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Item 5. Market for Registrant’s Common Equity

2021-09-03 compared with 2020-09-04 · 13 added, 61 removed, 33 unchanged (69% of the section changed)

5 unchanged sentences

Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our capital stock.

Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to applicable laws and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for more information regarding securities authorized for issuance.

Recent Sale of Unregistered Securities

During fiscal 2020, we issued a total of 22,724 shares of our unregistered common stock in connection with the acquisition of Zingbox (“Zingbox Transaction”) and a total of 11,983 shares of our unregistered common stock in connection with the acquisition of Aporeto (“Aporeto Transaction”).

None of the Zingbox Transaction or Aporeto Transaction involved any underwriters, any underwriting discounts or commissions, or any public offering.

We believe the offers, sales, and issuances of the securities pursuant to the Zingbox Transaction, were exempt from registration under the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) of the Act and Rule 506 of Regulation D promulgated thereunder, because the issuance of securities to the recipients did not involve a public offering.

The recipients of the securities in the Zingbox Transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

All recipients had adequate access, through their relationships with us or otherwise, to information about us.

The issuances of these securities were made without any general solicitation or advertising.

During fiscal 2020, we also issued 2.0 million shares of our common stock to certain financial counterparties that were holders of warrants that we issued in connection with the issuance of our 2019 Notes.

The shares of common stock issued upon exercise of these warrants were issued in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

Recent Sales of Unregistered Equity Securities

In June 2021, we issued a total of 11,114 shares of our unregistered common stock pursuant to post-closing obligations in connection with our previous acquisition of Aporeto, Inc.

(the “Aporeto Transaction”).

The Aporeto Transaction did not involve any underwriters, any underwriting discounts or commissions, or any public offering.

The issuances of the securities pursuant to the Aporeto Transaction were exempt from registration under the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) of the Act and Rule 506 of Regulation D promulgated thereunder.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

10 unchanged sentences

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(1) On February 26, 2019, we announced that our board of directors authorized a $1.0 billion share repurchase program which will be funded from available working capital.

Repurchases may be made at management’s discretion from time to time on the open market, through privately negotiated transactions, transactions structured through investment banking institutions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing.

The repurchase authorization will expire on December 31, 2020 and may be suspended or discontinued at any time.

On February 24, 2020, we announced that our board of directors approved the repurchase of $1.0 billion of our common stock through an accelerated share repurchase (“ASR”) transaction, which was completed in fiscal 2020.

This ASR was in addition to our above-mentioned share repurchase authorization.

(1) On February 26, 2019, we announced that our board of directors authorized a $1.0 billion share repurchase program, which is funded from available working capital.

On December 8, 2020, we announced that our board of directors authorized a $700.0 million increase to our share repurchase program, bringing the total authorization to $1.7 billion.

On August 17, 2021, our board of directors authorized another $676.1 million increase to this share repurchase program, bringing the total authorization to $2.4 billion, with $1.0 billion remaining.

The expiration date of this repurchase authorization was extended to December 31, 2022, and our repurchase program may be suspended or discontinued at any time.

Repurchases under our program are to be made at management’s discretion on the open market, through privately negotiated transactions, transactions structured through investment banking institutions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing.

(2) Includes shares of restricted common stock delivered by certain employees upon vesting of equity awards to satisfy tax withholding requirements.

The number of shares delivered by these employees to satisfy tax withholding requirements during the period was not significant.

(3) Includes repurchases under our ASR transaction.

D uring the three months ended July 31, 2020 , we purchased approximately 1.0 million shares out of the 5.2 million shares of our common stock purchased under the ASR transaction, to conclude the program.

Stock Price Performance Graph

9 unchanged sentences

NYSE Arca Tech 100 Index $ 100.00 $ 123.34 $ 154.01 $ 165.71 $ 191.39 $ 265.46

SELECTED FINANCIAL DATA

The selected consolidated statement of operations data for fiscal 2020, 2019, and 2018 and consolidated balance sheet data as of July 31, 2020 and 2019 are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The selected consolidated statement of operations data for fiscal 2017 and 2016 and consolidated balance sheet data as of July 31, 2018, 2017, and 2016 are derived from audited financial statements not included in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of the results that may be expected in the future.

The selected consolidated financial data below should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of this Annual Report on Form 10-K and our consolidated financial statements and related notes included in Part II, Item 8 of this Annual Report on Form 10-K.

Year Ended July 31,

2020 2019 2018 2017 2016

(in millions, except per share data)

Selected Consolidated Statements of Operations Data:

Total revenue (1)

$ 3,408.4 $ 2,899.6 $ 2,273.6 $ 1,755.1 $ 1,378.5

Total gross profit (1)

2,408.9 2,091.2 1,628.5 1,278.7 1,008.5

Operating loss (1)

(179.0) (54.1) (104.2) (165.8) (157.3)

$ (267.0) $ (81.9) $ (122.2) $ (203.0) $ (192.7)

Net loss per share, basic and diluted (1)

$ (2.76) $ (0.87) $ (1.33) $ (2.24) $ (2.21)

Weighted-average shares used to compute net loss per share, basic and diluted 96.9 94.5 91.7 90.6 87.1

2020 2019 2018 2017 2016

(in millions)

Selected Consolidated Balance Sheet Data:

Cash and cash equivalents $ 2,958.0 $ 961.4 $ 2,506.9 $ 744.3 $ 734.4

Investments 1,344.2 2,417.1 1,444.0 1,420.0 1,204.0

Working capital (1)(2)

2,437.5 1,611.5 2,036.8 818.1 927.2

Total assets (1)

9,065.4 6,592.2 5,948.9 3,538.5 2,858.2

Total deferred revenue (1)

3,810.2 2,888.7 2,279.3 1,692.4 1,240.8

Convertible senior notes, net (2)

3,084.1 1,430.0 1,920.1 524.7 500.2

Long-term operating lease liabilities (3)

336.6 — — — —

Common stock and additional paid-in capital 2,259.2 2,490.9 1,967.4 1,599.7 1,515.5

Total stockholders’ equity (1)

$ 1,101.8 $ 1,586.3 $ 1,160.3 $ 927.8 $ 894.9

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(1) The amounts for fiscal 2018 and 2017 have been adjusted due to our adoption of the new revenue recognition standard.

Fiscal year 2016 has not been adjusted.

(2) The net carrying amount of the 2019 Notes was classified as a current liability in our consolidated balance sheets as of July 31, 2018 and was classified as a long-term liability for all other prior periods presented.

The net carrying amounts of the 2023 Notes and 2025 Notes were classified as a long-term liability in the periods they were presented.

Refer to Note 10.

Debt in Part II, Item 8 of this Annual Report on Form 10-K for more information on the Notes.

(3) We adopted the new lease accounting standard effective August 1, 2019 on a modified retrospective basis, under which financial results reported in periods prior to fiscal 2020 were not adjusted.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity