Fortinet, Inc.
FORTINET INC (Form: 10-Q, Received: 05/01/2015 17:16:18)
Table of Contents

 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
  FORM 10-Q  
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
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 Web site, 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 April 24, 2015 , there were 169,563,012 shares of the registrant’s common stock outstanding.




FORTINET, INC.
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended March 31, 2015
Table of Contents
 
 
 
 
 
 
Page
 
 
 
 
Part I
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Part II
 
 
 
 
 


 


Table of Contents

Part I

Item 1. Financial Statements
FORTINET, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except per share amounts)
 
 
March 31,
2015
 
December 31,
2014
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
386,352

 
$
283,254

Short-term investments
417,605

 
436,766

Accounts receivable—Net of sales returns reserve and allowance for doubtful accounts of $4,882 and $6,204 as of March 31, 2015 and December 31, 2014, respectively
161,854

 
184,741

Inventory
72,060

 
69,477

Deferred tax assets
41,175

 
41,484

Prepaid expenses and other current assets
32,757

 
31,143

Total current assets
1,111,803

 
1,046,865

LONG-TERM INVESTMENTS
268,608

 
271,724

PROPERTY AND EQUIPMENT—Net
63,487

 
58,919

DEFERRED TAX ASSETS
38,998

 
31,080

GOODWILL
2,824

 
2,824

OTHER INTANGIBLE ASSETS—Net
2,559

 
2,832

OTHER ASSETS
10,024

 
10,530

TOTAL ASSETS
$
1,498,303

 
$
1,424,774

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
40,164

 
$
49,947

Accrued liabilities
25,873

 
29,016

Accrued payroll and compensation
42,727

 
45,875

Income taxes payable
3,343

 
2,689

Deferred revenue
406,526

 
368,929

Total current liabilities
518,633

 
496,456

DEFERRED REVENUE
193,645

 
189,828

INCOME TAXES PAYABLE
50,280

 
45,139

OTHER LIABILITIES
15,998

 
17,385

Total liabilities
778,556

 
748,808

COMMITMENTS AND CONTINGENCIES (Note 8)


 


STOCKHOLDERS’ EQUITY:
 
 
 
Common stock, $0.001 par value — 300,000 shares authorized; 169,247 and 166,443 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
169

 
166

Additional paid-in capital
604,147

 
562,504

Accumulated other comprehensive income (loss)
226

 
(349
)
Retained earnings
115,205

 
113,645

Total stockholders’ equity
719,747

 
675,966

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
1,498,303

 
$
1,424,774

See notes to condensed consolidated financial statements.


3


FORTINET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
 
 
 Three Months Ended
March 31,
2015
 
March 31,
2014
REVENUE:
 
 
 
Product
$
97,509

 
$
76,765

Service
115,377

 
92,184

Total revenue
212,886

 
168,949

COST OF REVENUE:
 
 
 
Product
41,368

 
32,139

Service
22,234

 
18,604

Total cost of revenue
63,602

 
50,743

GROSS PROFIT:
 
 
 
Product
56,141

 
44,626

Service
93,143

 
73,580

Total gross profit
149,284

 
118,206

OPERATING EXPENSES:
 
 
 
Research and development
35,816

 
29,055

Sales and marketing
100,609

 
67,326

General and administrative
11,961

 
9,010

Total operating expenses
148,386

 
105,391

OPERATING INCOME
898

 
12,815

INTEREST INCOME
1,422

 
1,333

OTHER EXPENSE—Net
(677
)
 
(389
)
INCOME BEFORE INCOME TAXES
1,643

 
13,759

PROVISION FOR INCOME TAXES
83

 
5,366

NET INCOME
$
1,560

 
$
8,393

Net income per share (Note 6):
 
 
 
Basic
$
0.01

 
$
0.05

Diluted
$
0.01

 
$
0.05

Weighted-average shares outstanding:
 
 
 
Basic
168,077

 
162,391

Diluted
173,720

 
168,114

See notes to condensed consolidated financial statements.


4


FORTINET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)

 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Net income
$
1,560

 
$
8,393

Other comprehensive income (loss)—net of taxes:
 
 
 
Foreign currency translation losses

 
(1,017
)
Unrealized gains on investments
885

 
2

Tax provision related to items of other comprehensive income
(310
)
 

Other comprehensive income (loss)—net of taxes
575

 
(1,015
)
Comprehensive income
$
2,135

 
$
7,378


See notes to condensed consolidated financial statements.




5


FORTINET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
1,560

 
$
8,393

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
6,353

 
4,422

Amortization of investment premiums
1,938

 
2,513

Stock-based compensation
18,880

 
12,930

Excess tax benefit from stock-based compensation

 
(579
)
Other non-cash items—net
159

 
(67
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable—net
23,621

 
19,119

Inventory
(6,296
)
 
3,326

Deferred tax assets
(7,918
)
 
24

Prepaid expenses and other current assets
(1,203
)
 
(287
)
Other assets
507

 
45

Accounts payable
(11,305
)
 
(6,042
)
Accrued liabilities
(3,450
)
 
(170
)
Accrued payroll and compensation
(3,149
)
 
1,071

Other liabilities
(1,569
)
 
16,155

Deferred revenue
40,696

 
18,469

Income taxes payable
5,795

 
(18,420
)
Net cash provided by operating activities
64,619

 
60,902

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of investments
(120,991
)
 
(120,590
)
Sales of investments
6,679

 
10,920

Maturities of investments
135,363

 
118,641

Purchases of property and equipment
(4,927
)
 
(11,318
)
Payments made in connection with business acquisitions—net of cash acquired

 
(17
)
Net cash provided by (used in) investing activities
16,124

 
(2,364
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from issuance of common stock
28,955

 
14,471

Taxes paid related to net share settlement of equity awards
(6,600
)
 
(3,633
)
Excess tax benefit from stock-based compensation

 
579

Repurchase and retirement of common stock

 
(12,305
)
Net cash provided by (used in) financing activities
22,355

 
(888
)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS

 
(555
)
NET INCREASE IN CASH AND CASH EQUIVALENTS
103,098

 
57,095

CASH AND CASH EQUIVALENTS—Beginning of period
283,254

 
115,873

CASH AND CASH EQUIVALENTS—End of period
$
386,352

 
$
172,968

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 
 
Cash paid for income taxes—net
$
6,498

 
$
22,136

NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
Transfers of evaluation units from inventory to property and equipment
$
3,869

 
$
2,307

Liability for purchase of property and equipment and asset retirement obligations
$
2,140

 
$
5,844

Liability incurred for repurchase of common stock
$

 
$
657

See notes to condensed consolidated financial statements.

6


FORTINET, INC.
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, 2014, contained in our Annual Report on Form 10-K (“Form 10-K”) filed with the SEC on March 2, 2015. 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 months ended March 31, 2015 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, 2014 is derived from the audited consolidated financial statements for the year ended December 31, 2014.

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 months ended March 31, 2015.

In the third quarter of 2014, we reevaluated the selected functional currency of our international subsidiaries due to the nature of our business operations and recorded the cumulative impact of the reevaluation of the functional currency in the consolidated statement of operations. Subsequently, the remeasurement of the assets and liabilities of all international subsidiaries has been recorded in the consolidated statement of operations prospectively. The impact of this reevaluation is not material for our fiscal 2014 or any of our previously issued financial statements.

Recent Accounting Pronouncement

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09—Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) to create 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. ASU 2014-09 is effective for us beginning on January 1, 2017. We are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements.





7

FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



2. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The following table summarizes our investments as of March 31, 2015 and December 31, 2014 (in thousands):
 
March 31, 2015
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
Corporate debt securities
$
568,456

 
$
593

 
$
(243
)
 
$
568,806

Commercial paper
43,758

 
1

 
(9
)
 
43,750

Municipal bonds
49,825

 
21

 
(26
)
 
49,820

Certificates of deposit and term deposits (1)
13,080

 

 

 
13,080

U.S. government and agency securities
10,749

 
8

 

 
10,757

Total available-for-sale securities
$
685,868

 
$
623

 
$
(278
)
 
$
686,213

 
December 31, 2014
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
Corporate debt securities
$
589,526

 
$
365

 
$
(875
)
 
$
589,016

Commercial paper
51,156

 
3

 
(4
)
 
51,155

Municipal bonds
39,745

 
15

 
(39
)
 
39,721

Certificates of deposit and term deposits (1)
22,854

 

 

 
22,854

U.S. government and agency securities
5,749

 
1

 
(6
)
 
5,744

Total available-for-sale securities
$
709,030

 
$
384

 
$
(924
)
 
$
708,490


(1) The majority of our certificates of deposit and term deposits are foreign deposits.

The following table shows the gross unrealized losses and the related fair values of our investments that have been in a continuous unrealized loss position as of March 31, 2015 and December 31, 2014 (in thousands):

 
March 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
$
177,364

 
$
(214
)
 
$
13,142

 
$
(29
)
 
$
190,506

 
$
(243
)
Commercial paper
8,375

 
(9
)
 

 

 
8,375

 
(9
)
Municipal bonds
32,205

 
(26
)
 

 

 
32,205

 
(26
)
Total available-for-sale securities
$
217,944

 
$
(249
)
 
$
13,142

 
$
(29
)
 
$
231,086

 
$
(278
)











8

FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



 
December 31, 2014
 
Less Than 12 Months
 
12 Months or Greater
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
Corporate debt securities
$
317,011

 
$
(858
)
 
$
6,011

 
$
(17
)
 
$
323,022

 
$
(875
)
Commercial paper
8,185

 
(4
)
 

 

 
8,185

 
(4
)
Municipal bonds
26,684

 
(39
)
 

 

 
26,684

 
(39
)
U.S. government and agency securities
4,745

 
(6
)
 

 

 
4,745

 
(6
)
Total available-for-sale securities
$
356,625

 
$
(907
)
 
$
6,011

 
$
(17
)
 
$
362,636

 
$
(924
)

The contractual maturities of our investments as of March 31, 2015 and December 31, 2014 were as follows (in thousands):
 
 
March 31,
2015
 
December 31,
2014
Due within one year
$
417,605

 
$
436,766

Due within one to three years
268,608

 
271,724

Total
$
686,213

 
$
708,490


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 included in Other expense—net in our condensed consolidated statements of operations. Realized gains and losses from the sale of available-for-sale securities were not significant in any period presented.

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 is 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 March 31, 2015.

  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.

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

9

FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



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 and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the fair value of our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 (in thousands):
 
 
March 31, 2015
 
December 31, 2014
 
 
Aggregate
Fair
Value
 
Quoted
Prices in
Active
Markets For
Identical
Assets
 
Significant
Other
Observable
Remaining
Inputs
 
Aggregate
Fair
Value
 
Quoted
Prices in
Active
Markets For
Identical
Assets
 
Significant
Other
Observable
Remaining
Inputs
 
 
 
 
(Level 1)
 
(Level 2)
 
 
 
(Level 1)
 
(Level 2)
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
$
568,806

 
$

 
$
568,806

 
$
589,016

 
$

 
$
589,016

 
Commercial paper
43,750

 

 
43,750

 
51,155

 

 
51,155

 
Municipal bonds
49,820

 

 
49,820

 
39,721

 

 
39,721

 
Certificates of deposit and term deposits
13,080

 

 
13,080

 
22,854

 

 
22,854

 
Money market funds
29,154

 
29,154

 

 
13,311

 
13,311

 

 
U.S. government and agency securities
10,757

 
2,001

 
8,756

 
5,744

 
1,998

 
3,746

 
Total
$
715,367

 
$
31,155

 
$
684,212

 
$
721,801

 
$
15,309

 
$
706,492

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reported as:
 
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
$
29,154

 
 
 
 
 
$
13,311

 
 
 
 
 
Short-term investments
417,605

 
 
 
 
 
436,766

 
 
 
 
 
Long-term investments
268,608

 
 
 
 
 
271,724

 
 
 
 
 
Total
$
715,367

 
 
 
 
 
$
721,801

 
 
 
 
 

There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the period ended March 31, 2015 .

3. INVENTORY

Inventory consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands):
 
 
March 31,
2015
 
December 31,
2014
Raw materials
$
12,077

 
$
10,617

Finished goods
59,983

 
58,860

Inventory
$
72,060

 
$
69,477


Inventory includes finished goods held by distributors where revenue is recognized on a sell-through basis of $1.0 million and $1.2 million as of March 31, 2015 and December 31, 2014, respectively. Inventory also includes materials at contract manufacturers of $4.6 million and $4.8 million as of March 31, 2015 and December 31, 2014, respectively.


10

FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



4. PROPERTY AND EQUIPMENT—Net

Property and equipment—net consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands):
 
 
March 31,
2015
 
December 31,
2014
Land
$
13,895

 
$
13,895

Building and building improvements
20,224

 
20,166

Evaluation units
34,053

 
31,474

Computer equipment and software
38,306

 
31,821

Furniture and fixtures
5,469

 
5,096

Construction-in-progress
3,157

 
3,902

Leasehold improvements
8,711

 
7,998

Total property and equipment
123,815

 
114,352

Less: accumulated depreciation
(60,328
)
 
(55,433
)
Property and equipment—net
$
63,487

 
$
58,919


Depreciation expense was $6.0 million and $3.9 million during the three months ended March 31, 2015 and March 31, 2014, respectively.

5. INVESTMENTS IN PRIVATELY-HELD COMPANIES

As of March 31, 2015, we have invested a total of $6.4 million in the equity securities of three privately-held companies. 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 sheets and would be measured at fair value if indicators of impairment exist.

During the three months ended March 31, 2015, no events have occurred that would adversely affect the carrying value of these investments.

6. NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding, plus the dilutive effects of stock options, restricted stock units (“RSUs”) including performance stock units (“PSUs”), and the employee stock purchase plan (“ESPP”). Dilutive shares of common stock are determined by applying the treasury stock method.


11

FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows (in thousands, except per share amounts):
 
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Numerator:
 
 
 
Net income
$
1,560

 
$
8,393

 
 
 
 
Denominator:
 
 
 
Basic shares:
 
 
 
Weighted-average common stock outstanding—basic
168,077

 
162,391

Diluted shares:
 
 
 
Weighted-average common stock outstanding—basic
168,077

 
162,391

Effect of potentially dilutive securities:
 
 
 
Stock options
3,837

 
5,196

RSUs (including PSUs)
1,741

 
484

ESPP
65

 
43

Weighted-average shares used to compute diluted net income per share
173,720

 
168,114

Net income per share:
 
 
 
Basic
$
0.01

 
$
0.05

Diluted
$
0.01

 
$
0.05


The following weighted-average shares of common stock were excluded from the computation of diluted net income per share for the periods presented, as their effect would have been anti-dilutive (in thousands):
 
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Stock options
249

 
5,079

RSUs (including PSUs)
1,333

 
1,348

ESPP
169

 
358

 
1,751

 
6,785


7. DEFERRED REVENUE

Deferred revenue consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands):
 
 
March 31,
2015
 
December 31,
2014
Product
$
4,255

 
$
4,642

Service
595,916

 
554,115

Total deferred revenue
$
600,171

 
$
558,757

Reported As:
 
 
 
Current
$
406,526

 
$
368,929

Non-current
193,645

 
189,828

Total deferred revenue
$
600,171

 
$
558,757



12

FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



8. COMMITMENTS AND CONTINGENCIES

The following table summarizes our future principal contractual obligations as of March 31, 2015 (in thousands):

 
Total
 
2015 (remainder)
 
2016
 
2017
 
2018
 
2019
 
Thereafter
Operating lease commitments
$
40,130

 
$
9,560

 
$
9,453

 
$
7,252

 
$
6,506

 
$
4,567

 
$
2,792

Less: Sublease rental income
224

 
224

 

 

 

 

 

Operating lease commitments—net
39,906

 
9,336

 
9,453

 
7,252

 
6,506

 
4,567

 
2,792

Inventory purchase commitments
67,715

 
67,715

 

 

 

 

 

Other contractual commitments and open purchase orders
28,108

 
26,020

 
1,518

 
570

 

 

 

Total
$
135,729

 
$
103,071

 
$
10,971


$
7,822


$
6,506


$
4,567


$
2,792


Operating Leases —We lease certain facilities under various non-cancelable operating leases, which expire through 2024. In addition to the amounts above, certain leases require us to pay variable costs such as taxes, maintenance, insurance, and asset retirement obligations. The terms of certain operating leases also provide for renewal options and escalation clauses. Rent expense was $3.1 million and $2.7 million during the three months ended March 31, 2015 and 2014, respectively. Rent expense is recognized using the straight-line method over the term of the lease.
    
Contract Manufacturer and Other 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 analysis, 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 March 31, 2015 , we had $67.7 million of open purchase orders with our independent contract manufacturers.
 
In addition to commitments with contract manufacturers, we have other contractual commitments and open purchase orders in the ordinary course of business for which we have not received goods or services. As of March 31, 2015 , we had $28.1 million in other contractual commitments and open purchase orders.

Warranties —Accrued warranty activities are summarized as follows (in thousands):
 
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Accrued warranty balance—beginning of the period
$
4,269

 
$
3,037

Warranty costs incurred
(1,095
)
 
(756
)
Provision for warranty for the period
945

 
837

Adjustment related to pre-existing warranties
222

 
(313
)
Accrued warranty balance—end of the period
$
4,341

 
$
2,805


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 or substantial settlement charges. 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

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FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



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 an unfavorable outcome is probable or reasonably possible; or determined that the amount or range of any possible 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 damage resulting from 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. Our exposure under these indemnification provisions is generally limited by the terms of our contracts to certain defined limits, such as the total amount paid by our customer under the agreement. However, certain agreements include covenants 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.

9. STOCKHOLDERS’ EQUITY

Stock-Based Compensation Plans

We have stock-based compensation plans pursuant to which we have granted stock options and RSUs, including PSUs. The Company also has an ESPP for all eligible employees. As of March 31, 2015, there were a total of 44,040,580 shares of common stock available for grant under our stock-based compensation plans.

Employee Stock Options

The following table summarizes the weighted-average assumptions relating to our employee stock options:
 
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Expected term in years
4.3

 
4.9

Volatility
40
%
 
45
%
Risk-free interest rate
1.5
%
 
1.7
%
Dividend rate
%
 
%

The following table summarizes the stock option activity and related information for the periods presented below (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, 2014
10,702

 
$
14.98

 
 
 
 
Granted
269

 
32.79

 
 
 
 
Forfeited
(73
)
 
24.59

 
 
 
 
Exercised
(1,931
)
 
10.49

 
 
 
 
Balance—March 31, 2015
8,967

 
$
16.41

 
 
 
 
Options vested and expected to vest—March 31, 2015
8,924

 
$
16.35

 
2.8
 
$
165,975

Options exercisable—March 31, 2015
7,589

 
$
14.71

 
2.4
 
$
153,634


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 March 31, 2015 , for all in-the-money options. As of March 31, 2015 , total

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FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



compensation expense related to unvested stock options granted to employees but not yet recognized was $15.6 million , net of estimated forfeitures. This expense is expected to be amortized on a straight-line basis over a weighted-average period of 1.8 years.  

Additional information related to our stock options is summarized below (in thousands, except per share amounts):

 
Three Months Ended
 
March 31, 2015
 
March 31, 2014
Weighted-average fair value per share granted
$
11.17

 
$
8.65

Intrinsic value of options exercised
41,003

 
15,321

Fair value of options vested
3,792

 
4,562


Restricted Stock Units

The following table summarizes the activity and related information for RSUs for the periods presented below (in thousands, except per share amounts):

 
Restricted Stock Units Outstanding
 
Number of Shares
 
Weighted-Average Grant-Date-Fair Value per Share
Balance—December 31, 2014
6,291

 
$
22.93

Granted
2,492

 
32.96

Forfeited
(198
)
 
26.36

Vested
(670
)
 
22.01

Balance—March 31, 2015
7,915

 
$
26.18

RSUs expected to vest—March 31, 2015
7,450

 
$
26.02


As of March 31, 2015 , total compensation expense related to unvested RSUs that were granted to employees and non-employees, but not yet recognized, was $197.8 million , net of estimated forfeitures. This expense is expected to be amortized on a straight-line basis over a weighted-average vesting period of 3.1 years.

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 following summarizes the number and value of the shares withheld for employee taxes (in thousands):

 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Shares withheld for taxes
221

 
171

Amount withheld for taxes
$
6,600

 
$
3,633


Performance Stock Units

We have granted PSUs to certain of our executive officers and employees. PSUs granted to executive officers are based on the achievement of the market-based vesting conditions during the performance period, the final settlement of the

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FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



PSUs will range between 0% and 150% of the target shares underlying the PSUs based on a specified objective formula approved by our Compensation Committee. The PSUs entitle our executive officers to receive a number of shares of our common stock based on the performance of our stock price over a two - or three -year period as compared to the NASDAQ Composite index for the same periods. PSUs granted to certain employees are based on the achievement of personal- and company-based performance vesting conditions during the performance period. The final settlement of these PSUs will range between 50% to 150% of the target shares underlying the PSUs based on specified objective formula approved by our Compensation Committee.  The PSUs entitle the employees to receive a number of shares of our common stock based on a one year performance period, and vest equally in the second and third years. 

The following table summarizes the weighted-average assumptions relating to our PSUs granted to our executive officers:
 
 
Three Months Ended
 
March 31, 2015
 
March 31, 2014
Expected term in years
3.0

 
3.0

Volatility
38
%
 
48
%
Risk-free interest rate
1.1
%
 
0.7
%
Dividend rate
%
 
%

The following table summarizes the activity and related information for PSUs for the periods presented below (in thousands, except per share amounts):

 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Shares granted to executive officers and employees
206

 
25

Weighted-average fair value per share granted

$
34.86

 
$
22.44


As of March 31, 2015, total compensation expense related to unvested PSUs that were granted to certain of our executive officers and employees, but not yet recognized, was $9.5 million , net of estimated forfeitures. This expense is expected to be amortized on a straight-line basis over a weighted-average vesting period of 2.5 years .

Employee Stock Purchase Plan

In determining the fair value of our ESPP, we use the Black-Scholes option pricing model that employs the following weighted-average assumptions:

 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Expected term in years
0.5

 
0.5

Volatility
28
%
 
37
%
Risk-free interest rate
0.1
%
 
0.1
%
Dividend rate
%
 
%


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FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



Additional information related to the ESPP is provided below (in thousands, except per share amounts):

 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Weighted-average fair value per share granted
$
7.56

 
$
5.76

Shares issued under the ESPP
427

 
424

Weighted-average price per share issued
$
21.34

 
$
17.18


Stock-based Compensation Expense

Stock-based compensation expense is included in costs and expenses as follows (in thousands):
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Cost of product revenue
$
140

 
$
113

Cost of service revenue
1,632

 
1,329

Research and development
5,157

 
3,882

Sales and marketing
9,307

 
5,746

General and administrative
2,686

 
1,860

Total stock-based compensation expense
$
18,922

 
$
12,930


The following table summarizes stock-based compensation expense by award type (in thousands):

 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Stock options
$
3,455

 
$
4,692

RSUs (including PSUs)
14,292

 
7,363

ESPP
1,175

 
875

Total stock-based compensation expense
$
18,922

 
$
12,930


Total income tax benefit associated with stock-based compensation that is recognized in the condensed consolidated statements of operations is as follows (in thousands):

 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Income tax benefit associated with stock-based compensation
$
3,377

 
$
3,349


Share Repurchase Program

In December 2013, our Board of Directors (“Board”) authorized a Share Repurchase Program (“Program”) to repurchase up to $200.0 million of our outstanding common stock through December 31, 2014. Under the Program, share repurchases may be made by us from time to time in privately negotiated transactions or in open market transactions. The Program does not require us to purchase a minimum number of shares, and may be suspended, modified or discontinued at any time without prior notice. In October 2014, our Board extended the share repurchase authorization under the Program through December 31, 2015. During the three months ended March 31, 2015, there were no shares repurchased under the Program. As of March 31, 2015 , $122.5 million remains available for future share repurchases under the Program.


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FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)





10. INCOME TAXES

The effective tax rate was 5% for the three months ended March 31, 2015, compared to an effective tax rate of 39% for the same period last year. The provision for income taxes for the periods presented is comprised of U.S. federal and state taxes, Singapore and other foreign income taxes, withholding tax, and transfer pricing allocations which impact jurisdictional income taxed at various tax rates. During the three months ended March 31, 2015, discrete items included a higher tax benefit from stock-based compensation expense and foreign exchange impact relating to uncertain tax benefit for developments in international tax that impacted the quarterly effective tax rate.

As of March 31, 2015 and December 31, 2014, unrecognized tax benefits were $46.6 million and $44.2 million , respectively. The total amount of $46.6 million in unrecognized tax benefits, if recognized, would favorably impact the effective tax rate.

It is our policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of March 31, 2015, we had accrued approximately $4.5 million for estimated interest related to uncertain tax positions.

We file income tax returns in the U.S. federal jurisdiction, and various U.S. state and foreign jurisdictions. The statute of limitations is open for years that generated state net operating loss carryforwards and after 2009 for state jurisdictions. Additionally, we have foreign net operating losses that have an indefinite life. Generally, we are no longer subject to non-U.S. income tax examinations by tax authorities for tax years prior to 2008. We are no longer subject to examination by U.S federal income tax authorities for tax years prior to 2010.

11. DEFINED CONTRIBUTION PLANS

Our tax-deferred savings plan under our 401(k) Plan, permits participating employees to defer a portion of their pre-tax earnings. In Canada, we have a Group Registered Retirement Savings Plan program (the “RRSP”) which permits participants to make tax deductible contributions. Our Board approved 50% matching contributions on employee contributions up to 4% of each employee’s eligible earnings. Our matching contributions to the 401(k) Plans and RRSP during the three months ended March 31, 2015 and March 31, 2014 were $0.8 million and $0.6 million , respectively.

12. SEGMENT AND SIGNIFICANT CUSTOMER INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer. Our chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region for purposes of allocating resources and evaluating financial performance. We have one business activity, and there are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Accordingly, we have determined that we have one operating segment, and therefore, one reportable segment.

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FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



Revenue by geographic region is based on the billing address of the customer. The following table sets forth revenue (in thousands):
 
 
Three Months Ended
Revenue
March 31,
2015
 
March 31,
2014
Americas:
 
 
 
United States
$
58,501

 
$
44,793

Other Americas
33,059

 
27,639

Total Americas
91,560

 
72,432

Europe, Middle East, and Africa (“EMEA”)
75,664

 
56,643

Asia Pacific and Japan (“APAC”)
45,662

 
39,874

Total revenue
$
212,886

 
$
168,949


The following table sets forth property and equipment by geographic region as of March 31, 2015 and December 31, 2014 (in thousands):

 
 
 
 
Property and Equipment net
March 31,
2015
 
December 31,
2014
Americas:
 
 
 
United States
$
49,471

 
$
46,116

Canada
6,356

 
6,054

Other Americas
924

 
875

Total Americas
56,751

 
53,045

EMEA
3,723

 
3,256

APAC
3,013

 
2,618

Total property and equipment—net
$
63,487

 
$
58,919


The following customers, each of which is a distributor, accounted for 10% or more of our revenue:

 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Exclusive Networks Group
17
%
 
14
%
Ingram Micro
%
 
10
%

The following customers, each of which is a distributor, accounted for 10% or more of net accounts receivable:

 
March 31,
2015
 
December 31,
2014
Exclusive Networks Group
19
%
 
18
%
Fine Tec Computer
12
%
 
%


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FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated balances of other comprehensive income (loss) (in thousands):

 
Unrealized Gains (Losses) on Investments
 
Tax benefit (provision) related to items of other comprehensive income (loss)
 
Total
Beginning balance as of December 31, 2014
$
(540
)
 
$
191

 
$
(349
)
Other comprehensive income before reclassifications
889

 
(311
)
 
578

Amounts reclassified from accumulated other comprehensive income (loss)
(4
)
 
1

 
(3
)
Net current-period other comprehensive income
885

 
(310
)
 
575

Ending balance as of March 31, 2015
$
345

 
$
(119
)
 
$
226


The following table provides details about the reclassification out of accumulated other comprehensive income (loss) (in thousands):

Three Months Ended March 31, 2015
Details about Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains on investments
 
$
(4
)
 
Other expense—net
Tax provision related to items of other comprehensive income
 
1

 
Provision for income taxes
Total reclassification for the period
 
$
(3
)
 
 

14. FOREIGN CURRENCY DERIVATIVES

Our sales contracts are primarily denominated in U.S. dollars and therefore substantially all of our revenue is not subject to foreign currency translation risk. However, a substantial portion of our operating expenses incurred outside the U.S. are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Canadian dollar ( “CAD” ) and the Euro ( EUR ). To help protect against significant fluctuations in value and the volatility of future cash flows caused by changes in currency exchange rates, we engage in foreign currency risk management activities, including forward contracts, to hedge balance sheet items denominated in CAD. We do not use these contracts for speculative or trading purposes. All of the derivative instruments are with high quality financial institutions and we monitor the creditworthiness of these parties. These contracts typically have maturities of one month. We record changes in the fair value of forward exchange contracts related to balance sheet accounts as Other expense—net in the condensed consolidated statement of operations.

Additionally, independent of any hedging activities, fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in Other expense—net in our condensed consolidated statements of operations. Our hedging activities are intended to reduce, but not eliminate, the impact of currency exchange rate movements. As our hedging activities are relatively short-term in nature and are focused on CAD, long-term material changes in the value of the U.S. dollar against other foreign currencies, such as the GBP and EUR could adversely impact our operating expenses in the future.


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FORTINET, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)



The notional amount of forward exchange contracts to hedge balance sheet accounts were (in thousands):

 
Buy/Sell
 
Notional
Currency—As of March 31, 2015
 
 
 
CAD
Sell
 
$
9,093

 
 
 
 
Currency—As of December 31, 2014
 
 
 
CAD
Buy
 
$
6,879

 
 
 
 

15. RELATED PARTY TRANSACTIONS

The son of one member of our Board is a partner of an outside law firm that we utilize for certain complex litigation matters. Expenses for legal services provided by the law firm related to matters that arose subsequent to the member joining our Board were $1.9 million and $0.3 million for the three months ended March 31, 2015 and March 31, 2014, respectively. Amounts due and payable to the law firm were $1.7 million and $1.3 million as of March 31, 2015 and December 31, 2014, respectively.


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ITEM 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, among other things, statements concerning our expectations regarding:
 
continued growth and market share gains;


variability in sales in certain product categories from year to year and between quarters;

expected impact of sales of certain products;

the proportion of our revenue that consists of our product and service revenue, and the mix of billings between products and services;
 
the impact of our product innovation strategy;

growing our sales to large enterprises, service providers, and government organizations;

trends in revenue, costs of revenue, and gross margin;
 
trends in our operating expenses, including research and development expenses, sales and marketing expenses and general and administrative expenses, and expectations regarding these expenses as a percentage of revenue;

continued investments in research and development;

continued investments in sales and marketing and the impact of those investments;

expectations regarding uncertain tax benefits and our effective tax rate;

expectations regarding spending related to capital expenditures;

competition in our markets;
 
our intentions regarding repatriation of cash, cash equivalents and investments held by our international subsidiaries and the sufficiency of our existing cash, cash equivalents and investments to meet our cash needs for at least the next 12 months; and

other statements regarding our future operations, financial condition and prospects and business strategies.

These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q and, in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our other SEC filings, including the Form 10-K. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Business Overview

We provide high performance cyber security solutions to some of the largest enterprise, service providers and government organizations across the globe, including a majority of the 2014 Fortune 100. Our cyber security solutions are fast and secure and designed to provide broad, high-performance protection against dynamic security threats while simplifying the information technology (“IT”) infrastructure of our end-customers worldwide.
 

Our flagship integrated network security solution consists of our FortiGate physical and virtual appliance products that provide a broad array of integrated security and networking functions to protect data, applications, and users from network- and

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content-level security threats. These functions, which can be integrated in a variety of ways, include firewall, intrusion prevention, anti-malware, application control, virtual private network, web-filtering, vulnerability management, anti-spam, wireless controller, and wide area network acceleration. Our FortiGate appliances may be deployed as Next Generation Firewalls, Data Center Firewalls, Unified Threat Management systems, Internal Network Firewall, Virtual Machine Firewalls or Cloud Firewalls. Our FortiGate appliances range from the FortiGate-20 series for small businesses and branch offices to the FortiGate-5000 series for large enterprises and service providers, and are based on our proprietary technology platform. This platform includes our FortiASICs, which are specifically designed for accelerated processing of security and networking functions, and our FortiOS operating system, which provides the foundation for all FortiGate security functions. Our FortiGuard security subscription services provide end-customers with access to dynamic updates to our application control, anti-malware, intrusion prevention, web filtering, and anti-spam functionality. Our security services are based on intelligence gathered by our FortiGuard Labs team, which is comprised of a large team of threat researchers who detect threats and help protect our customers. By combining multiple proprietary security and networking functions with our purpose-built FortiASIC and FortiOS, our FortiGate solution delivers broad protection against dynamic security threats while reducing the operational burden and costs associated with managing multiple point products.

We complement our FortiGate product line with the FortiManager product family, which enables end-customers to manage the system configuration and security functions of multiple FortiGate devices from a centralized console, as well as the FortiAnalyzer product family, which enables collection, analysis and archiving of content and log data generated by our products.

We offer virtual appliances for the FortiGate, FortiManager, FortiAnalyzer, FortiWeb, FortiMail, FortiCache, and FortiADC product lines that can be used in conjunction with traditional Fortinet physical appliances, such as FortiGate, FortiManager, and FortiAnalyzer, to help ensure the visibility, management, and protection of physical and virtual environments. We also offer on-demand cloud-based versions of FortiGate and FortiWeb.

Financial Highlights

We recorded total revenue of $212.9 million for the three months ended March 31, 2015, an increase of 26% compared to the same period last year. Product revenue was $97.5 million during the three months ended March 31, 2015, an increase of 27% compared to the same period last year. Service revenue was $115.4 million for the three months ended March 31, 2015, an increase of 25% compared to the same period last year.

Cash, cash equivalents and investments were $1.07 billion as of March 31, 2015 , an increase of $80.8 million , or 8% , from December 31, 2014.

Deferred revenue was $600.2 million as of March 31, 2015 , an increase of $41.4 million , or 7% , from December 31, 2014 .

We generated cash flows from operating activities of $64.6 million during the three months ended March 31, 2015, an increase of $3.7 million , or 6% , compared to the same period last year.

Revenue grew as a result of our focus on growth and our strategy to increase sales capacity and invest in our marketing activities. We continue to grow and strengthen our enterprise sales force. Our marketing investments are also beginning to yield returns, with improvement in lead quality and conversion rates. Our strategy is enabling us to gain market share, win new customers, and expand within existing customer accounts, especially in the enterprise market. We continue to grow the number of large deals with enterprises and service providers, which is key to our long-term growth strategy as these high-end customers tend to provide higher lifetime value and are beneficial to our business model over time.
 
During the three months ended March 31, 2015, our revenue growth was primarily driven by greater sales volume in our FortiGate product family due to increased demand across all product categories. Our high-end FortiGate products (FortiGate-1000 to -5000 series) accounted for 37% of billings primarily driven by continued enterprise adoption of our high-end appliances such as the FortiGate-1500D and 3700D series appliances. Our mid-range products (FortiGate-200 to -800 series) accounted for 26% of billings, and our entry-level products (FortiGate-20 to -100 series) accounted for 37% of billings.

During the three months ended March 31, 2015, while our operating expenses benefited from favorable foreign exchange rates, operating expenses increased compared to the same period last year. The increase was primarily driven by our accelerated pace of hiring and marketing investments to support our growth as we continued to invest in expanding our sales coverage, marketing capabilities, developing new products and scaling our customer support organization to meet the needs of

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our customer base. Headcount, including full time equivalent employees, increased to 3,076 as of March 31, 2015 from 2,389 as of March 31, 2014.

Key Financial Metrics

We monitor the key financial metrics set forth below to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. The following table summarizes revenue, deferred revenue, billings (non-GAAP), cash, cash equivalents and investments, net cash provided by operating activities, and free cash flow (non-GAAP). We discuss revenue below under “—Results of Operations,” and we discuss our cash, cash equivalents, and investments, and net cash provided by operating activities below under “—Liquidity and Capital Resources.” Deferred revenue, billings (non-GAAP), and free cash flow (non-GAAP) are discussed immediately below the following table.

 
Three Months Ended Or As Of
 
March 31, 2015
 
March 31,
2014
 
(in thousands)
Revenue
$
212,886

 
$
168,949

Deferred revenue
$
600,171

 
$
451,303

Increase in deferred revenue
$
41,414

 
$
18,675

Billings (non-GAAP)
$
254,300

 
$
187,624

Cash, cash equivalents and investments
$
1,072,565

 
$
888,314

Net cash provided by operating activities
$
64,619

 
$
60,902

Free cash flow (non-GAAP)
$
59,692

 
$
49,584

    
Deferred revenue. Our deferred revenue consists of amounts that have been invoiced but that have not yet been recognized as revenue. The majority of our deferred revenue balance consists of the unamortized portion of services revenue from FortiGuard security subscription and FortiCare support service contracts. We monitor our deferred revenue balance because it represents a significant portion of revenue to be recognized in future periods.

Billings (Non-GAAP). We define billings as revenue recognized plus the change in deferred revenue from the beginning to the end of the period less any deferred revenue balances acquired from business combination(s) during the period, if any. We consider billings to be a useful metric for management and investors because billings drives deferred revenue, which is an important indicator of the health and viability of our business, and historically the recognition of previously deferred revenue represented a majority of the quarterly revenue that we recognize. There are a number of limitations related to the use of billings versus revenue calculated in accordance with GAAP. First, billings include amounts that have not yet been recognized as revenue. Second, we may calculate billings in a manner that is different from peer companies that report similar financial measures. Management compensates for these limitations by providing specific information regarding GAAP revenue and evaluating billings together with revenue calculated in accordance with GAAP. A reconciliation of billings to revenue, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below:

 
Three Months Ended
March 31,
2015
 
March 31,
2014
(in thousands)
Billings:
 
 
 
Revenue
$
212,886

 
$
168,949

Increase in deferred revenue
41,414

 
18,675

Total billings (Non-GAAP)
$
254,300

 
$
187,624


Free cash flow (Non-GAAP). We define free cash flow as net cash provided by operating activities minus capital expenditures. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the acquisition of property and equipment, can be used for strategic opportunities, including investing in our business, making strategic acquisitions, repurchasing outstanding common stock, and strengthening the balance sheet. Analysis of free cash flow facilitates management’s comparisons of our operating results to competitors’ operating results. A limitation of using free cash flow versus the GAAP measure of net cash

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provided by operating activities as a means for evaluating liquidity is that free cash flow does not represent the total increase or decrease in the cash, cash equivalents and investments balance for the period because free cash flow excludes cash used for capital expenditures and also excludes cash provided by or used for other investing and financing activities. Management compensates for this limitation by providing information about our capital expenditures and other investing and financing activities on the face of the cash flow statement and under “—Liquidity and Capital Resources.” A reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below:

 
Three Months Ended
March 31,
2015
 
March 31,
2014
(in thousands)
Free Cash Flow:
 
 
 
Net cash provided by operating activities
$
64,619

 
$
60,902

Less purchases of property and equipment
(4,927
)
 
(11,318
)
Free cash flow (Non-GAAP)
$
59,692

 
$
49,584


Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, cost of revenue, expenses, and related disclosures. Our estimates include those related to revenue recognition, stock-based compensation expense, valuation of inventory, warranty liabilities, investments, goodwill and other long-lived assets and accounting for income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

There have been no material changes to our critical accounting policies and estimates as of and for the three months ended March 31, 2015, as compared to the critical accounting policies and estimates described in the Form 10-K.

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Results of Operations

Revenue
 
 
Three Months Ended
 
 
 
 
March 31,
2015
 
March 31,
2014
 
 
 
 
Amount
 
% of
Revenue
 
Amount
 
% of
Revenue
 
Change
 
% Change
(in thousands, except percentages)
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Product
$
97,509

 
46
%
 
$
76,765

 
45
%
 
$
20,744

 
27
%
Service
115,377

 
54

 
92,184

 
55

 
23,193

 
25

Total revenue
$
212,886

 
100
%
 
$
168,949

 
100
%
 
$
43,937

 
26
%
Revenue by geography:
 
 
 
 
 
 
 
 
 
 
 
Americas
$
91,560

 
43
%
 
$
72,432

 
43
%
 
$
19,128

 
26
%
EMEA
75,664

 
36

 
56,643

 
33

 
19,021

 
34

APAC
45,662

 
21

 
39,874

 
24

 
5,788

 
15

Total revenue
$
212,886

 
100
%
 
$
168,949

 
100
%
 
$
43,937

 
26
%

Total revenue increased by $43.9 million , or 26% , during the three months ended March 31, 2015 compared to the same period last year. The EMEA region grew by 34% due to strong sales performance across the region. The Americas region grew by 26% as we saw continued strength in the U.S. enterprise market driven by increased sales to large enterprises. The APAC region grew by 15% as we saw continued growth in certain parts of the region. Product revenue increased by $20.7 million , or 27% , during the three months ended March 31, 2015 compared to the same period last year. The increase in product revenue was primarily driven by greater sales volume in our FortiGate product family due to increased demand across all product categories for our entry-level products for smaller enterprises, our mid-range products for mid-to-large enterprises and branch deployments, and our high-end products for large enterprise and service provider customers.

Service revenue increased by $23.2 million , or 25% , during the three months ended March 31, 2015 compared to the same period last year due to the recognition of revenue from our deferred revenue balance consisting of FortiGuard security subscription and FortiCare technical support contracts sold to a larger customer base as well as the renewals of similar contracts sold in earlier periods.

Cost of revenue and gross margin
 
 
Three Months Ended
 
 
 
 
March 31,
2015
 
March 31,
2014
 
Change
 
% Change
(in thousands, except percentages)
Cost of revenue:
 
 
 
 
 
 
 
Product
$
41,368

 
$
32,139

 
$
9,229

 
29
%
Service
22,234

 
18,604

 
3,630

 
20

Total cost of revenue
$
63,602

 
$
50,743

 
$
12,859

 
25
%
Gross margin (%):
 
 
 
 
 
 
 
Product
57.6
%
 
58.1
%
 
(0.5
)%
 
 
Service
80.7

 
79.8

 
0.9

 
 
Total gross margin
70.1
%
 
70.0
%
 
0.1
 %
 
 

Total gross margin remained relatively consistent during the three months ended March 31, 2015 compared to the same period last year. Product gross margin decreased by 0.5 percentage points during the three months ended March 31, 2015 compared to the same period last year primarily due to an increase in freight costs of $1.3 million and warranty costs of $1.0 million.


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Service gross margin increased by 0.9 percentage points during the three months ended March 31, 2015 as compared to the same period last year. Cost of service revenue increased by $3.6 million primarily due to a $2.9 million increase in personnel costs, including stock-based compensation, related to headcount increases, and a $0.7 million increase in depreciation and other costs.

Operating expenses
 
 
Three Months Ended
 
Change
 
% Change
March 31,
2015
 
March 31,
2014
 
Amount
 
% of
Revenue
 
Amount
 
% of
Revenue
 
(in thousands, except percentages)
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Research and development
$
35,816

 
17
%
 
$
29,055

 
17
%
 
$
6,761

 
23
%
Sales and marketing
100,609

 
47

 
67,326

 
40

 
33,283

 
49

General and administrative
11,961

 
6

 
9,010

 
5

 
2,951

 
33

Total operating expenses
$
148,386

 
70
%
 
$
105,391

 
62
%
 
$
42,995

 
41
%

Research and development

Research and development expense increased by $6.8 million , or 23% , during the three months ended March 31, 2015 compared to the same period last year primarily due to an increase of $3.2 million in personnel costs and $1.3 million in stock-based compensation as a result of increased headcount to support the development of new products and continued enhancements of our existing products. Occupancy-related and other costs increased by $0.7 million and depreciation expense increased by $0.5 million. During the three months ended March 31, 2014, expenses were also lower by $1.1 million due to the reversal of a previously recorded liability for estimated contingent consideration. We intend to continue to invest in our research and development organization but expect research and development expense as a percentage of total revenue to remain at comparable levels during the remainder of 2015.

Sales and marketing

Sales and marketing expense increased by $33.3 million , or 49% , during the three months ended March 31, 2015 compared to the same period last year, primarily due to an increase of $19.9 million in personnel costs as we continued to increase our sales headcount in order to drive continued market share gains globally. Marketing-related expenses increased by $3.6 million as we invested significantly in marketing to capture market share, particularly in the enterprise market, including costs related to trade-shows and lead generation campaigns. In addition, stock-based compensation expense increased by $3.6 million, depreciation and other expenses increased by $2.8 million, travel expenses increased by $1.7 million, and supplies increased by $1.6 million. As a percentage of total revenue, sales and marketing expenses increased as we accelerated the investment in our sales force and marketing campaigns to drive future growth. We intend to continue to make investments in our sales resources and infrastructure and marketing, which are critical to support growth, and expect sales and marketing expense as a percentage of total revenue to decrease during the remainder of 2015.

General and administrative

General and administrative expense increased by $3.0 million , or 33% , during the three months ended March 31, 2015 compared to the same period last year. Personnel costs, including stock-based compensation, increased by $2.6 million, as we continued to increase our headcount in order to support our expanding business. In addition, depreciation and other expenses increased by $0.3 million. We expect general and administrative expense to increase as a percentage of total revenue during the remainder of 2015.


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Interest income and other expense net
 
 
Three Months Ended
 
 
 
 
March 31,
2015
 
March 31,
2014
 
Change
 
% Change
(in thousands, except percentages)
Interest income
$
1,422

 
$
1,333

 
$
89

 
7
%
Other expense—net
(677
)
 
(389
)
 
(288
)
 
74


Interest income increased in the three months ended March 31, 2015 compared to the same period last year due to interest earned on higher invested balances of cash, cash equivalents and investments. The increase in other expense—net for the three months ended March 31, 2015 when compared to the same period last year, was the result of higher foreign exchange losses.

Provision for income taxes
 
 
Three Months Ended
 
Change
 
% Change
March 31,
2015
 
March 31,
2014
 
(in thousands, except percentages)
Provision for income taxes
$
83

 
$
5,366

 
$
(5,283
)
 
(98
)%
Effective tax rate (%)
5
%
 
39
%
 
(34
)%
 

 
Our effective tax rate was 5% for the three months ended March 31, 2015, compared with an effective tax rate of 39% for the same period last year. The provision for income taxes for the three months ended March 31, 2015 was comprised primarily of U.S. federal and state taxes, other foreign income taxes, foreign withholding taxes, and transfer pricing allocations which impact jurisdictional income taxed at various tax rates. During the three months ended March 31, 2015, discrete items included a higher tax benefit from stock-based compensation expense and foreign exchange impact relating to uncertain tax benefit for developments in international tax that impacted the quarterly effective tax rate.

It is our policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of March 31, 2015, we had accrued $4.5 million for estimated interest related to uncertain tax provisions.

Within the next twelve months, we do not believe there will be a decrease in uncertain tax benefits that could significantly impact our effective tax rate.

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Liquidity and Capital Resources
 
 
As of
 
March 31, 2015
 
December 31, 2014
 
(in thousands)
Cash and cash equivalents
$
386,352

 
$
283,254

Investments
686,213

 
708,490

Total cash, cash equivalents and investments
$
1,072,565

 
$
991,744

 
 
 
 
Working capital
$
593,170

 
$
550,409

 
 
 
 
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
 
(in thousands)
Cash provided by operating activities
$
64,619

 
$
60,902