UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31,
2009
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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Commission File Number:
001-33041
ACME PACKET, INC.
(Exact name of registrant as
specified in its charter)
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Delaware
(State or other jurisdiction
of
incorporation or organization)
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04-3526641
(I.R.S. Employer
Identification No.)
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71 Third Avenue
Burlington, MA 01803
(Address of principal executive
offices) (zip code)
(781) 328-4400
(Registrants telephone
number, including area code)
Securities registered pursuant to
Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
registered
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Common Stock, $0.001 par value
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The NASDAQ Stock Market LLC
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Securities registered pursuant to
Section 12(g) of the Act: None.
Indicate by check mark whether the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No x
Indicate by check mark whether the registrant is not required to
file reports pursuant to Section 13 or Section 15(d)
of the
Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes x No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). o
Yes o
No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large
accelerated
filer o
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Accelerated
filer x
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do
not check if a smaller
reporting
company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No x
The aggregate market value of common stock held by
non-affiliates of the registrant based on the closing price of
the registrants common stock as reported on the NASDAQ
Global Select Market on June 30, 2009, was $427,294,331.
Shares of voting and non-voting stock held by executive
officers, directors and holders of more than 5% of the
outstanding stock have been excluded from this calculation
because such persons or institutions may be deemed affiliates.
This determination of affiliate status is not a conclusive
determination for other purposes.
60,466,776 shares of the registrants common stock
were outstanding as of March 3, 2010.
DOCUMENTS
INCORPORATED BY REFERENCE
The registrant intends to file a definitive proxy statement
pursuant to Regulation 14A within 120 days of the end
of the fiscal year ended December 31, 2009. Portions of
such proxy statement are incorporated by reference into
Part III of this Annual Report on
Form 10-K.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this Annual Report on
Form 10-K
contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended
(Securities Act) and Section 21E of the
Securities Exchange Act of 1934, as amended (Exchange
Act). Such statements are based upon current expectations
that involve risks and uncertainties. Any statements contained
herein that are not statements of historical facts may be deemed
to be forward-looking statements. We may, in some cases, use
words such as project, believe,
anticipate, plan, expect,
estimate, intend, continue,
should, would, could,
potentially, will, may or
similar words and expressions that convey uncertainty of future
events or outcomes to identify these forward-looking statements.
Forward-looking statements in this Annual Report on
Form 10-K
may include statements about:
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our ability to attract and retain customers;
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our ability to retain and hire necessary employees and
appropriately staff our operations;
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our financial performance;
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our development activities and the emerging opportunities for
our solutions;
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our position in the session border controller market;
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the effect of the worldwide markets and related economic crisis
on purchases of our products;
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the expectations about our growth and acquisitions of new
technologies;
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the demand for and the growth of worldwide revenues for session
border controllers;
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the benefit of our products, services, or programs;
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our ability to establish and maintain relationships with key
partners and contract manufactures;
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the advantages of our technology as compared to that of our
competitors;
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our ability to establish and maintain intellectual property
rights;
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our expectations regarding the realization of recorded deferred
tax assets; and
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our cash needs.
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The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties
and other factors that could cause actual results to differ
materially from the results anticipated by these forward-looking
statements. These important factors include our financial
performance, difficulties in attracting and retaining customers,
difficulties in meeting customer needs through our development
activities, difficulties leveraging market opportunities, poor
product sales, long sales cycles, difficulties in developing new
products, difficulties in our relationships with vendors and
partners, risks associated with international operations,
difficulty in managing rapid growth and increased competition,
and those factors we discuss in this Annual Report on
Form 10-K
under the caption Risk Factors and the risks
discussed in our other filings with the Securities and Exchange
Commission, or SEC. We undertake no obligation to publicly
release any revisions to the forward-looking statements after
the date of this Annual Report on
Form 10-K
other than as required by law. You should read these factors and
the other cautionary statements made in this Annual Report on
Form 10-K
as being applicable to all related forward-looking statements
wherever they appear in this Annual Report on
Form 10-K.
These risk factors are not exhaustive and other sections of this
Annual Report on
Form 10-K
may include additional factors which could adversely impact our
business and financial performance.
2
PART I
Overview
Acme Packet, Inc. enables the delivery of trusted, first class
interactive communicationsvoice, video and other real-time
multimedia sessionsand data services across internet
protocol, or IP, network borders. Our
Net-Net
family of session border controllers, or SBCs, session-aware
load balancers, or SLBs, multiservice security gateways, or
MSGs, and session routing proxies, or SRPs, supports multiple
applications in service provider, enterprise, government and
contact center networksfrom voice-over IP, or VoIP,
trunking to unified communications to hosted enterprise and
residential services to fixed-mobile convergence. They satisfy
critical security, service assurance and regulatory requirements
in wireline, cable and wireless networks; and support multiple
protocolsSession Initiation Protocol, or SIP, H.323, Media
Gateway Control Protocol/Network-Based Call Signaling Protocol,
or MGCP/NCS, H.248 and Real-Time Streaming Protocol, or
RTSPand multiple border pointsservice provider
access and interconnect, and enterprise access and trunking.
We are the worlds leading provider of SBCs that enable
service providers, enterprises, governments, and contact centers
to deliver secure and high quality interactive communications
across defined border points where IP networks connect, known as
network borders. Service providers include wireline, wireless,
cable, internet telephony and
over-the-top
service providers. IP is a standardized method of transmitting
information, such as interactive communications, from one
device, such as a personal computer, server, IP telephone and
smart phone, to another device over any type of physical private
or public network, including the internet. Our
Net-Net
products, which consist of our hardware and proprietary
software, serve as a central element in unifying the separate IP
networks. Our customers use our products to deliver
next-generation interactive communications services, such as
VoIP, with the same quality assurance and security as they
historically have offered for voice services over their legacy
telephone networks.
SBCs are deployed at the borders between IP networks, such as
between two service providers or between a service provider and
its enterprise, residential or mobile customers as more fully
described below in the sections entitled Industry
Background, The Need for a New IP Network
Element, Our Solution and Our
Technology. SBCs are the only network element currently
capable of integrating the control of signaled messages and
media flows. This capability complements the roles and
functionality of routers, softswitches and data firewalls that
operate within the same network. Our
Net-Net
products support a broad range of communications applications at
multiple network border points, providing key control functions
in the areas of security, service reach maximization, service
level agreement assurance, revenue optimization, cost efficiency
and regulatory compliance, while also supporting next-generation
service architectures such as IP Multimedia Subsystem, or IMS.
IMS provides a blueprint for building a network capable of
delivering IP based voice, video and multimedia services to
subscribers.
We began shipping our
Net-Net
products in 2002. Since that time, approximately 980 customers,
consisting of service providers, enterprises, governments and
contact centers in 104 countries, have purchased our products.
We sell our products and support services through approximately
100 distribution partners and our direct sales force. Our
distribution partners include many of the largest networking and
IP communications equipment vendors throughout the world.
We were founded in 2000 under the name Primary Networks, Inc.
and changed our name to Acme Packet, Inc. in January 2001. Our
principal executive offices are located at 71 Third Avenue,
Burlington, MA 01803. Our telephone number is
(781) 328-4400.
Our website address is www.acmepacket.com. Through a link
on the Investor Relations section of our website, we make
available the following filings after they are electronically
filed with or furnished to the SEC: our Annual Report on
Form 10-K,
3
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K,
and any amendments to those reports filed or furnished pursuant
to Section 13 or 15(d) of the Exchange Act. All such
filings are available free of charge.
Industry
Background
Service providers traditionally have delivered voice and data
services over two separate networksthe Public Switched
Telephone Network, or PSTN, for voice communications and IP
networks, both privately based and the public internet, for data
applications and services. PSTN, also known as the voice or
traditional telephone network, was created decades ago to
provide seamless, reliable and secure global voice
communications services. Users are accustomed to the high
reliability and security of the PSTN, and have high confidence
in utilizing it to share personal information and engage in
activities such as banking and commerce. The PSTN is limited,
however, in its ability to support high bandwidth video and
other interactive multimedia services.
The internet is a collection of IP networks that provides global
reach for a broad range of information services such as
electronic mail, or
e-mail, web
browsing, electronic commerce and research. IP is a data
oriented protocol which provides global addressing among
computers. Internet service quality, while adequate for these
types of information services, can vary significantly depending
upon, among other factors, available bandwidth, how busy a
particular web site may be, how many people are using the
network at a particular time and the activity being performed.
Although the internet is capable of cost-effectively
transmitting any form of traffic that is IP based, including
interactive voice, video and data, it transmits only on a
best-efforts basis, because all forms of traffic have the same
priority. The internet, therefore, attempts to deliver all
traffic without distinction, which can result in significantly
varying degrees of service quality for the same or similar types
of traffic transmissions. In addition, internet communications,
unlike those over the PSTN, are subject to disruptive and
fraudulent behavior, including identity theft, viruses,
unsolicited
e-mail known
as SPAM, unauthorized use, and attempts to circumvent or bypass
security mechanisms associated with those services, known as
hacking. Although internet users have adopted many security
measures to protect themselves, their networks and their
websites, these measures currently are not adequate to provide
highly secure, real time interactive communications.
Evolution
to a Converged IP Network
IP networks can be designed and operated more cost effectively
than the PSTN. In addition, IP networks are capable of
delivering converged voice, video and data service packages to
businesses and consumers. Service providers are seeking to
provide these next-generation services to enhance their
profitability by generating incremental revenue and by reducing
subscriber turnover. Enterprises are searching for ways to unify
their communications by seamlessly integrating voice, video,
instant messaging and collaboration while reducing costs.
Managing two distinct networksthe PSTN and an
IP networkis not a viable economic alternative. As a
result, service providers and enterprises have begun to migrate
to a single IP network architecture to serve as the foundation
for their next-generation services and applications. In order to
successfully transition to a single IP network, however, they
must maintain the same reliability, quality and security that
have for decades exemplified their delivery of voice services.
Challenges
of IP Networks in Delivering Session-Based
Communications
IP networks were designed initially to provide reliable delivery
of data services such as file downloads and website traffic that
are not sensitive to latency, or time delay. If data packets are
lost or misdirected, an IP network exhibits tremendous
resiliency in re-transmitting and eventually executing the
desired user request, which generally is an acceptable result
for these types of data services. However, IP networks
historically have not been capable of guaranteeing real time,
secure delivery of high quality sessions based communications
such as interactive voice and video.
4
A session is a communications interaction that has a defined
beginning and end, and is effective only when transmitted in
real time without latency or delays. In order to enable a
session based communication, control of the session from its
origination point to its defined end point is required. No
single IP network extends far enough to enable that level of
control, however, the internet lacks the fundamental quality of
service and security mechanisms necessary to consistently
deliver the security and quality of real time multimedia
communications that consumers and businesses require. In order
to gain the trust of users, service providers and enterprises
must be able to assure secure and high quality interactive
communications across multiple networks.
The Need
for a New IP Network Element
Managing
Session Based Communications
In order to provide secure and high quality interactive
communications, IP networks must be able to manage and integrate
the communication flows that comprise a session. Each session
includes three sets of bidirectional communication flows:
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Session signaling messages, which are used to initiate,
modify or terminate a session;
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Media streams, which are data packets containing the
actual media being exchanged; and
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Media control messages, which are used to compile
information to report on quality of service levels.
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A session is initiated using signaling messages. These messages
establish a virtual connection between the participants
personal computers, IP phones or other IP devices. In addition,
they negotiate the IP addresses used for the sessions
media streams and control messages as well as the algorithms,
referred to as codecs, used to digitize analog voice and video.
Various codecs are required for voice and video, and they
involve trade-offs between quality and bandwidth efficiency.
Once the call is initiated, media streams and control messages
flow in both directions between participants. Signaling messages
also are used to transfer a call, place a call on hold and
terminate a session.
The management of session-based communications is complicated by
the following characteristics of todays IP networks:
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The identities of the participants are difficult to ascertain
and security needs are complex;
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The number of session signaling protocols, codecs and related
standards continues to grow;
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Addressing schemes are not consistent or compatible across
networks;
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Bandwidth and signaling element resources are finite; and
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Interactive communications service provider business models and
regulatory compliance requirements continue to evolve and
require network flexibility.
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Additionally, unlike typical data communications, not all
session based communications can be treated with the same
priority. For example, a 911 call or a high quality enterprise
video conference should take priority over a person calling into
a reality TV program.
Limitations
of Existing Network Elements
Successful session-based communications require tight
integration between signaling and media control. However,
existing network elements such as softswitches, IP private
branch exchanges, or IP PBXs, unified communication
servers, routers and data firewalls do not provide the control
functions required for session based communications.
5
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Softswitches, IP PBXs and unified communication servers
set-up
interactive communication sessions using signaling protocols
such as, SIP, H.323, MGCP, and H.248. There, session agents
process only signaling messages while performing a variety of
signaling based functions, such as user registration,
authentication, authorization and session routing based upon
telephone numbers or SIP addresses. These session agents
currently do not provide functions relating to, for example,
media control for interactive communication sessions or
protection against signaling based denial of service and
distributed denial of service, or DoS/DDoS, attacks. DoS/DDoS
attacks prevent network equipment from receiving legitimate
network traffic by overloading network equipment with
unrequested information.
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Routers make simple routing decisions for IP packets based
upon IP addresses. Routers do not participate in call
signaling, and therefore, are unable to recognize the multiple
individual data packets that comprise a single voice call or
multi-media session. Without signaling intelligence, routers
currently are unable to perform key border control functions
such as softswitch overload prevention or call routing based
upon quality and cost requirements. Routers may use a number of
quality of service technologies, such as multi-protocol label
switching, or MPLS, differentiated services, or diffServ, and
resource reservation protocol, or RSVP, to provide preferential
treatment to certain IP packets. However, routers using
these technologies are currently incapable of classifying all
the communications flows associated with a single voice call and
handling those communications flows correctly as a single
entity. Without the ability to identify the multiple individual
packets that compromise a session, control call signaling, or
understand the access link capacity and utilization, the router
is unable to make any call admission or rejection decisions. As
a result, the router will continue to send packets along a path
even though the session should have been rejected because the
quality was insufficient for the requested session. When this
overloading of a path occurs, not only is the quality of the
session associated with that packet insufficient to support the
session, but other sessions using that same path also will
suffer degradation.
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Data firewalls are the most common security element in
IP networks. Firewalls work by allowing into the network
only traffic that has been requested from inside the network and
by presenting a single IP address for all of the personal
computers, phones and other devices behind it. The firewall
effectively blocks session based communications because it does
not allow incoming calls from unknown endpoints. Furthermore,
firewalls are not capable of identifying and protecting against
service overloads or DoS/DDoS attacks on other signaling
elements such as the softswitch.
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Our
Solution
We provide a category of network equipment called the session
border controller to enable the delivery of secure and high
quality interactive communications across multiple
IP networks, including the separate IP networks that
comprise wireline, wireless and cable networks. Prior to the
advent of the SBC, IP network infrastructure equipment,
such as those discussed above were able to initiate and route
undifferentiated data, but lacked the ability to target
specifically the management of interactive communications
sessions. The development of the SBC, unlike many emerging
networking products, was not catalyzed by standards bodies, but
rather by the pragmatic needs of service providers and
enterprises.
To date, SBCs have been deployed around the world principally to
deliver VoIP services, or the routing of voice
conversations over both private IP networks and the public
internet. We believe that there is a significant demand for SBCs
that can assure delivery of secure and high quality real-time
interactive communications across all IP network borders.
Infonetics Research, a market research and consulting firm
specializing in networking and IP communications, projects
that the cumulative worldwide addressable market opportunity for
SBCs over the next 4 years from 2010 to 2013 will be
$926 million in the service provider market and
$742 million in the enterprise market.
6
SBCs are deployed at the borders of IP networks. The border
between two service providers is referred to as an interconnect
border and the border between a service provider and its
enterprise, residential or mobile customers is referred to as an
access border. Enterprises also deploy SBCs between their
IP network and their service providers network,
referred to as the trunking border. The border between
enterprise data centers and their employees is referred to as
the enterprise access border. SBCs act as the source and
destination for all signaling messages and media streams
entering and exiting the network. To that end, SBCs complement
rather than replace existing network and service infrastructure.
At all borders, SBCs sit in front of session agents, such as
softswitches, IMS Call Session Control Function, or CSCF
elements,
IP-enabled
Mobile Switching Centers, or MSCs, IP PBXs, unified
communications servers and application servers, and make call
acceptance or rejection decisions. This function protects the
session agent from both malicious signaling attacks initiated by
hackers and non-malicious overloads, as well as, ensuring calls
are only accepted when adequate network quality and softswitch
resources are available. At many borders, SBCs sit alongside
data firewalls. The data firewalls protect web and application
servers and PCs from attacks while the SBC protects the session
agent. SBCs augment the simple and different packet by packet
routing decisions routers make. Unlike routers, SBCs are able to
classify these flows as a single interactive communication
session and make more intelligent routing decisions to use the
best path across the network to ensure secure, high quality
communications.
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Security. SBCs protect themselves, session agents
and other elements of the service delivery infrastructure, as
well as customer networks, systems and relationships. They
protect customer networks and session privacy, and provide
DoS/DDoS protection from malicious attacks and non-malicious
overloads.
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Service reach maximization. SBCs extend the reach of
offered services by maximizing the different types of networks
and devices supported. Support is provided for enabling sessions
to traverse existing data firewall and network translation, or
NAT, devices; bridging networks using overlapping
IP addresses, virtual private networks, or VPNs, and
IP version 4 and version 6 addresses; mediating between
different signaling, transport and encryption protocols;
converting between incompatible codecs; and translating
signaling layer telephone numbers, addresses and response codes.
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Service level agreement assurance. SBCs play a
critical role in assuring session capacity and quality. They
perform admission and overload control to ensure that both the
network and service infrastructure have the capacity to support
a session with high quality. Additionally, they control the
quality of network transport. SBCs also monitor and report
actual session quality to determine compliance with performance
specifications set forth in service level agreements between
service providers or enterprises and their users.
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Revenue optimization and cost efficiency. SBCs can
help service providers increase revenues by protecting against
both bandwidth and quality of service theft, by routing sessions
to minimize costs, and by providing accounting and related
mechanisms to maximize billable sessions.
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Regulatory compliance. SBCs support compliance with
government mandated regulations worldwide, including emergency
services such as enhanced 9-1-1, or E9-1-1, and lawful
intercept, which involves law enforcement agencies
electronic surveillance of circuit and packet-mode
communications as authorized by judicial or administrative
order, such as the Communications Assistance for Law Enforcement
Act, or CALEA.
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7
Our SBCs utilize our proprietary technology to process session
based communications at network borders, and are designed to
ensure that security and quality standards are met. Our key
advantages include the following:
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Significant experience in service provider deployments.
We have significant experience in production deployments of
SBCs by large interactive communications service providers,
including deployments at 90 of the top 100 service providers in
the world; and 11 of the Fortune 25 enterprises. Our product
functionality and quality have continually improved based on our
knowledge about network challenges and complexities that we have
acquired through deployments with approximately 980 customers
across the globe.
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Breadth of applications and standards support. Our
products are capable of processing the most widely used real
time interactive voice, video and multimedia communications
sessions at wireline, wireless and cable IP network
borders. We support a broad range of IP signaling
protocols, such as SIP, H.323, H.248, MGCP/NCS and RTSP,
transport protocols, encryption protocols, codecs, and
addressing methods.
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Depth of border control features. We offer a deep
set of session border control features for security, service
reach maximization, service level agreement assurance, revenue
optimization, cost efficiency, and regulatory compliance. In
addition, our flexible product architecture facilitates rapid
adoption of new control features required by emerging services,
applications, business models and regulatory requirements.
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Responsive service and support. Our responsiveness
to our customers and distribution partners new
feature requirements and interoperability testing, as well as
our commitment to swift problem resolution, has been critical in
deploying our products.
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Carrier-class platform. Service providers and
enterprises operate complex, mission critical networks that
require security protection, high degrees of reliability,
availability and maintainability, scalable performance and
capacity, space and power saving hardware design and
comprehensive network management. Products or platforms that
satisfy these requirements are known as carrier
class. We have designed our products to be carrier class.
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Proven interoperability. We have demonstrated the
ability of our SBCs to interoperate with key products being
deployed by major vendors for next generation services, such as
softswitches, IMS CSCF elements, IP PBXs, unified
communication servers, application servers, media gateways,
media servers, policy servers routing databases and other
communications infrastructure elements.
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In addition to our SBC offerings, we leveraged the technologies
employed within our SBCs to introduce three additional product
categories: session aware load balancer; multiservice security
gateway and session routing proxy.
Session-aware
load balancer
A session-aware load balancer, or SLB, is used to balance
subscribers and their sessions across two or more Acme Packet
SBCs creating an Acme Packet
Net-Net SBC
Cluster. The
Net-Net SBC
Cluster is a scalable solution for supporting up to
2 million subscribers from a single
SIP IP address for any IMS, rich communication suite,
or RCS, or next generation networks, or NGN, service network
delivering voice, video and multimedia services over any mobile
or fixed line network including the internet. The
Net-Net SBC
Cluster scales subscriber capacity without requiring
architectural forklifts or network disruptions. As all elements
of the SBC Cluster are SIP subscriber and session aware, it
provides a more effective solution in terms of scalability,
dynamic adaptive load balancing, geographic redundancy and
management compared to traditional Layer 3/Layer 5 web load
balancers and SIP redirect servers.
8
Multiservice
security gateway
A multiservice security gateway, or MSG, is a very specific type
of IP network border controller used by mobile
service providers. A MSG securely connects subscribers to their
mobile voice and data services over the untrusted internet
and/or
untrusted wireless networks. As a gateway it is
deployed at the border between the core mobile services network
and the untrusted wired internet
and/or
wireless networks that use public, unlicensed spectrum such as
wireless fidelity, or Wi-Fi. They are multiservice
in that they transport both voice and data services. Their
security function authenticates mobile endpoints,
secures the voice and data traffic within IPsec tunnels to
ensure privacy and protect against theft, and defends against
denial of service/distributed denial of service, or DoS/DDoS,
attacks on the mobile service infrastructure at the transmission
control protocol, or TCP/IP and IPsec networking levels to
deliver non-stop service.
Used in conjunction with Wi-Fi and femtocell access points in
homes and businesses, an MSG overcomes the poor radio access
network coverage found in many geographic areas and inside large
buildings. Consequently, they may accelerate fixed-mobile
substitution, whereby the wireless phone will be the only phone,
for todays mobile circuited-switched time division
multiplexing, or TDM, voice and IP packet data services.
This solution also reduces mobile service provider networking
costs by off-loading the macro radio access network and using
the free internet for backhaul.
A MSG will also help enable new revenue opportunities for our
customers by delivering enhanced SIP based applications
such as video sharing, video calling,
push-to-talk,
home monitoring, instant messaging, multimedia collaboration,
white-boarding, international toll bypass and others. We believe
that SIP based voice may eventually replace todays
circuited switched TDM basic voice service. These SIP based
services are controlled by the SBC, making the integration of
SBC and MSG a natural combination.
Session
routing proxy
A session routing proxy, or SRP, routes SIP-based voice, video,
instant messaging and multimedia sessions within and between the
mobile, fixed line and transit networks of service providers. A
session routing proxy addresses scaling problems when session
routing decisions become much more complex, requiring a dynamic,
real-time routing decision for each individual session for
multiple sources and destinations within a network. These
multiple sources and destinations are other SIP signaling
elements such as session border controllers, wireless MSCs, IMS
CSCF elements, Class 5 softswitches, cable modem
termination systems, or CMTS, and softswitches controlling media
gateways.
Provisioning routing information and control in each of these
SIP elements is expensive and error prone. Enabling each
element to make routing decisions also increases capital costs
since additional hardware processing is required by each
element. The use of a SRP centralizes and consolidates routing
control, reducing costs. Because the source and destination
SIP signaling elements are session stateful, a SRP can
operate in a stateless or transaction stateful mode, maximizing
routing performance.
Because the routing table size needed to support SIP based
services can be significant, session routing proxies are capable
of using both internal and external routing databases. Internal
routing databases best support static, localized routing
decisions for up to a few million routes. Routing rules that are
extremely dynamic, global or exceed a few million routes are
best supported using the high capacity, centralized external
databases.
Acme Packets Open Session Routing, or OSR, architecture
features its session routing proxy using industry standard ENUM,
SIP, extensible markup language, or XML, or domain name system,
or DNS, protocols to access industry leading routing database
products and services from Acme Packets OSR partners. This
solution provides significant deployment flexibility and
facilitates network evolution from small to large numbers of
border points and from PSTN to IP network focused
connectivity.
9
We believe that these key advantages of our products and
services, together with their deployment by our approximately
980 customers, make Acme Packet the leading provider of border
control solutions.
Our
Strategy
Our objective is to grow our market and technology
leadership in the SBC market. Principal elements of our
strategy include:
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Continuing to satisfy the evolving border requirements of
service providers, enterprises, government and contact
centers. Our SBC deployments in the wireline, wireless
and cable networks of Tier 1 and other large service
providers, as well as in enterprises and contact centers,
position us to gain valuable knowledge that we can use to expand
and enhance our products features and functionality.
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Exploiting new technologies to enhance product performance
and scalability. We will seek to leverage new
technologies as they become available to increase the
performance, capacity and functionality of our product family,
as well as to reduce our costs. We may acquire these new
technologies through organic growth or through selective
acquisitions.
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Investing in quality and responsive support. As we
broaden our product platform and increase our product
capabilities, we will continue to provide comprehensive service
and support targeted at maximizing customer satisfaction and
retention.
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Facilitating and promoting service interconnects among our
customers. We intend to increase demand for our
products by helping our customers to extend the reach of their
services and, consequently, to increase the value of their
services to their customers.
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Leveraging distribution partnerships to enhance market
penetration. We will continue to invest in training and
tools for our distribution partners sales, systems
engineering and support organizations, in order to improve the
overall efficiency and effectiveness of these partnerships.
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Actively contributing to architecture and standards
definition processes. We will utilize our breadth and
depth of experience with SBC deployments to contribute
significantly to organizations developing standards and
architectures for next generation IP networks.
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Our
Technology
Our SBCs are designed specifically to make networks
session aware by enabling them to recognize, manage
and integrate the various communication flows that comprise a
single session and then treat those media flows as a single
session with the appropriate priority, security and routing
among other different networks. Acme Packet Session Aware
Networking, our technology architecture, enables the delivery of
secure and high quality interactive communication sessions
across IP network borders. Implemented by the tight
integration of our
Net-Net OS
software and
Net-Net
hardware platforms, our technology combines five functions that
make the network session aware:
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session control policy;
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session signaling service;
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session media control;
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session monitoring and reporting; and
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session security service.
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10
Session Aware Networking is designed to enable these five
functions to share information dynamically. The session routing
policy function collects the information necessary to guide the
session signaling service in the selection of the optimal route
across multiple IP networks. The media control function
moves packets in compliance with security, quality of service,
bandwidth and regulatory requirements. The session monitoring
and reporting function updates the routing policy function with
information about actual signaling function load, bandwidth
availability and route performance. The session security service
function protects the SBC, service infrastructure, customer
networks and sessions among users of the services and
applications.
We believe that the combination of these functions creates a
comprehensive solution required to deliver secure and high
quality interactive communications services across
IP network borders.
Session control policy. This software based
function defines and collects the information needed to make a
number of decisions. Session control policy includes the
following:
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Admission control, which determines whether session
initiation requests should be accepted based upon session agent
availability and load, bandwidth availability and observed
session quality;
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Routing, which determines the next session agent on the
network based upon multiple metrics, including source,
destination, service provider preference, prefix, cost,
time-of-day
and
time-of-week;
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Load balancing, which determines how sessions should be
load balanced across multiple signaling elements on the network
utilizing round-robin, hunt, least busy or proportional
allocations; and
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Call limiting, which limits the number or rate of calls
to prevent overloads from less valuable sources or destinations.
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Session signaling service. This software based
element supports a broad range of signaling protocols such as
SIP, H.323, MGCP/NCS and H.248. Based on information received
from the session control function, the signaling service
function selects the best path through the network for each
session. It selects the next signaling element in the network,
such as user devices, softswitches, gateways and application
servers that each session should visit. To initiate the session,
this function signals the next device along the path. If no
acceptable path is available, the signaling service rejects the
initiation request. It performs network address and port
translations for addresses exposed in the signaling messages for
security and bridging incompatible networks, strips previous
routing information to hide customers or suppliers and adds or
strips codecs to ensure codec compatibility. It also determines
if the media flows should be released
peer-to-peer
between endpoints or relayed through the media control function.
For relayed sessions, it passes address information for the next
signaling element in the path to the media control function. The
signaling service also performs protocol repair and interworking
by, for example, converting one protocol into another. Lastly,
this function is able to track sessions for reporting and
billing purposes.
Session media control. Once the session is
established, this function controls the media flows that are not
released
peer-to-peer
between endpoints. Media control performs network address and
port translations for security and bridging incompatible
networks. It relays media to support the ability to address the
cross network address translation and firewall devices, applies
quality of service markings such as DiffServ bits and virtual
area network, or VLAN, tags, performs transcoding between codecs
when needed, and polices bandwidth usage in order to prevent,
for example, a
64-Kbps
voice session from switching to
384-Kbps
video without permission. Media control also can extract touch
tones embedded in the media flows, replicate the media flows for
lawful intercept when required, and detect and repair certain
session faults based on limits for items such as call length and
maximum idle time. For example, if a signaling message
terminating a session is lost, the session media control
function notices and terminates the errant connection, freeing
resources for other use.
11
Session monitoring and reporting. This
function compiles signaling and media performance information on
a per session basis. Media quality measurements may include
objective network attributes, such as delay, jitter and packet
loss, or subjective measurements using mean opinion score
algorithms. Signaling performance information includes session
agent availability and load and call completion ratios. The
reported information is used in fault and performance management
and service level agreement reporting, and is input to
subsequent routing and admission control policy decisions.
Session security service. This function
exploits integrated hardware and software capabilities to secure
the SBC, the service infrastructure and subscriber sessions with
respect to signaling and media flows. Static and dynamic access
control lists for signaling messages are enforced by the
SBCs network processing subsystem to protect the signaling
processor from DoS/DDoS attack and overload.
DoS/DDoS
attacks prevent network equipment from receiving legitimate
media flows by overloading the network equipment with
unrequested information. To avoid such attacks, subscriber
endpoints must earn trust through successful registrations or
calls to gain trusted access. For media flows, an SBC acts as a
media firewall, permitting access for authorized sessions and
blocking other traffic. All internal bandwidth consumed by all
signaling and media flows are policed in hardware for optimum
scalability in DoS/DDoS protection.
DoS/DDoS attack prevention entails blocking all attacks and
overloads at the SBC. Many of the session routing policies
described above prevent signaling and media overloads on the
service infrastructure from legitimate subscribers. A
hardware-based encryption engine can ensure confidentiality of
both signaling and media flows for subscriber sessions.
Our
Products
Our Net-Net
family of products consists of the
Net-Net OS
software platform, the 2600, 3800, 4250, 4500 and 9200
platforms; 4500 Advanced Telecommunications Computing
Architecture blade, or ATCA blade; and Element Management
System, or EMS, Session Analysis System, or SAS, and Route
Manager Central, or RMC, management applications. The brand name
Net-Net
reflects the role of these products in interconnecting
IP networks for voice, video and multimedia services. Our
Net-Net
products serve as a central element in unifying the separate
IP networks that comprise wireline, wireless and cable
networks. Our products include our hardware platforms and
proprietary software. They deliver high quality border control
functionality, performance, capacity, scalability, availability
and manageability, while allowing service providers and
enterprises to deliver high quality, secure, real-time,
interactive communications.
Acme
Packet
Net-Net
OS
The Acme Packet
Net-Net OS
is our software platform that supports SBC, SLB, MSG, and SRP,
configurations. It operates on the
Net-Net
2600, 3800, 4250, 4500 and 9200 platforms, and
Net-Net 4500
ATCA blade. It offers rich border control functionality in terms
of architectural flexibility, signaling protocol breadth,
control function and feature depth, and carrier class
availability and manageability.
Net-Net OS
supports all five required border control functions:
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Security. Net-SAFE, our security framework, protects
the service delivery infrastructure and customer/subscriber
networks, systems and relationships with support for SBC/MSG
DoS/DDoS protection, access control, topology hiding, session
privacy, virtual private network separation, service
infrastructure DoS/DDoS prevention and fraud prevention.
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Service reach maximization. Our products extend the
reach of offered services by maximizing the different types of
networks and devices supported. Critical features include: NAT
traversal, which is the ability to enable communication sessions
to be carried over existing data firewall and NAT devices;
bridging of private and public IPv4 and IPv6 address spaces
including VPNs, signaling, encryption and transport protocol
interworking; transcoding; and number, address and response code
translations.
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12
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Service level agreement assurance. Our products
support a number of features designed to guarantee session
capacity and quality. These features include: admission control
based upon signaling element load, bandwidth availability
(including policy server interfaces) and observed quality of
service; quality of service marking and mapping; and quality of
service reporting.
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Revenue optimization and cost
efficiency. Net-Net
OS includes a number of features that help customers maximize
revenues and minimize costs. These include protection against
revenue leakage from service theft, including bandwidth
policing, quality of service theft protection, accounting,
session timers, least-cost routing and load balancing.
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Regulatory compliance. Our products support
compliance with government-mandated regulations worldwide,
including emergency services such as E9-1-1, the Government
Emergency Telecommunication Service, or GETS and lawful
intercept such as CALEA in the United States.
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Other
Net-Net OS
features include the following:
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Multi-protocol
support. Net-Net
OS provides support for a broad range of signaling protocols for
interworking, load balancing and routing, and decomposed SBC
control.
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High availability. Our high availability
configurations protect against loss of service in the event of
hardware or software failures. The check pointing of media,
signaling and configuration state is designed to ensure no loss
of active calls, or support for new call requests.
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Management. Our products support a comprehensive
collection of element management tools and operational support
system interfaces.
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Architectural flexibility. Our products support
different architectural models. Our SBCs can be configured as an
integrated solution with signaling service and media control
(each of which is described above) supported on a single
hardware platform or a decomposed solution with media control
and signaling service supported on two separate hardware
platforms. An integrated SBC may also be integrated with a MSG.
The choice of integrated or decomposed SBC solutions provides
our distribution partners and customers with increased
flexibility and scalability in implementing next generation
architectures. An integrated SBC solution offers more session
border control functionality and simplifies the evaluation,
deployment and on-going support of the product. A decomposed
solution enables scaling the signaling and media control
elements independently for optimum performance and capacity.
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Acme
Packet
Net-Net
Platforms
The Acme Packet
Net-Net
platforms address a broad range of interactive communications
requirements for performance, capacity and bandwidth. Each of
these platforms is more fully discussed below:
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Acme Packet
Net-Net 2600
platform, acquired from our Covergence acquisition in April
2009, delivers an integrated SBC configuration optimized for low
capacity enterprise and contact center applications. The 1
rack-unit
(RU) form factor
Net-Net 2610
and 2RU
Net-Net 2620
are Acme Packet supported Intel quad core servers operating
Net-Net OS-E
in a Linux software environment.
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Acme Packet
Net-Net 3800
platform, introduced in the first quarter of 2009, is our
integrated SBC solution for low-capacity deployments in service
provider, government defense and security focused agencies,
enterprises and contact centers. The 1RU
Net-Net 3800
and all higher capacity platforms feature Acme Packets
custom hardware design tightly integrated with
Net-Net OS
to satisfy the most critical infrastructure security
requirements.
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13
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Acme Packet
Net-Net 4250
platform, shipping since 2002, is the industrys most
widely deployed session border controller. Its success is
attributable to its high functionality, architectural
flexibility and signaling protocol breadth, and its ability to
satisfy the performance, capacity, availability and
manageability requirements of many service providers,
enterprises, government organizations and contact centers.
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Acme Packet
Net-Net 4500
platform, shipping since the third quarter of 2008, delivers
unmatched performance and configuration capabilities in a 1RU
form factor. It supports all Acme Packet
Net-Net SBC,
SLB, MSG and SRP configurations, functions and features
supported by Acme Packets
Net-Net OS.
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Acme Packet
Net-Net 4500
ATCA blade, consisting of an ATCA front card and rear
transition module, is designed to be easily integrated by
wireless and wireline communication systems vendors into their
ATCA chassis. The blade also supports all Acme Packet
Net-Net SBC,
SLB, MSG and SRP configurations, functions and features
supported by Acme Packets
Net-Net OS.
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Acme Packet
Net-Net 9200
platform, introduced in late 2005, offers our highest levels
of performance, capacity and availability for service provider
and l enterprise deployments in a single 7 RU hardware
chassis-based system. The
Net-Net 9200
also supports high capacity transcoding and transrating for a
wide selection of wireline and wireless codecs.
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The following table outlines the differentiating features of our
hardware platforms:
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Net-Net 2600
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Net-Net 3800
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Net-Net 4250
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Signaling performance
(relative sessions/second)
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1 x
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1 x
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1 x
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Media capacity with quality of service reporting
(maximum number of sessions)
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4,000
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4,000
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32,000
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Transcoding capacity
(maximum number of sessions)
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400
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n/a
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n/a
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IPsec tunnel capacity maximum
(number of tunnels)
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n/a
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5,000
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120,000
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Local route table capacity
(maximum number of routes)
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1 million
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1 million
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1 million
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Network interfaces
(maximum number and type)
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(6) 1 Gbps
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(4) 1 Gbps
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(2) 1 Gbps
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DoS/DDoS protection, hardware-software based
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Basic
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Basic &
Advanced
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Advanced
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High availability configuration
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Inter-system
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Inter-system
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Inter-system
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Size of high availability configuration (rack units)
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2
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2
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2
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Net-Net 4500
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50000
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Net-Net 4500 ATCA
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Net-Net 9000
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Signaling performance
(relative sessions/second)
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2.6 x
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2.6 x
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7 x
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Media capacity with quality of service reporting
(maximum number of sessions)
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64,000
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64,000
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128,000
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Transcoding capacity
(maximum number of sessions)
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n/a
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n/a
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16,000
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IPsec tunnel capacity maximum
(number of tunnels)
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200,000
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200,000
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500,000
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Local route table capacity
(maximum number of routes)
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2 million
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2 million
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2 million
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Network interfaces
(maximum number and type)
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(4) 1 Gbps
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(4) 1 Gbps
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(8) 1 Gbps or (2) 10 Gbps
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DoS/DDoS protection, hardware-software based
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Advanced
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Advanced
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Advanced
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High availability configuration
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Inter-system
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Inter-system
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Intra-system
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Size of high availability configuration (rack units)
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2
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2
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7
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Acme
Packet
Net-Net
OS-E
Acme Packet OS-E, acquired in our Covergence acquisition in
April 2009, is our enterprise SBC software for embedded OEM
applications. The target host systems include IP PBXs,
unified communications server platforms, small routers, internet
access devices, or IADs, and other equipment deployed in small
to medium businesses or large enterprise branch offices. It
supports all the SBC protocols, functions and features supported
by the
Net-Net 2600
platform. Operating in Linux, it is available for standalone
server and Virtual Machine (VMware or Xen) environments.
Acme
Packet
Net-Net
EMS
The Acme Packet
Net-Net
Element Management System, or
Net-Net EMS,
is a network element management application for our
Net-Net
family of products.
Net-Net EMS
is designed to rapidly deploy and easily manage single or
multiple
Net-Net
SBCs. As a standalone management system,
Net-Net EMS
is designed to support all required configuration, fault,
performance and security management functions through an
easy-to-use, browser based graphical user interface.
Net-Net EMS
can efficiently integrate into existing and next-generation
operational support systems, through industry standard
interfaces.
Acme
Packet
Net-Net
SAS
The Acme Packet
Net-Net
Session Analysis System, or
Net-Net SAS,
provides off-line collection, reporting and analysis of session
call detail records, or CDRs, for the
Net-Net
family of SBCs. It enables comprehensive session/call level
troubleshooting, performance analysis and traffic monitoring
without the need for third party tools or application
development.
Acme
Packet
Net-Net
RMC
The Acme Packet
Net-Net
Route Manager Central, or
Net-Net RMC,
consolidates and automates the management and distribution of up
to two million routes per Acme Packet SBC or session routing
proxy (SRP). This element management application can
automatically distribute routing information to all or specific
subsets of SBCs and SRPs in the network. The
Net-Net
RMCs graphical user interface, or GUI, with global search
and display capabilities simplifies route modification and
creation. To enhance troubleshooting and maintenance,
Net-Net RMC
maintains a history of route changes and system updates and
provides roll-back capability.
15
General
Customers can purchase our products in either a standalone or
high-availability configuration and can license our software in
various configurations depending on customers requirements
for session capacity, feature groups and protocols. The pricing
of our products depends upon the hardware platform (e.g.
Net-Net 4500
or 9200) and related options, the signaling protocols used
(e.g. SIP or H.323), the number of active sessions or
subscribers, and the software feature group options.
Support
and Services
We believe that the provision of a broad range of professional
support services is an integral part of our business model. We
offer services designed to deliver comprehensive support to our
customers and distribution partners through every stage of our
products deployment. Our services can be categorized as
follows:
Professional Services. Our professional
services group provides pre-installation services, such as
planning and consulting and network engineering and design, as
well as installation and network integration services.
Technical Assistance Center. From our
headquarters in Burlington, Massachusetts, we operate a
technical assistance center to provide our customers with
post-installation services such as support and maintenance,
informational services, and technical support services. We
provide remote assistance to customers worldwide, including
periodic updates to our software and product documentation. To
respond to our customers needs, our technical assistance
group is available 24 hours a day, 7 days a week and
accessible by phone,
e-mail and,
when required, on site.
Training. We offer an array of training
courses to our customers covering product and solutions
overview, basic and advanced configuration and administration
and troubleshooting and maintenance. We present these courses at
our corporate and regional headquarters, and we also can deliver
customized versions of the courses at customer sites and at
global training events.
We had 133 employees dedicated to providing these services
as of December 31, 2009 up from 107 at December 31,
2008. We believe our commitment to servicing our customers
provides us with a competitive advantage by helping us to retain
customers and to identify new product opportunities.
Sales and
Marketing
We market and sell our products and support services indirectly
through our distribution partners and directly through our sales
force. Our sales and marketing team consisted of
107 employees and full time contractors as of
December 31, 2009.
Marketing and Product Management. In addition
to building brand awareness and broadly marketing our products,
our marketing team actively supports our sales process and works
to influence next generation service application architectures
and requirements globally by actively contributing to industry
related standards organizations, conferences, trades shows,
publications and analyst consulting services.
Direct Sales. Our direct sales team, with
assistance from marketing, sells directly to large, individual
service providers and enterprises worldwide. We maintain sales
offices in Burlington, Massachusetts; Madrid, Spain; Seoul,
Korea; Tokyo, Japan and Ipswich, United Kingdom. We also have
sales and support personnel in Argentina, Australia, Belgium,
Brazil, Canada, China, Croatia, Czech Republic, France, Germany,
Hong Kong, India, Italy, Jordan, Malaysia, Mexico, the
Netherlands, New Zealand, Peru, Poland, Russia, Singapore, South
Africa, Sweden, Taiwan, Thailand, and throughout the United
States.
Indirect
Distribution Partners
We utilize three different types of indirect distribution
partners: value-added system resellers; distributors and
original equipment manufacturers, or OEMs, to acquire new
customers for our products
16
and technology. System resellers purchase systems comprised of
Acme Packet software and hardware, integrate other value-added
products and services, and resell the combined solution to end
user customers. Our distributors resell Acme Packet systems to
system resellers that do not have a direct purchasing
relationship with Acme Packet. Acme Packet OEMs integrate
Net-Net OS
software or ATCA blades into their own branded products and
resell them directly or indirectly to end user customers. The
Acme Packet brand is a visible secondary brand in these
solutions.
The agreements with our indirect distribution partners typically
have a duration of one to three years and provide for a full
spectrum of sales and marketing services, implementation
services, technical and training support, and warranty
protection. They do not contain minimum sales requirements. We
follow a standard contracting process with our indirect
distribution partners. The first time a distribution partner
places an order for any of our products, we enter into a master
agreement that contains general terms and conditions applicable
to all purchases or licensing of our products. By entering into
this type of distribution partner agreement with us, a
distribution partner does not become obligated to order or
purchase any fixed or minimum quantities of our products. Our
distribution partners generally order products from us by
submitting purchase orders that describe, among other things,
the type and quantities of our products that they desire to
order and the delivery date and other applicable delivery terms
that are applicable to these products. We typically do not offer
contractual rights of return, stock balancing or price
protection to our distribution partners, and actual product
returns from distribution partners have been insignificant to
date. As of December 31, 2009, we had approximately 100
distribution partners. Our partners include many of the largest
networking, telecommunications equipment vendors and systems
integrators in the world, as well as regionally focused
organizations.
Customers
Our products and services have been selected by more than 980
end user customers in 104 countries. These end user customers
consist of legal entities that have either purchased products or
services directly from us or have purchased our products through
one of our distribution partners. Our end-user customers include
incumbent and competitive local exchange and long distance
providers, international service providers, cable operators,
internet telephony service providers, voice application service
providers, wireless service providers, enterprises, contact
centers, universities and government agencies. In addition to
these many different customer profiles, our end-user customers
reflect different services and applications, network types,
business models and countries.
Revenue from customers located outside the United States and
Canada represented 46% of our total revenue in 2009, 49% of our
total revenue in 2008 and 52% of our total revenue in 2007. The
following is a list of our customers who accounted for at least
10% of our net revenue for the applicable period indicated below:
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Year Ended December 31,
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2009
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2008
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2007
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Alcatel-Lucent15%
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Alcatel-Lucent17%
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|
Alcatel-Lucent17%
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Nokia Siemens Networks14%
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Nokia Siemens Networks15%
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Nokia Siemens Networks15%
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Sprint10%
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Sprint13%
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Ericsson11%
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We follow a standard contracting process with all of our
customers. The first time a customer places an order for any of
our products we enter into a master agreement that contains
general terms and conditions applicable to all purchases or
licensing of our products by such customer. By entering into an
end-user or reseller agreement with us, a customer does not
become obligated to order or purchase any fixed or minimum
quantities of our products. Our customers generally order
products from us by submitting purchase orders that describe,
among other things, the type and quantities of our products that
they desire to order and the delivery date and other applicable
delivery terms that are applicable to products.
17
Research
and Development
Continued investment in research and development is critical to
our business. We have assembled a team of 154 engineers as of
December 31, 2009 up from 124 at December 31, 2008,
with expertise in various fields of communications and network
infrastructure. Our research and development organization is
responsible for designing, developing and enhancing our software
products and hardware platforms, performing product testing and
quality assurance activities, and ensuring the compatibility of
our products with third party hardware and software products. We
employ advanced software development tools, including automated
testing, performance monitoring, source code control and defect
tracking systems. In addition, we have invested significant time
and financial resources into the development of our
Net-Net
family of products.
Research and development expense totaled $28.2 million for
2009, $23.0 million for 2008 and $20.8 million for
2007.
Manufacturing
We outsource the manufacturing of our
Net-Net
products. We subcontract all of the manufacturing of our
Net-Net
3800, 4000, and 4500 series of products to Plexus Corporation
and Benchmark Electronics, Inc. We subcontract all of the
manufacturing of our
Net-Net 9000
series of products to Plexus Corporation and TTM Technologies,
Inc. We subcontract all of the manufacturing of our
Net-Net 2600
series of products to NEI, Inc. We have written agreements with
Plexus Corporation and Benchmark Electronics, Inc. We do not
have any written agreements with NEI, Inc. or TTM Technologies,
Inc. We submit purchase orders to these manufacturers that
describe, among other things, the type and quantities of our
products or components to be manufactured by the applicable
manufacturer and the delivery date and other delivery terms
applicable to the products or components. Our manufacturers do
not have any written contractual obligation to accept any
purchase order that we submit for the manufacture of any of our
products or components. If one of our manufacturers accepts in
writing a purchase order submitted by us, the manufacturer is
legally obligated to manufacture the product or component
covered by such purchase order and we are obligated to purchase
and take delivery of such product or component. Our reliance on
outside manufacturers involves a number of potential risks,
including the absence of adequate capacity, the unavailability
of, or interruptions in access to, necessary manufacturing
processes, and reduced control over delivery schedules. In
addition, we cannot be certain or provide any assurance that our
manufacturers will accept all of our purchase orders, or any of
them, and agree to manufacture and supply any or all of our
manufacturing requirements for our products or any components.
If our manufacturers are unable or unwilling to continue
manufacturing our products and components in required volumes,
we will have to identify one or more acceptable alternative
manufacturers. The use of new manufacturers may cause
significant interruptions in supply if the new manufacturers
have difficulty manufacturing products to our specifications.
Although there are multiple sources for most of the component
parts of our products, some of the network processors, traffic
managers, microprocessors and network search engines used in our
product are sourced from single or, in some cases, limited
sources. For example, our contract manufacturers purchase
through electronics distributors various types of network
processors, traffic managers, microprocessors and network search
engines from various component manufacturers, including Applied
Micro Circuits Corporation, Broadcom Corporation, Freescale
Semiconductor, Inc., Marvell Semiconductor, Inc., Mindspeed
Technologies, Inc., Intel Corporation, Micron Technology, Inc.,
Exar Corporation, and Netlogic Microsystems, Inc., which are
presently our contract manufacturers sole sources for
these particular components. We do not have a written agreement
with any of these component manufacturers to guarantee the
supply of the key components used in our products, and we do not
require any of our contract manufacturers to have a written
agreement with any of these component manufacturers. We
regularly monitor the supply of the component parts and the
availability of alternative sources. Also, we have entered into
arrangements with a few electronics distributors which require
the electronics distributors to establish and maintain at least
three months inventory of certain key components, and, at
the request of our contract manufacturers, to supply all or a
portion of the key components held
18
pursuant to this arrangement to our contract manufacturers for
use in the manufacture of our products. Our contractual
arrangements with the electronics distributors do not provide
for the electronics distributors to enter into any contract with
any of these component manufacturers to guarantee the supply of
these key components. Our contract manufacturers provide
forecasts to the electronics distributors of our
manufacturers requirements of these key components. These
electronics distributors use the forecasts to source the key
components from time to time, to the extent that these key
components are available from the applicable component
manufacturers, with the objective of maintaining at all times at
least three months supply of these key components
available for delivery to our contract manufacturers. When our
contract manufacturers require certain key components for use in
the manufacture of our products, we direct them to issue
purchase orders to the applicable electronics distributor and,
if the applicable electronics distributor has the requested
quantities of these key components on hand, it will accept the
purchase order issued by our contract manufacturers and supply
the quantities of the key components covered by the purchase
order. Despite these arrangements, we cannot be certain or
provide any assurance that the applicable component
manufacturers will accept all of the purchase orders, or any of
them, issued by these electronics distributors and agree to
supply any of the quantities of these components requested by
these electronics distributors. Accordingly, we cannot be
certain or provide any assurance that these electronics
distributors will have at all times at least three months
inventory of these key components or any quantities of the key
components in inventory or that our contract manufacturers will
be able to source their requirements of these key components
from other sources in the event that the electronics
distributors cannot meet our contract manufacturers
requirements.
If our supply of any key component is disrupted, we may be
unable to deliver our products to our customers on a timely
basis, which could result in lost or delayed revenue, injury to
our reputation, increased manufacturing costs and exposure to
claims by our customers. Even if alternate suppliers are
available, we may have difficulty identifying them in a timely
manner, we may incur significant additional expense in changing
suppliers, and we may experience difficulties or delays in the
manufacturing of our products.
Competition
The market for SBCs is competitive and continually evolving.
While we believe we are currently the market leader, we expect
competition to persist and intensify in the future as the SBC
market grows and gains greater attention. We believe the
following factors are the principal methods of competition in
the SBC market:
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customer traction and experience;
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breadth of standards support;
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depth of border control features;
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proven interoperability and a carrier-class platform; and
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competitive costs.
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Our primary competitors now include Cisco Systems, Inc., Genband
Inc., Telefonaktiebolaget LM Ericsson, Huawei Technologies Co.,
Ltd. and Sonus Networks Inc. We believe we compete successfully
with all of these companies based upon our experience in
interactive communications networks, the breadth of our
applications and standards support, the depth of our border
control features, the demonstrated ability of our products to
interoperate with key communications infrastructure elements,
and our comprehensive service and support. We also believe our
products are priced competitively with other market offerings.
As the SBC market opportunity grows, we expect competition from
additional networking and IP communications equipment
suppliers, including some of our distribution partners.
19
Our current and potential competitors may have significantly
greater financial, technical, marketing and other resources than
we do and may be able to devote greater resources to the
development, promotion, sale and support of their products. Our
competitors may have more extensive customer bases and broader
customer relationships than we do, including relationships with
our potential customers. In addition, these companies may have
longer operating histories and greater name recognition than we
do. Our competitors may be in a stronger position to respond
quickly to new technologies and may be able to market and sell
their products more effectively. Moreover, if one or more of our
competitors were to merge or partner with another of our
competitors, the change in the competitive landscape could
adversely affect our ability to compete effectively.
Intellectual
Property
Our success as a company depends upon our ability to protect our
core technology and intellectual property. To accomplish this,
we rely on a combination of intellectual property rights,
including patents, trade secrets, copyrights and trademarks, as
well as customary contractual protections.
As of December 31, 2009, we had been issued fourteen
U.S. patents and we had twelve U.S. utility patent
applications pending, as well as counterparts pending in other
jurisdictions around the world. Our three registered trademarks
in the United States are Acme Packet,
Net-Net
and Acme Packet Session Aware Networking.
In addition to the protections described above, we generally
control access to and use of our proprietary software and other
confidential information through the use of internal and
external controls, including contractual protections with
employees, contractors, customers and partners, and our software
is protected by U.S. and international copyright laws. We
also incorporate a number of third party software programs into
our Net-Net
products pursuant to license agreements.
We may not receive competitive advantages from the rights
granted under our patents and other intellectual property
rights. Our competitors may develop technologies that are
similar or superior to our proprietary technologies, duplicate
our proprietary technologies or design around the patents owned
or licensed by us. Our existing and future patents may be
circumvented, blocked, licensed to others or challenged as to
inventorship, ownership, scope, validity or enforceability. It
is possible that in the future, we may be advised by third
parties of information that could negatively affect the scope or
enforceability of either our present or future patents.
Furthermore, our pending and future patent applications may not
issue with the scope of claims sought by us, if at all, or the
scope of claims we are seeking may not be sufficiently broad to
protect our proprietary technologies. Moreover, we have adopted
a strategy of seeking limited patent protection with respect to
the technologies used in or relating to our products. If our
products, patents or patent applications are found to conflict
with any patents held by third parties, we could be prevented
from selling our products, our patents may be declared invalid
or our patent applications may not result in issued patents. In
international countries, we may not receive effective patent,
copyright and trademark protection. We may be required to
initiate litigation in order to enforce any patents issued to
us, or to determine the scope or validity of a third
partys patent or other proprietary rights. In addition, in
the future we may be subject to lawsuits by third parties
seeking to enforce their own intellectual property rights, as
described in Risk FactorsClaims by other parties
that we infringe their proprietary technology could force us to
redesign our products or to incur significant costs.
We license our software pursuant to agreements that impose
restrictions on customers ability to use the software,
such as prohibiting reverse engineering and limiting the use of
copies. We also seek to avoid disclosure of our intellectual
property by requiring employees and consultants with access to
our proprietary information to execute nondisclosure and
assignment of intellectual property agreements and by
restricting access to our source code. Other parties may not
comply with the terms of their agreements with us, and we may
not be able to enforce our rights adequately against these
parties.
20
Employees
As of December 31, 2009, we had 450 employees and
full-time independent contractors, consisting of
107 employees and full time independent contractors engaged
in sales and marketing, 154 employees engaged in
engineering, 133 employees and full-time independent
contractors engaged in professional support services,
28 employees engaged in manufacturing, and
28 employees engaged in finance, administration and
operations. A total of 97 employees and full-time
independent contractors were located outside of the United
States. None of our employees are represented by labor unions or
covered by a collective bargaining agreement. We have not
experienced any work stoppages, and we consider our current
employee relations to be good.
Set forth below and elsewhere in this Annual Report on
Form 10-K
and in other documents we file with the SEC are risks and
uncertainties that could cause actual results to differ
materially from the results contemplated by the forward-looking
statements contained in this Annual Report on
Form 10-K.
Because of the following factors, as well as other variables
affecting our operating results, past financial performance
should not be considered as a reliable indicator of future
performance and investors should not use historical trends to
anticipate results or trends in future periods.
Risks
Relating to Our Business
The
worldwide economic downturn, including recent developments in
the financial markets in the United States and elsewhere in the
world may adversely affect our operating results and financial
condition.
As widely reported, financial markets in the United States,
Europe and Asia have experienced extreme disruption within the
past eighteen months, including, among other things, extreme
volatility in security prices, severely diminished liquidity and
credit availability, rating downgrades of certain investments
and declining valuations of others. Governments have taken
unprecedented actions intended to address extreme market
conditions, such as the severe restrictions on credit and
declines in real estate values. While currently these conditions
have not impaired our ability to access credit markets and
finance operations, there can be no assurance that there will
not be a further deterioration in financial markets and
confidence in major economies. These economic developments
affect our business in a number of ways. The current tightening
of credit in financial markets adversely affects the ability of
our customers and suppliers to obtain financing for significant
purchases and operations, and could result in a decrease in
demand for our products and services. Our customers
ability to pay for our solutions may also be impaired, which may
lead to an increase in our allowance for doubtful accounts and
write-offs of accounts receivable. For example, during 2008 we
had a significant increase in our allowance for doubtful
accounts primarily related to the bankruptcy proceedings of one
of our distribution partners.
Our global business is also adversely affected by decreases in
the general level of economic activity, such as decreases in
business and consumer spending. Our success depends on our
ability to effectively plan and manage our resources through
rapidly fluctuating economic market conditions. We are unable to
predict the likely duration and severity of the current
disruption in financial markets and adverse economic conditions
in the United States and other countries. Should these economic
conditions result in our not meeting our revenue growth
objectives, it may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows.
Additionally, our current economic and taxing policies are
subject to change by the U.S. government legislators which
may have an adverse impact on our future financial results.
Until the new legislative agenda is finalized and enacted, it is
not possible to determine the impact of such changes, if any.
21
Because
we derive a significant portion of our revenue from interactive
communications service providers, our operating results will
suffer if the interactive communications industry experiences an
economic downturn.
We derive a significant portion of our revenue from the
communications industry. Our future success depends upon the
continued demand for communications equipment by service
providers, enterprises, government agencies and contact centers.
The communications industry is cyclical and reactive to general
economic conditions. Economic conditions worldwide have, from
time to time, contributed to slowdowns in the communications
industries and networking industries at large. In the past,
worldwide economic downturns, pricing pressures and deregulation
have led to consolidations and reorganizations. These downturns,
pricing pressures and restructurings caused delays and
reductions in capital and operating expenditures by our
customers. These delays and reductions, in turn, could reduce
demand for communications products like ours. A reoccurrence of
these industry patterns, as well as general domestic and
international economic conditions and other factors that reduce
spending by companies in the communications industry, may have a
material adverse effect on our consolidated financial position,
results of operations, or cash flows.
We
rely on many distribution partners to assist in selling our
products, and if we do not develop and manage these
relationships effectively, our ability to generate revenue and
control expenses will be adversely affected.
As of December 31, 2009, we had more than 100 distribution
partners. Our success is highly dependent upon our ability to
continue to establish and maintain successful relationships with
these distribution partners from whom, collectively, we derive a
significant portion of our revenue, and who may comprise a
concentrated amount of our accounts receivable at any point in
time. Revenue derived through distribution partners accounted
for 63% and 59% of our total revenue in 2009 and 2008,
respectively, while two distribution partners represented 31%
and 32% of our accounts receivable as of December 31, 2009
and 2008, respectively. Given the current global economic
conditions, there is a risk that one or more of our distribution
partners could cease operations. For example, one of our
distribution partners entered into bankruptcy proceedings in
January 2009, which caused us to increase our allowance for
doubtful accounts as of December 31, 2008. Although we have
entered into contracts with each of our distribution partners,
our contractual arrangements are not exclusive and do not
obligate our distribution partners to order, purchase or
distribute any fixed or minimum quantities of our products.
Accordingly, our distribution partners, at their sole
discretion, may choose to purchase session border controllers,
or SBCs, from our competitors rather than from us. Under our
contracts with our distribution partners, they generally order
products from us by submitting purchase orders that describe,
among other things, the type and quantities of our products
desired, delivery date and terms applicable to the ordered
products. Accordingly, our ability to sell our products and
generate significant revenue through our distribution partners
is highly dependent on the continued desire and willingness of
our distribution partners to purchase and distribute our
products and on the continued cooperation between us and our
distribution partners. Some of our distribution partners have or
may develop competitive products in the future or may already
have other product offerings that they may choose to offer and
support in lieu of our products. Divergence in strategy, change
in focus, competitive product offerings, potential contract
defaults, and changes in ownership or management of a
distribution partner may interfere with our ability to market,
license, implement or support our products with that party,
which in turn may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows. Some of our competitors may have stronger relationships
with our distribution partners than we do, and we have limited
control, if any, as to whether those partners implement our
products rather than our competitors products or whether
they devote resources to market and support our
competitors products rather than our offerings.
Moreover, if we are unable to leverage our sales, support and
services resources through our distribution partner
relationships, we may need to hire and train additional
qualified sales, support and services personnel. We cannot be
assured, however, that we will be able to hire additional
qualified sales and support and services personnel in these
circumstances and our failure to do so may restrict our ability
to generate revenue or implement our products on a timely basis.
Even if we are successful in
22
hiring additional qualified sales, support and services
personnel, we will incur additional costs and our operating
results, including our gross margin, may have a material adverse
effect on our consolidated financial position, results of
operations, or cash flows.
We
depend on a limited number of customers for a substantial
portion of our revenue in any period, and the loss of, or a
significant shortfall in orders from, key customers could
significantly reduce our revenue.
We derive a substantial portion of our total revenue in any
period from a limited number of customers as a result of the
nature of our target market and the current stage of our
development. During any given period, a small number of
customers may each account for 10% or more of our revenue. For
example, two such customers accounted for 29% of our total
revenue in 2009 and three such customers accounted for 42% of
our total revenue in 2008. Additionally, we do not enter into
long-term purchase contracts with our customers, and we have no
contractual arrangements to ensure future sales of our products
to our existing customers. Our inability to generate anticipated
revenue from our key existing or targeted customers, or a
significant shortfall in sales to them could have a material
adverse effect on our consolidated financial position, results
of operations, or cash flows. Our operating results in the
foreseeable future will continue to depend on our ability to
effect sales to existing and other large customers.
We
recently acquired Covergence Inc. and may undertake additional
acquisitions to further expand our business, which may pose
risks to our business and dilute the ownership of our
existing stockholders.
As part of our growth strategy, in April 2009, we acquired
Covergence Inc., or Covergence, a privately held company located
in Maynard, Massachusetts, which provided software-based SBCs
for the delivery of VoIP/IP telephone, unified
communications and service-orientated architecture applications.
Whether we realize the anticipated benefits from this
transaction will depend in part upon the integration of the
acquired business, the performance of the acquired products,
capacities of the technologies acquired as well as the personnel
hired in connection with this acquisition. Accordingly, our
results of operations could be adversely affected from
transaction-related charges, amortization of intangible assets
and charges for impairment of long-term assets and there can be
no assurance that this transaction will be successful. In
addition, as part of the merger consideration for the
acquisition of Covergence, we issued 2,874,383 shares of
common stock and registered these shares with the Securities and
Exchange Commission, or SEC, for resale by the new stockholders.
As a result, our stockholders experienced dilution when these
shares became available for resale.
Prior to this acquisition, our business and our customer base
had been built through organic growth. While we do not have any
present plans to acquire businesses, technologies or services,
we may enter into such arrangements in the future in order to
expand our capabilities, enter new markets, or increase our
market share. Integrating any newly acquired businesses,
technologies or services is likely to be expensive and time
consuming. To finance any acquisition, it may require us to
raise additional funds through public or private financings.
Additional funds may not be available on terms that are
favorable to us and, in the case of equity financings, may
result in dilution to our stockholders. If we do complete any
acquisitions, we may be unable to operate the acquired
businesses profitably or otherwise implement our strategy
successfully. If we are unable to integrate any newly acquired
entities, technologies or services effectively, our business and
results of operations will suffer. The time and expense
associated with finding suitable and compatible businesses,
technologies or services could also disrupt our ongoing business
and divert our managements attention. Future acquisitions
by us could also result in large and immediate write-offs or
assumptions of debt and contingent liabilities, any of which may
have a material adverse effect on our consolidated financial
position, results of operations, or cash flows.
23
Over
the long term we intend to increase our investment in
engineering, sales, service, manufacturing and administration
activities, and these investments may achieve delayed, or lower
than expected benefits which could harm our operating
results.
While recently we have focused on managing our costs and
expenses, over the long term, we intend to continue to add
personnel and other resources to our engineering, sales,
service, and manufacturing functions as we focus on developing
emerging technologies, the next wave of advanced technologies,
capitalizing on our emerging market opportunities, enhancing our
evolving support model and increasing our market share gains. We
are likely to recognize the costs associated with these
investments earlier than some of the anticipated benefits, and
the return on these investments may be lower, or may develop
more slowly, than we expect. If we do not achieve the benefits
anticipated from these investments, or if the achievement of
these benefits is delayed, our consolidated financial position,
results of operations, or cash flows may be adversely affected.
The
unpredictability of our quarterly results may adversely affect
the trading price of our common stock.
If our quarterly revenue, earnings or other operating results
fall below the expectations of securities analysts or investors,
the price of our common stock could decrease substantially. Our
operating results can vary significantly from quarter to quarter
due to a number of factors, many of which are outside of our
control. Generally, purchases of communications equipment by
services providers, enterprises, governments and contact centers
have been unpredictable and clustered, rather than predictable
and steady, they frequently build out and update their
communications networks in stages. In addition, the following
factors, among others, can contribute to the unpredictability of
our quarterly operating results:
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fluctuations in demand for our products, and the timing and size
of customer orders;
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the length and variability of the sales and deployment cycles
for our products, and the corresponding timing of recognizing
revenue;
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new product introductions and enhancements by our competitors
and us;
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changes in our pricing policies or the pricing policies of our
competitors;
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changes in our third party manufacturing costs or in the prices
of components and materials used in our products;
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our ability to develop, introduce and deploy new products and
product enhancements that meet customer requirements in a timely
manner;
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our ability to obtain sufficient supplies of limited source
components or materials;
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our ability to attain and maintain production volumes and
quality levels for our products; and
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general economic conditions, as well as those specific to the
communications, networking and related industries.
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As with other communications equipment suppliers, we may
recognize a substantial portion of our revenue in a given
quarter from sales booked and shipped in the last month of that
quarter. As a result, a delay in customer orders is likely to
result in a delay in shipments and recognition of revenue beyond
the end of a given quarter. Because a relatively small number of
customers may account for a substantial portion of our revenue
in any quarter, any such delay in an order from a customer may
have a material adverse effect on our consolidated financial
position, results of operations, or cash flows.
Our operating expenses are largely based on our anticipated
revenue growth and related organizational growth. Most of our
expenses, such as employee compensation, are relatively fixed in
the short term. As a result, any shortfall in revenue in
relation to our expectations, whether for the reasons set
24
forth above, the reasons identified below or any other reason,
could cause significant changes in our operating results from
quarter to quarter and could result in lower quarterly earnings.
We believe that
quarter-to-quarter
comparisons of our operating results are not a good indication
of our future performance. It is likely that in some future
quarters our operating results will be below the expectations of
securities analysts and investors. In this event, the price of
our common stock may decrease substantially.
Our
dependence on outside contractors for critical manufacturing
services could result in product delivery delays and damage our
customer relations.
We outsource the manufacturing of our
Net-Net
products. We subcontract all of the manufacturing of our
Net-Net
3800, 4000 and 4500 series of products to Plexus Corporation and
Benchmark Electronics, Inc. We subcontract all of the
manufacturing of our
Net-Net 9000
series of products to Plexus Corporation and TTM Technologies,
Inc. We subcontract all of the manufacturing of our
Net-Net 2600
series of products to NEI, Inc. We submit purchase orders to
these manufacturers that describe, among other things, the type
and quantities of our products or components to be manufactured
by the applicable manufacturer and the delivery date and other
terms applicable to the products or components. Our
manufacturers do not have any written contractual obligation to
accept any purchase order that we submit for the manufacture of
any of our products or components. If one of our manufacturers
accepts in writing a purchase order submitted by us, the
manufacturer is legally obligated to manufacture the product or
component covered by such purchase order and we are obligated to
purchase and take delivery of such product or component. Our
reliance on outside manufacturers involves a number of potential
risks, including the absence of adequate capacity, the
unavailability of, or interruptions in access to, necessary
manufacturing processes, and reduced control over delivery
schedules.
As a result of the recent global financial market conditions, it
is possible that any of our outside contractors could experience
interruptions in production, cease operations or alter our
current arrangements. If this were to occur, it could adversely
affect our business. In addition, we cannot be certain or
provide any assurance that our manufacturers will accept any or
all of our purchase orders and agree to manufacture and supply
any or all of our manufacturing requirements for our products or
any components. If our manufacturers are unable or unwilling to
continue manufacturing our products and components in required
volumes, we will have to identify one or more acceptable
alternative manufacturers. The use of new manufacturers may
cause significant interruptions in supply if the new
manufacturers have difficulty manufacturing products to our
specifications and may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows.
Certain
component parts used in the manufacture of our products are
sourced from single or limited sources. If our contract
manufacturers are unable to obtain these components on a timely
basis, we will not be able to meet our customers product
delivery requirements, which could harm our reputation and
adversely affect our operating results.
Certain key components used in the manufacture of our products
are sourced from single or, in some cases, limited sources. For
example, the third parties that we hire to manufacture our
products, or contract manufacturers, purchase through
electronics distributors various types of network processors,
traffic managers, microprocessors and network search engines.
Specifically, Applied Micro Circuits Corporation, Broadcom
Corporation, Exar Corporation, Freescale Semiconductor, Inc.,
Intel Corporation, Marvell Semiconductor, Inc., Micron
Technology, Inc., Mindspeed Technologies, Inc. and Netlogic
Microsystems, Inc., are presently the sole sources for
particular components. We do not have a written agreement with
any of these component manufacturers to guarantee the supply of
key components used in our products, and we do not require any
of our contract manufacturers to have a written agreement with
any of these component manufacturers. Our contractual
arrangements with our electronics distributors do not provide
for these electronics distributors to enter into any contract
with any component manufacturer to guarantee the supply of these
key components. We have entered into arrangements with our
contract manufactures and electronic distributors to source key
components. Despite these
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arrangements, we cannot be certain or provide any assurance that
the component manufacturers will accept any or all of the
purchase orders, issued by the electronics distributors and
agree to supply any or all of the quantities requested.
Accordingly, we cannot be certain or provide any assurance that
these electronics distributors will have at all times at least
three months supply of these key components or any
quantities of the key components in inventory or that our
contract manufacturers will be able to source their requirements
of the key components from other sources in the event that the
electronics distributors cannot meet our contract
manufacturers requirements. Additionally, if our contract
manufacturers underestimate our component requirements, or if we
fail to accurately predict our manufacturing requirements, they
may not have an adequate supply, which could interrupt
manufacturing of our products and result in delays in shipments.
If any of our sole or limited source suppliers experience
capacity constraints, work stoppages or other reductions or
disruptions in output, they may not be able to meet, or may
choose not to meet, our delivery schedules. In light of the
recent downturn in the global economic conditions, there is also
the risk that these electronics distributers could experience
interruptions in production, case operations, or alter our
current arrangements. Also our suppliers may:
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enter into exclusive arrangements with our competitors;
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be acquired by our competitors;
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stop selling their products or components to us at commercially
reasonable prices;
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refuse to sell their products or components to us at any
price; or
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be unable to obtain or have difficulty obtaining components for
their products from their suppliers.
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If our supply of any key components is disrupted, we may be
unable to deliver our products to our customers on a timely
basis, which could result in lost or delayed revenue, injury to
our reputation, increased manufacturing costs and exposure to
claims by our customers. Even if alternate suppliers are
available, we may have difficulty identifying them in a timely
manner, we may incur significant additional expense in changing
suppliers, and we may experience difficulties or delays in the
manufacturing of our products. For example, we have customized
some of our hardware products to accommodate the design of some
key components, and the loss of the sole supplier of a key
customized component could require that we redesign related
components to accommodate replacement components. Any failure to
meet our customers delivery requirements could harm our
reputation and may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows.
If the
market for our products does not continue to develop as we
anticipate, our revenue may decline or fail to grow, which would
adversely affect our operating results.
Despite introducing one additional category of product in 2009,
the session-aware load balancer, and two additional categories
of products in 2008, the multiservice security gateway, or MSG,
and the session routing proxies, or SRP, we derive, and expect
to continue to derive, a significant amount of our revenue from
providing SBCs. The market for SBCs is relatively new and still
evolving, and it is uncertain whether these products will
achieve and sustain high levels of demand and market acceptance.
Our success will depend to a substantial extent on the
willingness of interactive communications service providers to
continue to implement SBCs.
Some service providers or enterprises may be reluctant or
unwilling to implement SBCs for a number of reasons, including
failure to perceive the need for improved quality and security
of interactive communications across internet protocol, or IP,
borders and lack of knowledge about the potential benefits that
SBCs may provide. Even if service providers or enterprises
recognize the need for improved quality and security of
interactive communications across IP borders, they may not
select SBCs such as ours because they choose to wait for the
introduction of products and technologies that serve as a
replacement or substitute for, or represent an improvement over,
our SBCs.
26
If service providers or enterprises do not perceive the benefits
of SBCs, the SBC market may not continue to develop or may
develop more slowly than we expect, either of which would
adversely affect our revenue. Because the market for SBCs is
developing and the manner of its development is difficult to
predict, we may make errors in predicting and reacting to
relevant business trends, which may have a material adverse
effect on our consolidated financial position, results of
operations, or cash flows.
Our
large customers have substantial negotiating leverage, which may
require that we agree to terms and conditions that could result
in decreased revenues and increased cost of sales.
Many of our customers are large interactive communications
service providers that have substantial purchasing power and
leverage in negotiating contractual arrangements with us. These
customers may require us to develop additional features and
require penalties for performance obligations, such as delivery,
outages and response time. As we seek to sell more products to
large service providers, we may be required to agree to
additional performance-based terms and conditions, which may
affect the timing of revenue recognition and may have a material
adverse effect on our consolidated financial position, results
of operations, or cash flows.
If
functionality similar to that offered by our SBCs is added to
existing network infrastructure elements, organizations may
decide against adding our SBCs to their network which would
cause the market for standalone SBC systems to decrease
resulting in fewer customers for and decreased sales of
standalone SBC systems.
Other providers of network infrastructure elements are offering
or proposing to offer functionality aimed at addressing the
problems addressed by our products. The inclusion of, or the
announcement of an intent to include, functionality perceived to
be similar to that offered by our products in infrastructure
elements that are already generally accepted as necessary
components of network architecture may cause the market not to
grow as predicted, which would have an adverse effect on our
ability to market and sell certain of our products. Furthermore,
even if the functionality offered by other network
infrastructure elements is more limited than our products, a
significant number of customers may elect to accept such limited
functionality in lieu of adding additional equipment from an
additional vendor, which could also have a material adverse
effect on the market for standalone SBC systems. Many
organizations have invested substantial personnel and financial
resources to design and operate their networks and have
established deep relationships with other providers of network
infrastructure elements, which may make them reluctant to add
new components to their networks, particularly from new vendors.
In addition, an organizations existing vendors or new
vendors with a broad product offering may be able to offer
concessions that we are not able to match because we currently
offer only a single line of products and may have fewer
financial resources than some of our competitors. If
organizations are reluctant to add additional network
infrastructure from new vendors or otherwise decide to work with
their existing vendors, the revenue derived from our products
may prove smaller than predicted which may have a material
adverse effect on our consolidated financial position, results
of operations, or cash flows.
If the
migration to IP network architecture for real-time
interactive communications does not continue, the SBC market may
not expand as predicted, and our ability to obtain new customers
may decrease.
We derive our revenue by providing SBCs to interactive
communications service providers seeking to deliver premium
interactive communications over IP networks. Our success
depends on the continued migration of service providers
networks to a single IP network architecture. The migration
of voice traffic from the public switched telephone network, or
PSTN, to IP networks is in its early stages, and the
continued migration to IP networks depends on a number of
factors outside of our control. Among other things, existing
networks include switches and other equipment that may have
estimated useful lives of twenty years or more and therefore may
continue to operate reliably for a lengthy period of time. Other
factors that may delay the migration to IP networks include
service providers concerns regarding initial capital
outlay requirements, available capacity on legacy networks,
competitive and regulatory issues, and the implementation of an
enhanced services business model. As a result, service providers
may defer investing in products such as ours that are designed
to migrate interactive
27
communications to IP networks. If the migration to
IP networks does not occur for these or other reasons, or
if it occurs more slowly than we expect, the SBC market may not
expand as predicted, if at all, and we will not be able to gain
new customers. In addition, even if there is a successful
migration to an IP network for interactive communications,
new unforeseen technologies may render the SBC unnecessary. As a
result, our revenues would decrease which would have a material
adverse effect on our consolidated financial position, results
of operations, or cash flows.
If we
do not timely deliver new and enhanced products that respond to
customer requirements and technological changes, interactive
communications service providers may not buy our products and
our revenue may decline.
To achieve market acceptance for our products, we must
effectively anticipate, and adapt in a timely manner to,
customer requirements and offer products that meet changing
customer demands. Prospective customers may require product
features and capabilities that our current products do not have.
For example, our most recent product introductions, the
Net-Net
26000 series,
Net-Net 3800
series and
Net-Net 4500
series, may not adequately respond to new customer demands, and,
therefore, demand for our products may decrease or may fail to
increase to the extent contemplated by our business plan. If we
fail to develop products that satisfy customer requirements, our
ability to create or increase demand for our products will be
adversely affected, and we may lose current and prospective
customers which could have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows.
The market for SBCs is characterized by rapid technological
change, frequent new product introductions and evolving industry
requirements. We may be unable to respond quickly or effectively
to these developments. We may experience difficulties with
software development, hardware design, manufacturing or
marketing that could delay or prevent our development,
introduction or implementation of new products and enhancements.
The introduction of new products by competitors, the emergence
of new industry standards, or the development of entirely new
technologies to replace existing product offerings could render
our existing or future products obsolete. If our products become
technologically obsolete, customers may purchase solutions from
our competitors and we may be unable to sell our products in the
marketplace and generate revenue which may have a material
adverse effect on our consolidated financial position, results
of operations, or cash flows.
The
long and variable sales and deployment cycles for our products
may cause our operating results to vary materially, which could
result in a significant unexpected revenue shortfall in any
given quarter.
Our products have lengthy sales cycles, which typically extend
from six to twelve months and may take up to two years. A
customers decision to purchase our products often involves
a significant commitment of its resources and a product
evaluation and qualification process that can vary significantly
in length. The length of our sales cycles also varies depending
on the type of customer to which we are selling, the product
being sold and the type of network in which our product will be
utilized. We may incur substantial sales and marketing expenses
and expend significant management effort during this time,
regardless of whether the customer decides to make a purchase.
Even after making the decision to purchase our products, our
customers may deploy our products slowly. Timing of deployment
can vary widely among customers. The length of a customers
deployment period may directly affect the timing of any
subsequent purchase of additional products by that customer.
As a result of the lengthy and uncertain sales and deployment
cycles for our products, it is difficult for us to predict the
timing in which our customers may purchase additional products
or features from us, and our operating results may vary
significantly from quarter to quarter, which may have a material
adverse effect on our consolidated financial position, results
of operations, or cash flows.
28
If our
products do not interoperate with our customers existing
networks, the demand for our products will
decrease.
Our products must interoperate with our customers existing
networks, each of which may have different specifications. An
unanticipated lack of interoperability may result in significant
support and repair costs and harm our relations with customers.
If our products do not interoperate with those of our
customers networks, installations could be delayed or
orders for our products could decrease, which would result in
loss of customers which could have a material adverse effect on
our consolidated financial position, results of operations, or
cash flows.
Our
international operations expose us to additional business risks
and failure to manage these risks may adversely affect our
international revenue.
In 2009, 46% of our revenue was attributable to our
international customers and we plan to expand our international
operations in the future. The success of our business may
depend, in part, on our ability to expand into international
markets. Any expansion into international markets will require
significant resources and management attention and will subject
us to new regulatory, economic and political risks. We have
employees in Argentina, Australia, Belgium, Brazil, Canada,
China, Croatia, Czech Republic, France, Germany, Hong Kong,
India, Italy, Jordan, Japan, Korea, Malaysia, Mexico, the
Netherlands, New Zealand, Peru, Poland, Russia, Singapore, South
Africa, Spain, Sweden, Taiwan, Thailand, and the United Kingdom.
Given our limited experience in international markets, we cannot
be sure that any further international expansion will be
successful. In addition, we will face new risks in doing
business internationally. These risks could reduce demand for
our products, lower the prices at which we can sell our products
or otherwise may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows. Among the risks we believe are most likely to affect us
are:
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our ability to comply with differing technical standards and
certification requirements outside the United States;
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costs of staffing and managing international operations;
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substantially longer payment terms and greater difficulty in
collecting accounts receivable;
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changes in regulatory requirements;
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reduced protection for intellectual property rights in some
countries;
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new and different sources of competition;
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fluctuations in currency exchange rates;
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adverse tax consequences; and
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political and economic instability and terrorism.
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The
market for SBCs is competitive and continually evolving, and if
we are not able to compete effectively, we may not be able to
continue to expand our business as expected and our business may
suffer.
Although relatively new, the market for SBCs is competitive and
continually evolving. We expect competition to persist and
intensify in the future as the SBC market grows and new and
existing competitors devote considerable resources to
introducing and enhancing products. Our primary competitors now
include Cisco Systems, Inc., and Genband Inc., through its
acquisition of NextPoint Networks Inc. In addition, we compete
with some of the companies with which we have distribution
partnerships, such as Huawei Technologies Co., Ltd., Sonus
Networks Inc. and Telefonaktiebolaget LM Ericsson. We believe we
compete successfully with all of these companies based upon our
experience in interactive
29
communications networks, the breadth of our applications and
standards support, the depth of our border control features, the
demonstrated ability of our products to interoperate with key
communications infrastructure elements, and our comprehensive
service and support.
Networking and telecommunications equipment suppliers without
competitive solutions today may introduce solutions in the
future, either through internal development or acquisition. For
example, in 2007 Cisco Systems, Inc. introduced its Unified
Border Element. These additional competitors may include some of
our distribution partners. Any new entrant would be likely to
devote significant sales and marketing resources to establish
its position in the SBC market and may be willing to price its
products at a discount or bundle its products with other
equipment or services in an attempt to rapidly gain market
share. New product introductions or new market entrants could
cause service providers to delay purchase decisions or reopen
bidding processes. If new product enhancements and introductions
are superior to ours, and we are unable to make comparable
enhancements to our products, our competitive advantage would be
compromised which may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows.
We may not be able to compete effectively against current and
potential competitors, especially those with significantly
greater resources and market leverage. Our competitors may have
more extensive customer bases and broader customer relationships
than we do, including relationships with our potential
customers. In addition, these companies may have longer
operating histories and greater name recognition than we do.
These competitors may be in a position to respond more quickly
than we do to new or emerging technologies or changes in
customer requirements or may foresee the course of market
developments more accurately than we do. As a result, we may
experience price reductions for our products, decreases in order
placement and increased expenses which may have a material
adverse effect on our consolidated financial position, results
of operations, or cash flows.
Our
revenue growth may be constrained by our product concentration
and lack of revenue diversification.
We have derived the majority of our revenue to date from sales
of our SBCs, and we expect that our SBCs will account for
substantially all of our revenue for the foreseeable future.
Continued market acceptance of these products is critical to our
future success. As a result, our consolidated financial
position, results of operations, or cash flows may be materially
adversely affected by:
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any decline in demand for our existing products;
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the failure of our existing products to achieve continued market
acceptance;
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the introduction of products and technologies that serve as a
replacement or substitute for, or represent an improvement over,
our existing products;
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technological innovations or new standards that our existing
products do not address; and
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our inability to release enhanced versions of our existing
products on a timely basis.
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Changes
in effective tax rates or adverse outcomes resulting from
examination of our income or other tax returns could adversely
affect our results.
Our future effective tax rates could be subject to volatility or
adversely affected by earnings being lower than anticipated in
countries where we have lower statutory rates and higher than
anticipated earnings in countries where we have higher statutory
rates; by changes in the valuation of our deferred tax assets
and liabilities; by expiration of, or lapses in, the research
and development tax credit laws; by tax effects of stock-based
compensation; by costs related to intercompany restructurings;
or by changes in tax laws, regulations, accounting principles,
or interpretations thereof. In addition, we are subject to the
continuous examination of our income tax returns by the Internal
Revenue Service and other tax authorities. We regularly assess
the likelihood of adverse outcomes resulting from these
examinations to determine the adequacy of our provision for
income taxes. Adverse outcomes from these continuous
30
examinations may have a material adverse effect on our
consolidated financial position, operating results, or cash
flows.
Future
interpretations of existing accounting standards could adversely
affect our operating results.
Generally accepted accounting principles in the United States
are subject to interpretation by the Financial Accounting
Standards Board, or FASB, the American Institute of Certified
Public Accountants, or AICPA, the Securities and Exchange
Commission, or SEC, and various other bodies formed to
promulgate and interpret appropriate accounting principles. A
change in these principles or interpretations could have a
significant effect on our reported financial results, and could
affect the reporting of transactions completed before the
announcement of a change.
For example, we recognize our product software license revenue
in accordance with the accounting standards for software revenue
recognition. The AICPA and its Software Revenue Recognition Task
Force continue to issue interpretations and guidance for
applying the relevant accounting standards to a wide range of
sales contract terms and business arrangements that are
prevalent in software licensing arrangements. Future
interpretations of existing accounting standards, or changes in
our business practices could result in future changes in our
revenue recognition accounting policies that may have a material
adverse effect on our results of operations. We may be required
to delay revenue recognition into future periods, which could
adversely affect our operating results. In the future we may
have to defer recognition for license fees due to several
factors, including whether a transaction involves:
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software arrangements that include undelivered elements for
which we do not have vendor specific objective evidence of fair
value;
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requirements that we deliver services for significant
enhancements and modifications to customize our software for a
particular customer; or
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material acceptance criteria.
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Because of these factors and other specific requirements under
accounting principles generally accepted in the United States
for software revenue recognition, we must have very precise
terms in our software arrangements in order to recognize revenue
when we initially deliver software or perform services.
Negotiation of mutually acceptable terms and conditions can
extend our sales cycle, and we sometimes accept terms and
conditions that do not permit revenue recognition at the time of
delivery. There can be no assurance that the outcomes from these
continuous examinations will not have a material adverse effect
on our consolidated financial position, operating results, or
cash flows.
The
loss of key personnel or an inability to attract and retain
additional personnel may impair our ability to expand our
business.
We are highly dependent upon the continued service and
performance of our senior management team and key technical,
marketing and production personnel, including our founders,
Andrew D. Ory, who is also our President and Chief Executive
Officer, and Patrick J. MeLampy, who is also our Chief
Technology Officer. Neither of these officers is a party to an
employment agreement with us, and either of them therefore may
terminate employment with us at any time with no advance notice.
The replacement of either of these two officers likely would
involve significant time and costs, and the loss of either of
these officers may significantly delay or prevent the
achievement of our business objectives.
We face intense competition for qualified individuals from
numerous technology, marketing, financial services,
manufacturing and
e-commerce
companies. For example, our competitors may be able attract and
retain a more qualified engineering team by offering more
competitive compensation packages. If we are unable to attract
new engineers and retain our current engineers, we may not be
able to develop and service our products at the same levels as
our competitors and we may, therefore, lose potential customers
and sales penetration in certain markets. Our failure to attract
and retain suitably qualified individuals could have an adverse
effect on our ability to implement our business plan
31
and as a result, our ability to compete effectively in the SBC
market would decrease, which may have a material adverse effect
on our consolidated financial position, results of operations,
or cash flows.
If we
are unable to manage our growth and expand our operations
successfully, our business and operating results will be harmed
and our reputation may be damaged.
We continued to expand our operations in 2007, 2008 and 2009.
For example, during the period from December 31, 2007
through December 31, 2009, we increased the number of our
employees and full-time independent contractors by 38%, from 327
to 450. We have also increased the number of our employees and
full-time independent contractors located outside the United
States in multiple countries and as a result we are required to
comply with varying local employment and tax laws for each of
these new locations. In connection with the acquisition of
Covergence, we added 39 employees in April 2009. In
addition, our total operating expenses increased by 53% in 2007,
18% and 2008 and 23% in 2009. We anticipate that further
expansion of our infrastructure and headcount will be required
to achieve planned expansion of our product offerings, projected
increases in our customer base and anticipated growth in the
number of product deployments. Our rapid growth has placed, and
will continue to place, a significant strain on our
administrative and operational infrastructure. Our ability to
manage our operations and growth, especially during the present
macroeconomic crisis, and across multiple countries, will
require us to continue to refine our operational, financial and
management controls, human resource policies, and reporting
systems and processes.
We may not be able to implement improvements to our management
information and control systems in an efficient or timely manner
and may discover deficiencies in existing systems and controls.
If we are unable to manage future expansion, our ability to
provide high quality products and services could be harmed,
which would damage our reputation and brand and may have a
material adverse effect on our consolidated financial position,
results of operations, or cash flows.
Our
ability to compete and the success of our business could be
jeopardized if we are unable to protect our intellectual
property adequately.
Our success depends to a degree upon the protection of our
software, hardware designs and other proprietary technology. We
rely on a combination of patent, copyright, trademark and trade
secret laws, and confidentiality provisions in agreements with
employees, distribution partners, consultants and customers to
protect our intellectual property rights. Other parties may not
comply with the terms of their agreements with us, and we may
not be able to enforce our rights adequately against these
parties. In addition, unauthorized parties may attempt to copy
or otherwise obtain and use our products or technology.
Monitoring unauthorized use of our products is difficult, and we
cannot be certain that the steps we have taken will prevent
unauthorized use of our technology, particularly in
international countries where the laws may not protect our
proprietary rights as fully as in the United States. If
competitors are able to use our technology, our ability to
compete effectively could be harmed. For example, if a
competitor were to gain use of certain of our proprietary
technology, it might be able to manufacture similarly designed
and equipped SBCs at a reduced cost, which would result in a
decrease in demand for our products. Furthermore, we have
adopted a strategy of seeking limited patent protection both in
the United States and in international countries with respect to
the technologies used in or relating to our products. Others may
independently develop and obtain patents for technologies that
are similar to or superior to our technologies. If that happens,
we may need to license these technologies and we may not be able
to obtain licenses on reasonable terms, if at all, thereby
causing great harm to our business. In addition, if we resort to
legal proceedings to enforce our intellectual property rights,
the proceedings could become burdensome and expensive, even if
we were to prevail and may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows.
32
Claims
by other parties that we infringe upon their proprietary
technology could force us to redesign our products or to incur
significant costs.
We may become involved in litigation as a result of allegations
that we infringe upon intellectual property rights of others.
Any parties asserting that our products infringe upon their
proprietary rights would force us to defend ourselves, and
possibly our customers, distribution partners or contract
manufacturers, against the alleged infringement. These claims
and any resulting lawsuits, if successful, could subject us to
significant liability for damages and invalidation of our
proprietary rights. Any potential intellectual property
litigation also could force us to do one or more of the
following:
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stop selling, incorporating or using our products that use the
challenged intellectual property;
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obtain from the owner of the infringed intellectual property
right a license to sell or use the relevant technology, which
license may not be available on reasonable terms, or at all;
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redesign those products that use any allegedly infringing
technology;
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pay any damages for past shipments; or
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refund deposits and other amounts.
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Any lawsuits regarding intellectual property rights, regardless
of their success, could be time-consuming, expensive to resolve,
would divert our managements time and attention and may
have a material adverse effect on our consolidated financial
position, results of operations, or cash flows.
Compliance
with regulations and standards applicable to our products may be
time consuming, difficult and costly, and if we fail to comply,
our product sales will decrease.
In order to achieve and maintain market acceptance, our products
must continue to meet a significant number of regulations and
standards. In the United States, our products must comply with
various regulations defined by the Federal Communications
Commission, Underwriters Laboratories and others.
As these regulations and standards evolve, and if new
regulations or standards are implemented, we will be required to
modify our products or develop and support new versions of our
products, and this will increase our costs. The failure of our
products to comply, or delays in compliance, with the various
existing and evolving industry regulations and standards could
prevent or delay introduction of our products, which could harm
our business. User uncertainty regarding future policies may
also affect demand for communications products, including our
products. Moreover, distribution partners or customers may
require us, or we may otherwise deem it necessary or advisable,
to alter our products to address actual or anticipated changes
in the regulatory environment. Our inability to alter our
products to address these requirements and any regulatory
changes may have a material adverse effect on our consolidated
financial position, results of operations, or cash flows.
Regulations
affecting IP networks could reduce demand for our
products.
Laws and regulations governing the internet and electronic
commerce are emerging but remain largely unsettled, even in the
areas where there has been some legislative action. Regulations
may focus on, among other things, assessing access or settlement
charges, or imposing tariffs or regulations based on the
characteristics and quality of products, either of which could
restrict our business or increase our cost of doing business.
Government regulatory policies are likely to continue to have a
major impact on the pricing of existing and new network services
and, therefore, are expected to affect demand for those services
and the communications products, including our products,
supporting those services.
Any changes to existing laws or the adoption of new regulations
by federal or state regulatory authorities or any legal
challenges to existing laws or regulations affecting
IP networks could materially adversely affect the market
for our products. In addition, the convergence of the PSTN and
IP networks
33
could become subject to governmental regulation, including the
imposition of access fees or other tariffs, that adversely
affects the market for services and equipment, including our
products, for interactive communications across
IP networks. User uncertainty regarding future policies may
also affect demand for communications products, including our
products. Moreover, distribution partners or customers may
require us, or we may otherwise deem it necessary or advisable,
to alter our products to address actual or anticipated changes
in the regulatory environment. Our inability to alter our
products or address any regulatory changes may have a material
adverse effect on our consolidated financial position, results
of operations, or cash flows.
We are
subject to environmental and occupational health and safety
regulations that may increase our costs of operations or limit
our activities.
We are subject to environmental and occupational health and
safety regulations relating to matters such as reductions in the
use of harmful substances, comprehensive risk management in
manufacturing activities and final products, the use of
lead-free soldering, and the recycling of products and packaging
materials. The European Parliament and the Counsel of the
European Union have published directives on waste electrical and
electronic equipment and on the restriction of the use of
certain hazardous substances in electrical and electronic
equipment. These directives generally require electronics
producers to bear the cost of collection, treatment, recovery
and safe disposal of past and future products from end-users and
to ensure that new electrical and electronic equipment does not
contain specified hazardous substances. While the cost of these
directives to us cannot be determined before regulations are
adopted in individual member states of the European Union, it
may be substantial and may divert resources, which could detract
from our ability to develop new products. We may not be able to
comply in all cases with applicable environmental and other
regulations, and if we do not, we may incur remediation costs or
we may not be able to offer our products for sale in certain
countries, which may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows.
Because
our products are sophisticated and designed to be deployed in
complex environments, they may have errors or defects that we
find only after deployment, which could result in a loss of
customers and adversely affect our reputation, future sales and
operating results.
Products as complex as ours may contain undetected errors that
result in product failures. Our products can be fully tested
only when deployed in large networks with high volumes of
traffic. Our customers may discover errors or defects in the
software or hardware, or the products may not operate as
expected. If we are unable to fix errors or other performance
problems identified after deployment of our products, we could
experience:
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a loss of, or delay in, revenue recognition;
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a loss of customers and market share;
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a failure to attract new customers or achieve market acceptance
for our products;
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increased service, support and warranty costs and a diversion of
development resources; and
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costly and time-consuming legal actions by our customers and
injury to our reputation.
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Any of these results may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows.
Product
liability claims related to our customers networks could
result in substantial costs.
Our products are critical to the business operations of our
customers. If one of our products fails, an interactive
communications service provider may assert a claim for
substantial damages against us, regardless of our responsibility
for the failure. Our product liability insurance may not cover
claims brought against us. Product liability claims could
require us to spend significant time and money in
34
litigation or to pay significant damages. Any product liability
claims, whether or not successful, could seriously damage our
reputation and our business. In addition, if an actual or
perceived breach of network security occurs in the network of
one of our customers, regardless of whether the breach is
attributable to our products, the market perception of the
effectiveness of our products could be harmed and may have a
material adverse effect on our consolidated financial position,
results of operations, or cash flows.
We may
need additional capital in the future, which may not be
available to us, and if it is available, may dilute your
ownership of our common stock.
We may need to raise additional funds through public or private
debt or equity financings in order to:
|
|
|
|
|
fund ongoing operations;
|
|
|
|
take advantage of opportunities, including more rapid expansion
of our business or the acquisition of complementary products,
technologies or businesses;
|
|
|
|
develop new products; or
|
|
|
|
respond to competitive pressures.
|
Any additional capital raised through the sale of equity may
dilute the ownership percentage of our existing
stockholders. Capital raised through debt financing would
require us to make periodic interest payments and may impose
potentially restrictive covenants on the conduct of our
business. Furthermore, additional financings may not be
available on terms favorable to us, or at all. A failure to
obtain additional funding could prevent us from making
expenditures that may be required to grow or maintain our
operations and may have a material adverse effect on our
consolidated financial position, results of operations, or cash
flows.
Risks
Relating to Ownership of Our Common Stock
The
price of our common stock may be volatile.
Prior to October 13, 2006, there was no public trading
market for our common stock. The trading market for our common
stock is therefore immature, and the trading price of our common
stock may fluctuate substantially. These fluctuations could
cause investors to lose part or all of the value of any
investment in shares of our common stock.
The following factors, most of which are outside of our control,
could cause the market price of our common stock to decrease
significantly:
|
|
|
|
|
worldwide economic conditions;
|
|
|
|
loss or bankruptcy of any of our major customers, distribution
partners or suppliers;
|
|
|
|
departure of key personnel;
|
|
|
|
variations in our quarterly operating results;
|
|
|
|
announcements by our competitors of significant contracts, new
products or product enhancements, acquisitions, distribution
partnerships, joint ventures or capital commitments;
|
|
|
|
changes in governmental regulations and standards affecting our
business and our products, including implementation of
additional regulations relating to IP network
communications;
|
|
|
|
decreases in financial estimates or recommendations by equity
research analysts;
|
35
|
|
|
|
|
sales of common stock or other securities by us in the future;
|
|
|
|
decreases in market valuations of communications equipment
companies; and
|
|
|
|
fluctuations in stock market prices and volumes.
|
In the past, securities class action litigation often has been
initiated against a company following a period of volatility in
the market price of the companys securities. If class
action litigation is initiated against us, we will incur
substantial costs and our managements attention will be
diverted from our operations. All of these factors could cause
the market price of our common stock to decline, and investors
may lose some or all of the value of their investment.
If
equity research analysts do not publish research or reports
about our business or if they issue unfavorable commentary or
downgrade our common stock, the price of our common stock could
decline.
The trading market for our common stock will rely in part on the
research and reports that equity research analysts publish about
us and our business. We do not control these analysts. The price
of our stock could decline if one or more equity research
analysts downgrade our stock or if those analysts issue other
unfavorable commentary or cease publishing reports about us or
our business.
Certain
of our directors and executive officers own a significant amount
of our common stock and could exercise substantial corporate
control.
Certain of our directors and executive officers, together with
their affiliates, beneficially own, in the aggregate,
approximately 28% of our outstanding shares of common stock
based on the number of shares outstanding as of
December 31, 2009. As a result, these stockholders, if
acting together, may have the ability to determine the outcome
of matters submitted to our stockholders for approval, including
the election of directors and any merger, amalgamation,
consolidation or sale of all or substantially all of our assets.
These persons, acting together, may have the ability to control
the management and affairs of our company. Some of these
stockholders also may have interests different than, or adverse
from, our other stockholders. Accordingly, even though certain
transactions may be in the best interests of other stockholders,
this concentration of ownership may harm the market price of our
common stock by:
|
|
|
|
|
delaying, deferring or preventing a change in control of our
company;
|
|
|
|
impeding a merger, amalgamation, consolidation, takeover or
other business combination involving our company; or
|
|
|
|
discouraging a potential acquirer from making a tender offer or
otherwise attempting to obtain control of our company.
|
In addition, sales or other dispositions of our shares by our
principal stockholders may depress our stock price. Sales of a
significant number of shares of our common stock in the public
market could harm the market price of our common stock. As
additional shares of our common stock become available for
resale in the public market, the supply of our common stock will
increase, which could result in a decrease in the market price
of our stock.
Our
corporate documents and Delaware law will make a takeover of our
company more difficult, which may limit the market price of our
common stock.
Our restated charter and bylaws and Section 203 of the
Delaware General Corporation Law contain provisions that might
enable our management to resist a takeover of our Company. These
provisions might discourage, delay or prevent a change in the
control of our Company or a change in our management. These
provisions could also discourage proxy contests and make it more
difficult for you and other stockholders to elect directors and
take other corporate actions. The existence of these provisions
could limit the price that investors might be willing to pay in
the future for shares of our
36
common stock. Some provisions in our restated charter and bylaws
may deter third parties from acquiring us, which may limit the
market price of our common stock and may not be in the best
interests of our stockholders. These include:
|
|
|
|
|
a classified board of directors;
|
|
|
|
the ability of the board of directors to issue undesignated
shares without stockholder approval, which could be used to
institute a poison pill that would work to dilute
the share ownership of a potential hostile acquirer, effectively
preventing acquisitions that have not been approved by the board;
|
|
|
|
limitations on the removal of directors; and
|
|
|
|
advance notice requirements for election to the board and for
proposing matters that can be acted upon at stockholder meetings.
|
|
|
Item 1B.
|
Unresolved
Staff Comments
|
We did not receive any written comments from the Securities and
Exchange Commission prior to the date 180 days before
December 31, 2009 regarding our filings under the
Securities Exchange Act of 1934, as amended, that have not been
resolved.
We lease approximately 72,000 square feet of office space
in Burlington, Massachusetts pursuant to leases that expire in
June 2010. On December 10, 2009, we entered into a lease to
secure approximately 124,000 square feet of office space
for our future corporate headquarters at 100 Crosby Drive,
Bedford, Massachusetts. The estimated commencement date for
occupancy under this lease is June 1, 2010 and it expires
in November 2016. We also maintain sales offices in Madrid,
Spain; Seoul, Korea; Tokyo, Japan and Ipswich, United Kingdom.
|
|
Item 3.
|
Legal
Proceedings
|
We are not currently a party to any material litigation, and we
are not aware of any pending or threatened litigation against us
that could have a material adverse effect on our consolidated
financial position, results of operations, or cash flows. The
software and communications infrastructure industries are
characterized by frequent claims and litigation, including
claims regarding patent and other intellectual property rights,
as well as improper hiring practices. As a result, we may be
involved in various legal proceedings from time to time.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
There were no matters submitted to a vote of security holders
during the three months ended December 31, 2009.
37
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
|
Market
Information for Common Stock
Our common stock has been quoted on the NASDAQ Global Select
Market under the symbol APKT since our initial
public offering on October 13, 2006. Prior to that time,
there was no public market for our common stock.
The following table sets forth for the indicated periods the
high and low sales prices of our common stock as reported by the
NASDAQ Global Select Market.
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
2008
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
12.81
|
|
|
$
|
6.85
|
|
Second Quarter
|
|
$
|
10.09
|
|
|
$
|
7.72
|
|
Third Quarter
|
|
$
|
8.00
|
|
|
$
|
4.05
|
|
Fourth Quarter
|
|
$
|
5.72
|
|
|
$
|
2.83
|
|
2009
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
6.56
|
|
|
$
|
3.55
|
|
Second Quarter
|
|
$
|
10.34
|
|
|
$
|
5.90
|
|
Third Quarter
|
|
$
|
10.88
|
|
|
$
|
7.54
|
|
Fourth Quarter
|
|
$
|
12.25
|
|
|
$
|
9.20
|
|
The last reported sale price for our common stock on the NASDAQ
Global Select Market was $17.42 per share on March 3, 2010.
Dividend
Policy
We have never paid or declared any cash dividends on our common
stock. We currently intend to retain any cash flow to finance
the growth and development of our business, and we do not expect
to pay any cash dividends on our common stock in the foreseeable
future. Payment of future dividends, if any, will be at the
discretion of the board of directors and will depend on our
financial condition, results of operations, capital
requirements, restrictions contained in current or future
financing instruments, and other factors the board of directors
deems relevant.
Stockholders
As of March 3, 2010, there were approximately 122
registered stockholders of record of our common stock.
38
Stock
Performance Graph
The graph set forth below compares the cumulative total
stockholder return on our common stock between October 13,
2006 (the date of our initial public offering) and
December 31, 2009, with the cumulative total return of
(i) the NASDAQ Telecommunications Index and (ii) the
NASDAQ Composite Index, over the same period. This graph assumes
the investment of $100 on October 13, 2006 in our common
stock, the NASDAQ Telecommunications Index and the NASDAQ
Composite Index, and assumes the reinvestment of dividends, if
any. The graph assumes our closing sales price on
October 13, 2006 of $15.91 per share as the initial value
of our common stock.
The comparisons shown in the graph below are based upon
historical data. We caution that the stock price performance
shown in the graph below is not necessarily indicative of, nor
is it intended to forecast, the potential future performance of
our common stock. Information used in the graph was obtained
from the NASDAQ Stock Market, Inc., a financial data provider
and a source believed to be reliable. The NASDAQ Stock Market,
Inc. is not responsible for any errors or omissions in such
information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/13/2006
|
|
12/31/2006
|
|
12/31/2007
|
|
12/31/2008
|
|
12/31/2009
|
|
Acme Packet
|
|
|
100.0
|
|
|
|
129.7
|
|
|
|
79.1
|
|
|
|
33.1
|
|
|
|
69.1
|
|
NASDAQ Composite Index
|
|
|
100.0
|
|
|
|
102.5
|
|
|
|
112.5
|
|
|
|
66.9
|
|
|
|
96.3
|
|
NASDAQ Telecommunications Index
|
|
|
100.0
|
|
|
|
106.5
|
|
|
|
116.2
|
|
|
|
66.3
|
|
|
|
98.2
|
|
Sales of
Unregistered Securities
None.
39
Use of
Proceeds from Public Offering of Common Stock
In October 2006, we completed an initial public offering, or
IPO, of our common stock pursuant to a registration statement on
Form S-1
(Registration
No. 333-134683)
which the SEC declared effective on October 12, 2006. In
connection with the IPO, we sold and issued 9.7 million
shares of our common stock, including 1.7 million shares
sold by us pursuant to the underwriters full exercise of
their over-allotment option, and another additional
3.5 million shares of our common stock were sold by our
selling stockholders. The offering did not terminate until after
the sale of all of the shares registered in the registration
statement. All of the shares of common stock registered pursuant
to the registration statement, including the shares sold by the
selling shareholders, were sold at a price to the public of
$9.50 per share. The managing underwriters were Goldman,
Sachs & Co., JPMorgan, Credit Suisse and Think Equity
Partners LLC.
We raised a total of $92.4 million in gross proceeds from
the IPO, or approximately $83.2 million in net proceeds
after deducting underwriting discounts and commissions of
$6.5 million and other offering costs of approximately
$2.7 million. No payments for such expenses were made
directly or indirectly to (i) any of our officers or
directors or their associates, (ii) any persons owning 10%
or more of any class of our equity securities, or (iii) any
of our affiliates. We did not receive any proceeds from the sale
of shares in the IPO by the selling stockholders. None of our
net proceeds from the IPO have been utilized to support business
operations. Pending such application, we have invested the
remaining net proceeds in money-market mutual funds and
U.S. agency notes. None of the remaining net proceeds were
paid, directly or indirectly, to directors, officers, persons
owning ten percent or more of our equity securities, or any of
our other affiliates. There has been no material change in the
planned use of proceeds from our IPO from that described in the
final prospectus filed with the SEC pursuant to Rule 424(b).
Purchases
of Equity Securities by the Issuer and Affiliated
Purchasers
In February 2008, our board of directors authorized the
repurchase of up to $20.0 million of our common stock over
the subsequent twelve month period. In August 2008, our board of
directors expanded the common stock repurchase program by
authorizing the repurchase of an additional $35.0 million
of our common stock for an aggregate of $55.0 million. The
purchases of our common stock were executed periodically as
market and business conditions warranted on the open market, in
negotiated or block trades, or under a
Rule 10b5-1
plan, which permitted shares to be repurchased when we might
otherwise be precluded for doing so under insider trading laws.
This common stock repurchase program did not obligate us to
repurchase any dollar amount, or number of shares of common
stock, and the program may have been suspended or discontinued
at any time. The common stock repurchase program expired on
February 28, 2009. Under the program, we repurchased
6,756,680 shares of our common stock for an aggregate
purchase price, including applicable brokers fees, of
$37.5 million.
40
|
|
Item 6.
|
Selected
Consolidated Financial Data
|
The following selected consolidated financial data should be
read in conjunction with Managements Discussion and
Analysis of Financial Condition and Results of Operations,
the consolidated financial statements and related notes, and the
other financial information included in this Annual Report on
Form 10-K.
We derived the consolidated financial data for the years ended
December 31, 2009, 2008 and 2007 and as of
December 31, 2009 and 2008 from our consolidated financial
statements, which are included elsewhere in this Annual Report
on
Form 10-K.
We derived the consolidated financial data for the years ended
December 31, 2006 and 2005 and as of December 31,
2007, 2006 and 2005 from audited financial statements which are
not included in this Annual Report on
Form 10-K.
Historical results are not necessarily indicative of the results
to be expected in future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands, except share and per share data)
|
|
|
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$
|
107,144
|
|
|
$
|
91,277
|
|
|
$
|
94,906
|
|
|
$
|
71,810
|
|
|
$
|
31,080
|
|
Maintenance, support and service
|
|
|
34,314
|
|
|
|
25,081
|
|
|
|
18,146
|
|
|
|
12,260
|
|
|
|
5,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
141,458
|
|
|
|
116,358
|
|
|
|
113,052
|
|
|
|
84,070
|
|
|
|
36,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product(1)
|
|
|
21,613
|
|
|
|
19,662
|
|
|
|
18,736
|
|
|
|
14,874
|
|
|
|
8,231
|
|
Maintenance, support and service(1)
|
|
|
5,668
|
|
|
|
5,005
|
|
|
|
4,377
|
|
|
|
3,122
|
|
|
|
1,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
|
27,281
|
|
|
|
24,667
|
|
|
|
23,113
|
|
|
|
17,996
|
|
|
|
9,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
114,177
|
|
|
|
91,691
|
|
|
|
89,939
|
|
|
|
66,074
|
|
|
|
26,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing(1)
|
|
|
53,643
|
|
|
|
44,411
|
|
|
|
35,745
|
|
|
|
23,985
|
|
|
|
15,156
|
|
Research and development(1)
|
|
|
28,198
|
|
|
|
23,046
|
|
|
|
20,812
|
|
|
|
13,503
|
|
|
|
9,130
|
|
General and administrative(1)
|
|
|
12,305
|
|
|
|
10,026
|
|
|
|
8,850
|
|
|
|
5,404
|
|
|
|
2,644
|
|
Merger and integration-related costs
|
|
|
1,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
95,248
|
|
|
|
77,483
|
|
|
|
65,407
|
|
|
|
42,892
|
|
|
|
26,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
18,929
|
|
|
|
14,208
|
|
|
|
24,532
|
|
|
|
23,182
|
|
|
|
(383
|
)
|
Total other income, net
|
|
|
175
|
|
|
|
2,979
|
|
|
|
6,369
|
|
|
|
2,239
|
|
|
|
348
|
|
Gain on acquisition of business
|
|
|
4,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before provision for (benefit from) income taxes
|
|
|
23,397
|
|
|
|
17,187
|
|
|
|
30,901
|
|
|
|
25,421
|
|
|
|
(35
|
)
|
Provision for (benefit from) income taxes
|
|
|
6,291
|
|
|
|
5,615
|
|
|
|
11,340
|
|
|
|
(3,443
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
17,106
|
|
|
$
|
11,572
|
|
|
$
|
19,561
|
|
|
$
|
28,864
|
|
|
$
|
(35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share applicable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic(2)
|
|
$
|
0.30
|
|
|
$
|
0.20
|
|
|
$
|
0.33
|
|
|
$
|
0.57
|
|
|
$
|
0.00
|
|
Diluted(2)
|
|
$
|
0.28
|
|
|
$
|
0.18
|
|
|
$
|
0.30
|
|
|
$
|
0.50
|
|
|
$
|
0.00
|
|
Weighted average number of common shares used in net income
(loss) per share calculation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic(2)
|
|
|
57,077,639
|
|
|
|
58,463,410
|
|
|
|
59,385,082
|
|
|
|
50,437,801
|
|
|
|
15,240,890
|
|
Diluted(2)
|
|
|
61,551,040
|
|
|
|
62,920,268
|
|
|
|
66,016,411
|
|
|
|
57,418,796
|
|
|
|
15,240,890
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, short-term and long-term investments
|
|
$
|
174,987
|
|
|
$
|
125,723
|
|
|
$
|
136,420
|
|
|
$
|
118,714
|
|
|
$
|
15,369
|
|
Working capital
|
|
|
123,452
|
|
|
|
136,006
|
|
|
|
153,479
|
|
|
|
123,299
|
|
|
|
14,005
|
|
Total assets
|
|
|
246,726
|
|
|
|
174,010
|
|
|
|
184,174
|
|
|
|
153,305
|
|
|
|
30,121
|
|
Total stockholders equity
|
|
|
200,223
|
|
|
|
146,811
|
|
|
|
163,167
|
|
|
|
130,937
|
|
|
|
17,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Certain amounts totaling $1.9 million, $1.9 million,
$1.2 million and $957 in the consolidated statements of
income for the years ended December 31, 2008, 2007, 2006
and 2005, respectively, related to costs associated with our our
facilities located in Burlington, Massachusetts have been
reclassified in order to conform to the current period
presentation. These amounts, which were previously included in
general and administrative expenses, have been allocated, in the
years ended December 31, 2008, 2007, 2006 and 2005, among
cost of revenue and operating expenses and consisted of $428,
$456, $249 and $205, respectively, to product cost of revenue,
$296, $315, $172 and $142, respectively, to cost of maintenance,
support and service revenue, $367, $358, $226 and $186,
respectively, to sales and marketing expense and $811, $754,
$515 and $425, respectively, to research and development
expense. We believe that by allocating these costs in this
manner it provides a better representation of the expenses
associated with each of these activities. |
|
(2) |
|
For information regarding the computation of per share amounts,
refer to note 2 of the notes to our consolidated financial
statements, included in this Annual Report on
Form 10-K. |
42
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Cautionary
Statement
This Annual Report on
Form 10-K,
including the information incorporated by reference herein,
contains, in addition to historical information, forward-looking
statements. We may, in some cases, use words such as
project, believe,
anticipate, plan, expect,
estimate, intend, continue,
should, would, could,
potentially, will, may or
similar words and expressions that convey uncertainty of future
events or outcomes to identify these forward-looking statements.
Forward-looking statements in this Annual Report on
Form 10-K
may include statements about:
|
|
|
|
|
our ability to attract and retain customers;
|
|
|
|
our ability to retain and hire necessary employees and
appropriately staff our operations;
|
|
|
|
our financial performance;
|
|
|
|
our development activities and the emerging opportunities for
our solutions;
|
|
|
|
our position in the session border controller market;
|
|
|
|
the effect of the worldwide markets and related economic
crisis on purchases of our products;
|
|
|
|
the expectations about our growth and acquisitions of new
technologies;
|
|
|
|
the demand for and the growth of worldwide revenues for
session border controllers;
|
|
|
|
the benefit of our products, services, or programs;
|
|
|
|
our ability to establish and maintain relationships with key
partners and contract manufactures;
|
|
|
|
the advantages of our technology as compared to that of our
competitors;
|
|
|
|
our ability to establish and maintain intellectual property
rights;
|
|
|
|
our expectations regarding the realization of recorded
deferred tax assets; and
|
|
|
|
our cash needs.
|
The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties
and other factors that could cause actual results to differ
materially from the results anticipated by these forward-looking
statements. These important factors include our financial
performance, difficulties in attracting and retaining customers,
difficulties in meeting customer needs through our development
activities, difficulties leveraging market opportunities, the
worldwide economic crisis, a decline in product sales, long
sales cycles, difficulties developing new products, difficulties
in our relationships with vendors and partners, risks associated
with international operations, difficulty in managing rapid
growth and increased competition, and those factors we discuss
in this Annual Report on
Form 10-K
under the caption Risk Factors. You should read
these factors and the other cautionary statements made in this
Annual Report on
Form 10-K
as being applicable to all related forward-looking statements
wherever they appear in this Annual Report on
Form 10-K.
These risk factors are not exhaustive and other sections of this
Annual Report on
Form 10-K
may include additional factors which could adversely impact our
business and financial performance.
Overview
Acme Packet, Inc. is the leading provider of session border
controllers, or SBCs, that enable service providers and
enterprises to deliver secure and high quality interactive
communicationsvoice, video and other real-time multimedia
sessionsacross defined border points where internet
protocol networks connect, known as network borders. Our
products support multiple applications in service provider,
enterprise, government agencies and contact center networks;
from voice over internet protocol, or VoIP, trunking to hosted
enterprise and residential services to fixed mobile convergence.
Our products satisfy critical security, service assurance and
regulatory requirements in wireline, cable and wireless
networks, and support
43
multiple protocols and multiple border points. As of
December 31, 2009, more than 980
end-user
customers in 104 countries have deployed our products. We sell
or license our products and support services through our direct
sales force and approximately 100 distribution partners,
including many of the largest networking and telecommunications
equipment vendors throughout the world.
Our headquarters is located in Burlington, Massachusetts and we
plan to relocate to Bedford, Massachusetts in June 2010. We
maintain sales offices in Madrid, Spain; Seoul, Korea; Tokyo,
Japan; and Ipswich, United Kingdom. We also have sales personnel
in Argentina, Australia, Belgium, Brazil, Canada, China,
Croatia, Czech Republic, France, Germany, Hong Kong, India,
Italy, Jordan, Malaysia, Mexico, the Netherlands, New Zealand,
Peru, Poland, Russia, Singapore, South Africa, Sweden, Taiwan,
and Thailand and throughout the United States. We expect to
selectively add personnel to provide additional geographic sales
and technical support coverage.
Business
Combination
On April 30, 2009, we acquired Covergence Inc., or
Covergence, an emerging, innovative provider of
software-based
session border controllers for delivering
VoIP/IP telephony, unified communications and
service-oriented
architecture applications within global 1000 enterprises. The
aggregate purchase price was $22.8 million, consisting of
2,874,383 shares of our common stock, valued at
approximately $22.2 million, $20,000 in cash payments to
the stockholders of Covergence and the payment of withholding
taxes due for the former Chief Executive Officer of Covergence,
of approximately $578,000. We also incurred approximately
$58,000 of fees associated with the registration of the common
stock issued, which has been recorded as a reduction to the
purchase price.
The transaction was accounted for under the acquisition method
of accounting. Accordingly, the results of operations of
Covergence have been included in our consolidated financial
statements since the date of acquisition. All of the assets
acquired and liabilities assumed in the transaction have been
recognized at their acquisition date fair values which have been
finalized at December 31, 2009. The acquisition of
Covergence was deemed a bargain purchase for
accounting purposes and a gain of $4.3 million was recorded
in other income in our consolidated statement of income in 2009.
We also incurred $1.1 million of merger and integration
related costs associated with our acquisition of Covergence
which we recorded as an expense in our consolidated statement of
income during 2009.
Industry
Background
Service providers traditionally have delivered voice and data
services over two separate networks: the public switched
telephone network, or PSTN, and the internet. The PSTN provides
high reliability and security but is costly to operate and is
limited in its ability to support high bandwidth video and other
interactive multimedia services. The internet is capable of cost
effectively transmitting any form of traffic that is internet
protocol, or IP, based, including interactive voice, video and
data, but it transmits only on a best-efforts basis, because all
forms of traffic have the same priority. Therefore, the internet
attempts to deliver all traffic without distinction, which can
result in significantly varying degrees of service quality for
the same or similar types of traffic transmissions. Internet
based services are also subject to disruptive and fraudulent
behavior, including identity theft, viruses, unwanted and
excessively large input data, known as SPAM, and the
unauthorized use and attempts to circumvent or bypass security
mechanisms associated with those services, known as hacking.
Service providers are migrating to a single IP network
architecture to serve as the foundation for their next
generation voice, video and data service offerings. During the
last two years, an increasing number of enterprises, contact
centers and government agencies have begun to migrate to a
single IP network architecture as well. In order to provide
secure and high quality interactive communications on a
converged IP network, service providers and enterprises
must be able to manage and integrate the communications flows
that comprise communication sessions for applications such as
interactive video and VoIP, which allows the routing of voice
conversations over the internet.
44
Prior to the advent of the SBC, IP network infrastructure
equipment, such as softswitches, routers and data firewalls, was
able to initiate and route undifferentiated data but lacked the
ability to target specifically the management of interactive
communication sessions. We believe that there is significant
demand for SBCs that can facilitate the delivery of secure and
high quality
real-time
interactive communications across all IP network borders.
Infonetics Research, a market research and consulting firm
specializing in networking and IP communications, projects
that the cumulative worldwide addressable market opportunity for
SBCs over the next four years from 2010 to 2013 will be
$926 million and $742 million in the service provider
and enterprise markets, respectively.
We see emerging opportunities for our solutions within large
enterprises, contact centers, government agencies and wireless
service providers. We believe that enterprise IP telephony,
or IPT, is now mainstream, and that unified communications, or
UC, or the integration of interactive voice, video, messaging
and collaboration applications over IP, will soon follow. Both
are critical components of enterprise information technology
strategies to improve business agility, increase employee
efficiency and responsiveness, build customer satisfaction and
loyalty, and reduce overhead costs. We believe that these
components are indispensable tools for success in a newly
competitive global marketplace. The full-scale deployment of
enterprise IPT has revealed deficiencies in network and security
infrastructure originally deployed for data. Consequently, we
believe that enterprises will likely be adding further controls
to their IPT/UC infrastructure to improve its security, extend
its application reach, meet service level commitments, optimize
capital and minimize operating costs, and comply with relevant
commercial and government regulations. Enterprises are deploying
SBCs to successfully deliver network security, availability, and
performance as well as to achieve control over the four key
borders within their IPT/UC infrastructure, IP trunking,
private network, internet, and hosted services interconnect
borders. We believe that the majority of large enterprises today
having already deployed IP private branch exchanges; or
IPPBXs are about to rapidly embrace SIP trunking to reduce
costs and set the foundation for enabling end to end
IP communication.
Within todays modern contact center, the migration of
voice services from time division multiplexing, or TDM, to
IP is underway. This migration is essential to the contact
centers strategic goals: meeting customers growing
service expectations, achieving increased performance and
quality metrics, improving agent retention rates, growing
revenues and reducing capital and operating costs. However,
existing network and security infrastructure that was originally
deployed for TDM voice services and data applications have
demonstrated deficiencies for IP interactive
communications. We believe that contact center strategists are
deploying SBCs to assert control over the four critical
IP network borders found in most contact centers: its
connections to IP trunking service providers, to managed
private IP networks, to the public internet, and to virtual
contact center locations. With SBCs to reinforce these borders
in five key functional areas, security, application reach,
service level agreement assurance, cost optimization, and
regulatory compliance, contact centers can successfully and
safely navigate the transition to an IP infrastructure. Our
early customers within this market have included the contact
center operations of our Tier 1 service providers throughout
North America, Europe, Asia, as well as Central and Latin
America.
Key
Financial Highlights
Key financial highlights for 2009 include the following:
|
|
|
|
|
Total revenue was $141.5 million for 2009 compared to
$116.4 million in 2008;
|
|
|
|
Net income was $17.1 million for 2009 compared to
$11.6 million in 2008;
|
|
|
|
Net income was $0.28 per share on a diluted basis for 2009
compared to $0.18 per share on a diluted basis in 2008; and
|
|
|
|
Cash provided by operating activities was $45.1 million for
2009 compared to $28.7 million in 2008.
|
45
The Acme
Packet Strategy
Principal elements of our strategy include:
|
|
|
|
|
Continuing to satisfy the evolving border requirements of
large service providers, enterprises, government agencies and
contact centers. Our SBC deployments in the wireline,
wireless and cable networks of Tier 1 and other large service
providers, as well as in enterprises and contact centers,
position us to gain valuable knowledge that we can use to expand
and enhance our products features and functionality.
|
|
|
|
Exploiting new technologies to enhance product performance
and scalability. We will seek to leverage new
technologies as they become available to increase the
performance, capacity and functionality of our product family,
as well as to reduce our costs. We may acquire these new
technologies through organic growth or through selective
acquisitions.
|
|
|
|
Investing in quality and responsive support. As we
broaden our product platform and increase our product
capabilities, we will continue to provide comprehensive service
and support targeted at maximizing customer satisfaction and
retention.
|
|
|
|
Facilitating and promoting service interconnects among our
customers.We intend to increase demand for our products by
helping our customers to extend the reach of their services and,
consequently, to increase the value of their services to their
customers.
|
|
|
|
Leveraging distribution partnerships to enhance market
penetration. We will continue to invest in training and
tools for our distribution partners sales, systems
engineering and support organizations, in order to improve the
overall efficiency and effectiveness of these partnerships.
|
|
|
|
Actively contributing to architecture and standards
definition processes. We will utilize our breadth and
depth of experience with SBC deployments to contribute
significantly to organizations developing standards and
architectures for next generation IP networks.
|
Factors
That May Affect Future Performance
|
|
|
|
|
Global Macroeconomic Conditions. We believe that the
capital budgets and spending initiatives of some of our core
customers, service providers, enterprises, government agencies
and contact centers, may be affected by current worldwide
economic conditions. Our ability to generate revenue from these
core customers is dependent on the status of such capital
budgets.
|
|
|
|
Gross Margin. Our gross margin has been, and will
continue to be, affected by many factors, including (a) the
demand for our products and services, (b) the average
selling price of our products, which in turn depends, in part,
on the mix of product and product configurations sold,
(c) the level of software license upgrades, (d) new
product introductions, (e) the mix of sales channels
through which our products are sold, and (f) the costs of
manufacturing our hardware products and the provision of our
related support services. Customers license our software in
various configurations depending on each customers
requirements for session capacity, feature groups and protocols.
The product software configuration mix will have a direct impact
on the average selling price of the system sold. Systems with
higher software content (higher session capacity and a larger
number of feature groups) will generally have a higher average
selling price than those systems sold with lower software
content. If customers begin to purchase systems with lower
software content, this may have a negative impact on our gross
margins.
|
|
|
|
Competition. The market for SBCs is competitive and
constantly evolving. While we believe we are currently the
market leader in the service provider and enterprise market, we
expect competition to persist and intensify in the future as the
SBC market grows. Our primary competitors generally consist of
start-up
vendors, such as Genband Inc., and more established network and
component companies such as Cisco Systems, Inc. and Huawei
Technologies Co., Ltd. We also compete with some of the
companies with which we have distribution partnerships, such as
Sonus Networks Inc., Telefonaktiebolaget LM Ericsson, and
Alcatel-Lucent. We believe
|
46
|
|
|
|
|
we compete successfully with all of these companies based upon
our experience in interactive communications networks, the
breadth of our applications and standards support, the depth of
our border control features, the demonstrated ability of our
products to interoperate with key communications infrastructure
elements, and our comprehensive service and support. We also
believe our products are priced competitively with our
competitors offerings. As the SBC market opportunity
grows, we expect competition from additional networking and
IP communications equipment suppliers, including our
distribution partners.
|
|
|
|
|
|
Evolution of the SBC Market. The market for SBCs is
in its early stages and is still evolving, and it is uncertain
whether these products will continue to achieve and sustain high
levels of demand and market acceptance. Our success will depend,
to a substantial extent, on the willingness of interactive
communications service providers and enterprises to continue to
implement SBCs.
|
|
|
|
Research and Development. To continue to achieve
market acceptance for our products, we must effectively
anticipate and adapt, in a timely manner, to customer
requirements and must offer products that meet changing customer
demands. Prospective customers may require product features and
capabilities that our current products do not have. The market
for SBCs is characterized by rapid technological change,
frequent new product introductions, and evolving industry
requirements. We intend to continue to invest in our research
and development efforts, which we believe are essential to
maintaining our competitive position.
|
|
|
|
Managing Growth. We significantly expanded our
operations in 2009 and 2008. During the period from
December 31, 2007 through December 31, 2009 we
increased the number of our employees and full time independent
contractors by 38%, from 327 to 450. In connection with the
acquisition of Covergence in April 2009, we added
39 employees. We anticipate that further expansion of our
infrastructure and headcount will be required to achieve planned
expansion of our product offerings, projected increases in our
customer base and anticipated growth in the number of product
deployments. In the future, we expect to continue to carefully
manage the increase of our operating expenses based on our
ability to expand our revenues, the expansion of which could
occur organically or through future acquisitions.
|
Revenue
We derive product revenue from the sale of our
Net-Net
hardware and the licensing of our
Net-Net
software. We generally recognize product revenue at the time of
product delivery, provided all other revenue recognition
criteria have been met. For arrangements that include customer
acceptance or other material non-standard terms, we defer
revenue recognition until after delivery, assuming all other
criteria for revenue recognition have been met.
We generate maintenance, support and service revenue from
(a) maintenance associated with software licenses,
(b) technical support services for our product software,
(c) hardware repair and maintenance services,
(d) implementation, training and consulting services and
(e) reimbursable travel and other out-of-pocket expenses.
We offer our products and services indirectly through
distribution partners and directly through our sales force. Our
distribution partners include networking and telecommunications
equipment vendors throughout the world. Our distribution
partners generally purchase our products after they have
received a purchase order from their customers and, generally,
do not maintain an inventory of our products in anticipation of
sales to their customers. Generally, the pricing offered to our
distribution partners will be lower than to our direct customers.
The product configuration, which reflects the mix of session
capacity and requested features, determines the price for each
SBC sold. Customers can purchase our SBCs in either a standalone
or high availability configuration and can license our software
in various configurations, depending on the customers
requirements for session capacity, feature groups and protocols.
The product software configuration mix will have a direct impact
on the average selling price of the system sold. As the market
continues to develop and grow, we expect to experience increased
price pressure on our products and services.
47
We believe that our revenue and results of operations may vary
significantly from quarter to quarter as a result of long sales
and deployment cycles, variations in customer ordering patterns,
and the application of complex revenue recognition rules to
certain transactions. Some of our arrangements with customers
include clauses under which we may be subject to penalties for
failure to meet specified performance obligations. We have not
incurred any such penalties to date.
Cost
of Revenue
Cost of product revenue consists primarily of (a) third
party manufacturers fees for purchased materials and
services, combined with Company expenses for (b) salaries,
wages and related benefits for our manufacturing personnel,
(c) related overhead, (d) provision for inventory
obsolescence, (e) amortization of intangible assets and
(f) stock-based compensation. Amortization of intangible
assets represents the amortization of developed technologies
from our acquisition of Covergence.
Cost of maintenance, support and service revenue consists
primarily of (a) salaries, wages and related benefits for
our support and service personnel (b) related overhead,
(c) billable and non-billable travel, lodging, and other
out-of-pocket expenses, (d) contract services for repairs
and warranty services and (e) stock-based compensation.
Gross
Profit
Our gross profit has been, and will be, affected by many
factors, including (a) the demand for our products and
services, (b) the average selling price of our products,
which in turn depends, in part, on the mix of product and
product configurations sold, (c) the mix between product
and service revenue, (d) new product introductions,
(e) the mix of sales channels through which our products
are sold, (f) the volume and costs of manufacturing of our
hardware products and (g) personnel and related costs for
manufacturing, support and services.
Operating
Expenses
Operating expenses consist of sales and marketing, research and
development, and general and administrative expenses. Personnel
related costs are the most significant component of each of
these expense categories. During the period from
December 31, 2007 through December 31, 2009, we
increased the number of our employees and full time independent
contractors by 38%, from 327 to 450, including the
39 employees we added through the acquisition of Covergence
in April 2009. We expect to continue to hire new employees to
support our expected growth.
Sales and marketing expense consists primarily of
(a) salaries and related personnel costs,
(b) commissions, (c) travel, lodging and other
out-of-pocket expenses, (d) marketing programs such as
trade shows, (e) stock-based compensation and
(f) other related overhead. Commissions are recorded as
expense when earned by the employee. We expect sales and
marketing expense to increase in absolute dollars as we expand
our sales force to continue to increase our revenue and market
share. However, we anticipate that sales and marketing expense
will decrease as a percentage of total revenue in the future.
Research and development expense consists primarily of
(a) salaries and related personnel costs, (b) payments
to suppliers for design and consulting services,
(c) prototype and equipment costs relating to the design
and development of new products and enhancement of existing
products, (d) quality assurance and testing,
(e) stock-based compensation and (f) other related
overhead. To date, all of the costs related to our research and
development efforts have been expensed as incurred. We intend to
continue to invest in our research and development efforts,
which we believe are essential to maintaining our competitive
position. We expect research and development expense to increase
in absolute dollars. However, we anticipate that research and
development expense will decrease as a percentage of total
revenue in the future.
General and administrative expense consists primarily of
(a) salaries, wages and personnel costs related to our
executive, finance, human resource and information technology
organizations,
48
(b) accounting and legal professional fees,
(c) expenses associated with uncollectible accounts,
(d) stock-based compensation and (e) other related
overhead. We expect general and administrative expense to
increase in absolute dollars as we invest in infrastructure to
support continued growth and incur ongoing expenses related to
being a publicly traded company, including increased audit and
legal fees, costs of compliance with securities and other
regulations, investor relations expense, and higher insurance
premiums. However, we anticipate that general and administrative
expense will decrease as a percentage of total revenue in the
future.
Merger and integration related expenses primarily consist of
transaction expenses and severance related charges relating to
employees of Covergence who were separated from employment as a
result of our acquisition of Covergence.
Stock-Based
Compensation
Cost of revenue and operating expenses include stock-based
compensation expense. We expense share-based payment awards with
compensation cost for share-based payment transactions measured
at fair value. For the years ended December 31, 2009, 2008
and 2007, we recorded expense of $10.4 million,
$7.4 million and $6.1 million, respectively, in
connection with share-based payment awards. Based on share-based
awards granted from 2006 through 2009, a future expense of
non-vested options of $19.8 million is expected to be
recognized over a weighted average period of 2.87 years.
In July 2009, our board of directors approved an offer, referred
to as the Offer, to our employees, excluding members of our
board of directors and our Section 16 officers, to exchange
option grants that had (i) an exercise price greater than
or equal to the higher of (a) $11.42 and (b) a price
at least 10% higher than the closing price of our common stock
on the expiration date of the Offer; (ii) were granted
under the Acme Packet, Inc. 2006 Equity Incentive Plan; and
(iii) were held by eligible option holders. Eligible
participants were all persons who were employees (including
employees on an expatriate assignment) hired on or before
5:00 p.m., Eastern Daylight Savings Time, on July 8,
2009 and who remained employees through the date on which the
new options were granted, and included certain independent
contractors who continued to provide services to us through the
date on which the new options granted. The Offer expired on
August 5, 2009, and upon the expiration, we exchanged the
tendered options that had exercise prices equal to or greater
than $11.42 per share for new options. The tendered options that
were exchanged for new option were cancelled on the expiration
date of the Offer. As a result, an aggregate of 1,222,500
options, with exercise prices ranging from $11.97 to $18.36 per
share, were cancelled and exchanged for 945,317 options with an
exercise price per share of $8.98. The new options began to vest
on the new option grant date, whereby 25% of the new options
vest on the first anniversary of the new option grant date, and
the remainder vesting ratably on a quarterly basis over the
final three years of the vesting period. On the date of the
exchange, the estimated fair value of the new options did not
exceed the estimated fair value of the exchanged stock options
calculated immediately prior to the exchange. As such, there was
no incremental stock-based compensation expense associated with
the new options, and we did not record additional compensation
expense related to the exchange. We will continue to recognize
the remaining compensation expense related to the exchanged
options over the vesting period of the new options.
Other
Income (Expense), Net
Other income (expense) consists primarily of interest income
earned on cash, cash equivalent and investments. We historically
have invested cash primarily in high quality securities of a
short duration and are not materially affected by fluctuations
in interest rates. Other income (expense) also includes (losses)
gains from foreign currency translation adjustments of our
international subsidiaries. The functional currency of our
international operations in Europe and Asia is the
U.S. dollar. Accordingly, all assets and liabilities of
these international subsidiaries are re-measured into
U.S. dollars using the exchange rates in effect at the
balance sheet date, or historical rate, as appropriate. Revenue
and expenses of these international subsidiaries are re-measured
into U.S. dollars at the average rates in effect during the
period. Any differences resulting from the re-measurement of
assets, liabilities and
49
operations of the European and Asian subsidiaries are recorded
within other income (expense). Lastly, for the year ended
December 31, 2009, other income (expense) includes a gain
we recognized related to the acquisition of Covergence in April
2009 resulting from the fair value of the net assets acquired
exceeding the aggregate purchase price.
Application
of Critical Accounting Policies and Use of Estimates
Our financial statements are prepared in accordance with
accounting principles generally accepted in the United States.
The preparation of these financial statements requires that we
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
periods. We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under
the circumstances. We evaluate our estimates and assumptions on
an ongoing basis. Our actual results may differ significantly
from these estimates under different assumptions or conditions.
There have been no material changes to these estimates for the
periods presented in this Annual Report on
Form 10-K.
We believe that some of our significant accounting policies,
which are more fully described in note 2 of the notes to
our consolidated financial statements included in this Annual
Report on
Form 10-K,
involve a greater degree of judgment and complexity.
Accordingly, these are the policies we believe are the most
critical to aid in fully understanding and evaluating our
financial condition and results of operations.
Revenue
Recognition
We recognize revenue in accordance with the accounting standard
addressing software revenue recognition, as we have determined
that the software element of our product is more than
incidental to our products as a whole.
Revenue is recognized when persuasive evidence of an arrangement
exists, delivery has occurred, the fee is fixed or determinable,
and collection of the related accounts receivable is deemed
probable. In making these judgments, we evaluate these criteria
as follows:
|
|
|
|
|
Persuasive evidence of an arrangement exists. We
consider a non-cancelable agreement signed by the customer and
us to be representative of persuasive evidence of an arrangement.
|
|
|
|
Delivery has occurred. We consider delivery to have
occurred when product has been delivered to the customer and no
significant post delivery obligations exist. In instances where
customer acceptance is required, delivery is deemed to have
occurred when customer acceptance has been achieved. Certain of
our agreements contain products that might not conform to
published specifications or contain a requirement to deliver
additional elements which are essential to the functionality of
the delivered element. Revenue associated with these agreements
is recognized when the customer specifications have been met or
delivery of the additional elements has occurred.
|
|
|
|
Fees are fixed or determinable. We consider the fee
to be fixed or determinable unless the fee is subject to refund
or adjustment or is not payable within normal payment terms. If
the fee is subject to refund or adjustment, we recognize revenue
when the right to a refund or adjustment lapses. If offered
payment terms exceed our normal terms, we recognize revenue as
the amounts become due and payable or upon the receipt of cash.
|
|
|
|
Collection is deemed probable. We conduct a credit
review for all transactions at the inception of an arrangement
to determine the creditworthiness of the customer. Collection is
deemed probable if, based upon our evaluation, we expect that
the customer will be able to pay amounts under the arrangement
as payments become due. If we determine that collection is not
probable, revenue is deferred and recognized upon the receipt of
cash.
|
50
A substantial percentage of our sales involve multiple element
arrangements, such as products, maintenance, professional
services and training. When arrangements include multiple
elements, we allocate the total fee among the various elements
using the residual method. Under the residual method, revenue is
recognized when vendor specific objective evidence, or VSOE, of
fair value exists for all of the undelivered elements of the
arrangement, but does not exist for one or more of the delivered
elements of the arrangement. Each arrangement requires us to
analyze the individual elements in the transaction and to
estimate the fair value of each undelivered element, which
typically represents maintenance and services. Revenue is
allocated to each of the undelivered elements based on its
respective fair value, with the fair value determined by the
price charged when that element is sold separately.
Maintenance, support and services revenue include sales of
maintenance and other services, including professional services,
training and reimbursable travel.
Maintenance and support services include telephone support,
return and repair services, and unspecified rights to product
upgrades and enhancements, and are recognized ratably over the
term of the service period, which is generally twelve months.
Maintenance and support revenue is generally deferred until the
related product has been accepted and all other revenue
recognition criteria have been met.
Professional services and training revenue is recognized as the
related service is performed.
Our products and services are sold indirectly through
distribution partners and directly by our sales force. Revenue
generated through arrangements with distribution partners is
recognized when the above criteria are met and only when the
distribution partner has an order from an end-user customer. We
typically do not offer contractual rights of return, stock
balancing or price protection to our distribution partners, and
actual product returns from them have been insignificant to
date. As a result, we do not maintain reserves for product
returns and related allowances.
Allowance
for Doubtful Accounts
We offset gross trade accounts receivable with an allowance for
doubtful accounts. The allowance for doubtful accounts is our
best estimate of the amount of probable credit losses in our
existing accounts receivable. We review our allowance for
doubtful accounts on a regular basis, and all past due balances
are reviewed individually for collectability. Account balances
are charged against the allowance after all means of collection
have been exhausted and the potential for recovery is considered
remote. Provisions for doubtful accounts are recorded in general
and administrative expense. If our historical collection
experience does not reflect our future ability to collect
outstanding accounts receivables, our future provision for
doubtful accounts could be materially affected. To date, we have
not incurred any significant write-offs of accounts receivable
and have not been required to revise any of our assumptions or
estimates used in determining our allowance for doubtful
accounts. As of December 31, 2009, the allowance for
doubtful accounts was $1.3 million.
Stock-Based
Compensation
For stock options issued under our stock-based compensation
plans, the fair value of each option grant is estimated on the
date of grant using the Black-Scholes pricing model, and an
estimated forfeiture rate is used when calculating stock-based
compensation expense for the period. For restricted stock awards
and units issued under our stock-based compensation plans, the
fair value of each grant is calculated based on our stock price
on the date of grant and an estimated forfeiture rate is used
when calculating stock-based compensation expense for the
period. We recognize the compensation cost of stock-based awards
on a straight-line basis over the vesting period of the award.
The benefits of tax deductions in excess of recognized
stock-based compensation are reported as a financing activity
rather than an operating activity in the statements of cash
flows. This requirement reduces net operating cash flows and
increases net financing cash flows in certain periods.
51
As there was no public market for our common stock prior to
October 13, 2006, we determined the volatility for options
granted in 2006 based on an analysis of reported data for a peer
group of companies that issued options with substantially
similar terms. The expected volatility of options granted has
been determined using an average of the historical volatility
measures of this peer group of companies as well as the
historical volatility of our common stock beginning in January
2007. The expected life of options has been determined utilizing
the simplified method as prescribed by the
SECs Staff Accounting Bulletin No. 107,
Share-Based Payment. The risk-free interest rate is based
on a treasury instrument whose term is consistent with the
expected life of the stock options. We have not paid and do not
anticipate paying cash dividends on our common stock; therefore,
the expected dividend yield is assumed to be zero.
In addition, as discussed above, we utilize an estimated
forfeiture rate when calculating the expense for the period. We
have applied estimated forfeiture rates derived from an analysis
of historical data of 7.91%, 8.27% and 7.00% for the years ended
December 31, 2009, 2008 and 2007, respectively, in
determining the expense recorded in the accompanying
consolidated statements of income. We recorded stock-based
compensation expense of $10.4 million, $7.4 million
and $6.1 million for the years ended December 31,
2009, 2008 and 2007, respectively. As of December 31, 2009,
there was $19.8 million of unrecognized compensation
expense related to unvested stock option awards that is expected
to be recognized over a weighted-average period of
2.87 years.
Inventory
We recognize inventory losses based on obsolescence and levels
in excess of forecasted demand. In these cases, inventory is
written down to its estimated realizable value based on
historical usage and expected demand. Inherent in our estimates
of market value in determining inventory valuation are estimates
related to economic trends, future demand for our products and
technical obsolescence of our products. If future demand or
market conditions are less favorable than our projections,
additional inventory write-downs could be required and would be
reflected in the cost of revenue in the period the revision is
made. To date, we have not been required to revise any of our
assumptions or estimates used in determining our inventory
valuations.
When products have been delivered, but the product revenue
associated with the arrangement has been deferred as a result of
not meeting the revenue recognition criteria, we also defer the
related inventory costs for the delivered items and classify
these items as deferred product costs.
Product
Warranties
Substantially all of our products are covered by a standard
warranty of ninety days for software and one year for
hardware. In the event of a failure of hardware or software
covered by this warranty, we must repair or replace the hardware
or software or, if those remedies are insufficient, and at our
discretion, provide a refund. Our customers typically purchase
maintenance and support contracts, which encompass our warranty
obligations. Our warranty reserve reflects estimated material
and labor costs for potential or actual product issues in our
installed base that are not covered under maintenance contracts,
but for which we expect to incur an obligation. Our estimates of
anticipated rates of warranty claims and costs are primarily
based on historical information and future forecasts. We
periodically assess the adequacy of the warranty allowance and
adjust the amount as necessary. During the years ended
December 31, 2009 and 2008 we decreased our warranty
allowance by $20,000 and $100,000, respectively, as a result of
an analysis performed on historical data. If the historical data
we use to calculate the adequacy of the warranty allowance is
not indicative of future requirements, additional or reduced
warranty reserves may be required.
Some of our arrangements with customers include clauses whereby
we may be subject to penalties for failure to meet certain
performance obligations. We have not incurred any such penalties
to date.
52
Research
and Development Expense for Software Products
Research and development expense includes costs incurred to
develop intellectual property. The costs for the development of
new software and substantial enhancements to existing software
are expensed as incurred until technological feasibility has
been established, at which time any additional costs would be
capitalized. We have determined that technological feasibility
is established at the time a working model of software is
completed. Because we believe our current process for developing
software will be essentially completed concurrently with the
establishment of technological feasibility, no costs have been
capitalized to date.
Income
Taxes
We are subject to income taxes in both the United States and
international jurisdictions, and we use estimates in determining
our provision for income taxes. We account for income taxes
under the asset and liability method for accounting and
reporting for income taxes. Deferred tax assets and liabilities
are recognized based on temporary differences between the
financial reporting and income tax basis of assets and
liabilities using statutory rates. This process requires us to
project our current tax liability and estimate our deferred tax
assets and liabilities, including net operating loss, or NOL,
and tax credit carryforwards. In assessing the need for a
valuation allowance, we considered our recent operating results,
future taxable income projections and feasible tax planning
strategies.
Effective January 1, 2007, we adopted the provisions of
Accounting Standards Codification (ASC) 740, Income
Taxes, as it applied to accounting for uncertainty in income
taxes. At the adoption date and as of December 31, 2009,
2008 and 2007, we had no material unrecognized tax benefits and
no adjustments to liabilities, retained earnings or operations
were required.
Business
Combinations
We record tangible and intangible assets acquired and
liabilities assumed in business combinations under the purchase
method of accounting. Amounts paid for each acquisition are
allocated to the assets acquired and liabilities assumed based
on their fair values at the date of acquisition. We then
allocate the purchase price in excess of net tangible assets
acquired to identifiable intangible assets based on detailed
valuations that use information and assumptions provided by
management. We allocate any excess purchase price over the fair
value of the net tangible and intangible assets acquired and
liabilities assumed to goodwill. If the fair value of the assets
acquired exceeds our purchase price, the excess is recognized
currently as a gain.
Significant management judgments and assumptions are required in
determining the fair value of acquired assets and liabilities,
particularly acquired intangible assets. The valuation of
purchased intangible assets is based upon estimates of the
future performance and cash flows from the acquired business. We
have used the excess earnings method to value the acquired
intangible assets related to developed technology, customer
relationships and in-process research and development. This
method is an income approach that identifies the future cash
flows specifically related to the individual assets. The
trademarks and patents were valued via a relief from royalty
method. This method identifies similar licensing transactions
for trademarks and patents and then applies those rates to the
acquired assets. Each asset is measured at fair value from the
perspective of a market participant.
If different assumptions are used, it could materially impact
the purchase price allocation and our financial position and
results of operations.
Impairment
of Intangible Assets
We amortize our intangible assets that have finite lives using
either the straight-line method or, if reliably determinable,
based on the pattern in which the economic benefit of the asset
is expected to be consumed utilizing expected undiscounted
future cash flows. Amortization is recorded over the estimated
useful lives ranging from three to sixteen years. In process
research and development is carried at its
53
initial fair value and will be amortized to expense upon
completion of development. We review our intangible assets
subject to amortization to determine if any adverse conditions
exist or a change in circumstances has occurred that would
indicate impairment or a change in the remaining useful life. If
the carrying value of an asset exceeds its undiscounted cash
flows, we will write down the carrying value of the intangible
asset to its fair value in the period identified. In assessing
recoverability, we must make assumptions regarding estimated
future cash flows and discount rates. If these estimates or
related assumptions change in the future, we may be required to
record impairment charges. We generally calculate fair value as
the present value of estimated future cash flows to be generated
by the asset using a risk adjusted discount rate. If the
estimate of an intangible assets remaining useful life is
changed, we will amortize the remaining carrying value of the
intangible asset prospectively over the revised remaining useful
life.
Results
of Operations
Comparison
of Years Ended December 31, 2009 and 2008
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Period-to-Period
|
|
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
of Total
|
|
|
|
|
|
of Total
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
(dollars in thousands)
|
|
|
Revenue by Type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$
|
107,144
|
|
|
|
76
|
%
|
|
$
|
91,277
|
|
|
|
78
|
%
|
|
$
|
15,867
|
|
|
|
17
|
%
|
Maintenance, support and service
|
|
|
34,314
|
|
|
|
24
|
|
|
|
25,081
|
|
|
|
22
|
|
|
|
9,233
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
141,458
|
|
|
|
100
|
%
|
|
$
|
116,358
|
|
|
|
100
|
%
|
|
$
|
25,100
|
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by Geography:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States and Canada
|
|
$
|
76,216
|
|
|
|
54
|
%
|
|
$
|
59,512
|
|
|
|
51
|
%
|
|
$
|
16,704
|
|
|
|
28
|
%
|
International
|
|
|
65,242
|
|
|
|
46
|
|
|
|
56,846
|
|
|
|
49
|
|
|
|
8,396
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
141,458
|
|
|
|
100
|
%
|
|
$
|
116,358
|
|
|
|
100
|
%
|
|
$
|
25,100
|
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by Sales Channel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
52,351
|
|
|
|
37
|
%
|
|
$
|
47,490
|
|
|
|
41
|
%
|
|
$
|
4,861
|
|
|
|
10
|
%
|
Indirect
|
|
|
89,107
|
|
|
|
63
|
|
|
|
68,868
|
|
|
|
59
|
|
|
|
20,239
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
141,458
|
|
|
|
100
|
%
|
|
$
|
116,358
|
|
|
|
100
|
%
|
|
$
|
25,100
|
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $15.9 million increase in product revenue was primarily
due to an increase in the number of systems sold in 2009 as
compared to 2008 coupled with an increase in the average selling
price of our systems due to changes in both our product software
configuration mix, including software upgrades, and the mix of
system platforms purchased by our customers. The product
configuration, which reflects the mix of session capacity and
requested features, determines the prices for each SBC sold.
Customers can license our software in various configurations,
depending on requirements for session capacity, feature groups
and protocols. The product software configuration mix will have
a direct impact on the average selling price of a system sold.
Systems with higher software content (higher session capacity
and a higher number of feature groups) will generally have a
higher average selling price than those systems sold with a
lower software content. Indirect product revenues increased
$15.7 million, primarily due to a $12.7 million
increase attributable to customers in the United States and
Canada, and to a lesser extent, an increase of $3.0 million
in indirect product revenues generated by our international
customers. Direct product revenues increased $143,000 primarily
due to a $2.2 million increase attributable to our
54
international customers, partially offset by a decrease of
$2.1 million in direct product revenues related to our
customers in the United States and Canada.
Maintenance, support and service revenue increased by
$9.2 million primarily due to a $8.9 million increase
in maintenance and support fees associated with the growth in
our installed product base and to a lesser extent, an increase
of $331,000 in installation, professional services and training
revenue, including reimbursable travel expenses, primarily due
to the timing of the provision of our installation services.
Cost of
Revenue and Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Period-to-Period
|
|
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
of Related
|
|
|
|
|
|
of Related
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
(dollars in thousands)
|
|
|
Cost of Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$
|
21,613
|
|
|
|
20
|
%
|
|
$
|
19,662
|
|
|
|
22
|
%
|
|
$
|
1,951
|
|
|
|
10
|
%
|
Maintenance, support and service
|
|
|
5,668
|
|
|
|
17
|
|
|
|
5,005
|
|
|
|
20
|
|
|
|
663
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
$
|
27,281
|
|
|
|
19
|
%
|
|
$
|
24,667
|
|
|
|
21
|
%
|
|
$
|
2,614
|
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$
|
85,531
|
|
|
|
80
|
%
|
|
$
|
71,615
|
|
|
|
78
|
%
|
|
$
|
13,916
|
|
|
|
19
|
%
|
Maintenance, support and service
|
|
|
28,646
|
|
|
|
83
|
|
|
|
20,076
|
|
|
|
80
|
|
|
|
8,570
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit
|
|
$
|
114,177
|
|
|
|
81
|
%
|
|
$
|
91,691
|
|
|
|
79
|
%
|
|
$
|
22,486
|
|
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $2.0 million increase in cost of product revenue was
primarily due to an increase in direct product costs of
$2.0 million resulting from an increase in the number of
systems sold in the year ended December 31, 2009 as
compared to the prior year, an increase in amortization of
developed technology acquired in the Covergence transaction of
$585,000 and an increase of $258,000 in salaries, wages and
related benefits. These increases were partially offset by an
$857,000 decrease in costs associated with amounts reserved
against inventory deemed to be obsolete and in levels in excess
of forecasted demand as a result of an overall decrease in our
inventory balance and a $104,000 decrease in depreciation
expense and other manufacturing related costs.
The $663,000 increase in cost of maintenance, support and
service revenue was primarily due to an increase in salaries and
related benefits of $998,000 corresponding with a 41% increase
in employee headcount for our support and services organization,
an increase in third party services of $168,000 and a $162,000
increase in stock-based compensation expense. These increases
were partially offset by decrease of $678,000 in repair and
warranty costs as our products mature and product reliability
continues to improve.
Product gross margin increased by 2 percentage points
primarily due to an increase in the number of units sold in 2009
as compared to 2008 which resulted in manufacturing cost being
absorbed by a higher product volume base. The increase in the
average selling price of systems sold in 2009 due to product
platform mix was also a factor.
Gross margin on maintenance, support and service revenue
increased by 3 percentage points primarily due to an
increase in maintenance, support and service revenue associated
with the growth in our installed product base without a
corresponding increase in costs and a decrease in the costs
associated with our warranty and repair programs.
We expect cost of product revenue and cost of maintenance,
support and service revenue each to increase at approximately
the same rate as the related revenue for the foreseeable future.
As a result, we
55
expect that gross profit will increase, but that the related
gross margin will remain relatively consistent with historical
rates for the foreseeable future.
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Period-to-Period
|
|
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
of Total
|
|
|
|
|
|
of Total
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
(dollars in thousands)
|
|
|
Sales and marketing
|
|
$
|
53,643
|
|
|
|
38
|
%
|
|
$
|
44,411
|
|
|
|
38
|
%
|
|
$
|
9,232
|
|
|
|
21
|
%
|
Research and development
|
|
|
28,198
|
|
|
|
20
|
|
|
|
23,046
|
|
|
|
20
|
|
|
|
5,152
|
|
|
|
22
|
|
General and administrative
|
|
|
12,305
|
|
|
|
9
|
|
|
|
10,026
|
|
|
|
9
|
|
|
|
2,279
|
|
|
|
23
|
|
Merger and integration-related costs
|
|
|
1,102
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1,102
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
95,248
|
|
|
|
68
|
%
|
|
$
|
77,483
|
|
|
|
67
|
%
|
|
$
|
17,765
|
|
|
|
23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $9.2 million increase in sales and marketing expense
was primarily due to, (a) $7.8 million attributable to
higher salaries, commissions and benefits associated with a 13%
increase in the number of sales and marketing personnel,
primarily sales and technical sales support staff, the majority
of which resulted from the acquisition of Covergence, as well as
an increase in commission expense resulting from our overall
financial performance in the year ended December 31, 2009,
(b) $1.0 million attributable to an increase in
stock-based compensation expense, (c) $463,000 attributable
to an increase in outside consulting costs, (d) $271,000
attributable to an increase in facilities costs related to
larger sales offices in Seoul, Korea and Madrid, Spain, and
(e) $178,000 attributable to increased expenditures
associated with marketing programs, including trade shows, all
of which were offset by a decrease of $568,000 in depreciation
expense resulting from impairment losses taken on customer
evaluation equipment during the fourth quarter of 2008 and a
decrease of $248,000 in travel expenses. The balance was
primarily due to increased overhead associated with increases in
sales and marketing personnel. We expect sales and marketing
expense to continue to increase in absolute dollars for the
foreseeable future as we expand our sales force to continue to
increase our revenue and market share. However, we anticipate
that sales and marketing expense will decrease as a percentage
of total revenue for the foreseeable future.
The $5.2 million increase in research and development
expense was primarily due to, (a) $3.9 million
attributable to higher salaries, bonuses and other benefits
associated with a 24% increase in the number of employees
working on the design and development of new products and
enhancement of existing products, quality assurance and testing,
the majority of which were associated with the acquisition of
Covergence in April 2009, (b) $1.4 million
attributable to an increase in stock-based compensation expense,
(c) $127,000 attributable to increased facilities costs,
and (d) $97,000 attributable to increased spending on
software and maintenance. These increases were partially offset
by decreases in (a) depreciation and amortization of
$295,000 resulting from impairment losses taken on engineering
equipment in the fourth quarter of 2008, (b) spending on
engineering tools and technology of $60,000 and (c) outside
services of $36,000. The addition of personnel and our continued
investment in research and development were driven by our
strategy of maintaining our competitive position by expanding
our product offerings and enhancing our existing products to
meet the requirements of our customers and market. We expect
research and development expense to increase in absolute dollars
for the foreseeable future. However, we anticipate that research
and development expense will decrease as a percentage of total
revenue for the foreseeable future.
The $2.3 million increase in general and administrative
expense was primarily due to, (a) $1.1 million
attributable to an increase in salaries, bonuses and other
benefits mainly related to increased bonuses resulting from our
overall financial performance in 2009, (b) $822,000
attributable to an increase in outside
56
consulting services and temporary help, (c) $618,000
attributable to an increase in legal, accounting and
professional fees related to our ongoing compliance
responsibilities of being a publicly-traded company,
(d) $436,000 attributable to increased facilities costs,
and (e) $361,000 attributable to an increase in stock-based
compensation costs. These increases were partially offset by
(a) an $833,000 decrease in bad debt expense, (b) a
$176,000 decrease in professional search fees related to the
search for our chief financial officer which were incurred in
the first quarter of 2008, (c) a $152,000 decrease in other
fees and taxes representing a sales and use tax refund received
during 2009, and (d) a $107,000 decrease in insurance fees.
We expect general and administrative expense to continue to
increase in absolute dollars as we invest in infrastructure to
support continued growth and incur additional expenses related
to being a publicly traded company, including increased audit
and legal fees, costs of compliance with securities and other
regulations, investor relations expense, and higher insurance
premiums. However, we expect general and administrative expense
will decrease as a percentage of total for the foreseeable
future.
We incurred $1.1 million of merger and integration-related
costs associated with our acquisition of Covergence in April
2009, including $585,000 of transaction expenses and $517,000 of
severance related charges relating to 20 employees of
Covergence, across all functional areas, who were terminated on
April 30, 2009.
Operating
and Other Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Period-to-Period
|
|
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
of Total
|
|
|
|
|
|
of Total
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Percentage
|
|
|
Income from operations
|
|
$
|
18,929
|
|
|
|
13
|
%
|
|
$
|
14,208
|
|
|
|
12
|
%
|
|
$
|
4,721
|
|
|
|
33
|
%
|
Interest income
|
|
|
253
|
|
|
|
|
|
|
|
3,225
|
|
|
|
3
|
|
|
|
(2,972
|
)
|
|
|
(92
|
)
|
Gain from acquisition of business
|
|
|
4,293
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
4,293
|
|
|
|
|
*
|
Other expense
|
|
|
(78
|
)
|
|
|
|
|
|
|
(246
|
)
|
|
|
|
|
|
|
168
|
|
|
|
(68
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
23,397
|
|
|
|
16
|
|
|
|
17,187
|
|
|
|
15
|
|
|
|
6,210
|
|
|
|
36
|
|
Provision for income taxes
|
|
|
6,291
|
|
|
|
4
|
|
|
|
5,615
|
|
|
|
5
|
|
|
|
676
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
17,106
|
|
|
|
12
|
%
|
|
$
|
11,572
|
|
|
|
10
|
%
|
|
$
|
5,534
|
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $4.7 million increase in income from operations
resulted from a $22.5 million increase in gross profit,
offset in part by a $17.8 million increase in operating
expenses.
Interest income, net, consisted of interest income generated
from the investment of our cash balances. The decrease in
interest income primarily reflected lower average interest
rates, partially offset by an increase in the average cash
balance in the year ended December 31, 2009.
As a result of the final purchase price allocation related to
our acquisition of Covergence, we determined that the fair value
of the net assets acquired, primarily the acquired identifiable
intangible assets and the deferred tax assets, exceeded the fair
value of the consideration transferred. Consequently, we
reassessed the recognition and measurement of identifiable
assets acquired and liabilities assumed and concluded that all
acquired assets and assumed liabilities were properly recognized
and the valuation procedures and resulting measures were
appropriate. As a result, we recognized a gain of
$4.3 million.
Other expense primarily consisted of foreign currency
translation adjustments of our international subsidiaries and
sales consummated in foreign currencies. The decrease in expense
from 2008 to 2009 primarily reflects fluctuations in the value
of the Euro and British Pound.
57
Our effective tax rate was 27% in 2009 as compared to 33% in
2008. The lower effective tax rate in 2009 was primarily
attributable to a book gain recognized on the acquisition of
Covergence for which there is no associated tax expense.
We currently expect to realize recorded net deferred tax assets
as of December 31, 2009 of $17.2 million. Our
conclusion that these assets will be recovered is based upon the
expectation that our current and future earnings will provide
sufficient taxable income to realize the recorded tax assets.
The realization of our net deferred tax assets cannot be
assured, to the extent that future taxable income against which
these tax assets may be applied is not sufficient, some or all
of our recorded net deferred tax asset would not be realizable.
Approximately $7.1 million of the deferred tax assets
recorded as of December 31, 2009 is attributable to
benefits associated with stock-based compensation charges. In
accordance with the guidance in Accounting Standards
Codification (ASC) 718, no valuation allowance has been recorded
against this amount. However, in the future, if the underlying
amounts expire with an intrinsic value less than the fair value
of the awards on the date of grant, some or all of the benefits
may not be realizable.
Comparison
of Years Ended December 31, 2008 and 2007
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Period-to-Period
|
|
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
of Total
|
|
|
|
|
|
of Total
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
(dollars in thousands)
|
|
|
Revenue by Type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$
|
91,277
|
|
|
|
78
|
%
|
|
$
|
94,906
|
|
|
|
84
|
%
|
|
$
|
(3,629
|
)
|
|
|
(4
|
)%
|
Maintenance, support and service
|
|
|
25,081
|
|
|
|
22
|
|
|
|
18,146
|
|
|
|
16
|
|
|
|
6,935
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
116,358
|
|
|
|
100
|
%
|
|
$
|
113,052
|
|
|
|
100
|
%
|
|
$
|
3,306
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by Geography:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States and Canada
|
|
$
|
59,512
|
|
|
|
51
|
%
|
|
$
|
53,748
|
|
|
|
48
|
%
|
|
$
|
5,764
|
|
|
|
11
|
%
|
International
|
|
|
56,846
|
|
|
|
49
|
|
|
|
59,304
|
|
|
|
52
|
|
|
|
(2,458
|
)
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
116,358
|
|
|
|
100
|
%
|
|
$
|
113,052
|
|
|
|
100
|
%
|
|
$
|
3,306
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by Sales Channel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
47,490
|
|
|
|
41
|
%
|
|
$
|
43,728
|
|
|
|
39
|
%
|
|
$
|
3,762
|
|
|
|
9
|
%
|
Indirect
|
|
|
68,868
|
|
|
|
59
|
|
|
|
69,324
|
|
|
|
61
|
|
|
|
(456
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
116,358
|
|
|
|
100
|
%
|
|
$
|
113,052
|
|
|
|
100
|
%
|
|
$
|
3,306
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $3.6 million decrease in product revenue was a result
of a decrease in the number of systems sold in 2008 as compared
to 2007. The decrease in systems sold was the result of
temporary delays in the purchasing decisions of our end user
customers, which began in the second quarter of 2008, and was
not indicative of an overall decline in the worldwide market for
our products. Direct product revenues increased by $930,000,
primarily as a result of a $2.1 million increase
attributable to our United States and Canadian customers,
partially offset by a decrease of $1.2 million in product
revenues related to our international customers. Indirect
product revenues decreased $4.6 million, with
$4.2 million and $410,000 contributed by our international
and United States and Canadian customers, respectively.
While the decrease in the number of units shipped had an adverse
effect on our product revenues in 2008, the decline was
partially offset by an increase in the average selling price of
our systems due to changes in our product software configuration
mix and an increase in the level of software license upgrades.
The product configuration, which reflects the mix of session
capacity and requested features,
58
determines the price for each SBC sold. Customers can license
our software in various configurations, depending on the
customers requirements for session capacity, feature
groups and protocols. The product software configuration mix has
a direct impact on the average selling price of the system sold.
Systems with higher software content (higher session capacity
and a larger number of feature groups) will generally have a
higher average selling price than those systems sold with less
software content.
The $6.9 million increase in maintenance, support and
service revenue was primarily due to an increase in maintenance
and support fees associated with the growth in our installed
product base. Installation and training revenue, including
reimbursable travel expenses remained relatively unchanged in
2008 as compared to 2007.
Cost of
Revenue and Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Period-to-Period
|
|
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
of Related
|
|
|
|
|
|
of Related
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
(dollars in thousands)
|
|
|
Cost of Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$
|
19,662
|
|
|
|
22
|
%
|
|
$
|
18,736
|
|
|
|
20
|
%
|
|
$
|
926
|
|
|
|
5
|
%
|
Maintenance, support and service
|
|
|
5,005
|
|
|
|
20
|
|
|
|
4,377
|
|
|
|
24
|
|
|
|
628
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
$
|
24,667
|
|
|
|
21
|
%
|
|
$
|
23,113
|
|
|
|
20
|
%
|
|
$
|
1,554
|
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$
|
71,615
|
|
|
|
78
|
%
|
|
$
|
76,170
|
|
|
|
80
|
%
|
|
$
|
(4,555
|
)
|
|
|
(6
|
)%
|
Maintenance, support and service
|
|
|
20,076
|
|
|
|
80
|
|
|
|
13,769
|
|
|
|
76
|
|
|
|
6,307
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit
|
|
$
|
91,691
|
|
|
|
79
|
%
|
|
$
|
89,939
|
|
|
|
80
|
%
|
|
$
|
1,752
|
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $926,000 increase in product cost of revenue was primarily
due to an increase of $815,000 in reserves for excess and
obsolete inventory in 2008 as compared to 2007, higher salaries,
benefits and overhead associated with an increase in
manufacturing personnel, including an increase of $364,000 in
salaries and related benefits and an increase of $173,000 in
stock-based compensation expense, and an increase in the average
cost of systems sold in 2008. The average cost of systems sold
varies based on the product platform mix of items sold in a
period. These cost increases were partially offset by the lower
number of systems shipped in 2008 as compared to 2007.
The $628,000 increase in cost of maintenance, support and
service revenue was primarily due to higher salaries, benefits
and overhead associated with increases in support and training
personnel, including a $444,000 increase in salaries and related
benefits and a $114,000 increase in stock-based compensation
expense.
Product gross margin decreased by 2 percentage points,
primarily due to a decrease in the number of units sold in 2008
as compared to 2007 which resulted in cost associated with our
manufacturing efforts being absorbed by a lower product volume
base. The increase in average cost of systems sold in 2008 due
to product platform mix was also a factor.
Gross margin on maintenance, support and service revenue
increased by 4 percentage points as a result of an increase
in maintenance, support and service revenue associated with the
growth in our installed product base without a corresponding
increase in costs.
59
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Period-to-Period
|
|
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
of Total
|
|
|
|
|
|
of Total
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
(dollars in thousands)
|
|
|
Sales and marketing
|
|
$
|
44,411
|
|
|
|
38
|
%
|
|
$
|
35,745
|
|
|
|
32
|
%
|
|
$
|
8,666
|
|
|
|
24
|
%
|
Research and development
|
|
|
23,046
|
|
|
|
20
|
|
|
|
20,812
|
|
|
|
18
|
|
|
|
2,234
|
|
|
|
11
|
|
General and administrative
|
|
|
10,026
|
|
|
|
9
|
|
|
|
8,850
|
|
|
|
8
|
|
|
|
1,176
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
77,483
|
|
|
|
67
|
%
|
|
$
|
65,407
|
|
|
|
58
|
%
|
|
$
|
12,076
|
|
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $8.7 million increase in sales and marketing expense
was primarily due to (a) an increase of $5.4 million
in salaries, commissions and benefits associated with a 24%
increase in sales and marketing personnel, primarily sales and
technical sales support staff, on a worldwide basis, (b) an
increase of $1.3 million in stock-based compensation
expense, (c) an increase of $800,000 in depreciation
expense (d) an increase of $348,000 in travel expense
resulting from the growth in the number of sales and marketing
personnel and (e) the balance was attributable to increased
expenses associated with expanded marketing programs, including
trade shows and overhead associated with increases in sales and
marketing personnel.
Of the $2.2 million increase in research and development
expense, (a) $2.5 million was attributable to higher
salaries and benefits associated with a 9% increase in the
number of employees working on the design and development of new
products and enhancement of existing products, quality assurance
and testing, (b) $232,000 was attributable to an increase
in depreciation expense associated with our investment in
equipment to support new product development. These increases
were partially offset by reductions of (a) $312,000 in
outside services and (b) $220,000 in professional search
fees. The modest addition of personnel and our continued
investment in research and development were driven by our
strategy of maintaining our competitive position by expanding
our product offerings and enhancing our existing products to
meet the requirements of our customers and market.
Of the $1.2 million increase in general and administrative
expense, (a) $1.2 million was attributable to an
increase in bad debt expense, primarily reflecting the
bankruptcy proceedings of one of our distribution partners,
(b) $305,000 was attributable to increased legal,
accounting and professional fees, (c) $196,000 was
attributable to an increase in outside consulting services, and
(d) $142,000 was attributable to our search for a new chief
financial officer. These increases were partially offset by
reductions of $213,000 in stock-based compensation expense,
$152,000 in payment discounts offered to our customers, $123,000
in salaries and related benefits related to a decision by
management not to approve annual incentive payments which was
partially offset by an increase of 4% in headcount during 2008,
and a net decrease in other miscellaneous general and
administrative expenses.
60
Operating
and Other Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Period-to-Period
|
|
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
of Total
|
|
|
|
|
|
of Total
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Percentage
|
|
|
Income from operations
|
|
$
|
14,208
|
|
|
|
12
|
%
|
|
$
|
24,532
|
|
|
|
22
|
%
|
|
$
|
(10,324
|
)
|
|
|
(42
|
)%
|
Interest income
|
|
|
3,225
|
|
|
|
3
|
|
|
|
6,420
|
|
|
|
6
|
|
|
|
(3,195
|
)
|
|
|
(50
|
)
|
Other expense
|
|
|
(246
|
)
|
|
|
|
|
|
|
(51
|
)
|
|
|
|
|
|
|
(195
|
)
|
|
|
382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for (benefit from) income taxes
|
|
|
17,187
|
|
|
|
15
|
|
|
|
30,901
|
|
|
|
27
|
|
|
|
(13,714
|
)
|
|
|
(44
|
)
|
Provision for (benefit from) income taxes
|
|
|
5,615
|
|
|
|
5
|
|
|
|
11,340
|
|
|
|
10
|
|
|
|
(5,725
|
)
|
|
|
(50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
11,572
|
|
|
|
10
|
%
|
|
$
|
19,561
|
|
|
|
17
|
%
|
|
$
|
(7,989
|
)
|
|
|
(41
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $10.3 million decrease in income from operations
resulted from a $12.0 million increase in operating
expenses, offset in part by a $1.7 million increase in
gross profit.
Interest income, net, consisted of interest income generated
from the investment of our cash balances. The decrease in
interest income principally reflected lower average interest
rates during 2008, partially offset by higher average cash
balances provided by operating activities.
Other expense primarily consisted of foreign currency
translation adjustments of our international subsidiaries and
sales consummated in foreign currencies. The increase in expense
in 2008 was primarily due to fluctuations in the value of the
Euro and British Pound in 2008.
For the year ended December 31, 2008, our effective tax
rate was 33%. The lower effective tax rate in 2008 was primarily
due to increased credits related to our research and development
activities and a lower effective state tax rate.
Use of
Non-GAAP Financial Measures
We use the financial measures non-GAAP net income
and non-GAAP net income per share to supplement our
consolidated financial statements, which are presented in
accordance with accounting principles generally accepted in the
United States (GAAP). The presentation of non-GAAP
net income and non-GAAP net income per share is not meant to be
a substitute for net income or net income per
share, presented in accordance with GAAP, but rather
should be evaluated in conjunction with net income and net
income per share. Our management believes that the presentation
of non-GAAP net income and non-GAAP net income per share
provides useful information to investors because this financial
measure excludes stock-based compensation expense which is a
non-cash charge. Non-GAAP net income and non-GAAP net income per
share for the years ended December 31, 2009 also excludes
amortization of acquired intangible assets, merger and
integration-related costs and gain associated with our
acquisition of Covergence Inc. on April 30, 2009.
By excluding stock-based compensation expense, amortization of
acquired intangible assets, merger and integration-related
expenses and the gain associated with our acquisition of
Covergence, we can compare our ongoing operations to prior
periods and to the ongoing operations of other companies in our
industry who may have materially different unusual charges. We
do not consider any of stock-based compensation expense,
amortization of acquired intangible assets, merger and
integration-related expenses and the gain associated with our
acquisition of Covergence to be part of our ongoing operating
activities or meaningful in evaluating our past financial
performance or future prospects. We believe that excluding these
items is useful to investors because it is more representative
of ongoing costs and therefore more comparable to historical
operations. Non-GAAP net income and non-GAAP net income per
share are primary financial indicators that our management uses
to evaluate our financial results and forecast anticipated
financial results for future periods. We also use these non-GAAP
figures to make
61
financial and operational decisions as these numbers exclude
non-operational activities. These non-GAAP measures should not
be considered measures of the our liquidity.
Our definition of non-GAAP net income
and/or
non-GAAP net income per share may differ from
similar measures used by other companies and may differ from
period to period. We may make other adjustments for expenses and
gains that it does not consider reflective of core operating
performance in a particular period and may modify non-GAAP
net income
and/or
non-GAAP net income per share by excluding these
expenses and gains.
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Reconciliation of non-GAAP net income:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
17,106
|
|
|
$
|
11,572
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Stock-based compensation expense, net of taxes
|
|
|
7,137
|
|
|
|
5,482
|
|
Amortization of acquired intangible assets
|
|
|
461
|
|
|
|
|
|
Merger and integration-related costs, net of taxes
|
|
|
903
|
|
|
|
|
|
Gain on acquisition of business
|
|
|
(4,293
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income
|
|
$
|
21,314
|
|
|
$
|
17,054
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of non-GAAP net income per share:
|
|
|
|
|
|
|
|
|
Net income per share, Basic
|
|
$
|
0.30
|
|
|
$
|
0.20
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Stock-based compensation expense, net of taxes
|
|
|
0.12
|
|
|
|
0.09
|
|
Amortization of acquired intangible assets
|
|
|
0.01
|
|
|
|
|
|
Merger and integration-related costs, net of taxes
|
|
|
0.02
|
|
|
|
|
|
Gain from acquisition of business
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income per share, Basic
|
|
$
|
0.37
|
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
|
Net income per share, Diluted
|
|
$
|
0.28
|
|
|
$
|
0.18
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Stock-based compensation expense, net of taxes
|
|
|
0.12
|
|
|
|
0.09
|
|
Amortization of acquired intangible assets
|
|
|
0.01
|
|
|
|
|
|
Merger and integration-related costs, net of taxes
|
|
|
0.01
|
|
|
|
|
|
Gain on acquisition of business
|
|
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income per share, Diluted
|
|
$
|
0.35
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
|
Liquidity
and Capital Resources
Resources
Since 2005, we have self-funded our operations principally
driven by revenue growth. In October 2006, we completed an
initial public offering, or IPO, of our common stock in which we
sold and issued 9.7 million shares of our common stock,
including 1.7 million shares sold by us pursuant to the
underwriters full exercise of their over-allotment option,
at an issue price of $9.50 per share. We raised a total of
$92.4 million in gross proceeds from the IPO, or
$83.2 million in net proceeds after deducting underwriting
discounts and commissions of $6.5 million and other
offering costs of $2.7 million. To date we have not used
nor designated any of the proceeds from our IPO.
62
Key measures of our liquidity are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Year Ended
|
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
|
(in thousands)
|
|
Cash and cash equivalents
|
|
$
|
90,471
|
|
|
$
|
125,723
|
|
|
$
|
136,420
|
|
Short and long-term investments
|
|
|
84,516
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
25,604
|
|
|
|
26,163
|
|
|
|
27,597
|
|
Working capital
|
|
|
123,452
|
|
|
|
136,006
|
|
|
|
153,497
|
|
Cash provided by operating activities
|
|
|
45,146
|
|
|
|
28,671
|
|
|
|
16,403
|
|
Cash used in investing activities
|
|
|
(84,156
|
)
|
|
|
(4,042
|
)
|
|
|
(5,316
|
)
|
Cash provided by (used in) financing activities
|
|
|
3,758
|
|
|
|
(35,326
|
)
|
|
|
6,619
|
|
Cash, cash equivalents, short-term and long-term
investments. Our cash and cash equivalents at
December 31, 2009 were invested primarily in high quality
securities of a short duration and are not materially affected
by fluctuations in interest rates. Our short and long-term
investments consist of high quality government treasuries and
bonds. The cash and cash equivalents are held for working
capital purposes. We do not enter into investments for trading
or speculative purposes. Restricted cash, which totaled
$1.1 million at December 31, 2009 and $333,000 at
December 31, 2008 and 2007 is not included in cash and cash
equivalents, and was held in certificates of deposit as
collateral for letters of credit related to the lease agreements
for our current corporate headquarters in Burlington,
Massachusetts, our sales office in Madrid, Spain as well as our
new corporate headquarters in Bedford, Massachusetts to which we
will relocate in June 2010.
Accounts receivable, net. Our accounts
receivable balance fluctuates from period to period, which
affects our cash flow from operating activities. The
fluctuations vary depending on the timing of our shipping and
billing activity, cash collections, and changes to our allowance
for doubtful accounts. In some situations we receive cash
payment from a customer prior to the time we are able to
recognize revenue on a transaction. We record these payments as
deferred revenue, which has a positive effect on our accounts
receivable balances. We use days sales outstanding, or DSO,
calculated on a quarterly basis, as a measurement of the quality
and status of our receivables. We define DSO as
(a) accounts receivable, net of allowance for doubtful
accounts, divided by (b) total revenue for the most recent
quarter, multiplied by (c) 90 days. DSO was
56 days at December 31, 2009 and 77 days at
December 31, 2008. The decrease in DSO at December 31,
2009 was primarily due to improved collection effort during the
year as well as the timing of shipments during the three months
ended December 31, 2009.
Operating activities. Cash provided by
operating activities primarily consists of net income adjusted
for certain non-cash items including depreciation and
amortization, impairment losses on property and equipment,
deferred income taxes, provision for bad debts, stock-based
compensation, and the effect of changes in working capital and
other activities. Cash provided by operating activities in 2009
was $45.1 million and consisted of
(a) $17.1 million of net income, (b) non-cash
adjustments of $8.6 million (consisting primarily of
$5.4 million of depreciation and amortization,
$10.4 million of stock-based compensation, $217,000 in
provisions for bad debt, a $94,000 impairment loss on property
and equipment, and $113,000 amortization of premium/discount on
investments, partially offset by $4.3 million related to a
gain on the acquisition of Covergence, $1.8 million related
to the tax savings from the exercise, by employees, of stock
options and an increase in our deferred income taxes of
$1.5 million), and (c) $19.4 million provided by
working capital and other activities. Cash provided by working
capital and other activities primarily reflected an increase in
deferred revenue of $15.3 million, a $2.0 million
decrease in inventory, a $2.7 million increase in accrued
expenses and other current liabilities, and a $1.9 million
decrease in accounts receivable, partially offset by an increase
of $2.3 million in deferred product costs and an increase
of $375,000 in other current assets.
63
Investing activities. Cash used in investing
activities in 2009 was $84.2 million, which included
$84.6 million in purchases of marketable securities,
$4.9 million in purchases of property and equipment,
partially offset by $6.0 million in cash received from the
acquisition of Covergence.
Financing activities. We received proceeds
from the exercise of common stock options in the amounts of
$2.0 million in 2009, $759,000 in 2008 and
$1.7 million in 2007. In 2008, we used $37.5 million
to repurchase 6,756,680 shares of our common stock.
Anticipated cash flows. We believe our
existing cash, cash equivalents and short-term and long-term
investments and our cash flow from operating activities will be
sufficient to meet our anticipated cash needs for at least the
next twelve months. Our future working capital requirements will
depend on many factors, including the rate of our revenue
growth, our introduction of new products and enhancements, and
our expansion of sales and marketing and product development
activities. To the extent that our cash, cash equivalents,
short-term and long-term investments and cash flow from
operating activities are insufficient to fund our future
activities, we may need to raise additional funds through bank
credit arrangements or public or private equity or debt
financings. We also may need to raise additional funds in the
event we determine in the future to effect one or more
acquisitions of businesses, technologies and products that will
complement our existing operations. In the event additional
funding is required, and given the current condition of the
global financial markets, we may not be able to obtain bank
credit arrangements or affect an equity or debt financing on
terms acceptable to us or at all.
Income taxes. We currently expect to realize
recorded net deferred tax assets as of December 31, 2009 of
$17.2 million. Our conclusion that these assets will be
recovered is based upon its expectation that our current and
future earnings will provide sufficient taxable income to
realize the recorded tax assets. The realization of our net
deferred tax assets cannot be assured, and to the extent that
future taxable income against which these tax assets may be
applied is not sufficient, some or all of our recorded net
deferred tax asset would not be realizable. Approximately
$7.1 million of the deferred tax assets recorded as of
December 31, 2009 is attributable to benefits associated
with stock-based compensation charges. In accordance with the
guidance in ASC 718, no valuation allowance has been recorded
against this amount. However, in the future, if the underlying
amounts expire with an intrinsic value less than the fair value
of the awards on the date of grant, some or all of the benefits
may not be realizable.
As of December 31, 2009, we had state research and
development tax credits of $1.6 million of which
approximately $1.3 million related to excess tax
deductions, the benefit of these credits will be realized as an
increase in additional paid in capital when it results in a
reduction in state taxable income. These state tax credits begin
to expire in 2021, and are subject to review and possible
adjustment by the taxing authorities. During 2009, we both
generated and utilized all of our U.S. federal research and
development tax credits.
Effective January 1, 2007, we adopted the provisions of ASC
740, Income Taxes, as it applies to accounting for
uncertainty in income taxes. We have no material unrecognized
tax benefits and no adjustments to liabilities, retained
earnings or operations have been required.
As of December 31, 2009, all of the federal tax returns we
have filed for tax years 2006 through 2008 remain subject to
examination by tax authorities. Tax years 2006 through 2008 are
subject to examination by the state taxing authority as of
December 31, 2009. The Company is currently under audit by
the Massachusetts Department of Revenue for the tax years ended
December 31, 2006 and December 31, 2007.
Requirements
Capital expenditures. We have made capital
expenditures primarily for equipment to support product
development, evaluation systems for sales opportunities, and
other general purposes to support our growth. Our capital
expenditures totaled $4.9 million in 2009,
$4.0 million in 2008, and $5.5 million in 2007. We are
not currently party to any purchase contracts related to future
capital expenditures. We
64
estimate capital expenditures to be between $7.0 and
$8.0 million in 2010, excluding any investment related to
the relocation and expansion of our headquarters in June 2010.
Contractual obligations and requirements. Our
only significant contractual obligations relate to the lease of
our corporate headquarters in Burlington, Massachusetts which
expires in June of 2010, our new facility in Bedford,
Massachusetts which we will be relocating to in June 2010 and
our office facilities in Madrid, Spain.
On December 10, 2009 we entered into a lease dated as of
November 23, 2009 with MSCP Crosby, LLC to secure office
space for our future corporate headquarters at 100 Crosby Drive,
Bedford, Massachusetts. The commencement date for occupancy
under the lease is June 1, 2010. The lease for our current
corporate headquarters at 71 Third Ave., Burlington,
Massachusetts expires on June 30, 2010.
The lease for our future corporate headquarters provides for the
rental of 123,788 square feet of space and has an initial
term of six years and six months. We can, subject to certain
conditions, extend this term for an additional period of five
years. We are not required to pay any rent for the first six
months of the initial lease term. Thereafter, the annual rent on
the new lease will be $2.4 million, or approximately
$201,156 per month. The total base rent payable in the initial
lease term is $14.5 million.
In addition to base rent, the lease for our future corporate
headquarters requires us to pay our proportionate share of
certain taxes and operating expenses, as further set forth in
the lease. We are receiving lease incentives, including free
rent for the first six months of occupancy, which totals
approximately $1.2 million, and allowances for tenant
improvements totaling approximately $3.2 million. We will
recognize the total base rent payable of $14.5 million
ratably over the initial lease term of the lease which is
78 months. The allowances for tenant improvements will be
amortized on a straight-line basis over the initial lease term
as a reduction of rental expense.
In connection with the signing of the lease for our future
headquarters, we have deposited with the landlord an
unconditional, irrevocable letter of credit in the
landlords favor in the amount of $603,467.
The following table sets forth our commitments to settle
contractual obligations in cash after December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More than
|
|
|
Total
|
|
1 year or less
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
|
|
(in thousands)
|
|
Operating leases obligations
|
|
$
|
15,280
|
|
|
$
|
957
|
|
|
$
|
4,869
|
|
|
$
|
4,828
|
|
|
$
|
4,626
|
|
Off-Balance-Sheet
Arrangements
As of December 31, 2009, we did not have any significant
off-balance-sheet arrangements, as defined in
Item 303(a)(4)(ii) of
Regulation S-K
as promulgated by the SEC.
Recent
Accounting Pronouncements
In February 2010, the Financial Accounting Standards Board, or
FASB, issued Accounting Standards Update, or ASU,
2010-09,
Subsequent Events (Topic 855), to remove the requirement
for SEC filers to disclose the date through which an entity has
evaluated subsequent events. This change removes potential
conflicts with current SEC guidance. ASU
2010-09 also
clarifies the intended scope of the reissuance disclosure
provisions. ASU
2010-09 is
effective upon issuance and had no impact on our consolidated
financial position and results of operations.
In September 2009, the FASB ratified ASU
2009-13,
Revenue Arrangements with Multiple Deliverables, which
would modify the objective and reliable evidence of fair value
threshold as it relates to assigning value to specific
deliverables in a multiple-element arrangement. This
authoritative guidance would allow the use of an estimated
selling price for undelivered elements for purposes of
separating elements included in multiple element arrangements
and allocating arrangement consideration when neither VSOE nor
acceptable third party evidence of the selling price of the
undelivered element are
65
available. Additionally, the FASB ratified ASU
2009-14,
Certain Revenue Arrangements that Include Software Elements,
which provides that tangible products containing software
components and non-software components that function together to
deliver the products essential functionality should be
considered non-software deliverables, and therefore, will no
longer be within the scope of the revenue recognition guidance.
Both FASB updates are required to be adopted in annual periods
beginning after June 15, 2010. We are currently evaluating
the effect that the adoption of both pieces of authoritative
guidance may have on our consolidated financial position and
results of operations.
In June 2009, the FASB issued the ASC as the single source of
authoritative U.S. GAAP recognized by the FASB to be
applied by nongovernmental entities in preparation of financial
statements in conformity with U.S. GAAP. While the adoption
of the ASC as of September 30, 2009 changes how we
reference accounting standards, the adoption did not have an
impact on our financial position, results of operations, cash
flows, or accounting policies.
In May 2009, the FASB issued ASC 855, Subsequent Events (ASC
855). ASC 855 establishes general standards of accounting
for and disclosure of events that occur after the balance sheet
date but before financial statements are issued or are available
to be issued. The adoption of ASC 855 had no impact on our
financial condition or results of operations.
In December 2007, the FASB issued ASC 805, Business
Combinations (ASC 805). ASC 805 is effective for fiscal
years beginning on or after December 15, 2008 and applies
to all business combinations. ASC 805 provides that, upon
initially obtaining control, an acquirer shall recognize
100 percent of the fair values of acquired assets,
including goodwill, and assumed liabilities, with only limited
exceptions, even if the acquirer has not acquired
100 percent of its target. As a consequence, the current
step acquisition model will be eliminated. Additionally, ASC 805
changes current practice, in part, as follows:
(1) contingent consideration arrangements will be fair
valued at the acquisition date and included on that basis in the
purchase price consideration; (2) transaction costs will be
expensed as incurred, rather than capitalized as part of the
purchase price; (3) pre-acquisition contingencies, such as
legal issues, will generally have to be accounted for in
purchase accounting at fair value; (4) in order to accrue
for a restructuring plan in purchase accounting, the
requirements in ASC 420, Exit or Disposal Cost
Obligations, would have to be met at the acquisition date;
and (5) in-process research and development charges will no
longer be recorded. With the adoption of ASC 805, goodwill is no
longer reduced when utilizing net operating loss carry forwards
for which a full valuation allowance exists. The adoption of ASC
805 was effective for our acquisition of Covergence in April
2009.
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
Market risk represents the risk of loss that may impact our
financial position due to adverse changes in financial market
prices and rates. Our market risk exposure is primarily a result
of fluctuations in foreign exchange rates and interest rates. We
do not hold or issue financial instruments for trading purposes.
Foreign
Currency Exchange Risk
To date, substantially all of our international customer
agreements have been denominated in U.S. dollars.
Accordingly, we have limited exposure to foreign currency
exchange rates and do not enter into foreign currency hedging
transactions. The functional currency of our international
operations in Europe and Asia is the U.S. dollar.
Accordingly, all operating assets and liabilities of these
international subsidiaries are re-measured into
U.S. dollars using the exchange rates in effect at the
balance sheet date. Revenue and expenses of these international
subsidiaries are re-measured into U.S. dollars at the
66
average rates in effect during the year. Any differences
resulting from the re-measurement of assets, liabilities and
operations of the European and Asian subsidiaries are recorded
within other income in the consolidated statements of income. If
the foreign currency exchange rates fluctuated by 10% as of
December 31, 2009, our foreign exchange exposure would have
fluctuated by less than $50,000.
Interest
Rate Risk
At December 31, 2009, we had unrestricted cash, cash
equivalents, short-term and long-term investments totaling
$175.0 million. These amounts were invested primarily in
high quality securities of a short duration and are not
materially affected by fluctuations in interest rates. The cash
and cash equivalents are held for working capital purposes. We
do not enter into investments for trading or speculative
purposes. Due to the short nature of our short-term investments
and low current market yields of our long-term investments, we
believe that we do not have any material exposure to changes in
the fair value of our investment portfolio as a result of
changes in interest rates. Declines in interest rates, however,
would reduce future interest income.
67
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
ACME
PACKET, INC.
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
74
|
|
68
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Acme Packet, Inc.
We have audited the accompanying consolidated balance sheets of
Acme Packet, Inc. as of December 31, 2009 and 2008, and the
related consolidated statements of income, stockholders
equity and comprehensive income, and cash flows for each of the
three years in the period ended December 31, 2009. These
financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Acme Packet, Inc. at December 31,
2009 and 2008, and the consolidated results of its operations
and its cash flows for each of the three years in the period
ended December 31, 2009, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), Acme
Packet, Inc.s internal control over financial reporting as
of December 31, 2009, based on criteria established in the
Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our
report dated March 9, 2010 expressed an unqualified opinion
thereon.
|
|
|
Boston, Massachusetts
|
|
/s/ Ernst & Young LLP
|
March 9, 2010
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
90,471
|
|
|
$
|
125,723
|
|
Short-term investments
|
|
|
39,990
|
|
|
|
|
|
Accounts receivable, net of allowance of $1,311 and $1,281,
respectively
|
|
|
25,604
|
|
|
|
26,163
|
|
Inventory
|
|
|
4,372
|
|
|
|
5,884
|
|
Deferred product costs
|
|
|
3,400
|
|
|
|
1,124
|
|
Deferred tax asset
|
|
|
1,567
|
|
|
|
1,262
|
|
Other current assets
|
|
|
2,710
|
|
|
|
1,362
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
168,114
|
|
|
|
161,518
|
|
Long-term investments
|
|
|
44,526
|
|
|
|
|
|
Property and equipment, net
|
|
|
6,437
|
|
|
|
5,485
|
|
Acquired intangible assets, net of accumulated amortization of
$706 at December 31, 2009
|
|
|
11,228
|
|
|
|
|
|
Restricted cash
|
|
|
755
|
|
|
|
333
|
|
Deferred tax asset, net
|
|
|
15,622
|
|
|
|
6,540
|
|
Other assets
|
|
|
44
|
|
|
|
134
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
246,726
|
|
|
$
|
174,010
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
3,895
|
|
|
$
|
3,364
|
|
Accrued expenses and other current liabilities
|
|
|
9,261
|
|
|
|
6,865
|
|
Deferred revenue, current portion
|
|
|
31,506
|
|
|
|
15,283
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
44,662
|
|
|
|
25,512
|
|
|
|
|
|
|
|
|
|
|
Deferred rent
|
|
|
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue, net of current portion
|
|
|
1,841
|
|
|
|
1,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Undesignated preferred stock, $0.001 par value:
|
|
|
|
|
|
|
|
|
Authorized5,000,000 shares; Issued and
outstanding0 shares
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value:
|
|
|
|
|
|
|
|
|
Authorized150,000,000 shares; Issued 65,459,593 and
61,446,077 shares, respectively
|
|
|
65
|
|
|
|
61
|
|
Additional paid-in capital
|
|
|
188,871
|
|
|
|
152,567
|
|
Treasury stock, at cost6,756,687 shares
|
|
|
(37,522
|
)
|
|
|
(37,522
|
)
|
Accumulated other comprehensive loss
|
|
|
(2
|
)
|
|
|
|
|
Retained earnings
|
|
|
48,811
|
|
|
|
31,705
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
200,223
|
|
|
|
146,811
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
246,726
|
|
|
$
|
174,010
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
$107,144
|
|
|
|
$91,277
|
|
|
|
$94,906
|
|
Maintenance, support and service
|
|
|
34,314
|
|
|
|
25,081
|
|
|
|
18,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
141,458
|
|
|
|
116,358
|
|
|
|
113,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
21,613
|
|
|
|
19,662
|
|
|
|
18,736
|
|
Maintenance, support and service
|
|
|
5,668
|
|
|
|
5,005
|
|
|
|
4,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
|
27,281
|
|
|
|
24,667
|
|
|
|
23,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
114,177
|
|
|
|
91,691
|
|
|
|
89,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
53,643
|
|
|
|
44,411
|
|
|
|
35,745
|
|
Research and development
|
|
|
28,198
|
|
|
|
23,046
|
|
|
|
20,812
|
|
General and administrative
|
|
|
12,305
|
|
|
|
10,026
|
|
|
|
8,850
|
|
Merger and integration-related costs
|
|
|
1,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
95,248
|
|
|
|
77,483
|
|
|
|
65,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
18,929
|
|
|
|
14,208
|
|
|
|
24,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
253
|
|
|
|
3,225
|
|
|
|
6,420
|
|
Gain on acquisition of business
|
|
|
4,293
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
(78
|
)
|
|
|
(246
|
)
|
|
|
(51
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income, net
|
|
|
4,468
|
|
|
|
2,979
|
|
|
|
6,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
23,397
|
|
|
|
17,187
|
|
|
|
30,901
|
|
Provision for income taxes
|
|
|
6,291
|
|
|
|
5,615
|
|
|
|
11,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$ 17,106
|
|
|
|
$11,572
|
|
|
|
$19,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share (Note 2):
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
$ 0.30
|
|
|
|
$ 0.20
|
|
|
|
$ 0.33
|
|
Diluted
|
|
|
$ 0.28
|
|
|
|
$ 0.18
|
|
|
|
$ 0.30
|
|
Weighted average number of common shares used in the calculation
of net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
57,077,639
|
|
|
|
58,463,410
|
|
|
|
59,385,082
|
|
Diluted
|
|
|
61,551,040
|
|
|
|
62,920,268
|
|
|
|
66,016,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts include stock-based compensation expense, as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenue
|
|
|
$ 501
|
|
|
|
$ 440
|
|
|
|
$ 267
|
|
Cost of maintenance, support and service revenue
|
|
|
570
|
|
|
|
408
|
|
|
|
294
|
|
Sales and marketing
|
|
|
4,706
|
|
|
|
3,686
|
|
|
|
2,377
|
|
Research and development
|
|
|
3,440
|
|
|
|
2,083
|
|
|
|
2,118
|
|
General and administrative
|
|
|
1,143
|
|
|
|
781
|
|
|
|
994
|
|
See accompanying notes.
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.001
|
|
|
Additional
|
|
|
Treasury Stock
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
|
|
|
Number of
|
|
|
Par
|
|
|
Paid-in
|
|
|
Number of
|
|
|
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Stockholders
|
|
|
Comprehensive
|
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Shares
|
|
|
Value
|
|
|
Earnings
|
|
|
Loss
|
|
|
Equity
|
|
|
Income
|
|
|
Balance at December 31, 2006
|
|
|
58,565,985
|
|
|
$
|
59
|
|
|
$
|
130,306
|
|
|
|
|
|
|
$
|
|
|
|
$
|
572
|
|
|
$
|
|
|
|
$
|
130,937
|
|
|
$
|
|
|
Issuance of common stock pursuant to the exercise of common
stock warrants
|
|
|
112,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase and retirement of common stock
|
|
|
(30,208
|
)
|
|
|
(1
|
)
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
Exercise of common stock options
|
|
|
1,781,424
|
|
|
|
2
|
|
|
|
1,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,741
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
6,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,050
|
|
|
|
|
|
Tax benefit related to exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
4,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,886
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,561
|
|
|
|
|
|
|
|
19,561
|
|
|
|
19,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
19,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
|
60,429,772
|
|
|
|
60
|
|
|
|
142,974
|
|
|
|
|
|
|
|
|
|
|
|
20,133
|
|
|
|
|
|
|
|
163,167
|
|
|
|
|
|
Repurchase of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,756,680
|
)
|
|
|
(37,522
|
)
|
|
|
|
|
|
|
|
|
|
|
(37,522
|
)
|
|
$
|
|
|
Repurchase and retirement of common stock
|
|
|
(1,458
|
)
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
Exercise of common stock options
|
|
|
1,017,763
|
|
|
|
1
|
|
|
|
758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
759
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
7,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,398
|
|
|
|
|
|
Tax benefit related to exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
1,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,438
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,572
|
|
|
|
|
|
|
|
11,572
|
|
|
|
11,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
61,446,077
|
|
|
|
61
|
|
|
|
152,567
|
|
|
|
(6,756,680
|
)
|
|
|
(37,522
|
)
|
|
|
31,705
|
|
|
|
|
|
|
|
146,811
|
|
|
|
|
|
Exercise of common stock options
|
|
|
1,096,799
|
|
|
|
1
|
|
|
|
1,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,997
|
|
|
$
|
|
|
Issuance of common stock pursuant to restricted
stock units
|
|
|
42,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock pursuant to merger agreement, net of
registration costs
|
|
|
2,874,383
|
|
|
|
3
|
|
|
|
22,187
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,190
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
10,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,360
|
|
|
|
|
|
Tax benefit related to exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
1,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,761
|
|
|
|
|
|
Loss on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(2
|
)
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,106
|
|
|
|
|
|
|
|
17,106
|
|
|
|
17,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
17,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
|
65,459,593
|
|
|
$
|
65
|
|
|
$
|
188,871
|
|
|
|
(6,756,687
|
)
|
|
$
|
(37,522
|
)
|
|
$
|
48,811
|
|
|
$
|
(2
|
)
|
|
$
|
200,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
17,106
|
|
|
$
|
11,572
|
|
|
$
|
19,561
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
4,671
|
|
|
|
5,043
|
|
|
|
4,976
|
|
Amortization of intangible assets
|
|
|
706
|
|
|
|
|
|
|
|
|
|
Gain on acquisition of business
|
|
|
(4,293
|
)
|
|
|
|
|
|
|
|
|
Impairment of property and equipment
|
|
|
94
|
|
|
|
857
|
|
|
|
|
|
Provision for bad debts
|
|
|
217
|
|
|
|
1,109
|
|
|
|
139
|
|
Amortization of premium/discount on investments
|
|
|
113
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
10,360
|
|
|
|
7,398
|
|
|
|
6,050
|
|
Deferred income taxes
|
|
|
(1,497
|
)
|
|
|
(3,222
|
)
|
|
|
192
|
|
Excess tax benefit related to exercise of stock options
|
|
|
(1,761
|
)
|
|
|
(1,438
|
)
|
|
|
(4,886
|
)
|
Change in operating assets and liabilities, net of acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
1,905
|
|
|
|
325
|
|
|
|
(14,017
|
)
|
Inventory
|
|
|
1,974
|
|
|
|
(1,224
|
)
|
|
|
1,427
|
|
Deferred product costs
|
|
|
(2,276
|
)
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
(375
|
)
|
|
|
613
|
|
|
|
45
|
|
Accounts payable
|
|
|
227
|
|
|
|
(1,295
|
)
|
|
|
(695
|
)
|
Accrued expenses, other current liabilities and deferred rent
|
|
|
2,664
|
|
|
|
(368
|
)
|
|
|
4,821
|
|
Deferred revenue
|
|
|
15,312
|
|
|
|
9,301
|
|
|
|
(1,210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
45,147
|
|
|
|
28,671
|
|
|
|
16,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(4,869
|
)
|
|
|
(4,042
|
)
|
|
|
(5,462
|
)
|
Purchase of marketable securities
|
|
|
(84,631
|
)
|
|
|
|
|
|
|
|
|
Cash received from acquisition, net
|
|
|
5,965
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in other assets
|
|
|
(622
|
)
|
|
|
|
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(84,157
|
)
|
|
|
(4,042
|
)
|
|
|
(5,316
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock
|
|
|
|
|
|
|
(37,523
|
)
|
|
|
(8
|
)
|
Proceeds from exercise of stock options
|
|
|
1,997
|
|
|
|
759
|
|
|
|
1,741
|
|
Tax benefit related to exercise of stock options
|
|
|
1,761
|
|
|
|
1,438
|
|
|
|
4,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
3,758
|
|
|
|
(35,326
|
)
|
|
|
6,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(35,252
|
)
|
|
|
(10,697
|
)
|
|
|
17,706
|
|
Cash and cash equivalents at beginning of year
|
|
|
125,723
|
|
|
|
136,420
|
|
|
|
118,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
90,471
|
|
|
$
|
125,723
|
|
|
$
|
136,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes, net
|
|
$
|
6,328
|
|
|
$
|
6,480
|
|
|
$
|
7,641
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow related to acquisition
(Note 3):
|
|
|
|
|
|
|
|
|
|
|
|
|
In connection with the acquisition of Covergence Inc. on
April 30, 2009, the following transactions occurred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of assets acquired
|
|
$
|
34,561
|
|
|
$
|
|
|
|
$
|
|
|
Liabilities assumed related to acquisition
|
|
|
(7,480
|
)
|
|
|
|
|
|
|
|
|
Gain on acquisition of business
|
|
|
(4,293
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase price
|
|
|
22,788
|
|
|
|
|
|
|
|
|
|
Less fair value of common stock issued
|
|
|
(22,190
|
)
|
|
|
|
|
|
|
|
|
Less cash and cash equivalents acquired
|
|
|
(6,563
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received from acquisition, net of cash paid
|
|
$
|
5,965
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
73
ACME
PACKET, INC.
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
Acme Packet, Inc., or the Company, was incorporated in the State
of Delaware on August 3, 2000. The Company provides session
border controllers, or SBCs, that enable service providers,
enterprises, government agencies and contact centers to deliver
secure and high quality interactive communicationsvoice,
video and other real-time multimedia sessionsacross
internet protocol network borders. The Company is headquartered
in Burlington, Massachusetts and has sales offices there, as
well as in Europe and Asia.
On April 30, 2009, the Company acquired Covergence Inc., or
Covergence, a privately held company located in Maynard,
Massachusetts, which provides software-based SBCs for the
delivery of voice over internet protocol, or VoIP telephone,
unified communications and service oriented architecture
applications, for approximately $22,788. See Note 3 for
further discussion on the acquisition of Covergence.
|
|
2.
|
Summary
of Significant Accounting Policies
|
The accompanying consolidated financial statements reflect the
application of certain significant accounting policies as
described below and elsewhere in these notes to the consolidated
financial statements.
Subsequent
Events
The Company has evaluated all subsequent events and determined
that there are no material recognized or unrecognized subsequent
events.
Principles
of Consolidation
The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All
intercompany accounts and transactions have been eliminated in
consolidation.
Managements
Estimates and Uncertainties
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States,
or U.S., requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
the disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue
and expenses during the reporting period.
Significant estimates and judgments relied upon by management in
preparing these financial statements include revenue
recognition, allowances for doubtful accounts, reserves for
excess and obsolete inventory, the expensing and capitalization
of research and development costs for software, intangible asset
valuations, amortization periods, expected future cash flows
used to evaluate the recoverability of long-live assets,
estimated fair values of long-lived assets used to assess
potential impairments related to intangible assets and goodwill,
stock-based compensation expense, warranty allowances, and the
recoverability of the Companys net deferred tax assets.
Although the Company regularly assesses these estimates, actual
results could differ materially from these estimates. Changes in
estimates are recorded in the period in which they become known.
The Company bases its estimates on historical experience and
various other assumptions that it believes to
74
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
be reasonable under the circumstances. Actual results may differ
from managements estimates if these results differ from
historical experience or other assumptions prove not to be
substantially accurate, even if such assumptions are reasonable
when made.
The Company is subject to a number of risks similar to those of
other companies of similar size in its industry, including, but
not limited to, rapid technological changes, competition from
substitute products and services from larger companies, limited
number of suppliers, customer concentration, government
regulations, management of international activities, protection
of proprietary rights, patent litigation, and dependence on key
individuals.
Prior
Year Financial Statement Reclassifications
Certain amounts totaling $1,902 and $1,882 in the consolidated
statements of income for the years ended December 31, 2008
and 2007, respectively, related to costs associated with the
Companys facilities located in Burlington, Massachusetts,
have been reclassified in order to conform to the current period
presentation. These amounts, which were previously included in
general and administrative expenses, have been allocated, in the
years ended December 31, 2008 and 2007, among cost of
revenue and operating expenses and consisted of $428 and $456,
respectively, to product cost of revenue, $296 and $315,
respectively, to cost of maintenance, support and service
revenue, $367 and $358, respectively, to sales and marketing
expense and $811 and $754, respectively, to research and
development expense. The Company believes that by allocating
these costs in this manner it provides a better representation
of the expenses associated with each of these activities.
Certain amounts totaling $1,124 in the consolidated balance
sheet for the year ended December 31, 2008, related to
costs associated with inventory delivered to customers for which
product revenue associated with the arrangement has been
deferred, have been reclassified from inventory to
deferred product cost to conform to the current
period presentation. The Company believes that by allocating
these assets in this manner it provides a better reflection of
the Companys inventory balances.
These reclassifications had no impact on the Companys
previously reported results of operations or cash flows for the
years ended December 31, 2008 or 2007.
Revenue
Recognition
The Company recognizes revenue in accordance with the accounting
standard addressing software revenue recognition, as the Company
has determined that the software element of its product is
more than incidental to its products as a whole.
Revenue is recognized when persuasive evidence of an arrangement
exists, delivery has occurred, the fee is fixed or determinable,
and collection of the related accounts receivable is deemed
probable. In making these judgments, management evaluates these
criteria as follows:
|
|
|
|
|
Persuasive evidence of an arrangement exists. The
Company considers a non-cancelable agreement signed by the
customer and the Company to be representative of persuasive
evidence of an arrangement.
|
|
|
|
Delivery has occurred. The Company considers
delivery to have occurred when product has been delivered to the
customer and no significant post-delivery obligations exist. In
instances where customer acceptance is required, delivery is
deemed to have occurred when customer acceptance
|
75
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
has been achieved. Certain of the Companys agreements
contain products that might not conform to published
specifications or contain a requirement to deliver additional
elements which are essential to the functionality of the
delivered elements. Revenue associated with these agreements is
recognized when the customer specifications have been met or
delivery of the additional elements has occurred.
|
|
|
|
|
Fees are fixed or determinable. The Company
considers the fee to be fixed or determinable unless the fee is
subject to refund or adjustment or is not payable within normal
payment terms. If the fee is subject to refund or adjustment,
the Company recognizes revenue when the right to a refund or
adjustment lapses. If offered payment terms exceed the
Companys normal terms, then revenue is recognized as the
amounts become due and payable or upon the receipt of cash.
|
|
|
|
Collection is deemed probable. The Company conducts
a credit review for all transactions at the inception of an
arrangement to determine the creditworthiness of the customer.
Collection is deemed probable if, based upon the Companys
evaluation, the Company expects that the customer will be able
to pay amounts under the arrangement as payments become due. If
the Company determines that collection is not probable, revenue
is deferred and recognized upon the receipt of cash.
|
A substantial amount of the Companys sales involve
multiple element arrangements, such as products, maintenance,
professional services, and training. When arrangements include
multiple elements, the Company allocates the total fee among the
various elements using the residual method. Under the residual
method, revenue is recognized when vendor specific objective
evidence, or VSOE, of fair value exists for all of the
undelivered elements of the arrangement, but does not exist for
one or more of the delivered elements of the arrangement. Each
arrangement requires the Company to analyze the individual
elements in the transaction and to estimate the fair-value of
each undelivered element, which typically represents maintenance
and services. Revenue is allocated to each of the undelivered
elements based on its respective fair value, with the fair value
determined by the price charged when that element is sold
separately. If VSOE of fair value for any undelivered element
does not exist, revenue from the entire arrangement is deferred
and recognized at the earlier of (a) delivery of those
elements for which VSOE of fair value does not exist or
(b) when VSOE is established. However, in instances where
maintenance services are the only undelivered element without
VSOE of fair value, the entire arrangement is recognized ratably
as a single unit of accounting over the contractual service
period.
Maintenance, support and service revenue include sales of
maintenance and other services, including professional services,
training, and reimbursable travel.
Maintenance and support services include telephone support,
return and repair services, and unspecified rights to product
upgrades and enhancements, and are recognized ratably over the
term of the service period, which is generally twelve months.
Maintenance and support revenue is generally deferred until the
related product has been accepted and all other revenue
recognition criteria have been met.
Professional services and training revenue is recognized as the
related service has been performed.
The Companys products and services are sold indirectly by
distribution partners and directly by the Companys sales
force. Revenue generated through arrangements with distribution
partners is
76
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
recognized when the above criteria are met and only when the
distribution partner has an order from an end-user customer. The
Company generally does not offer contractual rights of return,
stock balancing or price protection to its distribution
partners, and actual product returns from them have been
insignificant to date. As a result, the Company does not
maintain reserves for product returns and related allowances.
The Company classifies the reimbursement by customers of
shipping and handling costs as revenue and the associated cost
as cost of revenue. Reimbursed shipping and handling costs,
included in service revenue and costs of service revenue,
totaled approximately $41, $96 and $52 for the years ended
December 31, 2009, 2008 and 2007, respectively.
The Company included approximately $626, $441 and $641 of
out-of-pocket
expenses in service revenue and cost of service revenue in the
years ended December 31, 2009, 2008 and 2007, respectively.
Cash,
Cash Equivalents, Short-term and Long-term
Investments
Securities that the Company has the intent and ability to hold
to maturity are reported at amortized cost, which approximates
market value, and are classified as held to maturity. Securities
for which it is not the Companys intent to hold to
maturity are classified as either
available-for-sale
or trading securities.
Available-for-sale
securities are reported at fair value, with temporary unrealized
gains or losses excluded from earnings and reported in a
separate component of stockholders equity and other than
temporary losses included in earnings. Trading securities are
reported at fair value, with unrealized gains or losses included
in earnings. The Company considers all highly liquid investments
with original maturities of 90 days or less at the time of
purchase to be cash equivalents and investments with original
maturities of between 91 days and one year to be short-term
investments. Investments with original maturities in excess of
one year from the balance sheet date are classified as
long-term. All securities are classified as
held-to-maturity
or
available-for-sale
securities.
Cash, cash equivalents, short-term and long-term investments as
of December 31, 2009 and 2008 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
|
|
|
|
Contracted
|
|
Amortized
|
|
|
Fair Market
|
|
|
Balance Per
|
|
|
|
Maturity
|
|
Cost
|
|
|
Value
|
|
|
Balance Sheet
|
|
|
Cash
|
|
Demand
|
|
$
|
8,789
|
|
|
$
|
8,789
|
|
|
$
|
8,789
|
|
Money market funds
|
|
Demand
|
|
|
81,682
|
|
|
|
81,682
|
|
|
|
81,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents
|
|
|
|
$
|
90,471
|
|
|
$
|
90,471
|
|
|
$
|
90,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. agency
notesheld-to-maturity
|
|
42-346 days
|
|
$
|
35,007
|
|
|
$
|
35,028
|
|
|
$
|
35,007
|
|
U.S. agency
notesavailable-for-sale
|
|
263-346 days
|
|
|
4,985
|
|
|
|
4,983
|
|
|
|
4,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term marketable securities
|
|
|
|
$
|
39,992
|
|
|
$
|
40,011
|
|
|
$
|
39,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. agency
notesheld-to-maturity
|
|
375-435 days
|
|
$
|
44,526
|
|
|
$
|
44,385
|
|
|
$
|
44,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term marketable securities
|
|
|
|
$
|
44,526
|
|
|
$
|
44,385
|
|
|
$
|
44,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008
|
|
|
|
Contracted
|
|
|
Amortized
|
|
|
Fair Market
|
|
|
Balance Per
|
|
|
|
Maturity
|
|
|
Cost
|
|
|
Value
|
|
|
Balance Sheet
|
|
|
Cash
|
|
|
Demand
|
|
|
$
|
4,738
|
|
|
$
|
4,738
|
|
|
$
|
4,738
|
|
Money market funds
|
|
|
Demand
|
|
|
|
120,985
|
|
|
|
120,985
|
|
|
|
120,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents
|
|
|
|
|
|
$
|
125,723
|
|
|
$
|
125,723
|
|
|
$
|
125,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has had no realized gains or losses from the sale of
cash equivalents or short-term or long-term investments.
Fair
Value Measurements
Fair value is defined as an exit price, representing the price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants
based on the highest and best use of the asset or liability. As
such, fair value is a market-based measurement that should be
determined based on assumptions that market participants would
use in pricing an asset or liability. The Company uses valuation
techniques to measure fair value that maximize the use of
observable inputs and minimize the use of unobservable inputs.
These inputs are prioritized as follows:
|
|
|
|
|
Level 1: Observable inputs such as quoted prices for
identical assets or liabilities in active markets;
|
|
|
|
Level 2: Inputs, other than the quoted prices in
active markets, that are observable either directly or
indirectly such as quoted prices for similar assets or
liabilities or market corroborated inputs; and
|
|
|
|
Level 3: Unobservable inputs for which there is little
or no market data, which require the reporting entity to develop
its own assumptions about how market participants would price
the assets or liabilities.
|
The valuation techniques that may be used to measure fair value
are as follows:
|
|
|
|
|
Market approachUses prices and other relevant information
generated by market transactions involving identical or
comparable assets or liabilities;
|
|
|
|
Income approachUses valuation techniques to convert future
amounts to a single present amount based on current market
expectations about those future amounts, including present value
techniques, option pricing models and excess earnings
method; and
|
|
|
|
Cost approachBased on the amount that currently would be
required to replace the service capacity of an asset
(replacement cost).
|
78
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
The following table sets forth the Companys financial
instruments carried at fair value within the accounting standard
hierarchy and using the lowest level of input as of
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Items
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
$
|
81,682
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
81,682
|
|
Restricted cash
|
|
|
1,088
|
|
|
|
|
|
|
|
|
|
|
|
1,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash equivalents and restricted cash
|
|
|
82,770
|
|
|
|
|
|
|
|
|
|
|
|
82,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term U.S. agency notes
|
|
|
|
|
|
|
39,990
|
|
|
|
|
|
|
|
39,990
|
|
Long-term U.S. agency notes
|
|
|
|
|
|
|
44,526
|
|
|
|
|
|
|
|
44,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
|
|
|
|
84,516
|
|
|
|
|
|
|
|
84,516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
82,770
|
|
|
$
|
84,516
|
|
|
$
|
|
|
|
$
|
167,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gains and losses from sales of the Companys
investments are included in Other income and
unrealized gains and losses from
available-for-sale
securities are included as a separate component of equity, net
of tax, unless the loss is determined to be
other-than-temporary.
The Company measures eligible assets and liabilities at fair
value with changes in value recognized in earnings. Fair value
treatment may be elected either upon initial recognition of an
eligible asset or liability or, for an existing asset or
liability, if an event triggers a new basis of accounting. The
Company did not elect to remeasure any of its existing financial
assets or liabilities, and did not elect the fair value option
for any financial assets and liabilities transacted in the year
ended December 31, 2009.
Restricted
Cash
As of December 31, 2009 and 2008, the Company had
restricted cash in the amount of $1,088 and $333, respectively,
as collateral related to its facility leases. The Companys
restriction with respect to $250 expires in June 2010 for the
Burlington, Massachusetts leases, $235 expires in July 2011 for
the Madrid, Spain lease, and $603 expires in November 2016 for
the Bedford, Massachusetts lease.
Allowance
for Doubtful Accounts
The Company reduces gross trade accounts receivable by an
allowance for doubtful accounts. The allowance for doubtful
accounts is the Companys best estimate of the amount of
probable credit losses in the Companys existing accounts
receivable. The Company reviews its allowance for doubtful
accounts on a regular basis and all past due balances are
reviewed individually for collectability. Account balances are
charged off against the allowance after all means of collection
have been exhausted and the potential for recovery is considered
remote. Provisions for doubtful accounts are recorded in general
and administrative expenses.
79
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
Below is a summary of the changes in the Companys
allowance for doubtful accounts for the years ended
December 31, 2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
Balance at
|
|
|
Beginning of
|
|
|
|
|
|
End of
|
|
|
Period
|
|
Provision
|
|
Write-offs
|
|
Period
|
|
Year ended December 31, 2009
|
|
$
|
1,281
|
|
|
$
|
217
|
|
|
$
|
(187
|
)
|
|
$
|
1,311
|
|
Year ended December 31, 2008
|
|
|
574
|
|
|
|
1,109
|
|
|
|
(402
|
)
|
|
|
1,281
|
|
Year ended December 31, 2007
|
|
|
695
|
|
|
|
139
|
|
|
|
(260
|
)
|
|
|
574
|
|
Inventory
and Deferred Product Costs
Inventory is stated at the lower of cost, determined on a first
in, first out basis, or market, and consists primarily of
finished products.
The Company provides for inventory losses based on obsolescence
and levels in excess of forecasted demand. In these cases,
inventory is reduced to estimated realizable value based on
historical usage and expected demand. Inherent in the
Companys estimates of market value in determining
inventory valuation are estimates related to economic trends,
future demand for the Companys products, and technical
obsolescence of products.
When products have been delivered, but the product revenue
associated with the arrangement has been deferred as a result of
not meeting the revenue recognition criteria, the Company
includes the costs of the delivered items in deferred product
costs until recognition of the related revenue occurs.
Property
and Equipment
Property and equipment is stated at cost. Depreciation and
amortization is expensed using the straight-line method over the
estimated useful lives of the assets as follows:
|
|
|
Assets Classification
|
|
Estimated Useful Life
|
|
Computer hardware and software
|
|
3 years
|
Furniture and fixtures
|
|
3 years
|
Office and engineering equipment
|
|
3 years
|
Evaluation systems
|
|
2 years
|
Leasehold improvements
|
|
Shorter of assets useful life or
remaining life of the lease
|
Evaluation systems are carried at the lower of their depreciated
value or their net realizable value.
80
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
Property and equipment consists of the following:
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Computer hardware and software
|
|
$
|
6,441
|
|
|
$
|
5,220
|
|
Furniture and fixtures
|
|
|
1,560
|
|
|
|
1,529
|
|
Office and engineering equipment
|
|
|
8,687
|
|
|
|
6,919
|
|
Evaluation systems
|
|
|
4,485
|
|
|
|
5,159
|
|
Leasehold improvements
|
|
|
1,287
|
|
|
|
1,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,460
|
|
|
|
19,955
|
|
Less accumulated depreciation and amortization
|
|
|
(16,023
|
)
|
|
|
(14,470
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
6,437
|
|
|
$
|
5,485
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense was $4,671, $5,043 and
$4,976 for the years ended December 31, 2009, 2008 and
2007, respectively.
Expenditures for maintenance and repairs are charged to expense
as incurred, whereas major betterments are capitalized as
additions to property and equipment. The Company reviews its
property and equipment whenever events or changes in
circumstances indicate that the carrying value of certain assets
might not be recoverable. In these instances, the Company
recognizes an impairment loss when it is probable that the
estimated cash flows are less than the carrying value of the
asset.
During the year ended December 31, 2009 and 2008, the
Company recognized impairment losses on its evaluation systems
and certain pieces of its engineering equipment of $94 and $857,
respectively. No other impairment losses have been recorded to
date.
Financial
Instruments
Financial instruments consist of cash equivalents, short-term
and long-term investments, restricted cash and accounts
receivable. The estimated fair value of these financial
instruments approximates their carrying value due to the
short-term nature of these instruments.
Concentrations
of Credit Risk and Off-Balance-Sheet Risk
The Company has no significant off-balance-sheet risk such as
foreign exchange contracts, option contracts, or other
international hedging arrangements. Financial instruments that
potentially expose the Company to concentrations of credit risk
consist mainly of cash, cash equivalents, short-term and
long-term investments and accounts receivable. The Company
maintains its cash, cash equivalents, short-term and long-term
investments principally in accredited financial institutions of
high credit standing. The Company routinely assesses the credit
worthiness of its customers. The Company generally has not
experienced any material write-offs related to receivables from
individual customers or groups of customers. The Company does
not require collateral from its customers. Due to these factors,
no additional credit risk beyond amounts provided for collection
losses is believed by management to be probable in the
Companys accounts receivable.
81
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
The Company had certain customers whose revenue individually
represented 10% or more of the Companys total revenue, as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
Customer A
|
|
|
15
|
%
|
|
|
17
|
%
|
|
|
17
|
%
|
Customer B
|
|
|
14
|
|
|
|
15
|
|
|
|
15
|
|
Customer C
|
|
|
*
|
|
|
|
10
|
|
|
|
13
|
|
Customer D
|
|
|
*
|
|
|
|
*
|
|
|
|
11
|
|
|
|
|
* |
|
Less than 10% of total revenue. |
The Company had certain customers whose accounts receivable
balances individually represented 10% or more of the
Companys accounts receivable, as follows:
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
Customer A
|
|
|
16
|
%
|
|
|
20
|
%
|
Customer B
|
|
|
15
|
|
|
|
*
|
|
Customer C
|
|
|
*
|
|
|
|
25
|
|
Customer D
|
|
|
*
|
|
|
|
12
|
|
|
|
|
* |
|
Less than 10% of total accounts receivable. |
Product
Warranties
Substantially all of the Companys products are covered by
a standard warranty of ninety days for software and one year for
hardware. In the event of a failure of product or software
covered by this warranty, the Company must repair or replace the
software or product or, if those remedies are insufficient, and
at the discretion of the Company, provide a refund. The
Companys customers typically purchase maintenance and
support contracts, which encompass its warranty obligations. The
Companys warranty reserve reflects estimated material and
labor costs for potential or actual product issues in its
installed base that are not covered under maintenance contracts
but for which the Company expects to incur an obligation. The
Companys estimates of anticipated rates of warranty claims
and costs are primarily based on historical information and
future forecasts. The Company periodically assesses the adequacy
of the warranty allowance and adjusts the amount as necessary.
If the historical data used to calculate the adequacy of the
warranty allowance are not indicative of future requirements,
additional or reduced warranty reserves may be required.
82
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
The following is a summary of changes in the amount reserved for
warranty costs for the years ended December 31, 2009 and
2008:
|
|
|
|
|
Balance at December 31, 2007
|
|
$
|
268
|
|
Provision for warranty costs
|
|
|
282
|
|
Uses/reductions
|
|
|
(390
|
)
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
160
|
|
Provision for warranty costs
|
|
|
386
|
|
Uses/reductions
|
|
|
(406
|
)
|
|
|
|
|
|
Balance at December 31, 2009
|
|
$
|
140
|
|
|
|
|
|
|
Stock-Based
Compensation
At December 31, 2009, the Company had three stock-based
compensation plans, which are more fully described in
Note 7.
For stock options issued under the Companys stock-based
compensation plans, the fair value of each option grant is
estimated on the date of grant using the Black-Scholes pricing
model, and an estimated forfeiture rate is used when calculating
stock-based compensation expense for the period. For restricted
stock awards and units issued under the Companys
stock-based compensation plans, the fair value of each grant is
calculated based on the Companys stock price on the date
of grant and an estimated forfeiture rate when calculating
stock-based compensation expense for the period. The Company
recognizes the compensation cost of stock-based awards on a
straight-line basis over the vesting period of the award.
The benefits of tax deductions in excess of recognized
stock-based compensation are reported as a financing activity
rather than an operating activity in the statements of cash
flows. This requirement reduces net operating cash flows and
increases net financing cash flows in certain periods.
As there was no public market for its common stock prior to
October 13, 2006, the Company determined the volatility for
options granted in 2006 based on an analysis of reported data
for a peer group of companies that issued options with
substantially similar terms. The expected volatility of options
granted has been determined using an average of the historical
volatility measures of this peer group of companies as well as
the historical volatility of the Companys common stock
beginning in January 2007. The expected life of options has been
determined utilizing the simplified method as
prescribed by the SECs Staff Accounting
Bulletin No. 107, Share-Based Payment. The
risk-free interest rate is based on a treasury instrument whose
term is consistent with the expected life of the stock options.
The Company has not paid and does not anticipate paying cash
dividends on its common stock; therefore, the expected dividend
yield is assumed to be zero. In addition, as discussed above,
the Company utilizes an estimated forfeiture rate when
calculating the expense for the period.
The Company has applied estimated forfeiture rates derived from
an analysis of historical data of 7.91%, 8.27% and 7.00% for the
years ended December 31, 2009, 2008 and 2007, respectively,
in determining the expense recorded in the accompanying
consolidated statements of income. The weighted average fair
values of options granted were $3.22, $3.17 and $7.62 for the
years ended
83
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
December 31, 2009, 2008 and 2007, respectively. The
weighted average assumptions utilized to determine such values
are presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
Risk-free interest rate
|
|
|
2.01
|
%
|
|
|
3.05
|
%
|
|
|
4.56
|
%
|
Expected volatility
|
|
|
58.86
|
%
|
|
|
46.56
|
%
|
|
|
56.28
|
%
|
Expected life
|
|
|
4.74 years
|
|
|
|
4.76 years
|
|
|
|
5.41 years
|
|
Dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2008, the Company issued
179,000 restricted stock units, or RSUs, to certain of its
employees at a fair value of $7.51 per share pursuant to the
2006 Equity Incentive Plan. The RSUs granted contain either
time-based vesting or performance-based vesting criteria. Of the
time-based RSUs granted, 131,500 will vest in three equal
installments, commencing on February 12, 2009 and becoming
fully vested on February 12, 2011. The remaining 47,500 are
performance-based RSUs and would only have vested if certain
Company growth rates were met by December 31, 2009, as
determined by the Companys Board of Directors and the
recipient remains associated with the Company at the time such
determination is made. During the Board of Directors meeting in
January 2010, the Board concluded that Company growth rates had
not been achieved, and as such, the restricted stock units were
cancelled at that time. No compensation cost had been recognized
related to the performance-based RSUs as it was not probable
that the performance criteria would be met.
The Company recorded stock-based compensation expense of
$10,360, $7,398 and $6,050 for the years ended December 31,
2009, 2008 and 2007, respectively. As of December 31, 2009,
there was $19,788 of unrecognized stock-based compensation
expense related to stock-based awards that is expected to be
recognized over a weighted average period of 2.87 years.
See Note 7 for a summary of the stock option and restricted
stock unit activity under the Companys stock-based
compensation plans for the year ended December 31, 2009.
Research
and Development
Research and development expense includes costs incurred to
develop intellectual property and are charged to expense as
incurred. The costs for the development of new software and
substantial enhancements to existing software are expensed as
incurred until technological feasibility has been established,
at which time any additional costs would be capitalized. The
Company has determined that technological feasibility is
established at the time a working model of software is
completed. Because the Company believes its current process for
developing software will be essentially completed concurrently
with the establishment of technological feasibility, no costs
have been capitalized to date.
Comprehensive
Income
Comprehensive income is defined as the change in equity of a
business enterprise during a period from transactions, other
events and circumstances from non-owner sources. Comprehensive
income is disclosed in the accompanying consolidated statements
of stockholders equity, and represents the Companys
net income plus other comprehensive income (loss). Accumulated
other comprehensive loss
84
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
is presented separately on the balance sheet as required, and
relates to unrealized losses on its
available-for-sale
securities in 2009.
Net
Income Per Share
A reconciliation of the number of shares used in the calculation
of basic and diluted net income per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Weighted average number of shares of common stock outstanding
|
|
|
57,078,933
|
|
|
|
58,493,883
|
|
|
|
59,516,103
|
|
Less: Weighted average number of unvested restricted common
shares outstanding
|
|
|
(1,294
|
)
|
|
|
(30,473
|
)
|
|
|
(131,021
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in calculating
basic net income per common share
|
|
|
57,077,639
|
|
|
|
58,463,410
|
|
|
|
59,385,082
|
|
Weighted average number of common shares issuable upon exercise
of outstanding stock options, based on treasury stock method
|
|
|
4,349,025
|
|
|
|
4,408,953
|
|
|
|
6,471,886
|
|
Weighted average number of unvested restricted common shares
outstanding
|
|
|
1,182
|
|
|
|
30,473
|
|
|
|
127,251
|
|
Weighted average number of common shares issuable upon vesting
of outstanding restricted stock units
|
|
|
123,194
|
|
|
|
17,432
|
|
|
|
|
|
Weighted average number of common shares issuable upon exercise
of common stock warrants
|
|
|
|
|
|
|
|
|
|
|
32,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in computing
diluted net income per common share
|
|
|
61,551,040
|
|
|
|
62,920,268
|
|
|
|
66,016,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the computation of diluted weighted average number of common
shares outstanding, 4,930,265, 4,433,175 and 1,764,420 weighted
average common share equivalents underlying outstanding stock
options have been excluded from the computation as of
December 31, 2009, 2008 and 2007, respectively, as their
effect would have been antidilutive.
Impairment
of Long-Lived Assets
The Company reviews its long-lived assets and certain
identifiable intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of
the asset may not be recoverable. During this review, the
Company reevaluates the significant assumptions used in
determining the original cost and estimated lives of long-lived
assets. Although the assumptions may vary from asset to asset,
they generally include operating results, changes in the use of
the asset, cash flows and other indicators of value. Management
then determines whether the remaining useful life continues to
be appropriate or whether there has been an impairment of
long-lived assets. If impairment exists, the Company would
adjust the carrying value of the asset to fair value. Any
write-downs are treated as permanent reductions in the carrying
amount of the assets.
85
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
For the year ended December 31, 2007, the Company did not
identify any impairment of its long-lived assets. For the years
ended December 31, 2009 and 2008, the Company determined
that there had been impairment to certain of its evaluation
systems and certain pieces of its engineering equipment which
are included in property and equipment. Accordingly, the Company
recognized impairment losses of $94 and $857, respectively,
which were recorded in the accompanying consolidated statements
of income for the years ended December 31, 2009 and 2008.
Capitalized
Internal Use Software
The Company capitalizes certain costs incurred to purchase or
create internal use software. To date, such costs have included
external direct costs of materials and services incurred in the
implementation of internal use software and are included within
computer hardware and software. Once the capitalization criteria
have been met, such costs are classified as software and are
amortized on a straight-line basis over three years once the
software has been put into use. Subsequent additions,
modifications, or upgrades to internal use software are
capitalized only to the extent that they allow the software to
perform a task it previously did not perform. Software
maintenance and training costs are expensed in the period in
which they are incurred.
Foreign
Currency Exchange Risk
To date, substantially all of the Companys international
customer agreements have been denominated in U.S. dollars.
Accordingly, the Company has limited exposure to foreign
currency exchange rates and does not enter into foreign currency
hedging transactions. The functional currency of the
Companys international operations in Europe and Asia is
the U.S. dollar. Accordingly, all operating assets and
liabilities of these international subsidiaries are remeasured
into U.S. dollars using the exchange rates in effect at the
balance sheet date or historical rates, as appropriate. Revenue
and expenses of these international subsidiaries are remeasured
into U.S. dollars at the average rates in effect during the
period. Any differences resulting from the remeasurement of
assets, liabilities, and operations of the European and Asian
subsidiaries are recorded within other income (expense) in the
consolidated statements of income. During the years ended
December 31, 2009, 2008 and 2007, the Company recorded
foreign exchange losses of $78, $246, and $51, respectively, in
other income (expense).
Income
Taxes
The Company accounts for income taxes using the asset and
liability method for accounting and reporting for income taxes.
Under this method, deferred tax assets and liabilities are
recognized based on temporary differences between the financial
reporting and income tax basis of assets and liabilities using
statutory rates. In addition, the Company is required to record
a valuation allowance against net deferred tax assets if, based
upon the available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized.
On January 1, 2007, the Company adopted Accounting
Standards Codification (ASC) 740, Income Taxes, as it
applies to accounting for uncertainty in income taxes. The
Company had no material unrecognized tax benefits and no
adjustments to liabilities, retained earnings or operations have
been required.
86
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
Advertising
Expense
Advertising expense primarily includes promotional expenditures
and is expensed as incurred, as such efforts have not met the
direct response criteria required for capitalization. Amounts
incurred for advertising expense were not material for the years
ended December 31, 2009, 2008, and 2007.
Recent
Accounting Pronouncements
In February 2010, the Financial Accounting Standards Board, or
FASB, issued Accounting Standards Update, or ASU,
2010-09,
Subsequent Events (Topic 855), to remove the requirement
for SEC filers to disclose the date through which an entity has
evaluated subsequent events. This change removes potential
conflicts with current SEC guidance. ASU
2010-09 also
clarifies the intended scope of the reissuance disclosure
provisions. ASU
2010-09 is
effective upon issuance and had no impact on the Companys
consolidated financial position and results of operations.
In September 2009, the FASB ratified ASU
2009-13,
Revenue Arrangements with Multiple Deliverables, which
would modify the objective and reliable evidence of fair value
threshold as it relates to assigning value to specific
deliverables in a multiple element arrangement. This
authoritative guidance would allow the use of an estimated
selling price for undelivered elements for purposes of
separating elements included in multiple element arrangements
and allocating arrangement consideration when neither VSOE nor
acceptable third party evidence of the selling price of the
undelivered element are available. Additionally, the FASB
ratified ASU
2009-14,
Certain Revenue Arrangements that Include Software Elements,
which provides that tangible products containing software
components and non-software components that function together to
deliver the products essential functionality should be
considered non-software deliverables, and therefore, will no
longer be within the scope of the revenue recognition guidance.
Both FASB updates are required to be adopted in annual periods
beginning after June 15, 2010. The Company is currently
evaluating the effect that the adoption of both pieces of
authoritative guidance may have on the Companys
consolidated financial position and results of operations.
In June 2009, the FASB issued the ASC as the single source of
authoritative Unites States Generally Accepted Accounting
Principles, or U.S. GAAP, recognized by the FASB to be
applied by nongovernmental entities in preparation of financial
statements in conformity with U.S. GAAP. While the adoption
of the ASC as of September 30, 2009 changes how the Company
references accounting standards, the adoption did not have an
impact on the Companys financial position, results of
operations, cash flows, or accounting policies.
In May 2009, the FASB issued ASC 855, Subsequent Events
(ASC 855). ASC 855 establishes general standards of
accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or
are available to be issued. The adoption of ASC 855 had no
impact on the Companys financial condition or results of
operations.
In December 2007, the FASB issued ASC 805, Business
Combinations (ASC 805). ASC 805 is effective for fiscal
years beginning on or after December 15, 2008 and applies
to all business combinations. ASC 805 provides that, upon
initially obtaining control, an acquirer shall recognize
100 percent of the fair values of acquired assets,
including goodwill, and assumed liabilities, with only limited
exceptions, even if the acquirer has not acquired
100 percent of its target. As a consequence, the current
step acquisition model will be eliminated. Additionally, ASC 805
changes current practice, in part, as
87
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
2.
|
Summary
of Significant Accounting Policies (Continued)
|
follows: (1) contingent consideration arrangements will be
fair valued at the acquisition date and included on that basis
in the purchase price consideration; (2) transaction costs
will be expensed as incurred, rather than capitalized as part of
the purchase price; (3) pre-acquisition contingencies, such
as legal issues, will generally have to be accounted for in
purchase accounting at fair value; (4) in order to accrue
for a restructuring plan in purchase accounting, the
requirements in ASC 420, Exit or Disposal Cost
Obligations, would have to be met at the acquisition date;
and (5) in-process research and development charges will no
longer be recorded. With the adoption of ASC 805 goodwill is no
longer reduced when utilizing net operating loss carryforwards
for which a full valuation allowance exists. The adoption of ASC
805 was effective for the Companys acquisition of
Covergence in April 2009.
On April 30, 2009, the Company acquired Covergence, an
emerging, innovative provider of software-based session border
controllers for delivering VoIP/IP telephony, unified
communications and service-oriented architecture applications
within global 1000 enterprises. The aggregate purchase price was
$22,846, consisting of 2,874,383 shares of the
Companys common stock, valued at approximately $22,248,
$20 in cash payments to the stockholders of Covergence and the
payment of withholding taxes due for the former Chief Executive
Officer of Covergence, of approximately $578. The Company
incurred $58 of issuance costs associated with the registration
of the common stock issued, which has been recorded as a
reduction to the purchase price.
The transaction was accounted for under the acquisition method
of accounting. Accordingly, the results of operations of
Covergence have been included in the accompanying consolidated
financial statements since the date of acquisition. All of the
assets acquired and liabilities assumed in the transaction have
been recognized at their acquisition date fair values, which has
been finalized at December 31, 2009.
The Company assigns the value of the consideration transferred
to acquire a business to the tangible and identifiable
intangible assets acquired, and liabilities assumed on the basis
of their fair values at the date of acquisition. The Company is
using the excess earnings method to value the acquired
intangible assets related to developed technology and customer
relationships. This method is an income approach that identifies
the future cash flows specifically related to the individual
assets. The trademarks and patents were valued via a relief from
royalty method. This method identifies similar licensing
transactions for trademarks and patents and then applies those
rates to the acquired assets. Each asset is measured at fair
value from the perspective of a market participant. Transaction
costs and restructuring costs associated with the transaction
have been expensed as incurred.
88
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
3.
|
Business
Combination (Continued)
|
Purchase
Price
The acquisition date fair value of the consideration consisted
of the following:
|
|
|
|
|
|
|
|
|
Number of shares of the Companys common stock issued to
Covergence stockholders
|
|
|
2,874,383
|
|
|
|
|
|
Price per share(a)
|
|
$
|
7.74
|
|
|
$
|
22,248
|
|
|
|
|
|
|
|
|
|
|
Cash paid to Covergence stockholders
|
|
|
|
|
|
|
20
|
|
Cash paid for withholding taxes due(b)
|
|
|
|
|
|
|
578
|
|
|
|
|
|
|
|
|
|
|
Total consideration paid
|
|
|
|
|
|
|
22,846
|
|
Equity issuance costs(c)
|
|
|
|
|
|
|
(58
|
)
|
|
|
|
|
|
|
|
|
|
Total purchase price
|
|
|
|
|
|
$
|
22,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Represents the closing stock price of the Companys common
stock as reported on the NASDAQ Global Market on April 29,
2009, the date of the signing of the Merger Agreement. |
|
(b) |
|
Represents withholding taxes paid in lieu of additional shares
exchanged. |
|
(c) |
|
Represents costs incurred to register shares of common stock
issued to Covergence stockholders. |
Allocations
of Assets and Liabilities
For the purposes of the consolidated balance sheets, the Company
has allocated the purchase price for Covergence to the net
tangible and intangible assets, and the deferred tax assets and
liabilities. The following table summarizes the allocation of
the purchase price at the acquisition date:
|
|
|
|
|
|
|
Estimate of
|
|
|
|
Fair Value as
|
|
|
|
of April 30,
|
|
|
|
2009
|
|
|
Cash and cash equivalents
|
|
$
|
6,563
|
|
Other tangible assets
|
|
|
3,029
|
|
Intangible assets
|
|
|
9,317
|
|
In-process research and development
|
|
|
2,617
|
|
Deferred tax assets
|
|
|
13,035
|
|
Liabilities assumed
|
|
|
(2,335
|
)
|
Deferred tax liability
|
|
|
(5,145
|
)
|
|
|
|
|
|
Fair value of net assets acquired
|
|
|
27,081
|
|
Gain on acquisition of business
|
|
|
(4,293
|
)
|
|
|
|
|
|
Total purchase price
|
|
$
|
22,788
|
|
|
|
|
|
|
In performing the purchase price allocation, the Company
considered, among other factors, its intention for future use of
the acquired assets, analyses of historical financial
performance, and estimates of future cash flows from
Covergences products and services. The purchase price was
allocated based
89
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
3.
|
Business
Combination (Continued)
|
upon the fair value of the identified assets acquired and
liabilities assumed as of the acquisition date from a market
participants perspective. The allocation resulted in
acquired intangible assets of $11,934. The acquired intangible
assets consisted of developed technology, customer
relationships, trademarks and trade names, patents and patents
pending, and in-process research and development and were valued
using the discounted cash flows and relief from royalty
approaches. The developed technology, customer contracts, and
trademarks and trade names will be amortized over their useful
lives of approximately seven to thirteen years. The acquired
intangible assets are subject to review for impairment as
indicators of impairment develop and, otherwise, at least
annually. Acquired in-process research and development, or
IPR&D, was valued using the discounted cash flows approach.
IPR&D is carried at its initial fair value and will be
amortized to expense upon completion of development. If further
development becomes unfeasible or is abandoned, the carrying
value of the IPR&D will be expensed in the period it
occurs. Additionally, the Company assumed certain liabilities in
the acquisition, including deferred revenue to which a fair
value of $1,161 was ascribed using a cost-plus profit approach.
The deferred tax assets relate to the net operating losses and
other tax benefits acquired from Covergence as part of the
transaction. To the extent that the Company continues to realize
net income, the Company will be able to utilize all of these
assets.
The deferred tax liabilities primarily relate to the tax impact
of future amortization or impairments associated with the
identified intangible assets acquired, which are not deductible
for tax purposes.
As a result of the final purchase price allocation the Company
determined that the fair value of the net assets acquired,
primarily identifiable intangible assets and the deferred tax
assets, exceeded the fair value of the consideration
transferred. Consequently, the Company reassessed the
recognition and measurement of identifiable assets acquired and
liabilities assumed and concluded that all acquired assets and
assumed liabilities recognized and the valuation procedures and
resulting measures were appropriate. As a result, the Company
recognized a gain of $4,293. The gain is included in the line
item Gain on acquisition of business in the
consolidated statement of income for the year ended
December 31, 2009.
Merger
and Integration-Related Costs
The Company incurred $1,102 in expenses that are reflected as
merger and integration-related expenses in the consolidated
statement of income for the year ended December 31, 2009.
These costs include transaction expenses of $585 consisting of
various professional fees. In addition, the Company determined
that, as a result of the acquisition, there existed certain
redundancies in operations. As a result, the Company incurred
charges consisting of severance and related benefits of $517 to
decrease the Covergence headcount by twenty employees.
90
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
3.
|
Business
Combination (Continued)
|
Pro
Forma Financial Information (Unaudited)
The following table presents unaudited pro forma results of
operations as if the Company had acquired Covergence on
January 1, 2008:
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
Total revenue
|
|
$
|
148,281
|
|
|
$
|
124,232
|
|
Gross profit
|
|
|
118,981
|
|
|
|
95,894
|
|
Income from operations
|
|
|
18,207
|
|
|
|
860
|
|
Net income
|
|
$
|
16,586
|
|
|
$
|
2,245
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.29
|
|
|
$
|
0.04
|
|
Diluted
|
|
$
|
0.27
|
|
|
$
|
0.04
|
|
Intangible assets that have finite lives are amortized over
their useful lives and are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. During this review,
the Company reevaluates the significant assumptions used in
determining the original cost and estimated lives of long-lived
assets. Although the assumptions may vary from asset to asset,
they generally include operating results, changes in the use of
the asset, cash flows and other indicators of value. Management
then determines whether the remaining useful life continues to
be appropriate or whether there has been an impairment of
long-lived assets based primarily upon whether expected future
undiscounted cash flows are sufficient to support the
assets recovery. If impairment exists, the Company would
adjust the carrying value of the asset to fair value, generally
determined by a discounted cash flow analysis.
Finite-lived intangible assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
|
|
|
|
Estimated
|
|
|
Gross
|
|
|
|
|
|
|
Useful Life
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
(in years)
|
|
|
Value
|
|
|
Amortization
|
|
|
Developed technology
|
|
|
7.7
|
|
|
$
|
7,089
|
|
|
$
|
585
|
|
Patents
|
|
|
15.7
|
|
|
|
850
|
|
|
|
23
|
|
Customer relationships
|
|
|
9.7
|
|
|
|
798
|
|
|
|
55
|
|
Trademarks and trade names
|
|
|
14.7
|
|
|
|
461
|
|
|
|
13
|
|
Internal use software
|
|
|
3.0
|
|
|
|
119
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$
|
9,317
|
|
|
$
|
706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
4.
|
Intangible
Assets (Continued)
|
The estimated remaining amortization expense for each of the
five succeeding years and thereafter is as follows:
|
|
|
|
|
Year Ended December 31,
|
|
Amount
|
|
|
2010
|
|
$
|
1,736
|
|
2011
|
|
|
1,461
|
|
2012
|
|
|
1,404
|
|
2013
|
|
|
1,099
|
|
2014
|
|
|
930
|
|
2015 and thereafter
|
|
|
1,981
|
|
|
|
|
|
|
Total
|
|
$
|
8,611
|
|
|
|
|
|
|
In connection with the acquisition of Covergence, $2,617 of the
intangible assets acquired from Covergence relate to in-process
research and development assets. These in-process research and
development assets primarily represent ongoing development work
associated with enhancements to existing products, as well as
the development of next generation session border controllers
and session managers. The Company will periodically evaluate
these in-process research and development assets to determine if
any projects have been completed. If a project is completed, the
carrying value of the related intangible asset will be amortized
over the remaining estimated life of the asset beginning in the
period in which the project is completed. If a project becomes
impaired or is abandoned, the carrying value of the related
intangible asset will be written down to its fair value and an
impairment charge will be taken in the period in which the
impairment occurs. These intangible assets will be tested for
impairment on an annual basis, or earlier if impairment
indicators are present.
Based on an evaluation performed by the Company as of
December 31, 2009, the Company determined that the projects
were still in process and therefore, were not subject to
amortization as of the end of the year. Additionally, management
did not identify any impairments related to these projects which
would require the asset to be written down as of
December 31, 2009.
Income before the provision for income taxes consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Domestic
|
|
$
|
22,717
|
|
|
$
|
16,634
|
|
|
$
|
30,514
|
|
Foreign
|
|
|
680
|
|
|
|
553
|
|
|
|
387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,397
|
|
|
$
|
17,187
|
|
|
$
|
30,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
5.
|
Income
Taxes (Continued)
|
The provision for income taxes in the accompanying consolidated
financial statements consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Current provision:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
7,136
|
|
|
$
|
8,162
|
|
|
$
|
9,946
|
|
State
|
|
|
473
|
|
|
|
527
|
|
|
|
1,095
|
|
Foreign
|
|
|
179
|
|
|
|
148
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
|
|
|
7,788
|
|
|
|
8,837
|
|
|
|
11,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(1,183
|
)
|
|
|
(2,955
|
)
|
|
|
(204
|
)
|
State
|
|
|
(314
|
)
|
|
|
(267
|
)
|
|
|
396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred
|
|
|
(1,497
|
)
|
|
|
(3,222
|
)
|
|
|
192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision
|
|
$
|
6,291
|
|
|
$
|
5,615
|
|
|
$
|
11,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the U.S. federal statutory rate to the
Companys effective tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
U.S. federal statutory rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
State taxes, net
|
|
|
0.4
|
|
|
|
1.2
|
|
|
|
3.1
|
|
Permanent differences
|
|
|
1.4
|
|
|
|
3.1
|
|
|
|
0.6
|
|
Book gain on Covergence acquisition
|
|
|
(6.4
|
)
|
|
|
|
|
|
|
|
|
Research and development tax credits
|
|
|
(4.0
|
)
|
|
|
(4.7
|
)
|
|
|
(2.2
|
)
|
Other
|
|
|
0.5
|
|
|
|
(1.9
|
)
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
26.9
|
%
|
|
|
32.7
|
%
|
|
|
36.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company currently expects to realize recorded net deferred
tax assets as of December 31, 2009 of $17,189. The
Companys conclusion that these assets will be recovered is
based upon its expectation that current and future earnings will
provide sufficient taxable income to realize the recorded tax
asset. The realization of the Companys net deferred tax
assets cannot be assured, and to the extent that future taxable
income against which these tax assets may be applied is not
sufficient, some or all of the Companys recorded net
deferred tax assets would not be realizable. Approximately
$7,085 of the deferred tax asset recorded as of
December 31, 2009 is attributable to benefits associated
with stock-based compensation charges. In accordance with the
provision of ASC 718, CompensationStock
Compensation, related to stock-based compensation, no
valuation allowance has been recorded against this amount.
However, in the future, if the underlying amounts expire with an
intrinsic value less than the fair value of the awards on the
date of grant, some or all of the benefits may not be realizable.
As of December 31, 2009, all of the federal tax returns the
Company has filed for tax years 2006 through 2008 remain subject
to examination by tax authorities. Tax years 2006 through 2008
are subject to examination by the state taxing authority as of
December 31, 2009. The Company is currently under
93
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
5.
|
Income
Taxes (Continued)
|
examination by the Massachusetts Department of Revenue for the
tax years ended December 31, 2006 and December 31,
2007.
The approximate income tax effect of each type of temporary
difference and carryforward as of December 31, 2009 and
2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Stock-based compensation
|
|
$
|
7,085
|
|
|
$
|
3,943
|
|
Net operating loss and tax credit carryforwards
|
|
|
8,269
|
|
|
|
|
|
Basis difference in intangible assets
|
|
|
(4,154
|
)
|
|
|
|
|
Depreciation
|
|
|
315
|
|
|
|
1,371
|
|
Inventory and warranty reserves
|
|
|
1,414
|
|
|
|
1,312
|
|
Allowance for doubtful accounts
|
|
|
489
|
|
|
|
488
|
|
Accrued vacation expense
|
|
|
432
|
|
|
|
379
|
|
Sales tax reserve
|
|
|
61
|
|
|
|
38
|
|
Capital research and development
|
|
|
3,938
|
|
|
|
|
|
Other temporary differences
|
|
|
(660
|
)
|
|
|
271
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$
|
17,189
|
|
|
$
|
7,802
|
|
|
|
|
|
|
|
|
|
|
The Company is required to compute income tax expense in each
jurisdiction in which it operates. This process requires the
Company to project its current tax liability and estimate its
deferred tax assets and liabilities, including net operating
loss, or NOL, and tax credit carryforwards. In assessing the
need for a valuation allowance, the Company considered its
recent operating results, future taxable income projections and
feasible tax planning strategies.
As of December 31, 2009, the Company had state research and
development tax credits of $1,568 of which approximately $1,277
related to excess tax deductions has been excluded from the
above table. The benefit of these credits will be recognized as
an increase in additional paid in capital when it results in a
reduction in state taxable income. These state tax credits begin
to expire in 2021, and are subject to review and possible
adjustment by the taxing authorities. During 2009, the Company
utilized all of its U.S. federal research and development
tax credits.
The Companys current intention is to reinvest the total
amount of its unremitted earnings in the local international
jurisdiction or to repatriate the earnings only when tax
effective. As such, the Company has not provided for
U.S. taxes on the unremitted earnings of its international
subsidiaries.
Restricted
Stock
The Company has a Stock Restriction and Repurchase Agreement for
key employees and consultants to the Company. Under the terms of
the agreement, shares of common stock issued or sold to an
employee or consultant are subject to a vesting schedule
commencing on the date shares are distributed to the employee.
Vesting occurs periodically at specified time intervals and
specified percentages. All shares of common stock become fully
vested within four years of the date of distribution. Any
unvested
94
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
6.
|
Stockholders
Equity (Continued)
|
shares are subject to repurchase at the discretion of the
Company at the initial purchase price. A summary of the status
of the Companys unvested restricted shares of common stock
outstanding, as of December 31, 2009 and the changes during
the year then ended are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
Number of
|
|
|
Grant Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Unvested shares at December 31, 2008
|
|
|
4,593
|
|
|
$
|
0.68
|
|
Granted
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(4,593
|
)
|
|
|
0.68
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested shares at December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock Repurchase Program
In February 2008, the Board authorized the repurchase of up to
$20,000 of the Companys common stock over the subsequent
twelve month period. In August 2008, the Board expanded the
common stock repurchase program by authorizing the repurchase of
an additional $35,000 of the Companys common stock for an
aggregate of $55,000. The purchases of the Companys common
stock were executed periodically as market and business
conditions warranted on the open market, in negotiated or block
trades, or under a
Rule 10b5-1
plan, which permitted shares to be repurchased when the Company
might otherwise be precluded for doing so under insider trading
laws.
This common stock repurchase program did not obligate the
Company to repurchase any dollar amount, or number of shares of
common stock, and the program could have been suspended or
discontinued at any time. The common stock repurchase program
remained in effect through February 28, 2009. The Company
repurchased 6,756,680 shares of its common stock for an
aggregate purchase price, including applicable brokers
fees, of $37,522 during the year ended December 31, 2008.
The Company did not repurchase any additional shares of its
common stock subsequent to December 31, 2008.
|
|
7.
|
Equity
Incentive Plans
|
The Company has in effect the Acme Packet, Inc. 2000 Equity
Incentive Plan (the 2000 Plan) under which it may grant
incentive stock options, or ISOs, nonqualified stock options, or
NSOs, restricted stock, and stock grants to purchase up to
12,200,000 shares of common stock. Under the 2000 Plan,
ISOs may not be granted at less than fair market value on the
date of the grant and all options generally vest over a
four-year period and certain options are subject to accelerated
vesting based on certain future events. These options expire ten
years after the grant date. Effective upon the consummation of
the IPO in 2006, no further awards were made pursuant to the
2000 Plan, but any outstanding awards under the 2000 Plan remain
in effect and continue to be subject to the terms of the 2000
Plan.
The Company also has in effect the 2006 Equity Incentive Plan
(the 2006 plan), which allows the Company to grant ISOs, NSOs,
restricted stock, restricted stock units and stock grants to
employees, consultants, and directors of the Company. Under the
2006 Plan, stock options may not be granted at less than fair
market value on the date of grant, and all options generally
vest over a four year period. These options generally expire
seven years after the grant date. The Company initially reserved
for
95
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
7.
|
Equity
Incentive Plans (Continued)
|
issuance an aggregate of 3,000,000 shares of common stock
under the 2006 Plan plus an additional annual increase to be
added automatically on January 1 of each year, from 2006 and
until 2016, equal to the lesser of
(i) 3,000,000 shares of common stock or (ii) five
percent of the Companys outstanding equity on a fully
diluted basis as of the end of the immediately preceding year.
The Board may waive the annual increase, in whole or in part. In
November 2006 the Board waived the annual increase for 2007
pursuant to this provision. In both January 2009 and January
2008, the number of shares of common stock reserved for future
issuance under the 2006 Plan was increased by
3,000,000 shares pursuant to this provision. As of
December 31, 2009, 736,990 shares were available for
future issuance under the 2006 Plan.
Additionally, the Company has in effect the 2006 Director
Option Plan (the 2006 Director Plan), under which no
options may be granted to eligible directors at less than fair
market value on the date of grant, and all options vest over a
one year period from the grant date. These options expire ten
years after the grant date. The Company initially reserved for
issuance an aggregate of 300,000 shares of common stock
under the 2006 Director Plan plus an additional annual
increase to be added automatically on January 1 of each year of
75,000 shares of common stock. The Board may waive the
annual increase, in whole or in part. In November 2006 the Board
waived the annual increase for 2007 pursuant to this provision.
In both January 2009 and January 2008, the number of shares of
common stock reserved for future issuance under the
2006 Director Plan was increased by 75,000 shares
pursuant to this provision. As of December 31, 2009,
312,500 shares were available for future issuance under the
2006 Director Plan.
The following is a summary of the status of the Companys
stock options as of December 31, 2009 and the stock option
activity for all stock options plans during the year ended
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Number
|
|
|
Exercise Price
|
|
|
Exercise Price
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
of Shares
|
|
|
Per Share
|
|
|
Per Share
|
|
|
Life (Years)
|
|
|
Value(2)
|
|
|
Outstanding at December 31, 2008
|
|
|
10,080,342
|
|
|
$
|
0.20 - 18.36
|
|
|
$
|
5.85
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
4,703,817
|
|
|
|
4.35 - 10.30
|
|
|
|
6.37
|
|
|
|
|
|
|
|
|
|
Canceled
|
|
|
(1,450,665
|
)
|
|
|
0.85 - 18.36
|
|
|
|
14.09
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(1,096,799
|
)
|
|
|
0.20 - 9.75
|
|
|
|
1.82
|
|
|
|
|
|
|
$
|
9,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009
|
|
|
12,236,695
|
|
|
|
0.20 - 16.86
|
|
|
|
5.43
|
|
|
|
5.56
|
|
|
$
|
70,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2009
|
|
|
5,805,385
|
|
|
|
0.20 - 16.86
|
|
|
|
3.79
|
|
|
|
5.01
|
|
|
$
|
43,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at December 31, 2009(1)
|
|
|
11,116,393
|
|
|
|
0.20 - 16.86
|
|
|
|
5.27
|
|
|
|
5.51
|
|
|
$
|
65,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This represents the number of vested options as of
December 31, 2009 plus the number of unvested options
expected to vest as of December 31, 2009 based on the
unvested options outstanding at December 31, 2009, adjusted
for the estimated forfeiture rate. |
|
(2) |
|
The aggregate intrinsic value was calculated based on the
positive difference between the fair value of the Companys
common stock on December 31, 2009 of $11.00 or the date of
exercise, as appropriate, and the exercise price of the
underlying options. |
96
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
7.
|
Equity
Incentive Plans (Continued)
|
The Company has entered into Restricted Stock Unit Agreements
with certain of its employees. Under the terms of the agreement,
the Company grants restricted stock units, or RSUs, to its
employees pursuant to the 2006 Equity Incentive Plan. Vesting
occurs periodically at specified time intervals, ranging from
two to three years, and in specified percentages. Upon vesting,
the holder will receive one share of the Companys common
stock for each unit vested. A summary of the Companys
unvested RSUs outstanding at December 31, 2009 and the
changes during the twelve months then ended, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
Number
|
|
|
Grant Date Fair Value
|
|
|
|
of Shares
|
|
|
Per Share
|
|
|
Unvested at December 31, 2008
|
|
|
179,000
|
|
|
$
|
7.51
|
|
Granted
|
|
|
257,000
|
|
|
|
5.24
|
|
Vested
|
|
|
(45,182
|
)
|
|
|
7.38
|
|
Forfeited
|
|
|
(5,000
|
)
|
|
|
8.62
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2009
|
|
|
385,818
|
|
|
|
6.00
|
|
|
|
|
|
|
|
|
|
|
Tender
Offer
In July 2009, the Board of Directors approved an offer (the
Offer) to the Companys employees, excluding members of the
Companys board of directors and the Companys
Section 16 officers, to exchange option grants that had
(i) an exercise price greater than or equal to the higher
of (a) $11.42 and (b) a price at least 10% higher than
the closing price of the Companys common stock on the
expiration date of the Offer; (ii) were granted under the
Acme Packet, Inc. 2006 Plan; and (iii) were held by
eligible option holders. Eligible participants were all persons
who were employees (including employees on an expatriate
assignment) hired on or before 5:00 p.m., Eastern Daylight
Savings Time, on July 8, 2009 and who remained employees of
the Company through the date on which the new options were
granted, and included certain independent contractors who
continued to provide services to the Company through the date on
which the new options were granted. The Offer expired on
August 5, 2009, and upon the expiration, the Company
exchanged the tendered options that had exercise prices equal to
or greater than $11.42 per share for new options. The tendered
options that were exchanged for new options were cancelled on
the expiration date of the Offer. As a result, an aggregate of
1,222,500 options, with exercise prices ranging from $11.97 to
$18.36 per share, were cancelled and exchanged for 945,317
options with an exercise price per share of $8.98. The new
options began to vest on the new option grant date, whereby 25%
of the new options vesting on the first anniversary of the new
option dates, and the remainder vesting ratably on a quarterly
basis over the final three years of the vesting period.
On the date of the exchange, the estimated fair value of the new
options did not exceed the estimated fair value of the exchanged
stock options calculated immediately prior to the exchange. As
such, there was no incremental stock-based compensation expense
associated with the new options, and the Company did not record
additional compensation expense related to the exchange. The
Company will continue to recognize the remaining compensation
expense related to the exchanged options over the vesting period
of the new options.
97
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
8.
|
Commitments
and Contingencies
|
Operating
Leases
The Company conducts its operations in leased office facilities
under various operating leases that expire through 2016. Certain
of the Companys operating leases include escalating
payment amounts. In accordance with the accounting standard for
accounting for leases, the Company is recognizing the related
rent expense on a straight-line basis over the term of the
lease. As of December 31, 2009 and 2008, the Company has
deferred rent of approximately $96 and $265 respectively, of
which $96 and $170, respectively, is classified as a current
liability and included in accrued expenses and other
current liabilities in the accompanying consolidated
balance sheets. Total rent expense under these operating leases
was approximately $1,499, $1,185 and $1,115, for the years ended
December 31, 2009, 2008 and 2007, respectively.
On December 10, 2009 the Company entered into a lease dated
as of November 23, 2009 with MSCP Crosby, LLC to secure
office space for the Companys future corporate
headquarters at 100 Crosby Drive, Bedford, Massachusetts. The
commencement date for occupancy under the lease is June 1,
2010. The lease for the Companys current corporate
headquarters at 71 Third Ave., Burlington, Massachusetts expires
on June 30, 2010.
The lease for the Companys future corporate headquarters
provides for the rental of approximately 123,788 square
feet of space and has an initial term of six years and six
months. The Company can, subject to certain conditions, extend
this term for an additional period of five years. The Company is
not required to pay any rent for the first six months of the
initial lease term. Thereafter, the annual rent on the new lease
will be $2,414, or approximately $201 per month. The total base
rent payable in the initial lease term is $14,472.
In addition to base rent, the lease for the Companys
future corporate headquarters requires the Company to pay its
proportionate share of certain taxes and operating expenses, as
further set forth in the lease. The Company is receiving lease
incentives, including free rent for the first six months of
occupancy, which totals approximately $1,206, and allowances for
tenant improvements totaling approximately $3,199. The Company
will recognize the total base rent payable of $14,472 ratably
over the initial lease term of the lease which is
78 months. The allowances for tenant improvements will be
amortized on a straight-line basis over the initial lease term
as a reduction of rental expense.
In connection with the signing of the lease for the
Companys future headquarters, the Company has deposited
with the landlord an unconditional, irrevocable letter of credit
in the Landlords favor in the amount of approximately $603.
Future minimum lease payments under non-cancelable operating
leases at December 31, 2009 were as follows:
|
|
|
|
|
Year Ending December 31:
|
|
|
|
|
2010
|
|
$
|
957
|
|
2011
|
|
|
2,455
|
|
2012
|
|
|
2,414
|
|
2013
|
|
|
2,414
|
|
2014 and thereafter
|
|
|
7,040
|
|
|
|
|
|
|
Total minimum lease payments
|
|
$
|
15,280
|
|
|
|
|
|
|
98
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
8.
|
Commitments
and Contingencies (Continued)
|
Litigation
From time to time and in the ordinary course of business, the
Company may be subject to various claims, charges, and
litigation. At December 31, 2009 and 2008, the Company did
not have any pending claims, charges, or litigation that it
expects would have a material adverse effect on its consolidated
financial position, results of operations, or cash flows.
Other
Certain of the Companys arrangements with customers
include clauses whereby the Company may be subject to penalties
for failure to meet certain performance obligations. The Company
has not incurred any such penalties to date.
|
|
9.
|
Accrued
Expenses and Other Current Liabilities
|
Accrued expenses and other current liabilities consist of the
following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Accrued compensation and related benefits
|
|
$
|
6,080
|
|
|
$
|
4,302
|
|
Accrued sales and use taxes
|
|
|
1,183
|
|
|
|
490
|
|
Other accrued liabilities
|
|
|
1,998
|
|
|
|
2,073
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
9,261
|
|
|
$
|
6,865
|
|
|
|
|
|
|
|
|
|
|
Geographic
Data
Total revenue to unaffiliated customers by geographic area was
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
United States and Canada
|
|
$
|
76,216
|
|
|
$
|
59,512
|
|
|
$
|
53,748
|
|
International
|
|
|
65,242
|
|
|
|
56,846
|
|
|
|
59,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
141,458
|
|
|
$
|
116,358
|
|
|
$
|
113,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the years ended December 31, 2009, 2008 and 2007, no
one international country contributed more than 10% of the
Companys total revenue.
As of December 31, 2009 and 2008, property and equipment at
locations outside the U.S. was not material.
The Company maintains the Acme Packet, Inc. 401(k) Pension and
Profit Sharing Plan (the 401(k) Plan) under Section 401(k)
of the Internal Revenue Code covering all eligible employees.
Employees of the Company may participate in the 401(k) Plan
after reaching the age of 21. The Company may make discretionary
matching contributions and profit sharing contributions, as
determined annually by the
99
ACME
PACKET, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years
Ended December 31, 2009, 2008 and 2007
(in
thousands, except share and per share data)
|
|
11.
|
401(k)
Plan (Continued)
|
Board of Directors. Employee contributions vest immediately,
while Company matching contributions vest ratably over four
years. To date, the Company has not made any discretionary
contributions to the 401(k) Plan.
|
|
12.
|
Quarterly
Financial Data (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
Total revenue
|
|
$
|
30,987
|
|
|
$
|
32,861
|
|
|
$
|
36,347
|
|
|
$
|
41,263
|
|
Gross profit
|
|
|
24,832
|
|
|
|
26,784
|
|
|
|
29,396
|
|
|
|
33,165
|
|
Income from operations
|
|
|
4,199
|
|
|
|
2,708
|
|
|
|
5,169
|
|
|
|
6,853
|
|
Net income
|
|
$
|
2,758
|
|
|
$
|
1,693
|
|
|
$
|
3,580
|
|
|
$
|
9,075
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
0.16
|
|
Diluted
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
|
2008
|
|
2008
|
|
2008
|
|
2008
|
|
Total revenue
|
|
$
|
31,680
|
|
|
$
|
25,661
|
|
|
$
|
28,436
|
|
|
$
|
30,581
|
|
Gross profit
|
|
|
25,596
|
|
|
|
19,905
|
|
|
|
22,443
|
|
|
|
23,747
|
|
Income from operations
|
|
|
6,967
|
|
|
|
629
|
|
|
|
2,677
|
|
|
|
3,935
|
|
Net income
|
|
$
|
5,038
|
|
|
$
|
816
|
|
|
$
|
2,034
|
|
|
$
|
3,684
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.08
|
|
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
0.07
|
|
Diluted
|
|
$
|
0.08
|
|
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
100
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
None.
|
|
Item 9A.
|
Controls
and Procedures
|
|
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(1)
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Evaluation
of Disclosure Controls and Procedures.
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We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed in our
reports filed under the Securities Exchange Act of 1934, as
amended, (Exchange Act), is recorded, processed, summarized and
reported within the time periods specified in the SECs
rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive
Officer (our principal executive officer) and Chief Financial
Officer (our principal accounting and financial officer) as
appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls
and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired
control objectives, as ours are designed to do, and management
necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
We carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures,
as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective at a reasonable
assurance level in enabling us to record, process, summarize and
report information required to be included in our periodic SEC
filings as of December 31, 2009.
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(2)
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Managements
Annual Report on Internal Control over Financial
Reporting.
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Management is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal
control over financial reporting is defined in
Rule 13a-15(f)
and
Rule 15d-15(f)
promulgated under the Exchange Act as a process designed by, or
under the supervision of, our Chief Executive Officer (our
principal executive officer) and Chief Financial Officer (our
principal accounting and financial officer), and effected by our
board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles. Our internal control over financial
reporting includes those policies and procedures that:
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pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of our assets;
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provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that our receipts and expenditures are being made only in
accordance with authorizations of our management and our
directors; and
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provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on the financial
statements.
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Our internal control system was designed to provide reasonable
assurance to our management and board of directors regarding the
preparation and fair presentation of published financial
statements. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures
may deteriorate.
101
Our management assessed the effectiveness of the Companys
internal control over financial reporting as of
December 31, 2009. In making this assessment, we used the
criteria set forth in the Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Based on its assessment, our
management believes that, as of December 31, 2009, our
internal control over financial reporting is effective at a
reasonable assurance level based on these criteria.
Our independent registered public accounting firm,
Ernst & Young LLP, issued an attestation report on the
Companys internal control over financial reporting. See
Section (4) below.
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(3)
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Changes
in Internal Controls over Financial Reporting.
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During the quarter ended December 31, 2009, there were no
changes in our internal control over financial reporting that
materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
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(4)
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Report of
Independent Registered Public Accounting Firm
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Report of
Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
Acme Packet, Inc.
We have audited Acme Packet, Inc.s internal control over
financial reporting as of December 31, 2009, based on
criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). Acme Packet,
Inc.s management is responsible for maintaining effective
internal control over financial reporting, and for its
assessment of the effectiveness of internal control over
financial reporting included in the accompanying
Managements Annual Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion
on the Companys internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to
102
the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, Acme Packet, Inc. maintained, in all material
respects, effective internal control over financial reporting as
of December 31, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Acme Packet, Inc. as of
December 31, 2009 and 2008, and the related consolidated
statements of income, stockholders equity and
comprehensive income, and cash flows for each of the three years
in the period ended December 31, 2009 of Acme Packet, Inc.
and our report dated March 9, 2010 expressed an unqualified
opinion thereon.
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Boston, Massachusetts
March 9, 2010
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/s/ Ernst & Young LLP
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Item 9B.
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Other
Information
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None.
103
PART III
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Item 10.
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Directors,
Executive Officers, and Corporate Governance
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Incorporated by reference from the information in our proxy
statement for the 2010 Annual Meeting of Stockholders, which we
will file with the SEC within 120 days of the end of the
fiscal year to which this Annual Report on
Form 10-K
relates.
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Item 11.
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Executive
Compensation
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Incorporated by reference from the information in our proxy
statement for the 2010 Annual Meeting of Stockholders, which we
will file with the SEC within 120 days of the end of the
fiscal year to which this Annual Report on
Form 10-K
relates.
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Item 12.
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Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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Incorporated by reference from the information in our proxy
statement for the 2010 Annual Meeting of Stockholders, which we
will file with the SEC within 120 days of the end of the
fiscal year to which this Annual Report on
Form 10-K
relates.
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Item 13.
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Certain
Relationships and Related Transactions and Director
Independence
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Incorporated by reference from the information in our proxy
statement for the 2010 Annual Meeting of Stockholders, which we
will file with the SEC within 120 days of the end of the
fiscal year to which this Annual Report on
Form 10-K
relates.
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Item 14.
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Principal
Accounting Fees and Services
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Incorporated by reference from the information in our proxy
statement for the 2010 Annual Meeting of Stockholders, which we
will file with the SEC within 120 days of the end of the
fiscal year to which this Annual Report on
Form 10-K
relates.
104
PART IV
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Item 15.
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Exhibits,
Financial Statements and Schedules
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(a)(1) Financial Statements.
The response to this portion of Item 15 is set forth under
Item 8 above.
(a)(2) Financial Statement Schedules.
All schedules have been omitted because they are not required or
because the required information is given in the Consolidated
Financial Statements or Notes thereto set forth under
Item 8 above.
(a)(3) Exhibits.
EXHIBIT INDEX
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Exhibit No.
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Description
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2
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.1(6)
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Agreement and Plan of Merger dated as of April 29, 2009 by
and among Acme Packet, Inc., PAIC Midco Corp., CIAP Merger
Corp., Covergence Inc. and the stockholder representative named
therein
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3
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.1(1)
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Amended and Restated Certificate of Incorporation of the
Registrant
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3
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.2(2)
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Second Amended and Restated Bylaws of the Registrant
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4
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.1(1)
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Specimen certificate evidencing shares of common stock
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10
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.1(1)
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Northwest Park Lease, dated August 9, 2004, by and between
Seventy One Limited Liability Company and the Registrant
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10
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.2(1)
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Northwest Park Lease, dated July 10, 2006, by and between
the Registrant and MTP Limited Partnership
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10
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.3(1)
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Amended and Restated 2000 Equity Incentive Plan
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10
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.4(1)
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2006 Equity Incentive Plan
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10
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.5(5)
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Letter Agreement dated as of August 29, 2008 between the
Registrant and Peter J. Minihane
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10
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.6(1)
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Amended and Restated Registration Rights Agreement, dated
June 8, 2004, by and between the Registrant and the
shareholders named therein
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10
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.7(7)
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Lease, dated November 23, 2009, by and between MSCP Crosby,
LLC and the Registrant
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10
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.8(1)
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2006 Equity Incentive Plan of the Registrant
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10
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.9(1)
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2006 Director Option Plan of the Registrant
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10
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.10(1)
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2006 Director Option Plan of the Registrant
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10
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.11(8)
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Form of Incentive Stock Option Agreement for the 2006 Equity
Incentive Plan
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10
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.12(8)
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Form of Non-Statutory Stock Option Agreement for the 2006 Equity
Incentive Plan for employees and consultants
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10
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.13(8)
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Form of Non-Statutory Stock Option Agreement for the 2006 Equity
Incentive Plan for directors
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10
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.14(8)
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Form of Non-Statutory Stock Option Agreement for the
2006 Director Option Plan
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10
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.15(9)
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Form of Restricted Stock Unit Agreement for the 2006 Equity
Incentive Plan for Executive Officers
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10
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.16(9)
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Form of Restricted Stock Unit Agreement for the 2006 Equity
Incentive Plan for Employees
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10
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.17(10)
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Form of Non-Statutory Stock Option Agreement for the 2006 Equity
Incentive Plan for Executive Officers
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14
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.1(3)
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Code of Business Conduct and Ethics
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21
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.1
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Subsidiaries of the Registrant
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105
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Exhibit No.
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Description
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23
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.1
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Consent of Ernst & Young LLP, Independent Registered
Public Accounting Firm
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31
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.1
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Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act
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31
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.2
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Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act
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32
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.1
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Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
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(1) |
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Incorporated by reference to Registrants
Form S-1
Registration Statement (File
No. 333-134683) |
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(2) |
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Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed on December 11, 2007 (File
No. 001-33041) |
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(3) |
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Incorporated by reference to the Registrants Annual Report
on
Form 10-K
filed on March 15, 2007 (File
No. 001-33041) |
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(4) |
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Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed on February 7, 2008 (File
No. 001-33041) |
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(5) |
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Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed on September 3, 2008 (File
No. 001-33041) |
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(6) |
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Incorporated by reference to Exhibit 2.1 to the
Registrants Current Report on
Form 8-K
filed on April 30, 2009 (File
No. 001-33041) |
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(7) |
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Incorporated by reference to the Registrants Current
Report on
Form 8-K
filed on December 14, 2009 (File
No. 001-33041) |
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(8) |
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Incorporated by reference to the Registrants
Form S-8
Registration Statement (File No.
333-138541) |
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(9) |
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Incorporated by reference to the Registrants
Form S-8
Registration Statement (File No.
333-157944) |
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(10) |
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Incorporated by reference to the Registrants Current
Report of
Form 8-K
filed on February 3, 2010 (File
No. 001-33041) |
106
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Acme Packet, Inc.
(Registrant)
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Date: March 9, 2010
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By:
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/s/ Andrew D. Ory
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Andrew D. Ory
President and Chief Executive Officer
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Date: March 9, 2010
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By:
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/s/ Peter J. Minihane
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Peter J. Minihane
Chief Financial Officer and Treasurer
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Pursuant to the requirements of the Securities Act of 1934, this
report has been signed below by the following persons in the
capacities and dates indicated.
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Signature
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Title
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Date
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/s/ Andrew
D. Ory
Andrew
D. Ory
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President and Chief Executive Officer; Director (Principal
Executive Officer)
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March 9, 2010
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/s/ Peter
J. Minihane
Peter
J. Minihane
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Chief Financial Officer
(Principal Accounting and Financial Officer)
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March 9, 2010
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/s/ Gary
J. Bowen
Gary
J. Bowen
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Director
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March 9, 2010
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/s/ David
B. Elsbree
David
Elsbree
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Director
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March 9, 2010
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/s/ Robert
Hower
Robert
Hower
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Director
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March 9, 2010
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/s/ Patrick
J. MeLampy
Patrick
J. MeLampy
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Director
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March 9, 2010
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/s/ Robert
G. Ory
Robert
G. Ory
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Director
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March 9, 2010
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/s/ Michael
Thurk
Michael
Thurk
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Director
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March 9, 2010
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107