PANW - 8-K - Q4'14 Earnings Release


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 9, 2014
 _____________________
Palo Alto Networks, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-35594
20-2530195
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
4401 Great America Parkway
Santa Clara, California 95054
(Address of principal executive office, including zip code)
(408) 753-4000
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 






Item 2.02 Results of Operations and Financial Condition.
On September 9, 2014, Palo Alto Networks, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal fourth quarter and fiscal year ended July 31, 2014. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, (the “Securities Act”), regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)      Exhibits.
Exhibit No.
Description
99.1
Press release dated as of September 9, 2014.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
PALO ALTO NETWORKS, INC.
 
 
By:
/s/ MARK D. MCLAUGHLIN
 
Mark D. McLaughlin
 
President and Chief Executive Officer

Date: September 9, 2014






EXHIBIT INDEX
Exhibit No.
Description
99.1
Press release dated as of September 9, 2014.



Ex 99.1 (Q4'14 Earnings Release)


Exhibit 99.1

Palo Alto Networks Reports Fiscal Fourth Quarter and Fiscal Year 2014
Financial Results

Fiscal fourth quarter total revenue grows 59 percent year-over-year to a record $178.2 million
Fiscal year 2014 revenue grows 51 percent year-over-year to $598.2 million
Fiscal fourth quarter product revenue grows 52 percent year-over-year to $99.7 million; recurring subscription revenue grows 74 percent year-over-year to $37.6 million
Fiscal fourth quarter billings grow 64 percent year-over-year to a record $232.9 million

SANTA CLARA, Calif., September 9, 2014 - Palo Alto Networks, Inc. (NYSE: PANW) today announced financial results for its fiscal fourth quarter and fiscal year 2014 ended July 31, 2014.

Total revenue for the fiscal fourth quarter grew 59 percent year-over-year to a record $178.2 million, compared with $112.4 million in the fiscal fourth quarter of 2013. GAAP net loss for the fiscal fourth quarter was $32.1 million, or $0.41 per diluted share, compared with a net loss of $15.8 million, or $0.22 per diluted share, in the fiscal fourth quarter of 2013.

Palo Alto Networks recorded fiscal fourth quarter non-GAAP net income of $9.1 million, or $0.11 per diluted share, compared with non-GAAP net income of $5.5 million, or $0.07 per diluted share, in the fiscal fourth quarter of 2013. A reconciliation between GAAP and non-GAAP information is contained in the tables below.

“We delivered a record finish to fiscal year 2014 with fourth quarter revenue growth driven by continued rapid adoption of our unique enterprise security platform,” said Mark McLaughlin, president and chief executive officer of Palo Alto networks. “Our platform is built from the ground up to solve the most complex security issues and provides tightly integrated and automated detection and prevention capabilities at enterprise-class performance levels. Our results demonstrate that enterprises around the world are turning to Palo Alto Networks as their strategic partner in the cyber security battle.”

For fiscal year 2014, total revenue grew 51 percent to $598.2 million, compared with $396.1 million in fiscal year 2013. GAAP net loss was $226.5 million, or $3.05 per diluted share, in fiscal year 2014, compared with net loss of $29.2 million, or $0.43 per diluted share, in fiscal year 2013. Non-GAAP net

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income for fiscal year 2014 was $31.8 million, or $0.40 per diluted share, compared with non-GAAP net income of $18.2 million, or $0.24 per diluted share, in fiscal year 2013.

“We are pleased with our results for the fourth quarter and fiscal year 2014. In the fourth quarter, our land, expand, and retain strategy, combined with our hybrid SaaS revenue model, drove strong sales performance across product, subscription services, and support and maintenance. Our growth continues to substantially outpace that of our competitors and our addressable market - valued today at approximately $16 billion,” said Steffan Tomlinson, chief financial officer of Palo Alto Networks. “Increasing adoption of our subscription services in the quarter contributed to non-GAAP gross margin expansion, both sequentially and year-over-year, as well as adjusted free cash flow of $44.1 million, an increase of 23 percent year over year.”

Recent Highlights
Completed a private placement of convertible senior notes - On June 30, 2014, we completed a private placement of $575 million aggregate principal amount of 0 percent Convertible Senior Notes due 2019.

Unveiled our new “Unit 42” threat intelligence team - This dedicated team of highly qualified security experts is harnessing the collective expertise of our hundreds of engineers and the unique visibility provided by our enterprise security platform to identify new advanced threats and vulnerabilities and share the valuable intelligence to help our customers and the industry at large protect their computing environments.

Established global distribution agreement with Westcon Group - Building on our previously established relationship with Westcon in 20 countries, this agreement includes plans to expand our relationship to more than 40 countries by the end of fiscal year 2016 and makes it even more efficient for our resellers to get access to our products, support and services.

Financial Outlook
Palo Alto Networks provides guidance based on current market conditions and expectations.

For the fiscal first quarter of 2015, Palo Alto Networks expects:
Total revenue in the range of $178 to $182 million, representing year-over-year growth between 39 percent and 42 percent.
Diluted non-GAAP earnings per share of approximately $0.12 using 83 to 85 million shares.

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Guidance for non-GAAP financial measures excludes stock-based compensation, amortization of acquisition-related intangible assets, acquisition expenses, discrete tax benefits, and other non-recurring expenses. The company has not reconciled diluted non-GAAP earnings per share guidance to net income (loss) per diluted share because the company does not provide guidance on net income (loss) or the various reconciling cash and non-cash items between GAAP net income (loss) and non-GAAP net income (loss). As items that impact these measures are out of the company’s control and/or cannot be reasonably predicted, the company is unable to provide such guidance. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measures is not available without unreasonable effort.

Conference Call Information
Palo Alto Networks will host a conference call for analysts and investors to discuss its fiscal fourth quarter and full year 2014 results and outlook for its fiscal first quarter of 2015 today at 4:30 PM Eastern time / 1:30 PM Pacific time. Open to the public, investors may access the call by dialing 1-866-515-2912 or 617-399-5126 and entering the passcode 85248539. A live audio webcast of the conference call along with supplemental financial information will also be accessible from the “Investors” section of the company’s website at investors.paloaltonetworks.com. Following the webcast, an archived version will be available on the website for one year. A telephonic replay of the call will be available two hours after the call and will run for five business days and may be accessed by dialing 1-888-286-8010 or 617-801-6888 and entering the passcode 78312357.

Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding the company’s financial outlook for the fiscal first quarter of 2015, growth trends, and continued momentum in the company’s business. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including: Palo Alto Networks’ limited operating history; risks associated with Palo Alto Networks’ rapid growth, particularly outside of the United States.; rapidly evolving technological developments in the market for network security products; and general market, political, economic and business conditions.

Additional risks and uncertainties that could affect Palo Alto Networks’ financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the company’s quarterly report on Form 10-Q filed with the SEC on June 3,

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2014, which is available on the company’s website at investors.paloaltonetworks.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that the company makes with the SEC from time to time. All forward-looking statements in this press release are based on information available to the company as of the date hereof, and Palo Alto Networks does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Non-GAAP Financial Measures
Palo Alto Networks has provided in this release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (GAAP). The company uses these non-GAAP financial measures internally in analyzing its financial results and believes that the use of these non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing the company’s financial results with other companies in its industry, many of which present similar non-GAAP financial measures.

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of the company’s non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review the reconciliation.

Non-GAAP net income and diluted net income per share. Palo Alto Networks defines non-GAAP net income as net income (loss) plus share-based compensation expense and related payroll taxes, acquisition related costs, litigation related charges including legal settlements, non-cash interest expense related to the company’s convertible senior notes, and tax adjustments related to the valuation allowance on deferred tax assets and interim tax cost associated with the implementation of the company’s international structure in fiscal fourth quarter of 2013. Palo Alto Networks believes that excluding these items provides management and investors with greater visibility into the underlying performance of the company’s core business operating results, meaning its operating performance excluding these items and, from time to time, other discrete charges that are infrequent in nature, over multiple periods. The company also excludes from non-GAAP net income and non-GAAP diluted net income per share the tax effects, including income tax associated with these items in order to provide a complete picture of the company’s

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recurring core business operating results. Without excluding these tax effects, investors would only see the gross effect that excluding these expenses had on the company’s operating results.

Billings. Palo Alto Networks defines billings as total revenue plus the change in deferred revenue, net of acquired deferred revenue, during the period. The company’s management monitors billings because billings drive deferred revenue, which is an important indicator of the health and visibility of the company’s business. The company considers billings to be a useful metric for management and investors, particularly as sales of subscriptions increase and the company experiences strong renewal rates for subscriptions and support and maintenance.

Free Cash Flow. Palo Alto Networks defines free cash flow as cash provided by operating activities less purchases of property, equipment, and other assets. Adjusted Free Cash Flow is defined as Free Cash Flow further adjusted by the one-time $75 million cash payment related to our legal settlement with Juniper. The company considers Free Cash Flow and Adjusted Free Cash Flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the purchases of property, equipment, and other assets, can be used for strategic opportunities, including investing in our business, making strategic acquisitions, and strengthening the balance sheet.

Investors are cautioned that there are a number of limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, many of the adjustments to the company’s GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in the company’s financial results for the foreseeable future, such as share-based compensation. Share-based compensation is an important part of Palo Alto Networks employees’ compensation and impacts their performance. In addition, the billings metric reported by the company includes amounts that have not yet been recognized as revenue. The components that Palo Alto Networks excludes in its calculation of non-GAAP financial measures may differ from the components that its peer companies exclude when they report their non-GAAP results of operations. Palo Alto Networks compensates for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures. In the future, the company may also exclude non-recurring expenses and other expenses that do not reflect the company’s core business operating results.


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ABOUT PALO ALTO NETWORKS
Palo Alto Networks is leading a new era in cybersecurity by protecting thousands of enterprise, government, and service provider networks from cyber threats. Unlike fragmented legacy products, our security platform safely enables business operations and delivers protection based on what matters most in today's dynamic computing environments: applications, users, and content. Find out more at www.paloaltonetworks.com.

Palo Alto Networks and the Palo Alto Networks Logo are trademarks of Palo Alto Networks, Inc. in the United States and in jurisdictions throughout the world. All other trademarks, trade names or service marks used or mentioned herein belong to their respective owners.


Media Contact:
Jennifer Jasper Smith
Head of Corporate Communications
Palo Alto Networks
408-638-3280
jjsmith@paloaltonetworks.com

Investor Relations Contact:
Kelsey Turcotte
Vice President of Investor Relations
408-753-3872
kturcotte@paloaltonetworks.com

Chris Danne/Maria Riley
The Blueshirt Group
415-217-7722
ir@paloaltonetworks.com



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Palo Alto Networks, Inc.
Preliminary Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 

Three Months Ended July 31,
 
Year Ended July 31,
 
2014
 
2013
 
2014
 
2013
Revenue:
 
 
 
 
 
 
 
Product
$
99,707

 
$
65,456

 
$
340,143

 
$
243,707

Services
78,524

 
46,929

 
258,036

 
152,400

Total revenue
178,231

 
112,385

 
598,179

 
396,107

Cost of revenue:
 
 
 
 
 
 
 
Product
26,903

 
16,505

 
85,503

 
63,412

Services
21,704

 
13,753

 
74,125

 
46,344

Total cost of revenue
48,607

 
30,258

 
159,628

 
109,756

Total gross profit
129,624

 
82,127

 
438,551

 
286,351

Operating expenses:
 
 
 
 
 
 
 
Research and development
32,830

 
17,627

 
104,813

 
62,482

Sales and marketing
106,668

 
59,635

 
334,763

 
199,771

General and administrative
15,574

 
11,748

 
73,149

 
42,719

Legal settlement

 

 
141,173

 

Total operating expenses
155,072

 
89,010

 
653,898

 
304,972

Operating loss
(25,448
)
 
(6,883
)
 
(215,347
)
 
(18,621
)
Interest expense
(1,848
)
 
(9
)
 
(1,883
)
 
(74
)
Other income (expense), net
(5,595
)
 
14

 
(4,930
)
 
39

Loss before income taxes
(32,891
)
 
(6,878
)
 
(222,160
)
 
(18,656
)
Provision for (benefit from) income taxes
(833
)
 
8,958

 
4,292

 
10,590

Net loss
$
(32,058
)
 
$
(15,836
)
 
$
(226,452
)
 
$
(29,246
)
Net loss per share, basic and diluted
$
(0.41
)
 
$
(0.22
)
 
$
(3.05
)
 
$
(0.43
)
Weighted-average shares used to compute
net loss per share, basic and diluted
77,859

 
70,936

 
74,291

 
68,682



7



Palo Alto Networks, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share amounts)
(Unaudited)
 
 
 
 
 
 
 
 

Three Months Ended July 31,
 
Year Ended July 31,
 
2014
 
2013
 
2014
 
2013
GAAP net loss
$
(32,058
)
 
$
(15,836
)
 
$
(226,452
)
 
$
(29,246
)
Share-based compensation expense
33,122

 
14,146

 
96,463

 
43,876

Share-based payroll tax expense
938

 
152

 
4,825

 
1,287

Acquisition related costs
329

 

 
7,809

 

Amortization expense of acquired intangible assets
1,453

 

 
2,132

 

Litigation related charges [a]
9,937

 
1,350

 
160,384

 
3,645

Non-cash interest expense related to convertible notes 
1,826

 

 
1,826

 

Loss on facility sublease

 
262

 

 
262

Income tax and other tax adjustments related to the above [b]
(6,424
)
 
5,462

 
(15,193
)
 
(1,592
)
Non-GAAP net income
$
9,123

 
$
5,536

 
$
31,794

 
$
18,232

 
 
 
 
 
 
 
 
GAAP net loss per share, diluted
$
(0.41
)
 
$
(0.22
)
 
$
(3.05
)
 
$
(0.43
)
Share-based compensation expense
0.42

 
0.20

 
1.27

 
0.62

Share-based payroll tax expense
0.01

 
0.00

 
0.06

 
0.02

Acquisition related costs
0.00

 
0.00

 
0.11

 
0.00

Amortization expense of acquired intangible assets
0.02

 
0.00

 
0.03

 
0.00

Litigation related charges [a]
0.13

 
0.02

 
2.16

 
0.05

Non-cash interest expense related to convertible notes 
0.02

 
0.00

 
0.02

 
0.00

Loss on facility sublease
0.00

 
0.00

 
0.00

 
0.00

Income tax and other tax adjustments related to the above [b]
(0.08
)
 
0.07

 
(0.20
)
 
(0.02
)
Non-GAAP net income per share, diluted
$
0.11

 
$
0.07

 
$
0.40

 
$
0.24

 
 
 
 
 
 
 
 
GAAP weighted-average shares used to compute net loss per share, diluted
77,859

 
70,936

 
74,291

 
68,682

Weighted-average effect of potentially dilutive securities
5,092

 
5,739

 
5,281

 
8,768

Non-GAAP weighted-average shares used to compute net income per share, diluted
82,951

 
76,675

 
79,572

 
77,450

 
 
 
 
 
 
 
 
Revenue
$
178,231

 
$
112,385

 
$
598,179

 
$
396,107

Change in deferred revenue, net of acquired deferred revenue
54,645

 
29,926

 
173,196

 
113,422

Billings
$
232,876

 
$
142,311

 
$
771,375

 
$
509,529

 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
(26,150
)
 
$
41,730

 
$
88,406

 
$
114,519

Less: purchases of property, equipment, and other assets
4,728

 
5,847

 
36,107

 
22,442

Free cash flow
$
(30,878
)
 
$
35,883

 
$
52,299

 
$
92,077

Add: cash paid for legal settlement
75,000

 

 
75,000

 

Adjusted free cash flow
$
44,122

 
$
35,883

 
$
127,299

 
$
92,077

___________
[a]    Includes expenses for legal services and settlements, including the legal settlement with Fortinet of $20.0M in Q2’14, the legal settlement with Juniper of $121.2M in Q3’14, the mark-to-market for the warrants issued as part of the settlement with Juniper of $5.9M in Q4’14, and beginning in Q4’14, the amortization of intellectual property licenses entered into as part of the settlement with Juniper of $2.0M.
[b]    Includes the tax effects of the exclusions listed above as well as the adjustment related to the valuation allowance on deferred tax assets and interim tax cost associated with the implementation of the international structure of $10.8M in Q4’13.

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Palo Alto Networks, Inc.
Preliminary Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
 
 
 
 
 
July 31, 2014
 
July 31, 2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
653,812

 
$
310,614

Short-term investments
118,690

 
109,007

Accounts receivable, net
135,518

 
87,461

Prepaid expenses and other current assets
50,306

 
22,617

Total current assets
958,326

 
529,699

Property and equipment, net
48,744

 
32,086

Long-term investments
201,880

 
17,314

Goodwill
155,033

 

Intangible assets, net
47,955

 
1,358

Other assets
66,528

 
5,149

Total assets
$
1,478,466

 
$
585,606

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
14,526

 
$
15,544

Accrued compensation
48,727

 
22,004

Accrued and other liabilities
25,000

 
14,609

Deferred revenue
259,918

 
153,945

Total current liabilities
348,171

 
206,102

Convertible senior notes, net
466,875

 

Long-term deferred revenue
162,660

 
95,285

Other long-term liabilities
32,177

 
11,799

Stockholders’ equity:
 
 
 
Preferred stock

 

Common stock
8

 
7

Additional paid-in capital
804,406

 
381,703

Accumulated other comprehensive loss
(105
)
 
(16
)
Accumulated deficit
(335,726
)
 
(109,274
)
Total stockholders’ equity
468,583

 
272,420

Total liabilities and stockholders’ equity
$
1,478,466

 
$
585,606



9



Palo Alto Networks, Inc.
Preliminary Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
 
 
 
Year Ended July 31,
 
2014
 
2013
Cash flows from operating activities
 
 
 
Net loss
$
(226,452
)
 
$
(29,246
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Share-based compensation for equity based awards
99,774

 
43,704

Issuance of common stock for legal settlement
46,173

 

Depreciation and amortization
19,419

 
9,892

Amortization of investment premiums, net of accretion of purchase discounts
1,518

 
1,943

Amortization of debt discount and debt issuance costs
1,826

 

Change in fair value of common stock warrant
5,859

 

Excess tax benefit from share-based compensation
(957
)
 
(6,762
)
Loss on facility sublease

 
262

Changes in operating assets and liabilities, net of effects of acquisitions:
 
 
 
Accounts receivable, net
(47,949
)
 
(41,819
)
Prepaid expenses and other assets
(10,308
)
 
(8,865
)
Accounts payable
(1,100
)
 
5,830

Accrued compensation
26,331

 
10,697

Accrued and other liabilities
1,076

 
15,461

Deferred revenue
173,196

 
113,422

Net cash provided by operating activities
88,406

 
114,519

Cash flows from investing activities
 
 
 
Purchase of investments
(506,642
)
 
(345,324
)
Proceeds from sales of investments
74,597

 
13,491

Proceeds from maturities of investments
233,530

 
202,710

Acquisition of business, net of cash acquired
(85,726
)
 

Purchase of property, equipment, and other assets
(36,107
)
 
(22,442
)
Net cash used in investing activities
(320,348
)
 
(151,565
)
Cash flows from financing activities
 
 
 
Proceeds from borrowings on convertible senior notes, net
560,433

 

Proceeds from issuance of warrants
78,258

 

Purchase of convertible note hedges
(110,975
)
 

Proceeds from exercise of stock options
33,730

 
14,765

Proceeds from employee stock purchase plan
12,869

 
6,267

Excess tax benefit from share-based compensation
957

 
6,762

Payments of initial public offering costs

 
(2,698
)
Repurchase of restricted common stock from terminated employees
(132
)
 
(78
)
Net cash provided by financing activities
575,140

 
25,018

Net increase (decrease) in cash and cash equivalents
343,198

 
(12,028
)
Cash and cash equivalents - beginning of period
310,614

 
322,642

Cash and cash equivalents - end of period
$
653,812

 
$
310,614


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