|
|
|
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.)
|
3 West Plumeria Drive, San Jose, California 95134
|
||
(Address of Principal Executive Offices and Zip Code)
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $.00001 Par Value
|
|
New York Stock Exchange
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
x
|
|
A10 NETWORKS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2018
TABLE OF CONTENTS
|
||
|
|
Page
|
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
||
Item 15.
|
||
Item 16.
|
||
•
|
our ability to provide customers with improved benefits relating to their applications;
|
•
|
our ability to maintain an adequate rate of revenue growth;
|
•
|
our ability to successfully anticipate market needs and opportunities;
|
•
|
our business plan and our ability to effectively manage our growth;
|
•
|
our ability to timely file financial, periodic and current reports required by the Exchange Act;
|
•
|
loss or delay of expected purchases by our largest end-customers;
|
•
|
our ability to further penetrate our existing customer base;
|
•
|
our ability to displace existing products in established markets;
|
•
|
continued growth in markets relating to network security;
|
•
|
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;
|
•
|
the timing and amount of our subscription revenue;
|
•
|
our expectations concerning relationships with third parties;
|
•
|
the attraction and retention of qualified employees and key personnel;
|
•
|
our ability to achieve or maintain profitability while continuing to invest in our sales, marketing and research and development teams;
|
•
|
variations in product mix or geographic locations of our sales;
|
•
|
fluctuations in currency exchange rates;
|
•
|
increased cost requirements of being a public company and future sales of substantial amounts of our common stock in the public markets;
|
•
|
the cost and potential outcomes of litigation;
|
•
|
our ability to maintain, protect, and enhance our brand and intellectual property;
|
•
|
future acquisitions of or investments in complementary companies, products, services or technologies;
|
•
|
our ability to effectively integrate operations of entities we have acquired or may acquire; and
|
•
|
actions relating to the remediation of identified material weaknesses.
|
•
|
Ability to Centrally Manage Traditional and Cloud Environments.
As more applications are born in the cloud, and they operate alongside traditional applications supported by on-premise and appliance-based data centers, application delivery and security solutions will be called upon to span traditional and cloud-based environments. In doing so, solutions must centrally control and manage secure application services across any combination of traditional data centers and a myriad of different clouds. To support data centers and different cloud types, solutions require a variety of form factors; hardware, software (i.e. virtual, bare metal and containers) and cloud-based offerings.
|
•
|
Clear
Visibility and
Sophisticated
Analytics.
The effectiveness of application performance and security depends greatly on the level of visibility a business has into its application traffic. That visibility must be able to span any number of data centers and cloud types to ensure a holistic view of security threats and performance issues affecting applications. The deeper and clearer the visibility, the better the analytics and actionable information that can be applied to enhancing application performance and protection. Secure application service solutions must be driven by solid visibility and per-app analytics.
|
•
|
Ability to Scale.
Performance and security at scale are paramount in today’s dynamic application environments. Solutions need to analyze application traffic quickly and enhance performance and security in traditional and cloud-based application environments in a centrally managed manner. With the rapid adoption of IoT devices, and the advent of 5G, we believe scale will become imperative.
|
•
|
Sophisticated Security Functionality.
Secure application service solutions must detect and mitigate sophisticated cybersecurity threats, such as malicious threats hiding in encrypted traffic and DDoS attacks. To defend against the rising volume of sophisticated cyber-attacks, solutions require exceptional performance and scale without dramatically increasing footprint and total cost of ownership.
|
1.
|
Thunder Application Delivery Controller.
Thunder ADC provides advanced server load balancing, including global server load balancing, high availability, aFleX scripting, aVCS, ADP multi-tenancy, SSL, offload, acceleration, caching and compression, web application firewall (“WAF”), domain name server (“DNS”) application firewall (“DAF”) and others. ADCs are typically deployed in front of a server farm within a data center, including web, application and database servers.
|
2.
|
Lightning Application Delivery Controller.
Lightning ADC services ADC functionality in the cloud, increasing the agility and reducing costs for customers. Introduced after the acquisition of Appcito, Inc. (“Appcito”) in 2016, Lightning ADC is a cloud-native software-as-a-service (“SaaS”) platform designed to boost the delivery and security of applications and microservices across public, private and hybrid clouds, enabling ADC-as-a-service. Central to the Lightning ADC is the SaaS-based A10 Harmony Controller, which provides central management, policy configuration, and a big data repository and analytics engine.
|
3.
|
Thunder Carrier Grade Networking
. Thunder CGN extends the life of increasingly scarce IPv4 address blocks and their associated infrastructure using Carrier-Grade network address translation (“CGNAT”), and also provides translation solutions to the IPv6 addressing standard. Our CGN solution is typically deployed in service provider networks to provide standards-compliant address and protocol translation services between varying types of IP addresses, and has been successfully implemented by many large service providers around the world.
|
4.
|
Thunder Threat Protection System
. Thunder TPS solution provides high-volume, large-scale protection for customers’ networks and server resources against massive DDoS attacks. TPS is typically deployed at the perimeter of the networks to protect internal network resources from large-scale, volumetric and multi-vector attacks. In 2017, we enhanced the TPS solution with the launch of a dedicated detector function, improved workflow and automation in aGalaxy TPS. In 2018 we enhanced our TPS detection capabilities with the One-DDoS solution, which enables Thunder ADC, CGN, and CFW solutions to act as in-line detectors, to enhance application and infrastructure detection. We also added TPS Dynamic Attack Pattern Recognition (DAPR) for
|
5.
|
Thunder SSL Insight.
Thunder SSLi eliminates the inherent blind spots created by SSL encryption by offloading CPU-intensive SSL decryption functions that enable security devices to inspect and remove malware within encrypted traffic. Thunder SSLi decrypts SSL-encrypted traffic and forwards it to a third-party security device, such as a firewall, for deep packet inspection (“DPI”). Once the traffic has been analyzed and scrubbed, Thunder SSLi re-encrypts the traffic and forwards it to its intended destination.
|
6.
|
Thunder Convergent Firewall.
Thunder CFW addresses multiple critical security capabilities in one package by consolidating multiple security and networking functions in a single appliance, helping customers significantly lower capital and operating expenses. Its performance and scale deliver superior value to customers, all within a small form factor, and streamlines customer operations with a cloud-ready programmable platform.
|
•
|
A high-performance Secure Web Gateway with integrated explicit proxy, URL filtering and SSL visibility, enabling security policy enforcement for outbound HTTP/HTTPS client traffic. Our solution includes an Office 365 proxy to provide scalability, performance, and security to overcome deployment and operational challenges.
|
•
|
A high-performance data center firewall with integrated network denial-of-service protection and server load balancing, and provides a Layer 4 stateful firewall and Layer 7 application-level gateway functionality for protecting data center applications from emerging network and DDoS threats.
|
•
|
A high-performance Gi/SGi firewall with integrated network DDoS, CGNAT, ADC and application visibility. The Gi/SGi firewall protects the mobile operator infrastructures from Internet-based DDoS and other security threats.
|
•
|
A high-performance IPsec site-to-site VPN that helps businesses secure application traffic between data centers and enables customers to securely transport application traffic over public networks.
|
1.
|
Harmony Controller.
Harmony Controller provides intelligent management, automation and analytics for secure application delivery in multi-cloud environments. Our Harmony Controller simplifies operations. Infrastructure and application operations teams can centrally manage and automate configuration and application policies for our Thunder and Lightning application and security services, such as load balancing, application delivery, web application firewall, SSL decryption, Gi/SGi firewall, Carrier Grade NAT and Office 365 solutions. Configuration and control can also be automated via application program interface (“API”) and integrated with orchestration systems used within organizations. In addition, the controller provides comprehensive infrastructure and per-application metrics and analytics for performance and security monitoring, anomaly detection and faster troubleshooting. The container-based, microservices architecture allows controller capacity to be scaled without interrupting operations. Our Harmony Controller is available in two deployment models: A10 managed software as a service (“SaaS”), or as a self-managed, on premise deployment.
|
2.
|
aGalaxy TPS. a
Galaxy TPS
multi-device network management solution enables a network administrator to manage multiple Thunder TPS
devices. aGalaxy TPS is designed to provide lower operational costs, as staff are freed up from repetitive tasks, while also increasing precision and accuracy with centralized and automated tasks, reducing the potential for human error. aGalaxy TPS is available as a hardware appliance or a software-only virtual machine. aGalaxy TPS highlights included advanced workflow and automated defense capabilities.
|
•
|
aFleX Scripting.
aFleX scripting technology is based on industry-standard tool command language and enables customers to write custom scripts to augment the application processing.
|
•
|
ADP.
ADP enables multi-tenancy in the ACOS common services so that multiple departments of an organization or multiple customers can share a physical/virtual appliance.
|
•
|
aVCS.
aVCS enables multiple physical/virtual appliances to be managed as a single chassis.
|
•
|
aXAPI
.
aXAPI is an industry standard representational state transfer (“RESTful”) program interface to enable management integration for automated management.
|
•
|
Companies that sell products in the traditional ADC market, such as F5 Networks, Inc. (“F5 Networks”) and Citrix Systems, Inc. (“Citrix Systems”);
|
•
|
Companies that sell open source, software-only, cloud-based ADC services, such as Avi Networks Inc. (“Avi Networks”), NGINX Inc. (“NGiNX”), and HAProxy Technologies, Inc. (“HAProxy”) as well as many startups;
|
•
|
Companies that sell Gi/SGi firewall and CGN products, which were originally designed for other networking purposes, such as edge routers and security appliances from vendors like Cisco Systems, Inc. (“Cisco Systems”), Juniper Networks, Inc. (“Juniper Networks”) and Fortinet, Inc. (“Fortinet”);
|
•
|
Companies that sell traditional DDoS protection products, such as Arbor Networks, Inc., a subsidiary of NetScout Systems, (“Arbor Networks”) and Radware, Ltd. (“Radware”);
|
•
|
Companies that sell SSL decryption and inspection products, such as Symantec Corporation (through its acquisition of Blue Coat Systems Inc. in 2016) and F5 Networks; and
|
•
|
Companies that sell certain network security products, including Secure Web Gateways, SSL Insight/SSL Intercept, data center firewalls and Office 365 proxy solutions.
|
•
|
Ability to innovate and respond to customer needs rapidly;
|
•
|
Ability to address on-premise and cloud application environments in a secure, centrally managed manner;
|
•
|
Ability to accommodate any IT delivery model or combination of models, regardless of form factor;
|
•
|
Breadth and depth of product features and functionality;
|
•
|
Level of customer satisfaction;
|
•
|
Price, performance, and efficiency;
|
•
|
Ability for products to scale with high-speed network traffic;
|
•
|
Flexible and agile design of products;
|
•
|
Ability to detect and mitigate large-scale cyber security threats;
|
•
|
Brand awareness and reputation;
|
•
|
Strength of sales and marketing; and
|
•
|
Ability to attract and retain talented employees.
|
•
|
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;
|
•
|
our ability to improve our overall sales productivity and successfully execute our marketing strategies;
|
•
|
the effect of currency exchange rates on our revenue and expenses;
|
•
|
the cost and potential outcomes of existing and future litigation;
|
•
|
expenses related to our facility;
|
•
|
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 or security markets 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, such as F5 Networks, Inc. (“F5 Networks”) and Citrix Systems, Inc. (“Citrix Systems”);
|
•
|
Companies that sell open source, software-only, cloud-based ADC services, such as Avi Networks Inc. (“Avi Networks”), NGINX Inc. (“NGiNX”), and HAProxy Technologies, Inc. (“HAProxy”) as well as many startups;
|
•
|
Companies that sell CGN products, which were originally designed for other networking purposes, such as edge routers and security appliances from vendors like Cisco Systems, Inc. (“Cisco Systems”) Juniper Networks, Inc. (“Juniper Networks”) and Fortinet, Inc. (“Fortinet”);
|
•
|
Companies that sell traditional DDoS protection products, such as Arbor Networks, Inc., a subsidiary of NetScout Systems, (“Arbor Networks”) and Radware, Ltd. (“Radware”):
|
•
|
Companies that sell SSL decryption and inspection products, such as Symantec Corporation (through its acquisition of Blue Coat Systems Inc. in 2016) and F5 Networks; and
|
•
|
Companies that sell certain network security products, including Secure Web Gateways, SSL Insight/SSL Intercept, data center firewalls and Office 365 proxy solutions.
|
•
|
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, including through selling at zero or negative margins;
|
•
|
the ability to incorporate functionality into existing products to gain business in a manner that discourages users from purchasing our products, including through 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 possible 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 and the United Kingdom’s decision to exit the European Union (commonly referred to as “Brexit”);
|
•
|
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 (“FCPA”), and any trade regulations ensuring fair trade practices; and
|
•
|
heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements.
|
•
|
a loss of existing or potential end-customers or channel partners;
|
•
|
delayed or lost revenue;
|
•
|
a delay in attaining, or the failure to attain, market acceptance;
|
•
|
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, to remediate harms potentially caused by those 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;
|
•
|
harm to our reputation or brand; and
|
•
|
litigation, regulatory inquiries, or investigations that may be costly and further harm our reputation.
|
•
|
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.
|
•
|
changes in the valuation of our deferred tax assets and liabilities;
|
•
|
expected timing and amount of the release of tax valuation allowances;
|
•
|
expiration of, or detrimental changes in, research and development tax credit laws;
|
•
|
tax effects of stock-based compensation;
|
•
|
costs related to intercompany restructurings;
|
•
|
changes in tax laws, regulations, accounting principles or interpretations thereof;
|
•
|
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 regard 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, with declassification phasing in over a period of three years, beginning with the 2018 annual meeting of stockholders, which could delay the ability of stockholders to change the membership of a majority of our board of directors until our board of directors is completely declassified;
|
•
|
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 delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
the requirement for the affirmative vote of holders of at least 66-2/3% 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.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
(in thousands, except per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
232,223
|
|
|
$
|
235,429
|
|
|
$
|
227,297
|
|
|
$
|
196,285
|
|
|
$
|
179,507
|
|
Cost of revenue
|
|
$
|
51,896
|
|
|
$
|
53,318
|
|
|
$
|
54,413
|
|
|
$
|
48,402
|
|
|
$
|
42,937
|
|
Gross profit
|
|
$
|
180,327
|
|
|
$
|
182,111
|
|
|
$
|
172,884
|
|
|
$
|
147,883
|
|
|
$
|
136,570
|
|
Loss from operations
|
|
$
|
(27,679
|
)
|
|
$
|
(10,372
|
)
|
|
$
|
(20,570
|
)
|
|
$
|
(40,309
|
)
|
|
$
|
(30,271
|
)
|
Net loss
|
|
$
|
(27,617
|
)
|
|
$
|
(10,751
|
)
|
|
$
|
(22,391
|
)
|
|
$
|
(41,897
|
)
|
|
$
|
(35,870
|
)
|
Net loss per share: basic and diluted
|
|
$
|
(0.38
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(0.74
|
)
|
Weighted-average shares used in computing net loss per share: basic and diluted
|
|
72,882
|
|
|
70,053
|
|
|
65,701
|
|
|
62,428
|
|
|
48,682
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
|
$
|
128,375
|
|
|
$
|
131,134
|
|
|
$
|
114,347
|
|
|
$
|
98,117
|
|
|
$
|
91,905
|
|
Working capital
|
|
$
|
117,572
|
|
|
$
|
111,076
|
|
|
$
|
95,285
|
|
|
$
|
89,550
|
|
|
$
|
100,656
|
|
Total assets
|
|
$
|
235,876
|
|
|
$
|
224,858
|
|
|
$
|
216,733
|
|
|
$
|
189,892
|
|
|
$
|
186,980
|
|
Deferred revenue (current and non-current)
|
|
$
|
97,966
|
|
|
$
|
94,637
|
|
|
$
|
91,617
|
|
|
$
|
72,008
|
|
|
$
|
57,220
|
|
Total stockholders’ equity
|
|
$
|
103,883
|
|
|
$
|
98,386
|
|
|
$
|
82,752
|
|
|
$
|
78,205
|
|
|
$
|
96,565
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||||||||||||
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
144,682
|
|
|
62.3
|
%
|
|
$
|
149,903
|
|
|
63.7
|
%
|
|
$
|
(5,221
|
)
|
|
(3.5
|
)%
|
Services
|
87,541
|
|
|
37.7
|
|
|
85,526
|
|
|
36.3
|
|
|
2,015
|
|
|
2.4
|
%
|
|||
Total revenue
|
232,223
|
|
|
100.0
|
|
|
235,429
|
|
|
100.0
|
|
|
(3,206
|
)
|
|
(1.4
|
)%
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Products
|
34,066
|
|
|
14.7
|
|
|
36,269
|
|
|
15.4
|
|
|
(2,203
|
)
|
|
(6.1
|
)%
|
|||
Services
|
17,830
|
|
|
7.6
|
|
|
17,049
|
|
|
7.2
|
|
|
781
|
|
|
4.6
|
%
|
|||
Total cost of revenue
|
51,896
|
|
|
22.3
|
|
|
53,318
|
|
|
22.6
|
|
|
(1,422
|
)
|
|
(2.7
|
)%
|
|||
Gross profit
|
180,327
|
|
|
77.7
|
|
|
182,111
|
|
|
77.4
|
|
|
(1,784
|
)
|
|
(1.0
|
)%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
103,214
|
|
|
44.4
|
|
|
101,360
|
|
|
43.1
|
|
|
1,854
|
|
|
1.8
|
%
|
|||
Research and development
|
65,157
|
|
|
28.1
|
|
|
62,991
|
|
|
26.8
|
|
|
2,166
|
|
|
3.4
|
%
|
|||
General and administrative
|
39,635
|
|
|
17.1
|
|
|
28,132
|
|
|
11.9
|
|
|
11,503
|
|
|
40.9
|
%
|
|||
Total operating expenses
|
208,006
|
|
|
89.6
|
|
|
192,483
|
|
|
81.8
|
|
|
15,523
|
|
|
8.1
|
%
|
|||
Loss from operations
|
(27,679
|
)
|
|
(11.9
|
)
|
|
(10,372
|
)
|
|
(4.4
|
)
|
|
(17,307
|
)
|
|
(166.9
|
)%
|
|||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(129
|
)
|
|
(0.1
|
)
|
|
(162
|
)
|
|
—
|
|
|
33
|
|
|
20.4
|
%
|
|||
Interest and other income (expense), net
|
1,273
|
|
|
0.6
|
|
|
989
|
|
|
0.3
|
|
|
284
|
|
|
28.7
|
%
|
|||
Total non-operating income (expense), net
|
1,144
|
|
|
0.5
|
|
|
827
|
|
|
0.3
|
|
|
317
|
|
|
38.3
|
%
|
|||
Loss before income taxes
|
(26,535
|
)
|
|
(11.4
|
)
|
|
(9,545
|
)
|
|
(4.1
|
)
|
|
(16,990
|
)
|
|
(178.0
|
)%
|
|||
Provision for income taxes
|
1,082
|
|
|
0.5
|
|
|
1,206
|
|
|
0.5
|
|
|
(124
|
)
|
|
(10.3
|
)%
|
|||
Net loss
|
$
|
(27,617
|
)
|
|
(11.9
|
)%
|
|
$
|
(10,751
|
)
|
|
(4.6
|
)%
|
|
$
|
(16,866
|
)
|
|
(156.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Products
|
$
|
149,903
|
|
|
63.7
|
%
|
|
$
|
152,308
|
|
|
67.0
|
%
|
|
$
|
(2,405
|
)
|
|
(1.6
|
)%
|
Services
|
85,526
|
|
|
36.3
|
|
|
74,989
|
|
|
33.0
|
|
|
10,537
|
|
|
14.1
|
%
|
|||
Total revenue
|
235,429
|
|
|
100.0
|
|
|
227,297
|
|
|
100.0
|
|
|
8,132
|
|
|
3.6
|
%
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Products
|
36,269
|
|
|
15.4
|
|
|
37,520
|
|
|
16.5
|
|
|
(1,251
|
)
|
|
(3.3
|
)%
|
|||
Services
|
17,049
|
|
|
7.2
|
|
|
16,893
|
|
|
7.4
|
|
|
156
|
|
|
0.9
|
%
|
|||
Total cost of revenue
|
53,318
|
|
|
22.6
|
|
|
54,413
|
|
|
23.9
|
|
|
(1,095
|
)
|
|
(2.0
|
)%
|
|||
Gross profit
|
182,111
|
|
|
77.4
|
|
|
172,884
|
|
|
76.1
|
|
|
9,227
|
|
|
5.3
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
101,360
|
|
|
43.1
|
|
|
104,360
|
|
|
45.9
|
|
|
(3,000
|
)
|
|
(2.9
|
)%
|
|||
Research and development
|
62,991
|
|
|
26.8
|
|
|
60,700
|
|
|
26.7
|
|
|
2,291
|
|
|
3.8
|
%
|
|||
General and administrative
|
28,132
|
|
|
11.9
|
|
|
26,305
|
|
|
11.6
|
|
|
1,827
|
|
|
6.9
|
%
|
|||
Litigation settlement expense
|
—
|
|
|
—
|
|
|
2,089
|
|
|
0.9
|
|
|
(2,089
|
)
|
|
(100.0
|
)%
|
|||
Total operating expenses
|
192,483
|
|
|
81.8
|
|
|
193,454
|
|
|
85.1
|
|
|
(971
|
)
|
|
(0.5
|
)%
|
|||
Loss from operations
|
(10,372
|
)
|
|
(4.4
|
)
|
|
(20,570
|
)
|
|
(9.0
|
)
|
|
10,198
|
|
|
49.6
|
%
|
|||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(162
|
)
|
|
—
|
|
|
(424
|
)
|
|
(0.2
|
)
|
|
262
|
|
|
61.8
|
%
|
|||
Interest and other income (expense), net
|
989
|
|
|
0.3
|
|
|
(640
|
)
|
|
(0.3
|
)
|
|
1,629
|
|
|
254.5
|
%
|
|||
Total non-operating income (expense), net
|
827
|
|
|
0.3
|
|
|
(1,064
|
)
|
|
(0.5
|
)
|
|
1,891
|
|
|
177.7
|
%
|
|||
Loss before income taxes
|
(9,545
|
)
|
|
(4.1
|
)
|
|
(21,634
|
)
|
|
(9.5
|
)
|
|
12,089
|
|
|
55.9
|
%
|
|||
Provision for income taxes
|
1,206
|
|
|
0.5
|
|
|
757
|
|
|
0.4
|
|
|
449
|
|
|
59.3
|
%
|
|||
Net loss
|
$
|
(10,751
|
)
|
|
(4.6
|
)%
|
|
$
|
(22,391
|
)
|
|
(9.9
|
)%
|
|
$
|
11,640
|
|
|
52.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|||||||||||||||||
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||||||||||||
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Products
|
$
|
144,682
|
|
|
62
|
%
|
|
$
|
149,903
|
|
|
64
|
%
|
|
$
|
(5,221
|
)
|
|
(3
|
)%
|
Services
|
87,541
|
|
|
38
|
|
|
85,526
|
|
|
36
|
|
|
2,015
|
|
|
2
|
%
|
|||
Total revenue
|
$
|
232,223
|
|
|
100
|
%
|
|
$
|
235,429
|
|
|
100
|
%
|
|
$
|
(3,206
|
)
|
|
(1
|
)%
|
Revenue by geographic region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
103,791
|
|
|
45
|
%
|
|
$
|
115,536
|
|
|
49
|
%
|
|
$
|
(11,745
|
)
|
|
(10
|
)%
|
Japan
|
55,205
|
|
|
24
|
|
|
51,488
|
|
|
22
|
|
|
3,717
|
|
|
7
|
%
|
|||
Asia Pacific, excluding Japan
|
36,897
|
|
|
16
|
|
|
33,189
|
|
|
14
|
|
|
3,708
|
|
|
11
|
%
|
|||
EMEA
|
27,615
|
|
|
12
|
|
|
27,859
|
|
|
12
|
|
|
(244
|
)
|
|
(1
|
)%
|
|||
Latin America
|
8,715
|
|
|
3
|
|
|
7,357
|
|
|
3
|
|
|
1,358
|
|
|
18
|
%
|
|||
Total revenue
|
$
|
232,223
|
|
|
100
|
%
|
|
$
|
235,429
|
|
|
100
|
%
|
|
$
|
(3,206
|
)
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|||||||||||||||||
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent of Total Revenue
|
|
Amount
|
|
Percent
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Products
|
$
|
149,903
|
|
|
64
|
%
|
|
$
|
152,308
|
|
|
67
|
%
|
|
$
|
(2,405
|
)
|
|
(2
|
)%
|
Services
|
85,526
|
|
|
36
|
|
|
74,989
|
|
|
33
|
|
|
10,537
|
|
|
14
|
%
|
|||
Total revenue
|
$
|
235,429
|
|
|
100
|
%
|
|
$
|
227,297
|
|
|
100
|
%
|
|
$
|
8,132
|
|
|
4
|
%
|
Revenue by geographic region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
United States
|
$
|
115,536
|
|
|
49
|
%
|
|
$
|
115,706
|
|
|
51
|
%
|
|
$
|
(170
|
)
|
|
—
|
%
|
Japan
|
51,488
|
|
|
22
|
|
|
52,951
|
|
|
23
|
|
|
(1,463
|
)
|
|
(3
|
)%
|
|||
Asia Pacific, excluding Japan
|
33,189
|
|
|
14
|
|
|
29,829
|
|
|
13
|
|
|
3,360
|
|
|
11
|
%
|
|||
EMEA
|
27,859
|
|
|
12
|
|
|
23,669
|
|
|
10
|
|
|
4,190
|
|
|
18
|
%
|
|||
Latin America
|
7,357
|
|
|
3
|
|
|
5,142
|
|
|
3
|
|
|
2,215
|
|
|
43
|
%
|
|||
Total revenue
|
$
|
235,429
|
|
|
100
|
%
|
|
$
|
227,297
|
|
|
100
|
%
|
|
$
|
8,132
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
34,066
|
|
|
$
|
36,269
|
|
|
$
|
(2,203
|
)
|
|
(6
|
)%
|
Services
|
17,830
|
|
|
17,049
|
|
|
781
|
|
|
5
|
%
|
|||
Total cost of revenue
|
$
|
51,896
|
|
|
$
|
53,318
|
|
|
$
|
(1,422
|
)
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Products
|
$
|
36,269
|
|
|
$
|
37,520
|
|
|
$
|
(1,251
|
)
|
|
(3
|
)%
|
Services
|
17,049
|
|
|
16,893
|
|
|
156
|
|
|
1
|
%
|
|||
Total cost of revenue
|
$
|
53,318
|
|
|
$
|
54,413
|
|
|
$
|
(1,095
|
)
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|||||||||||||||||
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|||||||||||||||
|
Amount
|
|
Gross Margin
|
|
Amount
|
|
Gross Margin
|
|
Amount
|
|
Gross Margin
|
|||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Products
|
$
|
110,616
|
|
|
76.5
|
%
|
|
$
|
113,634
|
|
|
75.8
|
%
|
|
$
|
(3,018
|
)
|
|
0.7
|
%
|
Services
|
69,711
|
|
|
79.6
|
%
|
|
68,477
|
|
|
80.1
|
%
|
|
1,234
|
|
|
(0.5
|
)%
|
|||
Total gross profit
|
$
|
180,327
|
|
|
77.7
|
%
|
|
$
|
182,111
|
|
|
77.4
|
%
|
|
$
|
(1,784
|
)
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|||||||||||||||||
|
2017
|
|
2016
|
|
Increase (Decrease)
|
|||||||||||||||
|
Amount
|
|
Gross Margin
|
|
Amount
|
|
Gross Margin
|
|
Amount
|
|
Gross Margin
|
|||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Products
|
$
|
113,634
|
|
|
75.8
|
%
|
|
$
|
114,788
|
|
|
75.4
|
%
|
|
$
|
(1,154
|
)
|
|
0.4
|
%
|
Services
|
68,477
|
|
|
80.1
|
%
|
|
58,096
|
|
|
77.5
|
%
|
|
10,381
|
|
|
2.6
|
%
|
|||
Total gross profit
|
$
|
182,111
|
|
|
77.4
|
%
|
|
$
|
172,884
|
|
|
76.1
|
%
|
|
$
|
9,227
|
|
|
1.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
$
|
103,214
|
|
|
$
|
101,360
|
|
|
$
|
1,854
|
|
|
2
|
%
|
Research and development
|
65,157
|
|
|
62,991
|
|
|
2,166
|
|
|
3
|
%
|
|||
General and administrative
|
39,635
|
|
|
28,132
|
|
|
11,503
|
|
|
41
|
%
|
|||
Total operating expenses
|
$
|
208,006
|
|
|
$
|
192,483
|
|
|
$
|
15,523
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
$
|
101,360
|
|
|
$
|
104,360
|
|
|
$
|
(3,000
|
)
|
|
(3
|
)%
|
Research and development
|
62,991
|
|
|
60,700
|
|
|
2,291
|
|
|
4
|
%
|
|||
General and administrative
|
28,132
|
|
|
26,305
|
|
|
1,827
|
|
|
7
|
%
|
|||
Litigation settlement expense
|
—
|
|
|
2,089
|
|
|
(2,089
|
)
|
|
(100
|
)%
|
|||
Total operating expenses
|
$
|
192,483
|
|
|
$
|
193,454
|
|
|
$
|
(971
|
)
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash (used in) provided by:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
(2,694
|
)
|
|
$
|
14,314
|
|
|
$
|
18,778
|
|
Investing activities
|
(6,876
|
)
|
|
(5,142
|
)
|
|
(96,355
|
)
|
|||
Financing activities
|
3,624
|
|
|
8,420
|
|
|
8,435
|
|
|||
Net (decrease)
increase
in cash and cash equivalents
|
$
|
(5,946
|
)
|
|
$
|
17,592
|
|
|
$
|
(69,142
|
)
|
|
|
|
|
|
|
|
Total
|
|
Less Than
1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More than
5 years
|
||||||||||
Operating leases and other contractual obligation
|
$
|
7,335
|
|
|
$
|
3,907
|
|
|
$
|
3,428
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchase commitments
(1)
|
19,296
|
|
|
19,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
26,631
|
|
|
$
|
23,203
|
|
|
$
|
3,428
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Amount represents our purchase commitments for inventory. See Note 6 to the consolidated financial statements for additional information.
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, performance obligations are satisfied.
|
|
|
|
|
|
|
|
Fair Value as of
|
|
|
|
|
|
|
||||||||||||||
|
(150 BPS)
|
|
(100 BPS)
|
|
(50 BPS)
|
|
12/31/2018
|
|
50 BPS
|
|
100 BPS
|
|
150 BPS
|
||||||||||||||
Marketable securities
|
$
|
88,534
|
|
|
$
|
88,274
|
|
|
$
|
88,014
|
|
|
$
|
87,754
|
|
|
$
|
87,494
|
|
|
$
|
87,234
|
|
|
$
|
86,974
|
|
|
Page
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
40,621
|
|
|
$
|
46,567
|
|
Marketable securities
|
87,754
|
|
|
84,567
|
|
||
Accounts receivable, net of allowances of $319 and $983, respectively
|
53,972
|
|
|
48,266
|
|
||
Inventory
|
17,930
|
|
|
17,577
|
|
||
Prepaid expenses and other current assets
|
14,662
|
|
|
6,825
|
|
||
Total current assets
|
214,939
|
|
|
203,802
|
|
||
Property and equipment, net
|
7,262
|
|
|
9,913
|
|
||
Goodwill
|
1,307
|
|
|
1,307
|
|
||
Intangible assets
|
3,748
|
|
|
5,190
|
|
||
Other non-current assets
|
8,620
|
|
|
4,646
|
|
||
Total assets
|
$
|
235,876
|
|
|
$
|
224,858
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
8,202
|
|
|
$
|
9,033
|
|
Accrued liabilities
|
25,291
|
|
|
21,835
|
|
||
Deferred revenue, current
|
63,874
|
|
|
61,858
|
|
||
Total current liabilities
|
97,367
|
|
|
92,726
|
|
||
Deferred revenue, non-current
|
34,092
|
|
|
32,779
|
|
||
Other non-current liabilities
|
534
|
|
|
967
|
|
||
Total liabilities
|
131,993
|
|
|
126,472
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
Stockholders' equity:
|
|||||||
Common stock, $0.00001 par value: 500,000 shares authorized; 74,301 and 71,692 shares issued and outstanding, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in-capital
|
376,272
|
|
|
355,533
|
|
||
Accumulated other comprehensive loss
|
(144
|
)
|
|
(123
|
)
|
||
Accumulated deficit
|
(272,246
|
)
|
|
(257,025
|
)
|
||
Total stockholders' equity
|
103,883
|
|
|
98,386
|
|
||
Total liabilities and stockholders' equity
|
$
|
235,876
|
|
|
$
|
224,858
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
Products
|
|
$
|
144,682
|
|
|
$
|
149,903
|
|
|
$
|
152,308
|
|
Services
|
|
87,541
|
|
|
85,526
|
|
|
74,989
|
|
|||
Total revenue
|
|
232,223
|
|
|
235,429
|
|
|
227,297
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|||
Products
|
|
34,066
|
|
|
36,269
|
|
|
37,520
|
|
|||
Services
|
|
17,830
|
|
|
17,049
|
|
|
16,893
|
|
|||
Total cost of revenue
|
|
51,896
|
|
|
53,318
|
|
|
54,413
|
|
|||
Gross profit
|
|
180,327
|
|
|
182,111
|
|
|
172,884
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
|
103,214
|
|
|
101,360
|
|
|
104,360
|
|
|||
Research and development
|
|
65,157
|
|
|
62,991
|
|
|
60,700
|
|
|||
General and administrative
|
|
39,635
|
|
|
28,132
|
|
|
26,305
|
|
|||
Litigation settlement expense
|
|
—
|
|
|
—
|
|
|
2,089
|
|
|||
Total operating expenses
|
|
208,006
|
|
|
192,483
|
|
|
193,454
|
|
|||
Loss from operations
|
|
(27,679
|
)
|
|
(10,372
|
)
|
|
(20,570
|
)
|
|||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
(129
|
)
|
|
(162
|
)
|
|
(424
|
)
|
|||
Interest and other income (expense), net
|
|
1,273
|
|
|
989
|
|
|
(640
|
)
|
|||
Total non-operating income (expense), net
|
|
1,144
|
|
|
827
|
|
|
(1,064
|
)
|
|||
Loss before income taxes
|
|
(26,535
|
)
|
|
(9,545
|
)
|
|
(21,634
|
)
|
|||
Provision for income taxes
|
|
1,082
|
|
|
1,206
|
|
|
757
|
|
|||
Net loss
|
|
$
|
(27,617
|
)
|
|
$
|
(10,751
|
)
|
|
$
|
(22,391
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
|
$
|
(0.38
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.34
|
)
|
Weighted-average shares used in computing net loss per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
|
72,882
|
|
|
70,053
|
|
|
65,701
|
|
|||
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
|
$
|
(27,617
|
)
|
|
$
|
(10,751
|
)
|
|
$
|
(22,391
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
||||||
Unrealized loss on marketable securities
|
|
(21
|
)
|
|
(78
|
)
|
|
(45
|
)
|
|||
Comprehensive loss
|
|
$
|
(27,638
|
)
|
|
$
|
(10,829
|
)
|
|
$
|
(22,436
|
)
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|||||||||||||||||||
Balance at December 31, 2015
|
|
64,172
|
|
|
$
|
1
|
|
|
$
|
301,886
|
|
|
$
|
(223,682
|
)
|
|
$
|
—
|
|
|
$
|
78,205
|
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
16,922
|
|
|
—
|
|
|
—
|
|
|
16,922
|
|
|||||
Common stock issued under employee equity incentive plans
|
|
3,664
|
|
|
—
|
|
|
10,336
|
|
|
—
|
|
|
—
|
|
|
10,336
|
|
|||||
Common stock issued under asset purchase agreement
|
|
227
|
|
|
—
|
|
|
1,313
|
|
|
—
|
|
|
—
|
|
|
1,313
|
|
|||||
Vesting of early exercise stock options
|
|
37
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|||||
Repurchase and retirement of common stock
|
|
(227
|
)
|
|
—
|
|
|
(1,799
|
)
|
|
—
|
|
|
—
|
|
|
(1,799
|
)
|
|||||
Unrealized loss on marketable securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,391
|
)
|
|
—
|
|
|
(22,391
|
)
|
|||||
Balance at December 31, 2016
|
|
67,873
|
|
|
1
|
|
|
328,869
|
|
|
(246,073
|
)
|
|
(45
|
)
|
|
82,752
|
|
|||||
Cumulative effect adjustment from adoption of ASU 2016-09
|
|
—
|
|
|
—
|
|
|
201
|
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
17,203
|
|
|
—
|
|
|
—
|
|
|
17,203
|
|
|||||
Common stock issued under employee equity incentive plans
|
|
4,256
|
|
|
—
|
|
|
12,244
|
|
|
—
|
|
|
—
|
|
|
12,244
|
|
|||||
Vesting of early exercise stock options
|
|
14
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||
Repurchase and retirement of common stock
|
|
(451
|
)
|
|
—
|
|
|
(3,071
|
)
|
|
—
|
|
|
—
|
|
|
(3,071
|
)
|
|||||
Unrealized loss on marketable securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(78
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,751
|
)
|
|
—
|
|
|
(10,751
|
)
|
|||||
Balance at December 31, 2017
|
|
71,692
|
|
|
1
|
|
|
355,533
|
|
|
(257,025
|
)
|
|
(123
|
)
|
|
98,386
|
|
|||||
Cumulative effect adjustment from adoption of ASU 2014-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,396
|
|
|
—
|
|
|
12,396
|
|
|||||
Stock-based compensation
expense
|
|
—
|
|
|
—
|
|
|
17,038
|
|
|
—
|
|
|
—
|
|
|
17,038
|
|
|||||
Common stock issued under employee equity incentive plans
|
|
2,609
|
|
|
—
|
|
|
3,701
|
|
|
—
|
|
|
—
|
|
|
3,701
|
|
|||||
Unrealized loss on marketable securities, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,617
|
)
|
|
—
|
|
|
(27,617
|
)
|
|||||
Balance at December 31, 2018
|
|
74,301
|
|
|
$
|
1
|
|
|
$
|
376,272
|
|
|
$
|
(272,246
|
)
|
|
$
|
(144
|
)
|
|
$
|
103,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net loss
|
$
|
(27,617
|
)
|
|
$
|
(10,751
|
)
|
|
$
|
(22,391
|
)
|
Adjustments to reconcile net loss to net cash
(used in)
provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
7,880
|
|
|
8,511
|
|
|
8,267
|
|
|||
Stock-based compensation
|
17,038
|
|
|
17,203
|
|
|
16,922
|
|
|||
Provision for doubtful accounts and sales returns
|
212
|
|
|
1,147
|
|
|
1,579
|
|
|||
Other non-cash items
|
(68
|
)
|
|
(422
|
)
|
|
875
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(6,119
|
)
|
|
12,362
|
|
|
(8,724
|
)
|
|||
Inventory
|
(1,529
|
)
|
|
(4,669
|
)
|
|
479
|
|
|||
Prepaid expenses and other assets
|
(2,434
|
)
|
|
(2,399
|
)
|
|
(180
|
)
|
|||
Accounts payable
|
(603
|
)
|
|
(942
|
)
|
|
(334
|
)
|
|||
Accrued and other liabilities
|
3,116
|
|
|
(8,868
|
)
|
|
3,140
|
|
|||
Deferred revenue
|
7,331
|
|
|
3,018
|
|
|
19,609
|
|
|||
Other
|
99
|
|
|
124
|
|
|
(464
|
)
|
|||
Net cash
(used in)
provided by operating activities
|
(2,694
|
)
|
|
14,314
|
|
|
18,778
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from sales of marketable securities
|
32,720
|
|
|
27,901
|
|
|
9,878
|
|
|||
Proceeds from maturities of marketable securities
|
51,024
|
|
|
60,138
|
|
|
30,750
|
|
|||
Purchases of marketable securities
|
(86,823
|
)
|
|
(87,447
|
)
|
|
(126,231
|
)
|
|||
Purchase of investment
|
(1,000
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of property and equipment
|
(2,797
|
)
|
|
(5,734
|
)
|
|
(4,872
|
)
|
|||
Purchase of intangible asset
|
—
|
|
|
—
|
|
|
(1,500
|
)
|
|||
Payment for acquisition
|
—
|
|
|
—
|
|
|
(4,380
|
)
|
|||
Net cash
used in
investing activities
|
(6,876
|
)
|
|
(5,142
|
)
|
|
(96,355
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of common stock under employee equity incentive plans
|
3,701
|
|
|
12,244
|
|
|
10,336
|
|
|||
Repurchases and retirement of common stock
|
—
|
|
|
(3,071
|
)
|
|
(1,799
|
)
|
|||
Payment of contingent consideration
|
—
|
|
|
(650
|
)
|
|
—
|
|
|||
Other
|
(77
|
)
|
|
(103
|
)
|
|
(102
|
)
|
|||
Net cash
provided by
financing activities
|
3,624
|
|
|
8,420
|
|
|
8,435
|
|
|||
Net (decrease)
increase
in cash and cash equivalents
|
(5,946
|
)
|
|
17,592
|
|
|
(69,142
|
)
|
|||
Cash and cash equivalents - beginning of period
|
46,567
|
|
|
28,975
|
|
|
98,117
|
|
|||
Cash and cash equivalents - end of period
|
$
|
40,621
|
|
|
$
|
46,567
|
|
|
$
|
28,975
|
|
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds
|
$
|
517
|
|
|
$
|
1,108
|
|
|
$
|
581
|
|
Cash paid for interest
|
$
|
100
|
|
|
$
|
111
|
|
|
$
|
194
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||||
Inventory transfers to property and equipment
|
$
|
1,176
|
|
|
$
|
2,946
|
|
|
$
|
2,360
|
|
Purchases of property and equipment included in accounts payable
|
$
|
58
|
|
|
$
|
286
|
|
|
$
|
162
|
|
Common stock issued under asset purchase agreement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,313
|
|
Vesting of early exercised stock options
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
211
|
|
|
|
Years Ended December 31,
|
||||
|
|
2018
|
|
2017
|
|
2016
|
Customer A (a distribution channel partner)
|
|
14%
|
|
*
|
|
*
|
Customer B (a distribution channel partner)
|
|
10%
|
|
*
|
|
14%
|
|
•
|
A decrease in total deferred revenue of
$4.0 million
primarily due to the removal of the limitation on contingent revenue that would have accelerated revenue recognition for certain of our historical revenue contracts; and
|
•
|
Recognition of a deferred commissions asset of
$8.4 million
on our consolidated balance sheet due to the requirement under the new standard to recognize incremental customer acquisition costs in our consolidated statement of operations as the related performance obligations are met as compared to the previous recognition to expense as incurred.
|
|
|
December 31, 2018
|
||||||||||
(in thousands)
|
|
As Reported
|
|
Adjustments
Increase (Decrease) |
|
Balance Without Adopting the New Standard
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
$
|
14,662
|
|
|
$
|
(6,557
|
)
|
|
$
|
8,105
|
|
Other non-current assets
|
|
8,620
|
|
|
(3,184
|
)
|
|
5,436
|
|
|||
Liabilities
|
|
|
|
|
|
|
||||||
Deferred revenue, current
|
|
63,874
|
|
|
3,390
|
|
|
67,264
|
|
|||
Deferred revenue, non-current
|
|
34,092
|
|
|
3,204
|
|
|
37,296
|
|
|||
Stockholders' Equity
|
|
|
|
|
|
|
||||||
Accumulated deficit
|
|
(272,246
|
)
|
|
(16,335
|
)
|
|
(288,581
|
)
|
|||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
||||||||||
(in thousands, except per share amounts)
|
|
As Reported
|
|
Adjustments
Increase (Decrease) |
|
Balance Without Adopting the New Standard
|
||||||
Revenue - products
|
|
$
|
144,682
|
|
|
$
|
(2,594
|
)
|
|
$
|
142,088
|
|
Revenue - services
|
|
87,541
|
|
|
—
|
|
|
87,541
|
|
|||
Total revenue
|
|
232,223
|
|
|
(2,594
|
)
|
|
229,629
|
|
|||
Gross profit
|
|
180,327
|
|
|
(2,594
|
)
|
|
177,733
|
|
|||
Sales and marketing
|
|
103,214
|
|
|
1,345
|
|
|
104,559
|
|
|||
Total operating expenses
|
|
208,006
|
|
|
1,345
|
|
|
209,351
|
|
|||
Loss from operations
|
|
(27,679
|
)
|
|
(3,939
|
)
|
|
(31,618
|
)
|
|||
Net loss
|
|
(27,617
|
)
|
|
(3,939
|
)
|
|
(31,556
|
)
|
|||
Basic and diluted net loss per share
|
|
(0.38
|
)
|
|
|
|
(0.43
|
)
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, performance obligations are satisfied.
|
|
|
As of
|
|
As of Adoption
|
||||
Balance Sheet Line Reference
|
|
December 31, 2018
|
|
January 1, 2018
|
||||
Accounts receivables, net
|
|
$
|
53,972
|
|
|
$
|
48,266
|
|
Deferred revenue, current
|
|
63,874
|
|
|
59,360
|
|
||
Deferred revenue, non-current
|
|
34,092
|
|
|
31,276
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Deferred revenue:
|
|
|
|
||||
Products
|
$
|
5,216
|
|
|
$
|
6,161
|
|
Services
|
92,750
|
|
|
88,476
|
|
||
Total deferred revenue
|
97,966
|
|
|
94,637
|
|
||
Less: current portion
|
(63,874
|
)
|
|
(61,858
|
)
|
||
Non-current portion
|
$
|
34,092
|
|
|
$
|
32,779
|
|
|
|
|
|
|
|
December 31, 2018
|
||
Within 1 year
|
|
$
|
63,874
|
|
Next 2 to 3 years
|
|
27,678
|
|
|
Thereafter
|
|
6,414
|
|
|
Total
|
|
$
|
97,966
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||||||||||
Certificates of deposit
|
|
$
|
11,000
|
|
|
$
|
7
|
|
|
$
|
(3
|
)
|
|
$
|
11,004
|
|
|
$
|
17,000
|
|
|
$
|
6
|
|
|
$
|
(1
|
)
|
|
$
|
17,005
|
|
Corporate securities
|
|
46,442
|
|
|
11
|
|
|
(116
|
)
|
|
46,337
|
|
|
39,154
|
|
|
1
|
|
|
(76
|
)
|
|
39,079
|
|
||||||||
U.S. Treasury and agency securities
|
|
1,748
|
|
|
—
|
|
|
(12
|
)
|
|
1,736
|
|
|
5,744
|
|
|
—
|
|
|
(19
|
)
|
|
5,725
|
|
||||||||
Commercial paper
|
|
12,327
|
|
|
1
|
|
|
(5
|
)
|
|
12,323
|
|
|
9,225
|
|
|
1
|
|
|
(2
|
)
|
|
9,224
|
|
||||||||
Asset-backed securities
|
|
16,381
|
|
|
5
|
|
|
(32
|
)
|
|
16,354
|
|
|
13,567
|
|
|
—
|
|
|
(33
|
)
|
|
13,534
|
|
||||||||
Total
|
|
$
|
87,898
|
|
|
$
|
24
|
|
|
$
|
(168
|
)
|
|
$
|
87,754
|
|
|
$
|
84,690
|
|
|
$
|
8
|
|
|
$
|
(131
|
)
|
|
$
|
84,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
Less than 1 year
|
$
|
61,153
|
|
|
$
|
61,042
|
|
Mature in 1 - 3 years
|
26,745
|
|
|
26,712
|
|
||
Total
|
$
|
87,898
|
|
|
$
|
87,754
|
|
|
|
|
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
As of December 31, 2018
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
||||||||||||
Certificates of deposit
|
$
|
2,997
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,997
|
|
|
$
|
(3
|
)
|
Corporate securities
|
29,435
|
|
|
(68
|
)
|
|
7,601
|
|
|
(48
|
)
|
|
37,036
|
|
|
(116
|
)
|
||||||
U.S. Treasury and agency securities
|
992
|
|
|
(7
|
)
|
|
744
|
|
|
(5
|
)
|
|
1,736
|
|
|
(12
|
)
|
||||||
Commercial paper
|
9,888
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
9,888
|
|
|
(5
|
)
|
||||||
Asset-backed securities
|
8,499
|
|
|
(15
|
)
|
|
4,758
|
|
|
(17
|
)
|
|
13,257
|
|
|
(32
|
)
|
||||||
Total
|
$
|
51,811
|
|
|
$
|
(98
|
)
|
|
$
|
13,103
|
|
|
$
|
(70
|
)
|
|
$
|
64,914
|
|
|
$
|
(168
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
As of December 31, 2017
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
||||||||||||
Certificates of deposit
|
$
|
2,999
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,999
|
|
|
$
|
(1
|
)
|
Corporate securities
|
36,079
|
|
|
(74
|
)
|
|
1,499
|
|
|
(2
|
)
|
|
37,578
|
|
|
(76
|
)
|
||||||
U.S. Treasury and agency securities
|
2,246
|
|
|
(2
|
)
|
|
3,479
|
|
|
(17
|
)
|
|
5,725
|
|
|
(19
|
)
|
||||||
Commercial paper
|
4,232
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
4,232
|
|
|
(2
|
)
|
||||||
Asset-backed securities
|
11,415
|
|
|
(32
|
)
|
|
728
|
|
|
(1
|
)
|
|
12,143
|
|
|
(33
|
)
|
||||||
Total
|
$
|
56,971
|
|
|
$
|
(111
|
)
|
|
$
|
5,706
|
|
|
$
|
(20
|
)
|
|
$
|
62,677
|
|
|
$
|
(131
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Cash
|
|
$
|
39,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,113
|
|
|
$
|
34,453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,453
|
|
Cash equivalents
|
|
1,508
|
|
|
—
|
|
|
—
|
|
|
1,508
|
|
|
12,114
|
|
|
—
|
|
|
—
|
|
|
12,114
|
|
||||||||
Certificates of deposit
|
|
—
|
|
|
11,004
|
|
|
—
|
|
|
11,004
|
|
|
—
|
|
|
17,005
|
|
|
—
|
|
|
17,005
|
|
||||||||
Corporate securities
|
|
—
|
|
|
46,337
|
|
|
—
|
|
|
46,337
|
|
|
—
|
|
|
39,079
|
|
|
—
|
|
|
39,079
|
|
||||||||
U.S. Treasury and agency securities
|
|
—
|
|
|
1,736
|
|
|
—
|
|
|
1,736
|
|
|
—
|
|
|
5,725
|
|
|
—
|
|
|
5,725
|
|
||||||||
Commercial paper
|
|
—
|
|
|
12,323
|
|
|
—
|
|
|
12,323
|
|
|
—
|
|
|
9,224
|
|
|
—
|
|
|
9,224
|
|
||||||||
Asset-backed securities
|
|
—
|
|
|
16,354
|
|
|
—
|
|
|
16,354
|
|
|
—
|
|
|
13,534
|
|
|
—
|
|
|
13,534
|
|
||||||||
Total
|
|
$
|
40,621
|
|
|
$
|
87,754
|
|
|
$
|
—
|
|
|
$
|
128,375
|
|
|
$
|
46,567
|
|
|
$
|
84,567
|
|
|
$
|
—
|
|
|
$
|
131,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Allowance for doubtful accounts, beginning balance
|
$
|
983
|
|
|
$
|
1,920
|
|
Increase (decrease) of provision
|
(26
|
)
|
|
364
|
|
||
Write-offs
|
(638
|
)
|
|
(1,301
|
)
|
||
Allowance for doubtful accounts, ending balance
|
$
|
319
|
|
|
$
|
983
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Raw materials
|
$
|
7,979
|
|
|
$
|
6,643
|
|
Finished goods
|
9,951
|
|
|
10,934
|
|
||
Total inventory
|
$
|
17,930
|
|
|
$
|
17,577
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Prepaid expenses
|
$
|
6,679
|
|
|
$
|
5,768
|
|
Deferred contract acquisition costs
|
6,564
|
|
|
—
|
|
||
Other
|
1,419
|
|
|
1,057
|
|
||
Prepaid expenses and other current assets
|
$
|
14,662
|
|
|
$
|
6,825
|
|
|
|
|
|
|
Useful Life
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(in years)
|
|
|
|
|
||||
Equipment
|
1-3
|
|
$
|
49,804
|
|
|
$
|
47,817
|
|
Software
|
1-3
|
|
4,088
|
|
|
3,988
|
|
||
Furniture and fixtures
|
1-3
|
|
967
|
|
|
950
|
|
||
Leasehold improvements
|
2-8
|
|
3,832
|
|
|
3,824
|
|
||
Construction in progress
|
|
|
160
|
|
|
—
|
|
||
Property and equipment, gross
|
|
|
58,851
|
|
|
56,579
|
|
||
Less: accumulated depreciation
|
|
|
(51,589
|
)
|
|
(46,666
|
)
|
||
Property and equipment, net
|
|
|
$
|
7,262
|
|
|
$
|
9,913
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Developed technology
|
$
|
5,050
|
|
|
$
|
(2,525
|
)
|
|
$
|
2,525
|
|
|
$
|
5,050
|
|
|
$
|
(1,515
|
)
|
|
$
|
3,535
|
|
Patents
|
2,936
|
|
|
(1,713
|
)
|
|
1,223
|
|
|
2,936
|
|
|
(1,281
|
)
|
|
1,655
|
|
||||||
Total
|
$
|
7,986
|
|
|
$
|
(4,238
|
)
|
|
$
|
3,748
|
|
|
$
|
7,986
|
|
|
$
|
(2,796
|
)
|
|
$
|
5,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Accrued compensation and benefits
|
$
|
15,283
|
|
|
$
|
13,828
|
|
Accrued tax liabilities
|
4,455
|
|
|
2,985
|
|
||
Other
|
5,553
|
|
|
5,022
|
|
||
Total accrued liabilities
|
$
|
25,291
|
|
|
$
|
21,835
|
|
|
|
|
|
Years Ending December 31,
|
Operating Leases and Other Contractual Obligation
(1)
|
|
Purchase Commitments
|
|
Total
|
||||||
2019
|
$
|
3,907
|
|
|
$
|
19,296
|
|
|
$
|
23,203
|
|
2020
|
1,921
|
|
|
—
|
|
|
1,921
|
|
|||
2021
|
1,194
|
|
|
—
|
|
|
1,194
|
|
|||
2022
|
313
|
|
|
—
|
|
|
313
|
|
|||
2023
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
7,335
|
|
|
$
|
19,296
|
|
|
$
|
26,631
|
|
|
|
|
|
|
|
|
(1)
|
Other contractual obligation represents the technology licensing arrangement we entered into in 2008 over the life of the associated patents. The last annual payment of
$140 thousand
is due in January 2019.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Stock-based compensation by type of award:
|
|
|
|
|
|
||||||
Stock options
|
$
|
1,353
|
|
|
$
|
2,705
|
|
|
$
|
4,153
|
|
Stock awards
|
10,445
|
|
|
11,421
|
|
|
12,567
|
|
|||
Employee stock purchase rights
(1)
|
5,240
|
|
|
3,077
|
|
|
202
|
|
|||
Total
|
$
|
17,038
|
|
|
$
|
17,203
|
|
|
$
|
16,922
|
|
|
|
|
|
|
|
||||||
Stock-based compensation by category of expense:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
1,602
|
|
|
$
|
1,362
|
|
|
$
|
1,105
|
|
Sales and marketing
|
5,667
|
|
|
6,075
|
|
|
7,006
|
|
|||
Research and development
|
6,631
|
|
|
6,343
|
|
|
5,732
|
|
|||
General and administrative
|
3,138
|
|
|
3,423
|
|
|
3,079
|
|
|||
Total
|
$
|
17,038
|
|
|
$
|
17,203
|
|
|
$
|
16,922
|
|
|
|
|
|
|
|
|
(1)
|
Amount for the year ended
December 31, 2018
includes
$4.1 million
of accelerated stock-based compensation expense. In March 2018, as a result of a suspension of the 2014 Purchase Plan due to our non-timely filing status, all unrecognized stock-based compensation expense related to ESPP under the 2014 Purchase Plan was accelerated and recognized within the consolidated statement of operations.
|
|
Stock Options
|
|
Employee Stock Purchase Rights
|
||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
Expected term (in years)
|
4.8
|
|
4.7
|
|
4.9
|
|
0.5
|
|
1.3
|
|
1.3
|
Risk-free interest rate
|
3.1%
|
|
2.0%
|
|
1.4%
|
|
2.6%
|
|
1.4%
|
|
0.8%
|
Expected volatility
|
37%
|
|
43%
|
|
49%
|
|
28%
|
|
39%
|
|
42%
|
Dividend rate
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
•
|
Expected Term
.
We estimate the expected life of options based on an analysis of our historical experience of employee exercise and post-vesting termination behavior considered in relation to the contractual life of the option. The expected term for the employee stock purchase rights is based on the term of the purchase period.
|
•
|
Risk-Free Interest Rate
.
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected terms of stock options and the employee stock purchase rights.
|
•
|
Expected Volatility
.
For stock options, due to the limited trading history of our own common stock, we determined the share price volatility factor based on a combination of the historical volatility of our own common stock and the historical volatility of our peer group for the stock options. For employee stock purchase rights, we used the historical volatility of our own common stock.
|
•
|
Dividend Rate
.
The expected dividend was assumed to be zero as we have never paid dividends and do not anticipate paying any dividends in the foreseeable future.
|
|
Number of Shares
(thousands)
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
(years)
|
|
Aggregate Intrinsic Value
(1)
(thousands)
|
|||||
Outstanding as of December 31, 2017
|
6,018
|
|
|
$
|
5.18
|
|
|
|
|
|
||
Granted
|
317
|
|
|
$
|
5.93
|
|
|
|
|
|
|
|
Exercised
|
(1,029
|
)
|
|
$
|
3.60
|
|
|
|
|
|
||
Canceled
|
(632
|
)
|
|
$
|
8.05
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2018
|
4,674
|
|
|
$
|
5.19
|
|
|
5.0
|
|
$
|
7,395
|
|
Vested and exercisable as of December 31, 2018
|
4,062
|
|
|
$
|
5.01
|
|
|
4.4
|
|
$
|
7,188
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The aggregate intrinsic value represents the excess of the closing price of our common stock of
$6.24
as of
December 31, 2018
over the exercise price of the outstanding in-the-money options.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average grant date fair value of options granted (per share)
|
$
|
2.19
|
|
|
$
|
3.14
|
|
|
$
|
2.38
|
|
Intrinsic value of options exercised
(1)
|
$
|
2,629
|
|
|
$
|
8,013
|
|
|
$
|
5,990
|
|
|
(1)
|
Intrinsic value of options exercised is the difference between the closing price of our common stock at the time of exercise and the exercise price paid.
|
|
Number of Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Weighted-Average Remaining Vesting Term
(years)
|
|||
Nonvested as of December 31, 2017
|
5,568
|
|
|
$
|
6.88
|
|
|
|
Granted
|
3,568
|
|
|
$
|
5.95
|
|
|
|
Released
|
(1,580
|
)
|
|
$
|
7.04
|
|
|
|
Canceled
|
(1,582
|
)
|
|
$
|
6.03
|
|
|
|
Nonvested as of December 31, 2018
|
5,974
|
|
|
$
|
6.51
|
|
|
1.6
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average grant date fair value of stock awards granted (per share)
|
$
|
5.95
|
|
|
$
|
8.55
|
|
|
$
|
6.50
|
|
Total fair value of stock awards released (vested) during the period
|
$
|
9,714
|
|
|
$
|
13,961
|
|
|
$
|
9,687
|
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Stock options, RSUs and employee stock purchase rights
|
9,621
|
|
|
12,184
|
|
|
13,631
|
|
Common stock subject to repurchase
|
—
|
|
|
—
|
|
|
14
|
|
Total
|
9,621
|
|
|
12,184
|
|
|
13,645
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic loss
|
$
|
(29,658
|
)
|
|
$
|
(13,752
|
)
|
|
$
|
(24,429
|
)
|
Foreign income
|
3,123
|
|
|
4,207
|
|
|
2,795
|
|
|||
Loss before income taxes
|
$
|
(26,535
|
)
|
|
$
|
(9,545
|
)
|
|
$
|
(21,634
|
)
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current provision for income taxes:
|
|
|
|
|
|
||||||
State
|
$
|
44
|
|
|
$
|
48
|
|
|
$
|
41
|
|
Foreign
|
953
|
|
|
1,023
|
|
|
1,009
|
|
|||
Total current
|
997
|
|
|
1,071
|
|
|
1,050
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
(13
|
)
|
|
26
|
|
|
17
|
|
|||
Foreign
|
98
|
|
|
109
|
|
|
(310
|
)
|
|||
Total deferred
|
85
|
|
|
135
|
|
|
(293
|
)
|
|||
Provision for income taxes
|
$
|
1,082
|
|
|
$
|
1,206
|
|
|
$
|
757
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
43,869
|
|
|
$
|
37,326
|
|
Research and development credits, net of uncertain tax positions
|
22,051
|
|
|
17,119
|
|
||
Accruals, reserves, and other
|
11,264
|
|
|
13,992
|
|
||
Stock-based compensation
|
2,628
|
|
|
2,994
|
|
||
Depreciation and amortization
|
1,952
|
|
|
1,954
|
|
||
Gross deferred tax assets
|
81,764
|
|
|
73,385
|
|
||
Valuation allowance
|
(78,681
|
)
|
|
(72,458
|
)
|
||
Total deferred tax assets
|
3,083
|
|
|
927
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Deferred contract acquisition costs
|
(2,256
|
)
|
|
—
|
|
||
Other
|
(13
|
)
|
|
(28
|
)
|
||
Total deferred tax liabilities
|
(2,269
|
)
|
|
(28
|
)
|
||
Net deferred tax assets
|
$
|
814
|
|
|
$
|
899
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Gross unrecognized tax benefits—beginning balance
|
$
|
3,782
|
|
|
$
|
3,360
|
|
|
$
|
2,552
|
|
Increases (decrease) related to tax positions from prior years
|
(266
|
)
|
|
(151
|
)
|
|
66
|
|
|||
Increases related to tax positions taken during current year
|
675
|
|
|
573
|
|
|
742
|
|
|||
Decreases related to tax positions taken during the current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gross unrecognized tax benefits—ending balance
|
$
|
4,191
|
|
|
$
|
3,782
|
|
|
$
|
3,360
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
103,791
|
|
|
$
|
115,536
|
|
|
$
|
115,706
|
|
Japan
|
55,205
|
|
|
51,488
|
|
|
52,951
|
|
|||
Asia Pacific, excluding Japan
|
36,897
|
|
|
33,189
|
|
|
29,829
|
|
|||
EMEA
|
27,615
|
|
|
27,859
|
|
|
23,669
|
|
|||
Latin America
|
8,715
|
|
|
7,357
|
|
|
5,142
|
|
|||
Total
|
$
|
232,223
|
|
|
$
|
235,429
|
|
|
$
|
227,297
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
United States
|
$
|
5,525
|
|
|
$
|
7,733
|
|
Japan
|
1,108
|
|
|
1,510
|
|
||
Other
|
629
|
|
|
670
|
|
||
Total
|
$
|
7,262
|
|
|
$
|
9,913
|
|
|
|
|
|
Developed technology
|
|
$
|
5,050
|
|
Goodwill
|
|
1,235
|
|
|
Other tangible assets
|
|
58
|
|
|
Total assets acquired
|
|
$
|
6,343
|
|
|
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
||||||||
Revenue
|
$
|
49,183
|
|
|
$
|
60,713
|
|
|
$
|
60,502
|
|
|
$
|
61,825
|
|
Gross profit
|
$
|
37,299
|
|
|
$
|
47,526
|
|
|
$
|
47,488
|
|
|
$
|
48,014
|
|
Net loss
|
$
|
(19,670
|
)
|
|
$
|
(4,532
|
)
|
|
$
|
(1,807
|
)
|
|
$
|
(1,608
|
)
|
Net loss per share - basic
|
$
|
(0.27
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Net loss per share - diluted
|
$
|
(0.27
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
Quarter Ended
|
||||||||||||||
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||
Revenue
|
$
|
63,934
|
|
|
$
|
53,973
|
|
|
$
|
62,005
|
|
|
$
|
55,517
|
|
Gross profit
|
$
|
49,191
|
|
|
$
|
41,173
|
|
|
$
|
48,138
|
|
|
$
|
43,609
|
|
Net income (loss)
|
$
|
(1,337
|
)
|
|
$
|
(7,955
|
)
|
|
$
|
(2,245
|
)
|
|
$
|
786
|
|
Net income (loss) per share - basic
|
$
|
(0.02
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
Net income (loss) per share - diluted
|
$
|
(0.02
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
•
|
Executive Management Communications to Reinforce Compliance
- Our Chief Executive Officer and Chief Financial Officer, at the direction of our Board of Directors, have in communications to personnel continued to reinforce the importance of adherence to our policies and procedures regarding ethics and compliance and the importance of identifying misconduct and raising and communicating concerns.
|
•
|
Changes to Our Executive Management and Sales Personnel
- We have hired new personnel, who have enabled improved lines of communication across business functions, to address areas of identified gaps in expertise.
|
•
|
Training Practices
- We initiated development of a comprehensive training program relating to revenue recognition and contract review and have begun to deploy elements of the training to our sales personnel.
|
•
|
Credit Policies and Procedures
- We evaluated our practices regarding extension of credit to customers and evaluation of customer creditworthiness. The improved practices have been implemented and we are in the process of testing the effectiveness of those practices.
|
•
|
Revenue Recognition Policies and Procedures
- We have evaluated our revenue recognition policies and procedures and are implementing improvements.
|
•
|
Implementation and Enhancement of Entity Level Controls -
We are implementing additional controls in our quarterly/annual financial reporting process, including enhanced sub-certifications by all sales personnel, as well as other key personnel in our finance, human resources, and legal functions. The enhanced sub-certifications include specific
|
(a)
|
We have filed the following documents are filed as part of this Annual Report on Form 10-K:
|
1.
|
Consolidated Financial Statements
|
2.
|
Consolidated Financial Statement Schedules
|
3.
|
Exhibits.
|
Exhibit
Number |
|
|
|
Incorporated by Reference
|
|
|
||||||
Description
|
Form
|
|
SEC File No.
|
|
Exhibit Number
|
|
Filing Date
|
Filed Herewith
|
||||
3.1
|
|
|
8-K
|
|
001-36343
|
|
3.1
|
|
November 9. 2018
|
|
|
|
3.2
|
|
|
S-1/A
|
|
333-194015
|
|
3.2
|
|
March 10, 2014
|
|
|
|
3.3
|
|
|
8-K
|
|
001-36343
|
|
3.2
|
|
November 9. 2018
|
|
|
|
3.4
|
|
|
8-K
|
|
001-36343
|
|
3.2
|
|
January 8, 2019
|
|
|
|
4.1
|
|
|
S-1/A
|
|
333-194015
|
|
4.1
|
|
March 10, 2014
|
|
|
|
4.2
|
|
|
S-1/A
|
|
333-194015
|
|
4.2
|
|
March 10, 2014
|
|
|
|
10.1*
|
|
|
S-1/A
|
|
333-194015
|
|
10.1
|
|
March 10, 2014
|
|
|
|
10.2*
|
|
|
10-Q
|
|
001-36343
|
|
10.2
|
|
May 13, 2014
|
|
|
|
10.3*
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
August 6, 2015
|
|
|
|
10.4*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.5*
|
|
|
S-1/A
|
|
333-194015
|
|
10.5
|
|
March 10, 2014
|
|
|
|
10.6*
|
|
|
10-Q
|
|
001-36343
|
|
10.2
|
|
August 4, 2014
|
|
|
|
10.7*
|
|
|
10-Q
|
|
001-36343
|
|
10.3
|
|
August 4, 2014
|
|
|
|
10.8*
|
|
|
10-Q
|
|
001-36343
|
|
10.4
|
|
August 4, 2014
|
|
|
|
10.9*
|
|
|
10-Q
|
|
001-36343
|
|
10.5
|
|
August 4, 2014
|
|
|
|
10.10*
|
|
|
S-1/A
|
|
333-194015
|
|
10.6
|
|
March 10, 2014
|
|
|
|
10.11*
|
|
|
S-1/A
|
|
333-194015
|
|
10.7
|
|
March 10, 2014
|
|
|
|
10.12*
|
|
|
S-1/A
|
|
333-194015
|
|
10.9
|
|
March 10, 2014
|
|
|
Exhibit
Number |
|
|
|
Incorporated by Reference
|
|
|
||||||
Description
|
Form
|
|
SEC File No.
|
|
Exhibit Number
|
|
Filing Date
|
Filed Herewith
|
||||
10.13
|
|
|
S-1/A
|
|
333-194015
|
|
10.12
|
|
February 18, 2014
|
|
|
|
10.14
|
|
|
S-1/A
|
|
333-194015
|
|
10.13
|
|
February 18, 2014
|
|
|
|
10.15
|
|
|
S-1/A
|
|
333-194015
|
|
10.14
|
|
February 18, 2014
|
|
|
|
10.16
|
|
|
S-1/A
|
|
333-194015
|
|
10.15
|
|
February 18, 2014
|
|
|
|
10.17
|
|
|
S-1/A
|
|
333-194015
|
|
10.16
|
|
February 18, 2014
|
|
|
|
10.18
|
|
|
S-1/A
|
|
333-194015
|
|
10.17
|
|
February 18, 2014
|
|
|
|
10.19
|
|
|
S-1/A
|
|
333-194015
|
|
10.18
|
|
February 18, 2014
|
|
|
|
10.20
|
|
|
S-1/A
|
|
333-194015
|
|
10.19
|
|
February 18, 2014
|
|
|
|
10.21
|
|
|
S-1/A
|
|
333-194015
|
|
10.20
|
|
February 18, 2014
|
|
|
|
10.22
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
August 4, 2014
|
|
|
|
10.23
|
|
|
S-1/A
|
|
333-194015
|
|
10.21
|
|
February 18, 2014
|
|
|
|
10.24
|
|
|
S-1/A
|
|
333-194015
|
|
10.22
|
|
February 18, 2014
|
|
|
|
10.25
|
|
|
S-1/A
|
|
333-194015
|
|
10.23
|
|
February 18, 2014
|
|
|
|
10.26
|
|
|
10-K
|
|
001-36343
|
|
10.31
|
|
March 11, 2015
|
|
|
|
10.27*
|
|
|
S-1/A
|
|
333-194015
|
|
10.25
|
|
March 10, 2014
|
|
|
|
10.28*
|
|
|
10-K
|
|
001-6343
|
|
10.32
|
|
March 1, 2016
|
|
|
|
10.29
|
|
|
10-Q
|
|
001-36343
|
|
10.2
|
|
September 24, 2018
|
|
|
|
10.30
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
November 3, 2016
|
|
|
|
10.31*
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
May 5, 2017
|
|
|
|
10.32*
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
August 3, 2017
|
|
|
|
10.33*
|
|
|
10-K
|
|
001-36343
|
|
10.32
|
|
August 29, 2018
|
|
|
|
10.34*
|
|
|
10-K
|
|
001-36343
|
|
10.33
|
|
August 29, 2018
|
|
|
|
10.35*
|
|
|
|
8-K
|
|
001-36343
|
|
10.1
|
|
March 16, 2018
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
Number |
|
|
|
Incorporated by Reference
|
|
|
||||||
Description
|
Form
|
|
SEC File No.
|
|
Exhibit Number
|
|
Filing Date
|
Filed Herewith
|
||||
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1 **
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2 **
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
*
|
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.
|
|
|
|
A10 NETWORKS, INC.
|
|
|
|
|
|
|
Date:
|
March 15, 2019
|
|
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 Chairman of the Board
|
|
March 15, 2019
|
Lee Chen
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Tom Constantino
|
|
Chief Financial Officer
|
|
March 15, 2019
|
Tom Constantino
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Peter Y. Chung
|
|
Director
|
|
March 15, 2019
|
Peter Y. Chung
|
|
|
|
|
|
|
|
|
|
/s/ Alan S. Henricks
|
|
Director
|
|
March 15, 2019
|
Alan S. Henricks
|
|
|
|
|
|
|
|
|
|
/s/ Phillip J. Salsbury
|
|
Director
|
|
March 15, 2019
|
Phillip J. Salsbury
|
|
|
|
|
|
|
|
|
|
/s/ Tor R. Braham
|
|
Director
|
|
March 15, 2019
|
Tor R. Braham
|
|
|
|
|
SUBSIDIARIES OF THE REGISTRANT
|
|
|
|
|
|
Subsidiary Name
|
Jurisdiction of Incorporation or Organization
|
A10 Networks, Anguilla, Ltd.
|
Anguilla
|
A10 Networks (Australia) Pty Ltd.
|
Australia
|
A10 Networks Inc. (Beijing)
|
China
|
A10 Networks, Inc. - Taiwan
|
Taiwan, Republic of China
|
A10 Networks India Private Limited
|
India
|
A10 Networks Israel Ltd.
|
Israel
|
A10 Networks, KK
|
Japan
|
A10 Networks Limited
|
United Kingdom
|
A10 Networks Singapore Pte. Ltd.
|
Singapore
|
Shanghai A10 Networks Technology Co., Ltd.
|
China
|
A10 Networks Malaysia Sdn. Bhd.
|
Malaysia
|
1.
|
I have reviewed this Annual Report on Form 10-K of A10 Networks, Inc. for the quarter ended
December 31, 2018
;
|
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(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)) 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(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):
|
(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:
|
March 15, 2019
|
By: /s/ Lee Chen
|
|
|
Lee Chen
|
||
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of A10 Networks, Inc. for the quarter ended
December 31, 2018
;
|
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(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) 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(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):
|
(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:
|
March 15, 2019
|
By: /s/ Tom Constantino
|
|
|
Tom Constantino
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 15, 2019
|
By: /s/ Lee Chen
|
|
|
Lee Chen
|
||
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 15, 2019
|
By: /s/ Tom Constantino
|
|
|
Tom Constantino
|
||
|
Executive Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
|