Delaware
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36-4468504
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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(Title of class)
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(Name of exchange on which registered)
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Common Stock, $0.0001 par value
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1.
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||
Item 1A.
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||
Item 1B.
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||
Item 2.
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Item 3.
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Item 4.
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||
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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growth prospects of the Property & Casualty (“P&C”) insurance industry and our company;
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•
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trends in our future sales, including seasonality;
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•
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opportunities for growth by technology leadership;
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•
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competitive advantages of our platform of software application solutions;
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•
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our market strategy in relation to our competitors;
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•
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competitive attributes of our software application solutions;
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•
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opportunities to further expand our position outside of the United States;
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•
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our research and development investment and efforts;
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•
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our gross margins and factors that affect gross margins;
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•
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our provision for tax liabilities and other critical accounting estimates;
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•
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our exposure to market risks, and;
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•
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our ability to satisfy future liquidity requirements.
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Item 1.
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Business
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•
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Guidewire PolicyCenter
—A flexible underwriting and policy administration application that serves as a comprehensive system-of-record for policies and supports the entire policy administration lifecycle;
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•
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Guidewire ClaimCenter
—An end-to-end claims management application for claim intake, assessment, settlement and processing of related financial transactions; and
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•
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Guidewire BillingCenter
—A comprehensive billing and receivables application that enables flexible billing, payment and commission options.
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•
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InsuranceSuite Add-on Modules
—Additional modules which add additional flexibility and functionality to our core products.
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•
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Data Management and Business Intelligence
—Products to assist insurers to better map and convert data into new core systems and to create a central data hub that can keep downstream processes intact and deliver an enterprise-wide view and insights to fine-tune the business.
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•
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Guidewire Live
—A cloud-based network connecting peer insurers, core system data and external data. Customers access Guidewire Live through applications which enable more informed, context-driven decisions and actions.
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•
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Mobile and Portals -
Products that create real-time, self-service portals for people outside the corporate intranet.
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Internally developed software
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Many large insurance companies have sufficient IT resources to maintain and augment their own proprietary internal systems, or consider developing new custom systems;
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IT services firms
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Firms such as Accenture, CSC, MajescoMastek and Tata Consultancy Services Limited offer software and systems or develop custom, proprietary solutions for the P&C insurance industry;
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P&C insurance software vendors
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Vendors such as Accenture, Majesco Mastek, FINEOS, Innovation Group, ISCS, OneShield, Inc., StoneRiver, Inc., Sapiens International Corporation, Exigen, and TIA Technology A/S provide software solutions that are specifically designed to meet the needs of P&C insurance carriers; and
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Horizontal software vendors
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Vendors such as Pegasystems Inc. and SAP AG offer software that can be customized to address the needs of P&C insurance carriers.
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Name
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Age
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Position(s)
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Marcus S. Ryu
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41
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President, Chief Executive Officer, Co-Founder and Director
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Karen Blasing
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58
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Chief Financial Officer
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Priscilla Hung
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47
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Chief Administrative Officer
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J. Winston King
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42
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General Counsel and Secretary
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Michael Polelle
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50
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Chief Customer Officer
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Scott Roza
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48
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Senior Vice President, Worldwide Sales
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Item 1A.
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Risk Factors
|
•
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the timing of new orders and revenue recognition for new and prior year orders;
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•
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seasonal buying patterns of our customers;
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•
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our ability to increase sales to and renew agreements with our existing customers, particularly larger customers, at comparable prices;
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•
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our ability to renew existing contracts for multiple year terms versus annual automatic renewals;
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•
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our ability to attract new customers, particularly larger customers, in both domestic and international markets;
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•
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structure of our licensing contracts, including fluctuations in perpetual licenses from period to period;
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•
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our ability to enter into contracts on favorable terms, including terms related to price, payment timing and product delivery;
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•
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volatility in the sales of our products and timing of the execution of new and renewal agreements within such periods;
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•
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commissions expense related to large transactions;
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•
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bonus expense based on the bonus attainment rate;
|
•
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the lengthy and variable nature of our product implementation cycles;
|
•
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reductions in our customers’ budgets for information technology purchases and delays in their purchasing cycles;
|
•
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our ability to control costs, including our operating expenses;
|
•
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any significant change in our facilities-related costs;
|
•
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the timing and cost of hiring personnel and of large expenses such as those for trade shows and third-party professional services;
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•
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stock-based compensation expenses and related payroll taxes, which vary along with changes to our stock price;
|
•
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general domestic and international economic conditions, in the insurance industry in particular;
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•
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fluctuations in foreign currency exchange rates;
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•
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future accounting pronouncements or changes in our accounting policies; and
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•
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the impact of a recession or any other adverse global economic conditions on our business, including uncertainties that may cause a delay in entering into or a failure to enter into significant customer agreements.
|
•
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for the initial year of a multi-year term license, we generally recognize revenues when payment is due and payment may not be due until a subsequent fiscal quarter;
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•
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we may enter into license agreements with specified terms for product upgrades or functionality, which may require us to delay revenue recognition for the initial period; and
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•
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we may enter into license agreements with other contractual terms that may affect the timing of revenue recognition.
|
•
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price charged to our customers;
|
•
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the utilization rate of our services personnel;
|
•
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the complexity of our customers’ information technology environments;
|
•
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our ability to accurately forecast the time and resources required for each implementation project;
|
•
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the resources directed by our customers to their implementation projects;
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•
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our ability to hire, train and retain qualified services personnel;
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•
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unexpected difficulty in projects which may require additional efforts on our part without commensurate compensation;
|
•
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our ability to manage fixed fee arrangements;
|
•
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the extent to which system integrators provide services directly to customers; and
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•
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our ability to adequately predict customer demand and scale our professional services staff accordingly.
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•
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increased management, travel, infrastructure and legal compliance costs associated with having multiple international operations;
|
•
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unique terms and conditions in contract negotiations imposed by customers in foreign countries;
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•
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longer payment cycles and difficulties in enforcing contracts and collecting accounts receivable;
|
•
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the need to localize our products and licensing programs for international customers;
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•
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lack of familiarity with and unexpected changes in foreign regulatory requirements;
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•
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increased exposure to fluctuations in currency exchange rates;
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•
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the burdens of complying with a wide variety of foreign laws and legal standards;
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•
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compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), the U.K. Bribery Act and other anti-corruption regulations, particularly in emerging market countries;
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•
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import and export license requirements, tariffs, taxes and other trade barriers;
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•
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increased financial accounting and reporting burdens and complexities;
|
•
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weaker protection of intellectual property rights in some countries;
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•
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multiple and possibly overlapping tax regimes; and
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•
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political, social and economic instability abroad, terrorist attacks and security concerns in general.
|
•
|
hire additional personnel;
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•
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develop new or enhance existing products and services;
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•
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enhance our operating infrastructure;
|
•
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acquire businesses or technologies; or
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•
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otherwise respond to competitive pressures.
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•
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providing for a classified board of directors with staggered three-year terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
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•
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not providing for cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
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•
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authorizing our board of directors to issue, without stockholder approval, preferred stock rights senior to those of common stock, which could be used to significantly dilute the ownership of a hostile acquirer;
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•
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prohibiting stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
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limiting the persons who may call special meetings of stockholders, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and
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•
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requiring advance notification of stockholder nominations and proposals, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
|
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
|
|
Fiscal Year 2014
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Fiscal Year 2013
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||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
51.01
|
|
|
$
|
42.80
|
|
|
$
|
33.15
|
|
|
$
|
24.00
|
|
Second Quarter
|
$
|
50.66
|
|
|
$
|
43.83
|
|
|
$
|
34.54
|
|
|
$
|
25.46
|
|
Third Quarter
|
$
|
57.38
|
|
|
$
|
37.42
|
|
|
$
|
41.20
|
|
|
$
|
30.25
|
|
Fourth Quarter
|
$
|
41.98
|
|
|
$
|
34.85
|
|
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$
|
45.73
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|
|
$
|
37.31
|
|
Item 6.
|
Selected Financial Data
|
|
Fiscal years ended July 31,
|
||||||||||||||||||
|
2014
|
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2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||||||
Total revenues
|
$
|
350,246
|
|
|
$
|
300,649
|
|
|
$
|
232,061
|
|
|
$
|
172,472
|
|
|
$
|
144,691
|
|
Total cost of revenues
(1) (3)
|
148,947
|
|
|
125,651
|
|
|
90,005
|
|
|
68,072
|
|
|
55,325
|
|
|||||
Total gross profit
|
201,299
|
|
|
174,998
|
|
|
142,056
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|
|
104,400
|
|
|
89,366
|
|
|||||
Operating expenses:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
(3)
|
76,178
|
|
|
62,991
|
|
|
49,056
|
|
|
34,418
|
|
|
28,220
|
|
|||||
Sales and marketing
(3)
|
71,295
|
|
|
50,948
|
|
|
36,781
|
|
|
28,820
|
|
|
26,766
|
|
|||||
General and administrative
(3)
|
35,404
|
|
|
31,320
|
|
|
27,285
|
|
|
22,554
|
|
|
15,829
|
|
|||||
Litigation provision
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|||||
Total operating expenses
|
182,877
|
|
|
145,259
|
|
|
113,122
|
|
|
95,792
|
|
|
70,815
|
|
|||||
Income (loss) from operations
|
18,422
|
|
|
29,739
|
|
|
28,934
|
|
|
8,608
|
|
|
18,551
|
|
|||||
Interest income, net
|
1,350
|
|
|
498
|
|
|
308
|
|
|
156
|
|
|
95
|
|
|||||
Other income (expenses), net
|
174
|
|
|
(114
|
)
|
|
(726
|
)
|
|
1,269
|
|
|
(391
|
)
|
|||||
Income before provision for income taxes
(1)
|
19,946
|
|
|
30,123
|
|
|
28,516
|
|
|
10,033
|
|
|
18,255
|
|
|||||
Provision for (benefit from) income taxes
(1)
|
5,225
|
|
|
5,465
|
|
|
9,852
|
|
|
(26,175
|
)
|
|
2,199
|
|
|||||
Net income
(1)
|
$
|
14,721
|
|
|
$
|
24,658
|
|
|
$
|
18,664
|
|
|
$
|
36,208
|
|
|
$
|
16,056
|
|
Earnings per share:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.22
|
|
|
$
|
0.44
|
|
|
$
|
0.36
|
|
|
$
|
0.85
|
|
|
$
|
0.33
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.40
|
|
|
$
|
0.32
|
|
|
$
|
0.78
|
|
|
$
|
0.31
|
|
Shares used in computing earnings per share:
(1) (2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
65,748,896
|
|
|
56,331,018
|
|
|
34,774,983
|
|
|
14,064,055
|
|
|
13,535,736
|
|
|||||
Diluted
|
69,112,733
|
|
|
61,569,195
|
|
|
41,759,338
|
|
|
17,288,637
|
|
|
16,300,661
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” in Notes to Consolidated Financial Statements.
|
(2)
|
See Note 5 to our consolidated financial statements for an explanation of the calculations of our basic and diluted earnings per share attributable to common stockholders.
|
(3)
|
Includes stock-based compensation as follows:
|
|
Fiscal years ended July 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cost of license and other
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of maintenance revenue
|
797
|
|
|
830
|
|
|
288
|
|
|
111
|
|
|
40
|
|
|||||
Cost of services revenue
|
11,929
|
|
|
6,910
|
|
|
2,461
|
|
|
1,001
|
|
|
739
|
|
|||||
Research and development
|
9,008
|
|
|
5,843
|
|
|
2,385
|
|
|
1,018
|
|
|
715
|
|
|||||
Sales and marketing
|
10,744
|
|
|
3,672
|
|
|
1,496
|
|
|
772
|
|
|
781
|
|
|||||
General and administrative
|
9,876
|
|
|
8,250
|
|
|
6,293
|
|
|
2,041
|
|
|
542
|
|
|||||
Total stock-based compensation expenses
(1)
|
$
|
42,538
|
|
|
$
|
25,505
|
|
|
$
|
12,923
|
|
|
$
|
4,943
|
|
|
$
|
2,817
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
As of July 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
148,101
|
|
|
$
|
79,767
|
|
|
$
|
205,718
|
|
|
$
|
59,625
|
|
|
$
|
37,411
|
|
Working capital (deficit)
|
421,044
|
|
|
135,309
|
|
|
169,278
|
|
|
12,540
|
|
|
(5,382
|
)
|
|||||
Short-term and long-term investments
|
499,680
|
|
|
127,972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
757,227
|
|
|
305,673
|
|
|
281,286
|
|
|
125,451
|
|
|
60,055
|
|
|||||
Total stockholders’ equity (deficit)
(1)
|
650,686
|
|
|
221,832
|
|
|
181,000
|
|
|
17,061
|
|
|
(25,145
|
)
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
•
|
Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and
|
•
|
it is useful to exclude non-cash charges, such as depreciation and amortization, stock-based compensation and one-time charges such as our litigation provision from Adjusted EBITDA because the amount of such expense in any specific period may not directly correlate to the underlying performance of our business operations and these expenses can vary significantly between periods.
|
|
Fiscal years ended July 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(unaudited, in thousands)
|
||||||||||||||||||
Net income
(1)
|
$
|
14,721
|
|
|
$
|
24,658
|
|
|
$
|
18,664
|
|
|
$
|
36,208
|
|
|
$
|
16,056
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for (benefit from) income taxes
(1)
|
5,225
|
|
|
5,465
|
|
|
9,852
|
|
|
(26,175
|
)
|
|
2,199
|
|
|||||
Other (income) expense, net
|
(174
|
)
|
|
114
|
|
|
726
|
|
|
(1,269
|
)
|
|
391
|
|
|||||
Interest income, net
|
(1,350
|
)
|
|
(498
|
)
|
|
(308
|
)
|
|
(156
|
)
|
|
(95
|
)
|
|||||
Litigation provision
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|||||
Depreciation and amortization
|
6,751
|
|
|
4,821
|
|
|
2,917
|
|
|
2,226
|
|
|
1,376
|
|
|||||
Stock-based compensation
(1)
|
42,538
|
|
|
25,505
|
|
|
12,923
|
|
|
4,943
|
|
|
2,817
|
|
|||||
Adjusted EBITDA
(1)
|
$
|
67,711
|
|
|
$
|
60,065
|
|
|
$
|
44,774
|
|
|
$
|
25,777
|
|
|
$
|
22,744
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Four quarters ended
|
||||||||||||||||||||||||||||||||||
|
July 31,
2014 |
|
April 30,
2014 |
|
January 31,
2014 |
|
October 31,
2013 |
|
July 31,
2013 |
|
April 30,
2013 |
|
January 31,
2013 |
|
October 31,
2012 |
|
July 31,
2012 |
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||
Term license revenues
|
$
|
139,902
|
|
|
$
|
125,485
|
|
|
$
|
115,144
|
|
|
$
|
110,640
|
|
|
$
|
112,863
|
|
|
$
|
95,303
|
|
|
$
|
92,792
|
|
|
$
|
83,114
|
|
|
$
|
74,869
|
|
Total maintenance revenues
|
41,888
|
|
|
39,836
|
|
|
38,510
|
|
|
37,830
|
|
|
37,561
|
|
|
35,548
|
|
|
34,207
|
|
|
31,802
|
|
|
29,538
|
|
|||||||||
Total four-quarter recurring revenues
|
$
|
181,790
|
|
|
$
|
165,321
|
|
|
$
|
153,654
|
|
|
$
|
148,470
|
|
|
$
|
150,424
|
|
|
$
|
130,851
|
|
|
$
|
126,999
|
|
|
$
|
114,916
|
|
|
$
|
104,407
|
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(unaudited, in thousands)
|
||||||||||
Net income
(1)
|
$
|
14,721
|
|
|
$
|
24,658
|
|
|
$
|
18,664
|
|
Non-GAAP Adjustments:
|
|
|
|
|
|
||||||
Provision for income taxes
(1)
|
5,225
|
|
|
5,465
|
|
|
9,852
|
|
|||
Other (income) expense, net
|
(174
|
)
|
|
114
|
|
|
726
|
|
|||
Interest income, net
|
(1,350
|
)
|
|
(498
|
)
|
|
(308
|
)
|
|||
Depreciation and amortization
|
6,751
|
|
|
4,821
|
|
|
2,917
|
|
|||
Stock-based compensation
(1)
|
42,538
|
|
|
25,505
|
|
|
12,923
|
|
|||
Adjusted EBITDA
(1)
|
$
|
67,711
|
|
|
$
|
60,065
|
|
|
$
|
44,774
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
(i)
|
License fees, related to term (or time-based) licenses, perpetual software licenses, and other;
|
(ii)
|
Maintenance fees, related to email and phone support, bug fixes and unspecified software updates and upgrades released when, and if available during the maintenance term; and
|
(iii)
|
Services fees, related to professional services related to implementation of our software, reimbursable travel and training.
|
•
|
Persuasive evidence of an arrangement exists.
Evidence of an arrangement consists of a written contract signed by both the customer and management prior to the end of the period.
|
•
|
Delivery or performance has occurred
. Our software is delivered electronically to the customer. Delivery is considered to have occurred when we provide the customer access to the software along with login credentials.
|
•
|
Fees are fixed or determinable.
Arrangements where a significant portion of the fee is due beyond 90 days from delivery are not considered to be fixed or determinable. Revenues from such arrangements are recognized as payments become due, assuming all other revenue recognition criteria have been met. Fees from term licenses are generally due in annual or, in certain cases, quarterly installments over the term of the agreement beginning on the effective date of the license. Accordingly, fees from term licenses are not considered to be fixed or determinable until they become due.
|
•
|
Collectability is probable.
Collectability is assessed on a customer-by-customer basis, based primarily on creditworthiness as determined by credit checks and analysis, as well as customer payment history. Payment terms generally range from 30 to 90 days from invoice date. If it is determined prior to revenue recognition that collection of an arrangement fee is not probable, revenues are deferred until collection becomes probable or cash is collected, assuming all other revenue recognition criteria are satisfied.
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
(in thousands)
|
||||||||||
License
|
$
|
151,921
|
|
|
$
|
123,560
|
|
|
$
|
97,136
|
|
Maintenance
|
41,888
|
|
|
37,561
|
|
|
29,538
|
|
|||
Services
|
156,437
|
|
|
139,528
|
|
|
105,387
|
|
|||
Total revenues
|
350,246
|
|
|
300,649
|
|
|
232,061
|
|
|||
Cost of revenues:
(1)
|
|
|
|
|
|
||||||
License
|
4,442
|
|
|
920
|
|
|
762
|
|
|||
Maintenance
|
8,118
|
|
|
7,216
|
|
|
5,193
|
|
|||
Services
|
136,387
|
|
|
117,515
|
|
|
84,050
|
|
|||
Total cost of revenues
|
148,947
|
|
|
125,651
|
|
|
90,005
|
|
|||
Gross profit:
(1)
|
|
|
|
|
|
||||||
License
|
147,479
|
|
|
122,640
|
|
|
96,374
|
|
|||
Maintenance
|
33,770
|
|
|
30,345
|
|
|
24,345
|
|
|||
Services
|
20,050
|
|
|
22,013
|
|
|
21,337
|
|
|||
Total gross profit
|
201,299
|
|
|
174,998
|
|
|
142,056
|
|
|||
Operating expenses:
(1)
|
|
|
|
|
|
||||||
Research and development
|
76,178
|
|
|
62,991
|
|
|
49,056
|
|
|||
Sales and marketing
|
71,295
|
|
|
50,948
|
|
|
36,781
|
|
|||
General and administrative
|
35,404
|
|
|
31,320
|
|
|
27,285
|
|
|||
Total operating expenses
|
182,877
|
|
|
145,259
|
|
|
113,122
|
|
|||
Income from operations
|
18,422
|
|
|
29,739
|
|
|
28,934
|
|
|||
Interest income, net
|
1,350
|
|
|
498
|
|
|
308
|
|
|||
Other income (expenses), net
|
174
|
|
|
(114
|
)
|
|
(726
|
)
|
|||
Income before provision for income taxes
(1)
|
19,946
|
|
|
30,123
|
|
|
28,516
|
|
|||
Provision for income taxes
(1)
|
5,225
|
|
|
5,465
|
|
|
9,852
|
|
|||
Net income
(1)
|
$
|
14,721
|
|
|
$
|
24,658
|
|
|
$
|
18,664
|
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
License
|
43
|
%
|
|
41
|
%
|
|
42
|
%
|
|||
Maintenance
|
12
|
|
|
13
|
|
|
13
|
|
|||
Services
|
45
|
|
|
46
|
|
|
45
|
|
|||
Total revenues
|
100
|
|
|
100
|
|
|
100
|
|
|||
Total cost of revenues
(1)
|
42
|
|
|
42
|
|
|
39
|
|
|||
Total gross profit
(1)
|
58
|
|
|
58
|
|
|
61
|
|
|||
Operating expenses:
(1)
|
|
|
|
|
|
||||||
Research and development
|
22
|
|
|
21
|
|
|
21
|
|
|||
Sales and marketing
|
20
|
|
|
17
|
|
|
16
|
|
|||
General and administrative
|
10
|
|
|
10
|
|
|
12
|
|
|||
Litigation provision
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
52
|
|
|
48
|
|
|
49
|
|
|||
Income from operations
|
6
|
|
|
10
|
|
|
12
|
|
|||
Interest income, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other income (expenses), net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income before provision for income taxes
(1)
|
6
|
|
|
10
|
|
|
12
|
|
|||
Provision for income taxes
(1)
|
2
|
|
|
2
|
|
|
4
|
|
|||
Net Income
(1)
|
4
|
%
|
|
8
|
%
|
|
8
|
%
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|||||||||||||||
|
|
|
% of total
|
|
|
|
% of total
|
|
|
|
|
|||||||||
|
Amount
|
|
revenues
|
|
Amount
|
|
revenues
|
|
($)
|
|
(%)
|
|||||||||
|
(in thousands, except percentages)
|
|||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
License
|
$
|
151,921
|
|
|
43
|
%
|
|
$
|
123,560
|
|
|
41
|
%
|
|
$
|
28,361
|
|
|
23
|
%
|
Maintenance
|
41,888
|
|
|
12
|
|
|
37,561
|
|
|
13
|
|
|
4,327
|
|
|
12
|
|
|||
Services
|
156,437
|
|
|
45
|
|
|
139,528
|
|
|
46
|
|
|
16,909
|
|
|
12
|
|
|||
Total revenues
|
$
|
350,246
|
|
|
100
|
%
|
|
$
|
300,649
|
|
|
100
|
%
|
|
$
|
49,597
|
|
|
17
|
%
|
|
Fiscal years ended July 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|||||||||||||||
|
|
|
% of license
|
|
|
|
% of license
|
|
|
|
|
|||||||||
|
Amount
|
|
revenues
|
|
Amount
|
|
revenues
|
|
($)
|
|
(%)
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||||||||
License revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Term
|
$
|
139,902
|
|
|
92
|
%
|
|
$
|
112,863
|
|
|
91
|
%
|
|
$
|
27,039
|
|
|
24
|
%
|
Perpetual
|
12,019
|
|
|
8
|
|
|
10,697
|
|
|
9
|
|
|
1,322
|
|
|
12
|
|
|||
Total license revenues
|
$
|
151,921
|
|
|
100
|
%
|
|
$
|
123,560
|
|
|
100
|
%
|
|
$
|
28,361
|
|
|
23
|
%
|
|
As of July 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|||||||||
|
Amount
|
|
Amount
|
|
($)
|
|
(%)
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||
Deferred revenues:
|
|
|
|
|
|
|
|
|||||||
Deferred license revenues
|
$
|
19,295
|
|
|
$
|
14,435
|
|
|
$
|
4,860
|
|
|
34
|
%
|
Deferred maintenance revenues
|
28,702
|
|
|
22,017
|
|
|
6,685
|
|
|
30
|
|
|||
Deferred services revenues
|
7,335
|
|
|
4,744
|
|
|
2,591
|
|
|
55
|
|
|||
Total deferred revenues
|
$
|
55,332
|
|
|
$
|
41,196
|
|
|
$
|
14,136
|
|
|
34
|
%
|
|
Fiscal years ended July 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|||||||||
|
Amount
|
|
Amount
|
|
($)
|
|
(%)
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||
Cost of revenues:
(1)
|
|
|
|
|
|
|
|
|||||||
License
|
$
|
4,442
|
|
|
$
|
920
|
|
|
$
|
3,522
|
|
|
383
|
%
|
Maintenance
|
8,118
|
|
|
7,216
|
|
|
902
|
|
|
13
|
|
|||
Services
|
136,387
|
|
|
117,515
|
|
|
18,872
|
|
|
16
|
|
|||
Total cost of revenues
|
$
|
148,947
|
|
|
$
|
125,651
|
|
|
$
|
23,296
|
|
|
19
|
%
|
Includes stock-based compensation of:
(1)
|
|
|
|
|
|
|
|
|||||||
Cost of license revenues
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
184
|
|
|
|
|
Cost of maintenance revenues
|
797
|
|
|
830
|
|
|
(33
|
)
|
|
|
||||
Cost of services revenues
|
11,929
|
|
|
6,910
|
|
|
5,019
|
|
|
|
||||
Total
|
$
|
12,910
|
|
|
$
|
7,740
|
|
|
$
|
5,170
|
|
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|||||||||||||||
|
Amount
|
|
margin %
|
|
Amount
|
|
margin %
|
|
($)
|
|
(%)
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||||||||
Gross profit:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
License
|
$
|
147,479
|
|
|
97
|
%
|
|
$
|
122,640
|
|
|
99
|
%
|
|
$
|
24,839
|
|
|
20
|
%
|
Maintenance
|
33,770
|
|
|
81
|
|
|
30,345
|
|
|
81
|
|
|
3,425
|
|
|
11
|
|
|||
Services
|
20,050
|
|
|
13
|
|
|
22,013
|
|
|
16
|
|
|
(1,963
|
)
|
|
(9
|
)
|
|||
Total gross profit
|
$
|
201,299
|
|
|
57
|
%
|
|
$
|
174,998
|
|
|
58
|
%
|
|
$
|
26,301
|
|
|
15
|
%
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|||||||||||||||
|
|
|
% of total
|
|
|
|
% of total
|
|
|
|
|
|||||||||
|
Amount
|
|
revenues
|
|
Amount
|
|
revenues
|
|
($)
|
|
(%)
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||||||||
Operating expenses:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Research and development
|
$
|
76,178
|
|
|
22
|
%
|
|
$
|
62,991
|
|
|
21
|
%
|
|
$
|
13,187
|
|
|
21
|
%
|
Sales and marketing
|
71,295
|
|
|
20
|
|
|
50,948
|
|
|
17
|
|
|
20,347
|
|
|
40
|
|
|||
General and administrative
|
35,404
|
|
|
10
|
|
|
31,320
|
|
|
10
|
|
|
4,084
|
|
|
13
|
|
|||
Total operating expenses
|
$
|
182,877
|
|
|
52
|
%
|
|
$
|
145,259
|
|
|
48
|
%
|
|
$
|
37,618
|
|
|
26
|
%
|
Includes stock-based compensation of:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Research and development
|
$
|
9,008
|
|
|
|
|
|
$
|
5,843
|
|
|
|
|
|
$
|
3,165
|
|
|
|
|
Sales and marketing
|
10,744
|
|
|
|
|
|
3,672
|
|
|
|
|
|
7,072
|
|
|
|
||||
General and administrative
|
9,876
|
|
|
|
|
|
8,250
|
|
|
|
|
|
1,626
|
|
|
|
||||
Total
|
$
|
29,628
|
|
|
|
|
|
$
|
17,765
|
|
|
|
|
|
$
|
11,863
|
|
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
|
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change
|
||||||||
|
Amount
|
|
Amount
|
|
($)
|
|
(%)
|
||||||
|
(In thousands, except percentages)
|
||||||||||||
Interest income, net
|
$
|
1,350
|
|
|
$
|
498
|
|
|
$
|
852
|
|
|
*
|
Other expense, net
|
174
|
|
|
(114
|
)
|
|
288
|
|
|
*
|
|||
Total
|
$
|
1,524
|
|
|
$
|
384
|
|
|
$
|
1,140
|
|
|
*
|
*
|
Not meaningful
|
|
Fiscal years ended July 31,
|
|
|
|
|
|||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|||||||||||||||
|
|
|
% of total
revenues
|
|
|
|
% of total
revenues
|
|
|
|
|
|||||||||
|
Amount
|
|
Amount
|
|
($)
|
|
(%)
|
|||||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
License
|
$
|
123,560
|
|
|
41
|
%
|
|
$
|
97,136
|
|
|
42
|
%
|
|
$
|
26,424
|
|
|
27
|
%
|
Maintenance
|
37,561
|
|
|
13
|
|
|
29,538
|
|
|
13
|
|
|
8,023
|
|
|
27
|
|
|||
Services
|
139,528
|
|
|
46
|
|
|
105,387
|
|
|
45
|
|
|
34,141
|
|
|
32
|
|
|||
Total revenues
|
$
|
300,649
|
|
|
100
|
%
|
|
$
|
232,061
|
|
|
100
|
%
|
|
$
|
68,588
|
|
|
30
|
%
|
|
Fiscal years ended July 31,
|
|
|
|
|
|||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|||||||||||||||
|
|
|
% of license
revenues
|
|
|
|
% of license
revenues
|
|
|
|
|
|||||||||
|
Amount
|
|
Amount
|
|
($)
|
|
(%)
|
|||||||||||||
|
(In thousands, except percentages)
|
|||||||||||||||||||
License revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Term
|
$
|
112,863
|
|
|
91
|
%
|
|
$
|
74,869
|
|
|
77
|
%
|
|
$
|
37,994
|
|
|
51
|
%
|
Perpetual
|
10,697
|
|
|
9
|
|
|
22,267
|
|
|
23
|
|
|
(11,570
|
)
|
|
(52
|
)
|
|||
Total license revenues
|
$
|
123,560
|
|
|
100
|
%
|
|
$
|
97,136
|
|
|
100
|
%
|
|
$
|
26,424
|
|
|
27
|
%
|
|
As of July 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|||||||||
|
Amount
|
|
Amount
|
|
($)
|
|
(%)
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||
Deferred revenues:
|
|
|
|
|
|
|
|
|||||||
Deferred license revenues
|
$
|
14,435
|
|
|
$
|
25,766
|
|
|
$
|
(11,331
|
)
|
|
(44
|
)%
|
Deferred maintenance revenues
|
22,017
|
|
|
21,536
|
|
|
481
|
|
|
2
|
|
|||
Deferred services revenues
|
4,744
|
|
|
8,214
|
|
|
(3,470
|
)
|
|
(42
|
)
|
|||
Total deferred revenues
|
$
|
41,196
|
|
|
$
|
55,516
|
|
|
$
|
(14,320
|
)
|
|
(26
|
)%
|
|
Fiscal years ended July 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|||||||||
|
Amount
|
|
Amount
|
|
($)
|
|
(%)
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||
Cost of revenues:
(1)
|
|
|
|
|
|
|
|
|||||||
License
|
$
|
920
|
|
|
$
|
762
|
|
|
$
|
158
|
|
|
21
|
%
|
Maintenance
|
7,216
|
|
|
5,193
|
|
|
2,023
|
|
|
39
|
|
|||
Services
|
117,515
|
|
|
84,050
|
|
|
33,465
|
|
|
40
|
|
|||
Total cost of revenues
|
$
|
125,651
|
|
|
$
|
90,005
|
|
|
$
|
35,646
|
|
|
40
|
%
|
Includes stock-based compensation of:
(1)
|
|
|
|
|
|
|
|
|||||||
Cost of license revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Cost of maintenance revenues
|
830
|
|
|
288
|
|
|
542
|
|
|
|
||||
Cost of services revenues
|
6,910
|
|
|
2,461
|
|
|
4,449
|
|
|
|
||||
Total
|
$
|
7,740
|
|
|
$
|
2,749
|
|
|
$
|
4,991
|
|
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
|
|
|
|
|||||||||||||||
|
2013
|
|
2012
|
|
Change
|
|||||||||||||||
|
Amount
|
|
margin %
|
|
Amount
|
|
margin %
|
|
($)
|
|
(%)
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||||||||
Gross profit:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
License
|
$
|
122,640
|
|
|
99
|
%
|
|
$
|
96,374
|
|
|
99
|
%
|
|
$
|
26,266
|
|
|
27
|
%
|
Maintenance
|
30,345
|
|
|
81
|
|
|
24,345
|
|
|
82
|
|
|
6,000
|
|
|
25
|
|
|||
Services
|
22,013
|
|
|
16
|
|
|
21,337
|
|
|
20
|
|
|
676
|
|
|
3
|
|
|||
Total gross profit
|
$
|
174,998
|
|
|
58
|
%
|
|
$
|
142,056
|
|
|
61
|
%
|
|
$
|
32,942
|
|
|
23
|
%
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
|
|
|
|
||||||||||||||||
|
2013
|
|
2012
|
|
Change
|
||||||||||||||||
|
|
|
% of total
|
|
|
|
% of total
|
|
|
|
|
||||||||||
|
Amount
|
|
revenues
|
|
Amount
|
|
revenues
|
|
($)
|
|
(%)
|
||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||
Operating expenses:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
$
|
62,991
|
|
|
21
|
|
%
|
|
$
|
49,056
|
|
|
21
|
%
|
|
$
|
13,935
|
|
|
28
|
%
|
Sales and marketing
|
50,948
|
|
|
17
|
|
|
|
36,781
|
|
|
16
|
|
|
14,167
|
|
|
39
|
|
|||
General and administrative
|
31,320
|
|
|
10
|
|
|
|
27,285
|
|
|
12
|
|
|
4,035
|
|
|
15
|
|
|||
Total operating expenses
|
$
|
145,259
|
|
|
48
|
|
%
|
|
$
|
113,122
|
|
|
49
|
%
|
|
$
|
32,137
|
|
|
28
|
%
|
Includes stock-based compensation of:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
$
|
5,843
|
|
|
|
|
|
$
|
2,385
|
|
|
|
|
|
$
|
3,458
|
|
|
|
||
Sales and marketing
|
3,672
|
|
|
|
|
|
1,496
|
|
|
|
|
|
2,176
|
|
|
|
|||||
General and administrative
|
8,250
|
|
|
|
|
|
6,293
|
|
|
|
|
|
1,957
|
|
|
|
|||||
Total
|
$
|
17,765
|
|
|
|
|
|
$
|
10,174
|
|
|
|
|
|
$
|
7,591
|
|
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
|
|
|
|
||||||||
|
2013
|
|
2012
|
|
Change
|
||||||||
|
Amount
|
|
Amount
|
|
($)
|
|
(%)
|
||||||
|
(In thousands, except percentages)
|
||||||||||||
Interest income, net
|
$
|
498
|
|
|
$
|
308
|
|
|
$
|
190
|
|
|
*
|
Other expense, net
|
(114
|
)
|
|
(726
|
)
|
|
612
|
|
|
*
|
|||
Total
|
$
|
384
|
|
|
$
|
(418
|
)
|
|
$
|
802
|
|
|
*
|
|
Fiscal quarters ended
|
||||||||||||||||||||||||||||||
|
July 31, 2014
|
|
April 30, 2014
|
|
January 31, 2014
|
|
October 31, 2013
|
|
July 31, 2013
|
|
April 30, 2013
|
|
January 31, 2013
|
|
October 31, 2012
|
||||||||||||||||
|
(unaudited)
(in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Revenues:
|
|
||||||||||||||||||||||||||||||
License
|
$
|
65,909
|
|
|
$
|
31,927
|
|
|
$
|
35,215
|
|
|
$
|
18,870
|
|
|
$
|
49,078
|
|
|
$
|
22,918
|
|
|
$
|
30,752
|
|
|
$
|
20,812
|
|
Maintenance
|
11,919
|
|
|
10,440
|
|
|
9,890
|
|
|
9,639
|
|
|
9,871
|
|
|
9,110
|
|
|
9,210
|
|
|
9,370
|
|
||||||||
Services
|
40,379
|
|
|
39,668
|
|
|
38,370
|
|
|
38,020
|
|
|
37,961
|
|
|
36,222
|
|
|
32,226
|
|
|
33,119
|
|
||||||||
Total revenues
|
118,207
|
|
|
82,035
|
|
|
83,475
|
|
|
66,529
|
|
|
96,910
|
|
|
68,250
|
|
|
72,188
|
|
|
63,301
|
|
||||||||
Cost of revenues:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
License
|
1,154
|
|
|
849
|
|
|
1,593
|
|
|
846
|
|
|
484
|
|
|
139
|
|
|
130
|
|
|
167
|
|
||||||||
Maintenance
|
2,301
|
|
|
2,133
|
|
|
1,902
|
|
|
1,782
|
|
|
2,096
|
|
|
1,980
|
|
|
1,670
|
|
|
1,470
|
|
||||||||
Services
|
35,193
|
|
|
33,293
|
|
|
32,672
|
|
|
35,229
|
|
|
32,873
|
|
|
32,437
|
|
|
27,731
|
|
|
24,474
|
|
||||||||
Total cost of revenues (2)
|
38,648
|
|
|
36,275
|
|
|
36,167
|
|
|
37,857
|
|
|
35,453
|
|
|
34,556
|
|
|
29,531
|
|
|
26,111
|
|
||||||||
Gross profit:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
License
|
64,755
|
|
|
31,078
|
|
|
33,622
|
|
|
18,024
|
|
|
48,594
|
|
|
22,779
|
|
|
30,622
|
|
|
20,645
|
|
||||||||
Maintenance
|
9,618
|
|
|
8,307
|
|
|
7,988
|
|
|
7,857
|
|
|
7,775
|
|
|
7,130
|
|
|
7,540
|
|
|
7,900
|
|
||||||||
Services
|
5,186
|
|
|
6,375
|
|
|
5,698
|
|
|
2,791
|
|
|
5,088
|
|
|
3,785
|
|
|
4,495
|
|
|
8,645
|
|
||||||||
Total gross profit
|
79,559
|
|
|
45,760
|
|
|
47,308
|
|
|
28,672
|
|
|
61,457
|
|
|
33,694
|
|
|
42,657
|
|
|
37,190
|
|
||||||||
Operating expenses:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development (2)
|
21,365
|
|
|
19,761
|
|
|
17,525
|
|
|
17,527
|
|
|
18,311
|
|
|
16,163
|
|
|
14,762
|
|
|
13,755
|
|
||||||||
Sales and marketing (2)
|
21,609
|
|
|
16,735
|
|
|
17,278
|
|
|
15,673
|
|
|
15,783
|
|
|
12,155
|
|
|
11,473
|
|
|
11,537
|
|
||||||||
General and administrative (2)
|
10,164
|
|
|
9,117
|
|
|
8,024
|
|
|
8,099
|
|
|
8,231
|
|
|
7,575
|
|
|
7,296
|
|
|
8,218
|
|
||||||||
Total operating expenses
|
53,138
|
|
|
45,613
|
|
|
42,827
|
|
|
41,299
|
|
|
42,325
|
|
|
35,893
|
|
|
33,531
|
|
|
33,510
|
|
||||||||
Income (loss) from operations
|
26,421
|
|
|
147
|
|
|
4,481
|
|
|
(12,627
|
)
|
|
19,132
|
|
|
(2,199
|
)
|
|
9,126
|
|
|
3,680
|
|
||||||||
Interest income, net
|
431
|
|
|
415
|
|
|
346
|
|
|
158
|
|
|
139
|
|
|
137
|
|
|
132
|
|
|
90
|
|
||||||||
Other income (expenses), net
|
2
|
|
|
115
|
|
|
(58
|
)
|
|
115
|
|
|
(31
|
)
|
|
(246
|
)
|
|
27
|
|
|
136
|
|
||||||||
Income (loss) before provision for (benefit from) income taxes
(1)
|
26,854
|
|
|
677
|
|
|
4,769
|
|
|
(12,354
|
)
|
|
19,240
|
|
|
(2,308
|
)
|
|
9,285
|
|
|
3,906
|
|
||||||||
Provision for (benefit from) income taxes
(1)
|
7,097
|
|
|
2,590
|
|
|
1,437
|
|
|
(5,899
|
)
|
|
5,406
|
|
|
(2,596
|
)
|
|
6,073
|
|
|
(3,418
|
)
|
||||||||
Net income (loss)
(1)
|
$
|
19,757
|
|
|
$
|
(1,913
|
)
|
|
$
|
3,332
|
|
|
$
|
(6,455
|
)
|
|
$
|
13,834
|
|
|
$
|
288
|
|
|
$
|
3,212
|
|
|
$
|
7,324
|
|
Basic net income (loss) per share (1)
|
$
|
0.29
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.24
|
|
|
$
|
0.01
|
|
|
$
|
0.06
|
|
|
$
|
0.13
|
|
Diluted net income (loss) per share
(1)
|
$
|
0.28
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
(2)
|
Includes stock-based compensation as follows:
|
|
Fiscal quarters ended
|
||||||||||||||||||||||||||||||
|
July 31, 2014
|
|
April 30, 2014
|
|
January 31, 2014
|
|
October 31, 2013
|
|
July 31, 2013
|
|
April 30, 2013
|
|
January 31, 2013
|
|
October 31, 2012
|
||||||||||||||||
|
(unaudited)
(in thousands) |
||||||||||||||||||||||||||||||
Stock based compensation expenses:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of license revenues
|
$
|
43
|
|
|
$
|
45
|
|
|
$
|
51
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of maintenance revenues
|
225
|
|
|
211
|
|
|
201
|
|
|
160
|
|
|
218
|
|
|
216
|
|
|
225
|
|
|
171
|
|
||||||||
Cost of services revenues
|
3,067
|
|
|
3,028
|
|
|
3,120
|
|
|
2,714
|
|
|
2,049
|
|
|
1,829
|
|
|
1,735
|
|
|
1,297
|
|
||||||||
Research and development
|
2,351
|
|
|
2,260
|
|
|
2,402
|
|
|
1,995
|
|
|
2,066
|
|
|
1,374
|
|
|
1,345
|
|
|
1,058
|
|
||||||||
Marketing and sales
|
2,604
|
|
|
2,291
|
|
|
3,790
|
|
|
2,059
|
|
|
880
|
|
|
913
|
|
|
1,047
|
|
|
832
|
|
||||||||
General and administrative
|
2,556
|
|
|
2,532
|
|
|
2,575
|
|
|
2,213
|
|
|
1,811
|
|
|
1,778
|
|
|
1,976
|
|
|
2,685
|
|
||||||||
Total stock-based compensation expenses
|
$
|
10,846
|
|
|
$
|
10,367
|
|
|
$
|
12,139
|
|
|
$
|
9,186
|
|
|
$
|
7,024
|
|
|
$
|
6,110
|
|
|
$
|
6,328
|
|
|
$
|
6,043
|
|
|
Fiscal quarters ended
|
||||||||||||||||||||||||||
|
April 30,
2014 |
|
January 31,
2014 |
|
October 31,
2013 |
|
July 31,
2013 |
|
April 30,
2013 |
|
January 31,
2013 |
|
October 31,
2012 |
||||||||||||||
|
(unaudited)
(in thousands, except share amounts)
|
||||||||||||||||||||||||||
Cost of license revenue
|
$
|
4
|
|
|
$
|
(53
|
)
|
|
$
|
(57
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of maintenance revenue
|
(105
|
)
|
|
(149
|
)
|
|
(121
|
)
|
|
(87
|
)
|
|
(99
|
)
|
|
(117
|
)
|
|
(94
|
)
|
|||||||
Cost of services revenue
|
(966
|
)
|
|
(2,352
|
)
|
|
(1,885
|
)
|
|
(1,266
|
)
|
|
(1,337
|
)
|
|
(1,740
|
)
|
|
(1,352
|
)
|
|||||||
Research and development
|
(873
|
)
|
|
(1,535
|
)
|
|
(1,223
|
)
|
|
(532
|
)
|
|
(691
|
)
|
|
(1,123
|
)
|
|
(1,009
|
)
|
|||||||
Sales and marketing
|
(1,233
|
)
|
|
(1,491
|
)
|
|
(1,461
|
)
|
|
(838
|
)
|
|
240
|
|
|
(916
|
)
|
|
(839
|
)
|
|||||||
General and administrative
|
(372
|
)
|
|
(1,189
|
)
|
|
(766
|
)
|
|
(221
|
)
|
|
(276
|
)
|
|
(149
|
)
|
|
(448
|
)
|
|||||||
Income before provision for income taxes
|
3,470
|
|
|
6,733
|
|
|
5,424
|
|
|
2,940
|
|
|
2,185
|
|
|
4,049
|
|
|
3,737
|
|
|||||||
Provision for (benefit from) income taxes
|
4,025
|
|
|
2,509
|
|
|
1,264
|
|
|
1,211
|
|
|
(773
|
)
|
|
6,338
|
|
|
(3,140
|
)
|
|||||||
Net income (loss)
|
(555
|
)
|
|
4,224
|
|
|
4,160
|
|
|
1,729
|
|
|
2,958
|
|
|
(2,289
|
)
|
|
6,877
|
|
|||||||
Basic net income (loss) per share
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
|
$
|
0.07
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.12
|
|
Diluted net income (loss) per share
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
|
$
|
0.07
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.11
|
|
|
Fiscal quarters ended
|
||||||||||||||||||||||
|
July 31, 2014
|
|
April 30, 2014
|
|
January 31, 2014
|
|
October 31, 2013
|
|
July 31, 2013
|
|
April 30, 2013
|
|
January 31, 2013
|
|
October 31, 2012
|
||||||||
|
(unaudited)
|
||||||||||||||||||||||
|
(percentage of total revenues)
|
||||||||||||||||||||||
Revenues:
|
|
||||||||||||||||||||||
License
|
56
|
%
|
|
39
|
%
|
|
42
|
%
|
|
28
|
%
|
|
51
|
%
|
|
34
|
%
|
|
42
|
%
|
|
33
|
%
|
Maintenance
|
10
|
|
|
13
|
|
|
12
|
|
|
15
|
|
|
10
|
|
|
13
|
|
|
13
|
|
|
15
|
|
Services
|
34
|
|
|
48
|
|
|
46
|
|
|
57
|
|
|
39
|
|
|
53
|
|
|
45
|
|
|
52
|
|
Total revenues
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
Total cost of revenues
(1)
|
33
|
|
|
44
|
|
|
43
|
|
|
57
|
|
|
37
|
|
|
51
|
|
|
41
|
|
|
41
|
|
Total gross profit
(1) (2)
|
67
|
|
|
56
|
|
|
57
|
|
|
43
|
|
|
63
|
|
|
49
|
|
|
59
|
|
|
59
|
|
Operating expenses:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
18
|
|
|
24
|
|
|
21
|
|
|
26
|
|
|
19
|
|
|
24
|
|
|
20
|
|
|
22
|
|
Sales and marketing
|
18
|
|
|
21
|
|
|
21
|
|
|
24
|
|
|
16
|
|
|
18
|
|
|
16
|
|
|
18
|
|
General and administrative
|
9
|
|
|
11
|
|
|
9
|
|
|
12
|
|
|
8
|
|
|
11
|
|
|
10
|
|
|
13
|
|
Total operating expenses
|
45
|
|
|
56
|
|
|
51
|
|
|
62
|
|
|
43
|
|
|
53
|
|
|
46
|
|
|
53
|
|
Income (loss) from operations
|
22
|
|
|
—
|
|
|
6
|
|
|
(19
|
)
|
|
20
|
|
|
(4
|
)
|
|
13
|
|
|
6
|
|
Interest income, net
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other income (expenses), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income (loss) before provision for (benefit from) income taxes
(1)
|
22
|
|
|
1
|
|
|
6
|
|
|
(19
|
)
|
|
20
|
|
|
(4
|
)
|
|
13
|
|
|
6
|
|
Provision for (benefit from) income taxes
(1)
|
6
|
|
|
3
|
|
|
2
|
|
|
(9
|
)
|
|
6
|
|
|
(4
|
)
|
|
8
|
|
|
(5
|
)
|
Net income (loss)
(1)
|
16
|
%
|
|
(2
|
)%
|
|
4
|
%
|
|
(10
|
)%
|
|
14
|
%
|
|
—
|
%
|
|
5
|
%
|
|
11
|
%
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
(2)
|
The table below shows gross profit as a percentage of each component of revenues, referred to as gross margin:
|
|
Fiscal quarters ended
|
||||||||||||||||||||||
|
July 31, 2014
|
|
April 30, 2014
|
|
January 31, 2014
|
|
October 31, 2013
|
|
July 31, 2013
|
|
April 30, 2013
|
|
January 31, 2013
|
|
October 31, 2012
|
||||||||
|
(unaudited)
(gross margin by component of revenues) |
||||||||||||||||||||||
Gross margin
(1)
|
|
||||||||||||||||||||||
License
|
98
|
%
|
|
97
|
%
|
|
95
|
%
|
|
96
|
%
|
|
99
|
%
|
|
99
|
%
|
|
100
|
%
|
|
99
|
%
|
Maintenance
|
81
|
|
|
80
|
|
|
81
|
|
|
82
|
|
|
79
|
|
|
78
|
|
|
82
|
|
|
84
|
|
Services
|
13
|
|
|
16
|
|
|
15
|
|
|
7
|
|
|
13
|
|
|
10
|
|
|
14
|
|
|
26
|
|
Total gross margin
|
67
|
%
|
|
56
|
%
|
|
57
|
%
|
|
43
|
%
|
|
63
|
%
|
|
49
|
%
|
|
59
|
%
|
|
59
|
%
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
•
|
for the initial year of a multi-year term license, we generally recognize revenues when payment is due and payment may not be due until a subsequent fiscal quarter;
|
•
|
we may enter into license agreements with specified terms for product upgrades or functionality, which may require us to delay revenue recognition for the initial period; and
|
•
|
we may enter into license agreements with other contractual terms that may affect the timing of revenue recognition.
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
75,491
|
|
|
$
|
32,547
|
|
|
$
|
17,094
|
|
Net cash used in investing activities
|
(380,420
|
)
|
|
(148,913
|
)
|
|
(3,296
|
)
|
|||
Net cash provided by (used in) financing activities
|
372,564
|
|
|
(8,621
|
)
|
|
133,007
|
|
|
Payments due by period
|
||||||||||||||||||
|
Less than
1 year |
|
1 to 3
years |
|
3 to 5
years |
|
More than
5 years |
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating lease obligations (1)
|
$
|
5,786
|
|
|
$
|
11,545
|
|
|
$
|
10,765
|
|
|
$
|
—
|
|
|
$
|
28,096
|
|
Royalty obligations (2)
|
398
|
|
|
577
|
|
|
110
|
|
|
—
|
|
|
1,085
|
|
|||||
Purchase commitments (3)
|
6,141
|
|
|
1,865
|
|
|
—
|
|
|
—
|
|
|
8,006
|
|
|||||
Total
|
$
|
12,325
|
|
|
$
|
13,987
|
|
|
$
|
10,875
|
|
|
$
|
—
|
|
|
$
|
37,187
|
|
(1)
|
Operating lease agreements primarily represent our obligations to make payments under our non-cancellable lease agreements for our corporate headquarters and offices through 2019.
|
(2)
|
Royalty obligations primarily represent our obligations under our non-cancellable agreements related to certain revenue-generating agreements.
|
(3)
|
Purchase commitments consist of agreements to purchase services, entered into in the ordinary course of business. These represent non-cancellable commitments for which a penalty would be imposed if the agreement was canceled for any reason other than an event of default as described by the agreement.
|
Item 8.
|
Financial Statements and Supplemental Data
|
|
|
|
July 31,
2014 |
|
July 31,
2013 |
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
148,101
|
|
|
$
|
79,767
|
|
Short-term investments
|
296,231
|
|
|
76,932
|
|
||
Accounts receivable
|
49,839
|
|
|
40,885
|
|
||
Deferred tax assets, current
|
11,431
|
|
|
2,897
|
|
||
Prepaid expenses and other current assets
|
10,828
|
|
|
9,612
|
|
||
Total current assets
|
516,430
|
|
|
210,093
|
|
||
Long-term investments
|
203,449
|
|
|
51,040
|
|
||
Property and equipment, net
|
12,607
|
|
|
12,914
|
|
||
Intangible assets, net
|
5,439
|
|
|
6,879
|
|
||
Deferred tax assets, noncurrent
(1)
|
8,681
|
|
|
14,494
|
|
||
Goodwill
|
9,205
|
|
|
9,048
|
|
||
Other assets
|
1,416
|
|
|
1,205
|
|
||
TOTAL ASSETS
|
$
|
757,227
|
|
|
$
|
305,673
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable
|
$
|
7,030
|
|
|
$
|
6,517
|
|
Accrued employee compensation
|
34,912
|
|
|
26,302
|
|
||
Deferred revenues, current
|
48,937
|
|
|
37,351
|
|
||
Other current liabilities
|
4,507
|
|
|
4,614
|
|
||
Total current liabilities
|
95,386
|
|
|
74,784
|
|
||
Deferred revenues, noncurrent
|
6,395
|
|
|
3,845
|
|
||
Other liabilities
|
4,760
|
|
|
5,212
|
|
||
Total liabilities
|
106,541
|
|
|
83,841
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
||||
Common stock, par value $0.0001 per share—500,000,000 shares authorized as of July 31, 2014 and 2013, respectively; 69,082,261 and 57,909,277 shares issued and outstanding as of July 31, 2014 and 2013, respectively
|
7
|
|
|
6
|
|
||
Additional paid-in capital
(1)
|
629,076
|
|
|
215,151
|
|
||
Accumulated other comprehensive loss
|
(1,367
|
)
|
|
(1,574
|
)
|
||
Retained earnings
(1)
|
22,970
|
|
|
8,249
|
|
||
Total stockholders’ equity
|
650,686
|
|
|
221,832
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
757,227
|
|
|
$
|
305,673
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
License
|
$
|
151,921
|
|
|
$
|
123,560
|
|
|
$
|
97,136
|
|
Maintenance
|
41,888
|
|
|
37,561
|
|
|
29,538
|
|
|||
Services
|
156,437
|
|
|
139,528
|
|
|
105,387
|
|
|||
Total revenues
|
350,246
|
|
|
300,649
|
|
|
232,061
|
|
|||
Cost of revenues:
(1)
|
|
|
|
|
|
||||||
License
|
4,442
|
|
|
920
|
|
|
762
|
|
|||
Maintenance
|
8,118
|
|
|
7,216
|
|
|
5,193
|
|
|||
Services
|
136,387
|
|
|
117,515
|
|
|
84,050
|
|
|||
Total cost of revenues
|
148,947
|
|
|
125,651
|
|
|
90,005
|
|
|||
Gross profit:
(1)
|
|
|
|
|
|
||||||
License
|
147,479
|
|
|
122,640
|
|
|
96,374
|
|
|||
Maintenance
|
33,770
|
|
|
30,345
|
|
|
24,345
|
|
|||
Services
|
20,050
|
|
|
22,013
|
|
|
21,337
|
|
|||
Total gross profit
|
201,299
|
|
|
174,998
|
|
|
142,056
|
|
|||
Operating expenses:
(1)
|
|
|
|
|
|
||||||
Research and development
|
76,178
|
|
|
62,991
|
|
|
49,056
|
|
|||
Sales and marketing
|
71,295
|
|
|
50,948
|
|
|
36,781
|
|
|||
General and administrative
|
35,404
|
|
|
31,320
|
|
|
27,285
|
|
|||
Total operating expenses
|
182,877
|
|
|
145,259
|
|
|
113,122
|
|
|||
Income from operations
|
18,422
|
|
|
29,739
|
|
|
28,934
|
|
|||
Interest income, net
|
1,350
|
|
|
498
|
|
|
308
|
|
|||
Other income (expenses), net
|
174
|
|
|
(114
|
)
|
|
(726
|
)
|
|||
Income before provision for income taxes
(1)
|
19,946
|
|
|
30,123
|
|
|
28,516
|
|
|||
Provision for income taxes
(1)
|
5,225
|
|
|
5,465
|
|
|
9,852
|
|
|||
Net income
(1)
|
$
|
14,721
|
|
|
$
|
24,658
|
|
|
$
|
18,664
|
|
Earnings per share:
(1)
|
|
|
|
|
|
||||||
Basic
|
$
|
0.22
|
|
|
$
|
0.44
|
|
|
$
|
0.36
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.40
|
|
|
$
|
0.32
|
|
Shares used in computing earnings per share:
(1)
|
|
|
|
|
|
||||||
Basic
|
65,748,896
|
|
|
56,331,018
|
|
|
34,774,983
|
|
|||
Diluted
|
69,112,733
|
|
|
61,569,195
|
|
|
41,759,338
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
(1)
|
$
|
14,721
|
|
|
$
|
24,658
|
|
|
$
|
18,664
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
288
|
|
|
(1,102
|
)
|
|
(287
|
)
|
|||
Unrealized (loss) gain on available-for-sale securities, net of tax expense (benefit) of $(7), $0 and $0
|
(42
|
)
|
|
24
|
|
|
—
|
|
|||
Reclassification adjustment for gains included in net income
|
(39
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
207
|
|
|
(1,078
|
)
|
|
(287
|
)
|
|||
Comprehensive income
|
$
|
14,928
|
|
|
$
|
23,580
|
|
|
$
|
18,377
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Convertible
preferred stock |
|
Common stock
|
|
Additional
paid-in capital |
|
Accumulated
other comprehensive income (loss) |
|
Retained Earnings (Accumulated
deficit) |
|
Total
stockholders’ equity |
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance as of July 31, 2011
(1)
|
25,357,721
|
|
|
$
|
36,500
|
|
|
14,422,557
|
|
|
$
|
1
|
|
|
$
|
15,842
|
|
|
$
|
(209
|
)
|
|
$
|
(35,073
|
)
|
|
$
|
17,061
|
|
Proceeds from issuance of common stock in connection with public offerings, net of underwriting discounts and commission
|
—
|
|
|
—
|
|
|
10,927,500
|
|
|
1
|
|
|
143,385
|
|
|
—
|
|
|
—
|
|
|
143,386
|
|
||||||
Costs incurred in connection with public offerings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,502
|
)
|
|
—
|
|
|
—
|
|
|
(3,502
|
)
|
||||||
Conversion of preferred stock to common stock
|
(25,357,721
|
)
|
|
(36,500
|
)
|
|
25,357,721
|
|
|
3
|
|
|
36,497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
2,211,967
|
|
|
—
|
|
|
5,067
|
|
|
—
|
|
|
—
|
|
|
5,067
|
|
||||||
Issuance of common stock upon RSU release, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
1,018,228
|
|
|
—
|
|
|
(12,798
|
)
|
|
—
|
|
|
—
|
|
|
(12,798
|
)
|
||||||
Repurchase of unvested common stock
|
—
|
|
|
—
|
|
|
(3,005
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Conversion of warrants to common stock
|
—
|
|
|
—
|
|
|
21,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,923
|
|
|
—
|
|
|
—
|
|
|
12,923
|
|
||||||
Tax benefit from the exercise of stock options and vesting of RSUs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|
486
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,664
|
|
|
18,664
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(287
|
)
|
|
—
|
|
|
(287
|
)
|
||||||
Balance as of July 31, 2012
|
—
|
|
|
—
|
|
|
53,956,608
|
|
|
5
|
|
|
197,900
|
|
|
(496
|
)
|
|
(16,409
|
)
|
|
181,000
|
|
||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
2,904,248
|
|
|
1
|
|
|
9,123
|
|
|
—
|
|
|
—
|
|
|
9,124
|
|
||||||
Issuance of common stock upon RSU release, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
1,048,421
|
|
|
—
|
|
|
(19,963
|
)
|
|
—
|
|
|
—
|
|
|
(19,963
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,505
|
|
|
—
|
|
|
—
|
|
|
25,505
|
|
||||||
Tax benefit from the exercise of stock options and vesting of RSUs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,586
|
|
|
—
|
|
|
—
|
|
|
2,586
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,658
|
|
|
24,658
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,102
|
)
|
|
—
|
|
|
(1,102
|
)
|
||||||
Unrealized gains on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||||
Balance as of July 31, 2013
|
—
|
|
|
—
|
|
|
57,909,277
|
|
|
6
|
|
|
215,151
|
|
|
(1,574
|
)
|
|
8,249
|
|
|
221,832
|
|
||||||
Proceeds from issuance of common stock in connection with public offering, net of underwriting discounts and commission
|
—
|
|
|
—
|
|
|
8,306,291
|
|
|
1
|
|
|
389,948
|
|
|
—
|
|
|
—
|
|
|
389,949
|
|
||||||
Costs incurred in connection with public offering
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(408
|
)
|
|
—
|
|
|
—
|
|
|
(408
|
)
|
||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
1,579,469
|
|
|
—
|
|
|
8,755
|
|
|
—
|
|
|
—
|
|
|
8,755
|
|
||||||
Issuance of common stock upon RSU release, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
1,287,224
|
|
|
—
|
|
|
(32,799
|
)
|
|
—
|
|
|
—
|
|
|
(32,799
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,538
|
|
|
—
|
|
|
—
|
|
|
42,538
|
|
||||||
Tax benefit from the exercise of stock options and vesting of RSUs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,891
|
|
|
—
|
|
|
—
|
|
|
5,891
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,721
|
|
|
14,721
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
288
|
|
||||||
Unrealized gains on available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Reclassification adjustment for gains included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
||||||
Balance as of July 31, 2014
|
—
|
|
|
$
|
—
|
|
|
69,082,261
|
|
|
$
|
7
|
|
|
$
|
629,076
|
|
|
$
|
(1,367
|
)
|
|
$
|
22,970
|
|
|
$
|
650,686
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
(1)
|
$
|
14,721
|
|
|
$
|
24,658
|
|
|
$
|
18,664
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
6,751
|
|
|
4,821
|
|
|
2,917
|
|
|||
Stock-based compensation
(1)
|
42,538
|
|
|
25,505
|
|
|
12,923
|
|
|||
Excess tax benefit from exercise of stock options and vesting of RSUs
|
(7,067
|
)
|
|
(2,586
|
)
|
|
(486
|
)
|
|||
Deferred taxes
(1)
|
(2,718
|
)
|
|
(265
|
)
|
|
7,235
|
|
|||
Other noncash items affecting net income
|
3,589
|
|
|
554
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(9,276
|
)
|
|
(8,478
|
)
|
|
(9,325
|
)
|
|||
Prepaid expenses and other assets
|
(1,372
|
)
|
|
(2,690
|
)
|
|
(2,442
|
)
|
|||
Accounts payable
|
393
|
|
|
355
|
|
|
1,059
|
|
|||
Accrued employee compensation
|
8,463
|
|
|
147
|
|
|
8,244
|
|
|||
Other liabilities
|
5,288
|
|
|
4,574
|
|
|
(3,907
|
)
|
|||
Deferred revenues
|
14,181
|
|
|
(14,048
|
)
|
|
(17,788
|
)
|
|||
Net cash provided by operating activities
|
75,491
|
|
|
32,547
|
|
|
17,094
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of available-for-sale securities
|
(687,419
|
)
|
|
(212,035
|
)
|
|
—
|
|
|||
Sales and maturities of available-for-sale securities
|
312,149
|
|
|
83,567
|
|
|
—
|
|
|||
Acquisition, net of cash acquired
|
(157
|
)
|
|
(14,749
|
)
|
|
—
|
|
|||
Purchase of property and equipment
|
(4,993
|
)
|
|
(9,228
|
)
|
|
(5,619
|
)
|
|||
Decrease in restricted cash
|
—
|
|
|
3,532
|
|
|
2,323
|
|
|||
Net cash used in investing activities
|
(380,420
|
)
|
|
(148,913
|
)
|
|
(3,296
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock upon exercise of stock options
|
8,755
|
|
|
9,123
|
|
|
5,067
|
|
|||
Taxes remitted on RSU awards vested
|
(32,799
|
)
|
|
(20,330
|
)
|
|
(12,430
|
)
|
|||
Proceeds from issuance of common stock in connection with stock offerings, net of underwriting discounts and commission
|
389,949
|
|
|
—
|
|
|
143,386
|
|
|||
Costs paid in connection with stock offerings
|
(408
|
)
|
|
—
|
|
|
(3,502
|
)
|
|||
Excess tax benefit from exercise of stock options and vesting of RSUs
|
7,067
|
|
|
2,586
|
|
|
486
|
|
|||
Net cash provided by (used in) financing activities
|
372,564
|
|
|
(8,621
|
)
|
|
133,007
|
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
699
|
|
|
(964
|
)
|
|
(712
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
68,334
|
|
|
(125,951
|
)
|
|
146,093
|
|
|||
CASH AND CASH EQUIVALENTS—BEGINNING OF YEAR
|
79,767
|
|
|
205,718
|
|
|
59,625
|
|
|||
CASH AND CASH EQUIVALENTS—END OF YEAR
|
$
|
148,101
|
|
|
$
|
79,767
|
|
|
$
|
205,718
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Cash paid for income taxes
|
$
|
2,141
|
|
|
$
|
2,266
|
|
|
$
|
2,058
|
|
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Conversion of convertible preferred stock and warrants into common stock upon initial public offering
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,506
|
|
Accruals for purchase of property and equipment
|
$
|
768
|
|
|
$
|
693
|
|
|
$
|
4,387
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
Computer hardware
|
|
3 years
|
Software
|
|
3 years
|
Furniture and fixtures
|
|
3 years
|
Leasehold improvements
|
|
Shorter of the lease term or estimated useful life
|
(i)
|
License fees, related to term (or time-based) licenses, perpetual software licenses, and other;
|
(ii)
|
Maintenance fees, related to email and phone support, bug fixes and unspecified software updates and upgrades released when, and if available during the maintenance term; and
|
(iii)
|
Services fees, related to professional services related to implementation of our software, reimbursable travel and training.
|
•
|
Persuasive evidence of an arrangement exists.
Evidence of an arrangement consists of a written contract signed by both the customer and management prior to the end of the period.
|
•
|
Delivery or performance has occurred
. The Company’s software is delivered electronically to the customer. Delivery is considered to have occurred when the Company provides the customer access to the software along with login credentials.
|
•
|
Fees are fixed or determinable.
Arrangements where a significant portion of the fee is due beyond
90
days from delivery are not considered to be fixed or determinable. Revenues from such arrangements is recognized as
|
•
|
Collectability is probable.
Collectability is assessed on a customer-by-customer basis, based primarily on creditworthiness as determined by credit checks and analysis, as well as customer payment history. Payment terms generally range from
30
to
90
days from invoice date. If it is determined prior to revenue recognition that collection of an arrangement fee is not probable, revenues are deferred until collection becomes probable or cash is collected, assuming all other revenue recognition criteria are satisfied.
|
|
|
As of July 31, 2013
|
|||||||
CONSOLIDATED BALANCE SHEET
|
|
As previously reported
|
|
As
adjusted
|
|
Effect of
change
|
|||
|
|
(in thousands)
|
|||||||
Deferred tax assets, non-current
|
|
21,091
|
|
|
14,494
|
|
|
(6,597
|
)
|
Additional paid-in capital
|
|
237,769
|
|
|
215,151
|
|
|
(22,618
|
)
|
Retained earnings (accumulated deficit)
|
|
(7,788
|
)
|
|
8,249
|
|
|
16,037
|
|
|
|
Fiscal years ended July 31,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||||||||||
CONSOLIDATED STATEMENTS OF INCOME
|
|
As Previously Reported
|
|
As Adjusted
|
|
Effect of Change
|
|
As Previously Reported
|
|
As Adjusted
|
|
Effect of Change
|
||||||||||||
|
|
(in thousands, except share and per share amounts)
|
||||||||||||||||||||||
Cost of maintenance revenue
|
|
$
|
7,613
|
|
|
7,216
|
|
|
(397
|
)
|
|
$
|
5,288
|
|
|
$
|
5,193
|
|
|
$
|
(95
|
)
|
||
Cost of services revenue
|
|
123,210
|
|
|
117,515
|
|
|
(5,695
|
)
|
|
85,360
|
|
|
84,050
|
|
|
(1,310
|
)
|
||||||
Research and development
|
|
66,346
|
|
|
62,991
|
|
|
(3,355
|
)
|
|
50,462
|
|
|
49,056
|
|
|
(1,406
|
)
|
||||||
Sales and marketing
|
|
53,301
|
|
|
50,948
|
|
|
(2,353
|
)
|
|
38,254
|
|
|
36,781
|
|
|
(1,473
|
)
|
||||||
General and administrative
|
|
32,414
|
|
|
31,320
|
|
|
(1,094
|
)
|
|
28,336
|
|
|
27,285
|
|
|
(1,051
|
)
|
||||||
Income before provision for income taxes
|
|
17,212
|
|
|
30,123
|
|
|
12,911
|
|
|
23,179
|
|
|
28,516
|
|
|
5,337
|
|
||||||
Provision for income taxes
|
|
1,829
|
|
|
5,465
|
|
|
3,636
|
|
|
7,979
|
|
|
9,852
|
|
|
1,873
|
|
||||||
Net income
|
|
$
|
15,383
|
|
|
$
|
24,658
|
|
|
$
|
9,275
|
|
|
$
|
15,200
|
|
|
$
|
18,664
|
|
|
$
|
3,464
|
|
Basic earnings per share
|
|
$
|
0.27
|
|
|
$
|
0.44
|
|
|
$
|
0.17
|
|
|
$
|
0.29
|
|
|
$
|
0.36
|
|
|
$
|
0.07
|
|
Diluted earnings per share
|
|
$
|
0.25
|
|
|
$
|
0.40
|
|
|
$
|
0.15
|
|
|
$
|
0.25
|
|
|
$
|
0.32
|
|
|
$
|
0.07
|
|
Shares used in computing basic earnings per share
|
|
56,331,018
|
|
|
56,331,018
|
|
|
—
|
|
|
34,774,983
|
|
|
34,774,983
|
|
|
—
|
|
||||||
Shares used in computing diluted earnings per share
|
|
61,943,087
|
|
|
61,569,195
|
|
|
(373,892
|
)
|
|
41,509,185
|
|
|
41,759,338
|
|
|
250,153
|
|
|
|
Fiscal years ended July 31,
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
As Previously Reported
|
|
As Adjusted
|
|
Effect of Change
|
|
As Previously Reported
|
|
As Adjusted
|
|
Effect of Change
|
||||||||||
|
|
(in thousands
|
||||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
15,383
|
|
|
$
|
24,658
|
|
|
$
|
9,275
|
|
|
$
|
15,200
|
|
|
18,664
|
|
|
3,464
|
|
Stock-based compensation
|
|
38,399
|
|
|
25,505
|
|
|
(12,894
|
)
|
|
18,258
|
|
|
12,923
|
|
|
(5,335
|
)
|
||||
Deferred taxes
|
|
(3,901
|
)
|
|
(265
|
)
|
|
3,636
|
|
|
5,362
|
|
|
7,235
|
|
|
1,873
|
|
|
July 31, 2014
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
|
(in thousands)
|
||||||||||||||
U.S. agency securities
|
$
|
94,048
|
|
|
$
|
30
|
|
|
$
|
(21
|
)
|
|
$
|
94,057
|
|
Asset-backed securities
|
1,363
|
|
|
—
|
|
|
(2
|
)
|
|
1,361
|
|
||||
Commercial paper
|
132,442
|
|
|
14
|
|
|
(4
|
)
|
|
132,452
|
|
||||
Corporate bonds
|
297,731
|
|
|
104
|
|
|
(182
|
)
|
|
297,653
|
|
||||
U.S. government bonds
|
17,991
|
|
|
3
|
|
|
(3
|
)
|
|
17,991
|
|
||||
Foreign government bonds
|
2,755
|
|
|
—
|
|
|
(1
|
)
|
|
2,754
|
|
||||
Certificate of deposit
|
6,709
|
|
|
—
|
|
|
(1
|
)
|
|
6,708
|
|
||||
Money market funds
|
53,959
|
|
|
—
|
|
|
—
|
|
|
53,959
|
|
||||
Municipal debt securities
|
12,985
|
|
|
13
|
|
|
(1
|
)
|
|
12,997
|
|
||||
Total
|
$
|
619,983
|
|
|
$
|
164
|
|
|
$
|
(215
|
)
|
|
$
|
619,932
|
|
|
July 31, 2013
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
|
(in thousands)
|
||||||||||||||
U.S. agency securities
|
$
|
37,087
|
|
|
$
|
21
|
|
|
$
|
(4
|
)
|
|
$
|
37,104
|
|
Asset-backed securities
|
4,522
|
|
|
—
|
|
|
(1
|
)
|
|
4,521
|
|
||||
Commercial paper
|
35,777
|
|
|
11
|
|
|
(1
|
)
|
|
35,787
|
|
||||
Corporate bonds
|
63,281
|
|
|
23
|
|
|
(14
|
)
|
|
63,290
|
|
||||
Foreign government bonds
|
776
|
|
|
—
|
|
|
(1
|
)
|
|
775
|
|
||||
Money market funds
|
33,216
|
|
|
—
|
|
|
—
|
|
|
33,216
|
|
||||
Municipal debt securities
|
9,105
|
|
|
4
|
|
|
(14
|
)
|
|
9,095
|
|
||||
Total
|
$
|
183,764
|
|
|
$
|
59
|
|
|
$
|
(35
|
)
|
|
$
|
183,788
|
|
|
July 31, 2014
|
||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
U.S. agency securities
|
$
|
46,980
|
|
|
$
|
(21
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,980
|
|
|
$
|
(21
|
)
|
Asset-backed securities
|
1,361
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
1,361
|
|
|
(2
|
)
|
||||||
Commercial paper
|
14,389
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
14,389
|
|
|
(4
|
)
|
||||||
Corporate bonds
|
176,742
|
|
|
(182
|
)
|
|
—
|
|
|
—
|
|
|
176,742
|
|
|
(182
|
)
|
||||||
U. S. government bonds
|
9,489
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
9,489
|
|
|
(3
|
)
|
||||||
Foreign government bonds
|
2,754
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
2,754
|
|
|
(1
|
)
|
||||||
Certificate of deposit
|
2,699
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
2,699
|
|
|
(1
|
)
|
||||||
Municipal debt securities
|
—
|
|
|
—
|
|
|
2,200
|
|
|
(1
|
)
|
|
2,200
|
|
|
(1
|
)
|
||||||
Total
|
$
|
254,414
|
|
|
$
|
(214
|
)
|
|
$
|
2,200
|
|
|
$
|
(1
|
)
|
|
$
|
256,614
|
|
|
$
|
(215
|
)
|
|
Expected maturities for the year ending July 31,
|
||||||||||
|
2015
|
|
2016
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
U.S. agency securities
|
$
|
29,062
|
|
|
$
|
64,995
|
|
|
$
|
94,057
|
|
Asset-backed securities
|
1,361
|
|
|
—
|
|
|
1,361
|
|
|||
Commercial paper
|
132,452
|
|
|
—
|
|
|
132,452
|
|
|||
Corporate bonds
|
172,648
|
|
|
125,005
|
|
|
297,653
|
|
|||
U.S. government bonds
|
9,995
|
|
|
7,996
|
|
|
17,991
|
|
|||
Foreign government bonds
|
—
|
|
|
2,754
|
|
|
2,754
|
|
|||
Certificate of deposit
|
4,009
|
|
|
2,699
|
|
|
6,708
|
|
|||
Money market funds
|
53,959
|
|
|
—
|
|
|
53,959
|
|
|||
Municipal debt securities
|
12,997
|
|
|
—
|
|
|
12,997
|
|
|||
Total
|
$
|
416,483
|
|
|
$
|
203,449
|
|
|
$
|
619,932
|
|
|
July 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
66,293
|
|
|
$
|
—
|
|
|
$
|
66,293
|
|
Money market funds
|
53,959
|
|
|
—
|
|
|
—
|
|
|
53,959
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. agency securities
|
—
|
|
|
29,062
|
|
|
—
|
|
|
29,062
|
|
||||
Asset-backed securities
|
—
|
|
|
1,361
|
|
|
—
|
|
|
1,361
|
|
||||
Commercial paper
|
—
|
|
|
66,159
|
|
|
—
|
|
|
66,159
|
|
||||
U. S. government bonds
|
—
|
|
|
9,995
|
|
|
—
|
|
|
9,995
|
|
||||
Corporate bonds
|
—
|
|
|
172,648
|
|
|
—
|
|
|
172,648
|
|
||||
Certificate of deposit
|
—
|
|
|
4,009
|
|
|
—
|
|
|
4,009
|
|
||||
Municipal debt securities
|
—
|
|
|
12,997
|
|
|
—
|
|
|
12,997
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. agency securities
|
—
|
|
|
64,995
|
|
|
—
|
|
|
64,995
|
|
||||
Certificate of deposit
|
—
|
|
|
2,699
|
|
|
—
|
|
|
2,699
|
|
||||
Corporate bonds
|
—
|
|
|
125,005
|
|
|
—
|
|
|
125,005
|
|
||||
U.S. government bonds
|
—
|
|
|
7,996
|
|
|
—
|
|
|
7,996
|
|
||||
Foreign government bonds
|
—
|
|
|
2,754
|
|
|
—
|
|
|
2,754
|
|
||||
Total assets
|
$
|
53,959
|
|
|
$
|
565,973
|
|
|
$
|
—
|
|
|
$
|
619,932
|
|
|
July 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
20,597
|
|
|
$
|
—
|
|
|
$
|
20,597
|
|
Corporate bonds
|
—
|
|
|
2,003
|
|
|
—
|
|
|
2,003
|
|
||||
Money market funds
|
33,216
|
|
|
—
|
|
|
—
|
|
|
33,216
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. agency securities
|
—
|
|
|
9,097
|
|
|
—
|
|
|
9,097
|
|
||||
Asset-backed securities
|
—
|
|
|
2,421
|
|
|
—
|
|
|
2,421
|
|
||||
Commercial paper
|
—
|
|
|
15,190
|
|
|
—
|
|
|
15,190
|
|
||||
Corporate bonds
|
—
|
|
|
47,572
|
|
|
—
|
|
|
47,572
|
|
||||
Foreign government bonds
|
—
|
|
|
775
|
|
|
—
|
|
|
775
|
|
||||
Municipal debt securities
|
—
|
|
|
1,877
|
|
|
—
|
|
|
1,877
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. agency securities
|
—
|
|
|
28,007
|
|
|
—
|
|
|
28,007
|
|
||||
Asset-backed securities
|
—
|
|
|
2,100
|
|
|
—
|
|
|
2,100
|
|
||||
Corporate bonds
|
—
|
|
|
13,715
|
|
|
—
|
|
|
13,715
|
|
||||
Municipal debt securities
|
—
|
|
|
7,218
|
|
|
—
|
|
|
7,218
|
|
||||
Total assets
|
$
|
33,216
|
|
|
$
|
150,572
|
|
|
$
|
—
|
|
|
$
|
183,788
|
|
|
July 31, 2014
|
|
July 31, 2013
|
||||
|
(in thousands)
|
||||||
Computer hardware
|
$
|
11,882
|
|
|
$
|
8,820
|
|
Software
|
4,605
|
|
|
4,460
|
|
||
Furniture and fixtures
|
2,732
|
|
|
2,666
|
|
||
Leasehold improvements
|
7,069
|
|
|
6,536
|
|
||
Total property and equipment
|
26,288
|
|
|
22,482
|
|
||
Less accumulated depreciation
|
(13,681
|
)
|
|
(9,568
|
)
|
||
Property and equipment, net
|
$
|
12,607
|
|
|
$
|
12,914
|
|
|
Total
|
||
|
(in thousands)
|
||
Goodwill, July 31, 2013
|
$
|
9,048
|
|
Changes in carrying value
|
157
|
|
|
Goodwill, July 31, 2014
|
$
|
9,205
|
|
|
|
July 31, 2014
|
|
July 31, 2013
|
||||
|
|
(in thousands)
|
||||||
Acquired technology:
|
|
|
|
|
||||
Cost
|
|
$
|
7,200
|
|
|
$
|
7,200
|
|
Accumulated amortization
|
|
(1,761
|
)
|
|
(321
|
)
|
||
Net
|
|
$
|
5,439
|
|
|
$
|
6,879
|
|
|
|
Future Amortization
|
||
Fiscal Year Ending July 31,
|
|
(in thousands)
|
||
2015
|
|
$
|
1,440
|
|
2016
|
|
1,440
|
|
|
2017
|
|
1,440
|
|
|
2018
|
|
1,119
|
|
|
Total
|
|
$
|
5,439
|
|
|
July 31, 2014
|
|
July 31, 2013
|
||||
|
(in thousands)
|
||||||
Accrued bonuses
|
$
|
19,213
|
|
|
$
|
13,072
|
|
Accrued commission
|
3,593
|
|
|
2,043
|
|
||
Accrued vacation
|
8,100
|
|
|
7,335
|
|
||
Payroll accruals
|
4,006
|
|
|
3,852
|
|
||
Total
|
$
|
34,912
|
|
|
$
|
26,302
|
|
|
Foreign Currency Items
|
|
Unrealized gain (loss) on available-for-sale securities
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance as of July 31,2012
|
$
|
(496
|
)
|
|
$
|
—
|
|
|
$
|
(496
|
)
|
Other comprehensive income (loss) before reclassification adjustments:
|
(1,102
|
)
|
|
24
|
|
|
(1,078
|
)
|
|||
Tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of July 31, 2013
|
(1,598
|
)
|
|
24
|
|
|
(1,574
|
)
|
|||
Other comprehensive income (loss) before reclassification adjustments:
|
288
|
|
|
(49
|
)
|
|
239
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss) to earnings
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||
Tax effect
|
—
|
|
|
7
|
|
|
7
|
|
|||
Balance as of July 31, 2014
|
$
|
(1,310
|
)
|
|
$
|
(57
|
)
|
|
$
|
(1,367
|
)
|
|
|
|
|
|
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands, except share and per
share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
(1)
|
$
|
14,721
|
|
|
$
|
24,658
|
|
|
$
|
18,664
|
|
Non-cumulative dividends to preferred stockholders
|
—
|
|
|
—
|
|
|
(1,574
|
)
|
|||
Undistributed earnings allocated to preferred stockholders
|
—
|
|
|
—
|
|
|
(4,444
|
)
|
|||
Net income, basic
|
14,721
|
|
|
24,658
|
|
|
12,646
|
|
|||
Adjustments to net income for dilutive options and restricted stock options
|
—
|
|
|
—
|
|
|
574
|
|
|||
Net income, diluted
|
$
|
14,721
|
|
|
$
|
24,658
|
|
|
$
|
13,220
|
|
Net income per share:
(1)
|
|
|
|
|
|
||||||
Basic
|
$
|
0.22
|
|
|
$
|
0.44
|
|
|
$
|
0.36
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.40
|
|
|
$
|
0.32
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(in thousands, except share and per share
amounts)
|
|||||||
Denominator:
(1)
|
|
|
|
|
|
|||
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
|||
Basic
|
65,748,896
|
|
|
56,331,018
|
|
|
34,774,983
|
|
Weighted average effect of diluted stock options
|
1,896,766
|
|
|
3,392,797
|
|
|
5,082,507
|
|
Weighted average effect of dilutive restricted stock units
|
1,467,071
|
|
|
1,845,380
|
|
|
1,871,982
|
|
Weighted average effect of dilutive stock warrants
(2)
|
—
|
|
|
—
|
|
|
29,866
|
|
Diluted
|
69,112,733
|
|
|
61,569,195
|
|
|
41,759,338
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
(2)
|
Series C convertible preferred stock warrants were automatically converted to equivalent common stock warrants upon the Company’s IPO on January 24, 2012 and converted or cancelled as of April 30, 2012.
|
|
Fiscal years ended July 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Stock options to purchase common stock
(1)
|
206,136
|
|
|
320,325
|
|
|
5,037
|
|
Restricted stock units
(1)
|
76,840
|
|
|
64,397
|
|
|
136,905
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements
|
|
Lease Obligations
|
|
Royalty Obligations
(1)
|
|
Purchase Commitments
(2)
|
|
Total
|
||||||||
Fiscal Year Ending July 31,
|
(in thousands)
|
||||||||||||||
2015
|
$
|
5,786
|
|
|
$
|
398
|
|
|
$
|
6,141
|
|
|
$
|
12,325
|
|
2016
|
5,835
|
|
|
365
|
|
|
1,589
|
|
|
7,789
|
|
||||
2017
|
5,710
|
|
|
212
|
|
|
276
|
|
|
6,198
|
|
||||
2018
|
5,663
|
|
|
110
|
|
|
—
|
|
|
5,773
|
|
||||
2019
|
5,102
|
|
|
—
|
|
|
—
|
|
|
5,102
|
|
||||
Total
|
$
|
28,096
|
|
|
$
|
1,085
|
|
|
$
|
8,006
|
|
|
$
|
37,187
|
|
(1)
|
Royalty obligations primarily represent our obligations under our non-cancellable agreements related to software used in certain revenue-generating agreements.
|
(2)
|
Purchase commitments consist of agreements to purchase services, entered into in the ordinary course of business. These represent non-cancellable commitments for which a penalty would be imposed if the agreement was canceled for any reason other than an event of default as described by the agreement.
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Stock-based compensation expense:
(1)
|
(in thousands)
|
||||||||||
Cost of license revenues
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of maintenance revenues
|
797
|
|
|
830
|
|
|
288
|
|
|||
Cost of services revenues
|
11,929
|
|
|
6,910
|
|
|
2,461
|
|
|||
Research and development
|
9,008
|
|
|
5,843
|
|
|
2,385
|
|
|||
Sales and marketing
|
10,744
|
|
|
3,672
|
|
|
1,496
|
|
|||
General and administrative
|
9,876
|
|
|
8,250
|
|
|
6,293
|
|
|||
Total stock-based compensation expense
|
42,538
|
|
|
25,505
|
|
|
12,923
|
|
|||
Tax benefit from stock-based compensation
|
15,905
|
|
|
9,902
|
|
|
5,061
|
|
|||
Total stock-based compensation expense, net of tax effect
|
$
|
26,633
|
|
|
$
|
15,603
|
|
|
$
|
7,862
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements
|
|
As of July 31, 2014
|
||||
|
Unrecognized Expense
|
|
Average Expected Recognition Period
|
||
|
(in thousands)
|
|
(in years)
|
||
Restricted stock units
|
$
|
83,505
|
|
|
2.2
|
Stock options
|
6,019
|
|
|
2.0
|
|
|
$
|
89,524
|
|
|
|
|
RSUs Outstanding
|
|||||
|
Number of RSUs Outstanding
|
|
Weighted Average Grant Date Fair Value
|
|||
Balance as of July 31, 2013
|
4,027,601
|
|
|
$
|
19.27
|
|
Granted
|
1,667,433
|
|
|
43.87
|
|
|
Released
|
(2,007,423
|
)
|
|
18.59
|
|
|
Canceled
|
(303,390
|
)
|
|
31.48
|
|
|
Balance as of July 31, 2014
|
3,384,221
|
|
|
$
|
30.70
|
|
•
|
The RSUs covering
502,200
shares of common stock were subject to satisfaction of an IPO of the Company’s equity securities, which occurred in January 2012;
|
•
|
The RSUs covering
251,100
shares of common stock were subject to full and final dismissal or final adjudication of certain specified litigation to the satisfaction of the Board, which occurred in July 2011; and
|
•
|
The RSUs covering
125,500
shares of common stock were subject to satisfaction of a pre-established revenue target for fiscal year 2012, which was satisfied upon close of fiscal year 2012.
|
|
Number of Stock Options Outstanding
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
(1)
|
|||||
|
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Balance as of July 31, 2013
|
3,763,228
|
|
|
$
|
6.74
|
|
|
5.7
|
|
$
|
139,315
|
|
Granted
|
225,930
|
|
|
46.63
|
|
|
|
|
|
|||
Exercised
|
(1,580,344
|
)
|
|
5.53
|
|
|
|
|
|
|||
Canceled
|
(8,561
|
)
|
|
21.75
|
|
|
|
|
|
|||
Balance as of July 31, 2014
|
2,400,253
|
|
|
$
|
11.24
|
|
|
5.5
|
|
$
|
71,640
|
|
Vested and expected to vest as of July 31, 2014
|
2,376,443
|
|
|
$
|
10.96
|
|
|
5.4
|
|
$
|
71,503
|
|
Exercisable as of July 31, 2014
|
2,040,125
|
|
|
$
|
6.32
|
|
|
5.5
|
|
$
|
70,039
|
|
(1)
|
Aggregate intrinsic value represents the difference between the exercise price of the option and the Company’s closing stock price of
$40.50
and
$43.76
on
July 31, 2014
, and
July 31, 2013
, respectively.
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Price
|
Number of Options Outstanding
|
|
Remaining Contractual Life (Years)
|
|
Exercise Price per Share
|
|
Number of Options Exercisable
|
|
Exercise Price per Share
|
||||||
$0.16—1.00
|
99,010
|
|
|
1.4
|
|
$
|
0.68
|
|
|
99,010
|
|
|
$
|
0.68
|
|
1.25—2.56
|
71,150
|
|
|
2.1
|
|
2.17
|
|
|
71,150
|
|
|
2.17
|
|
||
2.74
|
423,312
|
|
|
3.0
|
|
2.74
|
|
|
423,312
|
|
|
2.74
|
|
||
3.50
|
124,860
|
|
|
3.7
|
|
3.50
|
|
|
124,860
|
|
|
3.50
|
|
||
3.73
|
351,886
|
|
|
4.7
|
|
3.73
|
|
|
351,886
|
|
|
3.73
|
|
||
3.92
|
338,523
|
|
|
5.4
|
|
3.92
|
|
|
338,523
|
|
|
3.92
|
|
||
4.50—7.50
|
309,954
|
|
|
6.8
|
|
7.14
|
|
|
304,954
|
|
|
7.13
|
|
||
8.65—11.00
|
210,337
|
|
|
7.1
|
|
8.78
|
|
|
208,878
|
|
|
8.78
|
|
||
29.03—32.25
|
221,476
|
|
|
8.1
|
|
31.99
|
|
|
67,905
|
|
|
31.41
|
|
||
35.00—53.15
|
249,745
|
|
|
9.1
|
|
45.53
|
|
|
49,647
|
|
|
46.07
|
|
||
|
2,400,253
|
|
|
5.5
|
|
$
|
11.24
|
|
|
2,040,125
|
|
|
$
|
6.32
|
|
|
Fiscal years ended July 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Expected life (in years)
|
5.0 - 6.1
|
|
5.1 - 6.1
|
|
5.3 - 6.3
|
Risk-free interest rate
|
1.5% - 2.0%
|
|
0.6% - 1.2%
|
|
1.2% - 1.5%
|
Expected volatility
|
41.3% - 46.2%
|
|
45.1% - 48.7%
|
|
44.1% - 46.4%
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
|
July 31, 2014
|
|
July 31, 2013
|
||
Exercise of stock options to purchase common stock
|
2,400,253
|
|
|
3,763,228
|
|
Vesting of restricted stock units
|
3,384,221
|
|
|
4,027,601
|
|
Issuances of shares available under stock plans
|
11,703,962
|
|
|
9,194,058
|
|
Total common stock reserved for issuance
|
17,488,436
|
|
|
16,984,887
|
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Domestic
|
$
|
11,956
|
|
|
$
|
25,725
|
|
|
$
|
22,370
|
|
International
|
7,990
|
|
|
4,398
|
|
|
6,146
|
|
|||
Income before provision for income taxes
(1)
|
$
|
19,946
|
|
|
$
|
30,123
|
|
|
$
|
28,516
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
5,235
|
|
|
$
|
1,296
|
|
|
$
|
—
|
|
State
|
1,326
|
|
|
999
|
|
|
544
|
|
|||
Foreign
|
2,509
|
|
|
3,479
|
|
|
1,522
|
|
|||
Total current
|
9,070
|
|
|
5,774
|
|
|
2,066
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
(4,277
|
)
|
|
(258
|
)
|
|
6,968
|
|
|||
State
|
78
|
|
|
483
|
|
|
(69
|
)
|
|||
Foreign
|
354
|
|
|
(534
|
)
|
|
887
|
|
|||
Total deferred
|
(3,845
|
)
|
|
(309
|
)
|
|
7,786
|
|
|||
Total provision for income taxes
(1)
|
$
|
5,225
|
|
|
$
|
5,465
|
|
|
$
|
9,852
|
|
(1)
|
See Note 2 “Change in Accounting Policy - Stock-Based Compensation” of Notes to Consolidated Financial Statements.
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Computed tax expense
|
$
|
6,977
|
|
|
$
|
10,538
|
|
|
$
|
9,972
|
|
Nondeductible items and other
|
1,164
|
|
|
(577
|
)
|
|
694
|
|
|||
State taxes, net of federal benefit
|
840
|
|
|
(858
|
)
|
|
(644
|
)
|
|||
Foreign income taxed at different rates
|
(207
|
)
|
|
1,405
|
|
|
258
|
|
|||
Tax credits
|
(3,612
|
)
|
|
(7,199
|
)
|
|
(1,356
|
)
|
|||
Change in valuation allowance
|
63
|
|
|
2,156
|
|
|
928
|
|
|||
Total provision for income taxes
(1)
|
$
|
5,225
|
|
|
$
|
5,465
|
|
|
$
|
9,852
|
|
|
As of July 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Accruals and reserves
|
$
|
8,487
|
|
|
$
|
3,646
|
|
Stock-based compensation
|
4,347
|
|
|
5,076
|
|
||
Deferred revenues
|
1,485
|
|
|
510
|
|
||
Property and equipment
|
298
|
|
|
—
|
|
||
State taxes
|
1
|
|
|
—
|
|
||
Net operating loss carryforwards
|
1,161
|
|
|
2,244
|
|
||
Tax credits
|
11,699
|
|
|
14,233
|
|
||
Total deferred tax assets
|
27,478
|
|
|
25,709
|
|
||
Less valuation allowance
|
4,938
|
|
|
4,874
|
|
||
Net deferred tax assets
|
22,540
|
|
|
20,835
|
|
||
Less deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
—
|
|
|
440
|
|
||
Intangible assets
|
1,701
|
|
|
2,268
|
|
||
Foreign deferred revenue
|
727
|
|
|
736
|
|
||
Total net deferred tax assets
|
$
|
20,112
|
|
|
$
|
17,391
|
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
U.S. federal
|
$
|
15,956
|
|
|
$
|
12,973
|
|
|
$
|
6,565
|
|
California
|
11,657
|
|
|
11,980
|
|
|
7,558
|
|
|||
Total R&D credit carryforwards
|
$
|
27,613
|
|
|
$
|
24,953
|
|
|
$
|
14,123
|
|
|
Fiscal years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Unrecognized benefit - beginning of period
|
$
|
6,727
|
|
|
$
|
3,937
|
|
|
$
|
2,419
|
|
Gross increases - prior period tax positions
|
(368
|
)
|
|
370
|
|
|
478
|
|
|||
Gross increases - current period tax positions
|
1,617
|
|
|
2,420
|
|
|
1,040
|
|
|||
Unrecognized benefit - end of period
|
$
|
7,976
|
|
|
$
|
6,727
|
|
|
$
|
3,937
|
|
|
July 31, 2014
|
|
July 31, 2013
|
||||
|
(in thousands)
|
||||||
Americas
|
$
|
25,573
|
|
|
$
|
27,280
|
|
Europe
|
950
|
|
|
1,276
|
|
||
Asia Pacific
|
728
|
|
|
285
|
|
||
Total
|
$
|
27,251
|
|
|
$
|
28,841
|
|
11.
|
Acquisition
|
|
|
Total Purchase Price Allocation
|
|
Estimated Useful Lives
|
||
|
|
(in thousands)
|
|
(in years)
|
||
Assets acquired, net
|
|
$
|
590
|
|
|
n/a
|
Developed technology
|
|
7,200
|
|
|
5.0
|
|
Deferred tax liability
|
|
(2,094
|
)
|
|
n/a
|
|
Goodwill
|
|
9,048
|
|
|
n/a
|
|
Total purchase price
|
|
$
|
14,744
|
|
|
|
Item 9.
|
Changes in and Disagreements with Accountant on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
GUIDEWIRE SOFTWARE, INC.
|
||
|
|
|
By:
|
|
/
S
/ M
ARCUS
S. R
YU
|
|
|
Marcus S. Ryu
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ M
ARCUS
S. R
YU
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
September 17, 2014
|
Marcus S. Ryu
|
|
|
|
|
|
|
|
|
|
/S/ K
AREN
B
LASING
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
September 17, 2014
|
Karen Blasing
|
|
|
|
|
|
|
|
|
|
/S/ John Cavoores
|
|
Director
|
|
September 17, 2014
|
John Cavoores
|
|
|
|
|
|
|
|
|
|
/S/ Craig Conway
|
|
Director (Chairman of the Board)
|
|
September 17, 2014
|
Craig Conway
|
|
|
|
|
|
|
|
|
|
/S/ Andrew Brown
|
|
Director
|
|
September 17, 2014
|
Andrew Brown
|
|
|
|
|
|
|
|
|
|
/S/ Guy Dubois
|
|
Director
|
|
September 17, 2014
|
Guy Dubois
|
|
|
|
|
|
|
|
|
|
/S/ Paul Lavin
|
|
Director
|
|
September 17, 2014
|
Paul Lavin
|
|
|
|
|
|
|
|
|
|
/S/ Clifton Thomas Weatherford
|
|
Director
|
|
September 17, 2014
|
Clifton Thomas Weatherford
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by
Reference From
Form
|
|
Incorporated
by Reference
From
Exhibit
Number
|
|
Date Filed
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation.
|
|
10-Q
|
|
3.1
|
|
|
March 14, 2012
|
3.2
|
|
Amended and Restated Bylaws.
|
|
8-K
|
|
3.1
|
|
|
January 22, 2013
|
4.1
|
|
Form of Common Stock certificate of the Registrant.
|
|
S-1/A
|
|
4.1
|
|
|
January 9, 2012
|
10.1
|
|
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
|
|
S-1/A
|
|
10.1
|
|
|
October 28, 2011
|
10.2
|
|
2006 Stock Plan and forms of agreements thereunder.
|
|
S-1
|
|
10.2
|
|
|
September 2, 2011
|
10.3
|
|
2009 Stock Plan and forms of agreements thereunder.
|
|
S-1
|
|
10.3
|
|
|
September 2, 2011
|
10.4
|
|
2010 Restricted Stock Unit Plan and forms of agreements thereunder.
|
|
S-1
|
|
10.4
|
|
|
September 2, 2011
|
10.5
|
|
2011 Stock Plan and forms of agreements thereunder.
|
|
S-1/A
|
|
10.5
|
|
|
December 13, 2011
|
10.6
|
|
Form of Executive Agreement.
|
|
Filed herewith
|
|
—
|
|
|
—
|
10.7
|
|
Senior Executive Incentive Bonus Plan.
|
|
S-1/A
|
|
10.12
|
|
|
December 13, 2011
|
10.8
|
|
Lease Agreement between Parkside Towers, L.P. and the Registrant dated as of December 5, 2011.
|
|
S-1/A
|
|
10.13
|
|
|
December 13, 2011
|
18.1
|
|
KPMG, LLP Preferability Letter.
|
|
Filed herewith
|
|
—
|
|
|
—
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
10-K
|
|
21.1
|
|
|
September 26, 2013
|
23.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
Filed herewith
|
|
—
|
|
|
—
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
Filed herewith
|
|
—
|
|
|
—
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
Filed herewith
|
|
—
|
|
|
—
|
32.1*
|
|
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
Furnished herewith
|
|
—
|
|
|
—
|
101.INS**
|
|
XBRL Instance Document.
|
|
Filed herewith
|
|
—
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document.
|
|
Filed herewith
|
|
—
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
Filed herewith
|
|
—
—
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
Filed herewith
|
|
—
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
Filed herewith
|
|
—
—
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
Filed herewith
|
|
—
|
|
|
|
*
|
The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
|
**
|
Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Guidewire Software, 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 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.
|
Date:
|
September 17, 2014
|
|
By:
|
/s/ MARCUS S. RYU
|
|
|
|
|
Marcus S. Ryu
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Guidewire Software, 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 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.
|
Date:
|
September 17, 2014
|
|
By:
|
/s/ KAREN BLASING
|
|
|
|
|
Karen Blasing
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
Date:
|
September 17, 2014
|
|
By:
|
/s/ MARCUS S. RYU
|
|
|
|
|
Marcus S. Ryu
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
Date:
|
September 17, 2014
|
|
By:
|
/s/ KAREN BLASING
|
|
|
|
|
Karen Blasing
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|