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

FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018

or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             

Commission File Number 001-36067
 

FireEye, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
20-1548921
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
601 McCarthy Blvd.
Milpitas, CA 95035
(408) 321-6300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x No  ¨    

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨   No   x
The number of shares of the registrant's common stock outstanding as of October 31, 2018 was 197,014,986.


Table of Contents
TABLE OF CONTENTS


 
 
 
 
Page 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 4.
 
 
Item 5.
 
 
Item 6.
 
 
 
 
 
 
 
 
 
 



PART I — FINANCIAL INFORMATION
Item1.    Financial Statements
FIREEYE, INC.
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
 
September 30, 2018
 
December 31, 2017*
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
397,297

 
$
180,891

Short-term investments
691,004

 
715,911

Accounts receivable, net of allowance for doubtful accounts of $3,042 and $2,503 at September 30, 2018 and December 31, 2017, respectively
129,163

 
146,317

Inventories
6,067

 
5,746

Prepaid expenses and other current assets
97,546

 
93,799

Total current assets
1,321,077

 
1,142,664

Property and equipment, net
86,251

 
71,357

Goodwill
999,888

 
984,661

Intangible assets, net
155,583

 
187,388

Deposits and other long-term assets
74,116

 
72,767

TOTAL ASSETS
$
2,636,915

 
$
2,458,837

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
31,938

 
$
35,684

Accrued and other current liabilities
27,982

 
19,569

Accrued compensation
63,951

 
59,588

Deferred revenue, current portion
528,752

 
546,615

Total current liabilities
652,623


661,456

Convertible senior notes, net
950,942

 
779,578

Deferred revenue, non-current portion
358,403

 
363,485

Other long-term liabilities
24,085

 
22,102

Total liabilities
1,986,053


1,826,621

Commitments and contingencies (NOTE 10)

 

Stockholders' equity:
 
 
 
Common stock, par value of $0.0001 per share; 1,000,000 shares authorized, 196,934 shares and 187,105 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively
20

 
19

Additional paid-in capital
3,104,476

 
2,891,441

Treasury stock, at cost; 3,333 shares as of September 30, 2018 and December 31, 2017
(150,000
)
 
(150,000
)
Accumulated other comprehensive loss
(2,545
)
 
(2,881
)
Accumulated deficit
(2,301,089
)
 
(2,106,363
)
Total stockholders’ equity
650,862


632,216

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
2,636,915


$
2,458,837

* Certain prior period amounts have been adjusted as a result of adoption of the new revenue recognition standard.
See accompanying notes to condensed consolidated financial statements.

1

Table of Contents
FIREEYE, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017*
 
2018
 
2017*
Revenue:
 
 
 
 
 
 
 
Product, subscription and support
$
175,653

 
$
163,174

 
$
508,555

 
$
475,000

Professional services
35,998

 
34,192

 
104,862

 
98,847

Total revenue
211,651


197,366


613,417


573,847

Cost of revenue:
 
 
 
 
 
 
 
Product, subscription and support
46,752

 
48,438

 
140,317

 
142,497

Professional services
20,682

 
20,628

 
62,328

 
60,110

Total cost of revenue
67,434


69,066


202,645


202,607

Total gross profit
144,217


128,300


410,772


371,240

Operating expenses:
 
 
 
 
 
 
 
Research and development
62,120

 
64,316

 
191,891

 
183,415

Sales and marketing
92,297

 
92,105

 
283,744

 
283,506

General and administrative
26,241

 
29,823

 
80,838

 
85,243

Total operating expenses
180,658


186,244


556,473


552,164

Operating loss
(36,441
)

(57,944
)

(145,701
)

(180,924
)
Interest income
4,484

 
2,468

 
10,807

 
6,668

Interest expense
(14,976
)
 
(12,611
)
 
(41,298
)
 
(37,241
)
Other income (expense), net
(1,424
)
 

 
(14,390
)
 
112

Loss before income taxes
(48,357
)

(68,087
)

(190,582
)

(211,385
)
Provision for income taxes
1,680

 
1,127

 
4,144

 
3,385

Net loss attributable to common stockholders
$
(50,037
)

$
(69,214
)

$
(194,726
)

$
(214,770
)
Net loss per share attributable to common stockholders, basic and diluted
$
(0.26
)
 
$
(0.39
)
 
$
(1.03
)
 
$
(1.22
)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted
192,359

 
179,732

 
189,526

 
176,232

* Certain prior period amounts have been adjusted as a result of adoption of the new revenue recognition standard.
See accompanying notes to condensed consolidated financial statements.

2

Table of Contents
FIREEYE, INC.
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017*
 
2018
 
2017*
Net loss
$
(50,037
)
 
$
(69,214
)
 
$
(194,726
)
 
$
(214,770
)
Change in net unrealized gain on available-for-sale investments, net of tax
950

 
179

 
336

 
528

Comprehensive loss
$
(49,087
)

$
(69,035
)

$
(194,390
)

$
(214,242
)
* Certain prior period amounts have been adjusted as a result of adoption of the new revenue recognition standard.
See accompanying notes to condensed consolidated financial statements.

3

Table of Contents
FIREEYE, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 
Nine Months Ended September 30,
 
2018
 
2017*
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net loss
$
(194,726
)
 
$
(214,770
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
66,688

 
78,612

Stock-based compensation
118,366

 
125,492

Non-cash interest expense related to convertible senior notes
31,638

 
28,023

Loss on repurchase of convertible senior notes
10,764

 

Deemed repayment of convertible senior notes attributable to accreted debt discount
(43,575
)
 

Change in fair value of contingent earn-out liability

 
(54
)
Deferred income taxes
(131
)
 
(53
)
Other
3,762

 
5,095

Changes in operating assets and liabilities, net of business acquisitions:
 
 
 
Accounts receivable
15,969

 
4,157

Inventories
(4,146
)
 
(1,890
)
Prepaid expenses and other assets
(3,014
)
 
3,529

Accounts payable
(6,615
)
 
(960
)
Accrued liabilities
8,419

 
(915
)
Accrued compensation
4,364

 
2,095

Deferred revenue
(22,946
)
 
(52,412
)
Other long-term liabilities
1,982

 
8,116

Net cash used in operating activities
(13,201
)

(15,935
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment and demonstration units
(37,020
)
 
(25,924
)
Purchases of short-term investments
(346,588
)
 
(315,626
)
Proceeds from maturities of short-term investments
370,128

 
304,042

Proceeds from sales of short-term investments

 
3,620

Business acquisitions, net of cash acquired
(5,945
)
 

Lease deposits
239

 
(451
)
Net cash used in investing activities
(19,186
)

(34,339
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Payments for contingent earn-outs

 
(38,928
)
Proceeds from issuance of convertible senior notes, net of issuance costs
584,405

 

Purchase of capped calls
(65,220
)
 

Repurchase of convertible senior notes
(286,817
)
 

Payment related to shares withheld for taxes

 
(1,004
)
Proceeds from employee stock purchase plan
10,993

 
10,764

Proceeds from exercise of equity awards
5,432

 
16,582

Net cash provided by (used in) financing activities
248,793


(12,586
)
Net change in cash and cash equivalents
216,406

 
(62,860
)
Cash and cash equivalents, beginning of period
180,891

 
223,667

Cash and cash equivalents, end of period
$
397,297


$
160,807


4

Table of Contents
FIREEYE, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 
Nine Months Ended September 30,
 
2018
 
2017*
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 
 
Cash paid for income taxes
$
3,499

 
$
3,680

Cash paid for interest
$
5,971

 
$
6,038

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
Common stock issued in connection with acquisitions
$
15,387

 
$

Purchases of property and equipment and demonstration units in accounts payable and accrued liabilities
$
16,222

 
$
17,213

* Certain prior period amounts have been adjusted as a result of adoption of the new revenue recognition standard.
See accompanying notes to condensed consolidated financial statements.

5

Table of Contents
FIREEYE, INC.
Notes to Condensed Consolidated Financial Statements


1. Description of Business and Summary of Significant Accounting Policies
Description of Business
FireEye, Inc., with principal executive offices located in Milpitas, California, was incorporated as NetForts, Inc. on February 18, 2004, under the laws of the State of Delaware, and changed its name to FireEye, Inc. on September 7, 2005.
FireEye, Inc. and its wholly owned subsidiaries (collectively, the “Company”, “we”, “us” or “our”) provide comprehensive intelligence-based cybersecurity solutions that allow organizations to prepare for, prevent, respond to and remediate cyber attacks. Our portfolio of cyber security products and services is designed to detect and prevent attacks, as well as enable rapid discovery and response when a breach occurs. We accomplish this with products and services that adapt to changes in the threat environment in a cycle of innovation that incorporates our threat intelligence, machine-based technologies and cyber security expertise. Our core competitive advantages include:

Our high efficacy detection and prevention of known and unknown threats using machine-learning, behavioral analytics, and other intelligence-driven analysis (IDA) technologies, combined with our proprietary Multi-vector Virtual Execution (MVX) engine;
Our intelligence on threats and threat actors, based on the continuous flow of new attack data from our global network of sensors and virtual machines, as well as intelligence gathered by our security researchers, security operations analysts and incident responders; and
Our accumulated security expertise derived from responding to thousands of significant breaches over the past decade.

Our threat detection and prevention products encompass appliance-based (virtual and physical) and cloud solutions for network, email, and endpoint security, and are designed to detect and block known and unknown attacks. These products are complemented by our network forensics, cloud-based threat intelligence and analytics, managed detection and response services, cyber security consulting and incident response offerings. In combination, our products and services enable a proactive approach to cybersecurity that extends across the security operations cycle to reduce organizations’ overall cyber-risk at a lower total cost of ownership.
In the three months ended June 30, 2018, we issued $600 million aggregate principal amount of 0.875% Convertible Senior Notes due 2024 (the "2024 Notes"), in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). We recognized total net proceeds after the initial purchasers' discount and issuance costs of $584.4 million. In connection with the issuance of the 2024 Notes, we also entered into capped call transactions (the "Capped Calls") with certain parties affiliated with the initial purchasers of the 2024 Notes. We paid approximately $65.2 million for the Capped Calls, which have an initial strike price of $23.17 per share, which corresponds to the initial conversion price of the 2024 Notes. The Capped Calls have an initial cap price of $34.32 per share subject to certain adjustments as set forth in the confirmations for the Capped Calls.
In May 2018, in a separate transaction, we repurchased $340.2 million aggregate principal of existing 1.000% Convertible Senior Notes due 2035 (the "Series A Notes"). We used $330.4 million of the net proceeds from the 2024 Notes offering to repurchase such portion of the Series A Notes.
In January 2018, we completed the acquisition of privately-held X15 Software, Inc. ("X15"), a data management company. As consideration for the acquisition, we paid cash consideration of $5.3 million and issued 1,016,334 shares of our common stock with an estimated fair value of $15.4 million.
In October 2017, we acquired Clean Communications Limited (d/b/a The Email Laundry) ("The Email Laundry"), a privately-held email security company. We paid cash consideration of $4.3 million and issued 259,425 shares of our common stock with an estimated fair value of $4.4 million.
The majority of our products, subscriptions and services are sold to end-customers through distributors, resellers, and strategic partners, with a lesser percentage of sales directly to our end-customers.
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of FireEye, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and following the requirements of the Securities and Exchange Commission (“SEC”), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements

6


have been prepared on the same basis as our annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair statement of our financial information. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other interim period or for any other future year. The balance sheet as of December 31, 2017 has been derived from audited consolidated financial statements at that date but does not include all information required by U.S. GAAP for annual consolidated financial statements.
The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2017 included in our Annual Report on Form 10-K for the year ended December 31, 2017.
The Company adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"), effective January 1, 2018 using the full retrospective method. The cumulative effect of the adoption was recognized as an increase to accumulated deficit of $113.0 million on January 1, 2018 and impacted certain other prior period amounts. Certain amounts and disclosures set forth in this Quarterly Report on Form 10-Q have been updated to comply with the new standards.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such management estimates include, but are not limited to, determining the nature and timing of satisfaction of performance obligations, useful life of our security appliances that are dependent on intelligence and assessing the material rights associated with it, determining the standalone selling price ("SSP") of performance obligations, subscriptions and services, commissions expense including the period of benefit of customer acquisition cost, bonus expense, future taxable income, contract manufacturer liabilities, litigation and settlement costs and other loss contingencies, fair value of our equity awards, achievement of targets for performance stock units, fair value of the liability and equity components of the Convertible Senior Notes and the purchase price allocation of acquired businesses. We base our estimates on historical experience and on assumptions that we believe are reasonable. Changes in facts or circumstances may cause us to change our assumptions and estimates in future periods, and it is possible that actual results could differ from current or revised future estimates.
Summary of Significant Accounting Policies
Except for the accounting policies for revenue recognition and the associated treatments of deferred revenue, deferred cost of revenue and deferred commissions, updated as a result of adopting ASC 606, there have been no significant changes to our significant accounting policies as of and for the three and nine months ended September 30, 2018, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2017.
Revenue from Contracts with Customers
Revenue is recognized when all of the following criteria are met:
Identification of the contract, or contracts, with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) we determine that collection of substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration.
Identification of the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation.
Determination of the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. We typically estimate the transaction price impact of discounts offered to the customers for early payments on receivables or rebates based on channel partner sales achievements. Constraints are applied when estimating variable considerations based on historical experience where applicable.
Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP basis. Determination of SSP requires judgement. We determine standalone selling price taking into account available information such as historical selling prices

7


of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations.
Recognition of revenue when, or as, we satisfy performance obligation - We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer.
Nature of Products and Services
We generate revenue from the sales of physical and virtual security appliances (products), subscriptions, support and maintenance and professional services, primarily through our indirect relationships with our partners or direct relationships with end customers through our direct sales force. We account for our performance obligations in accordance with ASC 606, and all related interpretations.
All of our security appliance deliverables include proprietary operating system software, which together with regular security intelligence updates and support and maintenance, deliver the essential functionality of our appliance-based security products. We combine intelligence dependent appliances and software licenses with the related intelligence subscription and support as a single performance obligation. As a result, we recognize revenue for this single performance obligation ratably over the contractual term. Contracts containing this single performance obligation typically contain a material right of renewal option. For contracts that contain a material right of renewal option, the allocated value of the performance obligation is recognized ratably over the period between the end of the initial contractual term and the end of the estimated useful life of the related appliance and license.
Revenue from subscriptions to our cloud-based services, which allow customers to use our hosted security software over a contracted period without taking possession of the software and managed services where FireEye provides managed detection and response services for the customer are recognized over the contractual term. We also have a small portion of our revenue from appliances and software that are not dependent on regular threat intelligence updates. Revenue from these appliances and the associated software is therefore recognized when ownership is transferred to our customers, typically upon shipment.

Professional services, which include incident response, compromise assessments, and other security consulting services are offered on a time-and-materials basis or through a fixed fee arrangement, and we recognize the associated revenue as the services are delivered.
Contract Balances
Accounts Receivable
Trade accounts receivable are recorded at the billable amount where we have the unconditional right to bill, net of allowances for doubtful accounts. The allowance for doubtful accounts is based on our assessment of the collectability of accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each customer's expected ability to pay and collection history, when applicable, to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified.
Deferred Revenue (Contract Liabilities) and Contract Assets
Deferred revenue consists of amounts that have been invoiced and for which we have the right to bill, but that have not been recognized as revenue because the related goods or services have not been transferred. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current. Our contract assets consist of assets typically resulting when revenue recognized exceeds the amount billed or billable to the customer due to allocation of transaction price and have been included in prepaid expenses and other current assets. Our contract assets were immaterial as of September 30, 2018 and December 31, 2017.
In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period.

8


Assets Recognized from Costs to Obtain a Contract with a Customer
Deferred Commissions
Our customer acquisition costs are primarily related to sales commissions and related payroll taxes earned by our sales force and such costs are considered incremental costs to obtain a contract. Sales commissions for initial contracts are deferred and then amortized taking into consideration the pattern of transfer to which the asset relates and may include expected renewal periods where renewal commissions are not commensurate with the initial commissions period. We typically recognize the initial commissions over the longer of the customer relationship (generally estimated to be four years) or over the same period as the initial revenue arrangement to which these costs relate. Renewal commissions not commensurate with the initial commissions paid are generally amortized over the renewal period. Deferred commissions that will amortize within the succeeding 12 month period are classified as current, and included in prepaid expenses and other current assets on the consolidated balance sheet. The remaining balance is classified as non-current, and included in deposits and other long-term assets. As of September 30, 2018 and December 31, 2017, the amount of deferred commissions included in prepaid expenses and other current assets was $49.5 million and $43.8 million, respectively. The amount of deferred commissions included in deposits and other long-term assets as of September 30, 2018 and December 31, 2017 was $42.8 million and $43.0 million, respectively.
Deferred Costs of Revenue
Deferred costs of revenue consists of appliance related direct and incremental costs that are capitalized and will be amortized on a systematic basis that is consistent with the pattern of transfer to which the asset relates. Deferred costs of revenue that will be realized within the succeeding 12 month period are classified as current, and included in prepaid expenses and other current assets on the consolidated balance sheets. The remaining balance is classified as non-current, and included in deposits and other long-term assets. As of September 30, 2018 and December 31, 2017, the amount of deferred costs of revenue classified as current and included in prepaid expenses and other current assets was $16.9 million and $18.4 million, respectively. The amount of deferred costs of revenue classified as non-current and included in deposits and other long-term assets as of September 30, 2018 and December 31, 2017 was $18.8 million and $19.7 million, respectively.
ASC 606 Impact to Previously Reported Results
We adjusted our condensed consolidated financial statements from amounts previously reported due to the adoption of ASC 606. Select condensed consolidated balance sheet line items, which reflect the adoption of this standard, are as follows (in thousands):
 
As of December 31, 2017
Balance Sheet:
As Previously Reported
 
Impact of Adoption
 
As Adjusted
Accounts receivable, net
$
140,049

 
6,268

 
$
146,317

Prepaid expenses and other current assets
$
34,541

 
59,258

 
$
93,799

Deposits and other long-term assets
$
11,537

 
61,230

 
$
72,767

Deferred revenue, current portion
$
443,064

 
103,551

 
$
546,615

Deferred revenue, non-current portion
$
227,680

 
135,805

 
$
363,485

Stockholders' equity
$
744,816

 
(112,600
)
 
$
632,216

Select unaudited condensed consolidated statement of operations line items, which reflect the adoption of ASC 606, are as follows (in thousands):
 
Three Months Ended September 30, 2017
Condensed Consolidated Statement of Operations
As Previously Reported
 
Impact of Adoption
 
As Adjusted
Total revenue
$
189,603

 
7,763

 
$
197,366

Total cost of revenue
$
68,218

 
848

 
$
69,066

Total operating expenses
$
183,060

 
3,184

 
$
186,244

Operating loss
$
(61,675
)
 
3,731

 
$
(57,944
)
Net loss attributable to common stockholders
$
(72,945
)
 
3,731

 
$
(69,214
)
Net loss per share attributable to common stockholders, basic and diluted
$
(0.41
)
 
0.02

 
$
(0.39
)


9


 
Nine Months Ended September 30, 2017
Condensed Consolidated Statement of Operations
As Previously Reported
 
Impact of Adoption
 
As Adjusted
Total revenue
$
548,813

 
25,034

 
$
573,847

Total cost of revenue
$
199,515

 
3,092

 
$
202,607

Total operating expenses
$
542,117

 
10,047

 
$
552,164

Operating loss
$
(192,819
)
 
11,895

 
$
(180,924
)
Net loss attributable to common stockholders
$
(226,665
)
 
11,895

 
$
(214,770
)
Net loss per share attributable to common stockholders, basic and diluted
$
(1.29
)
 
0.07

 
$
(1.22
)
Select unaudited condensed consolidated statement of cash flows line items, which reflect the adoption of ASC 606, are as follows (in thousands):
 
Nine Months Ended September 30, 2017
Condensed Consolidated Statement of Cash flows
As Previously Reported
 
Impact of Adoption
 
As Adjusted
Cash flows from operating activities:
 
 
 
 
 
Net loss
$
(226,665
)
 
$
11,895

 
$
(214,770
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
 
 
 
 
 
Other
$
5,142

 
(47
)
 
$
5,095

Changes in operating assets and liabilities, net of business acquisitions:
 
 
 
 
 
Accounts receivable
$
(354
)
 
4,511

 
$
4,157

Prepaid expenses and other assets
$
(9,657
)
 
13,186

 
$
3,529

Accrued liabilities
$
(1,079
)
 
164

 
$
(915
)
Deferred revenue
$
(22,703
)
 
(29,709
)
 
$
(52,412
)
Recent Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard requires capitalization of the implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Further, the standard also requires the Company to expense the capitalized implementation costs of a hosting arrangement over the term of the hosting arrangement. This standard is effective for the Company beginning in the first quarter of 2020. Early adoption is permitted. The adoption of this standard is not expected to have a significant impact on our consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07 (Topic 718): Improvements to Non-employee Share-Based Payment Accounting ("Topic 718"). This standard expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. FASB clarified that Topic 718 does not apply to share-based payments used to effectively provide financing to the issuer or awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. This standard is effective for the Company beginning in the first quarter of 2019. Early adoption is permitted, but no earlier than an entity's adoption date of ASC 606. The adoption of this standard is not expected to have a significant impact on our consolidated financial statements.
In February 2018, the FASB issued ASU 2018-02: Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income. This standard provides companies with an option to reclassify stranded tax effects resulting from the enactment of the Tax Cuts and Jobs Act ("TCJA") from accumulated other comprehensive income to retained earnings. The guidance will be effective for the Company beginning in the first quarter of 2019 with early adoption permitted, and will be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the tax rate as a result of TCJA is recognized. The Company has not made a determination as to which alternative methods it will use when it adopts this standard, but does not expect the adoption of this ASU to have a material impact on its results of operations, financial position or cash flows.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This standard eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (i.e. Step 2 of the current guidance), instead measuring the impairment charge as the excess of the reporting unit's carrying amount over its fair value (i.e. Step 1 of the current guidance). The guidance is effective for the Company beginning in the first quarter of 2020, and should be applied prospectively. Early adoption is permitted for impairment testing dates after January 1, 2017. The adoption of this standard is not expected to have a significant impact on our consolidated financial statements.

10


In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard changes the impairment model for most financial assets and certain other instruments by introducing a current expected credit loss ("CECL") model. The CECL model is a more forward-looking approach based on expected losses rather than incurred losses, requiring entities to estimate and record losses expected over the remaining contractual life of an asset. The guidance is effective for the Company beginning in the first quarter of 2020. Early adoption beginning January 1, 2019 is permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This standard is effective for the Company beginning in the first quarter of 2019 and may be applied on a modified retrospective basis or prospective basis. Early adoption is permitted. The Company is currently working through an adoption plan which includes evaluating the impact the new guidance will have on its financial position and results of operations. The Company expects to recognize lease liabilities and right of use assets. The extent of the increase to assets and liabilities associated with these amounts is yet to be determined, pending the Company's review of its existing lease contracts and service contracts, which may contain embedded leases. While this review is still in process, we currently expect the adoption of this standard to have a material impact on our consolidated financial statements and related disclosures.
2. Fair Value Measurements
The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in our valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value:
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of assets.
The following table presents our assets and liabilities measured at fair value on a recurring basis using the above input categories (in thousands):
 
As of September 30, 2018
 
As of December 31, 2017
Description
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
37,428

 
$

 
$

 
$
37,428

 
$
208

 
$

 
$

 
$
208

Treasury bills

 

 

 

 
3,098

 

 

 
3,098

Commercial Paper

 

 

 

 

 

 

 

Total cash equivalents
37,428

 

 

 
37,428

 
3,306

 

 

 
3,306

Short-term investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit

 

 

 

 

 

 

 

Commercial paper

 

 

 

 

 
4,987

 

 
4,987

Corporate notes and bonds

 
448,640

 

 
448,640

 

 
438,024

 

 
438,024

U.S. Government agencies

 
242,364

 

 
242,364

 

 
272,900

 

 
272,900

Total short-term investments

 
691,004

 

 
691,004

 

 
715,911

 

 
715,911

Total assets measured at fair value
$
37,428

 
$
691,004

 
$

 
$
728,432

 
$
3,306

 
$
715,911

 
$

 
$
719,217


11


We measure certain assets, including goodwill, intangible assets and our equity-method investment in a private company at fair value on a nonrecurring basis when there are identifiable events or changes in circumstances that may have a significant adverse impact on the fair value of these assets. No such events or changes occurred during the nine months ended September 30, 2018.
The estimated fair value of the Convertible Senior Notes (as defined in Note 9) as of September 30, 2018 and December 31, 2017 was determined to be $1.1 billion and $851.3 million, respectively. The fair value was determined based on the closing trading prices per $100 principal amount of the respective Convertible Senior Notes as of the last day of trading for the period. We consider the fair value of the Convertible Senior Notes to be a Level 2 measurement as they are not actively traded.
3. Investments
Our investments consisted of the following (in thousands):
 
As of September 30, 2018
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
 
Cash and Cash Equivalent
 
Short-Term Investments
Commercial paper
$

 
$

 
$

 
$

 
$

 
$

Corporate notes and bonds
450,388

 
11

 
(1,759
)
 
448,640

 

 
448,640

U.S. Government agencies
243,161

 

 
(797
)
 
242,364

 

 
242,364

Total
$
693,549


$
11


$
(2,556
)

$
691,004

 
$

 
$
691,004

 
As of December 31, 2017
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
 
Cash and Cash Equivalents
 
Short-Term Investments
Commercial paper
$
4,989

 
$

 
$
(2
)
 
$
4,987

 
$

 
$
4,987

Corporate notes and bonds
439,851

 
2

 
(1,829
)
 
438,024

 

 
438,024

Treasury bills
3,098

 

 

 
3,098

 
3,098

 

U.S. Government agencies
273,950

 

 
(1,050
)
 
272,900

 

 
272,900

Total
$
721,888

 
$
2

 
$
(2,881
)

$
719,009

 
$
3,098

 
$
715,911

The following tables present the gross unrealized losses and related fair values of our investments that have been in a continuous unrealized loss position (in thousands):
 
As of September 30, 2018
 
Less Than 12 Months
 
Greater Than 12 Months
 
Total
 
Fair Value
 
Unrealized Loss
 
Fair Value
 
Unrealized Loss
 
Fair Value
 
Unrealized Loss
Commercial paper
$

 
$

 
$

 
$

 
$

 
$

Corporate notes and bonds
212,252

 
(778
)
 
203,436

 
(981
)
 
415,688

 
(1,759
)
U.S. Government agencies
163,113

 
(457
)
 
79,251

 
(340
)
 
242,364

 
(797
)
Total
$
375,365


$
(1,235
)

$
282,687


$
(1,321
)

$
658,052


$
(2,556
)
 
As of December 31, 2017
 
Less Than 12 Months
 
Greater Than 12 Months
 
Total
 
Fair Value
 
Unrealized Loss
 
Fair Value
 
Unrealized Loss
 
Fair Value
 
Unrealized Loss
Commercial paper
$
4,987

 
$
(2
)
 
$

 
$

 
$
4,987

 
$
(2
)
Corporate notes and bonds
284,499

 
(1,484
)
 
153,525

 
(345
)
 
438,024

 
(1,829
)
U.S. Government agencies
117,132

 
(486
)
 
155,768

 
(564
)
 
272,900

 
(1,050
)
Total
$
406,618


$
(1,972
)

$
309,293


$
(909
)

$
715,911


$
(2,881
)
Unrealized losses related to these investments are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell, and it is not more likely than not that we would be required to sell, these investments before recovery of their cost basis. As a result, there is no other-than-temporary impairment for these investments as of September 30, 2018 and December 31, 2017.

12


The following table summarizes the contractual maturities of our investments at September 30, 2018 (in thousands):
 
Amortized Cost
 
Fair Value
Due within one year
$
440,284

 
$
438,392

Due within one to three years
253,265

 
252,612

Total
$
693,549

 
$
691,004

All available-for-sale securities have been classified as current, based on management's intent and ability to use the funds in current operations.
As of September 30, 2018, we held an 11.1% ownership interest in a private company, which is accounted for under the equity method based on our ability to exercise significant influence over operating and financial policies of the private company. This investment is classified within deposits and other long-term assets on our condensed consolidated balance sheets. The carrying value of this investment was $0.8 million as of September 30, 2018 and $2.1 million as of December 31, 2017.
4. Property and Equipment
Property and equipment, net consisted of the following (in thousands):
 
As of September 30, 2018
 
As of December 31, 2017
Computer equipment and software
$
169,077

 
$
144,438

Leasehold improvements
64,545

 
67,451

Furniture and fixtures
14,859

 
16,665

Machinery and equipment
448

 
447

Total property and equipment
248,929

 
229,001

Less: accumulated depreciation
(162,678
)
 
(157,644
)
Total property and equipment, net
$
86,251

 
$
71,357

Depreciation and amortization expense related to property, equipment and demonstration units during the three months ended September 30, 2018 and 2017 was $9.2 million and $10.5 million, respectively. Depreciation and amortization expense related to property, equipment and demonstration units during the nine months ended September 30, 2018 and 2017 was $27.8 million and $32.5 million, respectively.
During the three months ended September 30, 2018 and 2017, we capitalized $5.5 million and $2.2 million, respectively, of software development costs primarily related to our cloud subscription offerings. Amortization expense related to capitalized software development costs during the three months ended September 30, 2018 and 2017 was $2.3 million and $1.7 million, respectively.
During the nine months ended September 30, 2018 and 2017, we capitalized $17.2 million and $10.0 million, respectively, of software development costs primarily related to our cloud subscription offerings. Amortization expense related to capitalized software development costs during the nine months ended September 30, 2018 and 2017 was $6.5 million and $3.8 million, respectively.
5. Business Combinations
Acquisition of The Email Laundry
On October 20, 2017, we acquired all outstanding shares of The Email Laundry, a privately held email security company, whose technology is expected to enhance our current email offerings. In connection with this acquisition, we paid cash consideration of $4.3 million and issued 259,425 shares of our common stock with an estimated fair value of $4.4 million, resulting in total purchase consideration of $8.7 million. The purchase price is subject to customary working capital and related adjustments. The purchase price was allocated to intangible assets of $2.7 million, goodwill of $6.4 million and tangible net liabilities of $0.4 million. The intangible assets are composed of technology and customer relationships, each with an estimated weighted average useful life of 3 years. The goodwill is primarily attributable to the know-how of the workforce and is not expected to be deductible for U.S. federal income tax purposes. The results of operations of The Email Laundry have been included in our consolidated statements of operations from the acquisition date. Pro forma financial information has not been presented for this acquisition as the impact to our consolidated financial statements was not material.
Acquisition of X15
On January 11, 2018, we acquired all outstanding shares of privately held X15, a data management company. We expect that the X15 technology will be incorporated into our platform and analytics capabilities going forward. In connection with this acquisition, we paid cash consideration of $5.3 million and issued 1,016,334 shares of our common stock with an estimated fair value of $15.4 million,

13


resulting in total purchase consideration of $20.7 million. The purchase price was allocated to intangible assets of $6.1 million, goodwill of $15.2 million and tangible net liabilities of $0.6 million. The intangible asset relates to developed technology with an estimated weighted average useful life of 3 years. The goodwill is primarily attributable to the know-how of the workforce and is not expected to be deductible for U.S. federal income tax purposes. The results of operations of X15 have been included in our consolidated statements of operations from the acquisition date. Pro forma financial information has not been presented for this acquisition as the impact to our consolidated financial statements was not material.
Goodwill and Purchased Intangible Assets
Goodwill increased approximately $15.2 million for the nine months ended September 30, 2018 due to the acquisition of X15. There were no other changes in the carrying amount of goodwill.
Purchased intangible assets consisted of the following (in thousands):
 
As of September 30, 2018
 
As of December 31, 2017
Developed technology
$
110,003

 
$
103,903

Content
158,700

 
158,700

Customer relationships
111,090

 
111,090

Contract backlog
12,500

 
12,500

Trade names
15,560

 
15,560

Non-competition agreements
1,400

 
1,400

Total intangible assets
409,253

 
403,153

Less: accumulated amortization
(253,670
)
 
(215,765
)
Total net intangible assets
$
155,583

 
$
187,388

Amortization expense of intangible assets during the three months ended September 30, 2018 and 2017 was $12.6 million and $14.8 million, respectively. Amortization expense of intangible assets during the nine months ended September 30, 2018 and 2017 was $37.9 million and $44.4 million, respectively.
The expected future annual amortization expense of intangible assets as of September 30, 2018 is presented below (in thousands):
Years Ending December 31,
Amount
2018 (remaining three months)
$
12,421

2019
48,441

2020
33,903

2021
29,337

2022
18,209

 and thereafter
13,272

Total
$
155,583

6. Restructuring Charges
We initiated a series of restructuring activities in February 2016, including a restructuring plan approved by our Board of Directors in August 2016 designed to reduce operating expenses and align our expense structure with our growth expectations. This restructuring plan resulted in a 10% reduction in our workforce, the consolidation of certain real estate facilities and the impairment of certain assets in 2016.
The following table sets forth a summary of restructuring activities during the nine months ended September 30, 2018 (in thousands):
 
Facilities costs
Balance, December 31, 2017
$
935

Cash payments
(128
)
Other adjustments
341

Balance, September 30, 2018
$
1,148

Other adjustments represent relief of unused benefits, changes in fair value and foreign currency fluctuations.
The remainder of the restructuring balance of $1.1 million at September 30, 2018 is for non-cancelable lease costs which we expect to pay over the terms of the related obligations through the third quarter of 2024, net of sublease income.

14


7. Deferred Commissions
We capitalize most of our commission expenses and related payroll taxes and amortize them on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. Changes in the balance of total deferred commissions for the periods presented are as follows (in thousands):
 
Three Months Ended September 30, 2018
As of June 30, 2018
$
89,971

Commissions capitalized
17,730

Commissions recognized
(15,343
)
As of September 30, 2018
$
92,358

 
Nine Months Ended September 30, 2018
As of December 31, 2017
$
86,779

Commissions capitalized
48,229

Commissions recognized
(42,650
)
As of September 30, 2018
$
92,358

There was no impairment loss in relation to the commissions capitalized for the periods presented.
8. Deferred Revenue
Deferred revenue consisted of the following (in thousands):
 
As of September 30, 2018
 
As of December 31, 2017*
Product, subscription and support, current
$
476,603

 
$
496,218

Professional services, current
52,149

 
50,397

Total deferred revenue, current
528,752

 
546,615

Product, subscription and support, non-current
358,350

 
363,313

Professional services, non-current
53

 
172

Total deferred revenue, non-current
358,403

 
363,485

Total deferred revenue
$
887,155

 
$
910,100

Changes in the balance of deferred revenue for the periods presented are as follows (in thousands):
 
Three Months Ended September 30, 2018
As of June 30, 2018
$
879,556

Billings for the period
219,250

Revenue recognized
(211,651
)
As of September 30, 2018
$
887,155

 
Nine Months Ended September 30, 2018
As of December 31, 2017*
$
910,100

Billings for the period
590,472

Revenue recognized
(613,417
)
As of September 30, 2018
$
887,155

*Certain prior period amounts have been adjusted as a result of adoption of the new revenue recognition standard.
Remaining Performance Obligations
Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable contracts that will be invoiced and recognized as revenue in future periods ("backlog").

15


While deferred revenue is recorded on our balance sheet as a liability, backlog is not recorded in revenue, deferred revenue or elsewhere in our consolidated financial statements until we establish a contractual right to invoice, at which point it is recorded as revenue or deferred revenue as appropriate. As of September 30, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations was $887.2 million in deferred revenue and $8.9 million in backlog. We have used the practical expedient to not disclose backlog related to the comparative period under ASC 606.
We expect that the amount of backlog relative to the total value of our contracts will change from year to year due to several factors, including the amount invoiced early in the contract term, the timing and duration of customer agreements, varying invoicing cycles of agreements and changes in customer financial circumstances. Accordingly, we believe that fluctuations in backlog are not always a reliable indicator of future revenues and we do not utilize backlog as a key management metric internally.
We expect to recognize these remaining performance obligations as follows (in percentages):
 
Total
 
Less than 1 year
 
1-2 years
 
2-3 years
 
More than 3 years
Deferred revenue
100%
 
60%
 
25%
 
11%
 
4%
Backlog
100%
 
43%
 
37%
 
18%
 
2%
9. Convertible Senior Notes
Convertible Senior Notes due 2024
On May 24, 2018, we issued $525.0 million aggregate principal amount of the 2024 Notes in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. In addition, on June 5, 2018, we issued an additional $75.0 million aggregate principal amount of the 2024 Notes pursuant to the full exercise of the initial purchasers' option to purchase additional 2024 Notes, in a private placement exempt from the registration requirements of the Securities Act. The net proceeds from the offerings, after deducting the initial purchasers' discount of approximately $15.0 million and the issuance costs of approximately $0.6 million, were $584.4 million. We used (i) approximately $330.4 million of the net proceeds to repurchase approximately $340.2 million in principal amount outstanding of the Series A Notes in negotiated transactions with institutional investors and (ii) approximately $65.2 million of the net proceeds from the offering of the 2024 Notes to enter into the Capped Calls.
The 2024 Notes are unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2024 Notes. They rank equally in right of payment with all of our existing and future liabilities that are not expressly subordinated to the 2024 Notes including the Series A Notes and the Series B Notes (as defined below); and effectively rank junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness. The 2024 Notes are structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
The 2024 Notes do not contain any financial covenants and do not restrict us from paying dividends or issuing or repurchasing other securities.
The 2024 Notes bear interest at 0.875% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2018. The 2024 Notes mature on June 1, 2024, unless earlier repurchased, redeemed or converted.
The initial conversion rate of the 2024 Notes is 43.1667 shares of our common stock per $1,000 of principal amount of the 2024 Notes, which is equivalent to an initial conversion price of approximately $23.17 per share of common stock. The conversion rate of the 2024 Notes may be adjusted pursuant to the terms of the indenture governing the 2024 Notes upon the occurrence of certain specified events, but not for accrued and unpaid interest.
Holders may convert the 2024 Notes at their option in multiples of $1,000 principal amount prior to the business day preceding March 1, 2024, only under the following circumstances:
during any calendar quarter commencing after the calendar quarter ended on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the 2024 Notes on each applicable trading day;
during the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of the 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes on each such trading day;
if we call any or all of the 2024 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the relevant redemption date; or
upon the occurrence of specified corporate events, as specified in each indenture governing the 2024 Notes.

16


Regardless of the foregoing conditions, holders may convert their 2024 Notes at their option in multiples of $1,000 principal amount during the period from, and including, March 1, 2024 to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the 2024 Notes can be settled in cash, shares of our common stock or any combination of cash and shares of common stock at our option.
Holders may also require us to repurchase the 2024 Notes if we undergo a "fundamental change," as defined in each indenture governing the 2024 Notes, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Additionally, we may redeem for cash all or any portion of the 2024 Notes on or after June 5, 2021, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.
As of September 30, 2018, none of the conditions permitting holders to convert their 2024 Notes had been satisfied and no shares of our common stock had been issued in connection with any conversions of the 2024 Notes. Based on the closing price of our common stock of $17.00 per share on September 28, 2018, the conversion value of the 2024 Notes was less than the principal amount of the 2024 Notes outstanding on a per 2024 Note basis.
In accordance with accounting for debt with conversions and other options, we bifurcated the principal amount of the 2024 Notes into liability and equity components. The initial liability component of the 2024 Notes was valued at $458.3 million based on the contractual cash flows discounted at an appropriate comparable market non-convertible debt borrowing rate at the date of issuance of 5.5% with the equity component representing the residual amount of the proceeds of $141.7 million, which was recorded as a debt discount. Issuance costs were allocated pro rata based on the relative initial carrying amounts of the liability and equity components. As a result, transaction costs of $0.5 million and $0.1 million and initial purchasers' discount of $11.5 million and $3.5 million were attributable to the liability component ("debt discounts") and equity component of the 2024 Notes, respectively. The debt discount and the issuance costs allocated to the liability component are amortized as additional interest expense over the term of the 2024 Notes using the effective interest method as noted in the table below.
The liability and equity components of the 2024 Notes consisted of the following (in thousands):
 
As of September 30, 2018
 
2024 Notes
Liability component:
 
Principal
$
600,000

Less: 2024 Notes debt discounts and issuance costs, net of amortization
(145,853
)
Net carrying amount
$
454,147

 
 
Equity component, net of issuance costs
$
138,064

The unamortized issuance costs as of September 30, 2018 will be amortized over a weighted-average remaining period of approximately 5.7 years.
Interest expense for the three and nine months ended September 30, 2018 related to the 2024 Notes consisted of the following (dollars in thousands):
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
2024 Notes
 
2024 Notes
Coupon interest
$
1,313

 
$
1,832

Amortization of 2024 Notes debt discounts and issuance costs
5,546

 
7,805

Total interest expense recognized
$
6,859


$
9,637

 
 
 
 
Effective interest rate on the liability component
6.1
%
 
5.2
%
In connection with the 2024 Notes offering, the Company entered into Capped Calls with certain counterparties affiliated with the initial purchasers of the 2024 Notes. The Capped Calls are expected to reduce potential dilution of earnings per share upon conversion of the 2024 Notes, and have an initial strike price of $23.17 per share, which corresponds to the initial conversion price of the 2024 Notes

17


and which have a cap price of $34.32 per share. The Capped Calls do not meet the criteria for separate accounting as a derivative as they are indexed to our own stock and are accounted for as freestanding financial instruments. The premiums paid for the purchase of the Capped Calls in the amount of $65.2 million have been recorded as a reduction of the Company's additional paid-in capital in stockholder's equity in the accompanying Condensed Consolidated Financial Statements and fair values of the Capped Calls are not re-measured at each reporting period.
Convertible Senior Notes due 2035
In June 2015, we issued $460.0 million principal amount of Series A Notes and $460.0 million principal amount of 1.625% Convertible Senior Notes due 2035 (the “Series B Notes” and together with the Series A Notes, the "2035 Notes", and the 2035 Notes, together with the 2024 Notes, the "Convertible Senior Notes"), including the full exercise of the initial purchasers' over-allotment option, in a private placement to qualified institutional purchasers pursuant to an exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The net proceeds after the initial purchasers' discount of $23.0 million and issuance costs of $0.5 million from the 2035 Notes were $896.5 million. The Series A Notes and Series B Notes bear interest at 1.000% per year and 1.625% per year, respectively, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2015. The 2035 Notes mature on June 1, 2035, unless earlier repurchased, redeemed or converted.
The 2035 Notes are unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2035 Notes. They rank equally in right of payment with all of our existing and future liabilities that are not expressly subordinated to the 2035 Notes and effectively rank junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness. They are structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
The 2035 Notes do not contain any financial covenants and do not restrict us from paying dividends or issuing or repurchasing our other securities.
The initial conversion rate on each series of 2035 Notes is 16.4572 shares of our common stock per $1,000 principal amount of 2035 Notes, which is equivalent to an initial conversion price of approximately $60.76 per share of common stock. The conversion rate of each series of 2035 Notes may be adjusted upon the occurrence of certain specified events, but not for accrued and unpaid interest.
Holders may convert the 2035 Notes at their option in multiples of $1,000 principal amount prior to March 1, 2035, excluding the period from March 1, 2020 to June 1, 2020 in the case of the Series A Notes and March 1, 2022 to June 1, 2022 in the case of the Series B Notes, only under the following circumstances:
during any calendar quarter commencing after the calendar quarter ended on September 30, 2015 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2035 Notes of the relevant series on each applicable trading day;
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Series A Notes or Series B Notes, as applicable, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes of the relevant series on each such trading day;
if we call any or all of the 2035 Notes of a series for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the relevant redemption date; or
upon the occurrence of specified corporate events, as specified in each indenture governing the 2035 Notes.
Regardless of the foregoing conditions, holders may convert their 2035 Notes at their option in multiples of $1,000 principal amount at any time during the period from March 1, 2020 to June 1, 2020 in the case of the Series A Notes and during the period from March 1, 2022 to June 1, 2022 in the case of the Series B Notes, or after March 1, 2035 until maturity for either series of 2035 Notes. Upon conversion, the 2035 Notes can be settled in cash, shares of our common stock or any combination thereof at our option.
We may be required by holders of the 2035 Notes to repurchase all or any portion of their 2035 Notes at 100% of the principal amount plus accrued and unpaid interest, on each of June 1, 2020, June 1, 2025 and June 1, 2030, in the case of the Series A Notes, and each of June 1, 2022, June 1, 2025 and June 1, 2030 in the case of the Series B Notes. Holders may also require us to repurchase the 2035 Notes if we undergo a "fundamental change," as defined in each indenture governing the 2035 Notes, at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest.
Additionally, we may redeem for cash all or any portion of the Series B Notes on or after June 1, 2020 until June 1, 2022 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days immediately preceding the date we provide notice of redemption. We also may redeem for cash all or any portion of the Series A Notes on or after June 1, 2020 until maturity and all or any portion of the Series B Notes on or after June 1, 2022 until maturity, regardless of the foregoing sale price condition.

18


In accordance with accounting for debt with conversions and other options, we allocated the principal amount of the 2035 Notes into liability and equity components. We also allocated the total amount of initial purchasers' discount and transaction costs incurred to the liability and equity components using the same proportions as the proceeds from the 2035 Notes. Transaction costs of $0.4 million and $0.1 million and initial purchasers' discount of $17.6 million and $5.4 million were attributable to the liability component and equity component of the 2035 Notes, respectively.
Repurchase of portion of Series A Notes
In May 2018, we used approximately $330.4 million of the net proceeds from the offering of the 2024 Notes to repurchase $340.2 million in principal amount of the Series A Notes. The repurchase was accounted for as a partial extinguishment of the Series A Notes. The consideration of approximately $330.4 million used to repurchase the Series A Notes was allocated between the liability and equity components of the amount extinguished by determining the fair value of the liability component immediately prior to the debt extinguishment and allocating that portion of the repurchase price to the liability component in the amount of $317.4 million. The residual of the repurchase price of $13.0 million was allocated to the equity component of the Series A Notes as a reduction of additional paid-in capital. The fair value of the debt extinguished was calculated using a discount rate of 4.5%, representing an estimate of the Company's borrowing rate at the date of repurchase with a remaining expected life of two years. As part of the repurchase, we wrote-off a portion of the unamortized debt issuance cost apportioned to the principal amount of Series A Notes repurchased. We also recorded a loss on partial extinguishment of the Series A Notes of $10.8 million in Other Expense, net, representing the difference between the consideration attributed to the liability component and the sum of the net carrying amount of the liability component and unamortized costs. As of September 30, 2018, $119.8 million aggregate principal amount of the Series A Notes remains outstanding.
The liability and equity components of the remaining portion of Series A Notes and Series B Notes consisted of the following (in thousands):
 
As of September 30, 2018
 
As of December 31, 2017
 
Series A Notes
 
Series B Notes
 
Series A Notes
 
Series B Notes
Liability component:
 
 
 
 
 
 
 
Principal
$
119,828

 
$
460,000

 
$
460,000

 
$
460,000

Less: 2035 Notes debt discount and issuance costs, net of amortization
(9,843
)
 
(73,190
)
 
(53,762
)
 
(86,660
)
Net carrying amount
$
109,985


$
386,810

 
$
406,238

 
$
373,340

 
 
 
 
 
 
 
 
Equity component, net of issuance costs
$
79,555

 
$
117,834

 
$
92,567

 
$
117,834

The unamortized discounts and issuance costs as of September 30, 2018 will be amortized over a weighted-average remaining period of approximately 3.4 years.
Interest expense for the three and nine months ended September 30, 2018 related to the 2035 Notes consisted of the following (in thousands):
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Series A Notes
 
Series B Notes
 
Series A Notes
 
Series B Notes
Coupon interest
$
300

 
$
1,869

 
$
2,237

 
$
5,585

Amortization of 2035 Notes debt discount and issuance costs
1,405

 
4,543

 
10,362

 
13,471

Total interest expense recognized
$
1,705


$
6,412

 
$
12,599

 
$
19,056

 
 
 
 
 
 
 
 
Effective interest rate on the liability component
6.3
%
 
6.7
%
 
6.4
%
 
6.8
%

19


Interest expense for the three and nine months ended September 30, 2017 related to the 2035 Notes consisted of the following (in thousands):
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
Series A Notes
 
Series B Notes
 
Series A Notes
 
Series B Notes
Coupon interest
$
1,150

 
$
1,869

 
$
3,450

 
$
5,606

Amortization of 2035 Notes debt discount and issuance costs
5,123

 
4,334

 
15,175

 
12,848

Total interest expense recognized
$
6,273

 
$
6,203

 
$
18,625

 
$
18,454

 
 
 
 
 
 
 
 
Effective interest rate on the liability component
6.3
%
 
6.8
%
 
6.4
%
 
6.9
%
Prepaid Forward Stock Purchase
In connection with the issuance of the 2035 Notes, we also entered into privately negotiated prepaid forward stock purchase transactions (each a “Prepaid Forward”) with one of the initial purchasers of the 2035 Notes (the “Forward Counterparty”), pursuant to which we paid approximately $150.0 million. The amount of the prepaid is equivalent to approximately 3.3 million shares which are to be settled on or around June 1, 2020 and June 1, 2022, respectively, subject to any early settlement, in whole or in part, of each Prepaid Forward. The Prepaid Forwards are intended to facilitate privately negotiated derivative transactions by which investors in the 2035 Notes will be able to hedge their investment in the 2035 Notes. In the event we pay any cash dividends on our common stock, the Forward Counterparty will pay an equivalent amount back to us.
The related shares were accounted for as a repurchase of common stock, and are presented as Treasury Stock in the unaudited condensed consolidated balance sheets. The 3.3 million shares of common stock purchased under the Prepaid Forwards are excluded from weighted-average shares outstanding for basic and diluted EPS purposes although they remain legally outstanding.
10. Commitments and Contingencies
Leases
We lease our facilities under various non-cancelable operating leases, which expire on various dates through the year ending December 31, 2029. Rent expense is recognized using the straight-line method over the term of the lease. Rent expense, net of sublease income, was $5.1 million and $5.6 million for the three months ended September 30, 2018 and 2017, respectively. Rent expense, net of sublease income, was $14.9 million and $14.1 million for the nine months ended September 30, 2018 and 2017, respectively.
The aggregate future non-cancelable minimum rental payments on our operating leases, as of September 30, 2018, are as follows (in thousands):
Years Ending December 31, 
Amount 
2018 (remaining three months)
$
3,022

2019
15,814

2020
16,090

2021
14,806

2022
12,606

2023 and thereafter
58,842

Total
$
121,180

Total future non-cancelable minimum rental payments have not been reduced by future minimum sublease rentals totaling $5.6 million.
We are party to letters of credit totaling $3.8 million and $3.3 million as of September 30, 2018 and December 31, 2017, respectively, issued primarily in support of operating leases for several of our facilities. These letters of credit are collateralized by a line with our bank. No amounts have been drawn against these letters of credit.
Contract Manufacturer Commitments
Our independent contract manufacturers procure components and assemble our products based on our forecasts. These forecasts are based on estimates of future demand for our products, which are in turn based on historical trends and an analysis from our sales and product marketing organizations, adjusted for overall market conditions. We may issue forecasts and orders for components and products that are non-cancelable to reduce manufacturing lead times and plan for adequate supply. As of September 30, 2018 and December 31, 2017, we had non-cancelable open orders of $11.2 million and $11.6 million, respectively. We are required to record a liability for firm,

20


non-cancelable and unconditional purchase commitments with contract manufacturers and suppliers for quantities in excess of our future demand forecasts. As of September 30, 2018, we have not accrued any significant costs for such non-cancelable commitments.
Purchase Obligations
As of September 30, 2018, we had approximately $18.8 million of non-cancelable firm purchase commitments primarily for purchases of software and services. In situations where we have received delivery of the goods or services as of September 30, 2018 per purchase orders outstanding as of the same date, such amounts are reflected in the condensed consolidated balance sheet as accounts payable or accrued liabilities and are excluded from the $18.8 million.
Litigation
From time to time, we are involved in claims and legal proceedings that arise in the ordinary course of business. Any claims or proceedings against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into agreements which may not be available on terms favorable to us or at all.

To the extent there is a reasonable possibility that a loss exceeding amounts already recognized may be incurred, and the amount of such additional loss would be material, we will either disclose the estimated additional loss or state that such an estimate cannot be made. We do not currently believe that it is reasonably possible that additional losses in connection with litigation arising in the ordinary course of business would be material.
Indemnification
Under the indemnification provisions of our standard sales related contracts, we agree to defend our customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, copyrights, trademarks, or trade secrets, and to pay judgments entered on such claims. Our exposure under these indemnification provisions is generally limited to the total amount paid by our customer under the agreement. However, certain agreements include indemnification provisions that could potentially expose us to losses in excess of the amount received under the agreement. In addition, we indemnify our officers, directors, and certain key employees for actions taken while they are or were serving in good faith in such capacities. Through September 30, 2018, there have been no claims under any indemnification provisions.
11. Common Shares Reserved for Issuance
Under our amended and restated certificate of incorporation, we are authorized to issue 100,000,000 shares of convertible preferred stock with a par value of $0.0001 per share, none of which were issued and outstanding as of September 30, 2018 or December 31, 2017.
Under our amended and restated certificate of incorporation, we are authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share as of September 30, 2018 and December 31, 2017. Each share of common stock outstanding is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by our Board of Directors, subject to the prior rights of holders of all classes of convertible preferred stock outstanding.
We had reserved shares of common stock for issuance as follows (in thousands):
 
As of September 30, 2018
 
As of December 31, 2017
Reserved under stock award plans
34,118

 
35,838

Convertible Senior Notes
35,442

 
15,141

Employee Stock Purchase Plan (ESPP)
3,817

 
2,985

Total
73,377

 
53,964

12. Equity Award Plans
We have operated under our 2013 Equity Incentive Plan ("2013 Plan") since our initial public offering ("IPO") in September 2013. Our 2013 Plan provides for the issuance of restricted stock and the granting of options, stock appreciation rights, performance shares, performance units and restricted stock units to our employees, officers, directors and consultants. Our 2013 Plan provides for annual increases in the number of shares available for issuance on the first day of each fiscal year. Awards granted under the 2013 Plan vest over the periods determined by our Board of Directors or compensation committee of our Board of Directors, generally four years, and stock options granted under the 2013 Plan expire no more than ten years after the date of grant. In the case of an incentive stock option granted to an employee who at the time of grant owns stock representing more than 10% of the total combined voting power of all classes of stock, the exercise price shall be no less than 110% of the fair value per share on the date of grant, and the award shall expire five years from the date of grant. For options granted to any other employee, the per share exercise price shall be no less than 100% of the fair value per share on the date of grant. In the case of non-statutory stock options and options granted to consultants, the per share exercise price

21


shall be no less than 100% of the fair value per share on the date of grant. Stock that is purchased prior to vesting is subject to our right of repurchase at any time following termination of the participant's service for so long as such stock remains unvested. Approximately 12.7 million shares and 11.7 million shares of our common stock were reserved for future grants as of September 30, 2018 and December 31, 2017, respectively, under the 2013 Plan.
Our 2013 Employee Stock Purchase Plan ("ESPP") allows eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the exercise date. Our ESPP provides for annual increases in the number of shares available for issuance on the first day of each fiscal year. An aggregate of approximately 3.8 million shares and 3.0 million shares of common stock were available for future issuance as of September 30, 2018 and December 31, 2017, respectively, under our ESPP.
From time to time, we also grant restricted common stock or restricted stock awards outside of our equity incentive plans to certain employees in connection with acquisitions.
Stock Option Activity
A summary of the activity for our stock option changes during the reporting period and a summary of information related to options outstanding and options exercisable are presented below (in thousands, except per share amounts and contractual life years):
 
Options Outstanding
 
Number of
Shares
 
Weighted-
Average
Exercise
Price
(per share)
 
Weighted-
Average
Contractual
Life (years)
 
Aggregate
Intrinsic
Value
Balance — December 31, 2017
4,433

 
$
12.31

 
4.8
 
$
28,090

Exercised
(775
)
 
7.01

 
 
 
7,778

Cancelled
(157
)
 
37.90

 
 
 
 
Balance — September 30, 2018
3,501

 
$
12.34

 
4.3
 
$
31,034

Options exercisable — September 30, 2018
3,501

 
$
12.34

 
4.3
 
$
31,034

Restricted Stock Award ("RSA") and Restricted Stock Unit ("RSU") Activity
A summary of the activity for our restricted common stock, RSAs and RSUs, including those subject to performance conditions, during the reporting period and a summary of information related to unvested restricted common stock, RSAs and RSUs, including those with vesting subject to the achievement of a performance condition, are presented below (in thousands, except per share amounts and contractual life years):
 
Number of
Shares
 
Weighted-
Average
Grant Date
Fair Value
(per share)
 
Weighted-
Average
Contractual
Life (years)
 
Aggregate
Intrinsic
Value
Unvested balance — December 31, 2017
20,017

 
$
17.09

 
1.3
 
$
284,255

Granted
11,261

 
15.21

 
 
 
 
Vested
(7,123
)
 
18.18

 
 
 
 
Cancelled
(2,727
)
 
16.78

 
 
 
 
Unvested balance — September 30, 2018
21,428

 
$
15.63

 
1.3
 
$
364,275

Unvested awards for which the requisite service period has not been rendered and vesting is subject to the achievement of a performance condition — September 30, 2018
4,086

 
$
15.73

 
0.8
 
$
69,454

Stock-Based Compensation
We record stock-based compensation based on the fair value as determined on the date granted. We determine the fair value of stock options and shares of common stock to be issued under the ESPP using the Black-Scholes option-pricing model. The fair value of restricted stock units and restricted stock awards equals the market value of the underlying stock on the date of grant. We grant performance-based restricted stock units and restricted stock awards to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service relationship with us. We assess the probability of vesting at each reporting period and adjust our compensation cost based on this probability assessment. We recognize such compensation expense on a straight-line basis over the employee's requisite service period.

22


The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of our common shares to be issued under the ESPP for the offering periods beginning in May 2018:
 
Three and Nine Months Ended September 30, 2018
 
Three and Nine Months Ended September 30, 2017
Fair value of common stock
$16.69
 
$15.65
Risk-free interest rate
2.08% - 2.23%
 
1.05% - 1.12%
Expected term (in years)
0.5 - 1.0
 
0.5 - 1.0
Volatility
32% - 35%
 
50% - 52%
Dividend yield
—%
 
—%
Stock-based compensation expense related to stock options, ESPP and restricted stock unit awards is included in the condensed consolidated statements of operations as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Cost of product, subscription and support revenue
$
3,552

 
$
4,768

 
$
10,732

 
$
13,145

Cost of professional services revenue
3,491

 
3,545

 
10,841

 
10,592

Research and development
11,480

 
14,400

 
38,251

 
42,982

Sales and marketing
11,678

 
11,674

 
36,878

 
35,908

General and administrative
7,125

 
7,821

 
21,664

 
22,867

Total
$
37,326


$
42,208


$
118,366


$
125,494

As of September 30, 2018, total compensation cost related to stock-based awards not yet recognized was $253.0 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.6 years.
13. Income Taxes
We account for income taxes under the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.
We recognized a provision for income taxes of $1.7 million and $1.1 million for the three months ended September 30, 2018 and 2017, respectively. For both the three months ended September 30, 2018 and 2017, the provision for income taxes was primarily comprised of income taxes in foreign jurisdictions and withholding taxes.
We recognized a provision for income taxes of $4.1 million and $3.4 million for the nine months ended September 30, 2018 and 2017, respectively. For both the nine months ended September 30, 2018 and 2017, the provision for income taxes was primarily comprised of income taxes in foreign jurisdictions and withholding taxes.
14. Net Loss per Share
Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period, less shares subject to repurchase, and excludes any dilutive effects of employee share-based awards and warrants. Diluted net income per common share is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options, conversion of the Convertible Senior Notes, and unvested restricted common stock and stock units. As we had net losses for the three and nine months ended September 30, 2018 and 2017, all potentially dilutive common shares were determined to be anti-dilutive.

23


The following table sets forth the computation of net loss per common share (in thousands, except per share amounts):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017*
 
2018
 
2017*
Numerator:
 
 
 
 
 
 
 
Net loss
$
(50,037
)
 
$
(69,214
)
 
$
(194,726
)
 
$
(214,770
)
Denominator:
 
 
 
 
 
 
 
Weighted average number of shares outstanding—basic and diluted
192,359
 
179,732

 
189,526

 
176,232

Net loss per share—basic and diluted
$
(0.26
)

$
(0.39
)

$
(1.03
)

$
(1.22
)
* Certain prior period amounts have been adjusted as a result of adoption of the new revenue recognition standard.
The following outstanding options and unvested shares were excluded (as common stock equivalents) from the computation of diluted net loss per common share for the periods presented as their effect would have been anti-dilutive (in thousands):
 
As of September 30,
 
2018
 
2017
Options to purchase common stock
3,501

 
4,816

Unvested restricted stock awards and units
21,428

 
21,265

Convertible senior notes
35,442

 
15,141

ESPP shares
537

 
594

15. Employee Benefit Plan
401(k) Plan
We have established a 401(k) tax-deferred savings plan (the “401(k) Plan”) which permits participants to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. All participants’ interests in their deferrals are 100% vested when contributed. We are responsible for administrative costs of the 401(k) Plan and have made no matching contributions into our 401(k) Plan since inception. Under the 401(k) Plan, pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed, and all contributions are deductible by us when and if made.
16. Segment and Major Customers Information
Disaggregation of revenue by geography
We conduct business globally and are primarily managed on a geographic basis. Our Chief Executive Officer, who is our chief operating decision maker, reviews financial information presented on a consolidated basis accompanied by information about revenue by geographic region for purposes of allocating resources and evaluating financial performance. We define our regions into United States ("U.S."), Europe, the Middle East, and Africa ("EMEA"), Asia Pacific and Japan ("APAC"), and all remaining geographies (primarily Latin America and Canada) included in Others. There are no segment managers who are held accountable for operations, operating results, and plans for levels, components, or types of products or services below the consolidated unit level. Accordingly, we are considered to be in a single reportable segment and operating unit structure.
Revenue by geographic region based on the billing address is as follows (in thousands):
 
Three Months Ended September 30,
 
2018
 
2017*
 
2018
 
2017*
 
2018
 
2017*
 
2018
 
2017*
 
US
 
EMEA
 
APAC
 
Other
Product and related subscription and support
$
78,297

 
$
77,220

 
$
21,583

 
$
19,631

 
$
21,537

 
$
18,729

 
$
5,594

 
$
6,342

Cloud subscription and managed services
32,973

 
29,741

 
7,095

 
4,978

 
5,692

 
4,609

 
2,883

 
1,924

Professional services
22,823

 
24,837

 
5,015

 
4,636

 
3,832

 
2,432

 
4,327

 
2,287

Total revenue
$
134,093

 
$
131,798

 
$
33,693

 
$
29,245

 
$
31,061

 
$
25,770

 
$
12,804

 
$
10,553


24


 
Nine Months Ended September 30,
 
2018
 
2017*
 
2018
 
2017*
 
2018
 
2017*
 
2018
 
2017*
 
US
 
EMEA
 
APAC
 
Other
Product and related subscription and support
$
227,029

 
$
224,334

 
$
64,901

 
$
57,818

 
$
62,072

 
$
55,118

 
$
16,493

 
$
15,942

Cloud subscription and managed services
93,222

 
89,183

 
20,202

 
13,142

 
16,511

 
14,250

 
8,125

 
5,210

Professional services
68,175

 
72,647

 
14,738

 
10,797

 
10,408

 
9,312

 
11,541

 
6,094

Total revenue
$
388,426

 
$
386,164

 
$
99,841

 
$
81,757

 
$
88,991

 
$
78,680

 
$
36,159

 
$
27,246

We generate revenue from sales of our products and related subscriptions and support, cloud subscription and managed services, and professional services. Our product and related subscription and support revenue consists primarily of revenue from the sale of our intelligence-dependent security appliances and software, subscriptions to our Dynamic Threat Intelligence (DTI) updates, and support and maintenance. Our intelligent-dependent security appliances include NX (network security), EX (email security), HX (endpoint security), and FX (file security). Product and related subscription and support also includes our enterprise forensic solutions (PX) network forensics appliance and our central management system (CMS) management appliance. Because these PX and CMS appliances are not dependent on regular threat intelligence updates, revenue is recognized upon shipment. Cloud subscription and managed services consists of revenue from the sale of our cloud-based email security, our Threat Analytics Platform (TAP), our Helix orchestration and automation platform, and our standalone threat intelligence subscriptions. Professional services revenue consists of revenue from the sale of security consulting services, including incident response, compromise and security program assessments, red teaming and training. The following table depicts the disaggregation of revenue according to revenue type and is consistent with how we evaluate our financial performance (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018

2017*
 
2018
 
2017*
Revenue by Category
 
 
 
 
 
 
 
Product and related subscription and support
$
127,011

 
$
121,922

 
$
370,495

 
$
353,213

Cloud subscription and managed services
48,642

 
41,252

 
138,060

 
121,787

Professional services
35,998

 
34,192

 
104,862

 
98,847

Total revenue
$
211,651

 
$
197,366

 
$
613,417

 
$
573,847

*Certain prior period amounts have been adjusted as a result of adoption of the new revenue recognition standard.
Long lived assets by geography
Long lived assets by geographic region based on physical location is as follows (in thousands):
 
As of September 30, 2018
 
As of December 31, 2017
Property and Equipment, net:
 
 
 
United States
$
77,596

 
$
60,202

International
8,655

 
11,155

Total property and equipment, net
$
86,251

 
$
71,357

For the three months ended September 30, 2018 and 2017, one distributor represented 20% and 19%, respectively, and one reseller represented 16% and 14%, respectively, of our total revenue. For the nine months ended September 30, 2018 and 2017, one distributor represented 20% and 19%, respectively, and one reseller represented 15% and