FTNT Q3-2013 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):
October 23, 2013
 
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 October 23, 2013, Fortinet, Inc. issued a press release reporting its financial results for the third quarter ended September 30, 2013. 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 October 23, 2013






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: October 23, 2013
By:
/s/    JOHN WHITTLE
 
 
John Whittle
 
 
Vice President and General Counsel






EXHIBIT INDEX
 
Exhibit No.
  
Description
99.1
  
Press release dated October 23, 2013





FTNT Q3-2013 EX 99.1



Press Release


Investor 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 Third Quarter 2013 Financial Results
Billings of $165.2 million, up 14% year over year1 
Revenues of $154.7 million, up 14% year over year
GAAP diluted net income per share of $0.07
Non-GAAP diluted net income per share of $0.121 
Cash flow from operations of $25.4 million
Free cash flow of $22.2 million1 
Cash, cash equivalents and investments of $841.0 million, with no debt

SUNNYVALE, Calif. - October 23, 2013 - Fortinet® (NASDAQ: FTNT) - a leader in high-performance network security - today announced financial results for the third quarter ended September 30, 2013.

We were very pleased with our solid execution during the third quarter, particularly our ability to exceed the high end of our billings, revenue and earnings per share expectations," said Ken Xie, founder, president and chief executive officer. “Our performance highlights the underlying strength of our technology and market adoption of Fortinet’s solutions across the globe. We are excited about the innovation we delivered with our latest FortiASIC NP-6 processor which enables the fastest firewall and IPS performance in the industry and brings with it meaningful benefits to customers.


Financial Highlights for the Third Quarter of 2013

Billings1: Total billings were $165.2 million for the third quarter of 2013, an increase of 14% compared to $145.0 million in the same quarter of 2012.







Revenue: Total revenue was $154.7 million for the third quarter of 2013, an increase of 14% compared to $136.3 million in the same quarter of 2012. Within total revenue, product revenue was $69.7 million, an increase of 11% compared to the same quarter of

2012. Services revenue was $83.9 million, an increase of 20% compared to the same quarter of 2012.

Deferred Revenue: Deferred revenue was $400.2 million as of September 30, 2013, an increase of 18% compared to deferred revenue of $340.1 million as of September 30, 2012, and an increase of $10.5 million from $389.7 million as of June 30, 2013.

Cash and Cash Flow: As of September 30, 2013, cash, cash equivalents and investments were $841.0 million, compared to $814.4 million as of June 30, 2013. In the third quarter of 2013, cash flow from operations was $25.4 million and free cash flow was $22.2 million1.

GAAP Operating Income: GAAP operating income was $18.3 million for the third quarter of 2013, representing a GAAP operating margin of 12%. GAAP operating income was $25.8 million for the same quarter of 2012, representing a GAAP operating margin of 19%.

GAAP Net Income and Diluted Net Income Per Share: GAAP net income was $11.0 million for the third quarter of 2013, based on a 40% effective tax rate for the quarter. This compared to GAAP net income of $17.2 million for the same quarter of 2012, based on a 36% effective tax rate for the quarter. GAAP diluted net income per share was $0.07 for the third quarter of 2013, based on 168.7 million weighted-average diluted shares outstanding, compared to $0.10 for the same quarter of 2012, based on 166.8 million weighted-average diluted shares outstanding.  

Non-GAAP Operating Income1: Non-GAAP operating income was $30.0 million for the third quarter of 2013, representing a non-GAAP operating margin of 19%. Non-GAAP operating income was $34.3 million for the same quarter of 2012, representing a non-GAAP operating margin of 25%.

Non-GAAP Net Income and Diluted Net Income Per Share1: Non-GAAP net income was $20.2 million for the third quarter of 2013, based on a 33% effective tax rate for the quarter. Non-GAAP net income for the same quarter of 2012 was $23.3 million, based on a 34% effective tax rate. Non-GAAP diluted net income per share was $0.12 for the third quarter of 2013 based on 168.7 million weighted-average diluted shares outstanding, compared to $0.14 for the same quarter of 2012, based on 166.8 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”.

Conference Call Details
Fortinet will host a conference call today, October 23, 2013, 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 # 74655490. 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 October 30, 2013, by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) with conference ID# 74655490.

Following Fortinet's financial results 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 questions. To access this call, dial (877) 303-6913 (domestic) or (224) 357-2188 (international) with conference ID # 74655967. 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 October 30, 2013 by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) with conference ID # 74655967.

About Fortinet (www.fortinet.com)
Fortinet (NASDAQ: FTNT) is a worldwide provider of network security appliances and a 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 a majority of the 2012 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 © 2013 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 adoption of our solutions. 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, including specific economic risks such as those that may result from the U.S. budget process; 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; customer support challenges; litigation and disputes and the potential cost, distraction and damage to sales and reputation caused thereby; market acceptance of new products and services; the ability to attract and retain personnel and the loss of any key personnel; changes in strategy; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organizations and service providers; 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 most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and our other filings with the SEC, copies of which are available free of charge at the SECs 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). These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. 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 less any deferred revenue balances acquired from business combination(s) during 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 other 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 expense and amortization expense of certain intangible assets 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, amortization expense of certain intangible assets, 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 and amortization expense of certain intangible assets. Stock-based compensation expense 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 other 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 and amortization expense of certain intangible assets reduced by the income from payments we received from a patent settlement, and includes the impact of the tax adjustment, if any, required to achieve the effective tax rate on a pro forma basis, which could differ from the GAAP effective tax rate. 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 include in non-GAAP net income and non-GAAP diluted net income per share, the tax adjustment required to achieve the effective tax rate on a pro forma basis, which could differ from the GAAP tax rate. 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. Management compensates 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.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)  
 
September 30,
2013

December 31,
2012
ASSETS



CURRENT ASSETS:



Cash and cash equivalents
$
144,546


$
122,975

Short-term investments
368,472


290,719

Accounts receivable—Net
107,802


107,642

Inventory
46,876


21,060

Prepaid expenses and other current assets
38,271


26,878

Total current assets
705,967


569,274

PROPERTY AND EQUIPMENT—Net
28,380


25,638

LONG-TERM INVESTMENTS
327,987


325,892

GOODWILL AND OTHER INTANGIBLE ASSETS—Net
10,612

 
2,117

DEFERRED TAX ASSETS—Non-current
51,996

 
48,525

OTHER ASSETS
3,200


4,051

TOTAL ASSETS
$
1,128,142


$
975,497

LIABILITIES AND STOCKHOLDERS' EQUITY





CURRENT LIABILITIES:





Accounts payable
$
33,257


$
20,816

Accrued liabilities
32,317


22,263

Accrued payroll and compensation
30,450


28,957

Deferred revenue
271,302


247,268

Total current liabilities
367,326


319,304

DEFERRED REVENUE—Non-current
128,871


115,917

INCOME TAX LIABILITIES—Non-current
30,568

 
28,778

OTHER LIABILITIES
1,424


564

Total liabilities
528,189


464,563

STOCKHOLDERS' EQUITY:





Common stock
163


162

Additional paid-in capital
455,279


400,075

Treasury stock


(2,995
)
Accumulated other comprehensive income
1,653


3,091

Retained earnings
142,858


110,601

Total stockholders' equity
599,953


510,934

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
1,128,142


$
975,497

 
 
 
 
Note: Certain prior period amounts have been combined to conform to the current period presentation.







FORTINET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2013

September 30,
2012
 
September 30,
2013
 
September 30,
2012
REVENUE:



 
 
 
 
Product
$
69,687

 
$
63,027

 
$
194,162

 
$
177,923

Services
83,883

 
69,782

 
239,447

 
197,332

Ratable and other revenue
1,129

 
3,459

 
4,338

 
7,222

Total revenue
154,699

 
136,268

 
437,947

 
382,477

COST OF REVENUE:
 
 
 
 
 
 
 
Product 1
27,126

 
23,995

 
77,032

 
66,997

Services 1
16,374

 
13,166

 
48,207

 
36,846

Ratable and other revenue
430

 
647

 
1,527

 
2,135

Total cost of revenue
43,930

 
37,808

 
126,766

 
105,978

GROSS PROFIT:
 
 
 
 
 
 
 
Product
42,561

 
39,032

 
117,130

 
110,926

Services
67,509

 
56,616

 
191,240

 
160,486

Ratable and other revenue
699

 
2,812

 
2,811

 
5,087

Total gross profit
110,769

 
98,460

 
311,181

 
276,499

OPERATING EXPENSES:
 
 
 
 
 
 
 
Research and development 1
26,421

 
20,498

 
74,913

 
60,553

Sales and marketing 1
56,687

 
44,743

 
162,660

 
131,038

General and administrative 1
9,382

 
7,449

 
26,161

 
19,473

Total operating expenses
92,490

 
72,690

 
263,734

 
211,064

OPERATING INCOME
18,279

 
25,770

 
47,447

 
65,435

INTEREST INCOME
1,282

 
1,318

 
3,988

 
3,606

OTHER EXPENSE—Net
(1,151
)
 
(317
)
 
(1,036
)
 
(315
)
INCOME BEFORE INCOME TAXES
18,410

 
26,771

 
50,399

 
68,726

PROVISION FOR INCOME TAXES
7,381

 
9,565

 
18,142

 
23,397

NET INCOME
$
11,029

 
$
17,206

 
$
32,257

 
$
45,329

Net income per share:
 
 
 
 
 
 
 
Basic
$
0.07

 
$
0.11

 
$
0.20

 
$
0.29

Diluted
$
0.07

 
$
0.10

 
$
0.19

 
$
0.27

Weighted-average shares outstanding:
 
 
 
 
 
 
 
Basic
162,906

 
158,751

 
162,150

 
157,416

Diluted
168,666

 
166,791

 
168,054

 
166,127




 


 


 


1 Includes stock-based compensation expense as follows:


 


 


 


Cost of product revenue
$
91

 
$
85

 
$
277

 
$
237

Cost of services revenue
1,297

 
1,018

 
3,543

 
2,704

Research and development
3,548

 
2,525

 
9,605

 
6,774

Sales and marketing
5,215

 
3,879

 
13,927

 
10,797

General and administrative
1,627

 
1,323

 
4,432

 
3,416


$
11,778

 
$
8,830

 
$
31,784

 
$
23,928






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

 
Three Months Ended
 
Nine Months Ended
 
September 30,
2013

September 30,
2012
 
September 30,
2013
 
September 30,
2012
Net income
$
11,029

 
$
17,206

 
$
32,257

 
$
45,329

Other comprehensive income (loss), net of reclassification adjustments:
 
 
 
 
 
 
 
Foreign currency translation gains (losses)
912

 
1,092

 
(901
)
 
867

Unrealized gains (losses) on investments
600

 
1,968

 
(826
)
 
3,441

Unrealized losses on cash flow hedges

 
(19
)
 

 

Tax (provision) benefit related to items of other comprehensive income or loss
(209
)
 
(618
)
 
289

 
(1,133
)
Other comprehensive income (loss), net of tax
1,303


2,423

 
(1,438
)
 
3,175

Comprehensive income
$
12,332


$
19,629

 
$
30,819

 
$
48,504









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

 
Nine Months Ended
 
September 30,
2013

September 30,
2012
CASH FLOWS FROM OPERATING ACTIVITIES:



Net income
$
32,257

 
$
45,329

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
11,511

 
8,076

Amortization of investment premiums
8,900

 
10,002

Stock-based compensation
31,784

 
23,928

Excess tax benefit from employee stock option plans
(2,504
)
 
(9,611
)
Other non-cash items, net
520

 
893

Changes in operating assets and liabilities:
 
 
 
Accounts receivable—Net
589

 
5,680

Inventory
(31,344
)
 
(14,977
)
Prepaid expenses and other current assets
219

 
(71
)
Other assets
(13,928
)
 
(2,630
)
Accounts payable
11,054

 
3,049

Accrued payroll and compensation
1,400

 
1,563

Accrued and other liabilities
2,631

 
1,301

Deferred revenue
36,425

 
45,192

Income taxes payable
11,202

 
15,849

Net cash provided by operating activities
100,716

 
133,573

CASH FLOWS FROM INVESTING ACTIVITIES:

 

Purchases of investments
(419,124
)
 
(523,389
)
Sales of investments
25,488

 
25,768

Maturities of investments
303,852

 
343,174

Purchases of property and equipment
(6,729
)
 
(20,283
)
Payments made in connection with business acquisitions
(7,635
)
 
(749
)
Net cash used in investing activities
(104,148
)
 
(175,479
)
CASH FLOWS FROM FINANCING ACTIVITIES:

 

Proceeds from issuance of common stock
24,470

 
36,006

Taxes paid related to net share settlement of equity awards
(966
)
 

Excess tax benefit from employee stock option plans
2,504

 
9,611

Net cash provided by financing activities
26,008

 
45,617

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
(1,005
)
 
(235
)
NET INCREASE IN CASH AND CASH EQUIVALENTS
21,571

 
3,476

CASH AND CASH EQUIVALENTS—Beginning of period
122,975

 
71,990

CASH AND CASH EQUIVALENTS—End of period
$
144,546

 
$
75,466

 
 
 
 
Note: Certain prior period amounts have been combined to conform to the current period presentation.







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

September 30,
2013

September 30,
2012
Total revenue
$
154,699

 
$
136,268

Add increase in deferred revenue
10,491

 
8,710

Total billings (Non-GAAP)
$
165,190

 
$
144,978



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


Three Months Ended

September 30,
2013

September 30,
2012
Net cash provided by operating activities
$
25,384

 
$
40,770

Less purchases of property and equipment
(3,160
)
 
(16,428
)
Free cash flow (Non-GAAP)
$
22,224

 
$
24,342


     






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 September 30, 2013
 
Three Months Ended September 30, 2012
 
GAAP Results
 
Adjustments
 
Non-GAAP Results
 
GAAP Results
 
Adjustments
 
Non-GAAP Results
Operating Income
$
18,279

 
$
11,723

(a)
$
30,002


$
25,770

 
$
8,578

(b)
$
34,348

Operating Margin
12
%
 

 
19
%

19
%
 

 
25
%
Adjustments:

 


 



 


 

Stock-based compensation expense

 
11,778

 



 
8,830

 

Amortization expense of certain intangible assets
 
 
423

(c)
 
 
 
 
226

(c)
 
Patent settlement income

 
(478
)
 



 
(478
)
 

Tax adjustment

 
(2,563
)
(d)



 
(2,454
)
(e)

Net Income
$
11,029

 
$
9,160

 
$
20,189


$
17,206

 
$
6,124

 
$
23,330

Diluted net income per share
$
0.07

 

 
$
0.12


$
0.10

 

 
$
0.14

Shares used in per share calculations - diluted
168,666

 

 
168,666


166,791

 

 
166,791


(a) To exclude $11.8 million of stock-based compensation expense and $0.4 million of amortization expense of certain intangible assets offset by $0.5 million of patent settlement income in the three months ended September 30, 2013.
(b) To exclude $8.8 million of stock-based compensation expense and $0.2 million of amortization expense of certain intangible assets offset by $0.5 million of patent settlement income in the three months ended September 30, 2012.
(c) Effective second quarter of fiscal 2013, amortization expense of certain intangible assets is excluded from GAAP net income. Prior period amounts have been adjusted to conform to the current period presentation.
(d) Non-GAAP financial information is adjusted to achieve an overall 33 percent effective tax rate on a pro forma basis, which differs from the GAAP tax rate, in the three months ended September 30, 2013.
(e) Non-GAAP financial information is adjusted to achieve an overall 34 percent effective tax rate on a pro forma basis, which differs from the GAAP tax rate, in the three months ended September 30, 2012.