Item 15.
Exhibits and Financial Statement Schedules
|
|
|
|
|
|
|
(a)(1)
|
|
Financial Statements
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2017 and December 31, 2016
|
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015
|
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2017, 2016 and 2015
|
|
|
|
|
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
(a)(2)
Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts — The financial statement schedule for the years ended
December 31, 2017, 2016 and 2015
should be read in conjunction with the consolidated financial statements of Cray Inc. filed as part of this annual report on Form 10-K.
Schedules other than that listed above have been omitted since they are either not required, not applicable, or because the information required is included in the consolidated financial statements or the notes thereto.
(a)(3)
Exhibits
The Exhibits listed in the Exhibit Index are filed as part of this annual report on Form 10-K. Each management contract or compensatory plan or agreement listed on the Exhibit Index is identified by an asterisk.
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
Form
|
|
File No.
|
|
Filing
Date
|
|
Exhibit/
Annex
|
|
Filed
Herewith
|
2.1
|
|
|
|
8-K
|
|
000-26820
|
|
04/25/12
|
|
2.1
|
|
|
3.1
|
|
|
|
8-K
|
|
000-26820
|
|
06/08/06
|
|
3.3
|
|
|
3.2
|
|
|
|
8-K
|
|
000-26820
|
|
02/12/07
|
|
3.1
|
|
|
3.3
|
|
|
|
8-K
|
|
000-26820
|
|
04/19/12
|
|
3.1
|
|
|
3.4
|
|
|
|
8-K
|
|
000-26820
|
|
02/28/17
|
|
3.1
|
|
|
10.0*
|
|
|
|
S-8
|
|
333-57970
|
|
03/30/01
|
|
4.1
|
|
|
10.1*
|
|
|
|
S-8
|
|
333-57970
|
|
03/30/01
|
|
4.2
|
|
|
10.2*
|
|
|
|
10-K
|
|
000-26820
|
|
03/04/11
|
|
10.28
|
|
|
10.3*
|
|
|
|
DEF
14A
|
|
000-26820
|
|
03/31/03
|
|
A
|
|
|
10.4*
|
|
|
|
DEF
14A
|
|
000-26820
|
|
03/24/04
|
|
B
|
|
|
10.5*
|
|
|
|
DEF
14A
|
|
000-26820
|
|
04/28/06
|
|
B
|
|
|
10.6*
|
|
|
|
DEF
14A
|
|
000-26820
|
|
03/31/09
|
|
A
|
|
|
10.7*
|
|
|
|
DEF
14A
|
|
000-26820
|
|
04/24/13
|
|
A
|
|
|
10.8*
|
|
|
|
DEF 14A
|
|
000-26820
|
|
04/25/16
|
|
A
|
|
|
10.9*
|
|
|
|
10-K
|
|
000-26820
|
|
04/01/05
|
|
10.32
|
|
|
10.10*
|
|
|
|
10-K
|
|
000-26820
|
|
04/01/05
|
|
10.33
|
|
|
10.11*
|
|
|
|
10-K
|
|
000-26820
|
|
03/09/07
|
|
10.11
|
|
|
10.12*
|
|
|
|
8-K
|
|
000-26820
|
|
06/08/06
|
|
10.1
|
|
|
10.13*
|
|
|
|
8-K
|
|
000-26820
|
|
07/03/13
|
|
99.1
|
|
|
10.14*
|
|
|
|
8-K
|
|
000-26820
|
|
07/03/13
|
|
99.2
|
|
|
10.15*
|
|
|
|
8-K
|
|
000-26820
|
|
12/17/14
|
|
10.1
|
|
|
10.16*
|
|
|
|
8-K
|
|
000-26820
|
|
12/17/14
|
|
10.2
|
|
|
10.17*
|
|
|
|
8-K
|
|
000-26820
|
|
12/17/14
|
|
10.3
|
|
|
10.18*
|
|
|
|
8-K
|
|
000-26820
|
|
12/17/14
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
Form
|
|
File No.
|
|
Filing
Date
|
|
Exhibit/
Annex
|
|
Filed
Herewith
|
10.19*
|
|
|
|
8-K
|
|
000-26820
|
|
03/08/05
|
|
10.1
|
|
|
10.20*
|
|
|
|
10-Q
|
|
000-26820
|
|
11/09/05
|
|
10.1
|
|
|
10.21*
|
|
|
|
|
|
|
|
|
|
|
|
X
|
10.22*
|
|
|
|
10-Q
|
|
000-26820
|
|
05/02/17
|
|
10.2
|
|
|
10.23*
|
|
|
|
|
|
|
|
|
|
|
|
X
|
10.24*
|
|
|
|
10-Q
|
|
000-26820
|
|
04/29/14
|
|
10.2
|
|
|
10.25*
|
|
|
|
10-Q
|
|
000-26820
|
|
10/28/14
|
|
10.1
|
|
|
10.26*
|
|
|
|
8-K
|
|
000-26820
|
|
12/22/08
|
|
10.1
|
|
|
10.27*
|
|
|
|
10-K
|
|
000-26820
|
|
02/13/14
|
|
10.20
|
|
|
10.28*
|
|
|
|
8-K
|
|
000-26820
|
|
12/17/10
|
|
10.1
|
|
|
10.29*
|
|
|
|
10-Q
|
|
000-26820
|
|
04/29/14
|
|
10.3
|
|
|
10.30*
|
|
|
|
10-Q
|
|
000-26820
|
|
05/02/17
|
|
10.1
|
|
|
10.31*
|
|
|
|
8-K
|
|
000-26820
|
|
02/08/11
|
|
10.1
|
|
|
10.32
|
|
|
|
8-K
|
|
000-26820
|
|
04/27/16
|
|
10.10
|
|
|
10.33
|
|
|
|
8-K
|
|
000-26820
|
|
05/03/12
|
|
10.1
|
|
|
10.34
|
|
|
|
|
|
|
|
|
|
|
|
X
|
10.35
|
|
|
|
8-K
|
|
000-26820
|
|
01/11/16
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
Form
|
|
File No.
|
|
Filing
Date
|
|
Exhibit/
Annex
|
|
Filed
Herewith
|
21.1
|
|
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
|
|
|
|
|
|
|
|
|
|
X
|
32.1
|
|
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Management contract or compensatory plan or arrangement.
|
Excluded from this list of exhibits, pursuant to Paragraph (b)(4)(iii)(a) of Item 601 of Regulation S-K, may be one or more instruments defining the rights of holders of long-term debt of the Company. The Company hereby agrees that it will, upon request of the Securities and Exchange Commission, furnish to the Commission a copy of any such instrument.
Item 16.
Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of 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, in the City of Seattle, State of Washington, on
February 15, 2018
.
|
|
|
|
|
|
|
CRAY INC.
|
|
|
By
|
|
/s/ P
ETER
J. U
NGARO
|
|
|
Peter J. Ungaro
|
|
|
Chief Executive Officer and President
|
Each of the undersigned hereby constitutes and appoints Peter J. Ungaro, Brian C. Henry and Michael C. Piraino and each of them, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or advisable, to enable Cray Inc. to comply with the Securities Exchange Act of 1934 and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated on
February 15, 2018
.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
|
By /s/ P
ETER
J. U
NGARO
|
|
Chief Executive Officer, President and Director
|
Peter J. Ungaro
|
|
(Principal Executive Officer)
|
|
|
By /s/ B
RIAN
C. H
ENRY
|
|
Chief Financial Officer and Executive Vice President
|
Brian C. Henry
|
|
(Principal Financial Officer)
|
|
|
By /s/ C
HARLES
D. F
AIRCHILD
|
|
Chief Accounting Officer, Controller and Vice President
|
Charles D. Fairchild
|
|
(Principal Accounting Officer)
|
|
|
|
By /s/ P
RITHVIRAJ
B
ANERJEE
|
|
Director
|
Prithviraj Banerjee
|
|
|
|
|
|
By /s/ C
ATRIONA
M. F
ALLON
|
|
Director
|
Catriona M. Fallon
|
|
|
|
|
|
By /s/ S
TEPHEN
C. K
IELY
|
|
Director
|
Stephen C. Kiely
|
|
|
|
|
By /s/ S
ALLY
G. N
ARODICK
|
|
Director
|
Sally G. Narodick
|
|
|
|
|
By /s/ D
ANIEL
C. R
EGIS
|
|
Director
|
Daniel C. Regis
|
|
|
|
|
By /s/ M
AX
L. S
CHIRESON
|
|
Director
|
Max L. Schireson
|
|
|
|
|
|
By /s/ B
RIAN
V. T
URNER
|
|
Director
|
Brian V. Turner
|
|
|
CRAY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2017
|
|
December 31,
2016
|
ASSETS
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
137,326
|
|
|
$
|
222,962
|
|
Restricted cash
|
|
1,964
|
|
|
—
|
|
Short-term investments
|
|
6,997
|
|
|
—
|
|
Accounts and other receivables, net
|
|
162,034
|
|
|
197,941
|
|
Inventory
|
|
186,307
|
|
|
88,254
|
|
Prepaid expenses and other current assets
|
|
25,015
|
|
|
20,006
|
|
Total current assets
|
|
519,643
|
|
|
529,163
|
|
|
|
|
|
|
Long-term restricted cash
|
|
1,030
|
|
|
1,655
|
|
Long-term investment in sales-type lease, net
|
|
23,367
|
|
|
31,050
|
|
Property and equipment, net
|
|
36,623
|
|
|
30,620
|
|
Service spares, net
|
|
2,551
|
|
|
3,023
|
|
Goodwill
|
|
14,182
|
|
|
14,182
|
|
Intangible assets other than goodwill, net
|
|
4,345
|
|
|
1,637
|
|
Deferred tax assets, net
|
|
1,106
|
|
|
85,613
|
|
Other non-current assets
|
|
15,910
|
|
|
17,629
|
|
TOTAL ASSETS
|
|
$
|
618,757
|
|
|
$
|
714,572
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
Current liabilities:
|
|
|
|
|
Accounts payable
|
|
$
|
57,207
|
|
|
$
|
45,504
|
|
Accrued payroll and related expenses
|
|
18,546
|
|
|
17,199
|
|
Other accrued liabilities
|
|
9,471
|
|
|
10,303
|
|
Deferred revenue
|
|
80,119
|
|
|
83,129
|
|
Total current liabilities
|
|
165,343
|
|
|
156,135
|
|
|
|
|
|
|
Long-term deferred revenue
|
|
38,622
|
|
|
27,258
|
|
Other non-current liabilities
|
|
14,495
|
|
|
5,703
|
|
TOTAL LIABILITIES
|
|
218,460
|
|
|
189,096
|
|
Commitments and contingencies (Note 13)
|
|
|
|
|
Shareholders’ equity:
|
|
|
|
|
Preferred stock — Authorized and undesignated, 5,000,000 shares; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
Common stock and additional paid-in capital, par value $.01 per share — Authorized, 75,000,000 shares; issued and outstanding 40,464,963 and 40,757,458 shares, respectively
|
|
633,408
|
|
|
622,604
|
|
Accumulated other comprehensive income
|
|
915
|
|
|
2,782
|
|
Accumulated deficit
|
|
(234,026
|
)
|
|
(99,910
|
)
|
TOTAL SHAREHOLDERS’ EQUITY
|
|
400,297
|
|
|
525,476
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
618,757
|
|
|
$
|
714,572
|
|
The accompanying notes are an integral part of these consolidated financial statements
CRAY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
2017
|
|
2016
|
|
2015
|
Revenue:
|
|
|
|
|
|
|
Product
|
|
$
|
250,195
|
|
|
$
|
499,432
|
|
|
$
|
601,294
|
|
Service
|
|
142,314
|
|
|
130,377
|
|
|
123,395
|
|
Total revenue
|
|
392,509
|
|
|
629,809
|
|
|
724,689
|
|
Cost of revenue:
|
|
|
|
|
|
|
Cost of product revenue
|
|
188,830
|
|
|
332,016
|
|
|
426,821
|
|
Cost of service revenue
|
|
72,975
|
|
|
77,578
|
|
|
72,185
|
|
Total cost of revenue
|
|
261,805
|
|
|
409,594
|
|
|
499,006
|
|
Gross profit
|
|
130,704
|
|
|
220,215
|
|
|
225,683
|
|
Operating expenses:
|
|
|
|
|
|
|
Research and development, net
|
|
98,777
|
|
|
112,130
|
|
|
96,563
|
|
Sales and marketing
|
|
59,894
|
|
|
64,893
|
|
|
60,150
|
|
General and administrative
|
|
29,113
|
|
|
34,053
|
|
|
27,966
|
|
Restructuring
|
|
8,568
|
|
|
—
|
|
|
—
|
|
Total operating expenses
|
|
196,352
|
|
|
211,076
|
|
|
184,679
|
|
Income (loss) from operations
|
|
(65,648
|
)
|
|
9,139
|
|
|
41,004
|
|
|
|
|
|
|
|
|
Other income (expense), net
|
|
5,002
|
|
|
(1,365
|
)
|
|
365
|
|
Interest income, net
|
|
3,276
|
|
|
2,147
|
|
|
1,408
|
|
Gain on strategic transaction
|
|
4,480
|
|
|
—
|
|
|
—
|
|
Income (loss) before income taxes
|
|
(52,890
|
)
|
|
9,921
|
|
|
42,777
|
|
Income tax benefit (expense)
|
|
(80,939
|
)
|
|
694
|
|
|
(15,240
|
)
|
Net income (loss)
|
|
$
|
(133,829
|
)
|
|
$
|
10,615
|
|
|
$
|
27,537
|
|
|
|
|
|
|
|
|
Basic net income (loss) per common share
|
|
$
|
(3.33
|
)
|
|
$
|
0.27
|
|
|
$
|
0.70
|
|
Diluted net income (loss) per common share
|
|
$
|
(3.33
|
)
|
|
$
|
0.26
|
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
|
40,139
|
|
|
39,833
|
|
|
39,257
|
|
Diluted weighted average shares outstanding
|
|
40,139
|
|
|
41,012
|
|
|
40,691
|
|
The accompanying notes are an integral part of these consolidated financial statements
CRAY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
2017
|
|
2016
|
|
2015
|
Net income (loss)
|
|
$
|
(133,829
|
)
|
|
$
|
10,615
|
|
|
$
|
27,537
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
Unrealized gain (loss) on available-for-sale investments
|
|
(7
|
)
|
|
8
|
|
|
(20
|
)
|
Foreign currency translation adjustments
|
|
(490
|
)
|
|
426
|
|
|
(394
|
)
|
Unrealized gain (loss) on cash flow hedges
|
|
(1,457
|
)
|
|
8,030
|
|
|
5,251
|
|
Reclassification adjustments on cash flow hedges included in net income (loss)
|
|
87
|
|
|
(13,324
|
)
|
|
(3,698
|
)
|
Other comprehensive income (loss)
|
|
(1,867
|
)
|
|
(4,860
|
)
|
|
1,139
|
|
Comprehensive income (loss)
|
|
$
|
(135,696
|
)
|
|
$
|
5,755
|
|
|
$
|
28,676
|
|
The accompanying notes are an integral part of these consolidated financial statements
CRAY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
and Additional
Paid In Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Accumulated
Deficit
|
|
Total
|
|
|
Number
of Shares
|
|
Amount
|
|
BALANCE, December 31, 2014
|
|
40,822
|
|
|
$
|
598,390
|
|
|
$
|
6,503
|
|
|
$
|
(151,039
|
)
|
|
$
|
453,854
|
|
Issuance of shares under employee stock purchase plan
|
|
27
|
|
|
711
|
|
|
|
|
|
|
711
|
|
Exercise of stock options
|
|
229
|
|
|
2,289
|
|
|
|
|
|
|
2,289
|
|
Restricted shares issued for compensation, net of forfeitures and taxes
|
|
(384
|
)
|
|
(2,464
|
)
|
|
|
|
(1,909
|
)
|
|
(4,373
|
)
|
Share-based compensation
|
|
—
|
|
|
11,353
|
|
|
|
|
|
|
11,353
|
|
Other comprehensive income
|
|
|
|
|
|
1,139
|
|
|
|
|
1,139
|
|
Net income
|
|
|
|
|
|
|
|
27,537
|
|
|
27,537
|
|
BALANCE, December 31, 2015
|
|
40,694
|
|
|
$
|
610,279
|
|
|
$
|
7,642
|
|
|
$
|
(125,411
|
)
|
|
$
|
492,510
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares under employee stock purchase plan
|
|
27
|
|
|
718
|
|
|
|
|
|
|
718
|
|
Exercise of stock options
|
|
169
|
|
|
2,121
|
|
|
|
|
|
|
2,121
|
|
Restricted shares issued for compensation, net of forfeitures and taxes
|
|
(133
|
)
|
|
(1,665
|
)
|
|
|
|
(1,714
|
)
|
|
(3,379
|
)
|
Share-based compensation
|
|
—
|
|
|
11,151
|
|
|
|
|
|
|
11,151
|
|
Other comprehensive loss
|
|
|
|
|
|
(4,860
|
)
|
|
|
|
(4,860
|
)
|
Cumulative-effect adjustment resulting from adoption of ASU 2016-09 (Note 14)
|
|
|
|
|
|
|
|
16,600
|
|
|
16,600
|
|
Net income
|
|
|
|
|
|
|
|
10,615
|
|
|
10,615
|
|
BALANCE, December 31, 2016
|
|
40,757
|
|
|
$
|
622,604
|
|
|
$
|
2,782
|
|
|
$
|
(99,910
|
)
|
|
$
|
525,476
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares under employee stock purchase plan
|
|
20
|
|
|
365
|
|
|
|
|
|
|
365
|
|
Exercise of stock options
|
|
157
|
|
|
1,342
|
|
|
|
|
|
|
1,342
|
|
Restricted shares issued for compensation, net of forfeitures and taxes
|
|
(469
|
)
|
|
(1,752
|
)
|
|
|
|
(287
|
)
|
|
(2,039
|
)
|
Share-based compensation
|
|
—
|
|
|
10,849
|
|
|
|
|
|
|
10,849
|
|
Other comprehensive loss
|
|
|
|
|
|
(1,867
|
)
|
|
|
|
(1,867
|
)
|
Net loss
|
|
|
|
|
|
|
|
(133,829
|
)
|
|
(133,829
|
)
|
BALANCE, December 31, 2017
|
|
40,465
|
|
|
$
|
633,408
|
|
|
$
|
915
|
|
|
$
|
(234,026
|
)
|
|
$
|
400,297
|
|
The accompanying notes are an integral part of these consolidated financial statements
CRAY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
2017
|
|
2016
|
|
2015
|
Operating activities:
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(133,829
|
)
|
|
$
|
10,615
|
|
|
$
|
27,537
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
16,760
|
|
|
14,684
|
|
|
17,017
|
|
Share-based compensation expense
|
|
10,849
|
|
|
11,151
|
|
|
11,353
|
|
Deferred income taxes
|
|
81,468
|
|
|
(1,861
|
)
|
|
12,103
|
|
Gain on strategic transaction
|
|
(4,480
|
)
|
|
—
|
|
|
—
|
|
Gain on sale of equity investment
|
|
(3,349
|
)
|
|
—
|
|
|
—
|
|
Other
|
|
837
|
|
|
2,850
|
|
|
1,945
|
|
Cash provided (used) due to changes in operating assets and liabilities:
|
|
|
|
|
|
|
Accounts and other receivables
|
|
38,660
|
|
|
(78,396
|
)
|
|
36,665
|
|
Long-term investment in sales-type lease, net
|
|
10,129
|
|
|
(17,224
|
)
|
|
11,510
|
|
Inventory
|
|
(97,688
|
)
|
|
15,343
|
|
|
21,292
|
|
Prepaid expenses and other assets
|
|
(5,306
|
)
|
|
2,265
|
|
|
(3,972
|
)
|
Accounts payable
|
|
11,527
|
|
|
16,903
|
|
|
(19,849
|
)
|
Accrued payroll and related expenses and other accrued liabilities
|
|
7,572
|
|
|
(21,073
|
)
|
|
23,841
|
|
Deferred revenue
|
|
(6,491
|
)
|
|
(7,570
|
)
|
|
8,314
|
|
Net cash provided by (used in) operating activities
|
|
(73,341
|
)
|
|
(52,313
|
)
|
|
147,756
|
|
Investing activities:
|
|
|
|
|
|
|
Sales and maturities of available-for-sale investments
|
|
87,513
|
|
|
30,990
|
|
|
16,229
|
|
Purchases of available-for-sale investments
|
|
(94,902
|
)
|
|
(16,159
|
)
|
|
(14,991
|
)
|
Cash received in strategic transaction
|
|
8,000
|
|
|
—
|
|
|
—
|
|
Proceeds from sale of equity investment
|
|
4,481
|
|
|
—
|
|
|
—
|
|
Change in restricted cash
|
|
(1,288
|
)
|
|
1,670
|
|
|
13,445
|
|
Purchases of property and equipment
|
|
(17,467
|
)
|
|
(7,503
|
)
|
|
(7,467
|
)
|
Net cash provided by (used in) investing activities
|
|
(13,663
|
)
|
|
8,998
|
|
|
7,216
|
|
Financing activities:
|
|
|
|
|
|
|
Proceeds from issuance of common stock through employee stock purchase plan
|
|
365
|
|
|
718
|
|
|
711
|
|
Purchase of employee restricted shares to fund related statutory tax withholding
|
|
(2,039
|
)
|
|
(3,379
|
)
|
|
(4,373
|
)
|
Proceeds from exercise of options
|
|
1,342
|
|
|
2,121
|
|
|
2,289
|
|
Net cash used in financing activities
|
|
(332
|
)
|
|
(540
|
)
|
|
(1,373
|
)
|
Effect of foreign exchange rate changes on cash and cash equivalents
|
|
1,700
|
|
|
157
|
|
|
428
|
|
Net increase (decrease) in cash and cash equivalents
|
|
(85,636
|
)
|
|
(43,698
|
)
|
|
154,027
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
Beginning of period
|
|
222,962
|
|
|
266,660
|
|
|
112,633
|
|
End of period
|
|
$
|
137,326
|
|
|
$
|
222,962
|
|
|
$
|
266,660
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
14
|
|
|
$
|
31
|
|
|
$
|
4
|
|
Cash paid for income taxes
|
|
930
|
|
|
2,441
|
|
|
3,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
Inventory transfers to property and equipment and service spares
|
|
$
|
2,429
|
|
|
$
|
5,292
|
|
|
$
|
8,177
|
|
Strategic transaction:
|
|
|
|
|
|
|
Non-cash assets acquired:
|
|
|
|
|
|
|
Receivable from Seagate
|
|
$
|
1,782
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Inventory
|
|
4,120
|
|
|
—
|
|
|
—
|
|
Property and equipment
|
|
2,915
|
|
|
—
|
|
|
—
|
|
Intangible assets
|
|
3,350
|
|
|
—
|
|
|
—
|
|
Liabilities assumed:
|
|
|
|
|
|
|
Deferred revenue
|
|
$
|
12,168
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred tax liabilities
|
|
3,019
|
|
|
—
|
|
|
—
|
|
Other liabilities
|
|
500
|
|
|
—
|
|
|
—
|
|
The accompanying notes are an integral part of these consolidated financial statements
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF BUSINESS
Cray Inc. (Cray or the Company) designs, develops, manufactures, markets and services products primarily at the high-end of the high performance computing (HPC) and data analytics and artificial intelligence (AI) markets. These products include compute systems commonly known as supercomputers, and storage, data analytics and AI solutions leveraging more than four decades of delivering the world’s most advanced computing systems. The Company also provides related software, system maintenance and support and engineering services. The Company’s customers include domestic and foreign government and government-funded entities, academic institutions and commercial entities.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Principles
The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation. There has been no impact on previously reported net income (loss) or shareholders’ equity from such reclassifications.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less at the time of acquisition. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. As of
December 31, 2017 and 2016
, the Company had
$3.0 million
and
$1.7 million
, respectively, in restricted cash associated with certain letters of credit to secure customer prepayments and other customer related obligations.
Investments
The Company’s investments consist primarily of commercial paper, corporate debt, and other debt securities. Debt securities are classified as available-for-sale and are reported at fair value with unrealized gains and losses, net of applicable taxes, recorded in accumulated other comprehensive income, a component of shareholders’ equity. The realized gains and losses for available-for-sale securities are included in other income and expense in the Consolidated Statements of Operations. Realized gains and losses are calculated based on the specific identification method.
The Company monitors its investment portfolio for impairment on a periodic basis. When the carrying value of an investment in debt securities exceeds its fair value and the decline in value is determined to be an other-than-temporary decline, and when the Company does not intend to sell the debt security and it is not more likely than not that the Company will be required to sell the debt securities prior to recovery of its amortized cost basis, the Company records an impairment charge in the amount of the credit loss and the balance, if any, to other comprehensive income (loss).
Investments that mature between
three months
and
one year
from the purchase date are initially classified as short-term investments in the Consolidated Balance Sheet. Investments that mature beyond
one
year from the purchase date are initially classified as long-term investments in the Consolidated Balance Sheet.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Foreign Currency Derivatives
The Company uses foreign currency exchange contracts to hedge certain foreign currency exposures. Foreign currency exchange contracts are cash flow hedges of the Company’s foreign currency exposures on certain revenue contracts and are recorded at the contract’s fair value. Most of the Company’s foreign currency exchange contracts are designated as cash flow hedges for the purposes of hedge accounting treatment and any gains or losses on the effective portion of the foreign currency exchange contract is initially reported in “Accumulated other comprehensive income,” a component of shareholders’ equity, with a corresponding asset or liability recorded based on the fair value of the foreign currency exchange contract. When the hedged transaction is recognized, any unrecognized gains or losses on the hedged transaction are reclassified into results of operations in the same period. Any hedge ineffectiveness is recorded to operations in the current period. The Company measures hedge effectiveness by comparing changes in fair values of the foreign currency exchange contract and expected cash flows based on changes in the spot prices of the underlying currencies. Cash flows from foreign currency exchange contracts accounted for as cash flow hedges are classified in the same category as the cash flows from the items being hedged. Unrealized gains or losses related to foreign currency exchange contracts that are not designated as cash flow hedges for the purposes of hedge accounting treatment are recorded in other income (expense) in the Consolidated Statements of Operations and are generally offset by foreign currency adjustments on related receivables. The Company does not use derivative financial instruments for speculative purposes.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, available-for-sale investments, accounts receivable, short-term and long-term restricted cash and foreign currency exchange contracts.
The Company maintains cash and cash equivalents, available-for-sale securities and foreign currency exchange contracts with various financial institutions. As part of its risk management process, the Company performs periodic evaluations of the relative credit standing of the financial institutions. The Company has not sustained any credit losses from instruments held at financial institutions. The Company utilizes foreign currency exchange contracts to protect against the effects of foreign currency fluctuations. Such contracts involve the risk of non-performance by the counterparty, which could result in a material loss.
The Company currently derives a significant portion of its revenue from sales of products and services to the U.S. Government. See
Note 18 — Segment Information
for additional information. Given the type of customers, the Company does not believe its accounts receivable represent significant credit risk.
The Company currently has a long-term investment in a sales-type lease it entered into with one of its customers. See
Note 8 — Sales-type Lease
for additional information. Given the credit standing of the customer, the Company does not believe that this investment represents a significant credit risk.
Other Concentration
The Company obtains certain components from single-source suppliers due to technology, availability, price, quality or other considerations. The loss of a single-source supplier, the single-source supplier’s inability to deliver the required components or intellectual property due to natural disaster or other reasons, the deterioration of the relationship with a single-source supplier, or any unilateral modification of contract terms under which the Company is supplied components by a single-source supplier could have a significant adverse effect on the Company’s revenue and gross margins.
Accounts Receivable
Accounts receivable are stated at principal amounts and are primarily comprised of amounts contractually due from customers for products and services and amounts due from government research and development contracts. The Company provides an allowance for doubtful accounts based on an evaluation of customer past due account balances. In determining whether to record an allowance for a specific customer, the Company considers a number of factors, including prior payment history and financial information for the customer.
Fair Values of Financial Instruments
The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company’s financial instruments primarily consist of debt securities, time deposits, money market funds, and foreign currency derivatives. See
Note 4 — Fair Value Measurement
for a further discussion on fair value of financial instruments.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Inventories
Inventories are valued at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis (FIFO). The Company regularly evaluates the technological usefulness and anticipated future demand for various inventory components and the expected use of the inventory. When the Company determines it is not likely the cost of inventory items will be recovered through future sales, the Company writes-down the related inventory to its estimated net realizable value. Prior to the adoption of ASU 2015-11 at the beginning of the first quarter of 2017, inventories were valued at the lower of cost or market. The adoption of ASU 2015-11 did not have a material impact on the Company’s consolidated financial statements.
In connection with certain of its sales agreements, the Company may receive used equipment from a customer. This inventory generally will be recorded at no value based on the expectation that the Company will not be able to resell or otherwise use the equipment. In the event that the Company has a specific contractual plan for resale or there is an expected scrap value at the date the inventory is acquired, the inventory is recorded at its estimated fair value.
Property and Equipment and Intangible Assets, Net
Property and equipment are recorded at cost less accumulated depreciation and amortization. Additions and improvements are capitalized and maintenance and repairs are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, ranging from
eighteen months
to
seven years
for furniture and fixtures,
three years
for computer equipment, and
eight
to
twenty-five years
for buildings and land improvements. Leasehold improvements are depreciated over the life of the lease or asset, whichever is shorter.
The Company amortizes purchased intangible assets with finite lives using the straight-line method over the estimated economic lives of the assets, ranging from
two
to
ten years
.
Service Spares
Service spares are valued at the lower of cost or net realizable value and represent inventory used to support service and maintenance agreements with customers. As inventory is utilized, replaced items are returned to the Company and are either repaired or scrapped. Costs incurred to repair inventory to a usable state are charged to expense as incurred. Service spares are recorded at cost and amortized over the estimated service life of the related product platform (generally
four years
). Prior to the adoption of ASU 2015-11 at the beginning of the first quarter of 2017, service spares were valued at the lower of cost or market. The adoption of ASU 2015-11 did not have a material impact on the Company’s consolidated financial statements.
Impairment of Long-Lived Assets and Intangibles
The Company evaluates property, plant and equipment and intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flow expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, the carrying value of the asset is reduced to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values.
Goodwill
Goodwill is not amortized but is tested for impairment at least annually. The Company reviews goodwill for impairment annually and whenever events or changes in circumstances indicate that the fair value of a reporting unit may be less than its carrying amount (a triggering event). In the second quarter of 2017, the Company determined that declining revenues in recent years, coupled with the anticipated loss for 2017, should be construed as a triggering event for the purposes of impairment testing of goodwill in accordance with ASC 350. The Company performed a quantitative goodwill impairment test on June 30, 2017. Due to the proximity of the triggering event to the October 1 annual testing date, the Company has elected to change the date of its annual goodwill impairment test from the beginning of its fourth fiscal quarter to the beginning of its second fiscal quarter. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test described in ASC Topic 350. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative goodwill impairment test is unnecessary and goodwill is considered to be unimpaired. However, if based on the qualitative assessment the Company concludes that it is more
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed with performing the quantitative goodwill impairment test.
In performing the quantitative goodwill impairment test, the Company determines the fair value of each reporting unit and compares it to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of a reporting unit exceeds its fair value, the Company records an impairment loss equal to the difference.
The Company performed a quantitative goodwill impairment test during the second fiscal quarter of
2017
and concluded that the fair values of its reporting units were greater than their carrying amounts.
Business Combinations
The Company accounts for business combinations using the purchase method of accounting and allocates the purchase price to the tangible and intangible assets acquired and the liabilities assumed based upon their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. If the fair value of the net assets acquired exceeds the purchase price the Company records a bargain purchase gain. The Company uses estimates and assumptions to value assets acquired and liabilities assumed at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, any refinements made to the fair value of the assets and liabilities assumed are recorded in the period in which the adjustments are recognized.
The fair values of intangible assets acquired are estimated using a discounted cash flow approach with Level 3 inputs. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company uses risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflects market participant assumptions.
Revenue Recognition
The Company recognizes revenue, including transactions under sales-type leases, when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable, and collectibility is reasonably assured. Delivery does not occur until the products have been shipped or services provided to the customer, risk of loss has transferred to the customer, and, where applicable, a customer acceptance has been obtained. The sales price is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the Consolidated Statements of Operations net of any sales, use, value added or certain excise taxes imposed by governmental authorities on specific sales transactions. In addition to the aforementioned general policy, the following are the Company’s statements of policy with regard to multiple-element arrangements and specific revenue recognition policies for each major category of revenue.
Multiple-Element Arrangements.
The Company commonly enters into revenue arrangements that include multiple deliverables of its product and service offerings due to the needs of its customers. Products may be delivered in phases over time periods which can be as long as
five years
. Maintenance services generally begin upon acceptance of the first equipment delivery and future deliveries of equipment generally have an associated maintenance period. The Company considers the maintenance period to commence upon acceptance of the product or installation in situations where a formal acceptance is not required, which may include a warranty period and accordingly allocates a portion of the arrangement consideration as a separate deliverable which is recognized as service revenue over the entire service period. Other services such as training and engineering services can be delivered as a discrete delivery or over the term of the contract. A multiple-element arrangement is separated into more than one unit of accounting if the following criteria are met:
|
|
•
|
The delivered item(s) has value to the customer on a standalone basis; and
|
|
|
•
|
If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company.
|
If these criteria are met for each element, the arrangement consideration is allocated to the separate units of accounting based on each unit’s relative selling price. If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being recognized ratably over the contract term or being deferred until the earlier of when such criteria are met or when the last undelivered element is delivered.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company follows a selling price hierarchy in determining the best estimate of the selling price of each deliverable. Certain products and services are sold separately in standalone arrangements for which the Company is sometimes able to determine vendor specific objective evidence (VSOE). The Company determines VSOE based on normal pricing and discounting practices for the product or service when sold separately.
When the Company is not able to establish VSOE for all deliverables in an arrangement with multiple elements, the Company attempts to establish the selling price of each remaining element based on third-party evidence (TPE). The Company’s inability to establish VSOE is often due to a relatively small sample of customer contracts that differ in system size and contract terms which can be due to infrequently selling each element separately, not pricing products within a narrow range, or only having a limited sales history, such as in the case of certain advanced and emerging technologies. TPE is determined based on the Company’s prices or competitor prices for similar deliverables when sold separately. However, the Company is often unable to determine TPE, as the Company’s offerings usually contain a significant level of customization and differentiation from those of competitors and the Company is often unable to reliably determine what similar competitor products’ selling prices are on a standalone basis.
When the Company is unable to establish selling price using VSOE or TPE, the Company uses estimated selling price (ESP) in its allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would transact a sale if the product or service were sold on a standalone basis. In determining ESP, the Company uses the cost to provide the product or service plus a margin, or considers other factors. When using cost plus a margin, the Company considers the total cost of the product or service, including customer-specific and geographic factors. The Company also considers the historical margins of the product or service on previous contracts and several factors including any changes to pricing methodologies, competitiveness of products and services and cost drivers that would cause future margins to differ from historical margins.
Products
. The Company most often recognizes revenue from sales of products upon customer acceptance of the system. Where formal acceptance is not required, the Company recognizes revenue upon delivery or installation. When the product is part of a multiple element arrangement, the Company allocates a portion of the arrangement consideration to product revenue based on estimates of selling price.
Services
. Maintenance services are provided under separate maintenance contracts with customers. These contracts generally provide for maintenance services for
one year
, although some are for multi-year periods, often with prepayments for the term of the contract. The Company considers the maintenance period to commence upon acceptance of the product, or installation of the product where a formal acceptance is not required, which may include a warranty period. When service is part of a multiple element arrangement, the Company allocates a portion of the arrangement consideration to maintenance service revenue based on estimates of selling price. Maintenance contracts that are billed in advance of revenue recognition are recorded as deferred revenue. Maintenance revenue is recognized ratably over the term of the maintenance contract.
Revenue from engineering services is recognized as services are performed.
Project Revenue
. Revenue from design and build contracts is recognized under the percentage-of-completion (POC) method. Under the POC method, revenue is recognized based on the costs incurred to date as a percentage of the total estimated costs to fulfill the contract. If circumstances arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are recorded in income in the period in which the circumstances that gave rise to the revision become known by management. The Company performs ongoing profitability analyses of its contracts accounted for under the POC method in order to determine whether the latest estimates of revenue, costs and extent of progress require updating. If at any time these estimates indicate that the contract will be unprofitable, the entire estimated loss for the remainder of the contract is recorded immediately.
The Company records revenue from certain research and development contracts which include milestones using the milestone method if the milestones are determined to be substantive. A milestone is considered to be substantive if management believes there is substantive uncertainty that it will be achieved and the milestone consideration meets all of the following criteria:
|
|
•
|
It is commensurate with either of the following:
|
|
|
•
|
The Company’s performance to achieve the milestone; or
|
|
|
•
|
The enhancement of value of the delivered item or items as a result of a specific outcome resulting from the Company’s performance to achieve the milestone.
|
|
|
•
|
It relates solely to past performance.
|
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
•
|
It is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement.
|
The individual milestones are determined to be substantive or non-substantive in their entirety and milestone consideration is not bifurcated.
Revenue from projects is classified as Product Revenue or Service Revenue, based on the nature of the work performed.
Nonmonetary Transactions
. The Company values and records nonmonetary transactions at the fair value of the asset surrendered unless the fair value of the asset received is more clearly evident, in which case the fair value of the asset received is used.
Sales-type leases
When the Company leases a system to a customer, the accounting involves specific determinations, which often involve complex provisions and significant judgments. The four criteria of the accounting standard that the Company uses in the determination of whether a lease is a sales-type lease or an operating lease are: (a) a review of the lease term to determine if it is equal to or greater than 75% of the economic life of the system; (b) a review of the minimum lease payments to determine if they are equal to or greater than 90% of the fair value of the system; (c) a determination of whether or not the lease transfers ownership to the lessee at the end of the lease term; and (d) a determination of whether or not the lease contains a bargain purchase option. If the lease transaction meets one of the four criteria, then it is recorded as a sales-type lease; otherwise it is an operating lease. Additionally, the Company assesses whether collectibility of the lease payments is reasonably assured and whether there are any significant uncertainties related to costs that it has yet to incur with respect to the lease.
The Company considers the economic lives of most of its products to range from
three
to
four
years. There is no significant after-market for the Company’s used products and the Company believes that the economic lives are representative of the periods during which its products are expected to be economically usable, with normal service, for the purposes for which they were intended. Residual values are not significant.
The discount rate implicit in the sales-type lease is used to calculate the present value of minimum lease payments, which the Company records as a lease receivable. The minimum lease payment consists of the gross lease payments net of executory costs and contingencies, if any. While revenue is recognized at inception of the lease, the cash flow from the sales-type lease occurs over the course of the lease, which results in interest income. Unearned interest income is recorded at inception of the lease and amortized over the lease term using the effective interest method.
Foreign Currency Translation
The Company uses the U.S. dollar predominantly as its functional currency. Assets and liabilities of foreign subsidiaries that have a functional currency denominated in non-U.S. dollars are translated into U.S. dollars at year-end exchange rates, and revenue and expenses of these foreign subsidiaries are translated at average rates prevailing during the year. Translation adjustments are included in “Accumulated other comprehensive income,” a separate component of shareholders’ equity. Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Other income (expense), net” in the accompanying Consolidated Statements of Operations. Net transaction gains were
$1.7 million
and
$1.6 million
for
2017
and
2015
, respectively. Net transaction losses were
$1.0 million
for
2016
.
Research and Development
Research and development expenses include costs incurred in the development and production of hardware and software, costs incurred to enhance and support existing product features, costs incurred to support and improve development processes, and costs related to future product development. Research and development costs are expensed as incurred, and may be offset by co-funding from third parties. The Company may also enter into arrangements whereby it makes advance, non-refundable payments to a vendor to perform certain research and development services. These payments are deferred and recognized over the vendor’s estimated performance period.
Amounts to be received under co-funding arrangements with the U.S. government or others are based on either contractual milestones or costs incurred. These co-funding milestone payments are recognized in operations as performance is estimated to be completed and are measured as milestone achievements occur or as costs are incurred. These estimates are reviewed on a periodic basis and are subject to change, including in the near term. If an estimate is changed, net research and development expense could be impacted significantly.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company does not record a receivable from the U.S. government prior to completing the requirements necessary to bill for a milestone or cost reimbursement. Funding from the U.S. government is subject to certain budget restrictions and milestones may be subject to completion risk, and as a result, there may be periods in which research and development costs are expensed as incurred for which no reimbursement is recorded, as milestones have not been completed or the U.S. government has not funded an agreement. Accordingly, there can be substantial variability in the amount of net research and development expenses from quarter to quarter and year to year.
The Company classifies amounts to be received from funded research and development projects as either revenue or a reduction to research and development expense based on the specific facts and circumstances of the contractual arrangement, considering total costs expected to be incurred compared to total expected funding and the nature of the research and development contractual arrangement. In the event that a particular arrangement is determined to represent revenue, the corresponding research and development costs are classified as cost of revenue.
Income Taxes
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates and laws that will be in effect when the differences and carryforwards are expected to be recovered or settled.
A valuation allowance for deferred tax assets is provided when the Company estimates that it is more likely than not that all or a portion of the deferred tax assets will not be realized through future operations. This assessment is based upon consideration of all available positive and negative evidence, which includes, among other things, the Company’s recent results of operations, forecasted domestic and international earnings over a number of years, all known business risks and industry trends, and applicable tax planning strategies that should, if implemented, enable the Company to utilize its deferred tax assets before they expire. The Company considers its actual historical results over several years to have stronger weight than other more subjective indicators, including forecasts, when considering whether to establish or reduce a valuation allowance on deferred tax assets. The Company has significant difficulty projecting future results due to the nature of the business and the industry in which it operates.
The Company provided a valuation allowance against its U.S. deferred tax assets and against the majority of its deferred tax assets arising in foreign jurisdictions at
December 31, 2017
as the realization of such assets is not considered to be more likely than not at this time. In a future period, the Company’s assessment of the realizability of its deferred tax assets and therefore the appropriateness of the valuation allowance could change based on an assessment of all available evidence, both positive and negative in that future period. If the Company’s conclusion about the realizability of its deferred tax assets and therefore the appropriateness of the valuation allowance changes in a future period, the Company could record a substantial tax benefit in its Consolidated Statements of Operations when that occurs. The Company recognizes the income tax benefit from a tax position only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authorities, based on the technical merits of the Company’s position. The tax benefit recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively.
Share-Based Compensation
The Company measures compensation cost for share-based payment awards at fair value and recognizes it as compensation expense over the service period for awards expected to vest. Share-based compensation expense is recognized for all share-based payment awards, net of an estimated forfeiture rate. Compensation cost is only recognized for those shares expected to vest on a straight-line basis over the requisite service period of the award.
Determining the appropriate fair value model and calculating the fair value of share-based payment awards requires subjective assumptions, including the expected life of the share-based payment awards and stock price volatility. The Company utilizes the Black-Scholes options pricing model to value the stock options granted under its options plans. In this model, the assumptions utilized relate to stock price volatility, stock option term and forfeiture rates that are based upon both historical factors as well as management’s judgment.
The fair value of restricted stock and restricted stock units is determined based on the number of shares or units granted and the quoted price of the Company’s common stock at the date of grant.
The Company has granted performance vesting restricted stock and performance vesting restricted stock units to executives as one of the ways to align compensation with shareholder interests. Vesting of these awards is contingent upon achievement of certain performance conditions. Compensation expense for these awards is only recorded when vesting is deemed to be “probable.”
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Awards are evaluated for probability of vesting each reporting period.
Shipping and Handling Costs
Costs related to shipping and handling are included in “Cost of product revenue” and “Cost of service revenue” in the accompanying Consolidated Statements of Operations.
Advertising Costs
Sales and marketing expenses in the accompanying Consolidated Statements of Operations included advertising expenses of
$3.4 million
,
$3.2 million
, and
$2.3 million
in
2017
,
2016
, and
2015
, respectively. The Company incurs advertising costs for representation at certain trade shows, promotional events and sales lead generation, as well as design and printing costs for promotional materials. The Company expenses all advertising costs as incurred.
Earnings Per Share (EPS)
Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares, excluding unvested restricted stock, outstanding during the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common and potential common shares outstanding during the period, which includes the additional dilution related to conversion of stock options, unvested restricted stock and unvested restricted stock units as computed under the treasury stock method.
For the year ended
December 31, 2017
, outstanding stock options, unvested restricted stock and unvested restricted stock units were antidilutive because of the net loss and, as such, their effect has not been included in the calculation of basic or diluted net loss per share. For the years ended December 31, 2016 and 2015, the added shares from these items included in the calculation of diluted shares and EPS totaled approximately
1.2 million
, and
1.4 million
, respectively. Potentially dilutive shares of
3.1 million
,
1.2 million
, and
0.9 million
, respectively, have been excluded from the denominator in the computation of diluted EPS for the years ended
December 31, 2017, 2016 and 2015
, respectively, because they were antidilutive. An additional
0.5 million
,
1.2 million
and
1.2 million
performance vesting restricted stock and performance vesting restricted stock units were excluded from the computation of diluted EPS for the years ended
December 31, 2017, 2016 and 2015
, respectively, because the conditions for vesting had not been met as of the balance sheet date.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income, a component of shareholders’ equity, consisted of the following at December 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
Accumulated unrealized net loss on available-for-sale investments
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
Accumulated currency translation adjustments
|
|
1,611
|
|
|
2,101
|
|
Accumulated unrealized net gain (loss) on cash flow hedges
|
|
(689
|
)
|
|
681
|
|
Accumulated other comprehensive income
|
|
$
|
915
|
|
|
$
|
2,782
|
|
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09) to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Adoption of ASU 2014-09 was initially required for fiscal and interim reporting periods beginning after December 15, 2016 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09 (full retrospective method); or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09 (modified retrospective method).
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In August 2015, FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date: Topic 606 (ASU 2015-14) that deferred the effective date of ASU 2014-09 by one year. Application of the new revenue standard is permitted for fiscal and interim reporting periods beginning after December 15, 2016 and required for fiscal and interim reporting periods beginning after December 15, 2017. The Company believes the impact of adopting the new guidance will be immaterial to its annual and interim financial statements. The Company believes that the impact will be limited to the identification of a significant financing component in a small number of its contracts with customers. The Company will also be required to make additional disclosures under the new guidance. The Company plans to adopt this standard in the first quarter of 2018 using the modified retrospective method.
In July 2015, FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory: Topic 330 (ASU 2015-11). Topic 330 previously required an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU 2015-11 requires that inventory measured using either the first-in-first-out (FIFO) or average cost method now be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted ASU 2015-11 at the beginning of the first quarter of 2017. Adoption of ASU 2015-11 did not have a material impact on the Company’s consolidated financial statements.
In November 2015, FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes: Topic 740 (ASU 2015-17). Current GAAP requires the deferred taxes for each jurisdiction to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The Company adopted ASU 2015-17 at the beginning of the first quarter of 2017. At the time of adoption, all of the Company’s deferred tax assets and liabilities, along with any related valuation allowance, were classified as noncurrent on its Consolidated Balance Sheet. The Company adopted ASU 2015-17 on a retrospective basis. As such, prior period amounts have been adjusted to reflect the retrospective application of ASU 2015-17. This resulted in
$19.1 million
of current net deferred tax assets being reclassified as noncurrent on the Company’s December 31, 2016 Consolidated Balance Sheet.
In January 2016, FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities: Topic 825 (ASU 2016-01). The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. Adoption of ASU 2016-01 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company does not expect the adoption of ASU 2016-01 to have a material impact on its consolidated financial statements.
In February 2016, FASB issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02), that replaces existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. Under the new guidance, leases will continue to be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statements of Operations. Lessor accounting is largely unchanged under ASU 2016-02. Adoption of ASU 2016-02 is required for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoption being permitted. As of December 31, 2017, the new standard requires application with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. While the Company expects adoption to lead to a material increase in the assets and liabilities recorded on its Consolidated Balance Sheet, the Company is still evaluating the overall impact on its consolidated financial statements.
In August 2016, FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The updated guidance clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. Adoption of ASU 2016-15 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years with early adoption being permitted. The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements.
In November 2016, FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18) which amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The amended guidance requires that amounts that are deemed to be restricted cash and restricted
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
cash equivalents be included in the cash and cash-equivalent balances in the statement of cash flows. A reconciliation between the consolidated balance sheet and the statement of cash flows must be disclosed when the consolidated balance sheet includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. The guidance also requires that changes in restricted cash and restricted cash equivalents that result from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents should not be presented as cash flow activities in the statement of cash flows. An entity with a material balance of amounts generally described as restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. Adoption of ASU 2016-18 is required for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years with early adoption being permitted. The Company does not expect the adoption of ASU 2016-18 to have a material impact on its consolidated financial statements.
In January 2017, FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04) which eliminates Step 2 from the goodwill impairment test. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Adoption of ASU 2017-04 is required for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption being permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted ASU 2017-04 at the beginning of the second quarter of 2017. Adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated financial statements.
In August 2017, FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12). The new standard simplifies and expands the eligible hedging strategies for financial and nonfinancial risks. It also enhances the transparency of how hedging results are presented and disclosed. Further, the new standard provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in earnings. Adoption of ASU 2017-12 is required for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoption being permitted. The Company is currently evaluating the potential impact of the pending adoption of ASU 2017-12 on its consolidated financial statements.
NOTE 3 STRATEGIC TRANSACTION
On September 25, 2017, the Company completed a strategic transaction with Seagate Cloud Systems Inc. (Seagate) centered around the transfer of Seagate’s ClusterStor high-performance storage business (ClusterStor) to Cray. The ClusterStor business consists of the ClusterStor L300, ClusterStor L300N and the ClusterStor SL220 storage solutions. The Company will sell, support, develop, manufacture, and test the ClusterStor storage solutions. The addition of ClusterStor will allow the Company to have more control over its storage products and to increase the value added in its solutions. It will also enhance the opportunity for the Company to sell its storage products through other resellers and to consolidate its service capability.
The transaction was accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed by the Company were primarily recognized at their fair value at the acquisition date using significant inputs that are not observable in the market (i.e., Level 3 inputs). The Company utilized a third-party appraisal in its determination of the fair value of the various intangible assets acquired and deferred revenue.
The Company received assets valued at
$20.2 million
and assumed liabilities valued at
$15.7 million
. The excess of assets received over liabilities assumed of
$4.5 million
has been accounted for as a bargain purchase and recognized as a gain in the line item gain on strategic transaction in the Consolidated Statements of Operations for the year ended December 31, 2017. The bargain purchase gain was primarily the result of the seller’s planned exit from the business. Assets received included cash of
$8.0 million
. The Company expects to receive approximately
$1.8 million
in additional cash in the first half of 2018 as part of post-closing adjustments based on the final analysis of obligations to be assumed.
The Company has assumed customer support obligations associated with the ClusterStor business and has added more than
125
employees and contractors. Because the fair value of the assets acquired exceeded the amount of liabilities assumed, resulting in a
$4.5 million
gain on the transaction, the Company reassessed and reaffirmed that the recognition and measurement of identifiable assets acquired and liabilities assumed were appropriate as required by the accounting standards applicable to bargain purchase transactions.
The Company incurred approximately
$0.5 million
of legal and other transaction costs directly related to the transaction, all of which were expensed and included in general and administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2017.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company estimated the fair value of the assets acquired and liabilities assumed as of the acquisition date based on information that is currently available. The Company may obtain additional information to assist it in determining the fair value of the net assets acquired at the acquisition date during the measurement period and, as such, additional purchase price adjustments may be recorded. The Company will record measurement period adjustments, if any, in the period in which the adjustments are recognized.
Pro forma financial results are not presented as it is impractical to obtain the necessary information. The seller did not operate the acquired assets as a standalone business and, therefore, historical financial information is not available. It is impractical to determine the revenue or net income (loss) included in the Consolidated Statements of Operations related to ClusterStor since the date of acquisition because ClusterStor has been fully integrated into the Company’s storage and data management segment. The Company was also previously purchasing the same ClusterStor products from Seagate for resale that it acquired as part of the transaction. For these reasons, the operating results of ClusterStor cannot be separately identified.
The following are the estimated values of the assets acquired and the liabilities assumed (in thousands):
|
|
|
|
|
|
Cash
|
|
$
|
8,000
|
|
Receivable from Seagate
|
|
1,782
|
|
Inventory
|
|
4,120
|
|
Property and equipment
|
|
2,915
|
|
Deferred revenue
|
|
(12,168
|
)
|
Deferred tax liabilities
|
|
(3,019
|
)
|
Other liabilities
|
|
(500
|
)
|
Net tangible assets
|
|
1,130
|
|
|
|
|
Trademarks
|
|
90
|
|
Developed technology
|
|
1,400
|
|
Customer relationships
|
|
260
|
|
Supply agreement
|
|
1,600
|
|
Total net assets acquired
|
|
$
|
4,480
|
|
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The fair values of the major components of the intangible assets acquired and their estimated useful lives are as follows (in thousands):
|
|
|
|
|
|
|
|
Intangible Asset Class
|
|
Fair Value
|
|
Useful Life (in Years)
|
Trademarks
|
|
$
|
90
|
|
|
5
|
Developed technology
|
|
$
|
1,400
|
|
|
3
|
Customer relationships
|
|
$
|
260
|
|
|
10
|
Supply agreement
|
|
$
|
1,600
|
|
|
4
|
The carrying amount of the major components of intangible assets acquired are as follows as of
December 31, 2017
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
Trademarks
|
$
|
90
|
|
|
$
|
5
|
|
|
$
|
85
|
|
Developed technology
|
1,400
|
|
|
117
|
|
|
1,283
|
|
Customer relationships
|
260
|
|
|
7
|
|
|
253
|
|
Supply agreement
|
1,600
|
|
|
100
|
|
|
1,500
|
|
Total
|
$
|
3,350
|
|
|
$
|
229
|
|
|
$
|
3,121
|
|
Aggregate amortization expense of these intangible assets expected for the years ending December 31 are as follows (in thousands):
|
|
|
|
|
|
2018
|
|
$
|
911
|
|
2019
|
|
911
|
|
2020
|
|
794
|
|
2021
|
|
344
|
|
2022
|
|
40
|
|
Thereafter
|
|
121
|
|
Total
|
|
$
|
3,121
|
|
NOTE 4 FAIR VALUE MEASUREMENTS
Under FASB Accounting Standards Codification Topic 820,
Fair Value Measurements and Disclosures
, based on the observability of the inputs used in the valuation techniques used to determine the fair value of certain financial assets and liabilities, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The following table presents information about the Company’s financial assets and liabilities that have been measured at fair value on a recurring basis as of
December 31, 2017 and 2016
, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Fair Value
as of
December 31,
2017
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
Assets:
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash
|
|
$
|
140,320
|
|
|
$
|
140,320
|
|
|
$
|
—
|
|
Available-for-sale investments (1)
|
|
6,997
|
|
|
6,997
|
|
|
—
|
|
Foreign currency exchange contracts (2)
|
|
3,251
|
|
|
—
|
|
|
3,251
|
|
Assets measured at fair value at December 31, 2017
|
|
$
|
150,568
|
|
|
$
|
147,317
|
|
|
$
|
3,251
|
|
Liabilities:
|
|
|
|
|
|
|
Foreign currency exchange contracts (3)
|
|
2,431
|
|
|
—
|
|
|
2,431
|
|
Liabilities measured at fair value at December 31, 2017
|
|
$
|
2,431
|
|
|
$
|
—
|
|
|
$
|
2,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Fair Value
as of
December 31,
2016
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
Assets:
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash
|
|
$
|
224,617
|
|
|
$
|
224,617
|
|
|
$
|
—
|
|
Foreign currency exchange contracts (2)
|
|
11,250
|
|
|
—
|
|
|
11,250
|
|
Assets measured at fair value at December 31, 2016
|
|
$
|
235,867
|
|
|
$
|
224,617
|
|
|
$
|
11,250
|
|
Liabilities:
|
|
|
|
|
|
|
Foreign currency exchange contracts (3)
|
|
41
|
|
|
—
|
|
|
41
|
|
Liabilities measured at fair value at December 31, 2016
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
41
|
|
_______________________________
|
|
(1)
|
Included in “Short-term investments” on the Company’s Consolidated Balance Sheets.
|
|
|
(2)
|
Included in “Prepaid expenses and other current assets” and “Other non-current assets” on the Company’s Consolidated Balance Sheets.
|
|
|
(3)
|
Included in “Other accrued liabilities” and “Other non-current liabilities” on the Company’s Consolidated Balance Sheets.
|
Foreign Currency Derivatives
The Company may enter into foreign currency derivatives to hedge future cash receipts on certain sales transactions that are payable in foreign currencies.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
As of
December 31, 2017 and 2016
, the Company had outstanding foreign currency exchange contracts that were designated and accounted for as cash flow hedges of anticipated future cash receipts on sales contracts payable in foreign currencies. The outstanding notional amounts were approximately (in millions):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2017
|
|
2016
|
Euros (EUR)
|
|
2.1
|
|
|
1.5
|
|
Swiss Francs (CHF)
|
|
—
|
|
|
3.6
|
|
Japanese Yen (JPY)
|
|
4,345.6
|
|
|
—
|
|
Canadian Dollars (CAD)
|
|
56.0
|
|
|
54.4
|
|
New Zealand Dollars (NZD)
|
|
16.2
|
|
|
—
|
|
The Company had hedged foreign currency exposure related to these designated cash flow hedges of approximately
$96.3 million
and
$46.9 million
as of
December 31, 2017
and
2016
, respectively.
As of
December 31, 2017 and 2016
, the Company had outstanding foreign currency exchange contracts that had been dedesignated for the purposes of hedge accounting treatment. The Company dedesignates cash flow hedges when the receivable related to the hedged cash flow is recorded. The outstanding notional amounts were approximately (in millions):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2017
|
|
2016
|
British Pounds (GBP)
|
|
26.1
|
|
|
33.8
|
|
Euros (EUR)
|
|
4.7
|
|
|
8.0
|
|
Japanese Yen (JPY)
|
|
—
|
|
|
2,464.7
|
|
Canadian Dollars (CAD)
|
|
0.3
|
|
|
32.4
|
|
Swiss Francs (CHF)
|
|
2.6
|
|
|
—
|
|
The foreign currency exposure related to these contracts was approximately
$46.9 million
as of
December 31, 2017
and
$107.5 million
as of
December 31, 2016
. Unrealized gains or losses related to these dedesignated contracts are recorded in other income (expense) in the Consolidated Statements of Operations and are generally offset by foreign currency adjustments on related receivables. These foreign currency exchange contracts are considered to be economic hedges.
Cash receipts associated with the hedged contracts are expected to be received from 2018 through 2022, during which time the revenue on the associated sales contracts is expected to be recognized, or in the case of receivables denominated in a foreign currency, the receivables balances will be collected. Any gain or loss on hedged foreign currency will be recognized
at the time of customer acceptance, or
in the case of receivables denominated in a foreign currency,
each period during which hedged receivables denominated in a foreign currency are outstanding.
As of
December 31, 2017 and 2016
, the fair value of outstanding foreign currency exchange contracts totaled a net gain of
$0.8 million
and
$11.2 million
, respectively.
Fair values of derivative instruments, consisting of foreign currency exchange contracts, designated as cash flow hedges (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
Balance Sheet Location
|
|
2017
|
|
2016
|
Prepaid expenses and other current assets
|
|
$
|
546
|
|
|
$
|
71
|
|
Other non-current assets
|
|
—
|
|
|
367
|
|
Other accrued liabilities
|
|
(129
|
)
|
|
(9
|
)
|
Other non-current liabilities
|
|
(1,907
|
)
|
|
(5
|
)
|
Total fair value of derivative instruments designated as cash flow hedges
|
|
$
|
(1,490
|
)
|
|
$
|
424
|
|
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
As of December 31, 2017, unrecognized losses, net of tax, of
$0.7 million
were included in “Accumulated other comprehensive income” on the Company’s Consolidated Balance Sheets. As of December 31, 2016, unrecognized gains, net of tax, of
$0.7 million
, were included in “Accumulated other comprehensive income” on the Company’s Consolidated Balance Sheets.
Fair values of derivative instruments, consisting of foreign currency exchange contracts, not designated as cash flow hedges (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
Balance Sheet Location
|
|
2017
|
|
2016
|
Prepaid expenses and other current assets
|
|
$
|
1,252
|
|
|
$
|
5,344
|
|
Other non-current assets
|
|
1,453
|
|
|
5,468
|
|
Other accrued liabilities
|
|
(395
|
)
|
|
(27
|
)
|
Total fair value of derivative instruments not designated as cash flow hedges
|
|
$
|
2,310
|
|
|
$
|
10,785
|
|
NOTE 5 ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table shows the impact on product revenue of reclassification adjustments from accumulated other comprehensive income resulting from hedged foreign currency transactions recorded by the Company for the years ended
December 31, 2017, 2016 and 2015
(in thousands). The gross reclassification adjustments decreased product revenue for the year ended December 31, 2017 and increased product revenue for the years ended December 31, 2016 and 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
Gross of Tax Reclassifications
|
|
$
|
(146
|
)
|
|
$
|
22,207
|
|
|
$
|
6,163
|
|
Net of Tax Reclassifications
|
|
$
|
(87
|
)
|
|
$
|
13,324
|
|
|
$
|
3,698
|
|
The following tables show the changes in Accumulated Other Comprehensive Income by component for the years ended
December 31, 2017 and 2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
|
Unrealized Loss on Investments
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gain (Loss) on Cash Flow Hedges
|
|
Accumulated Other Comprehensive Income
|
Beginning balance
|
$
|
—
|
|
|
$
|
2,101
|
|
|
$
|
681
|
|
|
$
|
2,782
|
|
Current-period change, net of tax
|
(7
|
)
|
|
(490
|
)
|
|
(1,370
|
)
|
|
(1,867
|
)
|
Ending balance
|
$
|
(7
|
)
|
|
$
|
1,611
|
|
|
$
|
(689
|
)
|
|
$
|
915
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) associated with current-period change
|
$
|
(3
|
)
|
|
$
|
1,110
|
|
|
$
|
(1,399
|
)
|
|
$
|
(292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
|
Unrealized Loss on Investments
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gain on Cash Flow Hedges
|
|
Accumulated Other Comprehensive Income
|
Beginning balance
|
$
|
(8
|
)
|
|
$
|
1,675
|
|
|
$
|
5,975
|
|
|
$
|
7,642
|
|
Current-period change, net of tax
|
8
|
|
|
426
|
|
|
(5,294
|
)
|
|
(4,860
|
)
|
Ending balance
|
$
|
—
|
|
|
$
|
2,101
|
|
|
$
|
681
|
|
|
$
|
2,782
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) associated with current-period change
|
$
|
6
|
|
|
$
|
(152
|
)
|
|
$
|
(2,425
|
)
|
|
$
|
(2,571
|
)
|
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
NOTE 6 INVESTMENTS
The Company’s investments in debt securities with maturities at purchase greater than three months are classified as “available-for-sale.” Changes in fair value are reflected in other comprehensive income (loss). The carrying amount of the Company’s investments in available-for-sale securities are shown in the table below (in thousands):
|
|
|
|
|
|
|
|
December 31, 2017
|
Short-term available-for-sale securities cost
|
|
$
|
7,007
|
|
Short-term available-for-sale securities unrealized loss
|
|
(10
|
)
|
Short-term available-for-sale securities fair value
|
|
$
|
6,997
|
|
The Company’s investments in debt securities were investment grade and carried a long-term rating of A2/A or higher.
NOTE 7 ACCOUNTS AND OTHER RECEIVABLES, NET
A summary of net accounts and other receivables follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2017
|
|
2016
|
Trade accounts receivable
|
|
$
|
131,151
|
|
|
$
|
156,705
|
|
Unbilled receivables
|
|
9,321
|
|
|
17,264
|
|
Advance billings
|
|
3,569
|
|
|
1,915
|
|
Short-term investment in sales-type lease
|
|
10,684
|
|
|
8,683
|
|
Other receivables
|
|
7,337
|
|
|
13,395
|
|
|
|
162,062
|
|
|
197,962
|
|
Allowance for doubtful accounts
|
|
(28
|
)
|
|
(21
|
)
|
Accounts and other receivables, net
|
|
$
|
162,034
|
|
|
$
|
197,941
|
|
Unbilled receivables represent amounts where the Company has recognized revenue in advance of the contractual billing terms. Advance billings represent billings made based on contractual terms for which revenue has not been recognized.
As of
December 31, 2017 and 2016
, accounts receivable included
$45.3 million
and
$104.6 million
, respectively, due from the U.S. Government. Of these amounts,
$2.1 million
and
$1.4 million
were unbilled as of
December 31, 2017 and 2016
, respectively, based upon contractual billing arrangements with these customers. As of
December 31, 2017
,
two
non-U.S. Government customers accounted for
38%
of total accounts and other receivables. As of
December 31, 2016
,
two
non-U.S. Government customers accounted for
24%
of total accounts and other receivables.
NOTE 8 SALES-TYPE LEASE
The Company has a sales-type lease with one non-U.S. Government customer, under which it will receive quarterly payments over the term of the lease, which expires in September 2020. The lease is denominated in British Pounds and the Company has entered into certain foreign currency exchange contracts that act as an economic hedge for the foreign currency exposure associated with this arrangement.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table shows the components of the net investment in the sales-type lease as of
December 31, 2017 and 2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
December 31
|
|
2017
|
|
2016
|
Total minimum lease payments to be received
|
$
|
42,268
|
|
|
$
|
52,224
|
|
Less: executory costs
|
(6,831
|
)
|
|
(10,139
|
)
|
Net minimum lease payments receivable
|
35,437
|
|
|
42,085
|
|
Less: unearned income
|
(1,386
|
)
|
|
(2,352
|
)
|
Net investment in sales-type lease
|
34,051
|
|
|
39,733
|
|
Less: long-term investment in sales-type lease
|
(23,367
|
)
|
|
(31,050
|
)
|
Investment in sales-type lease included in accounts and other receivables
|
$
|
10,684
|
|
|
$
|
8,683
|
|
As of
December 31, 2017
, minimum lease payments for each of the succeeding three fiscal years were as follows (in thousands):
|
|
|
|
|
2018
|
$
|
15,197
|
|
2019
|
15,478
|
|
2020
|
11,593
|
|
Total minimum lease payments to be received
|
$
|
42,268
|
|
NOTE 9 INVENTORY
A summary of inventory follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
2017
|
|
2016
|
Components and subassemblies
|
|
$
|
37,219
|
|
|
$
|
31,695
|
|
Work in process
|
|
59,456
|
|
|
39,894
|
|
Finished goods
|
|
89,632
|
|
|
16,665
|
|
|
|
$
|
186,307
|
|
|
$
|
88,254
|
|
As of
December 31, 2017 and 2016
,
$48.1 million
and
$10.5 million
, respectively, of finished goods inventory was located at customer sites pending acceptance. At
December 31, 2017
,
two
customers accounted for
$67.7 million
of finished goods inventory and at
December 31, 2016
,
two
customers accounted for
$11.9 million
of finished goods inventory.
The Company did
no
t write-off any inventory in 2017. During
2016
and
2015
, the Company wrote-off
$4.8 million
and
$0.5 million
, respectively, of excess and obsolete inventory.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
NOTE 10 PROPERTY AND EQUIPMENT, NET
A summary of property and equipment follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2017
|
|
2016
|
Land
|
|
$
|
203
|
|
|
$
|
498
|
|
Buildings
|
|
20,480
|
|
|
20,679
|
|
Furniture and equipment
|
|
13,219
|
|
|
11,740
|
|
Computer equipment
|
|
58,358
|
|
|
54,541
|
|
Leasehold improvements
|
|
9,961
|
|
|
2,976
|
|
|
|
102,221
|
|
|
90,434
|
|
Accumulated depreciation and amortization
|
|
(65,598
|
)
|
|
(59,814
|
)
|
Property and equipment, net
|
|
$
|
36,623
|
|
|
$
|
30,620
|
|
Depreciation expense on property and equipment for
2017, 2016 and 2015
was
$14.4 million
,
$12.5 million
and
$13.3 million
, respectively.
NOTE 11 SERVICE SPARES, NET
A summary of service spares follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2017
|
|
2016
|
Service spares
|
|
$
|
7,670
|
|
|
$
|
6,503
|
|
Accumulated depreciation
|
|
(5,119
|
)
|
|
(3,480
|
)
|
Service spares, net
|
|
$
|
2,551
|
|
|
$
|
3,023
|
|
Depreciation expense on service spares for
2017, 2016 and 2015
was
$1.6 million
,
$1.5 million
and
$1.1 million
, respectively.
NOTE 12 DEFERRED REVENUE
A summary of deferred revenue follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
2017
|
|
2016
|
Deferred product revenue
|
|
$
|
22,245
|
|
|
$
|
14,274
|
|
Deferred service revenue
|
|
96,496
|
|
|
96,113
|
|
Total deferred revenue
|
|
118,741
|
|
|
110,387
|
|
Less long-term deferred revenue
|
|
(38,622
|
)
|
|
(27,258
|
)
|
Deferred revenue in current liabilities
|
|
$
|
80,119
|
|
|
$
|
83,129
|
|
As of
December 31, 2017 and 2016
, the U.S. Government accounted for
$32.5 million
and
$60.3 million
, respectively, of total deferred revenue. As of
December 31, 2017 and 2016
,
no
non-U.S. Government customers accounted for more than
10%
of total deferred revenue.
NOTE 13 COMMITMENTS AND CONTINGENCIES
The Company has recorded rent expense under leases for buildings or office space, which were accounted for as operating leases, in
2017, 2016 and 2015
of
$8.7 million
,
$8.4 million
, and
$5.9 million
, respectively. The 2016 rent expense includes a
$2.3 million
lease termination fee for the Company’s St. Paul facility.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Minimum contractual commitments as of
December 31, 2017
, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Leases
|
|
Development
Agreements
|
2018
|
|
$
|
7,461
|
|
|
$
|
19,930
|
|
2019
|
|
6,918
|
|
|
5,116
|
|
2020
|
|
6,232
|
|
|
15
|
|
2021
|
|
6,271
|
|
|
—
|
|
2022
|
|
6,342
|
|
|
—
|
|
Thereafter
|
|
20,709
|
|
|
—
|
|
Minimum contractual commitments
|
|
$
|
53,933
|
|
|
$
|
25,061
|
|
In its normal course of operations, the Company engages in development arrangements under which it hires outside engineering resources to augment its existing internal staff in order to complete research and development projects, or parts thereof. For the years ended
December 31, 2017, 2016 and 2015
, the Company incurred
$17.5 million
,
$15.6 million
and
$14.3 million
, respectively, for such arrangements.
Litigation
From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business. Other than as outlined below, none of these legal proceedings are deemed to be material to the Company’s business.
The Company is subject to patent lawsuits brought by Raytheon Company (Raytheon). The first suit was brought by Raytheon on September 25, 2015 in the Eastern District of Texas (Civil Action No. 2:15-cv-1554) asserting infringement of
four
patents owned by Raytheon.
Two
of the asserted patents relate to computer hardware alleged to be encompassed by Cray’s current and past products, and the
two
remaining asserted patents relate to features alleged to be performed by certain third-party software that Cray optionally includes as part of its product offerings. A second suit was brought by Raytheon on April 22, 2016 in the Eastern District of Texas (Civil Action No. 2:16-cv-423) asserting infringement of
five
patents owned by Raytheon. In this second suit, all
five
asserted patents relate to features alleged to be performed by certain third-party software that Cray optionally includes as part of its product offerings. As of July 18, 2017, trial in the first action has been stayed by the trial court until further notice from the court. The United States Court of Appeals for the Federal Circuit granted Cray’s petition for writ of mandamus and overturned the trial court’s determination that venue was proper in the Eastern District of Texas. The Federal Circuit also remanded so the district court could determine where the case should be transferred, but the trial court has not yet ruled on that issue. Trial in the second action is currently stayed pending resolution of the first action. The Company is vigorously defending these actions. The probable outcome of either litigation cannot be determined, nor can the Company estimate a range of potential loss. Based on its review of the matters to date, the Company believes that it has valid defenses and claims in each of the
two
lawsuits. As a result, the Company considers the likelihood of a material loss related to these matters to be remote.
NOTE 14 INCOME TAXES
Income taxes are recognized for the amount of taxes payable for the current year and for the impact of deferred tax assets and liabilities, which represent consequences of events that have been recognized differently in the financial statements under GAAP than for tax purposes.
On December 22, 2017, the President of the United States signed into law H.R. 1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Cuts and Jobs Act”). ASC Topic 740, Accounting for Income Taxes, requires companies to recognize the effect of tax law changes in the period of enactment. The Tax Cuts and Jobs Act made significant changes to existing U.S. tax law, including, but not limited to, a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%, imposition of a one-time tax on deferred foreign income (“Repatriation Transition Tax”), adoption of a participation exemption system with respect to the taxation of future dividends received from foreign corporations, and repeal of the corporate alternative minimum tax system. Other significant changes in the Tax Cuts and Jobs Act include taxing payments made to foreign related parties that are deemed to be excessive, imposing a minimum tax on certain foreign earnings, requiring (beginning after December 31, 2021) the capitalization and subsequent amortization of certain research and development related expenses, and placing additional limits on the use of net operating losses and the deductibility of certain executive compensation.
Given the significance of the Tax Cuts and Jobs Act, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin 118 (“SAB 118”) that expresses the views of the SEC regarding ASC Topic 740 in the reporting period that
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
includes the date of enactment. The SEC staff issuing SAB 118 recognized that a company’s review of the income tax effects attributable to the enactment of the Tax Cuts and Jobs Act may be incomplete at the time financial statements are issued for the reporting period that included the date of enactment and allows a company to record provisional amounts during a one year measurement period similar to the principles adopted in ASC Topic 805, Business Combinations. During the measurement period, income tax effects attributable to the enactment of the Tax Cuts and Jobs Act are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be adjusted and recognized, as a discreet item in the applicable reporting period, as information becomes available, prepared or analyzed. The measurement period is deemed to have ended when the company has obtained, prepared and analyzed the information necessary to finalize its accounting.
SAB 118 summarizes a three-step process to be applied to each reporting period to account for and qualitatively disclose income tax effects attributable to the enactment of the Tax Cuts and Jobs Act: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (including subsequent adjustments to those amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with the law prior to the enactment of the Tax Cuts and Jobs Act.
Amounts recorded by the Company during the year ended December 31, 2017 where the accounting is considered to be complete relate to a reduction, in the amount of
$28.9 million
, in the carrying value of the Company’s U.S. deferred tax assets resulting from the Tax Cuts and Jobs Act’s reduction in the U.S. federal corporate income tax rate from 35% to 21%. The Tax Cuts and Jobs Act also includes a Repatriation Transaction Tax on the net accumulated and previously untaxed earnings and profits of a U.S. taxpayer’s foreign subsidiaries. As of December 31, 2017, the Company has recorded provisional tax expense, in the amount of
$0.3 million
, attributable to the Repatriation Transition Tax and provisional tax expense, in the amount of
$0.3 million
, as a result of the Company’s decision to no longer consider the undistributed earnings of its foreign subsidiaries to be permanently reinvested outside of the U.S. The Company has not had sufficient time to obtain, prepare and analyze historical tax returns, financial statements and related accounts that is required to finalize its accounting with respect to the items for which provisional tax expense has been recorded
A majority of the Company’s deferred tax assets result from net operating loss carryforwards and research and development tax credits. As of
December 31, 2017
, the Company had U.S. federal net operating loss carryforwards of approximately
$72.6 million
and U.S. federal research and development tax credit carryforwards of approximately
$36.0 million
. Upon the adoption of ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting in March of 2016, the Company recognized
$16.6 million
in deferred tax benefits from approximately
$47.4 million
of federal net operating losses attributable to share-based income tax deductions that exceeded amounts that had been recognized for financial reporting purposes. These deferred tax benefits were recorded as a cumulative-effect adjustment to accumulated deficit. The federal net operating loss carryforwards will expire from 2019 through 2037, and the federal research and development tax credits will expire from 2021 through 2037 if not utilized. Utilization of
$21.2 million
of the Company’s federal net operating loss carryforwards generated prior to May 10, 2001 is limited under Section 382 of the Internal Revenue Code to
$4.3 million
per year. As of
December 31, 2017
, the Company had approximately
$7.1 million
of foreign net operating loss carryforwards in various jurisdictions. Most of the Company’s foreign net operating losses can be carried forward indefinitely, with certain amounts expiring from 2018 to 2027.
Income (loss) before income taxes consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2017
|
|
2016
|
|
2015
|
United States
|
|
$
|
(53,201
|
)
|
|
$
|
2,648
|
|
|
$
|
38,362
|
|
International
|
|
311
|
|
|
7,273
|
|
|
4,415
|
|
Total
|
|
$
|
(52,890
|
)
|
|
$
|
9,921
|
|
|
$
|
42,777
|
|
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The tax provision (benefit) for income taxes related to operations consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2017
|
|
2016
|
|
2015
|
Current provision (benefit):
|
|
|
|
|
|
|
Federal
|
|
$
|
445
|
|
|
$
|
3
|
|
|
$
|
725
|
|
State
|
|
310
|
|
|
(279
|
)
|
|
1,389
|
|
Foreign
|
|
1,735
|
|
|
1,443
|
|
|
1,023
|
|
Total current provision
|
|
2,490
|
|
|
1,167
|
|
|
3,137
|
|
Deferred provision (benefit):
|
|
|
|
|
|
|
Federal
|
|
77,152
|
|
|
(2,127
|
)
|
|
12,198
|
|
State
|
|
1,185
|
|
|
416
|
|
|
(52
|
)
|
Foreign
|
|
112
|
|
|
(150
|
)
|
|
(43
|
)
|
Total deferred provision (benefit)
|
|
78,449
|
|
|
(1,861
|
)
|
|
12,103
|
|
Total provision (benefit) for income taxes
|
|
$
|
80,939
|
|
|
$
|
(694
|
)
|
|
$
|
15,240
|
|
The tax provision (benefit) differs from the amount computed by applying the federal statutory income tax rate as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2017
|
|
2016
|
|
2015
|
Income tax provision (benefit) at statutory rate
|
|
$
|
(18,511
|
)
|
|
$
|
3,472
|
|
|
$
|
14,972
|
|
State taxes, net of federal benefit
|
|
(1,066
|
)
|
|
89
|
|
|
897
|
|
Foreign income taxes
|
|
135
|
|
|
(407
|
)
|
|
(12
|
)
|
Additional increases (deductions) from share-based compensation
|
|
1,036
|
|
|
(1,815
|
)
|
|
—
|
|
Deemed dividends for U.S. income tax purposes
|
|
—
|
|
|
329
|
|
|
407
|
|
Nondeductible expenses
|
|
222
|
|
|
231
|
|
|
283
|
|
Disallowed compensation
|
|
60
|
|
|
331
|
|
|
455
|
|
Audit accrual (settlement)
|
|
1,156
|
|
|
(297
|
)
|
|
—
|
|
Research and development tax credit
|
|
(3,827
|
)
|
|
(2,470
|
)
|
|
(1,733
|
)
|
Tax effect of repatriation transition tax on unremitted earnings
|
|
605
|
|
|
—
|
|
|
—
|
|
Gain on strategic transaction
|
|
(1,568
|
)
|
|
—
|
|
|
—
|
|
Deferred tax impact from tax rate change
|
|
28,907
|
|
|
—
|
|
|
—
|
|
Effect of change in valuation allowance on deferred tax assets
|
|
73,790
|
|
|
(157
|
)
|
|
(29
|
)
|
Effective income tax provision (benefit)
|
|
$
|
80,939
|
|
|
$
|
(694
|
)
|
|
$
|
15,240
|
|
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Significant components of the Company’s deferred income tax assets and liabilities follow (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2017
|
|
2016
|
Deferred Income Tax Assets
|
|
|
|
|
Inventory
|
|
$
|
6,495
|
|
|
$
|
4,127
|
|
Accrued compensation
|
|
262
|
|
|
511
|
|
Deferred revenue
|
|
8,285
|
|
|
14,742
|
|
Research and development credit carryforwards
|
|
32,218
|
|
|
28,241
|
|
Net operating loss carryforwards
|
|
22,775
|
|
|
38,348
|
|
Property and equipment
|
|
4,136
|
|
|
8,188
|
|
Goodwill
|
|
289
|
|
|
106
|
|
Research and development expenses
|
|
9,944
|
|
|
—
|
|
Share-based compensation
|
|
4,124
|
|
|
7,016
|
|
Other
|
|
2,592
|
|
|
12,939
|
|
Gross deferred tax assets
|
|
91,120
|
|
|
114,218
|
|
Valuation allowance
|
|
(82,875
|
)
|
|
(8,727
|
)
|
Deferred tax assets
|
|
8,245
|
|
|
105,491
|
|
Deferred Income Tax Liabilities
|
|
|
|
|
Investment in sales-type lease, net
|
|
(3,084
|
)
|
|
(13,728
|
)
|
Intangible assets
|
|
(205
|
)
|
|
(421
|
)
|
Other
|
|
(3,850
|
)
|
|
(5,729
|
)
|
Deferred tax liabilities
|
|
(7,139
|
)
|
|
(19,878
|
)
|
Net deferred tax asset
|
|
$
|
1,106
|
|
|
$
|
85,613
|
|
The Company recorded income tax expense of
$80.9 million
during the year ended
December 31, 2017
, an income tax benefit of
$0.7 million
during the year ended
December 31, 2016
and income tax expense of
$15.2 million
during the year ended
December 31, 2015
. The difference between the income tax benefit at the statutory rate and the Company’s effective income tax expense for the year ended
December 31, 2017
was primarily attributable to the reduction in the U.S. federal corporate income tax rate as a result of the Tax Cuts and Jobs Act and its impact on the carrying value of the Company’s U.S. deferred tax assets and the Company’s decision after the Tax Cuts and Jobs Act was enacted to increase the valuation allowance held against its U.S. deferred tax assets, offset, in part, by research and development tax credits. The difference between the income tax provision at the statutory rate and the Company’s effective income tax benefit for the year ended
December 31, 2016
was the result of research and development tax credits and additional tax deductions from share-based compensation, sometimes referred to as excess tax benefits, partially offset by state taxes, non-deductible expenses and other permanent items. Excess tax benefits arise when tax deductions recognized by the Company with respect to share-based compensation exceed the compensation cost attributable to share-based compensation that was recognized in the Company’s consolidated financial statements. The difference between the income tax provision at the statutory rate and the Company’s effective income tax provision for the year ended
December 31, 2015
was the result of state taxes, non-deductible expenses and other permanent items, partially offset by research and development tax credits.
The valuation allowance on deferred tax assets increased by
$74.1 million
in 2017 and decreased by
$0.8 million
and
$0.7 million
in 2016 and 2015, respectively. Substantially all of the increase in the valuation allowance during 2017 was attributable to the Company’s decision to increase the valuation allowance held against its U.S. deferred tax assets on December 31, 2017.
The Company’s assessment of its ability to utilize its U.S. deferred tax assets was based upon all available positive and negative evidence, which included, among other things, the Company’s recent results of operations, forecasted domestic and international earnings over a number of years, all known business risks and industry trends, and applicable tax planning strategies. The Company considers its actual historical results over several years to have stronger weight than other more subjective indicators, including forecasts, when considering whether to establish or reduce a valuation allowance on deferred tax assets. The Company has significant difficulty projecting future results due to the nature of its business and the industry in which it operates. As of December 31, 2017, the Company had experienced a significant decline in revenue, gross profit, and operating income since 2015, had reported a cumulative pre-tax loss in recent years and is currently forecasting to a report a pre-tax loss for the year ending December 31, 2018. If the Company had determined that it was appropriate to increase the valuation allowance held against our
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
U.S. deferred tax assets prior to enactment of the Tax Cuts and Jobs Act total tax expense for the year ended December 31, 2017 would not have changed. The decrease in the carrying value of our U.S. deferred tax assets as a result of the reduction in the U.S. federal corporate income tax rate would have been completely offset by a reduction in the valuation allowance that would have been previously established against those deferred tax assets.
The Company’s conclusion about the realizability of its deferred tax assets, and therefore the appropriateness of the valuation allowance, is reviewed quarterly and could change in future periods depending on the Company’s future assessment of all available evidence in support of the likelihood of realization of its deferred tax assets. If the Company’s conclusion about the realizability of its deferred tax assets and therefore the appropriateness of its valuation allowance changes in a future period, it could record a substantial tax benefit in the Consolidated Statements of Operations when that occurs.
The following table summarizes changes in the amount of the Company’s unrecognized tax benefits for uncertain tax positions for the three years ended
December 31, 2017, 2016 and 2015
(in thousands):
|
|
|
|
|
Balance at December 31, 2014
|
$
|
5,630
|
|
Increase related to prior year income tax positions
|
151
|
|
Increase related to current year income tax positions
|
433
|
|
Balance at December 31, 2015
|
$
|
6,214
|
|
Increase related to prior year income tax positions
|
53
|
|
Decrease related to prior year income tax positions
|
(365
|
)
|
Increase related to current year income tax positions
|
565
|
|
Balance at December 31, 2016
|
$
|
6,467
|
|
Increase related to prior year income tax positions
|
1,440
|
|
Increase related to current year income tax positions
|
673
|
|
Balance at December 31, 2017
|
$
|
8,580
|
|
Included in the balance of unrecognized tax benefits as of
December 31, 2017
was
$1.2 million
of tax benefits that, if recognized, would affect the effective tax rate. It is not anticipated that the balance of unrecognized tax benefits will significantly change over the next twelve months.
The Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company defines its major tax jurisdictions to include United Kingdom and the United States. The Company is no longer subject to income tax examinations with respect to periods before 2016 in the United Kingdom and before 2014 in the United States, although in the United States net operating loss and tax credit carryforwards generated in a year are subject to examination and adjustment for at least three years following the year in which such losses or credits are actually used to offset taxable income.
Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. Such amounts were not material for
2017, 2016 and 2015
.
NOTE 15 CREDIT FACILITIES
As of
December 31, 2017
, the Company had a
$50.0 million
revolving line of credit (Credit Facility) with Wells Fargo Bank, National Association, designed to be used for general corporate purposes, including working capital requirements and capital expenditures. The Credit Facility also supports the issuance of letters of credit. The Credit Facility is secured by a first priority lien in all of the Company’s accounts receivable and other rights to payment, general intangibles, inventory and equipment.
Any borrowings under the Credit Facility bear interest at either a fluctuating rate equal to the daily one month LIBOR rate plus a margin of
1.25%
or a fixed interest rate for one, three or six months equal to the LIBOR rate for the applicable period plus a margin of
1.25%
. The Company is also required to pay the lender customary letter of credit fees, and a commitment fee of
0.18%
per annum in respect of the unutilized commitment amount under the Credit Facility. The Credit Facility requires that the Company maintain certain financial ratios and restricts its ability to incur additional indebtedness, pay dividends or distributions, create liens on assets, and engage in certain other activities. The Company was in compliance with all of its financial covenants as of the end of each quarter for the year ended
December 31, 2017
. The Credit Facility matures in March 2018. The Company has begun discussions with the bank that may result in changes to the size and terms of this arrangement.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company made
no
draws and had
no
outstanding cash borrowings on the credit facility as of
December 31, 2017
.
As of
December 31, 2017
, the Company had
$15.0 million
in USD equivalent value in outstanding letters of credit and
$3.0 million
in restricted cash associated with certain letters of credit to secure customer prepayments and other customer related obligations.
NOTE 16 SHAREHOLDERS’ EQUITY
Preferred Stock:
The Company has
5,000,000
shares of undesignated preferred stock authorized, and
no
shares of preferred stock outstanding.
Common Stock:
The Company has
75,000,000
authorized shares of common stock with a par value of
$0.01
per share.
Stock Plans:
As of
December 31, 2017
, the Company had
one
active equity incentive plan that provides shares available for option, restricted stock and restricted stock unit grants to employees, directors, executives and others.
Stock Options:
In determining the fair value of stock options, the Company uses the Black-Scholes option pricing model. The following key weighted average assumptions were employed in the calculation for the indicated years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
Risk-free interest rate
|
|
1.64
|
%
|
|
1.12
|
%
|
|
1.31
|
%
|
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Volatility
|
|
54.14
|
%
|
|
50.92
|
%
|
|
50.55
|
%
|
Expected life (in years)
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
Weighted average Black-Scholes value of options granted
|
|
$
|
7.91
|
|
|
$
|
13.16
|
|
|
$
|
11.23
|
|
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company does not anticipate declaring dividends in the foreseeable future. Volatility is based on historical data. The expected life of an option is based on the assumption that options will be exercised, on average, about
two
years after vesting occurs. The Company recognizes compensation expense for only the portion of options that are expected to vest. Therefore, management applies an estimated forfeiture rate that is derived from historical employee termination data and adjusted for expected future employee turnover rates. The estimated forfeiture rates applied to the Company’s stock option grants for the years ended
December 31, 2017, 2016 and 2015
was
8.0%
. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. The Company’s stock price volatility, option lives and expected forfeiture rates involve management’s best estimates at the time of such determination, which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the vesting period or requisite service period of the option. The Company typically issues stock options with a
four
-year vesting period (the requisite service period) and amortizes the fair value of stock options (share-based compensation cost) ratably over the requisite service period. Options to purchase shares expire no later than
ten
years after the date of grant.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A summary of the Company’s stock option activity and related information follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average Remaining
Contractual
Term (Years)
|
Outstanding at January 1, 2015
|
|
1,930,990
|
|
|
$
|
12.34
|
|
|
|
Granted
|
|
307,450
|
|
|
27.86
|
|
|
|
Exercised
|
|
(229,118
|
)
|
|
9.99
|
|
|
|
Canceled and forfeited
|
|
(60,847
|
)
|
|
20.00
|
|
|
|
Outstanding at December 31, 2015
|
|
1,948,475
|
|
|
14.83
|
|
|
|
Granted
|
|
240,075
|
|
|
32.65
|
|
|
|
Exercised
|
|
(168,825
|
)
|
|
12.57
|
|
|
|
Canceled and forfeited
|
|
(30,588
|
)
|
|
26.60
|
|
|
|
Outstanding at December 31, 2016
|
|
1,989,137
|
|
|
16.99
|
|
|
|
Granted
|
|
324,500
|
|
|
18.36
|
|
|
|
Exercised
|
|
(157,257
|
)
|
|
8.51
|
|
|
|
Canceled and forfeited
|
|
(121,906
|
)
|
|
27.02
|
|
|
|
Outstanding at December 31, 2017
|
|
2,034,474
|
|
|
17.26
|
|
|
5.2
|
|
|
|
|
|
|
|
Exercisable at December 31, 2017
|
|
1,532,691
|
|
|
15.39
|
|
|
4.0
|
|
|
|
|
|
|
|
Available for grant at December 31, 2017
|
|
3,107,064
|
|
|
|
|
|
Outstanding and exercisable options by price range as of
December 31, 2017
, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options
|
|
Exercisable Options
|
Range of Exercise
Prices per Share
|
|
Number
Outstanding
|
|
Weighted
Average
Remaining
Life (Years)
|
|
Weighted
Average
Exercise
Price
|
|
Number
Exercisable
|
|
Weighted
Average
Exercise
Price
|
$ 0.00 - $ 10.00
|
|
673,584
|
|
|
1.9
|
|
$
|
5.49
|
|
|
673,584
|
|
|
$
|
5.49
|
|
$ 10.01 - $ 20.00
|
|
619,941
|
|
|
6.7
|
|
16.78
|
|
|
327,941
|
|
|
15.71
|
|
$ 20.01 - $ 30.00
|
|
507,844
|
|
|
6.6
|
|
26.30
|
|
|
411,552
|
|
|
26.15
|
|
$ 30.01 - $ 42.40
|
|
233,105
|
|
|
7.5
|
|
32.86
|
|
|
119,614
|
|
|
33.34
|
|
$ 0.00 - $ 42.40
|
|
2,034,474
|
|
|
5.2
|
|
17.26
|
|
|
1,532,691
|
|
|
15.39
|
|
As of
December 31, 2017
, there was
$17.4 million
of aggregate intrinsic value of outstanding stock options, including
$15.5 million
of aggregate intrinsic value of exercisable stock options. Intrinsic value represents the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of
2017
and the exercise price, multiplied by the number of shares of common stock underlying the stock options) that would have been received by the option holders if all option holders had exercised their options on
December 31, 2017
. This amount changes, based on the fair market value of the Company’s stock. Total intrinsic value of options exercised was
$1.8 million
,
$4.0 million
, and
$5.0 million
for the years ended
December 31, 2017, 2016 and 2015
, respectively.
Restricted Stock:
During
2017
,
2016
and
2015
, the Company issued an aggregate of
44,002
,
9,893
, and
45,175
shares of restricted stock, respectively, to certain directors, executives and other employees. The grant date fair value of these grants was approximately
$0.8 million
,
$0.3 million
, and
$1.4 million
for
2017
,
2016
and
2015
, respectively. Share-based compensation expense is recorded over the vesting period, which is generally
one
year for non-employee directors and
four
years for officers and employees of the Company.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A summary of the Company’s unvested restricted stock grants and changes during the indicated years ended
December 31
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Vesting Restricted Shares
|
|
Performance Vesting Restricted Shares
|
|
Total Restricted Shares
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
Outstanding at January 1, 2015
|
1,033,602
|
|
|
$
|
19.48
|
|
|
817,000
|
|
|
$
|
15.41
|
|
|
1,850,602
|
|
|
$
|
17.68
|
|
Granted
|
45,175
|
|
|
30.44
|
|
|
—
|
|
|
—
|
|
|
45,175
|
|
|
30.44
|
|
Forfeited
|
(48,998
|
)
|
|
24.00
|
|
|
(219,000
|
)
|
|
15.60
|
|
|
(267,998
|
)
|
|
17.14
|
|
Vested
|
(513,336
|
)
|
|
15.34
|
|
|
(12,500
|
)
|
|
28.20
|
|
|
(525,836
|
)
|
|
15.64
|
|
Outstanding at December 31, 2015
|
516,443
|
|
|
24.12
|
|
|
585,500
|
|
|
15.07
|
|
|
1,101,943
|
|
|
19.31
|
|
Granted
|
9,893
|
|
|
34.86
|
|
|
—
|
|
|
—
|
|
|
9,893
|
|
|
34.86
|
|
Forfeited
|
(18,685
|
)
|
|
24.73
|
|
|
(72,000
|
)
|
|
15.57
|
|
|
(90,685
|
)
|
|
17.46
|
|
Vested
|
(250,849
|
)
|
|
22.14
|
|
|
—
|
|
|
—
|
|
|
(250,849
|
)
|
|
22.14
|
|
Outstanding at December 31, 2016
|
256,802
|
|
|
26.43
|
|
|
513,500
|
|
|
15.00
|
|
|
770,302
|
|
|
18.81
|
|
Granted
|
44,002
|
|
|
17.55
|
|
|
—
|
|
|
—
|
|
|
44,002
|
|
|
17.55
|
|
Forfeited
|
(32,207
|
)
|
|
28.15
|
|
|
(513,500
|
)
|
|
15.00
|
|
|
(545,707
|
)
|
|
15.78
|
|
Vested
|
(156,272
|
)
|
|
25.25
|
|
|
—
|
|
|
—
|
|
|
(156,272
|
)
|
|
25.25
|
|
Outstanding at December 31, 2017
|
112,325
|
|
|
24.09
|
|
|
—
|
|
|
—
|
|
|
112,325
|
|
|
24.09
|
|
The estimated forfeiture rates applied to the Company’s service vesting restricted stock grants during the years ended
December 31, 2017
,
2016
and
2015
was
8.0%
. The aggregate fair value of restricted shares vested during
2017
,
2016
and
2015
was
$2.9 million
,
$7.7 million
, and
$14.2 million
, respectively. There are no longer any performance vesting restricted shares outstanding.
Restricted Stock Units:
During
2017
,
2016
and
2015
, the Company issued an aggregate of
825,000
,
244,160
and
984,850
restricted stock and performance vesting restricted stock units, respectively, to certain executives and other employees. The grant date fair value of these grants was approximately
$15.2 million
,
$8.0 million
and
$29.5 million
for
2017
,
2016
and
2015
, respectively. Restricted stock units have similar vesting characteristics as restricted stock but are not outstanding shares and do not have any voting or dividend rights. The Company records share-based compensation expense over the vesting period. At the time of vesting, a share of common stock representing each restricted stock unit vested will be issued by the Company.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
A summary of the Company’s unvested restricted stock unit grants and changes during the indicated years ended
December 31
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Vesting Restricted Stock Units
|
|
Performance Vesting Restricted Stock Units
|
|
Total Restricted Stock Units
|
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
Outstanding at January 1, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
285,550
|
|
|
29.78
|
|
|
699,300
|
|
|
30.04
|
|
|
984,850
|
|
|
29.97
|
|
Forfeited
|
|
(12,500
|
)
|
|
30.48
|
|
|
(66,600
|
)
|
|
30.04
|
|
|
(79,100
|
)
|
|
30.11
|
|
Vested
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outstanding at December 31, 2015
|
|
273,050
|
|
|
29.75
|
|
|
632,700
|
|
|
30.04
|
|
|
905,750
|
|
|
29.95
|
|
Granted
|
|
220,575
|
|
|
31.89
|
|
|
23,585
|
|
|
42.65
|
|
|
244,160
|
|
|
32.93
|
|
Forfeited
|
|
(7,700
|
)
|
|
29.44
|
|
|
—
|
|
|
—
|
|
|
(7,700
|
)
|
|
29.44
|
|
Vested
|
|
(60,204
|
)
|
|
29.57
|
|
|
—
|
|
|
—
|
|
|
(60,204
|
)
|
|
29.57
|
|
Outstanding at December 31, 2016
|
|
425,721
|
|
|
30.89
|
|
|
656,285
|
|
|
30.49
|
|
|
1,082,006
|
|
|
30.65
|
|
Granted
|
|
799,000
|
|
|
18.40
|
|
|
26,000
|
|
|
20.25
|
|
|
825,000
|
|
|
18.46
|
|
Forfeited
|
|
(95,001
|
)
|
|
25.75
|
|
|
(199,800
|
)
|
|
30.04
|
|
|
(294,801
|
)
|
|
28.66
|
|
Vested
|
|
(141,697
|
)
|
|
30.91
|
|
|
—
|
|
|
—
|
|
|
(141,697
|
)
|
|
30.91
|
|
Outstanding at December 31, 2017
|
|
988,023
|
|
|
21.29
|
|
|
482,485
|
|
|
30.13
|
|
|
1,470,508
|
|
|
24.19
|
|
The estimated forfeiture rates applied to the Company’s service vesting restricted stock unit grants during the years ended
December 31, 2017
,
2016
and
2015
was
8.0%
. The aggregate fair value of restricted stock units vested during
2017
and
2016
was
$2.7 million
and
$1.9 million
, respectively. The performance vesting restricted stock units are subject to performance measures that are currently not considered “probable” of attainment and as such, no compensation cost has been recorded for these units. The performance vesting restricted stock units are eligible to vest between
2018
and
2020
.
Share-based Compensation Expense:
Including performance-based equity awards, the Company had
$33.0 million
of total unrecognized compensation cost related to unvested stock options, unvested restricted stock and unvested restricted stock units as of
December 31, 2017
. Excluding the
$14.5 million
of unrecognized compensation cost related to unvested restricted stock units that are subject to performance measures that are currently not considered “probable” of attainment, unrecognized compensation cost is
$18.5 million
. No compensation expense is recognized for unvested restricted stock or unvested restricted stock units subject to performance measures that are not considered “probable” of attainment. Unrecognized compensation cost related to unvested stock options, unvested non-performance-based restricted stock and unvested non-performance-based restricted stock units is expected to be recognized over a weighted average period of
2.9
years.
The following table sets forth the gross share-based compensation cost resulting from stock options, unvested restricted stock and unvested restricted stock units that were recorded in the Company’s Consolidated Statements of Operations for the indicated years ended December 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
Cost of product revenue
|
|
$
|
294
|
|
|
$
|
320
|
|
|
$
|
254
|
|
Cost of service revenue
|
|
290
|
|
|
211
|
|
|
276
|
|
Research and development
|
|
3,759
|
|
|
3,113
|
|
|
3,770
|
|
Sales and marketing
|
|
2,432
|
|
|
3,710
|
|
|
3,047
|
|
General and administrative
|
|
4,074
|
|
|
3,797
|
|
|
4,006
|
|
Total share-based compensation expense
|
|
$
|
10,849
|
|
|
$
|
11,151
|
|
|
$
|
11,353
|
|
Employee Stock Purchase Plan (ESPP):
The Company’s non-compensatory employee stock purchase plan was discontinued in the third quarter of 2017. The maximum number of shares of the Company’s common stock that employees could acquire under the ESPP was
1,750,000
shares. Eligible employees were permitted to acquire shares of the Company’s common stock through payroll deductions not exceeding
15%
of base wages. The purchase price per share under the ESPP was
95%
of the
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
closing market price on the fourth business day after the end of each offering period. As of December 31, 2017, 2016 and 2015, an aggregate of
1,118,151
,
1,098,085
and
1,070,343
shares, respectively, had been issued under the ESPP.
NOTE 17 BENEFIT PLANS
401(k) Plan
For the three years ended
December 31, 2017
, the Company’s retirement plan covered substantially all U.S. employees and provided for voluntary salary deferral contributions on a pre-tax basis in accordance with Section 401(k) of the Internal Revenue Code of 1986, as amended. The Company matches a portion of employee contributions. The
2017, 2016 and 2015
Company match expense was
$3.0 million
,
$2.9 million
and
$2.6 million
, respectively.
Pension Plan
The Company’s German subsidiary maintains a defined benefit pension plan. At
December 31, 2017
, the excess of plan assets over the projected benefit obligation of
$2.0 million
was
$0.2 million
. At
December 31, 2016
, the excess of plan assets over the projected benefit obligation of
$2.0 million
was
$0.2 million
. Plan assets are invested in insurance policies payable to employees. Net pension expense was not material for any period. Contributions to the plan are not expected to be significant to the financial position of the Company.
NOTE 18 SEGMENT INFORMATION
The Company has the following reportable segments: Supercomputing, Storage and Data Management, Maintenance and Support, and Engineering Services and Other. The Company’s reportable segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, who is the Chief Operating Decision Maker, in determining how to allocate the Company’s resources and evaluate performance. The segments are determined based on several factors, including the Company’s internal operating structure, the manner in which the Company’s operations are managed, client base, similar economic characteristics and the availability of separate financial information.
Supercomputing
Supercomputing includes a suite of highly advanced, tightly integrated and cluster supercomputer systems which are used by large research and engineering centers in universities, government laboratories, and commercial institutions. Supercomputing also includes the ongoing maintenance of these systems as well as system analysts.
Storage and Data Management
Storage and Data Management offers Cray DataWarp and ClusterStor, as well as other third-party storage products and their ongoing maintenance as well as system analysts.
Maintenance and Support
Maintenance and Support provides ongoing maintenance of Cray supercomputers, big data storage and analytics systems, as well as system analysts.
Engineering Services and Other
Included within Engineering Services and Other are the Company’s analytics and artificial intelligence businesses and Custom Engineering.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents revenues and gross margin for the Company’s operating segments for the indicated years ended
December 31
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
Revenue:
|
|
|
|
|
|
|
Supercomputing
|
|
$
|
282,217
|
|
|
$
|
510,403
|
|
|
$
|
581,733
|
|
Storage and Data Management
|
|
63,620
|
|
|
89,438
|
|
|
112,862
|
|
Maintenance and Support
|
|
124,840
|
|
|
107,795
|
|
|
97,091
|
|
Engineering Services and Other
|
|
46,672
|
|
|
29,968
|
|
|
30,094
|
|
Elimination of inter-segment revenue
|
|
(124,840
|
)
|
|
(107,795
|
)
|
|
(97,091
|
)
|
Total revenue
|
|
$
|
392,509
|
|
|
$
|
629,809
|
|
|
$
|
724,689
|
|
|
|
|
|
|
|
|
Gross Profit:
|
|
|
|
|
|
|
Supercomputing
|
|
$
|
93,272
|
|
|
$
|
173,245
|
|
|
$
|
177,048
|
|
Storage and Data Management
|
|
20,288
|
|
|
34,125
|
|
|
37,181
|
|
Maintenance and Support
|
|
61,305
|
|
|
43,147
|
|
|
41,487
|
|
Engineering Services and Other
|
|
17,144
|
|
|
12,845
|
|
|
11,454
|
|
Elimination of inter-segment gross profit
|
|
(61,305
|
)
|
|
(43,147
|
)
|
|
(41,487
|
)
|
Total gross profit
|
|
$
|
130,704
|
|
|
$
|
220,215
|
|
|
$
|
225,683
|
|
Revenue and cost of revenue is the only discrete financial information the Company prepares for its segments. Other financial results or assets are not separated by segment.
The Company’s geographic operations outside the United States include sales and service offices in Europe and the Middle East, South America, Asia Pacific and Canada. The following data represents the Company’s revenue and long-lived assets for the United States and all other countries (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
|
All
Other
Countries
|
|
Total
|
For the year ended December 31, 2017:
|
|
|
|
|
|
|
Product revenue
|
|
$
|
159,279
|
|
|
$
|
90,916
|
|
|
$
|
250,195
|
|
Service revenue
|
|
$
|
96,406
|
|
|
$
|
45,908
|
|
|
$
|
142,314
|
|
Long-lived assets
|
|
$
|
48,989
|
|
|
$
|
28,009
|
|
|
$
|
76,998
|
|
For the year ended December 31, 2016:
|
|
|
|
|
|
|
Product revenue
|
|
$
|
251,317
|
|
|
$
|
248,115
|
|
|
$
|
499,432
|
|
Service revenue
|
|
$
|
88,208
|
|
|
$
|
42,169
|
|
|
$
|
130,377
|
|
Long-lived assets
|
|
$
|
39,933
|
|
|
$
|
36,555
|
|
|
$
|
76,488
|
|
For the year ended December 31, 2015:
|
|
|
|
|
|
|
Product revenue
|
|
$
|
373,494
|
|
|
$
|
227,800
|
|
|
$
|
601,294
|
|
Service revenue
|
|
$
|
88,956
|
|
|
$
|
34,439
|
|
|
$
|
123,395
|
|
Long-lived assets
|
|
$
|
39,014
|
|
|
$
|
23,238
|
|
|
$
|
62,252
|
|
Long-lived assets as of
December 31, 2017, 2016 and 2015
, included
$23.4 million
,
$31.1 million
and
$18.3 million
, respectively, of long-term investment in sales-type lease which was held by the Company’s United Kingdom subsidiary.
Revenue derived from the U.S. Government totaled approximately
$206.1 million
,
$296.9 million
and
$338.5 million
in
2017, 2016 and 2015
, respectively. In
2017
,
one
non-U.S. Government customer accounted for
11%
of total revenue. In
2016
,
one
non-U.S. Government customer accounted for
10%
of total revenue. In
2015
,
no
non-U.S. Government customers accounted for more than
10%
of total revenue. Revenue attributed to foreign countries is derived from sales to customers located outside the United States. In general, concentrations of revenue by customer encompass all segments. In
2017
, revenue in India accounted for
11%
of total revenue. In
2016
, revenue in the United Kingdom accounted for
17%
of total revenue. In
2015
, no foreign countries accounted for more than
10%
of total revenue.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
NOTE 19 RESEARCH AND DEVELOPMENT
Details for the Company’s net research and development expenses for the indicated years ended
December 31
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
Gross research and development expenses
|
|
$
|
141,289
|
|
|
$
|
130,006
|
|
|
$
|
126,060
|
|
Less: Amounts included in cost of revenue
|
|
(9,473
|
)
|
|
(12,621
|
)
|
|
(16,515
|
)
|
Less: Reimbursed research and development (excludes amounts in revenue)
|
|
(33,039
|
)
|
|
(5,255
|
)
|
|
(12,982
|
)
|
Net research and development expenses
|
|
$
|
98,777
|
|
|
$
|
112,130
|
|
|
$
|
96,563
|
|
NOTE 20 INTEREST INCOME (EXPENSE)
The detail of interest income (expense) for the indicated years ended
December 31
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
Interest income
|
|
$
|
3,386
|
|
|
$
|
2,120
|
|
|
$
|
1,465
|
|
Interest expense
|
|
(110
|
)
|
|
27
|
|
|
(57
|
)
|
Net interest income
|
|
$
|
3,276
|
|
|
$
|
2,147
|
|
|
$
|
1,408
|
|
Interest income is earned by the Company on cash and cash equivalents, investment balances and the investment in sales-type lease.
NOTE 21 RESTRUCTURING
In the third quarter of 2017, the Company implemented a restructuring plan intended to reduce the Company’s operating costs and better align its workforce with long-term business strategies. The restructuring plan involved reducing the Company’s workforce by approximately
190
employees, with the vast majority of such terminations effective in July 2017. For the year ended December 31, 2017, the Company recorded
$8.6 million
in expense in connection with the restructuring plan, primarily related to employee severance. The majority of the cash payments related to the restructuring charges were paid in 2017. The actions associated with the restructuring plan are expected to be completed by the end of the first half of 2018. Restructuring charges associated with the restructuring plan were included in restructuring on the company’s Consolidated Statements of Operations.
NOTE 22 QUARTERLY DATA (UNAUDITED)
The following table presents unaudited quarterly financial information for the two years ended
December 31, 2017
. In the opinion of management, this information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation thereof.
The operating results are not necessarily indicative of results for any future periods. Quarter-to-quarter comparisons should not be relied upon as indicators of future performance. The Company’s business is driven by a few significant contracts and, as a result, the Company’s operating results are subject to very large quarterly fluctuations. The Company’s earnings per share for the full year may not equal the sum of the four quarterly earnings per share amounts because of common share activity during the year.
CRAY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
2016
|
For the Quarter Ended
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
Revenue
|
|
$
|
59,031
|
|
|
$
|
87,135
|
|
|
$
|
79,700
|
|
|
$
|
166,643
|
|
|
$
|
105,549
|
|
|
$
|
100,235
|
|
|
$
|
77,451
|
|
|
$
|
346,574
|
|
Cost of revenue
|
|
35,222
|
|
|
58,792
|
|
|
51,208
|
|
|
116,583
|
|
|
65,587
|
|
|
64,074
|
|
|
53,850
|
|
|
226,083
|
|
Gross profit
|
|
23,809
|
|
|
28,343
|
|
|
28,492
|
|
|
50,060
|
|
|
39,962
|
|
|
36,161
|
|
|
23,601
|
|
|
120,491
|
|
Research and development, net
|
|
32,640
|
|
|
17,325
|
|
|
26,626
|
|
|
22,186
|
|
|
25,840
|
|
|
27,399
|
|
|
29,084
|
|
|
29,807
|
|
Sales and marketing
|
|
14,653
|
|
|
15,247
|
|
|
13,392
|
|
|
16,602
|
|
|
16,001
|
|
|
15,380
|
|
|
15,010
|
|
|
18,502
|
|
General and administrative
|
|
8,797
|
|
|
7,205
|
|
|
7,022
|
|
|
6,089
|
|
|
7,338
|
|
|
9,019
|
|
|
7,968
|
|
|
9,728
|
|
Restructuring
|
|
—
|
|
|
—
|
|
|
7,653
|
|
|
915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net income (loss)
|
|
(19,215
|
)
|
|
(6,840
|
)
|
|
(10,232
|
)
|
|
(97,542
|
)
|
|
(5,013
|
)
|
|
(13,126
|
)
|
|
(23,021
|
)
|
|
51,775
|
|
Net income (loss) per common share, basic
|
|
$
|
(0.48
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(2.42
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
1.30
|
|
Net income (loss) per common share, diluted
|
|
$
|
(0.48
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(2.42
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
1.27
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Cray Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Cray Inc. and Subsidiaries ("the Company") as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedule listed in the index at item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017 and 2016, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in
Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 15, 2018, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/S/ PETERSON SULLIVAN LLP
We have served as the Company’s auditor since 2005.
Seattle, Washington
February 15, 2018
Schedule II — Valuation and Qualifying Accounts(1)
December 31, 2017
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Balance at
Beginning
of Period
|
|
Charge to Expense
|
|
Deductions
(2)
|
|
Balance at
End of
Period
|
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
(78
|
)
|
|
$
|
19
|
|
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
19
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$
|
21
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
|
(1)
|
The Company does not have any warranty liabilities.
|
|
|
(2)
|
Deductions represent uncollectible accounts written off, net of recoveries.
|
Cray (NASDAQ:CRAY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cray (NASDAQ:CRAY)
Historical Stock Chart
From Apr 2023 to Apr 2024