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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-1751121
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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ý
(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
|
|
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Page
|
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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June 30,
2014 |
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December 31,
2013 |
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
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397,198
|
|
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$
|
113,664
|
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Accounts receivable, net of allowances of $2,521 and $2,339 as of June 30, 2014 and December 31, 2013
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67,946
|
|
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77,999
|
|
||
Inventories
|
71,068
|
|
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73,360
|
|
||
Deferred tax assets
|
8,696
|
|
|
12,356
|
|
||
Prepaid expenses and other current assets
|
9,768
|
|
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4,144
|
|
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Notes receivable
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8,000
|
|
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4,000
|
|
||
Total current assets
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562,676
|
|
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285,523
|
|
||
Property and equipment, net
|
68,799
|
|
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67,204
|
|
||
Restricted cash
|
—
|
|
|
4,040
|
|
||
Deposits and other assets
|
3,806
|
|
|
3,212
|
|
||
Deferred tax assets
|
7,497
|
|
|
4,541
|
|
||
TOTAL ASSETS
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$
|
642,778
|
|
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$
|
364,520
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable
|
$
|
20,000
|
|
|
$
|
14,741
|
|
Accrued liabilities
|
28,016
|
|
|
26,909
|
|
||
Deferred revenue
|
37,888
|
|
|
41,306
|
|
||
Convertible notes payable, related party
|
—
|
|
|
24,743
|
|
||
Accrued interest payable, related party
|
—
|
|
|
4,484
|
|
||
Convertible notes payable
|
—
|
|
|
74,050
|
|
||
Accrued interest payable
|
—
|
|
|
12,967
|
|
||
Other current liabilities
|
11,790
|
|
|
10,144
|
|
||
Total current liabilities
|
97,694
|
|
|
209,344
|
|
||
Income taxes payable
|
15,072
|
|
|
14,716
|
|
||
Lease financing obligations, non-current
|
43,108
|
|
|
43,152
|
|
||
Other long-term liabilities
|
25,718
|
|
|
19,576
|
|
||
TOTAL LIABILITIES
|
181,592
|
|
|
286,788
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
||
STOCKHOLDERS’ EQUITY:
|
|
|
|
||||
Preferred stock, $0.0001 par value—100,000 shares authorized, no shares issued and outstanding as of June 30, 2014; no shares authorized, issued and outstanding as of December 31, 2013
|
—
|
|
|
—
|
|
||
Convertible preferred stock, $0.0001 par value— no shares and 24,000 shares authorized, issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $6,000 as of December 31, 2013 (none as of June 30, 2014)
|
—
|
|
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5,992
|
|
||
Common stock, $0.0001 par value—1,000,000 and 176,000 shares authorized as of June 30, 2014 and December 31, 2013; 64,386 and 31,927 shares issued and outstanding as of June 30, 2014 and December 31, 2013
|
7
|
|
|
3
|
|
||
Additional paid-in capital
|
384,253
|
|
|
28,737
|
|
||
Retained earnings
|
76,911
|
|
|
42,964
|
|
||
Accumulated other comprehensive income
|
15
|
|
|
36
|
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
461,186
|
|
|
77,732
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
642,778
|
|
|
$
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364,520
|
|
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Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
||||||||||||||
Revenue
|
$
|
137,947
|
|
|
$
|
83,485
|
|
|
$
|
255,154
|
|
|
$
|
144,833
|
|
Cost of revenue
|
44,567
|
|
|
29,584
|
|
|
80,460
|
|
|
48,804
|
|
||||
Gross profit
|
93,380
|
|
|
53,901
|
|
|
174,694
|
|
|
96,029
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
34,888
|
|
|
21,086
|
|
|
68,334
|
|
|
40,600
|
|
||||
Sales and marketing
|
20,711
|
|
|
13,045
|
|
|
39,366
|
|
|
23,180
|
|
||||
General and administrative
|
7,126
|
|
|
3,506
|
|
|
14,357
|
|
|
7,242
|
|
||||
Total operating expenses
|
62,725
|
|
|
37,637
|
|
|
122,057
|
|
|
71,022
|
|
||||
Income from operations
|
30,655
|
|
|
16,264
|
|
|
52,637
|
|
|
25,007
|
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest expense—related party
|
(350
|
)
|
|
(433
|
)
|
|
(782
|
)
|
|
(861
|
)
|
||||
Interest expense
|
(1,085
|
)
|
|
(1,339
|
)
|
|
(2,424
|
)
|
|
(2,662
|
)
|
||||
Interest and other income (expense), net
|
2,472
|
|
|
(1
|
)
|
|
1,708
|
|
|
(100
|
)
|
||||
Total other income (expense), net
|
1,037
|
|
|
(1,773
|
)
|
|
(1,498
|
)
|
|
(3,623
|
)
|
||||
Income before provision for income taxes
|
31,692
|
|
|
14,491
|
|
|
51,139
|
|
|
21,384
|
|
||||
Provision for income taxes
|
10,074
|
|
|
4,240
|
|
|
17,192
|
|
|
4,522
|
|
||||
Net income
|
$
|
21,618
|
|
|
$
|
10,251
|
|
|
$
|
33,947
|
|
|
$
|
16,862
|
|
Net income attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
14,212
|
|
|
$
|
4,948
|
|
|
$
|
19,985
|
|
|
$
|
8,063
|
|
Diluted
|
$
|
14,851
|
|
|
$
|
5,159
|
|
|
$
|
21,121
|
|
|
$
|
8,372
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.37
|
|
|
$
|
0.18
|
|
|
$
|
0.59
|
|
|
$
|
0.30
|
|
Diluted
|
$
|
0.34
|
|
|
$
|
0.18
|
|
|
$
|
0.54
|
|
|
$
|
0.29
|
|
Weighted-average shares used in computing net income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
38,491
|
|
|
26,926
|
|
|
33,834
|
|
|
26,607
|
|
||||
Diluted
|
44,057
|
|
|
29,252
|
|
|
38,962
|
|
|
28,650
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
$
|
21,618
|
|
|
$
|
10,251
|
|
|
$
|
33,947
|
|
|
$
|
16,862
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
12
|
|
|
(34)
|
|
|
(21)
|
|
|
(67)
|
|
||||
Other comprehensive income (loss)
|
12
|
|
|
(34)
|
|
|
(21)
|
|
|
(67)
|
|
||||
Comprehensive income
|
$
|
21,630
|
|
|
$
|
10,217
|
|
|
$
|
33,926
|
|
|
$
|
16,795
|
|
|
|
Convertible Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income |
|
Total
Stockholders’ Equity |
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance—December 31, 2013
|
|
24,000
|
|
|
$
|
5,992
|
|
|
31,927
|
|
|
$
|
3
|
|
|
$
|
28,737
|
|
|
$
|
42,964
|
|
|
$
|
36
|
|
|
$
|
77,732
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,947
|
|
|
—
|
|
|
33,947
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
||||||
Issuance of common stock from initial public offering, net of offering costs
|
|
—
|
|
|
—
|
|
|
6,037
|
|
|
1
|
|
|
238,723
|
|
|
—
|
|
|
—
|
|
|
238,724
|
|
||||||
Conversion of convertible preferred stock into common stock upon initial public offering
|
|
(24,000
|
)
|
|
(5,992
|
)
|
|
24,000
|
|
|
3
|
|
|
5,989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Conversion of notes payable and accrued interest into common stock upon initial public offering
|
|
—
|
|
|
—
|
|
|
1,543
|
|
|
—
|
|
|
66,338
|
|
|
—
|
|
|
—
|
|
|
66,338
|
|
||||||
Conversion of notes payable and accrued interest, related party, into common stock upon initial public offering
|
|
—
|
|
|
—
|
|
|
701
|
|
|
—
|
|
|
30,153
|
|
|
—
|
|
|
—
|
|
|
30,153
|
|
||||||
Tax benefit for equity incentive plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
454
|
|
|
—
|
|
|
—
|
|
|
454
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,487
|
|
|
—
|
|
|
—
|
|
|
11,487
|
|
||||||
Vesting of stock options and restricted stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,940
|
|
|
—
|
|
|
—
|
|
|
1,940
|
|
||||||
Exercise of stock options, net of repurchases
|
|
—
|
|
|
—
|
|
|
178
|
|
|
—
|
|
|
432
|
|
|
—
|
|
|
—
|
|
|
432
|
|
||||||
Balance—June 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
64,386
|
|
|
$
|
7
|
|
|
$
|
384,253
|
|
|
$
|
76,911
|
|
|
$
|
15
|
|
|
$
|
461,186
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
33,947
|
|
|
$
|
16,862
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
4,713
|
|
|
1,484
|
|
||
Stock-based compensation
|
|
11,487
|
|
|
3,815
|
|
||
Deferred income taxes
|
|
703
|
|
|
(2,090
|
)
|
||
Provision for bad debts
|
|
374
|
|
|
313
|
|
||
Unrealized gain on notes receivable
|
|
(4,000
|
)
|
|
—
|
|
||
Amortization of debt discount
|
|
527
|
|
|
553
|
|
||
Write-off of debt discount on notes payable
|
|
680
|
|
|
—
|
|
||
Excess tax benefit on stock based-compensation
|
|
(459
|
)
|
|
(213
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
9,678
|
|
|
(27,545
|
)
|
||
Inventories
|
|
2,291
|
|
|
(12,651
|
)
|
||
Prepaid expenses and other current assets
|
|
(5,621
|
)
|
|
(1,914
|
)
|
||
Deposits and other assets
|
|
(596
|
)
|
|
118
|
|
||
Accounts payable
|
|
4,789
|
|
|
2,227
|
|
||
Accrued liabilities
|
|
626
|
|
|
7,951
|
|
||
Deferred revenue
|
|
2,779
|
|
|
14,816
|
|
||
Interest payable
|
|
(1,630
|
)
|
|
2,232
|
|
||
Interest payable—related party
|
|
670
|
|
|
744
|
|
||
Income taxes payable
|
|
372
|
|
|
945
|
|
||
Other liabilities
|
|
2,616
|
|
|
1,101
|
|
||
Net cash provided by operating activities
|
|
63,946
|
|
|
8,748
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(8,579
|
)
|
|
(12,212
|
)
|
||
Change in restricted cash
|
|
4,040
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(4,539
|
)
|
|
(12,212
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Proceeds from initial public offering, net of issuance cost
|
|
241,862
|
|
|
—
|
|
||
Repayment on notes payable
|
|
(20,000
|
)
|
|
—
|
|
||
Principal payments of lease financing obligations
|
|
(335
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock upon exercising options, net of repurchases
|
|
2,078
|
|
|
5,282
|
|
||
Excess tax benefit on stock-based compensation
|
|
459
|
|
|
213
|
|
||
Net cash provided by financing activities
|
|
224,064
|
|
|
5,495
|
|
||
Effect of exchange rate changes
|
|
63
|
|
|
(54
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
283,534
|
|
|
1,977
|
|
||
CASH AND CASH EQUIVALENTS—Beginning of period
|
|
113,664
|
|
|
88,655
|
|
||
CASH AND CASH EQUIVALENTS—End of period
|
|
$
|
397,198
|
|
|
$
|
90,632
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
||||
Cash paid for income taxes
|
|
$
|
18,433
|
|
|
$
|
5,896
|
|
Cash paid for interest— lease financing obligation
|
|
$
|
1,283
|
|
|
$
|
—
|
|
Cash paid for interest— notes payable
|
|
$
|
3,639
|
|
|
$
|
—
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
|
|
|
|
|
||||
Increase (decrease) in accounts payable and accrued liabilities related to property and equipment
|
|
$
|
(2,261
|
)
|
|
$
|
317
|
|
Conversion of convertible preferred stock to common stock upon initial public offering
|
|
$
|
5,992
|
|
|
$
|
—
|
|
Conversion of notes payable and accrued interest to common stock upon initial public offering
|
|
$
|
66,338
|
|
|
$
|
—
|
|
Conversion of notes payable and accrued interest, related party, to common stock upon initial public offering
|
|
$
|
30,153
|
|
|
$
|
—
|
|
Unpaid deferred offering costs
|
|
$
|
3,138
|
|
|
$
|
—
|
|
Acquisition of building with financing obligation
|
|
$
|
456
|
|
|
$
|
17,713
|
|
|
June 30, 2014
|
||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Financial Assets
|
|
||||||||||||||
Money market funds
|
$
|
244,170
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
244,170
|
|
Notes receivable
(2)
|
—
|
|
|
—
|
|
|
8,000
|
|
|
8,000
|
|
||||
Total financial assets
|
$
|
244,170
|
|
|
$
|
—
|
|
|
$
|
8,000
|
|
|
$
|
252,170
|
|
|
December 31, 2013
|
||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
47,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,036
|
|
Money market funds – restricted cash
(1)
|
4,040
|
|
|
—
|
|
|
—
|
|
|
4,040
|
|
||||
Notes receivable
(2)
|
—
|
|
|
—
|
|
|
4,000
|
|
|
4,000
|
|
||||
Total financial assets
|
$
|
51,076
|
|
|
$
|
—
|
|
|
$
|
4,000
|
|
|
$
|
55,076
|
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Accounts receivable
|
$
|
70,467
|
|
|
$
|
80,338
|
|
Allowance for doubtful accounts
|
(886
|
)
|
|
(810
|
)
|
||
Product sales return reserve
|
(1,635
|
)
|
|
(1,529
|
)
|
||
Accounts receivable, net
|
$
|
67,946
|
|
|
$
|
77,999
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Raw materials
|
$
|
13,078
|
|
|
$
|
18,286
|
|
Finished goods
|
57,990
|
|
|
55,074
|
|
||
Total inventories
|
$
|
71,068
|
|
|
$
|
73,360
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Equipment and machinery
|
$
|
15,973
|
|
|
$
|
13,733
|
|
Computer hardware and software
|
6,572
|
|
|
3,688
|
|
||
Furniture and fixtures
|
1,375
|
|
|
1,352
|
|
||
Leasehold improvements
|
19,212
|
|
|
19,407
|
|
||
Building
|
35,154
|
|
|
35,154
|
|
||
Construction-in-process
|
2,192
|
|
|
1,056
|
|
||
Property and equipment, gross
|
80,478
|
|
|
74,390
|
|
||
Less: accumulated depreciation
|
(11,679
|
)
|
|
(7,186
|
)
|
||
Property and equipment, net
|
$
|
68,799
|
|
|
$
|
67,204
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Accrued payroll related costs
|
$
|
13,276
|
|
|
$
|
9,090
|
|
Accrued warranty costs
|
3,564
|
|
|
5,075
|
|
||
Accrued accounts payable
|
4,876
|
|
|
5,370
|
|
||
Accrued manufacturing costs
|
1,577
|
|
|
3,633
|
|
||
Other
|
4,723
|
|
|
3,741
|
|
||
Total accrued liabilities
|
$
|
28,016
|
|
|
$
|
26,909
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Warranty accrual, beginning of period
|
$
|
5,075
|
|
|
$
|
5,314
|
|
Liabilities accrued for warranties issued during the period
|
967
|
|
|
2,935
|
|
||
Warranty costs incurred during the period
|
(1,288
|
)
|
|
(1,658
|
)
|
||
Adjustments related to change in estimate
|
(1,190
|
)
|
|
—
|
|
||
Warranty accrual, end of period
|
$
|
3,564
|
|
|
$
|
6,591
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Current portion of deferred revenue
|
$
|
37,888
|
|
|
$
|
41,306
|
|
Long-term portion of deferred revenue
|
23,795
|
|
|
17,598
|
|
||
Total deferred revenue
|
$
|
61,683
|
|
|
$
|
58,904
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Convertible notes payable—related party
|
$
|
—
|
|
|
$
|
25,000
|
|
Convertible notes payable
|
—
|
|
|
75,000
|
|
||
Total
|
—
|
|
|
100,000
|
|
||
Less: Unamortized discount on notes payable
|
—
|
|
|
1,207
|
|
||
Less: Current portion
|
—
|
|
|
98,793
|
|
||
Total long-term portion of debt
|
$
|
—
|
|
|
$
|
—
|
|
Years Ending December 31,
|
|
||
2014
|
$
|
825
|
|
2015
|
540
|
|
|
2016
|
507
|
|
|
2017
|
411
|
|
|
2018
|
161
|
|
|
Total minimum future lease payments
|
$
|
2,444
|
|
Years Ending December 31,
|
|
|
||
2014
|
|
$
|
4,991
|
|
2015
|
|
5,601
|
|
|
2016
|
|
5,769
|
|
|
2017
|
|
5,948
|
|
|
2018
|
|
6,128
|
|
|
Thereafter
|
|
31,059
|
|
|
Total payments
|
|
59,496
|
|
|
Less: interest and land lease expense
|
|
(38,962
|
)
|
|
Total payments under facility financing obligations
|
|
20,534
|
|
|
Property reverting to landlord
|
|
23,436
|
|
|
Present value of obligation
|
|
43,970
|
|
|
Less current portion
|
|
(818
|
)
|
|
Long-term portion of obligation
|
|
$
|
43,152
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||
Conversion of convertible preferred stock outstanding
(1)
|
—
|
|
|
24,000
|
|
Outstanding stock options and RSAs
|
14,092
|
|
|
11,245
|
|
Outstanding stock purchase rights
|
2
|
|
|
2
|
|
Conversion of convertible debt and related interest expense
(2)
|
—
|
|
|
3,949
|
|
Shares reserved for future option and RSA grants
|
12,426
|
|
|
8,941
|
|
Shares reserved under Employee Stock Purchase Plan
|
651
|
|
|
—
|
|
Total
|
27,171
|
|
|
48,137
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of revenue
|
$
|
301
|
|
|
$
|
83
|
|
|
$
|
512
|
|
|
$
|
150
|
|
Research and development
|
3,527
|
|
|
1,134
|
|
|
5,994
|
|
|
2,130
|
|
||||
Sales and marketing
|
1,931
|
|
|
612
|
|
|
3,359
|
|
|
1,094
|
|
||||
General and administrative
|
946
|
|
|
244
|
|
|
1,622
|
|
|
441
|
|
||||
Total stock-based compensation
|
$
|
6,705
|
|
|
$
|
2,073
|
|
|
$
|
11,487
|
|
|
$
|
3,815
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Expected term (in years)
|
7.0
|
|
|
6.2
|
|
|
7.7
|
|
|
6.4
|
|
Risk-free interest rate
|
2.0
|
%
|
|
1.2
|
%
|
|
2.3
|
%
|
|
1.2
|
%
|
Expected volatility
|
48.1
|
%
|
|
51.8
|
%
|
|
47.8
|
%
|
|
51.1
|
%
|
Dividend rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Three Months Ended June 30,
|
|
|
2014
|
Expected term (in years)
|
|
1.4
|
Risk-free interest rate
|
|
0.3%
|
Expected volatility
|
|
36.3%
|
Dividend rate
|
|
—%
|
|
|
|
Options and RSAs Outstanding
|
|
|
|
|
||||||||
|
Shares
Available for Grant
(in thousands)
|
|
Number of
Shares Underlying
Outstanding Options and RSAs
(in thousands)
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term (Years) of Stock Options |
|
Aggregate
Intrinsic Value of Stock Options Outstanding
(in thousands)
|
||||||
Outstanding—December 31, 2013
|
8,941
|
|
|
11,245
|
|
|
$
|
6.82
|
|
|
8.8
|
|
$
|
254,319
|
|
Authorized
|
6,510
|
|
|
|
|
|
|
|
|
|
|||||
Options granted
|
(3,331
|
)
|
|
3,331
|
|
|
31.40
|
|
|
|
|
|
|||
Options exercised
|
—
|
|
|
(186
|
)
|
|
9.01
|
|
|
|
|
|
|||
Options canceled
|
298
|
|
|
(298
|
)
|
|
8.99
|
|
|
|
|
|
|||
Early exercised shares repurchased
|
8
|
|
|
—
|
|
|
6.40
|
|
|
|
|
|
|||
Outstanding—June 30, 2014
|
12,426
|
|
|
14,092
|
|
|
$
|
12.56
|
|
|
8.6
|
|
$
|
702,257
|
|
Vested and exercisable—June 30, 2014
|
|
|
3,051
|
|
|
$
|
4.27
|
|
|
7.7
|
|
$
|
177,332
|
|
|
Vested and expected to vest—June 30, 2014
|
|
|
12,280
|
|
|
$
|
11.48
|
|
|
8.5
|
|
$
|
625,146
|
|
|
Options Outstanding and Exercisable
|
|
Options Vested and Exercisable
|
||||||||||||
Range of Exercise Price
|
Number of
Shares Underlying Outstanding Options
(in thousands)
|
|
Weighted-
Average Remaining Contractual Life (Years) |
|
Weighted-
Average Exercise Price per Share |
|
Number of
Shares Underlying Outstanding Options
(in thousands)
|
|
Weighted-
Average Exercise Price per Share |
||||||
$0.01 – $3.33
|
2,578
|
|
|
7.3
|
|
$
|
3.30
|
|
|
1,535
|
|
|
$
|
3.28
|
|
$4.16 – $4.92
|
3,723
|
|
|
8.1
|
|
4.39
|
|
|
1,219
|
|
|
4.41
|
|
||
$7.76 – $10.18
|
3,945
|
|
|
9.0
|
|
9.19
|
|
|
289
|
|
|
8.21
|
|
||
$22.49
|
1,084
|
|
|
9.5
|
|
22.49
|
|
|
3
|
|
|
22.49
|
|
||
$30.67
|
1,673
|
|
|
9.6
|
|
30.67
|
|
|
1
|
|
|
30.67
|
|
||
$34.12 - $38.00
|
1,089
|
|
|
9.8
|
|
36.88
|
|
|
4
|
|
|
34.64
|
|
||
|
14,092
|
|
|
8.6
|
|
$
|
12.56
|
|
|
3,051
|
|
|
$
|
4.27
|
|
|
Number of
RSA’s Outstanding
(in thousands)
|
|
Weighted-
Average Grant Date Fair Value |
|||
Unvested balance—December 31, 2013
|
142
|
|
|
$
|
2.42
|
|
Vested
|
(32
|
)
|
|
2.50
|
|
|
Unvested balance—June 30, 2014
|
110
|
|
|
$
|
2.50
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
21,618
|
|
|
$
|
10,251
|
|
|
$
|
33,947
|
|
|
$
|
16,862
|
|
Less: undistributed earnings allocated to participating securities
|
(7,406
|
)
|
|
(5,303
|
)
|
|
(13,962
|
)
|
|
(8,799
|
)
|
||||
Net income available to common stockholders, basic
|
$
|
14,212
|
|
|
$
|
4,948
|
|
|
$
|
19,985
|
|
|
$
|
8,063
|
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stockholders, basic
|
$
|
14,212
|
|
|
$
|
4,948
|
|
|
$
|
19,985
|
|
|
$
|
8,063
|
|
Add: undistributed earnings allocated to participating securities
|
639
|
|
|
211
|
|
|
1,136
|
|
|
309
|
|
||||
Net income attributable to common stockholders, diluted
|
$
|
14,851
|
|
|
$
|
5,159
|
|
|
$
|
21,121
|
|
|
$
|
8,372
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares used in computing net income per share available to common stockholders, basic
|
38,491
|
|
|
26,926
|
|
|
33,834
|
|
|
26,607
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares used in computing net income per share available to common stockholders, basic
|
38,491
|
|
|
26,926
|
|
|
33,834
|
|
|
26,607
|
|
||||
Add weighted-average effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options and RSAs
|
5,537
|
|
|
2,320
|
|
|
5,113
|
|
|
2,038
|
|
||||
Employee stock purchase plan
|
29
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Stock purchase rights
|
—
|
|
|
6
|
|
|
—
|
|
|
5
|
|
||||
Weighted-average shares used in computing net income per share available to common stockholders, diluted
|
44,057
|
|
|
29,252
|
|
|
38,962
|
|
|
28,650
|
|
||||
Net income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.37
|
|
|
$
|
0.18
|
|
|
$
|
0.59
|
|
|
$
|
0.30
|
|
Diluted
|
$
|
0.34
|
|
|
$
|
0.18
|
|
|
$
|
0.54
|
|
|
$
|
0.29
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Stock options and RSAs to purchase common stock
|
2,361
|
|
|
1,398
|
|
|
2,160
|
|
|
828
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
United States
|
$
|
102,149
|
|
|
$
|
68,819
|
|
|
$
|
195,142
|
|
|
$
|
116,992
|
|
Other Americas
|
1,009
|
|
|
660
|
|
|
4,216
|
|
|
1,447
|
|
||||
Europe, Middle East and Africa
|
20,628
|
|
|
9,705
|
|
|
32,342
|
|
|
17,411
|
|
||||
Asia Pacific
|
14,161
|
|
|
4,301
|
|
|
23,454
|
|
|
8,983
|
|
||||
Total revenue
|
$
|
137,947
|
|
|
$
|
83,485
|
|
|
$
|
255,154
|
|
|
$
|
144,833
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
United States
|
$
|
65,204
|
|
|
$
|
63,557
|
|
International
|
3,595
|
|
|
3,647
|
|
||
Total
|
$
|
68,799
|
|
|
$
|
67,204
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
$
|
137,947
|
|
|
$
|
83,485
|
|
|
$
|
255,154
|
|
|
$
|
144,833
|
|
Cost of revenue
(1)
|
44,567
|
|
|
29,584
|
|
|
80,460
|
|
|
48,804
|
|
||||
Gross profit
|
93,380
|
|
|
53,901
|
|
|
174,694
|
|
|
96,029
|
|
||||
Operating expenses
(1)
:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
34,888
|
|
|
21,086
|
|
|
68,334
|
|
|
40,600
|
|
||||
Sales and marketing
|
20,711
|
|
|
13,045
|
|
|
39,366
|
|
|
23,180
|
|
||||
General and administrative
|
7,126
|
|
|
3,506
|
|
|
14,357
|
|
|
7,242
|
|
||||
Total operating expenses
|
62,725
|
|
|
37,637
|
|
|
122,057
|
|
|
71,022
|
|
||||
Income from operations
|
30,655
|
|
|
16,264
|
|
|
52,637
|
|
|
25,007
|
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(1,435
|
)
|
|
(1,772
|
)
|
|
(3,206
|
)
|
|
(3,523
|
)
|
||||
Interest and other income (expense), net
|
2,472
|
|
|
(1
|
)
|
|
1,708
|
|
|
(100
|
)
|
||||
Total other income (expense), net
|
1,037
|
|
|
(1,773
|
)
|
|
(1,498
|
)
|
|
(3,623
|
)
|
||||
Income before provision for income taxes
|
31,692
|
|
|
14,491
|
|
|
51,139
|
|
|
21,384
|
|
||||
Provision for income taxes
|
10,074
|
|
|
4,240
|
|
|
17,192
|
|
|
4,522
|
|
||||
Net income
|
$
|
21,618
|
|
|
$
|
10,251
|
|
|
$
|
33,947
|
|
|
$
|
16,862
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
(as a percentage of revenue)
|
||||||||||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenue
|
32.3
|
|
|
35.4
|
|
|
31.5
|
|
|
33.7
|
|
Gross margin
|
67.7
|
|
|
64.6
|
|
|
68.5
|
|
|
66.3
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development
|
25.3
|
|
|
25.3
|
|
|
26.8
|
|
|
28.0
|
|
Sales and marketing
|
15.0
|
|
|
15.6
|
|
|
15.4
|
|
|
16.0
|
|
General and administrative
|
5.2
|
|
|
4.2
|
|
|
5.6
|
|
|
5.0
|
|
Total operating expenses
|
45.5
|
|
|
45.1
|
|
|
47.8
|
|
|
49.0
|
|
Income from operations
|
22.2
|
|
|
19.5
|
|
|
20.7
|
|
|
17.3
|
|
Other income (expense), net:
|
|
|
|
|
|
|
|
||||
Interest expense
|
(1.0
|
)
|
|
(2.1
|
)
|
|
(1.3
|
)
|
|
(2.4
|
)
|
Interest and other income (expense), net
|
1.8
|
|
|
—
|
|
|
0.7
|
|
|
(0.1
|
)
|
Total other income (expense), net
|
0.8
|
|
|
(2.1
|
)
|
|
(0.6
|
)
|
|
(2.5
|
)
|
Income before provision for income taxes
|
23.0
|
|
|
17.4
|
|
|
20.1
|
|
|
14.8
|
|
Provision for income taxes
|
7.3
|
|
|
5.1
|
|
|
6.7
|
|
|
3.1
|
|
Net income
|
15.7
|
%
|
|
12.3
|
%
|
|
13.4
|
%
|
|
11.7
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of revenue
|
$
|
301
|
|
|
$
|
83
|
|
|
$
|
512
|
|
|
$
|
150
|
|
Research and development
|
3,527
|
|
|
1,134
|
|
|
5,994
|
|
|
2,130
|
|
||||
Sales and marketing
|
1,931
|
|
|
612
|
|
|
3,359
|
|
|
1,094
|
|
||||
General and administrative
|
946
|
|
|
244
|
|
|
1,622
|
|
|
441
|
|
||||
Total stock-based compensation
|
$
|
6,705
|
|
|
$
|
2,073
|
|
|
$
|
11,487
|
|
|
$
|
3,815
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||||||||||
|
|
$
|
|
$
|
|
$
|
|
%
|
|
$
|
|
$
|
|
$
|
|
%
|
||||||||||||||
Revenue
|
|
$
|
137,947
|
|
|
$
|
83,485
|
|
|
$
|
54,462
|
|
|
65.2
|
%
|
|
$
|
255,154
|
|
|
$
|
144,833
|
|
|
$
|
110,321
|
|
|
76.2
|
%
|
Cost of Revenue
|
|
44,567
|
|
|
29,584
|
|
|
14,983
|
|
|
50.6
|
|
|
80,460
|
|
|
48,804
|
|
|
31,656
|
|
|
64.9
|
|
||||||
Gross profit
|
|
$
|
93,380
|
|
|
$
|
53,901
|
|
|
$
|
39,479
|
|
|
73.2
|
%
|
|
$
|
174,694
|
|
|
$
|
96,029
|
|
|
$
|
78,665
|
|
|
81.9
|
%
|
Gross margin
|
|
67.7
|
%
|
|
64.6
|
%
|
|
|
|
|
|
68.5
|
%
|
|
66.3
|
%
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change in
|
||||||||||||||||||
|
|
$
|
|
$
|
|
$
|
|
%
|
|
$
|
|
$
|
|
$
|
|
%
|
||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Research and development
|
|
$
|
34,888
|
|
|
$
|
21,086
|
|
|
$
|
13,802
|
|
|
65.5
|
%
|
|
$
|
68,334
|
|
|
$
|
40,600
|
|
|
$
|
27,734
|
|
|
68.3
|
%
|
Sales and marketing
|
|
20,711
|
|
|
13,045
|
|
|
7,666
|
|
|
58.8
|
|
|
39,366
|
|
|
23,180
|
|
|
$
|
16,186
|
|
|
69.8
|
|
|||||
General and administrative
|
|
7,126
|
|
|
3,506
|
|
|
3,620
|
|
|
103.3
|
|
|
14,357
|
|
|
7,242
|
|
|
$
|
7,115
|
|
|
98.2
|
|
|||||
Total operating expenses
|
|
$
|
62,725
|
|
|
$
|
37,637
|
|
|
$
|
25,088
|
|
|
66.7
|
%
|
|
$
|
122,057
|
|
|
$
|
71,022
|
|
|
$
|
51,035
|
|
|
71.9
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change in
|
||||||||||||||||||
|
|
$
|
|
$
|
|
$
|
|
%
|
|
$
|
|
$
|
|
$
|
|
%
|
||||||||||||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
|
$
|
(1,435
|
)
|
|
$
|
(1,772
|
)
|
|
$
|
337
|
|
|
(19.0
|
)%
|
|
$
|
(3,206
|
)
|
|
$
|
(3,523
|
)
|
|
$
|
317
|
|
|
(9.0
|
)%
|
Interest and other income (expense), net
|
|
2,472
|
|
|
(1
|
)
|
|
2,473
|
|
|
N/M
|
|
1,708
|
|
|
(100
|
)
|
|
1,808
|
|
|
N/M
|
||||||||
Total other income (expense), net
|
|
$
|
1,037
|
|
|
$
|
(1,773
|
)
|
|
$
|
2,810
|
|
|
|
|
$
|
(1,498
|
)
|
|
$
|
(3,623
|
)
|
|
$
|
2,125
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
Change
|
|
2014
|
2013
|
Change
|
||||||||||||||||||||
|
|
$
|
|
$
|
|
$
|
|
%
|
|
$
|
|
$
|
|
$
|
|
%
|
||||||||||||||
Provision for income taxes
|
|
$
|
10,074
|
|
|
$
|
4,240
|
|
|
$
|
5,834
|
|
|
137.6
|
%
|
|
$
|
17,192
|
|
|
$
|
4,522
|
|
|
$
|
12,670
|
|
|
280.2
|
%
|
Effective tax rate
|
|
31.8
|
%
|
|
29.3
|
%
|
|
|
|
|
|
33.6
|
%
|
|
21.1
|
%
|
|
|
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Cash and cash equivalents
|
$
|
397,198
|
|
|
$
|
113,664
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Cash provided by operating activities
|
|
$
|
63,946
|
|
|
$
|
8,748
|
|
Cash used in investing activities
|
|
(4,539
|
)
|
|
(12,212
|
)
|
||
Cash provided by financing activities
|
|
224,064
|
|
|
5,495
|
|
||
Effect of exchange rate changes
|
|
63
|
|
|
(54
|
)
|
||
Net increase in cash and cash equivalents
|
|
$
|
283,534
|
|
|
$
|
1,977
|
|
•
|
our ability to attract and retain new end customers, including large end customers;
|
•
|
the budgeting cycles and purchasing practices of end customers, including large end customers;
|
•
|
the buying patterns of our large end customers in which large bulk purchases may or may not occur in certain quarters;
|
•
|
changes in end-customer, distributor or reseller requirements or market needs;
|
•
|
deferral or cancellation of orders from end customers, including in anticipation of new products or product enhancements announced by us or our competitors, or warranty returns;
|
•
|
changes in the growth rate of the networking market;
|
•
|
the actual or rumored timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of our industry, including consolidation among our competitors or end customers;
|
•
|
our ability to successfully expand our business domestically and internationally;
|
•
|
our ability to increase the size of our distribution channel;
|
•
|
decisions by potential end customers to purchase cloud networking solutions from larger, more established vendors or from their primary network equipment vendors;
|
•
|
price competition;
|
•
|
insolvency or credit difficulties confronting our end customers, which could adversely affect their ability to purchase or pay for our products and services, or confronting our key suppliers, including our sole source suppliers, which could disrupt our supply chain;
|
•
|
any disruption in our sales channel or termination of our relationship with important channel partners;
|
•
|
our inability to fulfill our end customers’ orders due to supply chain delays, access to key commodities or technologies or events that impact our manufacturers or their suppliers;
|
•
|
the cost and potential outcomes of existing and future litigation;
|
•
|
seasonality or cyclical fluctuations in our markets;
|
•
|
future accounting pronouncements or changes in our accounting policies;
|
•
|
stock-based compensation expense;
|
•
|
our overall effective tax rate, including impacts caused by any reorganization in our corporate structure, any changes in our valuation allowance for domestic deferred tax assets and any new legislation or regulatory developments;
|
•
|
increases or decreases in our expenses caused by fluctuations in foreign currency exchange rates, as an increasing portion of our expenses are incurred and paid in currencies other than the U.S. dollar;
|
•
|
general economic conditions, both domestically and in foreign markets; and
|
•
|
other risk factors described in this Form 10-Q.
|
•
|
greater name recognition and longer operating histories;
|
•
|
larger sales and marketing budgets and resources;
|
•
|
broader distribution and established relationships with channel partners and end customers;
|
•
|
greater access to larger end-customer bases;
|
•
|
greater end-customer support resources;
|
•
|
greater manufacturing resources;
|
•
|
the ability to leverage their sales efforts across a broader portfolio of products;
|
•
|
the ability to bundle competitive offerings with other products and services;
|
•
|
the ability to set more aggressive pricing policies;
|
•
|
lower labor and development costs;
|
•
|
greater resources to make acquisitions;
|
•
|
larger intellectual property portfolios; and
|
•
|
substantially greater financial, technical, research and development or other resources.
|
•
|
greater difficulty in enforcing contracts and accounts receivable collection and longer collection periods;
|
•
|
increased expenses incurred in establishing and maintaining our international operations;
|
•
|
fluctuations in exchange rates between the U.S. dollar and foreign currencies where we do business;
|
•
|
greater difficulty and costs in recruiting local experienced personnel;
|
•
|
wage inflation in certain growing economies;
|
•
|
general economic and political conditions in these foreign markets;
|
•
|
economic uncertainty around the world as a result of sovereign debt issues;
|
•
|
communication and integration problems resulting from cultural and geographic dispersion;
|
•
|
limitations on our ability to access cash resources in our international operations;
|
•
|
ability to establish necessary business relationships and to comply with local business requirements;
|
•
|
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 unexpected changes in regulatory practices, tariffs and tax laws and treaties;
|
•
|
the uncertainty of protection for intellectual property rights in some countries;
|
•
|
greater risk of a failure of foreign employees to comply with both U.S. and foreign laws, including antitrust regulations, the FCPA and any trade regulations ensuring fair trade practices; and
|
•
|
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.
|
•
|
changes in end-customer or product mix, including mix of configurations within each product group;
|
•
|
introduction of new products, including products with price-performance advantages;
|
•
|
our ability to reduce production costs;
|
•
|
entry into new markets or growth in lower margin markets;
|
•
|
entry in markets with different pricing and cost structures;
|
•
|
pricing discounts;
|
•
|
increases in material, labor or other manufacturing-related costs, which could be significant especially during periods of supply constraints;
|
•
|
excess inventory and inventory holding charges;
|
•
|
obsolescence charges;
|
•
|
changes in shipment volume;
|
•
|
the timing of revenue recognition and revenue deferrals;
|
•
|
increased cost, loss of cost savings or dilution of savings due to changes in component pricing or charges incurred due to inventory holding periods if parts ordering does not correctly anticipate product demand or if the financial health of either contract manufacturers or suppliers deteriorates;
|
•
|
lower than expected benefits from value engineering;
|
•
|
increased price competition;
|
•
|
changes in distribution channels;
|
•
|
increased warranty costs; and
|
•
|
how well we execute our strategy and operating plans.
|
•
|
evolve or enhance our products and services;
|
•
|
continue to expand our sales and marketing and research and development organizations;
|
•
|
acquire complementary technologies, products or businesses;
|
•
|
expand operations, in the United States or internationally;
|
•
|
hire, train and retain employees; or
|
•
|
respond to competitive pressures or unanticipated working capital requirements.
|
•
|
sensitive data regarding our business, including intellectual property and other proprietary data, could be stolen;
|
•
|
our electronic communications systems, including email and other methods, could be disrupted, and our ability to conduct our business operations could be seriously damaged until such systems can be restored;
|
•
|
our ability to process customer orders and electronically deliver products and services could be degraded, and our distribution channels could be disrupted, resulting in delays in revenue recognition;
|
•
|
defects and security vulnerabilities could be introduced into our software, thereby damaging the reputation and perceived reliability and security of our products and potentially making the data systems of our customers vulnerable to further data loss and cyberincidents; and
|
•
|
personally identifiable data of our customers, employees and business partners could be compromised.
|
•
|
actual or anticipated announcements of new products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
significant volatility in the market price and trading volume of technology companies in general and of companies in the IT security industry in particular;
|
•
|
fluctuations in the trading volume of our shares or the size of our public float;
|
•
|
actual or anticipated changes or fluctuations in our results of operations;
|
•
|
adverse changes to our relationships with any of our channel partners;
|
•
|
manufacturing, supply or distribution shortages;
|
•
|
whether our results of operations meet the expectations of securities analysts or investors;
|
•
|
actual or anticipated changes in the expectations of investors or securities analysts;
|
•
|
litigation involving us, our industry, or both;
|
•
|
regulatory developments in the United States, foreign countries or both;
|
•
|
general economic conditions and trends;
|
•
|
major catastrophic events;
|
•
|
sales of large blocks of our common stock; or
|
•
|
departures of key personnel.
|
•
|
a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
|
•
|
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our president, our secretary or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
the requirement for the affirmative vote of holders of at least 66 23% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the issuance of preferred stock and management of our business or our amended and restated bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
|
•
|
the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and
|
•
|
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from
|
|
|
|
Arista Networks, Inc.
|
|
|
|
(Registrant)
|
Dated:
|
August 7, 2014
|
By:
|
/s/ Jayshreee Ullal
|
|
|
|
Jayshree Ullal
|
|
|
|
Chief Executive Officer, President and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated:
|
August 7, 2014
|
By:
|
/s/ Kelyn Brannon
|
|
|
|
Kelyn Brannon
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit Number
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Registrant
|
|
|
|
|
|
|
|
|
|
ü
|
3.2
|
|
Amended and Restated Bylaws of Registrant
|
|
|
|
|
|
|
|
|
|
ü
|
10.1
|
|
Second Amendment - Irvine Lease
|
|
|
|
|
|
|
|
|
|
ü
|
10.2
|
†
|
2014 Equity Incentive Plan
|
|
S-1/A
|
|
333-194899
|
|
10.4
|
|
5/27/2014
|
|
|
10.3
|
†
|
2014 Employee Stock Purchase Plan
|
|
S-1/A
|
|
333-194899
|
|
10.5
|
|
5/2/2014
|
|
|
10.4
|
†
|
Employee Incentive Plan
|
|
S-1/A
|
|
333-194899
|
|
10.21
|
|
4/21/2014
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
ü
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
ü
|
32.1
|
*
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
ü
|
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
|
|
|
|
|
|
|
|
|
|
|
AMENDED AND RESTATED BYLAWS OF
ARISTA NETWORKS, INC.
Adopted May 20, 2014
Effective on June 11, 2014
|
|||||
ARTICLE I - CORPORATE OFFICES
|
1
|
|
||
1.1
|
|
REGISTERED OFFICE
|
1
|
|
1.2
|
|
OTHER OFFICES
|
1
|
|
ARTICLE II - MEETINGS OF STOCKHOLDERS
|
1
|
|
||
2.1
|
|
PLACE OF MEETINGS
|
1
|
|
2.2
|
|
ANNUAL MEETING
|
1
|
|
2.3
|
|
SPECIAL MEETING
|
1
|
|
2.4
|
|
ADVANCE NOTICE PROCEDURES
|
2
|
|
2.5
|
|
NOTICE OF STOCKHOLDERS’ MEETINGS
|
6
|
|
2.6
|
|
QUORUM
|
6
|
|
2.7
|
|
ADJOURNED MEETING; NOTICE
|
6
|
|
2.8
|
|
CONDUCT OF BUSINESS
|
7
|
|
2.9
|
|
VOTING
|
7
|
|
2.10
|
|
STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|
7
|
|
2.11
|
|
RECORD DATES
|
7
|
|
2.12
|
|
PROXIES
|
8
|
|
2.13
|
|
LIST OF STOCKHOLDERS ENTITLED TO VOTE
|
8
|
|
2.14
|
|
INSPECTORS OF ELECTION
|
9
|
|
ARTICLE III - DIRECTORS
|
9
|
|
||
3.1
|
|
POWERS
|
9
|
|
3.2
|
|
NUMBER OF DIRECTORS
|
9
|
|
3.3
|
|
ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
|
9
|
|
3.4
|
|
RESIGNATION AND VACANCIES
|
10
|
|
3.5
|
|
PLACE OF MEETINGS; MEETINGS BY TELEPHONE
|
10
|
|
3.6
|
|
REGULAR MEETINGS
|
10
|
|
3.7
|
|
SPECIAL MEETINGS; NOTICE
|
11
|
|
3.8
|
|
QUORUM; VOTING
|
11
|
|
3.9
|
|
BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|
11
|
|
3.10
|
|
FEES AND COMPENSATION OF DIRECTORS
|
12
|
|
3.11
|
|
REMOVAL OF DIRECTORS
|
12
|
|
ARTICLE IV - COMMITTEES
|
12
|
|
||
4.1
|
|
COMMITTEES OF DIRECTORS
|
12
|
|
4.2
|
|
COMMITTEE MINUTES
|
12
|
|
4.3
|
|
MEETINGS AND ACTION OF COMMITTEES
|
12
|
|
4.4
|
|
SUBCOMMITTEES
|
13
|
|
ARTICLE V - OFFICERS
|
13
|
|
||
5.1
|
|
OFFICERS
|
13
|
|
5.2
|
|
APPOINTMENT OF OFFICERS
|
13
|
|
5.3
|
|
SUBORDINATE OFFICERS
|
13
|
|
5.4
|
|
REMOVAL AND RESIGNATION OF OFFICERS
|
14
|
|
5.5
|
|
VACANCIES IN OFFICES
|
14
|
|
5.6
|
|
REPRESENTATION OF SHARES OR INTERESTS OF OTHER CORPORATIONS OR ENTITIES
|
14
|
|
5.7
|
|
AUTHORITY AND DUTIES OF OFFICERS
|
14
|
|
5.8
|
|
THE CHAIRPERSON OF THE BOARD
|
14
|
|
5.9
|
|
THE VICE CHAIRPERSON OF THE BOARD
|
15
|
|
5.10
|
|
THE CHIEF EXECUTIVE OFFICER
|
15
|
|
5.11
|
|
THE PRESIDENT
|
15
|
|
5.12
|
|
THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS
|
15
|
|
5.13
|
|
THE SECRETARY AND ASSISTANT SECRETARIES
|
15
|
|
5.14
|
|
THE CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURERS
|
16
|
|
ARTICLE VI - STOCK
|
16
|
|
||
6.1
|
|
STOCK CERTIFICATES; PARTLY PAID SHARES
|
16
|
|
6.2
|
|
SPECIAL DESIGNATION ON CERTIFICATES
|
16
|
|
6.3
|
|
LOST, STOLEN OR DESTROYED CERTIFICATES
|
17
|
|
6.4
|
|
DIVIDENDS
|
17
|
|
6.5
|
|
TRANSFER OF STOCK
|
17
|
|
6.6
|
|
STOCK TRANSFER AGREEMENTS
|
18
|
|
6.7
|
|
REGISTERED STOCKHOLDERS
|
18
|
|
ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER
|
18
|
|
||
7.1
|
|
NOTICE OF STOCKHOLDERS’ MEETINGS
|
18
|
|
7.2
|
|
NOTICE BY ELECTRONIC TRANSMISSION
|
18
|
|
7.3
|
|
NOTICE TO STOCKHOLDERS SHARING AN ADDRESS
|
19
|
|
7.4
|
|
NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL
|
19
|
|
7.5
|
|
WAIVER OF NOTICE
|
19
|
|
ARTICLE VIII - INDEMNIFICATION
|
20
|
|
||
8.1
|
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS
|
20
|
|
8.2
|
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION
|
20
|
|
8.3
|
|
SUCCESSFUL DEFENSE
|
21
|
|
8.4
|
|
INDEMNIFICATION OF OTHERS; ADVANCE PAYMENT TO OTHERS
|
21
|
|
8.5
|
|
ADVANCE PAYMENT OF EXPENSES
|
21
|
|
8.6
|
|
LIMITATION ON INDEMNIFICATION
|
21
|
|
8.7
|
|
DETERMINATION; CLAIM
|
22
|
|
8.8
|
|
NON-EXCLUSIVITY OF RIGHTS
|
22
|
|
8.9
|
|
INSURANCE
|
22
|
|
8.10
|
|
SURVIVAL
|
23
|
|
8.11
|
|
EFFECT OF REPEAL OR MODIFICATION
|
23
|
|
8.12
|
|
CERTAIN DEFINITIONS
|
23
|
|
ARTICLE IX - GENERAL MATTERS
|
23
|
|
||
9.1
|
|
EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
|
23
|
|
9.2
|
|
FISCAL YEAR
|
23
|
|
9.3
|
|
SEAL
|
24
|
|
9.4
|
|
CONSTRUCTION; DEFINITIONS
|
24
|
|
ARTICLE X - AMENDMENTS
|
24
|
|
(i)
|
if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;
|
(ii)
|
if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
|
(iii)
|
if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and
|
(iv)
|
if by any other form of electronic transmission, when directed to the stockholder.
|
2.
|
Item 4 is hereby amended by adding the following:
|
Months of Term
or Period
|
Monthly Rate Per Rentable Square Foot of the 5
th
Floor Premises
|
Monthly Basic Rent for the 5
th
Floor Premises (rounded to the nearest dollar)
|
Commencement Date for the 5
th
Floor Premises to
December 31, 2015
|
$3.20
|
$96,762.00
|
January 1, 2016 to
December 31, 2016
|
$3.30
|
$99,785.00
|
January 1, 2017 to
December 31, 2017
|
$3.39
|
$102,507.00
|
January 1, 2018 to
December 31, 2018
|
$3.50
|
$105,833.00
|
January 1, 2019 to
December 31, 2019
|
$3.60
|
$108,857.00
|
January 1, 2020 to
December 31, 2020
|
$3.71
|
$112,183.00
|
January 1, 2021 to
December 31, 2021
|
$3.82
|
$115,509.00
|
January 1, 2022 to
December 31, 2022
|
$3.94
|
$119,138.00
|
January 1, 2023 to
Expiration Date
|
$4.05
|
$122,464.00
|
Months of Term
or Period
|
Monthly Rate Per Rentable Square Foot of the 4
th
Floor Premises
|
Monthly Basic Rent for the 4
th
Floor Premises (rounded to the nearest dollar)
|
Commencement Date for the 4
th
Floor Premises to
December 31, 2016
|
$3.30
|
$99,921.00
|
January 1, 2017 to
December 31, 2017
|
$3.39
|
$102,646.00
|
January 1, 2018 to
December 31, 2018
|
$3.50
|
$105,997.00
|
January 1, 2019 to
December 31, 2019
|
$3.60
|
$109,004.00
|
January 1, 2020 to
December 31, 2020
|
$3.71
|
$112,335.00
|
January 1, 2021 to
December 31, 2021
|
$3.82
|
$115,666.00
|
January 1, 2022 to
December 31, 2022
|
$3.94
|
$119,299.00
|
January 1, 2023 to
Expiration Date
|
$4.05
|
$122,630.00
|
Schedule I
Tenant Improvement / Interior Construction Outline Specifications
(By Tenant/Tenant Allowance)
|
TENANT STANDARD
|
|
|
GENERAL OFFICE:
|
|
CARPET
|
|
|
Direct glue broadloom carpet.
|
|
|
|
|
|
VINYL COMPOSITION TILE (VCT)
|
|
|
12” x 12” VCT Armstrong Standard Excelon.
|
|
|
|
|
|
WALLS
|
|
|
Standard Walls
: 5/8" gypsum drywall on 2-1/2" x 25 ga. metal studs 16” o.c., floor to ceiling construction. No walls shall penetrate the grid unless required by code. All walls shall be straight, and parallel to building exterior walls. All offices and rooms shall be constructed of a standard size and tangent to a building shell or core wall.
|
|
|
Exterior Walls
(First Generation Only) 5/8" gypsum drywall furring on 25 ga. metal studs, with R-13 insulation.
|
|
|
|
|
|
PAINT
|
|
|
Paint finish, one standard color to be Benjamin Moore AC-40, Glacier White, flat finish. Dark colors subject to Landlord approval.
|
|
|
|
|
|
BASE
|
|
|
2-1/2” Burke rubber base; straight at cut pile carpet, coved at resilient flooring and loop carpet.
|
|
|
|
|
|
RUBBER TRANSITION STRIP
|
|
|
Transition strip between carpet and resilient flooring to be Burke #150, color: to match adjacent V.C.T.
|
|
|
|
|
|
PLASTIC LAMINATE
|
|
|
Plastic laminate color at millwork: Nevamar “Smoky White”, Textured #S-7-27T.
|
|
|
|
|
|
CEILING
|
|
|
2x4 USG Radar Illusions #2842 scored ceiling tile, installed in building standard 9/16” or 15/16” T-bar grid. Continuous grid throughout.
|
|
|
|
|
|
LIGHTING
|
|
|
All spaces are to be illuminated with building standard 2 x 4 direct/indirect fixtures, approved by the Landlord.
|
|
|
|
|
|
DOORS
|
|
|
1-3/4” solid core, 3’’-0” x 8’-10” plain sliced white oak, Western Integrated clear anodized aluminum frames Schlage "D" series "Sparta" latchset hardware, dull chrome finish.
|
|
|
|
|
|
OFFICE SIDELITES
|
|
|
All interior offices to have sidelite glazing adjacent to office entry door, 4’ wide x door height, Western Integrated clear anodized aluminum frame integral to door frame with clear tempered glass.
|
|
|
|
|
|
WINDOW COVERINGS
|
|
|
Vertical blinds: Mariak Industries PVC blinds at building perimeter windows, Model M-3000, Color: Light Grey.
|
Tenant Improvement / Interior Construction Outline Specifications
(Continued)
|
TENANT STANDARD
|
|
|
MECHANICAL:
|
|
HVAC
|
|
|
General
: Exterior corner spaces with more than one exposure shall be provided with a separate zone. Conference Room (or Training Room) 20’ x 13’ or larger shall be provided with a separate zone. Exterior zone shall be limited to a single exposure and a maximum of 750 to 1000 square feet.
|
|
|
|
|
|
Campus Office Building
: Interior and Exterior zone VAV boxes shall be connected to the main supply air loop. Exterior zone VAV boxes shall be provided with two-row hot water reheat coil. Interior zone shall be limited to a maximum of 2000 square feet.
|
|
|
|
|
|
Air distribution downstream of VAV boxes shall be provided complete with ductwork, 2’x2’ perforated face ceiling diffusers, 2’x2’ perforated return air grilles and air balance. All ductwork shall be sheet metal constructed per SMACNA standards and insulated per the latest Title 24 requirements.
|
|
|
|
|
|
Pneumatic thermostats with blank white cover shall be provided for each zone. Thermostats shall be located adjacent to light switch at 48” above finished floor. When the building utilizes DDC zone control, DDC system shall be Andover and installed by AAS. DDC system shall be interfaced to the existing Irvine Company network.
|
|
|
|
|
|
Mid-Tech/Manufacturing Building
: Air distribution downstream of packaged rooftop units and/or split system fan coil units shall be provided complete with ductwork, 2’x2’ perforated face ceiling diffusers,
2’x2’ perforated return air grilles and air balance. All ductwork shall be sheet metal constructed per SMACNA standards and insulated per the latest Title 24 requirements. Interior zone shall be limited to a maximum of 2500 square feet.
|
|
|
|
|
|
Packaged rooftop units and/or split system units shall be connected to existing Irvine Company Energy Management System. Thermostats shall be located adjacent to light switch at 48” above finished floor. EMS shall be Andover and installed by AAS.
|
|
|
|
|
|
New packaged rooftop units larger than 5-ton shall be provided with seismic isolation curb with minimum 1-inch spring deflection. New packaged rooftop units larger than 6.25 ton shall be provided with economizer with barometric relief damper.
|
|
|
|
|
|
FIRE PROTECTION
|
|
|
Pendant satin chrome plated, recessed heads, adjustable canopies, minimum K factor to be 5.62, located at center of 2’ x 2’ section of scored ceiling tile. Ceiling drops from shell supply loop.
|
TENANT STANDARD
|
|
|
ELECTRICAL
|
|
ELECTRICAL SYSTEM
|
|
|
A 277/480 volt, three phase, four wire tenant metered distribution section will be added to main service at Main Electrical Room.
|
|
|
|
|
|
Tenant Electrical Room, located within the lease space, as directed by the Landlord, to include 270/480 volt and 120/208 volt panels, transformer, lighting control panel, as required.
|
|
|
|
|
|
Standard tenant electrical capacity will be provided in the following capacity:
|
|
|
- Lighting 277V: Minimum of 1.2 watt watts per s.f.
|
|
|
- General 277V Power: As required to accommodate tenant loads.
|
|
|
- HVAC Power 277/480V: As required to accommodate the HVAC equipment.
|
|
|
- General 120/208V Power: Minimum of 8.0 watts per s.f.
|
Tenant Improvement / Interior Construction Outline Specifications
(Continued)
|
TENANT STANDARD
|
|
|
ELECTRICAL (CONTINUED):
|
|
LIGHTING
|
|
|
All spaces are to be illuminated with building standard 2’ x 4’, direct/indirect fixtures based on one (1) fixture per 96 square feet.
|
|
|
|
|
|
All lighting shall be controlled by occupancy sensors and ½ switched per Title 24. Provide wall mounted dual relay occupancy sensors in small spaces and ceiling mounted paired with two switches in double gang box, Leviton “Decora” style switches with a white plastic coverplate, 48” AFF to switch centerline.
|
|
|
|
|
|
Exit signs: Internally illuminated, white sign face with green text.
|
|
|
|
|
|
OUTLETS
|
|
|
Power: Leviton “Decora” style 15 / 20 amp 125-volt specification grade white duplex receptacle mounted vertically, 18" AFF to centerline, with a white plastic coverplate.
|
|
|
|
|
|
All furniture systems will be assumed to be a four (4) circuit / eight (8) wire configuration. All furniture system workstations are assumed to have personal computers only and will be connected at a ratio of eight (8) workstations per four (4) circuit / eight (8) wire homerun.
|
|
|
|
|
|
All wall mounted furniture system communication feeds will be provided with (2) 1 ½” conduit (non-fire rated / non-insulated walls) OR (2) 1 ¼” conduit (fire rated / insulated walls); a 4S/DP box and a double- gang mud ring in the wall. One (1) furniture system communication feeds will be assumed to be capable of providing enough cabling capacity for eight (8) work stations.
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Power and Telecom Feeds to systems furniture by Tenant to be via walls, furred columns or ceiling J- box.
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All wall mounted general communication outlets in non-fire rated / non-insulated walls will be provided a 2-gang mud ring and a pull string in the wall. All wall mounted communication outlets in fire-rated and insulated walls will be provided with ¾” conduit (voice and / or data only) OR a 1” conduit (combination voice / data), stubbed into the accessible ceiling space, 4S/DP box and a single gang mud ring in the wall. Cover plate, jacks and cables by tenant.
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A single tenant telecom room will be provided with a single 4’ x 8’ backboard. An empty 2” conduit will be routed from this backboard to the building’s main telephone backboard. An empty 4” conduit sleeve will be stubbed into the accessible ceiling space.
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TENANT STANDARD
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WAREHOUSE/SHIPPING AND
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FLOORS
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RECEIVING (IF APPLICABLE):
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Sealed concrete.
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WALLS
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5/8” gypsum wallboard standard partition, height and construction subject to Landlord approval. At furred walls, paint to match Benjamin Moore AC-40 Glacier White. Provide rated partition at occupancy separation, as required by code.
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CEILING
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Exposed structure, non-painted.
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Tenant Improvement / Interior Construction Outline Specifications
(Continued)
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TENANT STANDARD
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WAREHOUSE/SHIPPING AND
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WINDOWS
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RECEIVING (IF APPLICABLE):
|
|
None
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TENANT STANDARD
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ACCESS
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7’-6” H x 7’-6” W glazed service doors. Glazing is bronze reflective glass.
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HVAC
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None
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PLUMBING
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Single accommodation restroom, if required.
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Sheet vinyl flooring to be Armstrong Classic Corlon “Seagate” #86526 Oyster, with Smooth White FRP panel wainscot to 48” high. Painted walls and ceiling to be Benjamin Moore AC-40 Glacier White, semi- gloss finish.
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LIGHTING
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T5 High Bay, 2 x 4 fixtures.
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OTHER ELECTRICAL
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Convenience outlets; surface mounted at exposed concrete walls.
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SECURITY
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|
Lockable doors.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Arista Networks, Inc.
for the quarter ended June 30, 2014
;
|
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)) 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)
|
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
|
(c)
|
Disclosed in this report any change in the registrant’s internal control 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 control 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.
|
/s/ JAYSHREE ULLAL
|
Jayshree Ullal
|
Chief Executive Officer, President, and Director
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Arista Networks, Inc. for the quarter ended June 30, 2014;
|
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)) 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)
|
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
|
(c)
|
Disclosed in this report any change in the registrant’s internal control 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 control 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.
|
/s/ KELYN BRANNON
|
Kelyn Brannon
|
Chief Financial Officer
|
(Principal Accounting and Financial Officer)
|
By:
|
/s/ JAYSHREE ULLAL
|
Name:
|
Jayshree Ullal
|
Title:
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
By:
|
/s/ KELYN BRANNON
|
Name:
|
Kelyn Brannon
|
Title:
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|