|
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
20-1446869
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
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3 West Plumeria Drive, San Jose, California 95134
|
||
(Address of Principal Executive Offices, including zip code)
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $.00001 Par Value
|
|
New York Stock Exchange
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Large accelerated filer
|
|
¨
|
|
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Accelerated filer
|
|
¨
|
|
|
|
|
|
||||
Non-accelerated filer
|
|
x
|
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
A10 NETWORKS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2014
TABLE OF CONTENTS
|
||
|
|
Page
|
PART I
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
PART III
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
PART IV
|
||
|
•
|
our ability to maintain an adequate rate of revenue growth;
|
•
|
our business plan and our ability to effectively manage our growth;
|
•
|
costs associated with defending intellectual property infringement and other claims;
|
•
|
our ability to attract and retain end-customers;
|
•
|
our ability to further penetrate our existing customer base;
|
•
|
our ability to displace existing products in established markets;
|
•
|
our ability to expand our leadership position in next-generation application delivery and server load balancing solutions;
|
•
|
our ability to timely and effectively scale and adapt our existing technology;
|
•
|
our ability to innovate new products and bring them to market in a timely manner;
|
•
|
our ability to expand internationally;
|
•
|
the effects of increased competition in our market and our ability to compete effectively;
|
•
|
the effects of seasonal trends on our results of operations;
|
•
|
our expectations concerning relationships with third parties;
|
•
|
the attraction and retention of qualified employees and key personnel;
|
•
|
our ability to maintain, protect, and enhance our brand and intellectual property; and
|
•
|
future acquisitions of or investments in complementary companies, products, services or technologies.
|
•
|
fluctuations in and timing of purchases from, or loss of, large customers;
|
•
|
the budgeting cycles and purchasing practices of end-customers;
|
•
|
our ability to attract and retain new end-customers;
|
•
|
changes in demand for our products and services, including seasonal variations in customer spending patterns or cyclical fluctuations in our markets;
|
•
|
our reliance on shipments at the end of our quarters;
|
•
|
variations in product mix or geographic locations of our sales, which can affect the revenue we realize for those sales;
|
•
|
the timing and success of new product and service introductions by us or our competitors;
|
•
|
our ability to increase the size of our distribution channel and to maintain relationships with important distribution channel partners;
|
•
|
the effect of currency exchange rates on our revenue and expenses;
|
•
|
the cost and potential outcomes of existing and future litigation;
|
•
|
the effect of discounts negotiated by our largest end-customers for sales or pricing pressure from our competitors;
|
•
|
changes in the growth rate of the application networking market or changes in market needs;
|
•
|
inventory write downs, which may be necessary for our older products when our new products are launched and adopted by our end-customers; and
|
•
|
our third-party manufacturers’ and component suppliers’ capacity to meet our product demand forecasts on a timely basis, or at all.
|
•
|
Companies that sell products in the traditional ADC market. In the ADC market, we compete against other companies that are well established in this market, including F5 Networks, Inc., Brocade, Cisco Systems, Inc., Citrix Systems, Inc., and Radware Ltd.;
|
•
|
Companies that sell CGN products. Our purpose-built CGN solution competes primarily against products originally designed for other networking purposes, such as edge routers and security appliances from vendors such as Alcatel-Lucent USA Inc., Cisco Systems, Inc. and Juniper Networks, Inc.; and
|
•
|
Companies that sell traditional DDoS mitigation products. We are a new entrant into the DDoS market and first publicly launched our DDoS detection and mitigation solution, TPS, in January 2014. We believe our principal competitors in this market are Arbor Networks, Inc., a subsidiary of Danaher Corporation, and Radware.
|
•
|
longer operating histories;
|
•
|
the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products and services at a greater range of prices;
|
•
|
the ability to incorporate functionality into existing products to gain business in a manner that discourages users from purchasing our products, including through selling at zero or negative margins, product bundling or closed technology platforms;
|
•
|
broader distribution and established relationships with distribution channel partners in a greater number of worldwide locations;
|
•
|
access to larger end-customer bases;
|
•
|
the ability to use their greater financial resources to attract our research and development engineers as well as other employees of ours;
|
•
|
larger intellectual property portfolios; and
|
•
|
the ability to bundle competitive offerings with other products and services.
|
•
|
greater difficulty in enforcing contracts and accounts receivable collection and longer collection periods;
|
•
|
increased expenses incurred in establishing and maintaining office space and equipment for our international operations;
|
•
|
greater difficulty in recruiting local experienced personnel, and the costs and expenses associated with such activities;
|
•
|
general economic and political conditions in these foreign markets;
|
•
|
economic uncertainty around the world, including continued economic uncertainty as a result of sovereign debt issues in Europe;
|
•
|
management communication and integration problems resulting from cultural and geographic dispersion;
|
•
|
risks associated with trade restrictions and foreign legal requirements, including the importation, certification, and localization of our products required in foreign countries;
|
•
|
greater risk of unexpected changes in regulatory practices, tariffs, and tax laws and treaties;
|
•
|
the uncertainty of protection for intellectual property rights in some countries;
|
•
|
greater risk of a failure of foreign employees to comply with both U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt Practices Act, and any trade regulations ensuring fair trade practices; and
|
•
|
heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements.
|
•
|
the expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate, or work around errors or defects, to address and eliminate vulnerabilities, or to identify and ramp up production with third-party providers;
|
•
|
an increase in warranty claims, or an increase in the cost of servicing warranty claims, either of which would adversely affect our gross margins;
|
•
|
expenditures of significant financial and product development resources in efforts to analyze, correct, eliminate or work around errors and defects or to address and eliminate vulnerabilities;
|
•
|
loss of existing or potential end-customers or distribution channel partners;
|
•
|
delayed or lost revenue;
|
•
|
delay or failure to attain market acceptance;
|
•
|
indemnification obligations under our agreements with resellers, distributors and/or end-customers;
|
•
|
an increase in warranty claims compared with our historical experience or an increased cost of servicing warranty claims, either of which would adversely affect our gross margin; and
|
•
|
litigation, regulatory inquiries, or investigations that may be costly and harm our reputation.
|
•
|
future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated earnings in countries where we have higher statutory tax rates. or
|
•
|
examinations by US federal, state or foreign jurisdictions that disagree with interpretations of tax rules and regulations in regards to positions taken on tax filings
|
•
|
announcements of new products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
significant volatility in the market price and trading volume of technology companies in general and of companies in our industry;
|
•
|
fluctuations in the trading volume of our shares or the size of our public float;
|
•
|
actual or anticipated changes or fluctuations in our results of operations;
|
•
|
whether our results of operations meet the expectations of securities analysts or investors;
|
•
|
actual or anticipated changes in the expectations of investors or securities analysts;
|
•
|
litigation or investigations involving us, our industry, or both;
|
•
|
regulatory developments in the United States, foreign countries or both;
|
•
|
general economic conditions and trends;
|
•
|
major catastrophic events;
|
•
|
sales of large blocks of our common stock; or
|
•
|
departures of key personnel.
|
•
|
a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
|
•
|
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preference and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our Chief Executive Officer, our secretary, or a majority vote of our board of directors, which could
|
•
|
the requirement for the affirmative vote of holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our restated certificate of incorporation relating to the issuance of preferred stock and management of our business or our bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
|
•
|
the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and
|
•
|
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or not to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
179,507
|
|
|
$
|
141,738
|
|
|
$
|
120,066
|
|
|
$
|
91,278
|
|
|
$
|
55,302
|
|
Cost of revenue
|
|
$
|
42,937
|
|
|
$
|
33,396
|
|
|
$
|
24,510
|
|
|
$
|
18,475
|
|
|
$
|
12,256
|
|
Gross profit
|
|
$
|
136,570
|
|
|
$
|
108,342
|
|
|
$
|
95,556
|
|
|
$
|
72,803
|
|
|
$
|
43,046
|
|
Income (loss) from operations
|
|
$
|
(30,271
|
)
|
|
$
|
(22,843
|
)
|
|
$
|
(87,020
|
)
|
|
$
|
9,013
|
|
|
$
|
6,672
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
(35,870
|
)
|
|
$
|
(29,078
|
)
|
|
$
|
(90,150
|
)
|
|
$
|
7,304
|
|
|
$
|
5,211
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
91,905
|
|
|
$
|
20,793
|
|
|
$
|
23,867
|
|
|
$
|
19,048
|
|
|
$
|
6,877
|
|
Working capital (deficit)
|
|
$
|
100,656
|
|
|
$
|
15,122
|
|
|
$
|
(61,460
|
)
|
|
$
|
19,064
|
|
|
$
|
8,437
|
|
Total assets
|
|
$
|
186,980
|
|
|
$
|
93,794
|
|
|
$
|
76,794
|
|
|
$
|
55,433
|
|
|
$
|
36,198
|
|
Total debt
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
$
|
5,631
|
|
|
$
|
1,654
|
|
|
$
|
4,159
|
|
Deferred revenue, net-current and long-term
|
|
$
|
57,220
|
|
|
$
|
41,232
|
|
|
$
|
27,707
|
|
|
$
|
18,050
|
|
|
$
|
14,463
|
|
Redeemable convertible preferred stock
|
|
$
|
—
|
|
|
$
|
81,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible preferred stock
|
|
$
|
—
|
|
|
$
|
44,749
|
|
|
$
|
41,737
|
|
|
$
|
41,665
|
|
|
$
|
41,648
|
|
Total stockholders' equity (deficit)
|
|
$
|
96,565
|
|
|
$
|
(134,880
|
)
|
|
$
|
(111,892
|
)
|
|
$
|
(25,590
|
)
|
|
$
|
(34,829
|
)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
Net Change
|
|||||||||||||||
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
134,486
|
|
|
74.9
|
%
|
|
$
|
112,045
|
|
|
79.1
|
%
|
|
$
|
22,441
|
|
|
20.0
|
%
|
Services
|
45,021
|
|
|
25.1
|
%
|
|
29,693
|
|
|
20.9
|
%
|
|
15,328
|
|
|
51.6
|
%
|
|||
Total revenue
|
179,507
|
|
|
100.0
|
%
|
|
141,738
|
|
|
100.0
|
%
|
|
37,769
|
|
|
26.6
|
%
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Products
|
31,084
|
|
|
17.3
|
%
|
|
25,284
|
|
|
17.9
|
%
|
|
5,800
|
|
|
22.9
|
%
|
|||
Services
|
11,853
|
|
|
6.6
|
%
|
|
8,112
|
|
|
5.7
|
%
|
|
3,741
|
|
|
46.1
|
%
|
|||
Total cost of revenue
|
42,937
|
|
|
23.9
|
%
|
|
33,396
|
|
|
23.6
|
%
|
|
9,541
|
|
|
28.6
|
%
|
|||
Gross profit
|
136,570
|
|
|
76.1
|
%
|
|
108,342
|
|
|
76.4
|
%
|
|
28,228
|
|
|
26.1
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
96,837
|
|
|
53.9
|
%
|
|
70,756
|
|
|
49.9
|
%
|
|
26,081
|
|
|
36.9
|
%
|
|||
Research and development
|
49,903
|
|
|
27.8
|
%
|
|
33,348
|
|
|
23.5
|
%
|
|
16,555
|
|
|
49.6
|
%
|
|||
General and administrative
|
22,938
|
|
|
12.8
|
%
|
|
15,556
|
|
|
11.0
|
%
|
|
7,382
|
|
|
47.5
|
%
|
|||
Litigation expense (benefit)
|
(2,837
|
)
|
|
(1.6
|
)%
|
|
11,525
|
|
|
8.1
|
%
|
|
(14,362
|
)
|
|
(124.6
|
)%
|
|||
Total operating expenses
|
166,841
|
|
|
92.9
|
%
|
|
131,185
|
|
|
92.5
|
%
|
|
35,656
|
|
|
27.2
|
%
|
|||
Loss from operations
|
(30,271
|
)
|
|
(16.9
|
)%
|
|
(22,843
|
)
|
|
(16.1
|
)%
|
|
(7,428
|
)
|
|
(32.5
|
)%
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(1,028
|
)
|
|
(0.6
|
)%
|
|
(1,495
|
)
|
|
(1.1
|
)%
|
|
467
|
|
|
31.2
|
%
|
|||
Interest income and other income (expense), net
|
(1,914
|
)
|
|
(1.1
|
)%
|
|
(2,118
|
)
|
|
(101.5
|
)%
|
|
204
|
|
|
9.6
|
%
|
|||
Total other income (expense), net
|
(2,942
|
)
|
|
(1.6
|
)%
|
|
(3,613
|
)
|
|
(2.5
|
)%
|
|
671
|
|
|
18.6
|
%
|
|||
Loss before provision for income taxes
|
(33,213
|
)
|
|
(18.5
|
)%
|
|
(26,456
|
)
|
|
(18.6
|
)%
|
|
(6,757
|
)
|
|
(25.5
|
)%
|
|||
Provision for income taxes
|
1,507
|
|
|
0.8
|
%
|
|
640
|
|
|
0.5
|
%
|
|
867
|
|
|
135.5
|
%
|
|||
Net loss
|
$
|
(34,720
|
)
|
|
(19.3
|
)%
|
|
$
|
(27,096
|
)
|
|
(19.1
|
)%
|
|
$
|
(7,624
|
)
|
|
(28.1
|
)%
|
|
Years Ended December 31,
|
|
|
|
|
||||||||||||
|
2013
|
|
2012
|
|
Net Change
|
||||||||||||
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products
|
$
|
112,045
|
|
|
79.1%
|
|
$
|
99,891
|
|
|
83.2%
|
|
$
|
12,154
|
|
|
12.2%
|
Services
|
29,693
|
|
|
20.9%
|
|
20,175
|
|
|
16.8%
|
|
9,518
|
|
|
47.2%
|
|||
Total revenue
|
141,738
|
|
|
100.0%
|
|
120,066
|
|
|
100.0%
|
|
21,672
|
|
|
18.1%
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products
|
25,284
|
|
|
17.9%
|
|
18,619
|
|
|
15.5%
|
|
6,665
|
|
|
35.8%
|
|||
Services
|
8,112
|
|
|
5.7%
|
|
5,891
|
|
|
4.9%
|
|
2,221
|
|
|
37.7%
|
|||
Total cost of revenue
|
33,396
|
|
|
23.6%
|
|
24,510
|
|
|
20.4%
|
|
8,886
|
|
|
36.3%
|
|||
Gross profit
|
108,342
|
|
|
76.4%
|
|
95,556
|
|
|
79.6%
|
|
12,786
|
|
|
13.4%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
70,756
|
|
|
49.9%
|
|
51,323
|
|
|
42.7%
|
|
19,433
|
|
|
37.9%
|
|||
Research and development
|
33,348
|
|
|
23.5%
|
|
25,513
|
|
|
21.3%
|
|
7,835
|
|
|
30.7%
|
|||
General and administrative
|
15,556
|
|
|
11.0%
|
|
10,225
|
|
|
8.5%
|
|
5,331
|
|
|
52.1%
|
|||
Litigation expense (benefit)
|
11,525
|
|
|
8.1%
|
|
95,515
|
|
|
79.6%
|
|
(83,990
|
)
|
|
(87.9)%
|
|||
Total operating expenses
|
131,185
|
|
|
92.5%
|
|
182,576
|
|
|
152.2%
|
|
(51,391
|
)
|
|
(28.1)%
|
|||
Loss from operations
|
(22,843
|
)
|
|
(16.1)%
|
|
(87,020
|
)
|
|
(72.5)%
|
|
64,177
|
|
|
73.7%
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(1,495
|
)
|
|
(1.1)%
|
|
(135
|
)
|
|
(0.1)%
|
|
(1,360
|
)
|
|
(1,007.4)%
|
|||
Interest income and other income (expense), net
|
(2,118
|
)
|
|
(1.4)%
|
|
(2,237
|
)
|
|
(1.9)%
|
|
119
|
|
|
5.3%
|
|||
Total other income (expense), net
|
(3,613
|
)
|
|
(2.5)%
|
|
(2,372
|
)
|
|
(2.0)%
|
|
(1,241
|
)
|
|
(52.3)%
|
|||
Loss before provision for income taxes
|
(26,456
|
)
|
|
(18.7)%
|
|
(89,392
|
)
|
|
(74.5)%
|
|
62,936
|
|
|
70.4%
|
|||
Provision for income taxes
|
640
|
|
|
0.5%
|
|
758
|
|
|
0.6%
|
|
(118
|
)
|
|
(15.6)%
|
|||
Net loss
|
$
|
(27,096
|
)
|
|
(19.1)%
|
|
$
|
(90,150
|
)
|
|
(75.1)
|
|
$
|
63,054
|
|
|
69.9%
|
|
Years Ended December 31,
|
|
Net Change
|
||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percent
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||||
Products
|
$
|
134,486
|
|
|
$
|
112,045
|
|
|
$
|
22,441
|
|
|
20.0%
|
Services
|
45,021
|
|
|
29,693
|
|
|
15,328
|
|
|
51.6%
|
|||
Total revenue
|
$
|
179,507
|
|
|
$
|
141,738
|
|
|
$
|
37,769
|
|
|
26.6%
|
Revenue by geographic location:
|
|
|
|
|
|
|
|
|
|
||||
United States
|
$
|
85,325
|
|
|
$
|
68,127
|
|
|
$
|
17,198
|
|
|
25.2%
|
Japan
|
45,787
|
|
|
39,581
|
|
|
6,206
|
|
|
15.7%
|
|||
Asia Pacific, excluding Japan
|
20,434
|
|
|
15,052
|
|
|
5,382
|
|
|
35.8%
|
|||
EMEA
|
19,254
|
|
|
12,087
|
|
|
7,167
|
|
|
59.3%
|
|||
Other
|
8,707
|
|
|
6,891
|
|
|
1,816
|
|
|
26.4%
|
|||
Total revenue
|
$
|
179,507
|
|
|
$
|
141,738
|
|
|
$
|
37,769
|
|
|
26.6%
|
|
Years Ended December 31,
|
|
Net Change
|
||||||||||
|
2013
|
|
2012
|
|
Amount
|
|
Percent
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||||
Products
|
$
|
112,045
|
|
|
$
|
99,891
|
|
|
$
|
12,154
|
|
|
12.2%
|
Services
|
29,693
|
|
|
20,175
|
|
|
9,518
|
|
|
47.2%
|
|||
Total revenue
|
$
|
141,738
|
|
|
120,066
|
|
|
$
|
21,672
|
|
|
18.1%
|
|
Revenue by geographic location:
|
|
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
68,127
|
|
|
$
|
43,389
|
|
|
$
|
24,738
|
|
|
57.0%
|
Japan
|
39,581
|
|
|
58,653
|
|
|
(19,072
|
)
|
|
(32.5)%
|
|||
Asia Pacific, excluding Japan
|
15,052
|
|
|
10,315
|
|
|
4,737
|
|
|
45.9%
|
|||
EMEA
|
12,087
|
|
|
6,469
|
|
|
5,618
|
|
|
86.8%
|
|||
Other
|
6,891
|
|
|
1,240
|
|
|
5,651
|
|
|
455.7%
|
|||
Total revenue
|
$
|
141,738
|
|
|
$
|
120,066
|
|
|
$
|
21,672
|
|
|
18.1%
|
|
Years Ended December 31,
|
|
Net Change
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percent
|
|||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
31,084
|
|
|
$
|
25,284
|
|
|
$
|
5,800
|
|
|
22.9
|
%
|
Services
|
11,853
|
|
|
8,112
|
|
|
3,741
|
|
|
46.1
|
%
|
|||
Total cost of revenue
|
$
|
42,937
|
|
|
$
|
33,396
|
|
|
$
|
9,541
|
|
|
28.6
|
%
|
|
Years Ended December 31,
|
|
Net Change
|
|||||||||||
|
2013
|
|
2012
|
|
Amount
|
|
Percent
|
|||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
25,284
|
|
|
$
|
18,619
|
|
|
$
|
6,665
|
|
|
35.8
|
%
|
Services
|
8,112
|
|
|
5,891
|
|
|
2,221
|
|
|
37.7
|
%
|
|||
Total cost of revenue
|
$
|
33,396
|
|
|
$
|
24,510
|
|
|
$
|
8,886
|
|
|
36.3
|
%
|
|
Years Ended December 31,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Net Change
|
||||||||||||
|
Amount
|
|
Gross Margin
|
|
Amount
|
|
Gross Margin
|
|
Amount
|
|
Gross Margin
|
||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Products
|
$
|
103,402
|
|
|
76.9%
|
|
$
|
86,761
|
|
|
77.4%
|
|
$
|
16,641
|
|
|
(0.5)%
|
Services
|
33,168
|
|
|
73.7%
|
|
21,581
|
|
|
72.7%
|
|
11,587
|
|
|
1.0%
|
|||
Total gross profit
|
$
|
136,570
|
|
|
76.1%
|
|
$
|
108,342
|
|
|
76.4%
|
|
$
|
28,228
|
|
|
(0.3)%
|
|
Years Ended December 31,
|
|
|
||||||||||||||
|
2013
|
|
2012
|
|
Net Change
|
||||||||||||
|
Amount
|
|
Gross Margin
|
|
Amount
|
|
Gross Margin
|
|
Amount
|
|
Gross Margin
|
||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Products
|
$
|
86,761
|
|
|
77.4%
|
|
$
|
81,272
|
|
|
81.4%
|
|
$
|
5,489
|
|
|
(3.9)%
|
Services
|
21,581
|
|
|
72.7%
|
|
14,284
|
|
|
70.8%
|
|
7,297
|
|
|
1.9%
|
|||
Total gross profit
|
$
|
108,342
|
|
|
76.4%
|
|
$
|
95,556
|
|
|
79.6%
|
|
$
|
12,786
|
|
|
(3.2)%
|
|
Years Ended December 31,
|
|
Net Change
|
||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percent
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
$
|
96,837
|
|
|
$
|
70,756
|
|
|
$
|
26,081
|
|
|
36.9%
|
Research and development
|
49,903
|
|
|
33,348
|
|
|
16,555
|
|
|
49.6%
|
|||
General and administrative
|
22,938
|
|
|
15,556
|
|
|
7,382
|
|
|
47.5%
|
|||
Litigation expense (benefit)
|
(2,837
|
)
|
|
11,525
|
|
|
(14,362
|
)
|
|
(124.6)%
|
|||
Total operating expenses
|
$
|
166,841
|
|
|
$
|
131,185
|
|
|
$
|
35,656
|
|
|
27.2%
|
|
Years Ended December 31,
|
|
Net Change
|
||||||||||
|
2013
|
|
2012
|
|
Amount
|
|
Percent
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
$
|
70,756
|
|
|
$
|
51,323
|
|
|
$
|
19,433
|
|
|
37.9%
|
Research and development
|
33,348
|
|
|
25,513
|
|
|
7,835
|
|
|
30.7%
|
|||
General and administrative
|
15,556
|
|
|
10,225
|
|
|
5,331
|
|
|
52.1%
|
|||
Litigation expense (benefit)
|
11,525
|
|
|
95,515
|
|
|
(83,990
|
)
|
|
(87.9)%
|
|||
Total operating expenses
|
$
|
131,185
|
|
|
$
|
182,576
|
|
|
$
|
(51,391
|
)
|
|
(28.1)%
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities
|
$
|
(30,538
|
)
|
|
$
|
(25,133
|
)
|
|
$
|
3,213
|
|
Investing activities
|
(6,100
|
)
|
|
(2,993
|
)
|
|
(4,241
|
)
|
|||
Financing activities
|
107,750
|
|
|
25,052
|
|
|
5,847
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
71,112
|
|
|
$
|
(3,074
|
)
|
|
$
|
4,819
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than 5 Years
|
||||||||||
Operating lease obligations
|
$
|
10,736
|
|
|
$
|
2,963
|
|
|
$
|
4,123
|
|
|
$
|
3,362
|
|
|
$
|
288
|
|
Technology leasing agreement
|
700
|
|
|
140
|
|
|
280
|
|
|
280
|
|
|
—
|
|
|||||
Total
|
$
|
11,436
|
|
|
$
|
3,103
|
|
|
$
|
4,403
|
|
|
$
|
3,642
|
|
|
$
|
288
|
|
•
|
Persuasive evidence of an arrangement exists.
Evidence of an arrangement consists of a purchase order issued pursuant to the terms and conditions of a master sales agreement.
|
•
|
Delivery or performance has occurred.
We use shipping documents or written evidence of customer acceptance, when applicable, to verify delivery or performance. We recognize product revenue upon transfer of title and risk of loss, which primarily is upon shipment to customers. We do not have significant obligations for future performance, such as customer acceptance provisions, rights of return, or pricing credits, associated with our sales.
|
•
|
The sales price is fixed or determinable.
We assess whether the sales price is fixed or determinable based on payment terms and whether the sales price is subject to refund or adjustment. Standard payment terms to customers range from 30 to 90 days.
|
•
|
Collection is reasonably assured.
We assess probability of collection on a customer-by-customer basis. Our customers are subjected to a credit review process that evaluates their financial condition and ability to pay for products and services.
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
2014
|
|
June 30,
2014
|
|
September 30, 2014
|
|
December 31, 2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products
|
$
|
36,417
|
|
|
$
|
34,122
|
|
|
$
|
31,601
|
|
|
$
|
32,346
|
|
Services
|
9,328
|
|
|
11,010
|
|
|
11,827
|
|
|
12,856
|
|
||||
Total revenue
|
45,745
|
|
|
45,132
|
|
|
43,428
|
|
|
45,202
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products
|
7,427
|
|
|
7,410
|
|
|
8,818
|
|
|
7,429
|
|
||||
Services
|
2,626
|
|
|
2,930
|
|
|
2,935
|
|
|
3,362
|
|
||||
Total cost of revenue
|
10,053
|
|
|
10,340
|
|
|
11,753
|
|
|
10,791
|
|
||||
Gross profit
|
35,692
|
|
|
34,792
|
|
|
31,675
|
|
|
34,411
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
21,563
|
|
|
23,975
|
|
|
24,651
|
|
|
26,648
|
|
||||
Research and development
|
11,205
|
|
|
11,869
|
|
|
12,342
|
|
|
14,487
|
|
||||
General and administrative
|
5,363
|
|
|
5,531
|
|
|
5,141
|
|
|
6,903
|
|
||||
Litigation expense (benefit)
|
1,846
|
|
|
(5,859
|
)
|
|
910
|
|
|
266
|
|
||||
Total operating expenses
|
39,977
|
|
|
35,516
|
|
|
43,044
|
|
|
48,304
|
|
||||
Loss from operations
|
(4,285
|
)
|
|
(724
|
)
|
|
(11,369
|
)
|
|
(13,893
|
)
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(587
|
)
|
|
(125
|
)
|
|
(192
|
)
|
|
(124
|
)
|
||||
Interest income and other income (expense), net
|
(25
|
)
|
|
(138
|
)
|
|
(510
|
)
|
|
(1,241
|
)
|
||||
Total other income (expense), net
|
(612
|
)
|
|
(263
|
)
|
|
(702
|
)
|
|
(1,365
|
)
|
||||
Loss before provision for income taxes
|
(4,897
|
)
|
|
(987
|
)
|
|
(12,071
|
)
|
|
(15,258
|
)
|
||||
Provision for income taxes
|
205
|
|
|
309
|
|
|
233
|
|
|
760
|
|
||||
Net loss
|
(5,102
|
)
|
|
(1,296
|
)
|
|
(12,304
|
)
|
|
(16,018
|
)
|
||||
Accretion of redeemable convertible preferred stock dividend
|
(1,150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss attributable to common stockholders
|
$
|
(6,252
|
)
|
|
$
|
(1,296
|
)
|
|
$
|
(12,304
|
)
|
|
$
|
(16,018
|
)
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
2013
|
|
June 30,
2013
|
|
September 30, 2013
|
|
December 31, 2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products
|
$
|
23,269
|
|
|
$
|
23,064
|
|
|
$
|
32,263
|
|
|
$
|
33,449
|
|
Services
|
6,312
|
|
|
7,067
|
|
|
7,563
|
|
|
8,751
|
|
||||
Total revenue
|
29,581
|
|
|
30,131
|
|
|
39,826
|
|
|
42,200
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products
|
4,906
|
|
|
4,894
|
|
|
6,669
|
|
|
8,815
|
|
||||
Services
|
1,698
|
|
|
2,020
|
|
|
2,065
|
|
|
2,329
|
|
||||
Total cost of revenue
|
6,604
|
|
|
6,914
|
|
|
8,734
|
|
|
11,144
|
|
||||
Gross profit
|
22,977
|
|
|
23,217
|
|
|
31,092
|
|
|
31,056
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
15,589
|
|
|
15,723
|
|
|
18,276
|
|
|
21,168
|
|
||||
Research and development
|
7,772
|
|
|
8,336
|
|
|
8,517
|
|
|
8,723
|
|
||||
General and administrative
|
3,830
|
|
|
3,697
|
|
|
3,686
|
|
|
4,343
|
|
||||
Litigation expense (benefit)
|
3,404
|
|
|
4,800
|
|
|
1,683
|
|
|
1,638
|
|
||||
Total operating expenses
|
30,595
|
|
|
32,556
|
|
|
32,162
|
|
|
35,872
|
|
||||
Loss from operations
|
(7,618
|
)
|
|
(9,339
|
)
|
|
(1,070
|
)
|
|
(4,816
|
)
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(13
|
)
|
|
(33
|
)
|
|
(1,399
|
)
|
|
(50
|
)
|
||||
Interest income and other income (expense), net
|
(681
|
)
|
|
(683
|
)
|
|
(73
|
)
|
|
(681
|
)
|
||||
Total other income (expense), net
|
(694
|
)
|
|
(716
|
)
|
|
(1,472
|
)
|
|
(731
|
)
|
||||
Loss before provision for income taxes
|
(8,312
|
)
|
|
(10,055
|
)
|
|
(2,542
|
)
|
|
(5,547
|
)
|
||||
Provision for income taxes
|
221
|
|
|
158
|
|
|
207
|
|
|
54
|
|
||||
Net loss
|
(8,533
|
)
|
|
$
|
(10,213
|
)
|
|
(2,749
|
)
|
|
(5,601
|
)
|
|||
Accretion of redeemable convertible preferred stock dividend
|
—
|
|
|
$
|
(33
|
)
|
|
(755
|
)
|
|
(1,194
|
)
|
|||
Net loss attributable to common stockholders
|
$
|
(8,533
|
)
|
|
$
|
(10,246
|
)
|
|
$
|
(3,504
|
)
|
|
$
|
(6,795
|
)
|
|
Page
|
|
|
Consolidated Financial Statements:
|
|
|
Years Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
2012
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|||
Products
|
$
|
134,486
|
|
|
$
|
112,045
|
|
$
|
99,891
|
|
Services
|
45,021
|
|
|
29,693
|
|
20,175
|
|
|||
Total revenue
|
179,507
|
|
|
141,738
|
|
120,066
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|||
Products
|
31,084
|
|
|
25,284
|
|
18,619
|
|
|||
Services
|
11,853
|
|
|
8,112
|
|
5,891
|
|
|||
Total cost of revenue
|
42,937
|
|
|
33,396
|
|
24,510
|
|
|||
Gross profit
|
136,570
|
|
|
108,342
|
|
95,556
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
96,837
|
|
|
70,756
|
|
51,323
|
|
|||
Research and development
|
49,903
|
|
|
33,348
|
|
25,513
|
|
|||
General and administrative
|
22,938
|
|
|
15,556
|
|
10,225
|
|
|||
Litigation expense (benefit)
|
(2,837
|
)
|
|
11,525
|
|
95,515
|
|
|||
Total operating expenses
|
166,841
|
|
|
131,185
|
|
182,576
|
|
|||
Loss from operations
|
(30,271
|
)
|
|
(22,843
|
)
|
(87,020
|
)
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|||
Interest expense
|
(1,028
|
)
|
|
(1,495
|
)
|
(135
|
)
|
|||
Interest income and other income (expense), net
|
(1,914
|
)
|
|
(2,118
|
)
|
(2,237
|
)
|
|||
Total other income (expense), net
|
(2,942
|
)
|
|
(3,613
|
)
|
(2,372
|
)
|
|||
Loss before provision for income taxes
|
(33,213
|
)
|
|
(26,456
|
)
|
(89,392
|
)
|
|||
Provision for income taxes
|
1,507
|
|
|
640
|
|
758
|
|
|||
Net loss
|
$
|
(34,720
|
)
|
|
$
|
(27,096
|
)
|
$
|
(90,150
|
)
|
Accretion of redeemable convertible preferred stock dividend
|
(1,150
|
)
|
|
(1,982
|
)
|
—
|
|
|||
Net loss attributable to common stockholders
|
$
|
(35,870
|
)
|
|
$
|
(29,078
|
)
|
$
|
(90,150
|
)
|
Net loss per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(0.74
|
)
|
|
$
|
(3.14
|
)
|
$
|
(10.80
|
)
|
Diluted
|
$
|
(0.74
|
)
|
|
$
|
(3.14
|
)
|
$
|
(10.80
|
)
|
Weighted-average shares used in computing net loss per share attributable to common stockholders
|
|
|
|
|
|
|
|
|||
Basic
|
48,682
|
|
|
9,262
|
|
8,344
|
|
|||
Diluted
|
48,682
|
|
|
9,262
|
|
8,344
|
|
|
Redeemable Convertible Preferred Stock
|
|
Convertible
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity (Deficit)
|
|||||||||||||||
Balance at January 1, 2012
|
—
|
|
|
$
|
—
|
|
|
30,111
|
|
|
$
|
41,665
|
|
|
8,362
|
|
|
$
|
—
|
|
|
$
|
4,229
|
|
|
$
|
(29,819
|
)
|
|
$
|
(25,590
|
)
|
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
2,540
|
|
|
|
|
2,540
|
|
|||||||
Issuance of Series C convertible preferred stock upon exercise of Series C convertible preferred stock warrants for cash
|
—
|
|
|
—
|
|
|
11
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock issued under employee equity incentive plans, net of unvested portion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
941
|
|
|
—
|
|
|
599
|
|
|
—
|
|
|
599
|
|
||||||
Vesting of early exercise stock options, net of repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
709
|
|
|
—
|
|
|
709
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,150
|
)
|
|
(90,150
|
)
|
||||||
Balance at December 31, 2012
|
—
|
|
|
—
|
|
|
30,122
|
|
|
41,737
|
|
|
9,246
|
|
|
—
|
|
|
8,077
|
|
|
(119,969
|
)
|
|
(111,892
|
)
|
||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,282
|
|
|
—
|
|
|
4,282
|
|
||||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs
of $556 |
80
|
|
|
79,444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accretion of Series D redeemable convertible preferred stock dividend
|
—
|
|
|
1,982
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,982
|
)
|
|
—
|
|
|
(1,982
|
)
|
||||||
Issuance of Series C convertible preferred stock upon exercise of Series C convertible preferred stock warrants for cash
|
—
|
|
|
—
|
|
|
447
|
|
|
3,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock issued under employee equity incentive plans, net of unvested portion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
822
|
|
|
—
|
|
|
1,174
|
|
|
—
|
|
|
1,174
|
|
||||||
Vesting of early exercise stock options, net of repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
634
|
|
|
—
|
|
|
634
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,096
|
)
|
|
(27,096
|
)
|
||||||
Balance at December 31, 2013
|
80
|
|
|
81,426
|
|
|
30,569
|
|
|
44,749
|
|
|
10,032
|
|
|
—
|
|
|
12,185
|
|
|
(147,065
|
)
|
|
(134,880
|
)
|
||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,359
|
|
|
|
|
12,359
|
|
|||||||
Accretion of Series D redeemable convertible preferred stock dividend
|
—
|
|
|
1,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|
(1,150
|
)
|
||||||
Issuance of common stock in connection with initial public offering net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
120,286
|
|
|
—
|
|
|
120,286
|
|
||||||
Conversion of preferred stock to common stock in connection with initial public offering
|
(80
|
)
|
|
(82,576
|
)
|
|
(30,569
|
)
|
|
(44,749
|
)
|
|
39,997
|
|
|
1
|
|
|
127,324
|
|
|
—
|
|
|
127,325
|
|
||||||
Common issued under employee equity incentive plans, net of unvested portion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,352
|
|
|
—
|
|
|
6,574
|
|
|
—
|
|
|
6,574
|
|
||||||
Vesting of early exercise stock options, net of repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
771
|
|
|
—
|
|
|
771
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,720
|
)
|
|
(34,720
|
)
|
||||||
Balance at December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
61,377
|
|
|
$
|
1
|
|
|
$
|
278,349
|
|
|
$
|
(181,785
|
)
|
|
$
|
96,565
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(34,720
|
)
|
|
$
|
(27,096
|
)
|
|
$
|
(90,150
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
10,121
|
|
|
7,080
|
|
|
5,294
|
|
|||
Stock-based compensation
|
12,359
|
|
|
4,282
|
|
|
2,540
|
|
|||
Gain on settlement of contractual liability (Note 3)
|
(6,993
|
)
|
|
—
|
|
|
—
|
|
|||
Provision for doubtful accounts and sales returns
|
935
|
|
|
1,788
|
|
|
1,330
|
|
|||
Changes in fair value of convertible preferred stock warrant liability
|
—
|
|
|
2
|
|
|
804
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(17,281
|
)
|
|
(15,549
|
)
|
|
(7,340
|
)
|
|||
Inventory
|
(8,914
|
)
|
|
(8,489
|
)
|
|
(9,147
|
)
|
|||
Prepaid expenses and other assets
|
(3,017
|
)
|
|
1,588
|
|
|
(2,571
|
)
|
|||
Accounts payable
|
903
|
|
|
2,495
|
|
|
2,382
|
|
|||
Accrued liabilities
|
6,724
|
|
|
2,133
|
|
|
6,507
|
|
|||
Accrued litigation expenses
|
(6,066
|
)
|
|
(6,797
|
)
|
|
83,644
|
|
|||
Deferred revenue
|
15,989
|
|
|
13,525
|
|
|
9,657
|
|
|||
Other
|
(578
|
)
|
|
(95
|
)
|
|
263
|
|
|||
Net cash provided by (used in) operating activities
|
(30,538
|
)
|
|
(25,133
|
)
|
|
3,213
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(6,100
|
)
|
|
(2,993
|
)
|
|
(4,241
|
)
|
|||
Net cash used in investing activities
|
(6,100
|
)
|
|
(2,993
|
)
|
|
(4,241
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from initial public offering, net of offering costs
|
121,017
|
|
|
(656
|
)
|
|
—
|
|
|||
Proceeds from issuance of Series D redeemable convertible preferred stock, net of issuance costs
|
—
|
|
|
79,444
|
|
|
—
|
|
|||
Principal payments on convertible promissory note in relation to settlement of litigation
|
—
|
|
|
(70,000
|
)
|
|
—
|
|
|||
Proceeds from revolving credit facility
|
—
|
|
|
33,988
|
|
|
15,000
|
|
|||
Principal payments on revolving credit facility
|
(20,000
|
)
|
|
(20,000
|
)
|
|
(10,000
|
)
|
|||
Principal payments on term loan
|
—
|
|
|
(631
|
)
|
|
(1,023
|
)
|
|||
Proceeds from borrowings under capital lease
|
—
|
|
|
—
|
|
|
750
|
|
|||
Proceeds from exercise of convertible preferred stock warrants
|
—
|
|
|
813
|
|
|
20
|
|
|||
Proceeds from issuance of common stock under employee equity incentive plans, net of repurchases
|
7,030
|
|
|
2,392
|
|
|
1,271
|
|
|||
Other
|
(297
|
)
|
|
(298
|
)
|
|
(171
|
)
|
|||
Net cash provided by financing activities
|
107,750
|
|
|
25,052
|
|
|
5,847
|
|
|||
Net increase in cash and cash equivalents
|
71,112
|
|
|
(3,074
|
)
|
|
4,819
|
|
|||
Cash and cash equivalents—beginning of period
|
20,793
|
|
|
23,867
|
|
|
19,048
|
|
|||
Cash and cash equivalents—end of period
|
$
|
91,905
|
|
|
$
|
20,793
|
|
|
$
|
23,867
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for income taxes, net of refunds
|
$
|
1,108
|
|
|
$
|
698
|
|
|
$
|
1,723
|
|
Cash paid for interest
|
$
|
503
|
|
|
$
|
1,208
|
|
|
$
|
93
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Conversion of preferred stock into common stock
|
$
|
127,325
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Inventory transfers to property and equipment
|
$
|
5,379
|
|
|
$
|
5,638
|
|
|
$
|
3,400
|
|
Accretion of Series D redeemable convertible preferred stock
|
$
|
1,150
|
|
|
$
|
1,982
|
|
|
$
|
—
|
|
Vesting of early exercised stock options
|
$
|
771
|
|
|
$
|
654
|
|
|
$
|
709
|
|
Costs related to the initial public offering included in accounts payable and accrued liabilities
|
$
|
75
|
|
|
$
|
1,776
|
|
|
$
|
—
|
|
Issuance of convertible promissory note in relation to settlement of litigation
|
$
|
—
|
|
|
$
|
70,000
|
|
|
$
|
—
|
|
Reclassification of the convertible preferred stock warrant liability to additional paid-in
capital upon the exercise of the convertible preferred stock warrants |
$
|
—
|
|
|
$
|
2,199
|
|
|
$
|
52
|
|
|
•
|
Persuasive evidence of an arrangement exists.
Evidence of an arrangement consists of a purchase order issued pursuant to the terms and conditions of a master sales agreement.
|
•
|
Delivery or performance has occurred.
We use shipping documents or written evidence of customer acceptance, when applicable, to verify delivery or performance. We recognize product revenue upon transfer
|
•
|
The sales price is fixed or determinable.
We assess whether the sales price is fixed or determinable based on payment terms and whether the sales price is subject to refund or adjustment. Standard payment terms to customers range from 30 to 90 days.
|
•
|
Collection is reasonably assured.
We assess probability of collection on a customer-by-customer basis. Our customers are subjected to a credit review process that evaluates their financial condition and ability to pay for products and services.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Level 1
|
|
Total
|
|
Level 1
|
|
Total
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
51,047
|
|
|
$
|
51,047
|
|
|
$
|
14,029
|
|
|
$
|
14,029
|
|
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||
Fair value, beginning of period
|
$
|
—
|
|
|
$
|
2,197
|
|
|
$
|
1,445
|
|
Fair value of convertible preferred stock warrants exercised
|
—
|
|
|
(2,199
|
)
|
|
(52
|
)
|
|||
Changes in fair value of Level III liabilities
|
—
|
|
|
2
|
|
|
804
|
|
|||
Fair value, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,197
|
|
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||
Allowance for doubtful accounts, beginning balance
|
$
|
1,836
|
|
|
$
|
1,494
|
|
|
$
|
793
|
|
Charged to expenses
|
76
|
|
|
1,068
|
|
|
712
|
|
|||
Write-offs
|
(8
|
)
|
|
(726
|
)
|
|
(11
|
)
|
|||
Allowance for doubtful accounts, ending balance
|
$
|
1,904
|
|
|
$
|
1,836
|
|
|
$
|
1,494
|
|
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||
Sales return reserve, beginning balance
|
$
|
902
|
|
|
$
|
500
|
|
|
$
|
296
|
|
Charged to expenses
|
858
|
|
|
720
|
|
|
618
|
|
|||
Write-offs
|
(418
|
)
|
|
(318
|
)
|
|
(414
|
)
|
|||
Sales return reserve, ending balance
|
$
|
1,342
|
|
|
$
|
902
|
|
|
$
|
500
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Raw materials
|
$
|
9,922
|
|
|
$
|
10,625
|
|
Finished goods
|
10,779
|
|
|
6,541
|
|
||
Total inventory
|
$
|
20,701
|
|
|
$
|
17,166
|
|
|
Estimated Useful Life
(in Years)
|
December 31,
2014 |
|
December 31,
2013 |
||||
Equipment
|
1-3
|
$
|
30,486
|
|
|
$
|
21,188
|
|
Software
|
1-3
|
3,197
|
|
|
2,479
|
|
||
Leasehold improvements
|
Lesser of the term of the lease or the estimated useful life
|
1,780
|
|
|
1,325
|
|
||
Furniture and fixtures
|
3
|
860
|
|
|
777
|
|
||
Construction in progress
|
—
|
201
|
|
|
123
|
|
||
Property and equipment, gross
|
|
36,524
|
|
|
25,892
|
|
||
Less: accumulated depreciation and amortization
|
|
(25,744
|
)
|
|
(16,091
|
)
|
||
Total property and equipment, net
|
|
$
|
10,780
|
|
|
$
|
9,801
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Deferred revenue:
|
|
|
|
||||
Products
|
$
|
2,379
|
|
|
$
|
3,170
|
|
Services
|
54,841
|
|
|
38,062
|
|
||
Total deferred revenue
|
57,220
|
|
|
41,232
|
|
||
Less: current portion
|
(39,256
|
)
|
|
(28,448
|
)
|
||
Non-current portion
|
$
|
17,964
|
|
|
$
|
12,784
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Accrued compensation and benefits
|
$
|
14,447
|
|
|
$
|
9,015
|
|
Accrued tax liabilities
|
2,554
|
|
|
2,156
|
|
||
Other
|
5,289
|
|
|
4,343
|
|
||
Total accrued liabilities
|
$
|
22,290
|
|
|
$
|
15,514
|
|
Year Ending December 31,
|
|
Operating Leases
|
|
Technology Licensing Agreements
|
|
Minimum Future Lease Payments
|
||||||
2015
|
|
$
|
2,963
|
|
|
$
|
140
|
|
|
$
|
3,103
|
|
2016
|
|
2,273
|
|
|
140
|
|
|
2,413
|
|
|||
2017
|
|
1,850
|
|
|
140
|
|
|
1,990
|
|
|||
2018
|
|
1,681
|
|
|
140
|
|
|
1,821
|
|
|||
2019
|
|
1,681
|
|
|
140
|
|
|
1,821
|
|
|||
Thereafter
|
|
288
|
|
|
—
|
|
|
288
|
|
|||
|
|
$
|
10,736
|
|
|
$
|
700
|
|
|
$
|
11,436
|
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||
Conversion of outstanding Series A convertible preferred stock
|
—
|
|
|
8,913
|
|
Conversion of outstanding Series B convertible preferred stock
|
—
|
|
|
7,015
|
|
Conversion of outstanding Series C convertible preferred stock
|
—
|
|
|
14,641
|
|
Conversion of outstanding Series D redeemable convertible preferred stock
|
—
|
|
|
9,428
|
|
Outstanding stock options and RSUs
|
14,012
|
|
|
9,971
|
|
Shares reserved for future option grants
|
1,344
|
|
|
1,435
|
|
|
15,356
|
|
|
51,403
|
|
|
March 21, 2014
|
||||||||||||
|
Shares Authorized
|
|
Shares Issued and Outstanding
|
|
Net Carrying Value
|
|
Aggregated Liquidation Preference
|
||||||
Convertible Preferred Stock
|
|
|
|
|
|
|
|
||||||
Series A
|
8,913
|
|
|
8,913
|
|
|
$
|
6,625
|
|
|
$
|
6,685
|
|
Series B
|
7,015
|
|
|
7,015
|
|
|
8,922
|
|
|
8,945
|
|
||
Series C
|
14,641
|
|
|
14,641
|
|
|
29,202
|
|
|
27,254
|
|
||
Total convertible preferred stock
|
30,569
|
|
|
30,569
|
|
|
$
|
44,749
|
|
|
$
|
42,884
|
|
|
|
|
|
|
|
|
|
||||||
Redeemable Convertible Preferred Stock
|
|
|
|
|
|
|
|
||||||
Series D
|
115
|
|
|
80
|
|
|
$
|
82,576
|
|
|
$
|
80,000
|
|
|
December 31, 2013
|
||||||||||||
|
Shares Authorized
|
|
Shares Issued and Outstanding
|
|
Net Carrying Value
|
|
Aggregated Liquidation Preference
|
||||||
Convertible Preferred Stock
|
|
|
|
|
|
|
|
||||||
Series A
|
8,913
|
|
|
8,913
|
|
|
$
|
6,625
|
|
|
$
|
6,685
|
|
Series B
|
7,015
|
|
|
7,015
|
|
|
8,922
|
|
|
8,945
|
|
||
Series C
|
14,641
|
|
|
14,641
|
|
|
29,202
|
|
|
27,254
|
|
||
Total convertible preferred stock
|
30,569
|
|
|
30,569
|
|
|
$
|
44,749
|
|
|
$
|
42,884
|
|
|
|
|
|
|
|
|
|
||||||
Redeemable Convertible Preferred Stock
|
|
|
|
|
|
|
|
||||||
Series D
|
115
|
|
|
80
|
|
|
$
|
81,426
|
|
|
$
|
80,000
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Stock-based compensation by type of award:
|
|
|
|
|
|
||||||
Stock options
|
$
|
5,852
|
|
|
$
|
4,282
|
|
|
$
|
2,540
|
|
Restricted stock units
|
3,217
|
|
|
—
|
|
|
—
|
|
|||
Employee stock purchase plan
|
3,290
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
12,359
|
|
|
$
|
4,282
|
|
|
$
|
2,540
|
|
|
|
|
|
|
|
||||||
Stock-based compensation by category of expense:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
1,063
|
|
|
$
|
162
|
|
|
$
|
87
|
|
Sales and marketing
|
5,829
|
|
|
2,228
|
|
|
1,316
|
|
|||
Research and development
|
3,932
|
|
|
1,356
|
|
|
776
|
|
|||
General and administrative
|
1,535
|
|
|
536
|
|
|
361
|
|
|||
Total stock-based compensation
|
$
|
12,359
|
|
|
$
|
4,282
|
|
|
$
|
2,540
|
|
|
|
Number of Shares Underlying Outstanding Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding as of December 31, 2013
|
|
9,971
|
|
|
$
|
4.14
|
|
|
7.9
|
|
|
|
|
Granted
|
|
4,262
|
|
|
$
|
7.05
|
|
|
|
|
|
|
|
Exercised
|
|
(1,979
|
)
|
|
$
|
2.55
|
|
|
|
|
|
|
|
Canceled
|
|
(1,170
|
)
|
|
$
|
7.61
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2014
|
|
11,084
|
|
|
$
|
5.18
|
|
|
7.9
|
|
$
|
8,098
|
|
Vested and expected to vest as of December 31, 2014
|
|
10,413
|
|
|
$
|
5.11
|
|
|
7.8
|
|
$
|
8,093
|
|
Vested and exercisable as of December 31, 2014
|
|
4,654
|
|
|
$
|
3.41
|
|
|
6.2
|
|
$
|
7,824
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Total fair value of options granted
|
$
|
11,683
|
|
|
$
|
13,866
|
|
|
$
|
4,468
|
|
Weighted average fair value of options granted
|
$
|
2.79
|
|
|
$
|
3.28
|
|
|
$
|
1.96
|
|
Intrinsic value of options exercised
|
$
|
14,863
|
|
|
$
|
3,390
|
|
|
$
|
2,581
|
|
|
Years Ended December 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Expected term (in years)
|
4.54-5.50
|
|
6.02-6.08
|
|
6.08
|
Risk-free interest rate
|
1.73%-1.83%
|
|
1.12%-1.76%
|
|
0.82 %-1.10%
|
Expected volatility
|
37.9%-47.0%
|
|
45.0%-47.0%
|
|
46%
|
Dividend rate
|
—%
|
|
—%
|
|
—%
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregated Intrinsic Value
|
|||||
Outstanding as of December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Granted
|
2,540
|
|
|
$
|
9.05
|
|
|
|
|
|
||
Released
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Canceled
|
(152
|
)
|
|
$
|
10.40
|
|
|
|
|
|
||
Outstanding as of December 31, 2014
|
2,388
|
|
|
$
|
8.97
|
|
|
2.5
|
|
$
|
10,411
|
|
|
Year Ended December 31, 2014
|
Expected term (in years)
|
2.82
|
Risk-free interest rate
|
1.40%
|
Expected volatility
|
36.2%
|
Dividend rate
|
—%
|
|
Year Ended December 31, 2014
|
Expected term (in years)
|
1.3
|
Risk-free interest rate
|
0.26%
|
Expected volatility
|
27.4%
|
Dividend rate
|
—%
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Basic and diluted net loss per share attributable to common stockholders
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss attributable to common stockholders
|
$
|
(35,870
|
)
|
|
$
|
(29,078
|
)
|
|
$
|
(90,150
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding - basic
|
48,682
|
|
|
9,262
|
|
|
8,344
|
|
|||
Effect of dilutive potential common shares
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average shares outstanding - diluted
|
48,682
|
|
|
9,262
|
|
|
8,344
|
|
|||
Net loss per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(0.74
|
)
|
|
$
|
(3.14
|
)
|
|
$
|
(10.80
|
)
|
|
Years Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Redeemable convertible preferred stock and convertible preferred stock (on an as if converted basis)
|
—
|
|
|
34,462
|
|
|
30,112
|
|
Stock options, restricted stock units and employee stock purchase plan
|
6,415
|
|
|
8,498
|
|
|
6,932
|
|
Common stock subject to repurchase
|
196
|
|
|
341
|
|
|
474
|
|
Convertible preferred stock warrants
|
—
|
|
|
44
|
|
|
461
|
|
|
6,611
|
|
|
43,345
|
|
|
37,979
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic loss
|
$
|
(35,593
|
)
|
|
$
|
(28,313
|
)
|
|
$
|
(90,694
|
)
|
Foreign income
|
2,380
|
|
|
1,857
|
|
|
1,302
|
|
|||
Loss before provisions for income taxes
|
$
|
(33,213
|
)
|
|
$
|
(26,456
|
)
|
|
$
|
(89,392
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current provision for income taxes:
|
|
|
|
|
|
||||||
State
|
$
|
24
|
|
|
$
|
33
|
|
|
$
|
37
|
|
Foreign
|
1,054
|
|
|
599
|
|
|
736
|
|
|||
Total current
|
1,078
|
|
|
632
|
|
|
773
|
|
|||
Deferred tax benefits:
|
|
|
|
|
|
||||||
Foreign
|
429
|
|
|
8
|
|
|
(15
|
)
|
|||
Total deferred
|
429
|
|
|
8
|
|
|
(15
|
)
|
|||
Provision for income taxes
|
$
|
1,507
|
|
|
$
|
640
|
|
|
$
|
758
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Tax at statutory rate
|
$
|
(11,292
|
)
|
|
$
|
(8,995
|
)
|
|
$
|
(30,393
|
)
|
State tax - Net of federal benefits
|
16
|
|
|
22
|
|
|
24
|
|
|||
Foreign rate differential
|
231
|
|
|
(115
|
)
|
|
199
|
|
|||
Changes in valuation allowance
|
10,547
|
|
|
8,051
|
|
|
29,649
|
|
|||
Stock compensation
|
1,041
|
|
|
1,230
|
|
|
751
|
|
|||
Other permanent items
|
513
|
|
|
346
|
|
|
448
|
|
|||
Expenses for uncertain tax positions
|
330
|
|
|
90
|
|
|
86
|
|
|||
Other
|
121
|
|
|
11
|
|
|
(6
|
)
|
|||
Provision for income taxes
|
$
|
1,507
|
|
|
$
|
640
|
|
|
$
|
758
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
41,941
|
|
|
$
|
35,898
|
|
Research and development credits, net of uncertain tax positions
|
7,064
|
|
|
5,445
|
|
||
Accruals, reserves, and other
|
12,526
|
|
|
10,047
|
|
||
Stock-based compensation
|
1,585
|
|
|
222
|
|
||
Depreciation and amortization
|
2,379
|
|
|
1,099
|
|
||
Gross deferred tax assets
|
65,495
|
|
|
52,711
|
|
||
Valuation allowance
|
(63,620
|
)
|
|
(52,413
|
)
|
||
Total deferred tax assets
|
1,875
|
|
|
298
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Others
|
(1,167
|
)
|
|
(19
|
)
|
||
Total deferred tax liabilities
|
(1,167
|
)
|
|
(19
|
)
|
||
Net deferred tax assets
|
$
|
708
|
|
|
$
|
279
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Gross unrecognized tax benefits—beginning balance
|
$
|
1,846
|
|
|
$
|
1,463
|
|
|
$
|
1,348
|
|
Increases related to tax positions from prior years
|
340
|
|
|
—
|
|
|
—
|
|
|||
Increases related to tax positions taken during current year
|
278
|
|
|
383
|
|
|
115
|
|
|||
Decreases related to tax positions taken during the current year
|
(269
|
)
|
|
—
|
|
|
—
|
|
|||
Gross unrecognized tax benefits—ending balance
|
$
|
2,195
|
|
|
$
|
1,846
|
|
|
$
|
1,463
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
85,325
|
|
|
$
|
68,127
|
|
|
$
|
43,389
|
|
Japan
|
45,787
|
|
|
39,581
|
|
|
58,653
|
|
|||
Asia Pacific, excluding Japan
|
20,434
|
|
|
15,052
|
|
|
10,315
|
|
|||
EMEA
|
19,254
|
|
|
12,087
|
|
|
6,469
|
|
|||
Other
|
8,707
|
|
|
6,891
|
|
|
1,240
|
|
|||
Total revenue
|
$
|
179,507
|
|
|
$
|
141,738
|
|
|
$
|
120,066
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
United States
|
$
|
9,702
|
|
|
$
|
8,599
|
|
Japan
|
247
|
|
|
572
|
|
||
Asia Pacific, excluding Japan
|
1,724
|
|
|
1,657
|
|
||
EMEA
|
104
|
|
|
34
|
|
||
Total property and equipment, net and intangible assets, net
|
$
|
11,777
|
|
|
$
|
10,862
|
|
1.
|
Consolidated Financial Statements:
|
|
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K.
|
|
All other schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.
|
2.
|
Exhibits:
|
|
The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
|
|
A10 NETWORKS, INC.
|
|
By: /s/ Lee Chen
|
|
Lee Chen
|
|
Chief Executive Officer and President
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
/s/ Lee Chen
|
|
Chief Executive Officer, President and Director
|
|
March 10, 2015
|
Lee Chen
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Greg Straughn
|
|
Chief Financial Officer
|
|
March 10, 2015
|
Greg Straughn
|
|
(Principal Accounting and Financial Officer)
|
|
|
|
|
|
|
|
/s/ Robert Cochran
|
|
Vice President, Legal and Corporate Collaboration
|
|
March 10, 2015
|
Robert Cochran
|
|
and Secretary and Director
|
|
|
|
|
|
|
|
/s/ Peter Y. Chung
|
|
Director
|
|
March 10, 2015
|
Peter Y. Chung
|
|
|
|
|
|
|
|
|
|
/s/ Alan S. Henricks
|
|
Director
|
|
March 10, 2015
|
Alan S. Henricks
|
|
|
|
|
|
|
|
|
|
/s/ Phillip J. Salsbury
|
|
Director
|
|
March 10, 2015
|
Phillip J. Salsbury
|
|
|
|
|
Exhibit
Number |
|
|
|
Incorporated By Reference
|
||||||
|
Description
|
|
Form
|
|
File No,
|
|
Exhibit
|
|
File Date
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Registrant
|
|
S-1/A
|
|
333-194015
|
|
3.1
|
|
March 10, 2014
|
3.2
|
|
Amended and Restated Bylaws of the Registrant
|
|
S-1/A
|
|
333-194015
|
|
3.2
|
|
March 10, 2014
|
4.1
|
|
Form of common stock certificate of the Registrant.
|
|
S-1/A
|
|
333-194015
|
|
4.1
|
|
March 10, 2014
|
4.2
|
|
Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, amended as of October 4, 2013.
|
|
S-1/A
|
|
333-194015
|
|
4.2
|
|
March 10, 2014
|
10.1*
|
|
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
|
|
S-1/A
|
|
333-194015
|
|
10.1
|
|
March 10, 2014
|
10.2*
|
|
2004 Stock Plan and forms of agreements thereunder
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
May 13, 2014
|
10.3*
|
|
2008 Stock Plan and forms of agreements thereunder
|
|
10-Q
|
|
001-36343
|
|
10.2
|
|
May 13, 2014
|
10.4*
|
|
2014 Equity Incentive Plan and forms of agreements thereunder
|
|
10-Q
|
|
001-36343
|
|
10.3
|
|
May 13, 2014
|
10.5*
|
|
2014 Equity Stock Purchase Plan and forms of agreements thereunder
|
|
S-1/A
|
|
333-194015
|
|
10.5
|
|
March 10, 2014
|
10.6*
|
|
Form of Stock Option Agreement pursuant to the 2008 Stock Plan
|
|
10-Q
|
|
001-36343
|
|
10.2
|
|
August 4, 2014
|
10.7*
|
|
Form of Stock Option Agreement- Early Exercise pursuant to the 2008 Stock Plan
|
|
10-Q
|
|
001-36343
|
|
10.3
|
|
August 4, 2014
|
10.8*
|
|
Form of Stock Option Agreement pursuant to the 2014 Equity Incentive Plan
|
|
10-Q
|
|
001-36343
|
|
10.4
|
|
August 4, 2014
|
10.9*
|
|
Form of Restricted Stock Unit Agreement pursuant to the 2014 Equity Incentive Plan
|
|
10-Q
|
|
001-36343
|
|
10.5
|
|
August 4, 2014
|
10.10*
|
|
Offer Letter, dated July 30, 2004, by and between the Registrant and Lee Chen.
|
|
S-1/A
|
|
333-194015
|
|
10.6
|
|
March 10, 2014
|
10.11*
|
|
Offer Letter, dated November 3, 2008, by and between the Registrant and Rajkumar Jalan.
|
|
S-1/A
|
|
333-194015
|
|
10.7
|
|
March 10, 2014
|
10.12*
|
|
Offer Letter, dated May 31, 2011, by and between the Registrant and Greg Straughn.
|
|
S-1/A
|
|
333-194015
|
|
10.8
|
|
March 10, 2014
|
10.13*
|
|
Offer Letter, dated January 4, 2012, by and between the Registrant and Robert Cochran.
|
|
S-1/A
|
|
333-194015
|
|
10.9
|
|
March 10, 2014
|
10.14*
|
|
Offer Letter, dated July 18, 2013, by and between the Registrant and Ray Smets.
|
|
S-1/A
|
|
333-194015
|
|
10.10
|
|
March 10, 2014
|
10.15*
|
|
Offer Letter, dated August 28, 2013, by and between the Registrant and Jason Matlof.
|
|
S-1/A
|
|
333-194015
|
|
10.11
|
|
March 10, 2014
|
10.16
|
|
Reseller Agreement, dated April 2, 2009, by and between the Registrant and NEC Corporation.
|
|
S-1/A
|
|
333-194015
|
|
10.12
|
|
February 18, 2014
|
10.17
|
|
First Amendment to Reseller Agreement, dated May 19, 2011, by and between the Registrant and NEC Corporation.
|
|
S-1/A
|
|
333-194015
|
|
10.13
|
|
February 18, 2014
|
10.18
|
|
Second Amendment to Reseller Agreement, dated April 1, 2011, by and between the Registrant and NEC Corporation.
|
|
S-1/A
|
|
333-194015
|
|
10.14
|
|
February 18, 2014
|
10.19
|
|
Third Amendment to Reseller Agreement, dated April 1, 2011, by and between the Registrant and NEC Corporation.
|
|
S-1/A
|
|
333-194015
|
|
10.15
|
|
February 18, 2014
|
10.20
|
|
Fourth Amendment to Reseller Agreement, dated October 3, 2011, by and between the Registrant and NEC Corporation.
|
|
S-1/A
|
|
333-194015
|
|
10.16
|
|
February 18, 2014
|
10.21
|
|
Fifth Amendment to Reseller Agreement, dated April 2, 2012, by and between the Registrant and NEC Corporation.
|
|
S-1/A
|
|
333-194015
|
|
10.17
|
|
February 18, 2014
|
Exhibit
Number |
|
|
|
Incorporated By Reference
|
||||||
|
Description
|
|
Form
|
|
File No,
|
|
Exhibit
|
|
File Date
|
|
10.22
|
|
Sixth Amendment to Reseller Agreement, dated November 29, 2012, by and between the Registrant and NEC Corporation.
|
|
S-1/A
|
|
333-194015
|
|
10.18
|
|
February 18, 2014
|
10.23
|
|
Seventh Amendment to Reseller Agreement, dated April 9, 2013, by and between the Registrant and NEC Corporation.
|
|
S-1/A
|
|
333-194015
|
|
10.19
|
|
February 18, 2014
|
10.24
|
|
Eighth Amendment to Reseller Agreement, dated October 22, 2013, by and between the Registrant and NEC Corporation.
|
|
S-1/A
|
|
333-194015
|
|
10.20
|
|
February 18, 2014
|
10.25
|
|
Ninth Amendment to Reseller Agreement, executed on April 22, 2014, by and between the Registrant and NEC Corporation
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
August 4, 2014
|
10.26
|
|
Manufacturing Services Agreement, dated December 8, 2006, by and between the Registrant and Lanner Electronics (USA).
|
|
S-1/A
|
|
333-194015
|
|
10.21
|
|
February 18, 2014
|
10.27
|
|
Amendment No. 1 to Manufacturing Services Agreement, dated June 27, 2013, by and between the Registrant and Lanner Electronics (USA).
|
|
S-1/A
|
|
333-194015
|
|
10.22
|
|
February 18, 2014
|
10.28
|
|
Contract Manufacturer Agreement, dated July 1, 2008, by and between the Registrant and AEWIN Technologies, Inc.
|
|
S-1/A
|
|
333-194015
|
|
10.23
|
|
February 18, 2014
|
10.29
|
|
Credit Agreement, dated as of September 30, 2013, among the Registrant, Royal Bank of Canada, as lender and administrative agent, and JPMorgan Chase Bank, N.A., and Bank of America, N.A., as lenders.
|
|
S-1/A
|
|
333-194015
|
|
10.24
|
|
March 10, 2014
|
10.30*
|
|
Form of Change in Control and Severance Agreement.
|
|
S-1/A
|
|
333-194015
|
|
10.25
|
|
March 10, 2014
|
10.31
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
32.1 **
|
|
|
|
|
|
|
|
|
|
|
32.2 **
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
*
|
Indicates a management contract or compensatory plan.
|
**
|
The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10‑K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of A10 Networks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10‑K, irrespective of any general incorporation language contained in such filing.
|
(1)
|
EXTENSION OF TERM
|
AEWIN:
|
A10 Networks:
|
AEWIN TECHNOLOGIES, INC.
|
A10 NETWORKS, INC.
|
By:
|
By:
|
Name: Alec Ku
|
Name: Robert Cochran
|
Title: Chief Financial Officer
|
Title: Vice President, Legal and Corporate Collaboration
|
Date: June 30, 2014
|
Date: June 30, 2014
|
Legal Name
|
|
State or Jurisdiction of Incorporation or Organization
|
|
|
|
A10 Networks, Anguilla, Ltd.
|
|
Anguilla
|
A10 Networks (Australia) Pty Ltd.
|
|
Australia
|
A10 Networks Government, Inc.
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Delaware
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A10 Networks Inc. (Beijing)
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China
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A10 Networks, Inc. - Taiwan
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Taiwan, Republic of China
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A10 Networks India Private Limited
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India
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A10 Networks Israel Ltd.
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Israel
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A10 Networks, KK
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Japan
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A10 Networks Limited
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United Kingdom
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A10 Networks Singapore Pte. Ltd.
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Singapore
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Shanghai A10 Networks Technology Co., Ltd.
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China
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1.
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I have reviewed this Annual Report on Form 10-K of A10 Networks, Inc. for the year ended
December 31, 2014
;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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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;
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(b)
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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
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(c)
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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
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5.
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The registrant’s other certifying officer(s) 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):
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(a)
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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
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(b)
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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.
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Date:
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March 10, 2015
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By: /s/ Lee Chen
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Lee Chen
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President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of A10 Networks, Inc. for the year ended
December 31, 2014
;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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(a)
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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;
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(b)
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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
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(c)
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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
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5.
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The registrant’s other certifying officer(s) 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):
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(a)
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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
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(b)
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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.
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Date:
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March 10, 2015
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By: /s/ Greg Straughn
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Greg Straughn
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 10, 2015
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By: /s/ Lee Chen
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Lee Chen
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President and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 10, 2015
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By: /s/ Greg Straughn
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Greg Straughn
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Chief Financial Officer
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