FTNT Q2-2012 Form 8K


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):
July 25, 2012
 
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 July 25, 2012, Fortinet, Inc. issued a press release reporting its financial results for the second quarter ended June 30, 2012. 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 July 25, 2012






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: July 25, 2012
By:
/s/    JOHN WHITTLE
 
 
John Whittle
 
 
Vice President and General Counsel






EXHIBIT INDEX
 
Exhibit No.
  
Description
99.1
  
Press release dated July 25, 2012





FTNT Q2-2012 EX 99.1



Press Release


Investor & Media Contact:
 
Media Contact:
 
 
 
Michelle Spolver
 
Rick Popko
Fortinet, Inc.
 
Fortinet, Inc.
408-486-7837
 
408-486-7853
mspolver@fortinet.com
 
rpopko@fortinet.com
    
Fortinet Reports Second Quarter 2012 Financial Results
Revenues of $129.0 million, up 25% year over year
Billings of $145.8 million, up 32% year over year1 
GAAP diluted net income per share of $0.08
Non-GAAP diluted net income per share of $0.121 
Free cash flow of $41.3 million1
Cash, cash equivalents and investments of $644.4 million, with no debt

SUNNYVALE, Calif. - July 25, 2012 - Fortinet® (NASDAQ: FTNT) - a leader in high-performance network security - today announced financial results for the second quarter ended June 30, 2012.


Financial Highlights for the Second Quarter of 2012

Revenue: Total revenue was $129.0 million for the second quarter of 2012, an increase of 25% compared to $103.0 million in the same quarter of 2011. Within total revenue, product revenue was $61.7 million, an increase of 32% compared to the same quarter of 2011. Services revenue was $65.4 million, an increase of 24% compared to the same quarter of 2011.

Billings1: Total billings were $145.8 million for the second quarter of 2012, an increase of 32% compared to $110.2 million in the same quarter of 2011.

Deferred Revenue: Deferred revenue was $331.4 million as of June 30, 2012, an increase of 21% compared to deferred revenue of $273.2 million as of June 30, 2011, and up $16.8 million from $314.6 million as of March 31, 2012.

Cash and Free Cash Flow1: As of June 30, 2012, cash, cash equivalents and investments





were $644.4 million, compared to $600.3 million as of March 31, 2012. In the second quarter of 2012, free cash flow was $41.3 million.

GAAP Operating Income: GAAP operating income was $21.0 million for the second quarter of 2012, representing a GAAP operating margin of 16%. GAAP operating income was $18.8 million for the same quarter of 2011, representing a GAAP operating margin of 18%.

GAAP Net Income and Diluted Net Income Per Share: GAAP net income was $14.0 million for the second quarter of 2012, based on a 37% tax rate for the quarter. This compares to GAAP net income of $14.5 million for the same quarter of 2011, based on a 25% tax rate for the quarter. GAAP diluted net income per share was $0.08 for the second quarter of 2012, based on 166.1 million weighted-average diluted shares outstanding, compared to $0.09 for the same quarter of 2011, based on 163.9 million weighted-average diluted shares outstanding.  

Non-GAAP Operating Income1: Non-GAAP operating income was $28.3 million for the second quarter of 2012, representing a non-GAAP operating margin of 22%. Non-GAAP operating income was $22.2 million for the same quarter of 2011, representing a non-GAAP operating margin of 22%.

Non-GAAP Net Income and Diluted Net Income Per Share1: Non-GAAP net income was $19.5 million for the second quarter of 2012, based on a 34% effective tax rate for the quarter. Non-GAAP net income for the same quarter of 2011 was $15.3 million, based on a 33% effective tax rate. Non-GAAP diluted net income per share was $0.12 for the second quarter of 2012 based on 166.1 million weighted-average diluted shares outstanding, compared to $0.09 for the same quarter of 2011, based on 163.9 million weighted-average diluted shares outstanding.


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: “Our strong performance in the second quarter highlights the demand for our network security offerings, which deliver unmatched performance and broad, flexible deployment options. We had healthy growth across all geographies and continued market share gains, especially with large U.S. enterprises. The momentum for Fortinet is high and we are excited about our technology roadmap for the second half of the year.”

Ken Goldman, chief financial officer of Fortinet, stated: “We are very pleased with our second





quarter results, particularly our ability to achieve billings growth of 32%, which is the strongest increase we've had since the first quarter of 2011. Our outperformance and ability to continue to grow more than twice the rate of our core market in challenging economic conditions is significant, and evidence that our vision and go-to-market strategy are working and our investments in the business are paying off.”

Conference Call Details
Fortinet will host a conference call today, July 25, 2012, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss its financial results. To access this call, dial (877) 303-6913 (domestic) or (224) 357-2188 (international) with conference ID # 99551686. 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 August 8, 2012, by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) with conference ID# 99551686.

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 and investors 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 # 99562437. This follow-up call will be webcast live and accessible at http://investor.fortinet.com, and a replay 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 August 8, 2012 by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) with conference ID # 99562437.

About Fortinet (www.fortinet.com)
Fortinet (NASDAQ: FTNT) is a worldwide provider of network security appliances and the market leader in unified threat management (UTM). 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 2011 Fortune Global 100. Fortinet's flagship FortiGate product delivers ASIC-accelerated performance and integrates multiple layers of security designed to help protect against application and network threats.





Fortinet's broad product line goes beyond UTM to help secure the extended enterprise - from endpoints, to the perimeter and the core, including databases and applications. Fortinet is headquartered in Sunnyvale, Calif., with offices around the world.
#    #    #
Copyright © 2012 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 forward-looking statements include statements regarding the momentum in our business, growth of our business and our product pipeline in 2012. Although we attempt 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; specific economic risks in different geographies and among different customer segments; uncertainty regarding increased business and renewals from existing customers; uncertainties around continued success in sales growth and market share gains; failure to convert sales pipeline into final sales; risks associated with successful implementation of multiple integrated software products and other product functionality risks; execution risks around new product development and introductions and innovation; market acceptance of new products and services; the ability to attract and retain 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; risks associated with the adoption of, and demand for, the UTM model in general and by specific customer segments; competition and pricing pressure; 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 our 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
We have provided in this release financial information that has not been prepared in accordance with Generally Accepted Accounting Principles (GAAP). We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We believe 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 our financial results with other companies in our 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 measures 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. We consider 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 our business, and has historically 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 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 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 the Company 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. 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 most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K.

Non-GAAP operating income and operating margin. We define non-GAAP operating income as operating income plus stock-based compensation reduced by the income from payments we received from a patent settlement. Non-GAAP operating margin is defined as non-GAAP operating income divided by revenue. We consider these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of stock-based compensation expense and patent settlement related income so that our management and investors can compare our 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 our 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 diluted net income per share. We define non-GAAP net income as net income plus stock-based compensation expense reduced by the income from payments we received from a patent settlement, less the related tax effects. We define non-GAAP diluted net income per share as non-GAAP net income divided by the weighted-average diluted shares outstanding. We consider these non-GAAP financial measures to be useful metrics for management and investors for the same reasons that we use 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 diluted net income per share, the tax effects associated with stock-based compensation and the patent settlement. We believe the effective tax rates we used are reasonable estimates of long-term normalized tax rates under our global operating structure. The same limitations described above regarding our use of non-GAAP operating income and non-GAAP operating margin apply to our use of non-GAAP net income and non-GAAP diluted net income per share. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP net income and non-GAAP diluted net income per share and evaluating non-GAAP net income and non-GAAP diluted net income per share together with net income and diluted net income per share calculated in accordance with GAAP.







FORTINET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)  
 
June 30,
2012
 
December 31,
2011
ASSETS

 

CURRENT ASSETS:

 

Cash and cash equivalents
$
81,226


$
71,990

Short-term investments
320,403


318,283

Accounts receivable, net of allowance for doubtful accounts of $229 and $336, respectively
95,351


95,522

Inventory
20,828


16,249

Deferred tax assets
7,063


7,578

Prepaid expenses and other current assets
15,570


13,948

Total current assets
540,441


523,570

PROPERTY AND EQUIPMENT—Net
10,247


7,966

DEFERRED TAX ASSETS—Non-current
46,003


46,523

LONG-TERM INVESTMENTS
242,769


148,414

OTHER ASSETS
7,715


8,274

TOTAL ASSETS
$
847,175


$
734,747

LIABILITIES AND STOCKHOLDERS' EQUITY





CURRENT LIABILITIES:





Accounts payable
$
24,101


$
19,768

Accrued liabilities
17,280


15,971

Accrued payroll and compensation
27,086


24,197

Deferred revenue
226,510


206,928

Total current liabilities
294,977


266,864

DEFERRED REVENUE—Non-current
104,858


87,905

OTHER LIABILITIES
20,696


21,624

Total liabilities
420,531


376,393

STOCKHOLDERS' EQUITY:





Common stock
159


156

Additional paid-in capital
356,438


317,026

Treasury stock
(2,995
)

(2,995
)
Accumulated other comprehensive income
1,154


402

Retained earnings
71,888


43,765

Total stockholders' equity
426,644


358,354

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
847,175


$
734,747








FORTINET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
 
Three Months Ended

Six Months Ended
 
June 30,
2012

June 30,
2011

June 30,
2012

June 30,
2011
REVENUE:

 





Product
$
61,692


$
46,687


$
114,896


$
86,852

Services
65,412


52,671


127,550


101,357

Ratable and other revenue
1,858


3,665


3,763


8,080

Total revenue
128,962


103,023


246,209


196,289

COST OF REVENUE:







Product 1
23,935


16,591


43,003


30,666

Services 1
12,467


8,596


23,680


16,377

Ratable and other revenue
725


1,371


1,487


2,931

Total cost of revenue
37,127


26,558


68,170


49,974

GROSS PROFIT:







Product
37,757


30,096


71,893


56,186

Services
52,945


44,075


103,870


84,980

Ratable and other revenue
1,133


2,294


2,276


5,149

Total gross profit
91,835


76,465


178,039


146,315

OPERATING EXPENSES:







Research and development 1
20,388


15,942


40,055


30,363

Sales and marketing 1
44,259


35,896


86,295


68,614

General and administrative 1
6,238


5,848


12,023


11,114

Total operating expenses
70,885


57,686


138,373


110,091

OPERATING INCOME
20,950


18,779


39,666


36,224

INTEREST INCOME
1,203


863


2,287


1,656

OTHER INCOME (EXPENSE)—Net
73


(207
)

3


(302
)
INCOME BEFORE INCOME TAXES
22,226


19,435


41,956


37,578

PROVISION FOR INCOME TAXES
8,276


4,941


13,833


9,497

NET INCOME
$
13,950


$
14,494


$
28,123


$
28,081

Net income per share:







Basic
$
0.09


$
0.10


$
0.18


$
0.19

Diluted
$
0.08


$
0.09


$
0.17


$
0.17

Weighted-average shares outstanding:







Basic
157,474


152,267


156,742


151,293

Diluted
166,061


163,887


165,808


163,393













1 Includes stock-based compensation expense as follows:











Cost of product revenue
$
88


$
43


$
152


$
65

Cost of services revenue
941


362


1,686


560

Research and development
2,292


985


4,249


1,438

Sales and marketing
3,475


1,681


6,918


3,581

General and administrative
1,056


799


2,093


1,296


$
7,852


$
3,870


$
15,098


$
6,940







FORTINET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)

 
Three Months Ended

Six Months Ended
 
June 30,
2012

June 30,
2011

June 30,
2012

June 30,
2011
Net income
$
13,950


$
14,494


$
28,123


$
28,081

Other comprehensive income:











Foreign currency translation
(783
)

269


(225
)

923

Unrealized gains (losses) on investments
(326
)

159


1,473


154

Unrealized gains (losses) on cash flow hedges
19




19


(74
)
Tax provision related to items of other comprehensive income
114




(515
)


Net change in accumulated other comprehensive income
(976
)

428


752


1,003

Comprehensive income
$
12,974


$
14,922


$
28,875


$
29,084









FORTINET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)

 
Six Months Ended
 
June 30,
2012

June 30,
2011
CASH FLOWS FROM OPERATING ACTIVITIES:



Net income
$
28,123


$
28,081

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



Depreciation and amortization
5,077


3,336

Loss on disposal of fixed assets
31



Amortization of investment premiums
6,528


6,291

Stock-based compensation
15,098


6,940

Excess tax benefits from employee stock option plans
(5,158
)

(4,491
)
Changes in operating assets and liabilities:



Accounts receivable—net
(328
)

63

Inventory
(7,952
)

(1,455
)
Deferred tax assets
520


(5,546
)
Prepaid expenses and other current assets
(250
)

(1,000
)
Other assets
886


(887
)
Accounts payable
4,321


355

Accrued liabilities
910


3,660

Accrued payroll and compensation
2,998


357

Other liabilities
(1,014
)

3,170

Deferred revenue
36,502


20,544

Income taxes payable
5,744


14,826

Net cash provided by operating activities
92,036


74,244

CASH FLOWS FROM INVESTING ACTIVITIES:



Purchases of investments
(355,025
)

(287,659
)
Sales of investments
44,255


75,582

Maturities of investments
209,242


136,263

Purchases of property and equipment
(3,855
)

(1,450
)
Payment made in connection with business acquisition
(550
)

(2,623
)
Net cash used in investing activities
(105,933
)

(79,887
)
CASH FLOWS FROM FINANCING ACTIVITIES:



Proceeds from issuance of common stock
17,650


11,219

Excess tax benefit from employee stock option plans
5,158


4,491

Net cash provided by financing activities
22,808


15,710

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
325


1,093

NET INCREASE IN CASH AND CASH EQUIVALENTS
9,236


11,160

CASH AND CASH EQUIVALENTS—Beginning of period
71,990


66,859

CASH AND CASH EQUIVALENTS—End of period
$
81,226


$
78,019








Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures
(Unaudited, in thousands)


Reconciliation of GAAP revenue to billings


Three Months Ended

June 30,
2012

June 30,
2011
Total revenue
$
128,962


$
103,023

Increase in deferred revenue
16,796


7,170

Total billings (Non-GAAP)
$
145,758


$
110,193



Reconciliation of net cash provided by operating activities to free cash flow


Three Months Ended

June 30,
2012

June 30,
2011
Net cash provided by operating activities
$
43,518


$
34,068

Less purchases of property and equipment
(2,231
)

(756
)
Free cash flow (Non-GAAP)
$
41,287


$
33,312


     






Reconciliation of non-GAAP results of operations to the nearest comparable GAAP measures
(Unaudited, in thousands, except per share amounts)


Reconciliation of GAAP to Non-GAAP operating income, operating margin, net income and diluted net income per share


Three Months Ended June 30, 2012

Three Months Ended June 30, 2011

GAAP Results

Adjustments

Non-GAAP Results

GAAP Results

Adjustments

Non-GAAP Results
Operating Income
$
20,950


$
7,374

(a)
$
28,324


$
18,779


$
3,392

(b)
$
22,171

Operating Margin
16
%



22
%

18
%



22
%



7,374

(a)




3,392

(b)




(1,788
)
(c)




(2,592
)
(c)

Net Income
$
13,950


$
5,586


$
19,536


$
14,494


$
800


$
15,294

Diluted net income per share
$
0.08




$
0.12


$
0.09




$
0.09

Shares used in per share calculations - diluted
166,061




166,061


163,887




163,887


(a) To exclude $7.8 million of stock-based compensation expense offset by $0.5 million of patent settlement income in the three months ended June 30, 2012.
(b) To exclude $3.9 million of stock-based compensation expense offset by $0.5 million of patent settlement income in the three months ended June 30, 2011.
(c) To exclude the tax effects related to expenses noted in (a) and (b).