Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 28, 2010

 

 

FORTINET, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34511   77-0560389

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

1090 Kifer Road

Sunnyvale, CA 94086

(Address of principal executive offices, including zip code)

(408) 235-7700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On April 28, 2010, Fortinet, Inc. (“Fortinet”) issued a press release reporting its financial results for the first quarter ended March 31, 2010. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.

 

Description

99.1   Press release dated April 28, 2010


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Fortinet, Inc.
Date: April 28, 2010     By:  

/s/    JOHN WHITTLE        

     

John Whittle

Vice President and General Counsel


EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1   Press release dated April 28, 2010
Press Release

Exhibit 99.1

LOGO

Press Release

Investor & Media Contact:

Michelle Spolver

Fortinet, Inc.

408-486-7837

mspolver@fortinet.com

Fortinet Announces First Quarter 2010 Financial Results

 

   

Billings of $79.4 million, up 32% year over year

 

   

Revenues of $69.8 million, up 29% year over year

 

   

Product revenue of $27.1 million, up 40% year over year

 

   

GAAP EPS of $0.06

 

   

Non-GAAP EPS of $0.08

 

   

Free cash flow at a record $21 million

SUNNYVALE, Calif. – April 28, 2010 – Fortinet® (NASDAQ: FTNT) – a leading network security provider and worldwide leader of unified threat management (UTM) solutions – today announced financial results for the first quarter ended March 31, 2010.

Financial Highlights for the First Quarter of 2010

 

   

Billings: Total billings were $79.4 million for the first quarter of 2010, an increase of 32% compared to the first quarter of 2009. We define billings as revenue recognized plus the change in deferred revenue from the beginning to the end of the period.

 

   

Revenue: Total revenue was $69.8 million for the first quarter of 2010, an increase of 29% compared to the first quarter of 2009. Within total revenue, product revenue was $27.1 million, an increase of 40% compared to the first quarter of 2009. Services revenue was $38.6 million, an increase of 22% compared to the first quarter of 2009. Ratable product and services revenue was $4.1 million, an increase of 23% compared to the first quarter of 2009.

 

   

Deferred Revenue: Deferred revenue was $211.5 million as of March 31, 2010, an increase of 19% compared to deferred revenue as of March 29, 2009, and up $9.6 million from December 31, 2009.


   

Cash and Cash Flow: As of March 31, 2010, cash, cash equivalents and investments were $280.9 million, compared to $260.3 million as of December 31, 2009. Cash flow from operations was $21.8 million for the first quarter of 2010, compared to $15.6 million for the first quarter of 2009. In the first quarter of 2010, free cash flow was $20.8 million, compared to $12.9 million for the first quarter of 2009. We define free cash flow, a non-GAAP measure of liquidity, as net cash provided by operating activities less capital expenditures.

 

   

GAAP Operating Income: GAAP operating income was $6.7 million for the first quarter of 2010, representing a GAAP operating margin of 10% and an increase of 108% compared to the first quarter of 2009.

 

   

Non-GAAP1 Operating Income: Non-GAAP operating income was $8.9 million for the first quarter of 2010, representing a non-GAAP operating margin of 13% and an increase of 85% compared to the first quarter of 2009. Non-GAAP operating income and operating margin exclude stock-based compensation expense.

 

   

GAAP Net Income and EPS: GAAP net income was $4.2 million for the first quarter of 2010, compared to $3.8 million for the first quarter of 2009. GAAP EPS was $0.06 based on 74.9 million weighted-average diluted shares outstanding, compared to a loss of $0.07 based on 21.0 million weighted-average diluted shares outstanding for the first quarter of 2009. The loss per share was based on a net loss attributable to common stockholders of $1.5 million (which includes a $5.2 million expense from the premium paid to repurchase convertible preferred shares).

 

   

Non-GAAP1 Net Income and EPS: Non-GAAP net income was $5.8 million for the first quarter of 2010, based on a 35% tax rate. This compares to $5.4 million for the first quarter of 2009, based on a 10% tax rate. Non-GAAP EPS was $0.08 for the first quarter of 2010 based on 74.9 million weighted-average diluted shares outstanding, compared to $0.08 in the first quarter of 2009 based on 65.9 million weighted-average diluted shares outstanding. Non-GAAP net income and EPS exclude stock-based compensation expense and the related tax effects.

 

 

1

A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

Management Commentary:

Ken Xie, founder, president and chief executive officer of Fortinet, stated: “We are very pleased with the company’s execution in the first quarter, which resulted in accelerated growth across our targeted customer segments and across all geographic regions. We believe Fortinet’s business momentum is being driven by our superior value proposition in unified threat management, combined with growing traction for our complementary product portfolio and ramping productivity related to our increased investments in the sales organization.”


Ken Goldman, chief financial officer of Fortinet, stated: “We reported solid results in the first quarter, which met or exceeded our expectations across key metrics, including billings, revenue, operating profitability and cash flow. Looking ahead, we will continue to invest in our business to support growth as the economic environment improves. At the same time, we remain focused on continuing to drive productivity improvements to deliver against our goals of long-term operating margin expansion.”

Conference Call Details

Fortinet will host a conference call today, April 28, 2010, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss the Company’s financial results. To access this call, dial (877) 303-6913 (domestic) or (224) 357-2188 (international) with conference ID # 69537822. A live webcast of the conference call and supplemental slides will be accessible from the Investor Relations page of Fortinet’s website at http://investor.fortinet.com and a replay will be archived and accessible at: http://investor.fortinet.com/events.cfm. A replay of this conference call can also be accessed through May 7, 2010, by dialing (800) 642-1687 (domestic) or (706) 645-9291 (international). The replay passcode is 69537822.

Following Fortinet’s earnings conference call, the Company will host an additional question-and-answer session at 3:30 p.m. Pacific Time (6:30 p.m. Eastern Time) to provide an opportunity for financial analysts to ask more detailed product and financial questions. To access this call, dial (877) 303-6913 (domestic) or (224) 357-2188 (international) with conference ID # 69539155. This follow-up call will be webcast live and accessible at http://investor.fortinet.com, and will be archived and available after the call at http://investor.fortinet.com/events.cfm. A replay of this conference call will also be available through May 7, 2010 at (800) 642-1687 (domestic) or (706) 645-9291 (international). The replay passcode is 69539155.


About Fortinet (www.fortinet.com)

Fortinet (NASDAQ: FTNT) is a worldwide provider of network security and unified threat management (UTM) solutions. Our products and subscription services provide broad, integrated and high-performance protection against dynamic security threats while simplifying the IT security infrastructure. Our customers include enterprises, service providers and government entities worldwide, including the majority of the 2009 Fortune Global 100. Fortinet is headquartered in Sunnyvale, Calif., with offices around the world.

#            #             #

Copyright © 2010 Fortinet, Inc. All rights reserved. The symbols ® and™ denote respectively federally registered trademarks and unregistered trademarks of Fortinet, Inc., its subsidiaries and affiliates. Fortinet’s trademarks include, but are not limited to, the following: Fortinet, FortiGate, FortiGuard, FortiManager, FortiMail, FortiClient, FortiCare, FortiAnalyzer, FortiReporter, FortiOS, FortiASIC, FortiWiFi, FortiSwitch, FortiVoIP, FortiBIOS, FortiLog, FortiResponse, FortiCarrier, FortiScan, FortiDB and FortiWeb. Other trademarks belong to their respective owners.

FTNT-F

Forward-looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. These statements include statements regarding trends in accelerated growth across our targeted customer segments and across all geographic regions, business momentum, the growing traction of our product portfolio, ramping productivity, our increased investments in the sales organization, our continued investment in the business, growth in sales as the economic environment improves, our continued focus on driving productivity improvements, and our goal of long-term operating margin expansion. Although Fortinet attempts to be accurate in making forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. Important factors that could cause results to differ materially from the statements herein include the following: general economic risks; uncertainty regarding increased business and renewals from existing customers; uncertainties around continued success in sales growth; risks associated with successful implementation of multiple integrated software products and other product functionality risks; execution risks around new product introductions and innovation; the ability to attract and retain key personnel; changes in strategy; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organizations; technological changes that make our products and services less competitive; and the other risk factors set forth from time to time in our filings with the SEC, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from Fortinet’s investor relations department. All forward-looking statements herein reflect our opinions only as of the date of this release, and we undertake no obligation, and expressly disclaim any obligation, to update forward-looking statements herein in light of new information or future events.

Non-GAAP Financial Measures

Fortinet has provided in this release financial information that has not been prepared in accordance with GAAP. Fortinet uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating Fortinet’s ongoing operational performance. Fortinet believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing its financial results with other companies in Fortinet’s industry, many of which present similar non-GAAP financial measures to investors.


Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure below. As previously mentioned, a reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.

Billings. We define billings as revenue recognized plus the change in deferred revenue from the beginning to the end of the period. Fortinet considers billings to be a useful metric for management and investors because billings drive deferred revenue, which is an important indicator of the health and visibility of Fortinet’s business, and has historically represented a majority of the quarterly revenue that Fortinet recognizes. 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, Fortinet 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 revenues and evaluating billings together with revenues calculated in accordance with GAAP.

Free Cash Flow. 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, and strengthening the balance sheet. Analysis of free cash flow also 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 provided by operating activities as a means for evaluating Fortinet is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period because it excludes cash used for capital expenditures during the period. Our management compensates for this limitation by providing information about our capital expenditures on the face of the cash flow statement and under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in our Quarterly Report on Form 10-Q and Annual Report on Form 10-K. Fortinet has computed free cash flow using the same consistent method from quarter to quarter and year to year.

Non-GAAP operating income and operating margin. We define non-GAAP operating income as operating income plus stock-based compensation expense. Non-GAAP operating margin is defined as non-GAAP operating income divided by revenue. Fortinet considers these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of stock-based compensation expense so that Fortinet’s management and investors can compare Fortinet’s recurring core business operating results over multiple periods. There are a


number of limitations related to the use of non-GAAP operating income versus operating income calculated in accordance with GAAP. First, non-GAAP operating income excludes stock-based compensation expense. Stock-based compensation has been and will continue to be for the foreseeable future a significant recurring expense in Fortinet’s business. Second, stock-based compensation is an important part of our employees’ compensation and impacts their performance. Third, the components of the costs that we exclude in our calculation of non-GAAP operating income may differ from the components that our peer companies exclude when they report their non-GAAP results of operations. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP operating income and evaluating non-GAAP operating income together with operating income calculated in accordance with GAAP.

Non-GAAP net income and EPS. We define non-GAAP net income as net income plus stock-based compensation expense, less the related tax effects for both periods presented, and the premium paid on repurchase of convertible preferred stock for the first quarter of 2009. We define non-GAAP EPS as non-GAAP net income divided by the weighted-average outstanding shares, on a fully-diluted basis. We consider these non-GAAP financial measures to be a useful metric for management and investors for the same reasons that Fortinet uses non-GAAP operating income and non-GAAP operating margin. However, in order to provide a complete picture of our recurring core business operating results, we exclude from non-GAAP net income and non-GAAP EPS the tax effects associated with stock-based compensation. Without excluding these tax effects, investors would only see the gross effect that excluding these expenses had on our operating results. The same limitations described above regarding Fortinet’s use of non-GAAP operating income and non-GAAP operating margin apply to our use of non-GAAP net income and non-GAAP EPS. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP net income and non-GAAP EPS and evaluating non-GAAP net income and non-GAAP EPS together with net income and EPS calculated in accordance with GAAP.


FORTINET, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

     March 31,
2010
    December 31,
2009
 
ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 174,255      $ 212,458   

Short-term investments

     73,905        47,856   

Accounts receivable, net of allowance for doubtful accounts of $303 and $367, respectively

     51,315        54,551   

Inventory

     9,867        10,649   

Deferred tax asset

     9,662        9,652   

Prepaid expenses and other current assets

     3,591        3,100   

Deferred cost of revenues

     3,958        3,951   
                

Total current assets

     326,553        342,217   

PROPERTY AND EQUIPMENT — Net

     6,663        6,387   

DEFERRED COST OF REVENUES — Noncurrent

     5,357        5,743   

DEFERRED TAX ASSET — Noncurrent

     31,671        31,671   

OTHER ASSETS

     1,188        1,195   

LONG-TERM INVESTMENTS

     32,777        —     
                

TOTAL ASSETS

   $ 404,209      $ 387,213   
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

CURRENT LIABILITIES:

    

Accounts payable

   $ 10,186      $ 10,987   

Accrued liabilities

     14,003        15,050   

Accrued payroll and compensation

     14,541        13,991   

Deferred revenue — Current

     145,140        140,537   
                

Total current liabilities

     183,870        180,565   

DEFERRED REVENUE — Noncurrent

     66,397        61,393   

OTHER NON-CURRENT LIABILITIES

     2,836        2,803   
                

Total liabilities

     253,103        244,761   
                

STOCKHOLDERS’ EQUITY:

    

Common stock

     68        67   

Additional paid-in-capital

     208,596        204,268   

Treasury stock — common

     (2,995     (2,995

Accumulated other comprehensive income

     1,191        1,084   

Accumulated deficit

     (55,754     (59,972
                

Total stockholders’ equity

     151,106        142,452   
                

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 404,209      $ 387,213   
                

 


FORTINET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

 

     Three Months Ended  
     March 31,
2010
    March 29,
2009
 

REVENUE:

    

Product

   $ 27,110      $ 19,326   

Services

     38,625        31,573   

Ratable product and services

     4,060        3,295   
                

Total revenue

     69,795        54,194   
                

COST OF REVENUE:

    

Product*

     11,314        8,305   

Services*

     6,468        5,048   

Ratable product and services

     1,593        1,301   
                

Total cost of revenue

     19,375        14,654   
                

GROSS PROFIT:

    

Product

     15,796        11,021   

Services

     32,157        26,525   

Ratable product and services

     2,467        1,994   
                

Total gross profit

     50,420        39,540   
                

OPERATING EXPENSES:

    

Research and development*

     11,934        9,876   

Sales and marketing*

     26,723        21,763   

General and administrative*

     5,059        4,672   
                

Total operating expenses

     43,716        36,311   
                

OPERATING INCOME

     6,704        3,229   

INTEREST INCOME

     268        714   

OTHER INCOME (EXPENSE) — NET

     (250     494   
                

INCOME BEFORE INCOME TAXES

     6,722        4,437   

PROVISION FOR INCOME TAXES

     2,504        663   
                

NET INCOME

   $ 4,218      $ 3,774   

Premium paid on repurchase of convertible preferred shares

     —          (5,231
                

Net income (loss) attributable to common stockholders

   $ 4,218      $ (1,457
                

Net income (loss) per share:

    

Basic

   $ 0.06      $ (0.07
                

Diluted

   $ 0.06      $ (0.07
                

Weighted-average shares outstanding:

    

Basic

     67,181        20,960   
                

Diluted

     74,878        20,960   
                

 

    

*  Includes stock-based compensation expense as follows:

    

Cost of product revenue

   $ 24      $ 24   

Cost of services revenue

     208        124   

Research and development

     554        378   

Sales and marketing

     866        644   

General and administrative

     496        380   
                
   $ 2,148      $ 1,550   
                

 


FORTINET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Three Months Ended  
     March 31,
2010
    March 29,
2009
 

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 4,218      $ 3,774   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     1,375        1,353   

Amortization of investment premiums

     1,090        269   

Stock-based compensation

     2,148        1,550   

Excess tax benefit from employee stock option plans

     (795     —     

Changes in operating assets and liabilities:

    

Accounts receivable — net

     3,236        5,478   

Inventory

     (27     69   

Deferred tax assets

     (10     —     

Prepaid expenses and other current assets

     (529     (738

Deferred cost of revenues

     379        (169

Other assets

     3        174   

Accounts payable

     (505     341   

Accrued liabilities

     (576     (919

Accrued payroll and compensation

     839        (1,313

Deferred revenue

     9,607        5,994   

Income taxes payable

     1,363        (292
                

Net cash provided by operating activities

     21,816        15,571   
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchase of investments

     (73,903     (46,393

Maturities and sales of investments

     13,945        33,950   

Purchase of property and equipment

     (1,014     (2,625
                

Net cash used in investing activities

     (60,972     (15,068
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from exercise of stock options

     1,386        723   

Offering costs paid in connection with Initial Public Offering

     (872     —     

Repurchase of convertible preferred stock

     —          (6,273

Repurchase of common stock

     —          (1,769

Excess tax benefit from employee stock option plans

     795        —     
                

Net cash provided by (used in) financing activities

     1,309        (7,319
                

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS

     (356     (240
                

NET DECREASE IN CASH AND CASH EQUIVALENTS

     (38,203     (7,056

CASH AND CASH EQUIVALENTS — Beginning of period

     212,458        56,571   
                

CASH AND CASH EQUIVALENTS — End of period

   $ 174,255      $ 49,515   
                


Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures

(in thousands, except per share amounts)

(unaudited)

 

     Three Months Ended  
     March 31,
2010
    March 29,
2009
 

Total revenue

   $ 69,795      $ 54,194   

Increase in deferred revenue

     9,607        5,994   
                

Total billings (Non-GAAP)

   $ 79,402      $ 60,188   
                
     Three Months Ended  
     March 31,
2010
    March 29,
2009
 

Net cash provided by operating activities

   $ 21,816      $ 15,571   

Less purchases of property and equipment

     (1,014     (2,625
                

Free cash flow (Non-GAAP)

   $ 20,802      $ 12,946   
                

Net cash used in investing activities*

   $ (60,972   $ (15,068
                

Net cash provided by (used in) financing activities

   $ 1,309      $ (7,319
                

 

* includes purchases of property and equipment.

 

     Three Months Ended
March 31, 2010
    Three Months Ended
March 29, 2009
 
     GAAP
Results
    Adjustments     Non-GAAP
Results
    GAAP
Results
    Adjustments     Non-GAAP
Results
 

Operating Income

   $ 6,704      2,148 (a)    $ 8,852      $ 3,229      1,550 (b)    $ 4,779   
                                            

Operating Margin

     9.6       12.7     6.0       8.8
                                    
     2,148 (a)        1,550 (b)   
     (601 )(c)        88 (c)   
                    

Net Income

   $ 4,218      1,547      $ 5,765      $ 3,774      1,638      $ 5,412   

Premium paid on repurchase of convertible preferred shares

     —        —          —          (5,231   5,231 (d)      —     
                                            

Net income (loss) attributable to common stockholders

   $ 4,218        $ 5,765      $ (1,457     $ 5,412   
                                    

Net Income (loss) per share - diluted

   $ 0.06        $ 0.08      $ (0.07     $ 0.08   
                                    

Shares used in per share calculation - diluted

     74,878          74,878        20,960          65,897   
                                    

 

(a) To eliminate $2.1 million of stock-based compensation expense in the first quarter of 2010.
(b) To eliminate $1.6 million of stock-based compensation expense in the first quarter of 2009.
(c) To eliminate the tax effects related to expenses noted in (a) and (b).
(d) To adjust net income attributable to common shareholders for the premium paid on repurchase of convertible preferred stock.