|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
WASHINGTON
|
|
91-1714307
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
Large accelerated filer
|
|
þ
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
Page
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
March 31,
2015 |
|
September 30,
2014 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
367,605
|
|
|
$
|
281,502
|
|
Short-term investments
|
|
298,862
|
|
|
363,877
|
|
||
Accounts receivable, net of allowances of $3,277 and $4,958
|
|
262,624
|
|
|
242,242
|
|
||
Inventories
|
|
29,343
|
|
|
24,471
|
|
||
Deferred tax assets
|
|
44,832
|
|
|
42,290
|
|
||
Other current assets
|
|
48,858
|
|
|
44,466
|
|
||
Total current assets
|
|
1,052,124
|
|
|
998,848
|
|
||
Property and equipment, net
|
|
68,746
|
|
|
66,791
|
|
||
Long-term investments
|
|
467,702
|
|
|
482,917
|
|
||
Deferred tax assets
|
|
1,315
|
|
|
4,434
|
|
||
Goodwill
|
|
556,957
|
|
|
556,957
|
|
||
Other assets, net
|
|
74,435
|
|
|
75,003
|
|
||
Total assets
|
|
$
|
2,221,279
|
|
|
$
|
2,184,950
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
34,683
|
|
|
$
|
43,772
|
|
Accrued liabilities
|
|
118,617
|
|
|
108,772
|
|
||
Deferred revenue
|
|
544,426
|
|
|
484,437
|
|
||
Total current liabilities
|
|
697,726
|
|
|
636,981
|
|
||
Other long-term liabilities
|
|
23,217
|
|
|
22,718
|
|
||
Deferred revenue, long-term
|
|
176,162
|
|
|
152,312
|
|
||
Deferred tax liabilities
|
|
2,778
|
|
|
3,629
|
|
||
Total long-term liabilities
|
|
202,157
|
|
|
178,659
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Preferred stock, no par value; 10,000 shares authorized, no shares outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, no par value; 200,000 shares authorized, 71,655 and 73,390 shares issued and outstanding
|
|
20,683
|
|
|
15,753
|
|
||
Accumulated other comprehensive loss
|
|
(13,224
|
)
|
|
(9,584
|
)
|
||
Retained earnings
|
|
1,313,937
|
|
|
1,363,141
|
|
||
Total shareholders’ equity
|
|
1,321,396
|
|
|
1,369,310
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
2,221,279
|
|
|
$
|
2,184,950
|
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net revenues
|
|
|
|
|
|
|
|
|
||||||||
Products
|
|
$
|
244,116
|
|
|
$
|
225,135
|
|
|
$
|
485,053
|
|
|
$
|
443,736
|
|
Services
|
|
228,027
|
|
|
194,908
|
|
|
449,883
|
|
|
382,759
|
|
||||
Total
|
|
472,143
|
|
|
420,043
|
|
|
934,936
|
|
|
826,495
|
|
||||
Cost of net revenues
|
|
|
|
|
|
|
|
|
||||||||
Products
|
|
43,600
|
|
|
37,806
|
|
|
85,670
|
|
|
75,050
|
|
||||
Services
|
|
38,996
|
|
|
37,856
|
|
|
76,274
|
|
|
73,495
|
|
||||
Total
|
|
82,596
|
|
|
75,662
|
|
|
161,944
|
|
|
148,545
|
|
||||
Gross profit
|
|
389,547
|
|
|
344,381
|
|
|
772,992
|
|
|
677,950
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
151,238
|
|
|
140,252
|
|
|
300,054
|
|
|
275,055
|
|
||||
Research and development
|
|
74,521
|
|
|
67,232
|
|
|
144,581
|
|
|
131,365
|
|
||||
General and administrative
|
|
30,933
|
|
|
26,033
|
|
|
63,187
|
|
|
51,533
|
|
||||
Total
|
|
256,692
|
|
|
233,517
|
|
|
507,822
|
|
|
457,953
|
|
||||
Income from operations
|
|
132,855
|
|
|
110,864
|
|
|
265,170
|
|
|
219,997
|
|
||||
Other income, net
|
|
3,266
|
|
|
23
|
|
|
5,860
|
|
|
269
|
|
||||
Income before income taxes
|
|
136,121
|
|
|
110,887
|
|
|
271,030
|
|
|
220,266
|
|
||||
Provision for income taxes
|
|
50,392
|
|
|
41,246
|
|
|
96,225
|
|
|
82,577
|
|
||||
Net income
|
|
$
|
85,729
|
|
|
$
|
69,641
|
|
|
$
|
174,805
|
|
|
$
|
137,689
|
|
Net income per share — basic
|
|
$
|
1.19
|
|
|
$
|
0.92
|
|
|
$
|
2.40
|
|
|
$
|
1.80
|
|
Weighted average shares — basic
|
|
72,240
|
|
|
75,508
|
|
|
72,801
|
|
|
76,483
|
|
||||
Net income per share — diluted
|
|
$
|
1.18
|
|
|
$
|
0.91
|
|
|
$
|
2.38
|
|
|
$
|
1.79
|
|
Weighted average shares — diluted
|
|
72,711
|
|
|
76,244
|
|
|
73,326
|
|
|
77,086
|
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
|
$
|
85,729
|
|
|
$
|
69,641
|
|
|
$
|
174,805
|
|
|
$
|
137,689
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
(2,233
|
)
|
|
303
|
|
|
(4,198
|
)
|
|
(272
|
)
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains on securities, net of taxes of $(616) and $(2) for the three months ended March 31, 2015 and 2014, respectively, and $(328) and $(261) for the six months ended March 31, 2015 and 2014, respectively
|
|
1,068
|
|
|
41
|
|
|
589
|
|
|
521
|
|
||||
Reclassification adjustment for realized gains included in net income, net of taxes of $11 and $22 for the three months ended March 31, 2015 and 2014, respectively, and $18 and $45 for the six months ended March 31, 2015 and 2014, respectively
|
|
(19
|
)
|
|
(38
|
)
|
|
(31
|
)
|
|
(76
|
)
|
||||
Net change in unrealized gains on available-for-sale securities, net of tax
|
|
1,049
|
|
|
3
|
|
|
558
|
|
|
445
|
|
||||
Total other comprehensive (loss) income
|
|
(1,184
|
)
|
|
306
|
|
|
(3,640
|
)
|
|
173
|
|
||||
Comprehensive income
|
|
$
|
84,545
|
|
|
$
|
69,947
|
|
|
$
|
171,165
|
|
|
$
|
137,862
|
|
|
|
Six months ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
174,805
|
|
|
$
|
137,689
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Realized gain on disposition of assets and investments
|
|
(23
|
)
|
|
(120
|
)
|
||
Stock-based compensation
|
|
67,402
|
|
|
70,164
|
|
||
Provisions for doubtful accounts and sales returns
|
|
1,311
|
|
|
1,610
|
|
||
Depreciation and amortization
|
|
26,254
|
|
|
22,678
|
|
||
Deferred income taxes
|
|
(1,213
|
)
|
|
(3,491
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(21,693
|
)
|
|
(20,877
|
)
|
||
Inventories
|
|
(4,872
|
)
|
|
(1,684
|
)
|
||
Other current assets
|
|
(4,792
|
)
|
|
(24,148
|
)
|
||
Other assets
|
|
478
|
|
|
(1,257
|
)
|
||
Accounts payable and accrued liabilities
|
|
7,195
|
|
|
3,973
|
|
||
Deferred revenue
|
|
83,839
|
|
|
56,356
|
|
||
Net cash provided by operating activities
|
|
328,691
|
|
|
240,893
|
|
||
Investing activities
|
|
|
|
|
||||
Purchases of investments
|
|
(254,819
|
)
|
|
(289,521
|
)
|
||
Maturities of investments
|
|
251,773
|
|
|
342,100
|
|
||
Sales of investments
|
|
79,211
|
|
|
98,319
|
|
||
(Increase) decrease in restricted cash
|
|
(344
|
)
|
|
26
|
|
||
Acquisition of intangible assets
|
|
(6,224
|
)
|
|
—
|
|
||
Purchases of property and equipment
|
|
(20,502
|
)
|
|
(10,119
|
)
|
||
Net cash provided by investing activities
|
|
49,095
|
|
|
140,805
|
|
||
Financing activities
|
|
|
|
|
||||
Excess tax benefit from stock-based compensation
|
|
4,186
|
|
|
4,808
|
|
||
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan
|
|
16,655
|
|
|
13,917
|
|
||
Repurchase of common stock
|
|
(306,863
|
)
|
|
(350,000
|
)
|
||
Net cash used in financing activities
|
|
(286,022
|
)
|
|
(331,275
|
)
|
||
Net increase in cash and cash equivalents
|
|
91,764
|
|
|
50,423
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(5,661
|
)
|
|
(280
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
281,502
|
|
|
189,693
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
367,605
|
|
|
$
|
239,836
|
|
•
|
Persuasive evidence of an arrangement exists. Evidence of an arrangement generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller or end user agreement.
|
•
|
Delivery has occurred. The Company uses shipping or related documents, or written evidence of customer acceptance, when applicable, to verify delivery or completion of any performance terms.
|
•
|
The sales price is fixed or determinable. The Company assesses whether the sales price is fixed or determinable based on payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.
|
•
|
Collectability is reasonably assured. The Company assesses collectability primarily based on the creditworthiness of the customer as determined by credit checks and related analysis, as well as the Customer’s payment history.
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
85,729
|
|
|
$
|
69,641
|
|
|
$
|
174,805
|
|
|
$
|
137,689
|
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding — basic
|
|
72,240
|
|
|
75,508
|
|
|
72,801
|
|
|
76,483
|
|
||||
Dilutive effect of common shares from stock options and restricted stock units
|
|
471
|
|
|
736
|
|
|
525
|
|
|
603
|
|
||||
Weighted average shares outstanding — diluted
|
|
72,711
|
|
|
76,244
|
|
|
73,326
|
|
|
77,086
|
|
||||
Basic net income per share
|
|
$
|
1.19
|
|
|
$
|
0.92
|
|
|
$
|
2.40
|
|
|
$
|
1.80
|
|
Diluted net income per share
|
|
$
|
1.18
|
|
|
$
|
0.91
|
|
|
$
|
2.38
|
|
|
$
|
1.79
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||
|
|
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Fair Value at March 31,
2015
|
||||||||
Cash equivalents
|
|
$
|
72,629
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,629
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities — certificates of deposits
|
|
—
|
|
|
6,653
|
|
|
—
|
|
|
6,653
|
|
||||
Available-for-sale securities — corporate bonds and notes
|
|
—
|
|
|
169,864
|
|
|
—
|
|
|
169,864
|
|
||||
Available-for-sale securities — municipal bonds and notes
|
|
—
|
|
|
44,975
|
|
|
—
|
|
|
44,975
|
|
||||
Available-for-sale securities — U.S. government securities
|
|
—
|
|
|
5,001
|
|
|
—
|
|
|
5,001
|
|
||||
Available-for-sale securities — U.S. government agency securities
|
|
—
|
|
|
72,369
|
|
|
—
|
|
|
72,369
|
|
||||
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities — corporate bonds and notes
|
|
—
|
|
|
294,974
|
|
|
—
|
|
|
294,974
|
|
||||
Available-for-sale securities — municipal bonds and notes
|
|
—
|
|
|
61,936
|
|
|
—
|
|
|
61,936
|
|
||||
Available-for-sale securities — U.S. government securities
|
|
—
|
|
|
7,412
|
|
|
—
|
|
|
7,412
|
|
||||
Available-for-sale securities — U.S. government agency securities
|
|
—
|
|
|
100,556
|
|
|
—
|
|
|
100,556
|
|
||||
Available-for-sale securities — international government securities
|
|
—
|
|
|
2,824
|
|
|
—
|
|
|
2,824
|
|
||||
Total
|
|
$
|
72,629
|
|
|
$
|
766,564
|
|
|
$
|
—
|
|
|
$
|
839,193
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||
|
|
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Fair Value at
September 30,
2014
|
||||||||
Cash equivalents
|
|
$
|
43,618
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,618
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities — corporate bonds and notes
|
|
—
|
|
|
205,698
|
|
|
—
|
|
|
205,698
|
|
||||
Available-for-sale securities — municipal bonds and notes
|
|
—
|
|
|
43,430
|
|
|
—
|
|
|
43,430
|
|
||||
Available-for-sale securities — U.S. government securities
|
|
—
|
|
|
5,006
|
|
|
—
|
|
|
5,006
|
|
||||
Available-for-sale securities — U.S. government agency securities
|
|
—
|
|
|
109,743
|
|
|
—
|
|
|
109,743
|
|
||||
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities — corporate bonds and notes
|
|
—
|
|
|
325,282
|
|
|
—
|
|
|
325,282
|
|
||||
Available-for-sale securities — municipal bonds and notes
|
|
—
|
|
|
24,582
|
|
|
—
|
|
|
24,582
|
|
||||
Available-for-sale securities — U.S. government securities
|
|
—
|
|
|
7,407
|
|
|
—
|
|
|
7,407
|
|
||||
Available-for-sale securities — U.S. government agency securities
|
|
—
|
|
|
123,087
|
|
|
—
|
|
|
123,087
|
|
||||
Available-for-sale securities — international government securities
|
|
—
|
|
|
2,559
|
|
|
—
|
|
|
2,559
|
|
||||
Total
|
|
$
|
43,618
|
|
|
$
|
846,794
|
|
|
$
|
—
|
|
|
$
|
890,412
|
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Balance, beginning of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,036
|
|
Total gains realized or unrealized:
|
|
|
|
|
|
|
|
|
||||||||
Included in other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264
|
|
||||
Settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,300
|
)
|
||||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized losses attributable to assets still held as of end of period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
March 31, 2015
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Certificates of deposit
|
|
$
|
6,653
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,653
|
|
Corporate bonds and notes
|
|
169,792
|
|
|
105
|
|
|
(33
|
)
|
|
169,864
|
|
||||
Municipal bonds and notes
|
|
44,961
|
|
|
18
|
|
|
(4
|
)
|
|
44,975
|
|
||||
U.S. government securities
|
|
4,999
|
|
|
2
|
|
|
—
|
|
|
5,001
|
|
||||
U.S. government agency securities
|
|
72,357
|
|
|
18
|
|
|
(6
|
)
|
|
72,369
|
|
||||
|
|
$
|
298,762
|
|
|
$
|
143
|
|
|
$
|
(43
|
)
|
|
$
|
298,862
|
|
September 30, 2014
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Corporate bonds and notes
|
|
$
|
205,490
|
|
|
$
|
244
|
|
|
$
|
(36
|
)
|
|
$
|
205,698
|
|
Municipal bonds and notes
|
|
43,398
|
|
|
34
|
|
|
(2
|
)
|
|
43,430
|
|
||||
U.S. government securities
|
|
4,996
|
|
|
10
|
|
|
—
|
|
|
5,006
|
|
||||
U.S. government agency securities
|
|
109,685
|
|
|
66
|
|
|
(8
|
)
|
|
109,743
|
|
||||
|
|
$
|
363,569
|
|
|
$
|
354
|
|
|
$
|
(46
|
)
|
|
$
|
363,877
|
|
March 31, 2015
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Corporate bonds and notes
|
|
$
|
294,610
|
|
|
$
|
508
|
|
|
$
|
(144
|
)
|
|
$
|
294,974
|
|
Municipal bonds and notes
|
|
61,932
|
|
|
39
|
|
|
(35
|
)
|
|
61,936
|
|
||||
U.S. government securities
|
|
7,384
|
|
|
28
|
|
|
—
|
|
|
7,412
|
|
||||
U.S. government agency securities
|
|
100,550
|
|
|
41
|
|
|
(35
|
)
|
|
100,556
|
|
||||
International government securities
|
|
2,825
|
|
|
—
|
|
|
(1
|
)
|
|
2,824
|
|
||||
|
|
$
|
467,301
|
|
|
$
|
616
|
|
|
$
|
(215
|
)
|
|
$
|
467,702
|
|
September 30, 2014
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Corporate bonds and notes
|
|
$
|
325,896
|
|
|
$
|
208
|
|
|
$
|
(822
|
)
|
|
$
|
325,282
|
|
Municipal bonds and notes
|
|
24,559
|
|
|
31
|
|
|
(8
|
)
|
|
24,582
|
|
||||
U.S. government securities
|
|
7,377
|
|
|
30
|
|
|
—
|
|
|
7,407
|
|
||||
U.S. government agency securities
|
|
123,207
|
|
|
40
|
|
|
(160
|
)
|
|
123,087
|
|
||||
International government securities
|
|
2,568
|
|
|
—
|
|
|
(9
|
)
|
|
2,559
|
|
||||
|
|
$
|
483,607
|
|
|
$
|
309
|
|
|
$
|
(999
|
)
|
|
$
|
482,917
|
|
|
|
Cost or
Amortized
Cost
|
|
Fair Value
|
||||
One year or less
|
|
$
|
298,762
|
|
|
$
|
298,862
|
|
Over one year
|
|
467,301
|
|
|
467,702
|
|
||
|
|
$
|
766,063
|
|
|
$
|
766,564
|
|
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
March 31, 2015
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Corporate bonds and notes
|
|
$
|
96,807
|
|
|
$
|
(109
|
)
|
|
$
|
51,942
|
|
|
$
|
(68
|
)
|
|
$
|
148,749
|
|
|
$
|
(177
|
)
|
Municipal bonds and notes
|
|
35,785
|
|
|
(37
|
)
|
|
1,790
|
|
|
(2
|
)
|
|
37,575
|
|
|
(39
|
)
|
||||||
U.S. government agency securities
|
|
72,051
|
|
|
(40
|
)
|
|
9,901
|
|
|
(1
|
)
|
|
81,952
|
|
|
(41
|
)
|
||||||
International government securities
|
|
2,563
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
2,563
|
|
|
(1
|
)
|
||||||
Total
|
|
$
|
207,206
|
|
|
$
|
(187
|
)
|
|
$
|
63,633
|
|
|
$
|
(71
|
)
|
|
$
|
270,839
|
|
|
$
|
(258
|
)
|
|
|
March 31,
2015 |
|
September 30,
2014 |
||||
Finished goods
|
|
$
|
22,019
|
|
|
$
|
18,046
|
|
Raw materials
|
|
7,324
|
|
|
6,425
|
|
||
|
|
$
|
29,343
|
|
|
$
|
24,471
|
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Americas:
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
244,024
|
|
|
$
|
215,782
|
|
|
$
|
475,704
|
|
|
$
|
421,393
|
|
Other
|
|
25,656
|
|
|
21,323
|
|
|
51,304
|
|
|
42,369
|
|
||||
Total Americas
|
|
269,680
|
|
|
237,105
|
|
|
527,008
|
|
|
463,762
|
|
||||
EMEA
|
|
113,209
|
|
|
99,515
|
|
|
230,275
|
|
|
196,863
|
|
||||
Japan
|
|
24,879
|
|
|
25,600
|
|
|
46,598
|
|
|
46,650
|
|
||||
Asia Pacific
|
|
64,375
|
|
|
57,823
|
|
|
131,055
|
|
|
119,220
|
|
||||
|
|
$
|
472,143
|
|
|
$
|
420,043
|
|
|
$
|
934,936
|
|
|
$
|
826,495
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Revenues.
The majority of our revenues are derived from sales of our application delivery networking (ADN) products including our BIG-IP appliances and high end VIPRION chassis and related software modules; Local Traffic Manager (LTM), Global Traffic Manager (GTM) and Link Controller; Advanced Firewall Manager (AFM), Carrier Grade Network Address Translation (CGNAT) and Policy Enforcement Manager (PEM), that leverage the unique performance characteristics of our hardware and software architecture; and products that incorporate acquired technology, including Application Security Manager (ASM), Application Acceleration Manager (AAM), Access Policy Manager (APM) and Edge Gateway; signaling delivery controller products (SDC); and the WebSafe, MobileSafe, Secure Web Gateway and Silverline DDoS protection security offerings which are sold to customers on a subscription basis. We also derive revenues from the sales of services including annual maintenance contracts, training and consulting services. We carefully monitor the sales mix of our revenues within each reporting period. We believe customer acceptance rates of our new products and feature enhancements are indicators of future trends. We also consider overall revenue concentration by customer and by geographic region as additional indicators of current and future trends.
|
•
|
Cost of revenues and gross margins.
We strive to control our cost of revenues and thereby maintain our gross margins. Significant items impacting cost of revenues are hardware costs paid to our contract manufacturers, third-party software license fees, amortization of developed technology and personnel and overhead expenses. Our margins have remained relatively stable; however, factors such as sales price, product and services mix, inventory obsolescence, returns, component price increases and warranty costs could significantly impact our gross margins from quarter to quarter and represent significant indicators we monitor on a regular basis.
|
•
|
Operating expenses.
Operating expenses are substantially driven by personnel and related overhead expenses. Existing headcount and future hiring plans are the predominant factors in analyzing and forecasting future operating expense trends. Other significant operating expenses that we monitor include marketing and promotions, travel, professional fees, computer costs related to the development of new products and provision of services, facilities and depreciation expenses.
|
•
|
Liquidity and cash flows.
Our financial condition remains strong with significant cash and investments and no long term debt. The
increase
in cash and investments for the first
six
months of fiscal year
2015
was primarily due to cash provided by operating activities of
$328.7 million
, partially offset by
$306.9 million
of cash used to repurchase outstanding common stock under our stock repurchase program. Going forward, we believe the primary driver of cash flows will be net income from operations. Capital expenditures of
$20.5 million
for the first
six
months of fiscal year
2015
were comprised primarily of information technology infrastructure and equipment purchases to support the growth of our core business activities. We will continue to evaluate possible acquisitions of, or investments in businesses, products, or technologies that we believe are strategic, which may require the use of cash.
|
•
|
Balance sheet.
We view cash, short-term and long-term investments, deferred revenue, accounts receivable balances and days sales outstanding as important indicators of our financial health. Deferred revenues increased in the
second quarter of fiscal year 2015
due to growth in the amount of annual maintenance contracts purchased on new products and maintenance renewal contracts related to our existing product installation base. Our days sales outstanding for the
second quarter of fiscal year 2015
was
50
.
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(in thousands, except percentages)
|
||||||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
||||||||
Products
|
|
$
|
244,116
|
|
|
$
|
225,135
|
|
|
$
|
485,053
|
|
|
$
|
443,736
|
|
Services
|
|
228,027
|
|
|
194,908
|
|
|
449,883
|
|
|
382,759
|
|
||||
Total
|
|
$
|
472,143
|
|
|
$
|
420,043
|
|
|
$
|
934,936
|
|
|
$
|
826,495
|
|
Percentage of net revenues
|
|
|
|
|
|
|
|
|
||||||||
Products
|
|
51.7
|
%
|
|
53.6
|
%
|
|
51.9
|
%
|
|
53.7
|
%
|
||||
Services
|
|
48.3
|
|
|
46.4
|
|
|
48.1
|
|
|
46.3
|
|
||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(in thousands, except percentages)
|
||||||||||||||
Cost of net revenues and Gross Margin
|
|
|
|
|
|
|
|
|
||||||||
Products
|
|
$
|
43,600
|
|
|
$
|
37,806
|
|
|
$
|
85,670
|
|
|
$
|
75,050
|
|
Services
|
|
38,996
|
|
|
37,856
|
|
|
76,274
|
|
|
73,495
|
|
||||
Total
|
|
82,596
|
|
|
75,662
|
|
|
161,944
|
|
|
148,545
|
|
||||
Gross profit
|
|
$
|
389,547
|
|
|
$
|
344,381
|
|
|
$
|
772,992
|
|
|
$
|
677,950
|
|
Percentage of net revenues and Gross Margin (as a percentage of related net revenue)
|
||||||||||||||||
Products
|
|
17.9
|
%
|
|
16.8
|
%
|
|
17.7
|
%
|
|
16.9
|
%
|
||||
Services
|
|
17.1
|
|
|
19.4
|
|
|
17.0
|
|
|
19.2
|
|
||||
Total
|
|
17.5
|
|
|
18.0
|
|
|
17.3
|
|
|
18.0
|
|
||||
Gross profit
|
|
82.5
|
%
|
|
82.0
|
%
|
|
82.7
|
%
|
|
82.0
|
%
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(in thousands, except percentages)
|
||||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
$
|
151,238
|
|
|
$
|
140,252
|
|
|
$
|
300,054
|
|
|
$
|
275,055
|
|
Research and development
|
|
74,521
|
|
|
67,232
|
|
|
144,581
|
|
|
131,365
|
|
||||
General and administrative
|
|
30,933
|
|
|
26,033
|
|
|
63,187
|
|
|
51,533
|
|
||||
Total
|
|
$
|
256,692
|
|
|
$
|
233,517
|
|
|
$
|
507,822
|
|
|
$
|
457,953
|
|
Operating expenses (as a percentage of net revenue)
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
32.0
|
%
|
|
33.4
|
%
|
|
32.1
|
%
|
|
33.3
|
%
|
||||
Research and development
|
|
15.8
|
|
|
16.0
|
|
|
15.5
|
|
|
15.9
|
|
||||
General and administrative
|
|
6.6
|
|
|
6.2
|
|
|
6.7
|
|
|
6.2
|
|
||||
Total
|
|
54.4
|
%
|
|
55.6
|
%
|
|
54.3
|
%
|
|
55.4
|
%
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(in thousands, except percentages)
|
||||||||||||||
Other income and income taxes
|
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
|
$
|
132,855
|
|
|
$
|
110,864
|
|
|
$
|
265,170
|
|
|
$
|
219,997
|
|
Other income, net
|
|
3,266
|
|
|
23
|
|
|
5,860
|
|
|
269
|
|
||||
Income before income taxes
|
|
136,121
|
|
|
110,887
|
|
|
271,030
|
|
|
220,266
|
|
||||
Provision for income taxes
|
|
50,392
|
|
|
41,246
|
|
|
96,225
|
|
|
82,577
|
|
||||
Net income
|
|
$
|
85,729
|
|
|
$
|
69,641
|
|
|
$
|
174,805
|
|
|
$
|
137,689
|
|
Other income and income taxes (as percentage of net revenue)
|
||||||||||||||||
Income from operations
|
|
28.1
|
%
|
|
26.4
|
%
|
|
28.4
|
%
|
|
26.6
|
%
|
||||
Other income, net
|
|
0.7
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||
Income before income taxes
|
|
28.8
|
|
|
26.4
|
|
|
29.0
|
|
|
26.6
|
|
||||
Provision for income taxes
|
|
10.7
|
|
|
9.8
|
|
|
10.3
|
|
|
10.0
|
|
||||
Net income
|
|
18.1
|
%
|
|
16.6
|
%
|
|
18.7
|
%
|
|
16.6
|
%
|
•
|
Actual or anticipated variations in operating and financial results;
|
•
|
Analyst reports or recommendations;
|
•
|
Rumors, announcements or press articles regarding our competitors’ operations, management, organization, financial condition or financial statements; and
|
•
|
Other events or factors, many of which are beyond our control.
|
•
|
continuing to innovate and bring to market compelling cloud-based services that generate increasing traffic and market share;
|
•
|
maintaining the utility, compatibility and performance of our software on the growing array of cloud computing platforms; and
|
•
|
implementing the infrastructure to deliver our own cloud based services.
|
•
|
fluctuations in demand for our products and services due to changing market conditions, pricing conditions, technology evolution, seasonality, or other changes in the global economic environment;
|
•
|
changes or fluctuations in sales and implementation cycles for our products and services;
|
•
|
reduced visibility into our customers’ spending and implementation plans;
|
•
|
reductions in customers’ budgets for data center and other IT purchases or delays in these purchases;
|
•
|
fluctuations in our gross margins, including the factors described herein, which may contribute to such fluctuations;
|
•
|
our ability to control costs, including operating expenses, the costs of hardware and software components, and other manufacturing costs;
|
•
|
our ability to develop, introduce and gain market acceptance of new products, technologies and services, and our success in new and evolving markets;
|
•
|
any significant changes in the competitive environment, including the entry of new competitors or the substantial discounting of products or services;
|
•
|
the timing and execution of product transitions or new product introductions, and related inventory costs;
|
•
|
variations in sales channels, product costs, or mix of products sold;
|
•
|
our ability to establish and manage our distribution channels, and the effectiveness of any changes we make to our distribution model;
|
•
|
the ability of our contract manufacturers and suppliers to provide component parts, hardware platforms and other products in a timely manner;
|
•
|
benefits anticipated from our investments in sales, marketing, product development, manufacturing or other activities;
|
•
|
changes in tax laws or regulations, or other accounting rules; and
|
•
|
general economic conditions, both domestically and in our foreign markets.
|
•
|
rapid technological change;
|
•
|
evolving industry standards;
|
•
|
fluctuations in customer demand;
|
•
|
changes in customer requirements; and
|
•
|
frequent new product and service introductions and enhancements.
|
•
|
Cisco, Juniper Networks and Checkpoint Systems in the network firewall market;
|
•
|
Cisco, Imperva and Citrix in the web application firewall market;
|
•
|
Cisco, Juniper and A10 in Carrier Grade NAT;
|
•
|
Procera, Allot, Sandvine and other DPI vendors with our PEM offerings;
|
•
|
Riverbed Technology and Silver Peak Systems in the WAN optimization and application acceleration market;
|
•
|
Oracle via the acquisition of Tekelec and Acme Packet in the Diameter signaling market;
|
•
|
IBM in end-user protection against malware, phishing and other cyberthreats;
|
•
|
Akamai Networks in cloud-based DDoS protection; and
|
•
|
Blue Coat Systems in protecting enterprises from inbound and outbound malware.
|
•
|
expenditures of significant financial and product development resources in efforts to analyze, correct, eliminate, or work-around errors and defects or to address and eliminate vulnerabilities;
|
•
|
loss of existing or potential customers or channel partners;
|
•
|
delayed or lost revenue;
|
•
|
delay or failure to attain market acceptance;
|
•
|
an increase in warranty claims compared with our historical experience, or an increased cost of servicing warranty claims, either of which would adversely affect our gross margins; and
|
•
|
litigation, regulatory inquiries, or investigations that may be costly and harm our reputation.
|
•
|
greater difficulty in enforcing contracts and accounts receivable collection and longer collection periods;
|
•
|
the uncertainty of protection for intellectual property rights in some countries;
|
•
|
greater risk of unexpected changes in regulatory practices, tariffs, and tax laws and treaties;
|
•
|
risks associated with trade restrictions and foreign legal requirements, including the importation, certification, and localization of our products required in foreign countries;
|
•
|
greater risk of a failure of foreign employees, partners, distributors, and resellers to comply with both U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt Practices Act, and any trade regulations ensuring fair trade practices;
|
•
|
heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;
|
•
|
increased expenses incurred in establishing and maintaining office space and equipment for our international operations;
|
•
|
greater difficulty in recruiting local experienced personnel, and the costs and expenses associated with such activities;
|
•
|
management communication and integration problems resulting from cultural and geographic dispersion;
|
•
|
fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;
|
•
|
economic uncertainty around the world, including continued economic uncertainty as a result of sovereign debt issues in Europe; and
|
•
|
general economic and political conditions in these foreign markets.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares
Purchased
per the Publicly
Announced Plan
|
|
Approximate Dollar
Value of Shares
that May Yet be
Purchased
Under the Plan
|
||||||
October 1, 2013 — October 31, 2013
|
|
57,152
|
|
|
$
|
84.45
|
|
|
57,152
|
|
|
$
|
176,436
|
|
November 1, 2013 — November 30, 2013
|
|
1,153,393
|
|
|
$
|
82.48
|
|
|
1,153,393
|
|
|
$
|
381,264
|
|
December 1, 2013 — December 31, 2013
|
|
1,218,150
|
|
|
$
|
82.06
|
|
|
1,218,150
|
|
|
$
|
281,264
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2014 — January 31, 2014
|
|
695,250
|
|
|
$
|
107.23
|
|
|
695,250
|
|
|
$
|
706,712
|
|
February 1, 2014 — February 28, 2014
|
|
697,224
|
|
|
$
|
108.21
|
|
|
697,224
|
|
|
$
|
631,264
|
|
March 1, 2014 — March 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
631,264
|
|
|
|
|
|
|
|
|
|
|
||||||
April 1, 2014 — April 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
631,264
|
|
May 1, 2014 — May 31, 2014
|
|
1,447,544
|
|
|
$
|
104.00
|
|
|
1,447,544
|
|
|
$
|
480,722
|
|
June 1, 2014 — June 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
480,722
|
|
|
|
|
|
|
|
|
|
|
||||||
July 1, 2014 — July 31, 2014
|
|
205,000
|
|
|
$
|
112.96
|
|
|
205,000
|
|
|
$
|
457,565
|
|
August 1, 2014 — August 31, 2014
|
|
1,119,958
|
|
|
$
|
113.26
|
|
|
1,119,958
|
|
|
$
|
330,722
|
|
September 1, 2014 — September 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
330,722
|
|
|
|
|
|
|
|
|
|
|
||||||
October 1, 2014 — October 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
330,722
|
|
November 1, 2014 — November 30, 2014
|
|
559,344
|
|
|
$
|
126.19
|
|
|
559,344
|
|
|
$
|
260,141
|
|
December 1, 2014 — December 31, 2014
|
|
606,000
|
|
|
$
|
131.02
|
|
|
606,000
|
|
|
$
|
180,743
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2015 — January 31, 2015
|
|
581,205
|
|
|
$
|
113.91
|
|
|
581,205
|
|
|
$
|
864,540
|
|
February 1, 2015 — February 28, 2015
|
|
803,570
|
|
|
$
|
112.85
|
|
|
803,570
|
|
|
$
|
773,860
|
|
March 1, 2015 — March 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
773,860
|
|
|
|
|
|
|
|
|
|
|
||||||
April 1, 2015 — April 30, 2015
|
|
75,000
|
|
|
$
|
122.71
|
|
|
75,000
|
|
|
$
|
764,657
|
|
May 1, 2015 — May 4, 2015
|
|
75,000
|
|
|
$
|
124.40
|
|
|
75,000
|
|
|
$
|
755,327
|
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
|
Exhibit Description
|
|
|
|
|
10.47*
|
—
|
|
Retirement Agreement between John McAdam and F5 Networks, Inc.
|
|
|
|
|
31.1*
|
—
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
31.2*
|
—
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.1*
|
—
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101.INS*
|
—
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH*
|
—
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL*
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF*
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
101.LAB*
|
—
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE*
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
|
F5 NETWORKS, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ ANDY REINLAND
|
|
|
|
Andy Reinland
|
|
|
|
Executive Vice President,
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial officer and principal accounting officer)
|
John McAdam
|
Confidential
|
Page
1
of 3
|
By:
|
/s/ JOHN MCADAM
|
|
Dated:
|
May 5, 2015
|
|
John McAdam
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F5 Networks, Inc.
|
|
|
|
|
|
|
|
|
By:
|
/s/ SCOT F. ROGERS
|
|
Dated:
|
May 5, 2015
|
|
Scot F. Rogers
|
|
|
|
|
Executive V.P. and General Counsel
|
|
|
|
John McAdam
|
Confidential
|
Page
2
of 3
|
Grant Date
|
Service Unvested
1
|
Performance Unvested
2
|
11/1/12
|
15,477
|
15,477
|
11/1/13
|
26,838
|
26,838
|
11/1/14
|
26,682
|
26,682
|
John McAdam
|
Confidential
|
Page
3
of 3
|
1)
|
I have reviewed this Quarterly Report on Form 10-Q of F5 Networks, Inc.;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 7, 2015
|
|
|
/s/ JOHN MCADAM
|
|
John McAdam
|
|
Chief Executive Officer and President
|
1)
|
I have reviewed this Quarterly Report on Form 10-Q of F5 Networks, Inc.;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 7, 2015
|
|
|
/s/ ANDY REINLAND
|
|
Andy Reinland
|
|
Executive Vice President,
|
|
Chief Financial Officer
|
|
(principal financial officer and principal accounting officer)
|
Date:
|
May 7, 2015
|
|
|
/s/ JOHN MCADAM
|
|
John McAdam
|
|
Chief Executive Officer and President
|
|
|
|
/s/ ANDY REINLAND
|
|
Andy Reinland
|
|
Executive Vice President and Chief Financial Officer
|
|
(principal financial officer and principal accounting officer)
|