(Mark one) | |
[x] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended | June 30, 2011 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from | to |
Commission File Number: | 0-26844 |
OREGON | 93-0945232 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
5445 N.E. Dawson Creek Drive, Hillsboro, OR | 97124 | |
(Address of principal executive offices) | (Zip Code) | |
(503) 615-1100 | ||
(Registrant's telephone number, including area code) | ||
(Former name, former address and former fiscal year, if changed since last report) |
Large accelerated filer | [ ] | Accelerated filer | [x] | |
Non-accelerated filer | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [ ] |
Page | ||
PART I. FINANCIAL INFORMATION | ||
Item 1. Financial Statements (Unaudited) | ||
Consolidated Statements of Operations – Three and Six Months Ended June 30, 2011 and 2010 | ||
Consolidated Balance Sheets – June 30, 2011 and December 31, 2010 | ||
Consolidated Statement of Changes in Shareholders’ Equity – Six Months Ended June 30, 2011 | ||
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2011 and 2010 | ||
Notes to Consolidated Financial Statements | ||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | ||
Item 4. Controls and Procedures | ||
PART II. OTHER INFORMATION | ||
Item 1A. Risk Factors | ||
Item 6. Exhibits | ||
Signatures |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Revenues | $ | 79,856 | $ | 75,011 | $ | 153,483 | $ | 142,318 | |||||||
Cost of sales: | |||||||||||||||
Cost of sales | 54,933 | 50,979 | 107,167 | 96,349 | |||||||||||
Amortization of purchased technology | 1,163 | 1,747 | 2,327 | 3,388 | |||||||||||
Total cost of sales | 56,096 | 52,726 | 109,494 | 99,737 | |||||||||||
Gross margin | 23,760 | 22,285 | 43,989 | 42,581 | |||||||||||
Research and development | 9,600 | 9,605 | 18,607 | 19,311 | |||||||||||
Selling, general and administrative | 10,875 | 11,583 | 21,910 | 22,805 | |||||||||||
Intangible assets amortization | 192 | 186 | 384 | 346 | |||||||||||
Restructuring and acquisition-related charges, net | 2,481 | (176 | ) | 2,521 | 25 | ||||||||||
Income from operations | 612 | 1,087 | 567 | 94 | |||||||||||
Interest expense | (456 | ) | (548 | ) | (952 | ) | (1,116 | ) | |||||||
Interest income | 35 | 196 | 91 | 507 | |||||||||||
Other income (expense), net | (47 | ) | 42 | (140 | ) | 21 | |||||||||
Income (loss) before income tax expense (benefit) | 144 | 777 | (434 | ) | (494 | ) | |||||||||
Income tax expense (benefit) | (46 | ) | 187 | (95 | ) | (36 | ) | ||||||||
Net income (loss) | $ | 190 | $ | 590 | $ | (339 | ) | $ | (458 | ) | |||||
Net income (loss) per share: | |||||||||||||||
Basic | $ | 0.01 | $ | 0.02 | $ | (0.01 | ) | $ | (0.02 | ) | |||||
Diluted | $ | 0.01 | $ | 0.02 | $ | (0.01 | ) | $ | (0.02 | ) | |||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 24,334 | 24,104 | 24,341 | 24,025 | |||||||||||
Diluted | 24,475 | 24,350 | 24,341 | 24,025 |
June 30, 2011 | December 31, 2010 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 135,632 | $ | 129,078 | |||
Accounts receivable, net | 48,748 | 42,855 | |||||
Other receivables | 3,064 | 1,665 | |||||
Inventories, net | 15,954 | 15,178 | |||||
Inventory deposit, net | 7,384 | 6,194 | |||||
Other current assets | 4,170 | 4,612 | |||||
Deferred tax assets, net | 616 | 551 | |||||
Total current assets | 215,568 | 200,133 | |||||
Property and equipment, net | 9,380 | 9,487 | |||||
Intangible assets, net | 4,368 | 7,088 | |||||
Long-term deferred tax assets, net | 16,015 | 16,005 | |||||
Other assets | 7,916 | 8,215 | |||||
Total assets | $ | 253,247 | $ | 240,928 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 37,703 | $ | 29,190 | |||
Accrued wages and bonuses | 6,344 | 6,556 | |||||
Deferred income | 7,275 | 4,424 | |||||
Other accrued liabilities | 12,369 | 12,914 | |||||
Total current liabilities | 63,691 | 53,084 | |||||
Long-term liabilities: | |||||||
2013 convertible senior notes | 50,000 | 50,000 | |||||
Other long-term liabilities | 534 | 450 | |||||
Total long-term liabilities | 50,534 | 50,450 | |||||
Total liabilities | 114,225 | 103,534 | |||||
Commitments and contingencies (Note 8) | |||||||
Shareholders’ equity: | |||||||
Preferred stock — $.01 par value, 5,664 shares authorized; none issued or outstanding | — | — | |||||
Common stock — no par value, 100,000 shares authorized; 24,358 and 24,351 shares issued and outstanding at June 30, 2011 and December 31, 2010 | 268,599 | 266,945 | |||||
Accumulated deficit | (135,022 | ) | (134,683 | ) | |||
Accumulated other comprehensive income: | |||||||
Cumulative translation adjustments | 4,995 | 4,739 | |||||
Unrealized gain on hedge instruments | 450 | 393 | |||||
Total accumulated other comprehensive income | 5,445 | 5,132 | |||||
Total shareholders’ equity | 139,022 | 137,394 | |||||
Total liabilities and shareholders’ equity | $ | 253,247 | $ | 240,928 |
Common stock | Accumulated Deficit | Accumulated Other Comprehensive Income | Total | Total Comprehensive Loss (1) | ||||||||||||||||||
Shares | Amount | |||||||||||||||||||||
Balances, December 31, 2010 | 24,351 | $ | 266,945 | $ | (134,683 | ) | $ | 5,132 | $ | 137,394 | ||||||||||||
Shares issued pursuant to benefit plans | 127 | 914 | — | 914 | ||||||||||||||||||
Stock-based compensation associated with employee benefit plans | — | 2,137 | — | 2,137 | ||||||||||||||||||
Vesting of restricted stock units | 47 | — | — | — | ||||||||||||||||||
Restricted share forfeitures for tax settlements | (17 | ) | (139 | ) | — | (139 | ) | |||||||||||||||
Repurchases of common stock | (150 | ) | (1,258 | ) | — | (1,258 | ) | |||||||||||||||
Net adjustment for fair value of hedge derivatives | — | — | 57 | 57 | 57 | |||||||||||||||||
Translation adjustments | — | — | 256 | 256 | 256 | |||||||||||||||||
Net loss for the period | — | — | (339 | ) | — | (339 | ) | (339 | ) | |||||||||||||
Balances, June 30, 2011 | 24,358 | $ | 268,599 | $ | (135,022 | ) | $ | 5,445 | $ | 139,022 | ||||||||||||
Total comprehensive loss for the six months ended June 30, 2011 | $ | (26 | ) |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Net income (loss) for the period | $ | 190 | $ | 590 | $ | (339 | ) | $ | (458 | ) | |||||
Net adjustment for fair value of hedge derivatives | (55 | ) | (645 | ) | 57 | (618 | ) | ||||||||
Translation adjustments | 125 | (97 | ) | 256 | (277 | ) | |||||||||
Total comprehensive income (loss) | $ | 260 | $ | (152 | ) | $ | (26 | ) | $ | (1,353 | ) |
For the Six Months Ended | |||||||
June 30, | |||||||
2011 | 2010 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (339 | ) | $ | (458 | ) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 4,990 | 6,262 | |||||
Inventory valuation allowance | 822 | 817 | |||||
Deferred income taxes | (69 | ) | 112 | ||||
Non-cash interest expense | 224 | 224 | |||||
Loss (gain) on disposal of property and equipment | 107 | (385 | ) | ||||
Loss on ARS settlement right | — | 7,833 | |||||
Gain on ARS | — | (7,854 | ) | ||||
Stock-based compensation expense | 2,137 | 3,440 | |||||
Other | 243 | 204 | |||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||
Accounts receivable | (5,893 | ) | 1,746 | ||||
Other receivables | (1,399 | ) | 1,485 | ||||
Inventories | (997 | ) | (756 | ) | |||
Inventory deposit | (1,190 | ) | 263 | ||||
Other current assets | 570 | (219 | ) | ||||
Accounts payable | 8,513 | 3,197 | |||||
Accrued wages and bonuses | (212 | ) | 934 | ||||
Accrued restructuring | (88 | ) | (2,198 | ) | |||
Deferred income | 2,851 | 1,228 | |||||
Other accrued liabilities | (777 | ) | (582 | ) | |||
Net cash provided by operating activities | 9,493 | 15,293 | |||||
Cash flows from investing activities: | |||||||
Acquisition of Pactolus, net of cash acquired | — | (3,385 | ) | ||||
Proceeds from sale of auction rate securities | — | 62,175 | |||||
Capital expenditures | (2,142 | ) | (1,873 | ) | |||
Restricted cash | — | (25,796 | ) | ||||
Purchase of long-term assets | (500 | ) | (2,569 | ) | |||
Proceeds from the sale of property and equipment | — | 437 | |||||
Net cash provided by (used in) investing activities | (2,642 | ) | 28,989 | ||||
Cash flows from financing activities: | |||||||
Restricted share forfeitures for tax settlement | (139 | ) | (321 | ) | |||
Borrowings on line of credit | — | 13,732 | |||||
Payments on line of credit | — | (37,691 | ) | ||||
Payments on capital lease obligation | (8 | ) | — | ||||
Repurchases of common stock | (1,258 | ) | — | ||||
Proceeds from issuance of common stock | 914 | 1,554 | |||||
Net cash used in financing activities | (491 | ) | (22,726 | ) | |||
Effect of exchange rate changes on cash | 194 | (216 | ) | ||||
Net increase in cash and cash equivalents | 6,554 | 21,340 | |||||
Cash and cash equivalents, beginning of period | 129,078 | 100,672 | |||||
Cash and cash equivalents, end of period | $ | 135,632 | $ | 122,012 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid during the year for: | |||||||
Interest | $ | 688 | $ | 688 | |||
Income Taxes paid | $ | 355 | $ | 382 | |||
Supplemental disclosure of non-cash financing activities: | |||||||
Capital lease obligation | $ | 81 | $ | — |
Fair Value Measurements as of June 30, 2011 | |||||||||||||||
June 30, 2011 | Level 1 | Level 2 | Level 3 | ||||||||||||
Cash surrender value of life insurance contracts | $ | 3,556 | $ | — | $ | 3,556 | $ | — | |||||||
Foreign currency forward contracts | 561 | — | 561 | — | |||||||||||
Total | $ | 4,117 | $ | — | $ | 4,117 | $ | — |
Fair Value Measurements as of December 31, 2010 | |||||||||||||||
December 31, 2010 | Level 1 | Level 2 | Level 3 | ||||||||||||
Cash surrender value of life insurance contracts | $ | 3,618 | $ | — | $ | 3,618 | $ | — | |||||||
Foreign currency forward contracts | 432 | — | 432 | — | |||||||||||
Total | $ | 4,050 | $ | — | $ | 4,050 | $ | — |
June 30, 2011 | December 31, 2010 | ||||||
Accounts receivable, gross | $ | 49,634 | $ | 43,788 | |||
Less: allowance for doubtful accounts | (886 | ) | (933 | ) | |||
Accounts receivable, net | $ | 48,748 | $ | 42,855 |
June 30, 2011 | December 31, 2010 | ||||||
Raw materials | $ | 8,025 | $ | 8,204 | |||
Finished goods | 11,136 | 10,521 | |||||
19,161 | 18,725 | ||||||
Less: inventory valuation allowance | (3,207 | ) | (3,547 | ) | |||
Inventories, net | $ | 15,954 | $ | 15,178 |
June 30, 2011 | December 31, 2010 | ||||||
Inventory deposit (A) | $ | 9,885 | $ | 8,468 | |||
Less: inventory deposit valuation allowance | (2,501 | ) | (2,274 | ) | |||
Inventory deposit, net | $ | 7,384 | $ | 6,194 |
(A) | The Company is contractually obligated to reimburse its contract manufacturers for the cost of excess inventory, purchased based on the Company's forecasted demand when there is no alternative use. The Company's inventory deposit represents a cash deposit paid to its contract manufacturers for inventory in excess of near term demand. The deposit is recorded net of adverse purchase commitment liabilities, and therefore the net balance of the deposit represents inventory the Company believes will be utilized. The deposit will be applied against future adverse purchase commitments owed to the Company's contract manufacturers or reduced based on the usage of inventory. See Note 8 - Commitments and Contingencies for additional information regarding the Company's adverse purchase commitment liability. |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Inventory, net | $ | 364 | $ | 283 | $ | 822 | $ | 817 | |||||||
Inventory deposit, net | 193 | 684 | 408 | 836 | |||||||||||
Adverse purchase commitments | 546 | (37 | ) | 797 | 61 |
June 30, 2011 | December 31, 2010 | ||||||
Second quarter 2009 restructuring charge | $ | 58 | $ | 58 | |||
Fourth quarter 2009 restructuring charge | 69 | 182 | |||||
Fourth quarter 2010 restructuring charge | 939 | 1,814 | |||||
Continuous Computing restructuring charge | 900 | — | |||||
Total accrued restructuring charges | $ | 1,966 | $ | 2,054 |
Employee Termination and Related Costs | |||
Balance accrued as of December 31, 2010 | $ | 182 | |
Additions | 61 | ||
Reversals | (28 | ) | |
Expenditures | (146 | ) | |
Balance accrued as of June 30, 2011 | $ | 69 |
Employee Termination and Related Costs | |||
Balance accrued as of December 31, 2010 | $ | 1,814 | |
Additions | 108 | ||
Reversals | (135 | ) | |
Expenditures | (848 | ) | |
Balance accrued as of June 30, 2011 | $ | 939 |
Employee Termination and Related Costs | |||
Additions | $ | 900 | |
Balance accrued as of June 30, 2011 | $ | 900 |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Effective interest rate | 3.64 | % | 3.64 | % | 3.64 | % | 3.64 | % | |||||||
Contractually stated interest costs | $ | 344 | $ | 344 | $ | 688 | $ | 688 | |||||||
Amortization of interest costs | $ | 112 | $ | 112 | $ | 224 | $ | 224 |
For the Six Months Ended | |||||||
June 30, | |||||||
2011 | 2010 | ||||||
Warranty liability balance, beginning of the period | $ | 3,025 | $ | 2,810 | |||
Product warranty accruals | 1,286 | 1,835 | |||||
Utilization of accrual | (1,521 | ) | (1,852 | ) | |||
Warranty liability balance, end of the period | $ | 2,790 | $ | 2,793 |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Numerator — Basic | |||||||||||||||
Net income (loss), basic | $ | 190 | $ | 590 | $ | (339 | ) | $ | (458 | ) | |||||
Numerator — Diluted | |||||||||||||||
Net income (loss), basic | $ | 190 | $ | 590 | $ | (339 | ) | $ | (458 | ) | |||||
Interest on convertible notes, net of tax benefit (A) | — | — | — | — | |||||||||||
Net income (loss), diluted | $ | 190 | $ | 590 | $ | (339 | ) | $ | (458 | ) | |||||
Denominator — Basic | |||||||||||||||
Weighted average shares used to calculate net income (loss) | |||||||||||||||
per share, basic | 24,334 | 24,104 | 24,341 | 24,025 | |||||||||||
Denominator — Diluted | |||||||||||||||
Weighted average shares used to calculate net income (loss) | |||||||||||||||
per share, basic | 24,334 | 24,104 | 24,341 | 24,025 | |||||||||||
Effect of convertible notes (A) | — | — | — | — | |||||||||||
Effect of dilutive restricted stock (B) | 122 | — | — | — | |||||||||||
Effect of dilutive stock options (B) | 19 | 246 | — | — | |||||||||||
Weighted average shares used to calculate net income (loss) | |||||||||||||||
per share, diluted | 24,475 | 24,350 | 24,341 | 24,025 | |||||||||||
Net income (loss) per share | |||||||||||||||
Basic | $ | 0.01 | $ | 0.02 | $ | (0.01 | ) | $ | (0.02 | ) | |||||
Diluted (A), (B) | $ | 0.01 | $ | 0.02 | $ | (0.01 | ) | $ | (0.02 | ) |
(A) | For the three and six months June 30, 2011 and 2010, 3.8 million as-if converted shares associated with the Company's 2013 convertible senior notes were excluded from the calculation as their effect would have been anti-dilutive. |
(B) | For the three and six months ended June 30, 2011 and 2010, the following equity awards, by type, were excluded from the calculation, as their effect would have been anti-dilutive (in thousands): |
For the Three Months Ended | For the Six Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||
Stock options | 2,369 | 2,399 | 2,495 | 2,495 | |||||||
Restricted stock | 928 | 773 | 1,249 | 923 | |||||||
Total equity award shares excluded | 3,297 | 3,172 | 3,744 | 3,418 |
For the Three Months Ended | For the Six Months Ended | ||||||||
June 30, | June 30, | ||||||||
2011 | 2010 | 2011 | 2010 | ||||||
Stock options | 53 | 5 | 61 | 58 | |||||
Restricted stock | 196 | — | 196 | 34 | |||||
Total | 249 | 5 | 257 | 92 |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Cost of sales | $ | 170 | $ | 202 | $ | 355 | $ | 446 | |||||||
Research and development | 293 | 297 | 606 | 708 | |||||||||||
Selling, general and administrative | 273 | 1,081 | 1,176 | 2,286 | |||||||||||
Total | $ | 736 | $ | 1,580 | $ | 2,137 | $ | 3,440 |
Contractual/Notional Amount | Consolidated Balance Sheet Classification | Estimated Fair Value | |||||||||||
Type of Cash Flow Hedge | Asset | (Liability) | |||||||||||
Foreign currency forward exchange contracts | $ | 10,464 | Other current assets | $ | 561 | $ | — |
Contractual/Notional Amount | Consolidated Balance Sheet Classification | Estimated Fair Value | |||||||||||
Type of Cash Flow Hedge | Asset | (Liability) | |||||||||||
Foreign currency forward exchange contracts | $ | 12,547 | Other current assets | $ | 432 | $ | — |
Effective Portion | Ineffective Portion | ||||||||||||||
Type of Cash Flow Hedge | Hedge Loss Recognized in Other Comprehensive Income | Consolidated Statement of Operations Classification of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income | Hedge Gain Reclassified from Accumulated Other Comprehensive Income | Consolidated Statement of Operations Classification of Gain (Loss) Recognized | Hedge Gain (Loss) Recognized | ||||||||||
Foreign currency forward exchange contracts | $ | (55 | ) | ||||||||||||
Cost of sales | $ | 20 | None | $ | — | ||||||||||
Research and development | 127 | None | — | ||||||||||||
Selling, general and administrative | 31 | None | — |
Effective Portion | Ineffective Portion | ||||||||||||||
Type of Cash Flow Hedge | Hedge Gain Recognized in Other Comprehensive Income | Consolidated Statement of Operations Classification of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income | Hedge Gain Reclassified from Accumulated Other Comprehensive Income | Consolidated Statement of Operations Classification of Gain (Loss) Recognized | Hedge Gain (Loss) Recognized | ||||||||||
Foreign currency forward exchange contracts | $ | 57 | |||||||||||||
Cost of sales | $ | 35 | None | $ | — | ||||||||||
Research and development | 230 | None | — | ||||||||||||
Selling, general and administrative | 74 | None | — |
Effective Portion | Ineffective Portion | ||||||||||||||
Type of Cash Flow Hedge | Hedge Loss Recognized in Other Comprehensive Income | Consolidated Statement of Operations Classification of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income | Hedge Gain Reclassified from Accumulated Other Comprehensive Income | Consolidated Statement of Operations Classification of Gain (Loss) Recognized | Hedge Gain (Loss) Recognized | ||||||||||
Foreign currency forward exchange contracts | $ | (645 | ) | ||||||||||||
Cost of sales | $ | 31 | None | $ | — | ||||||||||
Research and development | 208 | None | — | ||||||||||||
Selling, general and administrative | 47 | None | — |
Effective Portion | Ineffective Portion | ||||||||||||||
Type of Cash Flow Hedge | Hedge Loss Recognized in Other Comprehensive Income | Consolidated Statement of Operations Classification of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income | Hedge Gain Reclassified from Accumulated Other Comprehensive Income | Consolidated Statement of Operations Classification of Gain (Loss) Recognized | Hedge Gain (Loss) Recognized | ||||||||||
Foreign currency forward exchange contracts | $ | (618 | ) | ||||||||||||
Cost of sales | $ | 59 | None | $ | — | ||||||||||
Research and development | 398 | None | — | ||||||||||||
Selling, general and administrative | 91 | None | — |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Hardware | $ | 72,377 | $ | 68,635 | $ | 141,598 | $ | 129,399 | |||||||
Software royalties and licenses | 4,508 | 4,463 | 5,991 | 8,441 | |||||||||||
Software maintenance | 1,509 | 599 | 3,128 | 2,036 | |||||||||||
Engineering and other services | 1,462 | 1,314 | 2,766 | 2,442 | |||||||||||
Total revenues | $ | 79,856 | $ | 75,011 | $ | 153,483 | $ | 142,318 |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Next Generation Communications Networks Products | $ | 32,171 | $ | 28,591 | $ | 62,529 | $ | 59,236 | |||||||
Legacy Communications Networks Products | 29,472 | 26,488 | 52,994 | 46,498 | |||||||||||
Total Communications Networks Products | 61,643 | 55,079 | 115,523 | 105,734 | |||||||||||
Medical Products | 5,742 | 9,319 | 12,844 | 16,335 | |||||||||||
Other Commercial Products | 12,471 | 10,613 | 25,116 | 20,249 | |||||||||||
Total Commercial Products | 18,213 | 19,932 | 37,960 | 36,584 | |||||||||||
Total revenues | $ | 79,856 | $ | 75,011 | $ | 153,483 | $ | 142,318 |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
United States | $ | 23,651 | $ | 23,277 | $ | 42,357 | $ | 49,551 | |||||||
Other North America | 252 | 226 | 592 | 441 | |||||||||||
North America | 23,903 | 23,503 | 42,949 | 49,992 | |||||||||||
Europe, the Middle East and Africa (“EMEA”) | 16,340 | 21,345 | 41,796 | 39,024 | |||||||||||
Asia Pacific | 39,613 | 30,163 | 68,738 | 53,302 | |||||||||||
Total | $ | 79,856 | $ | 75,011 | $ | 153,483 | $ | 142,318 |
June 30, 2011 | December 31, 2010 | ||||||
Property and equipment, net | |||||||
United States | $ | 6,505 | $ | 6,404 | |||
Other North America | 697 | 716 | |||||
EMEA | 27 | 30 | |||||
Asia Pacific | 2,151 | 2,337 | |||||
Total property and equipment, net | $ | 9,380 | $ | 9,487 | |||
Goodwill (A) | |||||||
EMEA | $ | 160 | $ | 160 | |||
Total goodwill | $ | 160 | $ | 160 | |||
Intangible assets, net | |||||||
United States | $ | 1,101 | $ | 1,552 | |||
Other North America | 519 | 912 | |||||
EMEA | 2,748 | 4,624 | |||||
Total intangible assets, net | $ | 4,368 | $ | 7,088 |
(A) | Goodwill is included in other assets in the Company's Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010. |
For the Three Months Ended | For the Six Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||
Nokia Siemens Networks | 51.9 | % | 41.4 | % | 47.3 | % | 37.8 | % |
• | Aerospace and defense: ruggedized terminals, small unmanned ground vehicles and other military applications |
• | Small form factor communications |
• | Medical imaging: X-Ray machines, MRI scanners, CT scan imaging equipment and ultrasound equipment |
• | The increasing desire by original equipment manufacturers (“OEMs”) to utilize standards-based, merchant-supplied platforms to develop their systems. We believe more OEMs will see the advantage of combining their internal development efforts with merchant-supplied platforms from partners like RadiSys to deliver a larger number of more valuable new products to get to market faster at a lower total cost. |
• | Meaningful traffic growth in the network will require high density, high speed, and high performance systems. RadiSys' ATCA 10G and 40G systems provide 2 to 10 times the density when compared to legacy systems. |
• | The industry structure is changing in that Telecommunications Equipment Manufactures (“TEMs”) are focusing more on applications and network operations, while operators and carriers are focusing more on service and content delivery. RadiSys is benefiting from these market shifts and is providing more platforms and solutions to TEMs. |
• | Continued emergence, growth and evolution of applications utilizing 4G or LTE, WiMAX networks, Femtocell Gateways, VoIP, IP Communications, Mobile Video, Video Gateways, Video Conferencing, IPTV, IP interactive voice response ("IVR")/ Voice-to-text, IP Messaging, Network Surveillance, Network Security, Aerospace and Defense and Packet Inspection, all of which are supported by ATCA. |
• | Convedia Corporation or Convedia®, a closely-held vendor of IP media servers; |
• | certain assets of the Modular Communications Platform Division (“MCPD”) business from Intel Corporation (“Intel”), which included ATCA and compact peripheral component interconnect (“PCI”) product lines; |
• | the assets of privately-held Pactolus Communications Software Company ("Pactolus"), a developer of Next Generation IP communications solutions for converged time-division multiplexing/internet protocol ("TDM/IP") and session initiation protocol ("SIP") enabled VoIP networks; and |
• | Continuous Computing, a developer of communications systems consisting of highly integrated ATCA platforms and Trillium protocol software coupled with software professional services. |
For the Three Months Ended | For the Six Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||
Revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||
Cost of sales: | |||||||||||
Cost of sales | 68.7 | 68.0 | 69.8 | 67.7 | |||||||
Amortization of purchased technology | 1.5 | 2.3 | 1.5 | 2.4 | |||||||
Total cost of sales | 70.2 | 70.3 | 71.3 | 70.1 | |||||||
Gross margin | 29.8 | 29.7 | 28.7 | 29.9 | |||||||
Research and development | 12.0 | 12.8 | 12.1 | 13.6 | |||||||
Selling, general, and administrative | 13.6 | 15.4 | 14.3 | 16.0 | |||||||
Intangible assets amortization | 0.2 | 0.2 | 0.3 | 0.2 | |||||||
Restructuring and acquisition-related charges, net | 3.2 | (0.1 | ) | 1.6 | — | ||||||
Income from operations | 0.8 | 1.4 | 0.4 | 0.1 | |||||||
Interest expense | (0.6 | ) | (0.7 | ) | (0.6 | ) | (0.8 | ) | |||
Interest income | — | 0.3 | — | 0.4 | |||||||
Other income (expense), net | — | — | (0.1 | ) | — | ||||||
Income (loss) before income tax expense (benefit) | 0.2 | 1.0 | (0.3 | ) | (0.3 | ) | |||||
Income tax expense (benefit) | — | 0.2 | (0.1 | ) | — | ||||||
Net income (loss) | 0.2 | % | 0.8 | % | (0.2 | )% | (0.3 | )% |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | ||||||||||||||||
Next Generation Communications Networks Products | $ | 32,171 | $ | 28,591 | 12.5 | % | $ | 62,529 | $ | 59,236 | 5.6 | % | |||||||||
Legacy Communications Networks Products | 29,472 | 26,488 | 11.3 | 52,994 | 46,498 | 14.0 | |||||||||||||||
Total Communications Networks Products | 61,643 | 55,079 | 11.9 | 115,523 | 105,734 | 9.3 | |||||||||||||||
Medical Products | 5,742 | 9,319 | (38.4 | ) | 12,844 | 16,335 | (21.4 | ) | |||||||||||||
Other Commercial Products | 12,471 | 10,613 | 17.5 | 25,116 | 20,249 | 24.0 | |||||||||||||||
Total Commercial Products | 18,213 | 19,932 | (8.6 | ) | 37,960 | 36,584 | 3.8 | ||||||||||||||
Total revenues | $ | 79,856 | $ | 75,011 | 6.5 | $ | 153,483 | $ | 142,318 | 7.8 |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | ||||||||||||||||
North America | $ | 23,903 | $ | 23,503 | 1.7 | % | $ | 42,949 | $ | 49,992 | (14.1 | )% | |||||||||
Europe, the Middle East and Africa ("EMEA") | 16,340 | 21,345 | (23.4 | ) | 41,796 | 39,024 | 7.1 | ||||||||||||||
Asia Pacific | 39,613 | 30,163 | 31.3 | 68,738 | 53,302 | 29.0 | |||||||||||||||
Total | $ | 79,856 | $ | 75,011 | 6.5 | $ | 153,483 | $ | 142,318 | 7.8 |
For the Three Months Ended | For the Six Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||
North America | 29.9 | % | 31.3 | % | 28.0 | % | 35.1 | % | |||
EMEA | 20.5 | 28.5 | 27.2 | 27.4 | |||||||
Asia Pacific | 49.6 | 40.2 | 44.8 | 37.5 | |||||||
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | ||||||||||||||||
Research and development | $ | 9,600 | $ | 9,605 | (0.1 | )% | $ | 18,607 | $ | 19,311 | (3.6 | )% | |||||||||
Selling, general and administrative | 10,875 | 11,583 | (6.1 | ) | 21,910 | 22,805 | (3.9 | ) | |||||||||||||
Intangible assets amortization | 192 | 186 | 3.2 | 384 | 346 | 11.0 | |||||||||||||||
Restructuring and acquisition-related charges, net | 2,481 | (176 | ) | NM | 2,521 | 25 | NM | ||||||||||||||
Total | $ | 23,148 | $ | 21,198 | 9.2 | $ | 43,422 | $ | 42,487 | 2.2 |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Cost of sales | $ | 170 | $ | 202 | $ | 355 | $ | 446 | |||||||
Research and development | 293 | 297 | 606 | 708 | |||||||||||
Selling, general and administrative | 273 | 1,081 | 1,176 | 2,286 | |||||||||||
Total | $ | 736 | $ | 1,580 | $ | 2,137 | $ | 3,440 |
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | ||||||||||||||||
Interest expense | $ | (456 | ) | $ | (548 | ) | (16.8 | )% | $ | (952 | ) | $ | (1,116 | ) | (14.7 | )% | |||||
Interest income | 35 | 196 | (82.1 | ) | 91 | 507 | (82.1 | ) | |||||||||||||
Other income (expense), net | (47 | ) | 42 | NM | (140 | ) | 21 | NM | |||||||||||||
Total | $ | (468 | ) | $ | (310 | ) | 51.0 | % | $ | (1,001 | ) | $ | (588 | ) | 70.2 | % |
June 30, 2011 | December 31, 2010 | June 30, 2010 | |||||||||
(Dollar amounts in thousands) | |||||||||||
Cash and cash equivalents | $ | 135,632 | $ | 129,078 | $ | 122,012 | |||||
Restricted cash | — | — | 25,796 | ||||||||
Cash and cash equivalents and investments | $ | 135,632 | $ | 129,078 | $ | 147,808 | |||||
Working capital | $ | 151,877 | $ | 147,049 | $ | 143,404 | |||||
Accounts receivable, net | $ | 48,748 | $ | 42,855 | $ | 43,211 | |||||
Inventories, net | $ | 15,954 | $ | 15,178 | $ | 15,216 | |||||
Accounts payable | $ | 37,703 | $ | 29,190 | $ | 32,305 | |||||
Revolving line of credit | $ | — | $ | — | $ | 17,327 | |||||
2013 convertible senior notes | $ | 50,000 | $ | 50,000 | $ | 50,000 | |||||
Days sales outstanding (A) | 56 | 55 | 53 |
(A) | Based on ending net trade receivables divided by daily revenue (quarterly revenue, annualized and divided by 365 days). |
For the Six Months Ended | |||||||
June 30, | |||||||
2011 | 2010 | ||||||
(In thousands) | |||||||
Cash provided by operating activities | $ | 9,493 | $ | 15,293 | |||
Cash provided by (used in) investing activities | (2,642 | ) | 28,989 | ||||
Cash used in financing activities | (491 | ) | (22,726 | ) | |||
Effects of exchange rate changes | 194 | (216 | ) | ||||
Net increase in cash and cash equivalents | $ | 6,554 | $ | 21,340 |
• | expectations and goals for revenues, gross margin, R&D expenses, SG&A expenses and profits; |
• | the impact of our restructuring events on future operating results; |
• | our projected liquidity; |
• | future operations and market conditions; |
• | industry trends or conditions and the business environment; |
• | future levels of inventory and backlog and new products introductions; |
• | expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the acquisition of Continuous Computing; |
• | financial performance, revenue growth, management changes or other attributes of RadiSys following the acquisition; and |
• | other statements that are not historical facts. |
Exhibit No | Description | |
2.1 | Merger Agreement between the Company and Continuous Computing Corporation dated May 2, 2011 incorporated by reference from Exhibit 2.1 in the Company's Current Report on Form 8-K filed on May 3, 2011. | |
2.2 | Amendment No. 1 to Agreement and Plan of Merger by and among RadiSys Corporation, an Oregon corporation, RadiSys Holdings, Inc., a Delaware corporation, and Continuous Computing Corporation, a Delaware corporation, dated June 22, 2011, incorporated by reference to Exhibit 2.1 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on July 8, 2011, SEC File No.000-26844. | |
3.1 | Second Restated Articles of Incorporation and amendments thereto. Incorporated by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8, filed on September 1, 2006, SEC File No. 333-137060, as amended by the Articles of Amendment incorporated by reference from Exhibit 3.1 in the Company's Current Report on Form 8-K filed on January 30, 2008. | |
3.2 | Restated Bylaws. Incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on May 8, 2007, as amended by the Amendment to Restated Bylaws incorporated by reference from Exhibit 3.1 in the Company's Current Report on Form 8-K filed on May 3, 2011. | |
10.1* | RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.4 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.2* | Form of Notice of Option Grant for United States employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.5 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.3* | Form of Notice of Option Grant for international employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.6 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.4* | Form of Restricted Stock Unit Grant Agreement for United States employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.7 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.5* | Form of Restricted Stock Unit Grant Agreement for international employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.8 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.6* | Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, incorporated by reference from Exhibit 4.4 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510. | |
10.7* | Amendment to Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, dated June 23, 2011, incorporated by reference from Exhibit 4.5 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510. | |
10.8* | Amendment to Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, dated July 6, 2011 incorporated by reference from Exhibit 4.6 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510. | |
10.9* | Notice of Option Assumption and Conversion under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan for U.S. employees, incorporated by reference from Exhibit 4.7 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510 | |
10.10* | Notice of Option Assumption and Conversion under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan for non-U.S. employees, incorporated by reference from Exhibit 4.8 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510. | |
10.11* | Employment Agreement dated May 1, 2011 between RadiSys Corporation and Michel Dagenais, incorporated by reference to Exhibit 10.1 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
10.12* | Executive Change of Control Agreement dated May 2, 2011 between RadiSys Corporation and Michel Dagenais, incorporated by reference to Exhibit 10.2 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. |
10.13* | Executive Severance Agreement dated May 2, 2011 between RadiSys Corporation and Michel Dagenais, incorporated by reference to Exhibit 10.3 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
10.14* | Amended & Restated Executive Change of Control Agreement dated May 2, 2011 between RadiSys Corporation and Brian Bronson incorporated by reference to Exhibit 10.4 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
10.15* | Amended & Restated Executive Severance Agreement dated May 2, 2011 between RadiSys Corporation and Brian Bronson, incorporated by reference to Exhibit 10.5 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
10.16*/** | Transition Services Agreement dated May 13, 2011 between RadiSys Corporation and Anthony Ambrose. | |
10.17* | Integration Services Agreement dated May 2, 2011 between RadiSys Corporation and Scott Grout, incorporated by reference to Exhibit 10.6 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
31.1** | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2** | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2** | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS*** | XBRL Instance Document | |
101.SCH*** | XBRL Taxonomy Extension Schema | |
101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase | |
101.LAB*** | XBRL Taxonomy Extension Label Linkbase | |
101.PRE*** | XBRL Taxonomy Presentation Linkbase | |
101.DEF*** | XBRL Taxonomy Definition Linkbase |
* | This Exhibit constitutes a management contract or compensatory plan or arrangement |
** | Filed herewith |
*** | Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections. |
RADISYS CORPORATION | ||||
Dated: | August 5, 2011 | By: | /s/ MICHEL DAGENAIS | |
Michel Dagenais | ||||
Chief Executive Officer | ||||
Dated: | August 5, 2011 | By: | /S/ BRIAN BRONSON | |
Brian Bronson | ||||
President, Chief Financial Officer and Principal Accounting Officer |
Exhibit No | Description | |
2.1 | Merger Agreement between the Company and Continuous Computing Corporation dated May 2, 2011 incorporated by reference from Exhibit 2.1 in the Company's Current Report on Form 8-K filed on May 3, 2011. | |
2.2 | Amendment No. 1 to Agreement and Plan of Merger by and among RadiSys Corporation, an Oregon corporation, RadiSys Holdings, Inc., a Delaware corporation, and Continuous Computing Corporation, a Delaware corporation, dated June 22, 2011, incorporated by reference to Exhibit 2.1 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on July 8, 2011, SEC File No.000-26844. | |
3.1 | Second Restated Articles of Incorporation and amendments thereto. Incorporated by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8, filed on September 1, 2006, SEC File No. 333-137060, as amended by the Articles of Amendment incorporated by reference from Exhibit 3.1 in the Company's Current Report on Form 8-K filed on January 30, 2008. | |
3.2 | Restated Bylaws. Incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on May 8, 2007, as amended by the Amendment to Restated Bylaws incorporated by reference from Exhibit 3.1 in the Company's Current Report on Form 8-K filed on May 3, 2011. | |
10.1* | RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.4 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.2* | Form of Notice of Option Grant for United States employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.5 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.3* | Form of Notice of Option Grant for international employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.6 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.4* | Form of Restricted Stock Unit Grant Agreement for United States employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.7 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.5* | Form of Restricted Stock Unit Grant Agreement for international employees for RadiSys Corporation Inducement Stock Plan for CCPU Employees, incorporated by reference from Exhibit 4.8 of the Company's Registration Statement on Form S-8 filed on May 3, 2011, SEC File No. 333.-173885. | |
10.6* | Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, incorporated by reference from Exhibit 4.4 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510. | |
10.7* | Amendment to Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, dated June 23, 2011, incorporated by reference from Exhibit 4.5 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510. | |
10.8* | Amendment to Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, dated July 6, 2011 incorporated by reference from Exhibit 4.6 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510. | |
10.9* | Notice of Option Assumption and Conversion under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan for U.S. employees, incorporated by reference from Exhibit 4.7 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510 | |
10.10* | Notice of Option Assumption and Conversion under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan for non-U.S. employees, incorporated by reference from Exhibit 4.8 of the Company's Registration Statement on Form S-8 filed on July 12, 2011, SEC File No. 333.-175510. | |
10.11* | Employment Agreement dated May 1, 2011 between RadiSys Corporation and Michel Dagenais, incorporated by reference to Exhibit 10.1 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
10.12* | Executive Change of Control Agreement dated May 2, 2011 between RadiSys Corporation and Michel Dagenais, incorporated by reference to Exhibit 10.2 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
10.13* | Executive Severance Agreement dated May 2, 2011 between RadiSys Corporation and Michel Dagenais, incorporated by reference to Exhibit 10.3 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. |
10.14* | Amended & Restated Executive Change of Control Agreement dated May 2, 2011 between RadiSys Corporation and Brian Bronson incorporated by reference to Exhibit 10.4 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
10.15* | Amended & Restated Executive Severance Agreement dated May 2, 2011 between RadiSys Corporation and Brian Bronson, incorporated by reference to Exhibit 10.5 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
10.16*/** | Transition Services Agreement dated May 13, 2011 between RadiSys Corporation and Anthony Ambrose. | |
10.17* | Integration Services Agreement dated May 2, 2011 between RadiSys Corporation and Scott Grout, incorporated by reference to Exhibit 10.6 to RadiSys Corporation's Current Report on Form 8-K filed with the SEC on May 3, 2011, SEC File No.000-26844. | |
31.1** | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2** | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2** | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS*** | XBRL Instance Document | |
101.SCH*** | XBRL Taxonomy Extension Schema | |
101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase | |
101.LAB*** | XBRL Taxonomy Extension Label Linkbase | |
101.PRE*** | XBRL Taxonomy Presentation Linkbase | |
101.DEF*** | XBRL Taxonomy Definition Linkbase |
* | This Exhibit constitutes a management contract or compensatory plan or arrangement |
** | Filed herewith |
*** | Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections. |
• | You must remain in your current role through consummation of the CCPU acquisition (the “Closing”), which is anticipated to be June 30, 2011. |
• | Following the Closing, you will work on the integration for up to two months the (“Transition Period”), with a projected termination date of August 31, 2011. Your actual termination date (the “Termination Date”) will be determined by the Company in its sole discretion. |
• | You agree to remain actively at work and perform your work satisfactorily through your Termination Date with a focus on the first half 2011 agreed-to MBOs through June and on the MBOs to be defined through the Transition Period. |
• | Your receipt of the benefits described in this letter is contingent upon your signing and not revoking the Release of Claims provided by the Company no sooner than your Termination Date and in any event within 21 days (or, if required by applicable law, 45 days) following your Termination Date. |
• | Upon your employment termination, you will receive the severance amount pursuant to Section 3.1(a) of the Amended and Restated Executive Severance Agreement between you and the Company dated December 29, 2008 (the “Severance Agreement”), provided you comply with the terms of the Severance Agreement and the terms and conditions of this Transition Agreement. This severance amount is equal to six months of base salary, which will be $132,500 (i.e. six times your monthly base salary of $22,083). This amount will be paid out in one lump sum (less tax and other applicable deductions) within 30 days following the “Effective Date” of the Release of Claims. The severance check is to be delivered to you directly and not direct deposited. |
• | Pursuant to Section 3.1(b) of the Severance Agreement, the Company will pay the COBRA premiums due for you and your currently enrolled dependents for six months beginning as of |
• | Upon your employment termination, you will receive an additional amount equal to 1/3rd your annual incentive comp target or $57,120 as a transition bonus provided you comply with the terms and conditions of this Transition Agreement. This transition bonus will be paid out in one lump sum (less tax and other applicable deductions) within 30 days following the “Effective Date” of the Release of Claims. This amount will be delivered to you directly and not direct deposited. |
• | The Company does not intend to contest any unemployment claims as long as you are otherwise eligible and the above stated conditions are met. |
• | You are reminded that you have signed a Confidentiality, Non-Competition and Assignment of Inventions Agreement that is in effect for a period of one year from your Termination Date, which restricts employment with direct competitors of the Company. If you consider employment |
• | The Company will reimburse you for up to $5,000 of eligible outplacement services upon presentation of acceptable documentation. |
/s/ Anthony Ambrose | 5/20/2011 | |||
Anthony Ambrose | Date | |||
/s/ MICHEL DAGENAIS |
Michel Dagenais |
Chief Executive Officer |
/s/ BRIAN BRONSON |
Brian Bronson |
Chief Financial Officer |
/s/ MICHEL DAGENAIS |
Michel Dagenais |
Chief Executive Officer |
August 5, 2011 |
/s/ BRIAN BRONSON |
Brian Bronson |
Chief Financial Officer |
August 5, 2011 |
Balance Sheet Parenthetical (USD $)
In Thousands, except Per Share data |
Jun. 30, 2011
|
Dec. 31, 2010
|
---|---|---|
Shareholders' equity: | Â | Â |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,664 | 5,664 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 24,358 | 24,351 |
Common stock, shares outstanding | 24,358 | 24,351 |
Document and Entity Information
In Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Aug. 02, 2011
|
|
Entity Information [Line Items] | Â | Â |
Entity Registrant Name | RadiSys Corporation | Â |
Entity Central Index Key | 0000873044 | Â |
Current Fiscal Year End Date | --12-31 | Â |
Entity Filer Category | Accelerated Filer | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q2 | Â |
Amendment Flag | false | Â |
Entity Common Stock, Shares Outstanding | Â | 28,024,653 |
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Accrued Restructuring and Acquisition-Related Charges
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Jun. 30, 2011
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Accrued Restructuring and Other Charges [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities Disclosure | Accrued Restructuring and Acquisition-Related Charges Accrued restructuring, which is included in other accrued liabilities in the accompanying Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010, consisted of the following (in thousands):
The Company evaluates the adequacy of the accrued restructuring charges on a quarterly basis. The Company records certain reclassifications between categories and reversals to the accrued restructuring charges based on the results of the evaluation. The total accrued restructuring charges for each restructuring event are not affected by reclassifications. Reversals are recorded in the period in which the Company determines that expected restructuring obligations are less than the amounts accrued. Second Quarter 2009 Restructuring During the second quarter of 2009, the Company initiated a restructuring plan that included the elimination of 115 positions and the relocation of eight employees as part of two strategic initiatives within manufacturing operations and engineering. As part of the initiative, the Company began a transition to a fully outsourced manufacturing model, which has transferred remaining manufacturing from its manufacturing plant in Hillsboro, Oregon to its manufacturing partners in Asia. The plan also included consolidating the Company's North American research and development ("R&D") positions and programs, and specifically transferring projects from its design center in Boca Raton, Florida, to other existing R&D centers. To date, the Company has incurred total second quarter 2009 restructuring costs of $3.0 million which has consisted primarily of accrued severance obligations, healthcare benefits, relocation incentives and related payroll taxes as well as equipment moving costs. This transition was substantially completed in 2010. Fourth Quarter 2009 Restructuring During the fourth quarter of 2009, the Company initiated a restructuring plan that included the elimination of 22 positions at various locations throughout the company. The primary focus of this initiative was to align expenses with the Company's 2010 operating plan objectives, which included the need to continue focusing on lowered costs. To date, the Company has incurred total fourth quarter 2009 restructuring costs of $742,000, which consisted primarily of severance and related payroll costs as well as healthcare benefits. The Company expects all activities associated with this restructuring plan to be completed by the end of 2011. For the three months ended June 30, 2011 and 2010, the Company reversed $17,000 and $30,000 in previously estimated amounts associated with the fourth quarter 2009 restructuring plan. The Company incurred additional expenses of $33,000 and $40,000 during the six months ended June 30, 2011 and 2010. The adjustments primarily consisted of employee severance and the reversal of previously estimated payroll taxes. The following table summarizes the changes to the fourth quarter 2009 restructuring costs (in thousands):
Fourth Quarter 2010 Restructuring During the fourth quarter of 2010, the Company initiated a restructuring plan that included the elimination of 67 positions at various locations throughout the company. The primary focus of this initiative was to align expenses with the Company’s 2011 operating plan objectives, which included the need to reduce the Company's infrastructure associated with the maturity of the Company's legacy communications networks products, as well as the consolidation of its contract manufacturers. To date, the Company has incurred total fourth quarter 2010 restructuring costs of $1.9 million, which consisted of severance and related payroll costs as well as healthcare benefits. The Company expects all activities associated with this restructuring plan to be substantially completed by the end of 2011. During the three and six months ended June 30, 2011, the Company recorded a net reversal of $17,000 and $27,000 for previously estimated amounts associated with the fourth quarter 2010 restructuring plan due primarily to lower-than-expected employee separation costs. The following table summarizes the changes to the fourth quarter 2010 restructuring costs (in thousands):
Continuous Computing Related Restructuring During the second quarter of 2011, the Company initiated a restructuring plan that included the elimination of two senior-level positions. The primary intent of these initial integration activities was to better align sales organization expenses and headcount with expected synergies to be realized as a direct result of the Company's acquisition of Continuous Computing Corporation ("Continuous Computing"), as more fully discussed in Note 15 - Subsequent Event. During the second quarter of 2011 the Company recorded restructuring costs of $900,000, which consisted of severance and related payroll costs as well as healthcare benefits. The Company expects all activities associated with this restructuring plan to be substantially completed by the end of 2011. The following table summarizes the charges associated with the Continuous Computing restructuring initiative (in thousands):
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Income Taxes
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6 Months Ended |
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Jun. 30, 2011
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Income Taxes [Abstract] | Â |
Income Tax Disclosure | Income Taxes The Company's effective tax rate for the three months ended June 30, 2011 and 2010, differs from the statutory rate primarily due to a full valuation allowance provided against its United States (“U.S.”) net deferred tax assets, Canadian research and experimental development claims, the impact of stock option expense, the amortization of goodwill for tax purposes and taxes on foreign income that differ from the U.S. tax rate. In addition to the aforementioned items, the effective tax rate for the three months ended June 30, 2011 differs from the statutory rate due to the re-measurement of uncertain tax positions related to the examination by the Canada Revenue Agency ("CRA"). The Company utilizes the asset and liability method of accounting for income taxes. The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon the Company's review of all positive and negative evidence, including its projected three year U.S. cumulative pre-tax book loss and taxable loss, it concluded that a full valuation allowance should continue to be recorded against its U.S. net deferred tax assets at June 30, 2011. In certain other foreign jurisdictions, where the Company does not have cumulative losses or other negative evidence, the Company had net deferred tax assets of $16.6 million at June 30, 2011 and December 31, 2010. In the future, if the Company determines that it is more likely than not that it will realize its U.S. net deferred tax assets, it will reverse the applicable portion of the valuation allowance and recognize an income tax benefit in the period in which such determination is made. The Company's unrecognized tax benefits and related interest and penalties during the three months ended June 30, 2011 decreased by $81,000 due to the re-measurement of certain uncertain tax positions related to the examination by the CRA. The ending balance for the unrecognized tax benefits was approximately $1.3 million at June 30, 2011. The related interest and penalties were insignificant. It is reasonably possible that the Company's uncertain tax positions could decrease by approximately $1.1 million in the next twelve months due to tax examination closure. The Company is currently under examination by the CRA for tax years 2006 through 2008. During the fourth quarter of 2010, the CRA issued proposed adjustment notices. During the three months ended June 30, 2011, the CRA has reissued the proposed adjustments and the Company is in the process of reaching an agreement with CRA with respect to the tax carry-forward attributes to be utilized in future tax years. The Company believes that it has adequately provided for uncertain tax positions at June 30, 2011. However, should the Company experience an unfavorable outcome, it could have a material impact on its results of operations, financial position, and cash flows. The Company is not currently under examination by tax authorities in any other jurisdictions. |
Significant Accounting Policies
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6 Months Ended |
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Jun. 30, 2011
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Significant Accounting Policies [Abstract] | Â |
Significant Accounting Policies | Significant Accounting Policies RadiSys Corporation (the “Company” or “RadiSys”) has adhered to the accounting policies set forth in its Annual Report on Form 10-K for the year ended December 31, 2010 in preparing the accompanying interim consolidated financial statements. The preparation of these statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Additionally, the accompanying financial data as of June 30, 2011 and for the three and six months ended June 30, 2011 and 2010 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. The financial information included herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for interim periods. Recent Accounting Pronouncements In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards," that amends some fair value measurement principles and disclosure requirements. This ASU states that the concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial assets and prohibits the grouping of financial instruments for purposes of determining their fair values when the unit of account is specified in other guidance. The provisions of this ASU will be applied prospectively for interim and annual periods beginning after December 15, 2011, with early adoption prohibited. The standard will not have a material impact on the Company's financial position or results of operations. In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income”. ASU 2011-05 requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements, eliminating the option to present other comprehensive income in the statement of changes in stockholders' equity. The provisions of this ASU will be applied retrospectively for interim and annual periods beginning after December 15, 2011, with early application permitted. The standard will not have a material impact on the Company's financial position or results of operations; however it will change the manner in which the Company presents comprehensive income. |
Convertible Debt
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Jun. 30, 2011
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Convertible Debt [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt | Convertible Debt 2013 Convertible Senior Notes During February 2008, the Company offered and sold in a public offering pursuant to the shelf registration statement $55.0 million aggregate principal amount of 2.75% convertible senior notes due 2013 (the “2013 convertible senior notes”). Interest is payable semi-annually, in arrears, on each August 15 and February 15, beginning on August 15, 2008, to the holders of record at the close of business on the preceding August 1 and February 1, respectively. The 2013 convertible senior notes mature on February 15, 2013. Holders of the 2013 convertible senior notes may convert their notes into a number of shares of the Company's common stock determined as set forth in the indenture governing the notes at their option on any day to and including the business day prior to the maturity date. The 2013 convertible senior notes are initially convertible into 76.7448 shares of the Company's common stock per $1,000 principal amount of the notes (which is equivalent to a conversion price of approximately $13.03 per share), subject to adjustment upon the occurrence of certain events. Upon the occurrence of a fundamental change, holders of the 2013 convertible senior notes may require the Company to repurchase some or all of their notes for cash at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any. In addition, if certain fundamental changes occur, the Company may be required in certain circumstances to increase the conversion rate for any 2013 convertible senior notes converted in connection with such fundamental changes by a specified number of shares of the Company's common stock. The 2013 convertible senior notes are the Company's general unsecured obligations and rank equal in right of payment to all of its existing and future senior indebtedness, and senior in right of payment to the Company's future subordinated debt. The Company's obligations under the 2013 convertible senior notes are not guaranteed by, and are effectively subordinated in right of payment to all existing and future obligations of its subsidiaries and are effectively subordinated in right of payment to its future secured indebtedness to the extent of the assets securing such debt. In connection with the issuance of the 2013 convertible senior notes, the Company entered into a capped call transaction with a hedge counterparty. The capped call transaction is expected to reduce the potential dilution upon conversion of the 2013 convertible senior notes in the event that the market value per share of the Company's common stock, as measured under the terms of the capped call transaction, at the time of exercise is greater than the strike price of the capped call transaction of approximately $13.03. The strike price of the capped call transaction corresponds to the initial conversion price of the 2013 convertible senior notes and is subject to certain adjustments similar to those contained in the notes. The capped call transaction provides for net-share settlement in the event that the volume-weighted average price per share of the Company's common stock on the settlement date exceeds the strike price of approximately $13.03 per share. In such event, the hedge counterparty would deliver to the Company a number of shares equal to a formula determined by the quotient resulting from (a) the shares being settled times the difference between the volume-weighted average price on the settlement date and the strike price of approximately $13.03 per share, divided by (b) the volume-weighted average price on the settlement date. If the volume-weighted average price on the settlement date equals or exceeds the cap price of $23.085 per share, the difference in (a) would be $23.085 minus $13.03, or $10.055. If the market value per share of the Company's common stock exceeds the cap price of the capped call transaction of $23.085, as measured under the terms of the capped call transaction, the dilution mitigation under the capped call transaction will be limited, which means that there would be dilution to the extent that the then market value per share of the Company's common stock exceeds the cap price of the capped call transaction. Although the capped call transaction covers approximately 4.2 million shares, in order to facilitate an orderly settlement process, the shares are divided into tranches of approximately 211,000 shares each, settling on the twenty consecutive trading days prior to the date of maturity of the Company's convertible notes. Thus, on each settlement date, approximately 211,000 shares would be settled, assuming a volume-weighted average price on such settlement date of $23.085. Assuming a volume-weighted average price of $23.085, the hedge counterparty would deliver to the Company approximately 91,904 shares on each settlement date, calculated as follows: 211,000 x ($23.085 - $13.03)/$23.085 = 91,904. The following table outlines the effective interest rate, contractually stated interest costs, and costs related to the amortization of issuance costs for the Company's 2013 convertible senior notes:
As of June 30, 2011 and December 31, 2010, the Company had outstanding 2013 convertible senior notes with a face value of $50.0 million. As of June 30, 2011 and December 31, 2010, the fair value of the Company's 2013 convertible senior notes was $46.5 million and $49.1 million. |
Common Stock Repurchase Program
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6 Months Ended |
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Jun. 30, 2011
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Note 12 - Common Stock Repurchase Program [Abstract] | Â |
Treasury Stock | Common Stock Repurchase Program In December 2010, the Board of Directors authorized the repurchase of up to $20 million of the Company's common stock through open-market transactions and privately negotiated transactions from time to time at the discretion of management. The duration of the repurchase program is two years, although it may be extended, suspended or discontinued without prior notice, at the discretion of the Board. Under the program, the Company repurchased common stock with a value of $1.3 million in the first six months of 2011, leaving $18.7 million available for future repurchases of the Company's common stock. |
Commitments and Contingencies
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Jun. 30, 2011
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Commitments and Contingencies Disclosure [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure | Commitments and Contingencies Adverse Purchase Commitments The Company is contractually obligated to reimburse its contract manufacturers for the cost of excess inventory used in the manufacture of the Company's products, if there is no alternative use. This liability, referred to as adverse purchase commitments, is provided for in other accrued liabilities in the accompanying Consolidated Balance Sheets. Estimates for adverse purchase commitments are derived from reports received on a quarterly basis from the Company's contract manufacturers. Increases to this liability are charged to cost of goods sold. When and if the Company takes possession of inventory reserved for in this liability, the liability is transferred from other accrued liabilities to the excess and obsolete inventory valuation allowance. Adverse purchase commitments amounted to $1.2 million and $1.3 million at June 30, 2011 and December 31, 2010. Guarantees and Indemnification Obligations As permitted under Oregon law, the Company has agreements whereby it indemnifies its officers, directors and certain finance employees for certain events or occurrences while an officer, director or employee is or was serving in such capacity at the request of the Company. The term of the indemnification period is for the officer's, director's or employee's lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a Director and Officer insurance policy that limits its exposure and enables the Company to recover a portion of any future amounts paid. To date, the Company has not incurred any costs associated with these indemnification agreements and, as a result, management believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of June 30, 2011. The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to the Company's current products, as well as claims relating to property damage or personal injury resulting from the performance of services by us or the Company's subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is generally limited. Historically, the Company's costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and accordingly management believes the estimated fair value of the agreements is immaterial. The Company provides for the estimated cost of product warranties at the time it recognizes revenue. Products are generally sold with warranty coverage for a period of 24 months after shipment. Parts and labor are covered under the terms of the warranty agreement. The workmanship of the Company's products produced by contract manufacturers is covered under warranties provided by the contract manufacturer for a specified period of time ranging from 12 to 15 months. The warranty provision is based on historical experience. The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its components suppliers; however ongoing failure rates, material usage and service delivery costs incurred in correcting product failure, as well as specific product class failures out of the Company's baseline experience affect the estimated warranty obligation. If actual product failure rates, material usage or service delivery costs differ from estimates, revisions to the estimated warranty liability would be required. The following is a summary of the change in the Company's warranty accrual reserve (in thousands):
The warranty liability balance is included in other accrued liabilities in the accompanying Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010. |
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