falsedesktopFTNT2016-06-30000126203916000079{"tbl_sim": "https://q10k.com/tbl-sim", "search": "https://q10k.com/search"}{"q10k_tbl_0": "\t\tPage\n\tPart I\t3\nItem 1.\tFinancial Statements\t3\n\tCondensed Consolidated Balance Sheets as of June 30 2016 and December 31 2015\t3\n\tCondensed Consolidated Statements of Operations for the Three and Six Months Ended June 30 2016 and 2015\t4\n\tCondensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30 2016 and 2015\t5\n\tCondensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 2016 and 2015\t6\n\tNotes to Condensed Consolidated Financial Statements\t7\nItem 2.\tManagement's Discussion and Analysis of Financial Condition and Results of Operations\t27\nItem 3.\tQuantitative and Qualitative Disclosures about Market Risk\t41\nItem 4.\tControls and Procedures\t41\n\tPart II\t42\nItem 1.\tLegal Proceedings\t42\nItem 1A.\tRisk Factors\t42\nItem 2.\tUnregistered Sales of Equity Securities and Use of Proceeds\t65\nItem 6.\tExhibits\t65\n\tSignatures\t66\n", "q10k_tbl_1": "\tJune 30 2016\tDecember 31 2015\nASSETS\t\t\nCURRENT ASSETS:\t\t\nCash and cash equivalents\t596380\t543277\nShort-term investments\t388388\t348074\nAccounts receivable-net of reserves for sales returns and doubtful accounts of $10215 and $6228 at June 30 2016 and December 31 2015 respectively\t254379\t259563\nInventory\t81247\t83868\nPrepaid expenses and other current assets\t33490\t35761\nTotal current assets\t1353884\t1270543\nLONG-TERM INVESTMENTS\t237223\t272959\nDEFERRED TAX ASSETS\t180782\t119216\nPROPERTY AND EQUIPMENT-net\t125636\t91067\nOTHER INTANGIBLE ASSETS-net\t31488\t17640\nGOODWILL\t14235\t4692\nOTHER ASSETS\t16930\t14393\nTOTAL ASSETS\t1960178\t1790510\nLIABILITIES AND STOCKHOLDERS' EQUITY\t\t\nCURRENT LIABILITIES:\t\t\nAccounts payable\t56920\t61500\nAccrued liabilities\t32901\t33028\nAccrued payroll and compensation\t70787\t61111\nIncome taxes payable\t8161\t8379\nDeferred revenue\t563195\t514652\nTotal current liabilities\t731964\t678670\nDEFERRED REVENUE\t340786\t276651\nINCOME TAX LIABILITIES\t66304\t60624\nOTHER LIABILITIES\t16498\t19188\nTotal liabilities\t1155552\t1035133\nCOMMITMENTS AND CONTINGENCIES (Note 10)\t\t\nSTOCKHOLDERS' EQUITY:\t\t\nCommon stock $0.001 par value-300000 shares authorized; 172436 and 171399 shares issued and outstanding at June 30 2016 and December 31 2015 respectively\t172\t171\nAdditional paid-in capital\t744922\t687658\nAccumulated other comprehensive income (loss)\t724\t(933)\nRetained earnings\t58808\t68481\nTotal stockholders' equity\t804626\t755377\nTOTAL LIABILITIES AND STOCKHOLDERS' EQUITY\t1960178\t1790510\n", "q10k_tbl_2": "\tThree Months Ended\t\tSix Months Ended\t\nJune 30 2016\t\tJune 30 2015\tJune 30 2016\tJune 30 2015\nREVENUE:\t\t\t\t\nProduct\t136641\t114777\t261213\t212286\nService\t174750\t125008\t334754\t240385\nTotal revenue\t311391\t239785\t595967\t452671\nCOST OF REVENUE:\t\t\t\t\nProduct\t52788\t47397\t102101\t88765\nService\t31715\t22101\t60046\t44335\nTotal cost of revenue\t84503\t69498\t162147\t133100\nGROSS PROFIT:\t\t\t\t\nProduct\t83853\t67380\t159112\t123521\nService\t143035\t102907\t274708\t196050\nTotal gross profit\t226888\t170287\t433820\t319571\nOPERATING EXPENSES:\t\t\t\t\nResearch and development\t45502\t37389\t90256\t73205\nSales and marketing\t162694\t111928\t308797\t212537\nGeneral and administrative\t22184\t18018\t41623\t29979\nRestructuring charges\t553\t0\t881\t0\nTotal operating expenses\t230933\t167335\t441557\t315721\nOPERATING INCOME (LOSS)\t(4045)\t2952\t(7737)\t3850\nINTEREST INCOME\t1705\t1364\t3451\t2786\nOTHER EXPENSE-net\t(1350)\t(830)\t(2662)\t(1507)\nINCOME (LOSS) BEFORE INCOME TAXES\t(3690)\t3486\t(6948)\t5129\nPROVISION FOR (BENEFIT FROM) INCOME TAXES\t(2302)\t2694\t(7678)\t2777\nNET INCOME (LOSS)\t(1388)\t792\t730\t2352\nNet income (loss) per share (Note 8):\t\t\t\t\nBasic\t(0.01)\t0\t0\t0.01\nDiluted\t(0.01)\t0\t0\t0.01\nWeighted-average shares outstanding:\t\t\t\t\nBasic\t172075\t169930\t171910\t169009\nDiluted\t172075\t176234\t175360\t174983\n", "q10k_tbl_3": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nNet income (loss)\t(1388)\t792\t730\t2352\nOther comprehensive income (loss):\t\t\t\t\nUnrealized gains (losses) on investments\t662\t(822)\t2549\t63\nTax provision (benefit)\t232\t(287)\t892\t23\nOther comprehensive income (loss)-net of taxes\t430\t(535)\t1657\t40\nComprehensive income (loss)\t(958)\t257\t2387\t2392\n", "q10k_tbl_4": "\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\nCASH FLOWS FROM OPERATING ACTIVITIES:\t\t\nNet income\t730\t2352\nAdjustments to reconcile net income to net cash provided by operating activities:\t\t\nDepreciation and amortization\t21841\t13382\nAmortization of investment premiums\t2794\t3881\nStock-based compensation\t59249\t40525\nOther non-cash items-net\t1192\t1891\nChanges in operating assets and liabilities:\t\t\nAccounts receivable-net\t2022\t9523\nInventory\t(8019)\t(7917)\nDeferred tax assets\t(27120)\t(13072)\nPrepaid expenses and other current assets\t2442\t(3492)\nOther assets\t(2409)\t(513)\nAccounts payable\t(130)\t(8383)\nAccrued liabilities\t(6426)\t(228)\nAccrued payroll and compensation\t8679\t5670\nOther liabilities\t(2858)\t(1884)\nDeferred revenue\t111082\t97156\nIncome taxes payable\t5463\t10033\nNet cash provided by operating activities\t168532\t148924\nCASH FLOWS FROM INVESTING ACTIVITIES:\t\t\nPurchases of investments\t(230855)\t(229479)\nSales of investments\t7366\t22472\nMaturities of investments\t219131\t240625\nPurchases of property and equipment\t(44399)\t(15688)\nPayments made in connection with business acquisition net of cash acquired\t(20660)\t0\nNet cash provided by (used in) investing activities\t(69417)\t17930\nCASH FLOWS FROM FINANCING ACTIVITIES:\t\t\nProceeds from issuance of common stock\t22972\t42647\nTaxes paid related to net share settlement of equity awards\t(17358)\t(11362)\nRepurchase and retirement of common stock\t(50000)\t0\nPayments of debt assumed in connection with business acquisition\t(1626)\t0\nNet cash provided by (used in) financing activities\t(46012)\t31285\nNET INCREASE IN CASH AND CASH EQUIVALENTS\t53103\t198139\nCASH AND CASH EQUIVALENTS-Beginning of period\t543277\t283254\nCASH AND CASH EQUIVALENTS-End of period\t596380\t481393\nSUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:\t\t\nCash paid for income taxes-net\t13673\t10077\nNON-CASH INVESTING AND FINANCING ACTIVITIES:\t\t\nTransfers of evaluation units from inventory to property and equipment\t11449\t8923\nLiability for purchase of property and equipment and asset retirement obligations\t7617\t1359\nLiability incurred in connection with business acquisition\t1513\t0\n", "q10k_tbl_5": "\tThree Months Ended\t\n\tMarch 31 2016\t\n\tAs Reported\tAs Adjusted\nStatements of Operations:\t\t\nStock-based compensation expense\t30881\t28901\nBenefit from income taxes\t(1809)\t(5376)\nNet income (loss)\t(3429)\t2118\nNet income (loss) per share-Basic\t(0.02)\t0.01\nNet income (loss) per share-Diluted\t(0.02)\t0.01\nWeighted-average shares outstanding-Diluted\t171745\t174421\n", "q10k_tbl_6": "\tMarch 31 2016\t\n\tAs Reported\tAs Adjusted\nBalance Sheets:\t\t\nDeferred tax assets\t131696\t167625\nAdditional paid-in capital\t718849\t717671\nRetained earnings\t23089\t60196\n", "q10k_tbl_7": "\tJune 30 2016\t\t\t\n\tAmortized Cost\tUnrealized Gains\tUnrealized Losses\tFair Value\nCorporate debt securities\t415008\t948\t(78)\t415878\nCommercial paper\t68406\t5\t(3)\t68408\nMunicipal bonds\t52531\t81\t(1)\t52611\nCertificates of deposit and term deposits (1)\t19823\t0\t0\t19823\nU.S. government and agency securities\t68731\t160\t0\t68891\nTotal available-for-sale securities\t624499\t1194\t(82)\t625611\n", "q10k_tbl_8": "\tDecember 31 2015\t\t\t\n\tAmortized Cost\tUnrealized Gains\tUnrealized Losses\tFair Value\nCorporate debt securities\t438533\t30\t(1369)\t437194\nCommercial paper\t66263\t3\t(34)\t66232\nMunicipal bonds\t61050\t12\t(40)\t61022\nCertificates of deposit and term deposits (1)\t14897\t0\t0\t14897\nU.S. government and agency securities\t41727\t3\t(42)\t41688\nTotal available-for-sale securities\t622470\t48\t(1485)\t621033\n", "q10k_tbl_9": "\tJune 30 2016\t\t\t\t\t\n\tLess Than 12 Months\t\t12 Months or Greater\t\tTotal\t\n\tFair Value\tUnrealized Losses\tFair Value\tUnrealized Losses\tFair Value\tUnrealized Losses\nCorporate debt securities\t77153\t(36)\t40207\t(42)\t117360\t(78)\nCommercial paper\t6964\t(3)\t0\t0\t6964\t(3)\nMunicipal bonds\t4548\t(1)\t0\t0\t4548\t(1)\nTotal available-for-sale securities\t88665\t(40)\t40207\t(42)\t128872\t(82)\n", "q10k_tbl_10": "\tDecember 31 2015\t\t\t\t\t\n\tLess Than 12 Months\t\t12 Months or Greater\t\tTotal\t\n\tFair Value\tUnrealized Losses\tFair Value\tUnrealized Losses\tFair Value\tUnrealized Losses\nCorporate debt securities\t348534\t(1187)\t42033\t(182)\t390567\t(1369)\nCommercial paper\t31977\t(34)\t0\t0\t31977\t(34)\nMunicipal bonds\t41677\t(36)\t1008\t(4)\t42685\t(40)\nU.S. government and agency securities\t34703\t(42)\t0\t0\t34703\t(42)\nTotal available-for-sale securities\t456891\t(1299)\t43041\t(186)\t499932\t(1485)\n", "q10k_tbl_11": "\tJune 30 2016\tDecember 31 2015\nDue within one year\t388388\t348074\nDue within one to three years\t237223\t272959\nTotal\t625611\t621033\n", "q10k_tbl_12": "\tJune 30 2016\t\t\t\tDecember 31 2015\t\t\t\n\tAggregate Fair Value\tQuoted Prices in Active Markets For Identical Assets\tSignificant Other Observable Remaining Inputs\tSignificant Other Unobservable Remaining Inputs\tAggregate Fair Value\tQuoted Prices in Active Markets For Identical Assets\tSignificant Other Observable Remaining Inputs\tSignificant Other Unobservable Remaining Inputs\n\t\t(Level 1)\t(Level 2)\t(Level 3)\t\t(Level 1)\t(Level 2)\t(Level 3)\nAssets:\t\t\t\t\t\t\t\t\nCorporate debt securities\t415878\t0\t415878\t0\t437194\t0\t437194\t0\nCommercial paper\t78406\t0\t78406\t0\t69231\t0\t69231\t0\nMunicipal bonds\t52611\t0\t52611\t0\t61022\t0\t61022\t0\nCertificates of deposit and term deposits\t19823\t0\t19823\t0\t14897\t0\t14897\t0\nMoney market funds\t49231\t49231\t0\t0\t50030\t50030\t0\t0\nU.S. government and agency securities\t68891\t58869\t10022\t0\t41688\t25693\t15995\t0\nTotal\t684840\t108100\t576740\t0\t674062\t75723\t598339\t0\nReported as:\t\t\t\t\t\t\t\t\nCash equivalents\t59229\t\t\t\t53029\t\t\t\nShort-term investments\t388388\t\t\t\t348074\t\t\t\nLong-term investments\t237223\t\t\t\t272959\t\t\t\nTotal\t684840\t\t\t\t674062\t\t\t\n", "q10k_tbl_13": "\tJune 30 2016\tDecember 31 2015\nRaw materials\t17042\t15425\nFinished goods\t64205\t68443\nInventory\t81247\t83868\n", "q10k_tbl_14": "\tJune 30 2016\tDecember 31 2015\nLand\t31251\t21683\nBuilding and building improvements\t42060\t28841\nEvaluation units\t18299\t15784\nComputer equipment and software\t52907\t45632\nFurniture and fixtures\t10893\t8901\nConstruction-in-progress\t13681\t8106\nLeasehold improvements\t15554\t11179\nTotal property and equipment\t184645\t140126\nLess: accumulated depreciation\t(59009)\t(49059)\nProperty and equipment-net\t125636\t91067\n", "q10k_tbl_15": "Cash and cash equivalents\t171\nAccounts receivable\t1126\nPrepaid expenses and other assets\t430\nProperty and equipment\t203\nDeferred tax assets\t2977\nFinite-lived intangible assets\t15800\nIndefinite-lived intangible assets in process research and development\t1500\nGoodwill\t9543\nTotal assets acquired\t31750\nDeferred revenue\t4400\nAccounts payable and accrued liabilities\t3311\nOther liabilities\t1694\nTotal liabilities assumed\t9405\nTotal purchase price allocation\t22345\n", "q10k_tbl_16": "\tEstimated Useful Life (in years)\tFair Values\nDeveloped technologies\t4\t11600\nCustomer relationships\t3\t4000\nOther\t2\t200\nTotal\t\t15800\n", "q10k_tbl_17": "Cash and cash equivalents\t3268\nAccounts receivable\t8191\nInventory\t11610\nPrepaid expenses and other assets\t2409\nProperty and equipment\t920\nDeferred tax assets\t18585\nFinite-lived intangible assets\t19600\nGoodwill\t1868\nTotal assets acquired\t66451\nDeferred revenue\t9800\nAccounts payable and accrued liabilities\t14887\nTotal liabilities assumed\t24687\nTotal purchase price allocation\t41764\n", "q10k_tbl_18": "\tEstimated Useful Life (in years)\tFair Values\nCustomer relationships\t5\t12200\nDeveloped technologies\t4\t7200\nTrade name\t0.5\t200\nTotal\t\t19600\n", "q10k_tbl_19": "\tAmount\nBalance-December 31 2015\t4692\nAddition due to business acquisition\t9543\nBalance-June 30 2016\t14235\n", "q10k_tbl_20": "\tJune 30 2016\t\t\t\n\tWeighted-Average Useful Life (in Years)\tGross\tAccumulated Amortization\tNet\nOther intangible assets-net:\t\t\t\t\nFinite-lived intangible assets:\t\t\t\t\nCustomer relationships\t4.5\t16200\t3257\t12943\nDeveloped technologies and other\t3.8\t23184\t6139\t17045\n\t\t39384\t9396\t29988\nIndefinite-lived intangible assets:\t\t\t\t\nIn-process research and development\t\t1500\t0\t1500\nTotal other intangible assets-net\t\t40884\t9396\t31488\n", "q10k_tbl_21": "\tDecember 31 2015\t\t\t\n\tWeighted-Average Useful Life (in Years)\tGross\tAccumulated Amortization\tNet\nOther intangible assets-net:\t\t\t\t\nCustomer relationships\t5.0\t12200\t1220\t10980\nDeveloped technologies and other\t3.6\t11384\t4724\t6660\nTotal other intangible assets-net\t\t23584\t5944\t17640\n", "q10k_tbl_22": "\tAmount\nYears:\t\n2016 (remainder)\t6032\n2017\t8878\n2018\t7281\n2019\t5517\n2020\t2280\nTotal\t29988\n", "q10k_tbl_23": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nNumerator:\t\t\t\t\nNet income (loss)\t(1388)\t792\t730\t2352\nDenominator:\t\t\t\t\nBasic shares:\t\t\t\t\nWeighted-average common stock outstanding-basic\t172075\t169930\t171910\t169009\nDiluted shares:\t\t\t\t\nWeighted-average common stock outstanding-basic\t172075\t169930\t171910\t169009\nEffect of potentially dilutive securities:\t\t\t\t\nStock options\t0\t3720\t1796\t3779\nRSUs (including PSUs)\t0\t2521\t1580\t2131\nESPP\t0\t63\t74\t64\nWeighted-average shares used to compute diluted net income per share\t172075\t176234\t175360\t174983\nNet income (loss) per share:\t\t\t\t\nBasic\t(0.01)\t0\t0\t0.01\nDiluted\t(0.01)\t0\t0\t0.01\n", "q10k_tbl_24": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nStock options\t7058\t299\t1182\t274\nRSUs (including PSUs)\t10577\t414\t4715\t873\nESPP\t554\t0\t141\t84\n\t18189\t713\t6038\t1231\n", "q10k_tbl_25": "\tEmployee Severance and Other Benefits\tContract Terminations and Other Charges\tTotal\nBalance as of December 31 2015\t3689\t229\t3918\nCosts incurred\t837\t44\t881\nLess cash payments\t(2757)\t(171)\t(2928)\nLess non-cash charges\t(89)\t0\t(89)\nBalance as of June 30 2016\t1680\t102\t1782\n", "q10k_tbl_26": "\tTotal\t2016 (remainder)\t2017\t2018\t2019\t2020\tThereafter\nOperating lease commitments\t75975\t10984\t17146\t15004\t12595\t9598\t10648\nInventory purchase commitments\t86448\t86448\t0\t0\t0\t0\t0\nOther contractual commitments and open purchase orders\t52085\t44522\t3509\t1273\t927\t927\t927\nTotal\t214508\t141954\t20655\t16277\t13522\t10525\t11575\n", "q10k_tbl_27": "\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\nAccrued warranty balance-beginning of the period\t3144\t4269\nWarranty costs incurred\t(1481)\t(2059)\nProvision for warranty for the period\t718\t2294\nAdjustment related to pre-existing warranties\t(225)\t171\nAccrued warranty balance-end of the period\t2156\t4675\n", "q10k_tbl_28": "\tRestricted Stock Units Outstanding\t\n\tNumber of Shares\tWeighted-Average Grant Date Fair Value per Share\nBalance-December 31 2015\t9257\t32.97\nGranted\t3698\t25.92\nForfeited)\t(707\t32.24\nVested)\t(1752\t27.87\nBalance-June 30 2016\t10496\t31.22\n", "q10k_tbl_29": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nShares withheld for taxes\t247\t124\t590\t345\nAmount withheld for taxes\t8051\t4762\t17358\t11362\n", "q10k_tbl_30": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nExpected term in years\t4.3\t4.3\t4.3\t4.3\nVolatility%\t39\t38%\t39% - 43%\t38% - 40%\nRisk-free interest rate%\t1.2\t1.5%\t1.0% - 1.2%\t1.5%\nDividend rate%\t0\t-%\t-%\t-%\n", "q10k_tbl_31": "\tOptions Outstanding\t\t\t\n\tNumber of Shares\tWeighted- Average Exercise Price\tWeighted- Average Remaining Contractual Life (Years)\tAggregate Intrinsic Value\nBalance-December 31 2015\t6968\t20.03\t\t\nGranted\t1298\t24.77\t\t\nForfeited)\t(102\t37.49\t\t\nExercised)\t(1263\t8.18\t\t\nBalance-June 30 2016\t6901\t22.83\t3.33\t65715\nOptions exercisable-June 30 2016\t4821\t20.30\t2.09\t54924\n", "q10k_tbl_32": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nWeighted-average fair value per share granted\t10.92\t12.75\t8.90\t11.54\nIntrinsic value of options exercised\t6829\t22034\t26253\t63038\nFair value of options vested\t793\t2718\t2876\t6510\n", "q10k_tbl_33": "\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\nExpected term in years\t0.5\t0.5\nVolatility%\t48\t28%\nRisk-free interest rate%\t0.4\t0.1%\nDividend rate%\t0\t-%\n", "q10k_tbl_34": "\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\nWeighted-average fair value per share granted\t7.19\t7.56\nShares issued under the ESPP\t614\t427\nWeighted-average price per share issued\t20.49\t21.34\n", "q10k_tbl_35": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nCost of product revenue\t298\t210\t578\t350\nCost of service revenue\t2123\t1660\t4257\t3292\nResearch and development\t7458\t5541\t14601\t10698\nSales and marketing\t16990\t11271\t32805\t20578\nGeneral and administrative\t3478\t3078\t7008\t5764\nTotal stock-based compensation expense\t30347\t21760\t59249\t40682\n", "q10k_tbl_36": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nRSUs\t26799\t17386\t51902\t31678\nStock options\t1592\t3017\t3546\t6472\nESPP\t1956\t1357\t3801\t2532\nTotal stock-based compensation expense\t30347\t21760\t59249\t40682\n", "q10k_tbl_37": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nIncome tax benefit associated with stock-based compensation\t7416\t4266\t14737\t7643\n", "q10k_tbl_38": "\tThree Months Ended\t\tSix Months Ended\t\nRevenue\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nAmericas:\t\t\t\t\nUnited States\t80811\t71224\t156369\t129725\nCanada\t33782\t26191\t65087\t46649\nOther Americas\t18053\t11178\t31236\t23779\nTotal Americas\t132646\t108593\t252692\t200153\nEurope Middle East and Africa (\"EMEA\")\t114453\t83404\t219944\t159068\nAsia Pacific (\"APAC\")\t64292\t47788\t123331\t93450\nTotal revenue\t311391\t239785\t595967\t452671\n", "q10k_tbl_39": "Property and Equipment-net\tJune 30 2016\tDecember 31 2015\nAmericas:\t\t\nUnited States\t90457\t61064\nOther Americas\t10123\t8972\nTotal Americas\t100580\t70036\nEMEA:\t\t\nFrance\t14841\t13201\nOther EMEA\t6109\t3977\nTotal EMEA\t20950\t17178\nAPAC\t4106\t3853\nTotal property and equipment-net\t125636\t91067\n", "q10k_tbl_40": "\tThree Months Ended\t\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\tJune 30 2016\tJune 30 2015\nExclusive Networks Group%\t20\t17%\t20%\t17%\nIngram Micro%\t10\t*\t*\t*\n", "q10k_tbl_41": "\tJune 30 2016\t\t\n\tUnrealized Gains/Losses on Investments\tTax benefit (provision) related to items of other comprehensive income or loss\tTotal\nBeginning balance\t(1437)\t504\t(933)\nOther comprehensive income (loss) before reclassifications\t2552\t(893)\t1659\nAmounts reclassified from accumulated other comprehensive income (loss)\t(3)\t1\t(2)\nNet current-period other comprehensive income (loss)\t2549\t(892)\t1657\nEnding balance\t1112\t(388)\t724\n", "q10k_tbl_42": "\tBuy/Sell\tNotional\nBalance Sheet Contracts:\t\t\nCurrency-As of June 30 2016\t\t\nCAD\tSell\t7209\nCurrency-As of December 31 2015\t\t\nCAD\tSell\t7011\n", "q10k_tbl_43": "\tThree Months Ended Or As Of\t\n\tJune 30 2016\tJune 30 2015\n\t(in thousands)\t\nRevenue\t311391\t239785\nDeferred revenue\t903981\t657561\nBillings (Non-GAAP)\t373784\t297175\nCash cash equivalents and investments\t1221991\t1148371\nNet cash provided by operating activities\t67941\t84305\nFree cash flow (Non-GAAP)\t53498\t73544\n", "q10k_tbl_44": "\tThree Months Ended\t\nJune 30 2016\t\tJune 30 2015\n(in thousands)\t\t\nBillings:\t\t\nRevenue\t311391\t239785\nAdd increase in deferred revenue\t66793\t57390\nLess deferred revenue balance acquired in business acquisition\t(4400)\t0\nTotal billings (Non-GAAP)\t373784\t297175\n", "q10k_tbl_45": "\tThree Months Ended\t\nJune 30 2016\t\tJune 30 2015\n(in thousands)\t\t\nFree Cash Flow:\t\t\nNet cash provided by operating activities\t67941\t84305\nLess purchases of property and equipment\t(14443)\t(10761)\nFree cash flow (Non-GAAP)\t53498\t73544\n", "q10k_tbl_46": "\tThree Months Ended\t\t\t\t\t\nJune 30 2016\t\t\tJune 30 2015\t\t\t\nAmount\t\t% of Revenue\tAmount\t% of Revenue\tChange\t% Change\n(in thousands except percentages)\t\t\t\t\t\t\nRevenue:\t\t\t\t\t\t\nProduct\t136641\t44%\t114777\t48%\t21864\t19%\nService\t174750\t56\t125008\t52\t49742\t40\nTotal revenue\t311391\t100%\t239785\t100%\t71606\t30%\nRevenue by geography:\t\t\t\t\t\t\nAmericas\t132646\t43%\t108593\t45%\t24053\t22%\nEMEA\t114453\t36\t83404\t35\t31049\t37\nAPAC\t64292\t21\t47788\t20\t16504\t35\nTotal revenue\t311391\t100%\t239785\t100%\t71606\t30%\n", "q10k_tbl_47": "\tThree Months Ended\t\t\t\nJune 30 2016\t\tJune 30 2015\tChange\t% Change\n(in thousands except percentages)\t\t\t\t\nCost of revenue:\t\t\t\t\nProduct\t52788\t47397\t5391\t11%\nService\t31715\t22101\t9614\t44\nTotal cost of revenue\t84503\t69498\t15005\t22%\nGross margin (%):\t\t\t\t\nProduct\t61.4%\t58.7%\t2.7%\t\nService\t81.9\t82.3\t(0.4)\t\nTotal gross margin\t72.9%\t71.0%\t1.9%\t\n", "q10k_tbl_48": "\tThree Months Ended\t\t\t\tChange\t% Change\nJune 30 2016\t\t\tJune 30 2015\t\nAmount\t\t% of Revenue\tAmount\t% of Revenue\n(in thousands except percentages)\t\t\t\t\t\t\nOperating expenses:\t\t\t\t\t\t\nResearch and development\t45502\t15%\t37389\t16%\t8113\t22%\nSales and marketing\t162694\t52\t111928\t47\t50766\t45\nGeneral and administrative\t22184\t7\t18018\t8\t4166\t23\nRestructuring charges\t553\t0\t0\t0\t553\t*\nTotal operating expenses\t230933\t74%\t167335\t70%\t63598\t38%\n", "q10k_tbl_49": "\tThree Months Ended\t\t\t\nJune 30 2016\t\tJune 30 2015\tChange\t% Change\n(in thousands except percentages)\t\t\t\t\nInterest income\t1705\t1364\t341\t25%\nOther expense-net\t(1350)\t(830)\t(520)\t63\n", "q10k_tbl_50": "\tThree Months Ended\t\tChange\t% Change\nJune 30 2016\t\tJune 30 2015\n(in thousands except percentages)\t\t\t\t\nProvision for (benefit from) income taxes\t(2302)\t2694\t(4996)\t(185)%\nEffective tax rate (%)\t62%\t77%\t(15)%\t*\n", "q10k_tbl_51": "\tSix Months Ended\t\t\t\t\t\nJune 30 2016\t\t\tJune 30 2015\t\t\t\nAmount\t\t% of Revenue\tAmount\t% of Revenue\tChange\t% Change\n(in thousands except percentages)\t\t\t\t\t\t\nRevenue:\t\t\t\t\t\t\nProduct\t261213\t44%\t212286\t47%\t48927\t23%\nService\t334754\t56\t240385\t53\t94369\t39\nTotal revenue\t595967\t100%\t452671\t100%\t143296\t32%\nRevenue by geography:\t\t\t\t\t\t\nAmericas\t252692\t42%\t200153\t44%\t52539\t26%\nEMEA\t219944\t37\t159068\t35\t60876\t38\nAPAC\t123331\t21\t93450\t21\t29881\t32\nTotal revenue\t595967\t100%\t452671\t100%\t143296\t32%\n", "q10k_tbl_52": "\tSix Months Ended\t\t\t\nJune 30 2016\t\tJune 30 2015\tChange\t% Change\n(in thousands except percentages)\t\t\t\t\nCost of revenue:\t\t\t\t\nProduct\t102101\t88765\t13336\t15%\nService\t60046\t44335\t15711\t35\nTotal cost of revenue\t162147\t133100\t29047\t22%\nGross margin (%):\t\t\t\t\nProduct\t60.9%\t58.2%\t2.7%\t\nService\t82.1\t81.6\t0.5\t\nTotal gross margin\t72.8%\t70.6%\t2.2%\t\n", "q10k_tbl_53": "\tSix Months Ended\t\t\t\tChange\t% Change\nJune 30 2016\t\t\tJune 30 2015\t\nAmount\t\t% of Revenue\tAmount\t% of Revenue\n(in thousands except percentages)\t\t\t\t\t\t\nOperating expenses:\t\t\t\t\t\t\nResearch and development\t90256\t15%\t73205\t16%\t17051\t23%\nSales and marketing\t308797\t52\t212537\t47\t96260\t45\nGeneral and administrative\t41623\t7\t29979\t7\t11644\t39\nRestructuring charges\t881\t0\t0\t0\t881\t*\nTotal operating expenses\t441557\t74%\t315721\t70%\t125836\t40%\n", "q10k_tbl_54": "\tSix Months Ended\t\t\t\nJune 30 2016\t\tJune 30 2015\tChange\t% Change\n(in thousands except percentages)\t\t\t\t\nInterest income\t3451\t2786\t665\t24%\nOther expense-net\t(2662)\t(1507)\t(1155)\t77\n", "q10k_tbl_55": "\tSix Months Ended\t\tChange\t% Change\nJune 30 2016\t\tJune 30 2015\n(in thousands except percentages)\t\t\t\t\nProvision for (benefit from) income taxes\t(7678)\t2777\t(10455)\t(376)%\nEffective tax rate (%)\t111%\t54%\t57%\t*\n", "q10k_tbl_56": "\tAs of\t\n\tJune 30 2016\tDecember 31 2015\n\t(in thousands)\t\nCash and cash equivalents\t596380\t543277\nInvestments\t625611\t621033\nTotal cash cash equivalents and investments\t1221991\t1164310\nWorking capital (1)\t621920\t591873\n\tSix Months Ended\t\n\tJune 30 2016\tJune 30 2015\n\t(in thousands)\t\nCash provided by operating activities\t168532\t148924\nCash provided by (used in) investing activities\t(69417)\t17930\nCash provided by (used in) financing activities\t(46012)\t31285\nNet increase in cash and cash equivalents\t53103\t198139\n", "q10k_tbl_57": "31.1*\tCertification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002\n31.2*\tCertification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002\n32.1*\tCertifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002\n101.SCH*\tXBRL Taxonomy Extension Schema Document\n101.CAL*\tXBRL Taxonomy Extension Calculation Linkbase Document\n101.PRE*\tXBRL Taxonomy Extension Presentation Linkbase Document\n101.DEF*\tXBRL Taxonomy Extension Definition Linkbase Document\n101.LAB*\tXBRL Taxonomy Extension Label Linkbase Document\n101.INS*\tXBRL Instance Document\n"}{"bs": "q10k_tbl_1", "is": "q10k_tbl_2", "cf": "q10k_tbl_4"}None
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-34511
______________________________________
FORTINET, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Delaware
77-0560389
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
899 Kifer Road
Sunnyvale, California
94086
(Address of principal executive offices)
(Zip Code)
(408) 235-7700
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
(Do not check if smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of July 29, 2016, there were 172,687,823 shares of the registrant’s common stock outstanding.
(unaudited, in thousands, except per share amounts)
June 30, 2016
December 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
596,380
$
543,277
Short-term investments
388,388
348,074
Accounts receivable—net of reserves for sales returns and doubtful accounts of $10,215 and $6,228 at June 30, 2016 and December 31, 2015, respectively
254,379
259,563
Inventory
81,247
83,868
Prepaid expenses and other current assets
33,490
35,761
Total current assets
1,353,884
1,270,543
LONG-TERM INVESTMENTS
237,223
272,959
DEFERRED TAX ASSETS
180,782
119,216
PROPERTY AND EQUIPMENT—net
125,636
91,067
OTHER INTANGIBLE ASSETS—net
31,488
17,640
GOODWILL
14,235
4,692
OTHER ASSETS
16,930
14,393
TOTAL ASSETS
$
1,960,178
$
1,790,510
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
56,920
$
61,500
Accrued liabilities
32,901
33,028
Accrued payroll and compensation
70,787
61,111
Income taxes payable
8,161
8,379
Deferred revenue
563,195
514,652
Total current liabilities
731,964
678,670
DEFERRED REVENUE
340,786
276,651
INCOME TAX LIABILITIES
66,304
60,624
OTHER LIABILITIES
16,498
19,188
Total liabilities
1,155,552
1,035,133
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock, $0.001 par value—300,000 shares authorized; 172,436 and 171,399 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively
172
171
Additional paid-in capital
744,922
687,658
Accumulated other comprehensive income (loss)
724
(933
)
Retained earnings
58,808
68,481
Total stockholders’ equity
804,626
755,377
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
1,960,178
$
1,790,510
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Preparation—The unaudited condensed consolidated financial statements of Fortinet, Inc. and its wholly-owned subsidiaries (collectively, “we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information, as well as the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2015, contained in our Annual Report on Form 10-K (the “Form 10-K”) filed with the SEC on February 26, 2016. In the opinion of management, all adjustments, which includes normal recurring adjustments, considered necessary for a fair presentation have been included. All intercompany balances, transactions and cash flows have been eliminated. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results for the full year or for any future periods. The condensed consolidated balance sheet as of December 31, 2015 is derived from the audited consolidated financial statements for the year ended December 31, 2015.
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
There have been no material changes to our significant accounting policies as of and for the three and six months ended June 30, 2016, except for changes to our policy related to stock-based compensation expense. For more information, refer to the “Recently Adopted Accounting Standards.”
Recently Adopted Accounting Standards
In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09—Compensation—Stock Compensation—Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The new guidance changes the accounting for certain aspects of stock-based payments to employees and requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows us to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on our cash flows statement, and provides an accounting policy election to account for forfeitures as they occur. The new standard is effective for us beginning January 1, 2017, with early adoption permitted.
We elected to early adopt the new guidance in the second quarter of 2016. The primary impact of the adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital, as well as the adjustment in stock-based compensation expense as a result of our change in forfeiture policy. The new guidance eliminates the requirement to delay the recognition of excess tax benefits until it reduces current taxes payable. We adopted this change on a modified retrospective basis, and recorded unrecognized excess tax benefits amounting to $32.4 million as a cumulative-effect adjustment, which increased retained earnings on January 1, 2016. The new guidance also requires us to record, subsequent to the adoption, excess tax benefits and tax deficiencies in the period these arise. As a result, our provision for income taxes decreased by $3.6 million during the first quarter of 2016 and $2.6 million during the second quarter of 2016.
Under the new guidance, we have elected to change our policy and have started to recognize forfeitures of awards as they occur. The change in forfeiture policy was adopted using a modified retrospective transition method. We recorded a cumulative-effect adjustment to decrease retained earnings by $0.8 million upon transition on January 1, 2016 and a retrospective decrease of stock-based compensation of $2.0 million during the first quarter of 2016.
The amendment to the minimum statutory withholding tax requirements was adopted on a modified retrospective basis. The adoption had no impact on the January 1, 2016 retained earnings. In addition, we adopted the presentation of taxes paid related to net share settlement of equity awards as a financing activity on the statement of cash flows on a retrospective basis. Our adoption had no impact to any of the periods presented in our consolidated cash flows statements since such cash flows have historically been presented as a financing activity.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The adoption of ASU 2016-09 impacted our previously reported quarterly results for 2016, as well as our weighted average shares outstanding—diluted, as follows (in thousands, except for earnings per share):
Three Months Ended
March 31, 2016
As Reported
As Adjusted
Statements of Operations:
Stock-based compensation expense
$
30,881
$
28,901
Benefit from income taxes
$
(1,809
)
$
(5,376
)
Net income (loss)
$
(3,429
)
$
2,118
Net income (loss) per share—Basic
$
(0.02
)
$
0.01
Net income (loss) per share—Diluted
$
(0.02
)
$
0.01
Weighted-average shares outstanding—Diluted
171,745
174,421
March 31, 2016
As Reported
As Adjusted
Balance Sheets:
Deferred tax assets
$
131,696
$
167,625
Additional paid-in capital
$
718,849
$
717,671
Retained earnings
$
23,089
$
60,196
In September 2015, the FASB issued ASU 2015-16—Business Combinations—Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. We adopted ASU 2015-16 on January 1, 2016. The adoption of ASU 2015-16 did not have any impact on our consolidated financial statements.
Recent Accounting Standards Not Yet Effective
In February 2016, the FASB issued ASU 2016-02—Leases, which amends lease accounting requirements to begin recording assets and liabilities arising from leases on the balance sheet. The new guidance will also require significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. This new guidance will be effective for us beginning on January 1, 2019 using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. We expect our assets and liabilities to increase as a result of the adoption of this standard. We are currently evaluating the full impact ASU 2016-02 will have on our consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01—Financial Instruments—Overall—Recognition and Measurement of Financial Assets and Financial Liabilities, which modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. The practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value, and as such these investments may be measured at cost. ASU 2016-01 will be effective for us beginning on January 1, 2018. We do not expect the impact of ASU 2016-01 on our consolidated financial statements to be significant.
In July 2015, the FASB issued ASU 2015-11—Inventory—Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. ASU 2015-11 applies to entities that measure inventory using a method other than last-in, first-out or the retail inventory method
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(e.g., first-in, first-out or average cost). ASU 2015-11 will be effective for us beginning on January 1, 2017. We do not expect the impact of ASU 2015-11 on our consolidated financial statements to be significant.
In May 2014, the FASB issued ASU 2014-09—Revenue from Contracts with Customers, which creates a single, joint revenue standard that is consistent across all industries and markets for companies that prepare their financial statements in accordance with GAAP. Under ASU 2014-09, an entity is required to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services. In July 2015, the FASB decided to delay the effective date of the new revenue standard by one year. In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, which clarifies the implementation guidance on identifying performance obligations and licensing. In May 2016, the FASB issued ASU 2016-12—Revenue from Contracts with Customers—Narrow-scope Improvements and Practical Expedients, which amends the guidance on collectability, noncash consideration, presentation of sales tax and transition. These standards will be effective for us beginning on January 1, 2018, with the option to adopt earlier on January 1, 2017. We are currently evaluating the impact of these new standards on our consolidated financial statements.
2. FINANCIAL INSTRUMENTS AND FAIR VALUE
Our investments as of June 30, 2016 and December 31, 2015 were (in thousands):
June 30, 2016
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
Corporate debt securities
$
415,008
$
948
$
(78
)
$
415,878
Commercial paper
68,406
5
(3
)
68,408
Municipal bonds
52,531
81
(1
)
52,611
Certificates of deposit and term deposits (1)
19,823
—
—
19,823
U.S. government and agency securities
68,731
160
—
68,891
Total available-for-sale securities
$
624,499
$
1,194
$
(82
)
$
625,611
December 31, 2015
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
Corporate debt securities
$
438,533
$
30
$
(1,369
)
$
437,194
Commercial paper
66,263
3
(34
)
66,232
Municipal bonds
61,050
12
(40
)
61,022
Certificates of deposit and term deposits (1)
14,897
—
—
14,897
U.S. government and agency securities
41,727
3
(42
)
41,688
Total available-for-sale securities
$
622,470
$
48
$
(1,485
)
$
621,033
(1) The majority of our certificates of deposit and term deposits are foreign deposits.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The gross unrealized losses and the related fair values of our investments that have been in a continuous unrealized loss position as of June 30, 2016 and December 31, 2015 were (in thousands):
June 30, 2016
Less Than 12 Months
12 Months or Greater
Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Corporate debt securities
$
77,153
$
(36
)
$
40,207
$
(42
)
$
117,360
$
(78
)
Commercial paper
6,964
(3
)
—
—
6,964
(3
)
Municipal bonds
4,548
(1
)
—
—
4,548
(1
)
Total available-for-sale securities
$
88,665
$
(40
)
$
40,207
$
(42
)
$
128,872
$
(82
)
December 31, 2015
Less Than 12 Months
12 Months or Greater
Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Corporate debt securities
$
348,534
$
(1,187
)
$
42,033
$
(182
)
$
390,567
$
(1,369
)
Commercial paper
31,977
(34
)
—
—
31,977
(34
)
Municipal bonds
41,677
(36
)
1,008
(4
)
42,685
(40
)
U.S. government and agency securities
34,703
(42
)
—
—
34,703
(42
)
Total available-for-sale securities
$
456,891
$
(1,299
)
$
43,041
$
(186
)
$
499,932
$
(1,485
)
The contractual maturities of our investments as of June 30, 2016 and December 31, 2015 were (in thousands):
June 30, 2016
December 31, 2015
Due within one year
$
388,388
$
348,074
Due within one to three years
237,223
272,959
Total
$
625,611
$
621,033
Available-for-sale securities are reported at fair value, with unrealized gains and losses, net of tax, included as a separate component of stockholders’ equity and in total comprehensive income. Realized gains and losses on available-for-sale securities are insignificant in the periods presented and are included in Other expense—net in our condensed consolidated statements of operations. We use the specific identification method to determine the cost basis of investments sold.
The unrealized losses on our available-for-sale securities were caused by fluctuations in market value and interest rates as a result of the economic environment. As the decline in market value are attributable to changes in market conditions and not credit quality, and because we have concluded currently that we neither intend to sell nor is it more likely than not that we will be required to sell these investments prior to a recovery of par value, we do not consider these investments to be other-than temporarily impaired as of June 30, 2016.
Fair Value Accounting—We apply the following fair value hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Level 3—Unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.
We measure the fair value of money market funds and certain U.S. government and agency securities using quoted prices in active markets for identical assets. The fair value of all other financial instruments was based on quoted prices for similar assets in active markets, or model driven valuations using significant inputs derived from or corroborated by observable market data.
We classify investments within Level 1 if quoted prices are available in active markets for identical securities.
We classify items within Level 2 if the investments are valued using model driven valuations using observable inputs such as quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Investments are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models.
Fair Value of Financial Instruments
Assets Measured at Fair Value on a Recurring Basis
The fair values of our financial assets measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 were (in thousands):
June 30, 2016
December 31, 2015
Aggregate
Fair
Value
Quoted
Prices in
Active
Markets For
Identical
Assets
Significant
Other
Observable
Remaining
Inputs
Significant
Other
Unobservable
Remaining
Inputs
Aggregate
Fair
Value
Quoted
Prices in
Active
Markets For
Identical
Assets
Significant
Other
Observable
Remaining
Inputs
Significant
Other
Unobservable
Remaining
Inputs
(Level 1)
(Level 2)
(Level 3)
(Level 1)
(Level 2)
(Level 3)
Assets:
Corporate debt securities
$
415,878
$
—
$
415,878
$
—
$
437,194
$
—
$
437,194
$
—
Commercial paper
78,406
—
78,406
—
69,231
—
69,231
—
Municipal bonds
52,611
—
52,611
—
61,022
—
61,022
—
Certificates of deposit and term deposits
19,823
—
19,823
—
14,897
—
14,897
—
Money market funds
49,231
49,231
—
—
50,030
50,030
—
—
U.S. government and agency securities
68,891
58,869
10,022
—
41,688
25,693
15,995
—
Total
$
684,840
$
108,100
$
576,740
$
—
$
674,062
$
75,723
$
598,339
$
—
Reported as:
Cash equivalents
$
59,229
$
53,029
Short-term investments
388,388
348,074
Long-term investments
237,223
272,959
Total
$
684,840
$
674,062
There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the six months ended June 30, 2016.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
3. INVENTORY
Our inventory as of June 30, 2016 and December 31, 2015 consisted of (in thousands):
June 30, 2016
December 31, 2015
Raw materials
$
17,042
$
15,425
Finished goods
64,205
68,443
Inventory
$
81,247
$
83,868
Inventory includes finished goods held by distributors where revenue is recognized on a sell-through basis of $1.7 million and $1.1 million as of June 30, 2016 and December 31, 2015, respectively. Inventory also includes materials at contract manufacturers of $5.5 million and $4.9 million as of June 30, 2016 and December 31, 2015, respectively.
4. PROPERTY AND EQUIPMENT—net
Our property and equipment—net as of June 30, 2016 and December 31, 2015 consisted of (in thousands):
June 30, 2016
December 31, 2015
Land
$
31,251
$
21,683
Building and building improvements
42,060
28,841
Evaluation units
18,299
15,784
Computer equipment and software
52,907
45,632
Furniture and fixtures
10,893
8,901
Construction-in-progress
13,681
8,106
Leasehold improvements
15,554
11,179
Total property and equipment
184,645
140,126
Less: accumulated depreciation
(59,009
)
(49,059
)
Property and equipment—net
$
125,636
$
91,067
Depreciation expense was $9.0 million and $6.8 million during the three months ended June 30, 2016 and June 30, 2015, respectively. Depreciation expense was $18.4 million and $12.8 million during the six months ended June 30, 2016 and June 30, 2015, respectively.
5. INVESTMENTS IN PRIVATELY-HELD COMPANIES
Our investments in the equity securities of three privately-held companies totaled $10.3 million as of June 30, 2016 and December 31, 2015. Each of these investments are accounted for as cost-basis investments, as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the respective entities. These investments are carried at historical cost and are recorded as Other assets on our condensed consolidated balance sheet and would be measured at fair value if indicators of impairment exist. As of June 30, 2016, no events have occurred that would adversely affect the carrying value of these investments.
We determined that we had a variable interest in these privately-held companies. However, we determined that we were not the primary beneficiary as we did not have the power to direct their activities that most significantly affect their economic performance. The variable interest entities were not required to be consolidated in our condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
6. BUSINESS COMBINATIONS
AccelOps, Inc.
On June 7, 2016, we completed our acquisition of AccelOps, Inc., (“AccelOps”), a provider of network security monitoring and analytics solutions for total cash consideration of $22.3 million, of which $20.7 million was paid as of June 30, 2016 and the remaining balance was recorded as a current liability in the consolidated balance sheet as of June 30, 2016. We believe this acquisition will extend the Fortinet Security Fabric (as defined below) by enhancing our network security visibility, security data analytics, and threat intelligence across multi-vendor solutions.
The acquisition of AccelOps is accounted as a business combination in accordance with the Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805”) issued by the FASB. We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. We included acquisition-related costs of $0.3 million in general and administrative expenses. The total purchase price was allocated to AccelOps’ identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The total purchase price was allocated using the information currently available. As a result, we may continue to adjust the estimated purchase price allocation as and when additional information is available. The acquisition also included a contingent obligation for up to $4.0 million in future earn out payments to certain stockholders of AccelOps, if specified future financial targets are met for the three and six months period ended June 30, 2016 and December 31, 2016. The financial target for the three months period ended June 30, 2016 was not met. As of June 30, 2016, no fair value was assigned to the contingent consideration based on the estimated probability of attainment of the remaining target. We will remeasure the contingent consideration periodically during the six-month contingency period for the remaining target, with changes in fair value to be recorded in our consolidated statements of operations.
Total preliminary allocation of the purchase price was (in thousands):
Cash and cash equivalents
$
171
Accounts receivable
1,126
Prepaid expenses and other assets
430
Property and equipment
203
Deferred tax assets
2,977
Finite-lived intangible assets
15,800
Indefinite-lived intangible assets in process research and development
1,500
Goodwill
9,543
Total assets acquired
31,750
Deferred revenue
4,400
Accounts payable and accrued liabilities
3,311
Other liabilities
1,694
Total liabilities assumed
9,405
Total purchase price allocation
$
22,345
Finite-lived intangible assets consist of developed technology, customer relationships, and other. AccelOps’ technology provides a software solution to manage security, performance and compliance from a single platform. The acquired developed technologies include software patents, know-how, process and designs. The value of customer relationships is attributable to the generation of a consistent income source and the avoidance of costs associated with creating new customer relationships.
Indefinite-lived intangible assets consist of in-process research and development, which will begin to be amortized upon completion of development.
The estimated useful life and fair values of the acquired finite-lived intangible assets were as follows (in thousands, except for estimated useful life):
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Estimated Useful Life (in years)
Fair Values
Developed technologies
4
$
11,600
Customer relationships
3
4,000
Other
2
200
Total
$
15,800
The developed technologies and other are amortized on a straight-line basis. The amortization expense of developed technologies and other are recorded in cost of product revenue. The amortization expense of customer relationships is amortized on an accelerated basis and is recorded in sales and marketing expenses.
The goodwill of $9.5 million represents the amount of the purchase price in excess of the fair value of the net tangible liabilities assumed and intangible assets acquired, including AccelOps’ assembled workforce. The goodwill recorded as part of the AccelOps acquisition is not deductible for U.S. federal income tax purposes. The financial results of this acquisition are considered immaterial for purposes of pro forma financial disclosures.
Meru Networks, Inc.
On July 8, 2015, we completed our acquisition of Meru Networks, Inc. (“Meru”), a provider of Wi-Fi networking products and services.
In connection with the acquisition, we paid $41.8 million, comprised of cash consideration of $40.9 million, withholding tax liability of $0.4 million and $0.5 million in estimated fair value associated with restricted stock units (“RSUs”) of Meru that were converted for 53,401 shares of our common stock.
We accounted for this transaction as a business combination. In 2015, we included acquisition-related costs of $1.7 million in general and administrative expenses. The total purchase price was allocated to Meru’s identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.
Total allocation of the purchase price was as follows (in thousands):
Cash and cash equivalents
$
3,268
Accounts receivable
8,191
Inventory
11,610
Prepaid expenses and other assets
2,409
Property and equipment
920
Deferred tax assets
18,585
Finite-lived intangible assets
19,600
Goodwill
1,868
Total assets acquired
66,451
Deferred revenue
9,800
Accounts payable and accrued liabilities
14,887
Total liabilities assumed
24,687
Total purchase price allocation
$
41,764
The goodwill of $1.9 million represents the premium we paid over the fair value of the net tangible liabilities assumed and identified intangible assets acquired, due primarily to Meru’s assembled workforce. The goodwill recorded as part of the Meru acquisition is not deductible for U.S. federal income tax purposes.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Intangible assets consist primarily of customer relationships and developed technologies. Customer relationships represent Meru’s installed base and the ability to sell existing, in-process and future versions of our products and services to its existing customers. Developed technologies represent the virtualized wireless local area network solutions offering centralized coordination and control of various access points on the network. This includes patented and unpatented technology, know-how, processes, designs and computer software. The estimated useful life and fair values of the acquired identifiable intangible assets were as follows (in thousands, except for estimated useful life):
Estimated Useful Life (in years)
Fair Values
Customer relationships
5
$
12,200
Developed technologies
4
7,200
Trade name
0.5
200
Total
$
19,600
Customer relationships and trade name are amortized and the amortization expense is recorded in sales and marketing expenses in the condensed consolidated statement of operations. Developed technologies is amortized and the amortization expense is recorded in cost of product revenue in the condensed consolidated statement of operations.
7. GOODWILL AND OTHER INTANGIBLE ASSETS—net
Goodwill
Changes in the carrying amount of goodwill were (in thousands):
Amount
Balance—December 31, 2015
$
4,692
Addition due to business acquisition
9,543
Balance—June 30, 2016
$
14,235
There were no impairments to goodwill during the three and six months ended June 30, 2016.
Other Intangible Assets—net
Other intangible assets—net as of June 30, 2016 and December 31, 2015 were (in thousands):
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2015
Weighted-Average Useful Life (in Years)
Gross
Accumulated Amortization
Net
Other intangible assets—net:
Customer relationships
5.0
$
12,200
$
1,220
$
10,980
Developed technologies and other
3.6
11,384
4,724
6,660
Total other intangible assets—net
$
23,584
$
5,944
$
17,640
Amortization expense was $2.3 million and $0.3 million during the three months ended June 30, 2016 and June 30, 2015, respectively. Amortization expense was $3.5 million and $0.5 million during the six months ended June 30, 2016 and June 30, 2015, respectively. The following table summarizes estimated future amortization expense of Other intangible assets—net with finite lives (in thousands):
Amount
Years:
2016 (remainder)
$
6,032
2017
8,878
2018
7,281
2019
5,517
2020
2,280
Total
$
29,988
8. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding, plus the dilutive effects of stock options, RSUs including performance stock units (“PSUs”), and our employee stock purchase plan (“ESPP”). Dilutive shares of common stock are determined by applying the treasury stock method.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows (in thousands, except per share amounts):
Three Months Ended
Six Months Ended
June 30, 2016
June 30, 2015
June 30, 2016
June 30, 2015
Numerator:
Net income (loss)
$
(1,388
)
$
792
$
730
$
2,352
Denominator:
Basic shares:
Weighted-average common stock outstanding-basic
172,075
169,930
171,910
169,009
Diluted shares:
Weighted-average common stock outstanding-basic
172,075
169,930
171,910
169,009
Effect of potentially dilutive securities:
Stock options
—
3,720
1,796
3,779
RSUs (including PSUs)
—
2,521
1,580
2,131
ESPP
—
63
74
64
Weighted-average shares used to compute diluted net income per share
172,075
176,234
175,360
174,983
Net income (loss) per share:
Basic
$
(0.01
)
$
—
$
—
$
0.01
Diluted
$
(0.01
)
$
—
$
—
$
0.01
The following potentially dilutive shares of common stock were excluded from the computation of diluted net income (loss) per share for the periods presented, as their effect would have been antidilutive (in thousands):
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
9. RESTRUCTURING CHARGES
The following table provides a summary of restructuring activity as of June 30, 2016 (in thousands):
Employee Severance and Other Benefits
Contract Terminations and Other Charges
Total
Balance as of December 31, 2015
$
3,689
$
229
$
3,918
Costs incurred
837
44
881
Less cash payments
(2,757
)
(171
)
(2,928
)
Less non-cash charges
(89
)
—
(89
)
Balance as of June 30, 2016
$
1,680
$
102
$
1,782
2015 Meru Restructuring
In connection with the acquisition of Meru, we initiated planned cost reduction and restructuring activities to improve our cost structure and operational efficiencies starting in the third quarter of 2015. We estimate that we will incur approximately $8.0 million of restructuring charges, consisting of severance and other benefits, contract terminations and other charges. We did not incur any material restructuring charges during the three and six months ended June 30, 2016. To date, we have incurred $7.8 million of charges related to this restructuring. These charges are primarily related to severance payments to be paid in cash and are included in operating expense in the condensed consolidated statements of operations of the period when incurred.
Cash payments for the restructuring activities are expected to be paid through 2017, primarily relating to severance payments. The remaining restructuring reserve balance of $1.5 million is included in accrued liabilities on the condensed consolidated balance sheet as of June 30, 2016.
2016 AccelOps Restructuring
In connection with the acquisition of AccelOps, we initiated alignment activities in the second quarter of 2016. We estimate that we will incur approximately $0.7 million of restructuring charges, primarily consisting of severance and other benefits, all of which were incurred during the three and six months ended June 30, 2016, which are included in operating expense in the condensed consolidated statements of operations.
Cash payments for the restructuring activities are expected to be made in 2016, primarily relating to severance payments. The remaining restructuring reserve accrual of $0.2 million is included in accrued liabilities on the condensed consolidated balance sheet as of June 30, 2016.
10. COMMITMENTS AND CONTINGENCIES
Our future principal contractual obligations as of June 30, 2016 were (in thousands):
Total
2016 (remainder)
2017
2018
2019
2020
Thereafter
Operating lease commitments
$
75,975
$
10,984
$
17,146
$
15,004
$
12,595
$
9,598
$
10,648
Inventory purchase commitments
86,448
86,448
—
—
—
—
—
Other contractual commitments and open purchase orders
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Operating Leases—We lease certain facilities under various non-cancelable operating leases, which expire through 2026. Certain leases require us to pay variable costs such as taxes, maintenance, and insurance. The terms of certain operating leases also provide for renewal options and escalation clauses. Rent expense was $4.6 million and $2.9 million during the three months ended June 30, 2016 and June 30, 2015, respectively. Rent expense was $8.5 million and $6.0 million during the six months ended June 30, 2016 and June 30, 2015, respectively. Rent expense is recognized using the straight-line method over the term of the lease.
Inventory Purchase Commitments—Our independent contract manufacturers procure components and build our products based on our forecasts. These forecasts are based on estimates of future demand for our products, which are in turn based on historical trends and an analysis from our sales and marketing organizations, adjusted for overall market conditions. In order to reduce manufacturing lead times and plan for adequate component supply, we may issue purchase orders to some of our independent contract manufacturers which may not be cancelable. As of June 30, 2016, we had $86.4 million of open purchase orders with our independent contract manufacturers that may not be cancelable.
Other Contractual Commitments and Open Purchase Orders—In addition to commitments with contract manufacturers, we have open purchase orders and contractual obligations in the ordinary course of business for which we have not received goods or services. As of June 30, 2016, we had $52.1 million in other contractual commitments that may not be cancelable.
Warranties—Accrued warranty activities are summarized as follows (in thousands):
Six Months Ended
June 30, 2016
June 30, 2015
Accrued warranty balance—beginning of the period
$
3,144
$
4,269
Warranty costs incurred
(1,481
)
(2,059
)
Provision for warranty for the period
718
2,294
Adjustment related to pre-existing warranties
(225
)
171
Accrued warranty balance—end of the period
$
2,156
$
4,675
Litigation—We are involved in disputes, litigation, and other legal actions. For lawsuits where we are the defendant, we are in the process of defending these litigation matters, and while there can be no assurances and the outcome of these matters is currently not determinable, we currently believe that there are no existing claims or proceedings that are likely to have a material adverse effect on our financial position. There are many uncertainties associated with any litigation and these actions or other third-party claims against us may cause us to incur costly litigation fees, including contingent legal fees with related parties, costs and substantial settlement charges, and possibly subject us to damages and other penalties. In addition, the resolution of any intellectual property litigation may require us to make royalty payments, which could adversely affect our gross margins in future periods. If any of those events were to occur, our business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from our estimates, if any, which could result in the need to adjust the liability and record additional expenses. We have not recorded any significant accrual for loss contingencies associated with such legal proceedings; determined that a significant unfavorable outcome is probable or reasonably possible; or determined that the amount or range of any possible significant loss is reasonably estimable.
Indemnification—Under the indemnification provisions of our standard sales contracts, we agree to defend our customers against third-party claims asserting various allegations such as product defects and infringement of certain intellectual property rights, which may include patents, copyrights, trademarks or trade secrets, and to pay judgments entered on such claims. In some contracts, our exposure under these indemnification provisions is limited by the terms of the contracts to certain defined limits, such as the total amount paid by our customer under the agreement. However, certain agreements include covenants, penalties and indemnification provisions including and beyond indemnification for third-party claims of intellectual property infringement and that could potentially expose us to losses in excess of the amount received under the agreement, and in some instances to potential liability that is not contractually limited. To date, there have been no awards under such indemnification provisions.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
11. STOCKHOLDERS’ EQUITY
Stock-Based Compensation Plans
We have stock-based compensation plans pursuant to which we have granted stock options and RSUs and PSUs. We also have an ESPP for all eligible employees. As of June 30, 2016, there were a total of 45,162,348 shares of common stock available for grant under our stock-based compensation plans.
Restricted Stock Units
The activity and related information for RSUs, including PSUs, was (in thousands, except per share amounts):
Restricted Stock Units Outstanding
Number of Shares
Weighted-Average Grant Date Fair Value per Share
Balance—December 31, 2015
9,257
$
32.97
Granted
3,698
25.92
Forfeited
(707
)
32.24
Vested
(1,752
)
27.87
Balance—June 30, 2016
10,496
$
31.22
As of June 30, 2016, total compensation expense related to unvested RSUs, including PSUs, that were granted to employees and non-employees, but not yet recognized, was $279.3 million. This expense is expected to be amortized on a straight-line basis over a weighted-average vesting period of 2.94 years. We did not grant any PSUs during the three and six months ended June 30, 2016. The stock-based compensation expense related to PSU awards is not material.
RSUs settle into shares of common stock upon vesting. Upon the vesting of the RSUs, we net-settle the RSUs and withhold a portion of the shares to satisfy minimum statutory employee withholding taxes. Total payment for the employees’ tax obligations to the taxing authorities is reflected as a financing activity within the condensed consolidated statements of cash flows.
The number of shares and amount withheld for employee taxes were (in thousands):
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Employee Stock Options
The weighted-average assumptions relating to our employee stock options were:
Three Months Ended
Six Months Ended
June 30, 2016
June 30, 2015
June 30, 2016
June 30, 2015
Expected term in years
4.3
4.3
4.3
4.3
Volatility
39
%
38
%
39% - 43%
38% - 40%
Risk-free interest rate
1.2
%
1.5
%
1.0% - 1.2%
1.5
%
Dividend rate
—
%
—
%
—
%
—
%
The stock option activity and related information was (in thousands, except exercise prices and contractual life):
Options Outstanding
Number
of Shares
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
Balance—December 31, 2015
6,968
$
20.03
Granted
1,298
$
24.77
Forfeited
(102
)
$
37.49
Exercised
(1,263
)
$
8.18
Balance—June 30, 2016
6,901
$
22.83
3.33
65,715
Options exercisable—June 30, 2016
4,821
$
20.30
2.09
$
54,924
The aggregate intrinsic value represents the pre-tax difference between the exercise price of stock options and the quoted market price of our common stock on June 30, 2016, for all in-the-money options. As of June 30, 2016, total compensation expense related to unvested stock options granted to employees but not yet recognized was $18.0 million. This expense is expected to be amortized on a straight-line basis over a weighted-average period of 3.2 years.
Additional information related to our stock options is summarized below (in thousands, except per share amounts):