OREANDA-NEWS. July 22, 2016. Proofpoint, Inc. (NASDAQ:PFPT), a leading next-generation security and compliance company, today announced financial results for the second quarter ended June 30, 2016.

“Our ability to exceed second quarter expectations was driven by broad-based demand across all of our cloud-based solutions,” stated Gary Steele, chief executive officer of Proofpoint.  “During the quarter, Proofpoint also benefited from continued high competitive win rates, robust renewal and add-on activity, as well as the overall move to the cloud.  Looking forward, we remain confident in our ability to maintain the momentum and grow market share globally, given the improved competitive landscape and the value we are creating with our expanding partner ecosystem.”

Second Quarter 2016 Financial Highlights

  • Revenue: Total revenue for the second quarter of 2016 was \\$89.9 million, an increase of 41% compared to \\$63.5 million for the second quarter of 2015.
  • Billings: Total billings were \\$101.2 million for the second quarter of 2016, an increase of 34% compared to \\$75.5 million for the second quarter of 2015.
  • Gross Profit: GAAP gross profit for the second quarter of 2016 was \\$63.2 million compared to \\$43.7 million for the second quarter of 2015.  Non-GAAP gross profit for the second quarter of 2016 was \\$67.5 million compared to \\$46.7 million for the second quarter of 2015.  GAAP gross margin for the second quarter of 2016 was 70% compared to 69% for the second quarter of 2015.  Non-GAAP gross margin was 75% for the second quarter of 2016 compared to 74% for the second quarter of 2015.
  • Operating Income (Loss): GAAP operating loss for the second quarter of 2016 was \\$32.0 million compared to a loss of \\$19.1 million for the second quarter of 2015.  Non-GAAP operating profit for the second quarter of 2016 was \\$3.7 million compared to a loss of \\$0.2 million for the second quarter of 2015.  GAAP operating loss for the second quarter of 2016 included \\$13.5 million in expenses related to the defense and settlement of patent litigation compared to \\$0.6 million in expenses included for the second quarter of 2015.
  • Net Income (Loss): GAAP net loss for the second quarter of 2016 was \\$38.3 million, or \\$0.92 per share, based on 41.6 million weighted average shares outstanding.  This compares to a GAAP net loss of \\$22.6 million, or \\$0.57 per share, based on 39.6 million weighted average shares outstanding for the second quarter of 2015.

    Non-GAAP net profit for the second quarter of 2016 was \\$2.5 million, or \\$0.06 per share, based on 45.1 million weighted average diluted shares outstanding.  This compares to a non-GAAP net loss of \\$1.1 million, or \\$0.03 per share, based on 39.6 million weighted average diluted shares outstanding for the second quarter of 2015.

  • Adjusted EBITDA: Adjusted EBITDA for the second quarter of 2016 was \\$7.7 million compared to \\$2.8 million for the second quarter of 2015.
  • Cash and Cash Flow: As of June 30, 2016, Proofpoint had cash, cash equivalents and short term investments of \\$412.1 million. The company generated \\$8.3 million in net cash from operations for the second quarter of 2016 compared to \\$1.6 million during the second quarter of 2015.  The company’s free cash flow for the quarter was approximately breakeven compared to a \\$4.3 million use of cash reported for the second quarter of 2015. Note that the cash flow recorded during the second quarter of 2016 included a \\$4.3 million payment related to the settlement of patent litigation. 

For the second quarter of 2016, Proofpoint achieved positive non-GAAP operating profit and EPS for the first time in the company’s history. 

“We were very pleased with our strong second quarter execution, particularly our ability to surpass \\$100 million in quarterly billings,” stated Paul Auvil, chief financial officer of Proofpoint. "Our overall financial results highlight the leverage we are starting to see in the business while at the same time driving top line growth.”

A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial tables included in this press release.  An explanation of these measures and how they are calculated are also included below under the heading “Non-GAAP Financial Measures.”

Second Quarter and Recent Business Highlights:

  • Announced Proofpoint Angler Phish protection, the first solution to help brands proactively detect and facilitate the take down of fraudulent customer service accounts and stop hackers from hijacking customer care requests on social media.  
  • Proofpoint expanded its partner ecosystem with Splunk, CyberArk and Imperva, helping joint customers to quickly prevent data breaches through tight integrations with the company’s platform.  
  • Announced an eDiscovery Analytics platform to help organizations quickly find, identify and review documents to meet regulatory and legal requirements.  
  • Proofpoint deepened its partnership with LinkedIn to include expanded collaboration around social media security and compliance.
  • Announced Proofpoint Intelligent Supervision to significantly accelerate FINRA, SEC and IIROC compliance review and reduce audit time. 

Financial Outlook

As of July 21, 2016, Proofpoint is providing guidance for its third quarter and increasing full year 2016 guidance as follows:

  • Third Quarter 2016 Guidance: Total revenue is expected to be in the range of \\$93.5 million to \\$94.5 million.  Billings are expected to be in the range of \\$114.0 million to \\$116.0 million.  GAAP EPS loss is expected to be in the range of \\$0.62 to \\$0.67 per share based on approximately 42.1 million weighted average diluted shares outstanding.  Adjusted EBITDA is expected to be in the range of \\$7.4 million to \\$7.9 million. Non-GAAP EPS is expected to be in the range of positive \\$0.04 to \\$0.06 per share based on approximately 45.4 million weighted average diluted shares outstanding.  Free cash flow is expected to be in the range of \\$8.0 million to \\$10.0 million.
  • Full Year 2016 Guidance: Total revenue is expected to be in the range of \\$361.5 million to \\$363.5 million.  Billings are expected to be in the range of \\$445.0 million to \\$448.0 million.  GAAP EPS loss is expected to be in the range of \\$2.96 to \\$3.06 per share based on approximately 41.8 million weighted average diluted shares outstanding.  Adjusted EBITDA is expected to be in the range of \\$24.5 million to \\$25.5 million.  Non-GAAP EPS is expected to be in the range of positive \\$0.06 to \\$0.10 per share based on approximately 45.3 million weighted average diluted shares outstanding.  Free cash flow is expected to be in the range of \\$34.0 million to \\$38.0 million, which assumes capital expenditures of \\$31.0 million to \\$33.0 million for the full year.

Quarterly Conference Call

Proofpoint will host a conference call today at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to review the company’s financial results for the second quarter ended June 30, 2016.  To access this call, dial (888) 656-7420 for the U.S. or Canada and (913) 312-0681 for international callers with conference ID #5597241.  A live webcast of the conference call will be accessible from the Investors section of Proofpoint’s website at investors.proofpoint.com, and a recording will be archived and accessible at investors.proofpoint.com.  An audio replay of this conference call will also be available through August 4, 2016, by dialing (877) 870-5176 for the U.S. or Canada or (858) 384-5517 for international callers, and entering passcode #5597241.

About Proofpoint, Inc.

Proofpoint, Inc. (NASDAQ:PFPT) is a leading next-generation security and compliance company that provides cloud-based solutions for comprehensive threat protection, incident response, secure communications, social media security, compliance, archiving and governance.  Organizations around the world depend on Proofpoint’s expertise, patented technologies and on-demand delivery system. Proofpoint protects against phishing, malware and spam, while safeguarding privacy, encrypting sensitive information, and archiving and governing messages and critical enterprise information.  More information is available at www.proofpoint.com.

Proofpoint is a trademark or registered trademark of Proofpoint, Inc. in the U.S. and other countries. All other trademarks contained herein are the property of their respective owners.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding momentum in the company’s business, market position, future growth, and future financial results. It is possible that future circumstances might differ from the assumptions on which such statements are based. Important factors that could cause results to differ materially from the statements herein include: failure to maintain or increase renewals and increased business from existing customers and failure to generate increased business through existing or new channel partner relationships; uncertainties related to continued success in sales growth and market share gains; failure to convert sales opportunities into definitive customer agreements; risks associated with successful implementation of multiple integrated software products and other product functionality; competition, particularly from larger companies with more resources than Proofpoint; risks related to new target markets, new product introductions and innovation and market acceptance thereof; the ability to attract and retain key personnel; potential changes in strategy; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organizations; the time it takes new sales personnel to become fully productive; unforeseen delays in developing new technologies and the uncertain market acceptance of new products or features; technological changes that make Proofpoint's products and services less competitive; security breaches, which could affect our brand; the costs of litigation; the impact of changes in foreign currency exchange rates; the effect of general economic conditions, including as a result of specific economic risks in different geographies and among different industries; risks related to integrating the employees, customers and technologies of acquired businesses; assumption of unknown liabilities from acquisitions; ability to retain customers of acquired entities; and the other risk factors set forth from time to time in our filings with the SEC, including our Quarterly Report on Form 10-Q for the three months ended March 31, 2016, and the other reports we file with the SEC, copies of which are available free of charge at the SEC's website at www.sec.gov or upon request from our investor relations department.  All forward-looking statements herein reflect our opinions only as of the date of this release, and Proofpoint undertakes no obligation, and expressly disclaims any obligation, to update forward-looking statements herein in light of new information or future events.

Non-GAAP Financial Measures

We have provided in this release financial information that has not been prepared in accordance with GAAP. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors. 

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures below. As previously mentioned, a reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.

Non-GAAP gross profit and gross margin. We define non-GAAP gross profit as GAAP gross profit, adjusted to exclude stock-based compensation expense and the amortization of intangibles associated with acquisitions. We define non-GAAP gross margin as non-GAAP gross profit divided by GAAP revenue. We consider these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of non-cash charges that can fluctuate for Proofpoint, based on timing of equity award grants and the size, timing and purchase price allocation of acquisitions so that our management and investors can compare our recurring core business operating results over multiple periods. There are a number of limitations related to the use of non-GAAP gross profit and non-GAAP gross margin versus gross profit and gross margin, in each case, calculated in accordance with GAAP. For example, stock-based compensation has been and will continue to be for the foreseeable future a significant recurring expense in our business. Stock-based compensation is an important part of our employees' compensation and impacts their performance. In addition, the components of the costs that we exclude in our calculation of non-GAAP gross profit and non-GAAP gross margin may differ from the components that our peer companies exclude when they report their non-GAAP results.  Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP gross profit and non-GAAP gross margin and evaluating non-GAAP gross profit and non-GAAP gross margin together with gross profit and gross margin calculated in accordance with GAAP.

Non-GAAP operating loss. We define non-GAAP operating loss as operating loss, adjusted to exclude stock-based compensation expense and the amortization of intangibles and costs associated with acquisitions and litigation. We consider this non-GAAP financial measure to be a useful metric for management and investors because they exclude the effect of stock-based compensation expense and the amortization of intangibles and costs associated with acquisitions and litigation so that our management and investors can compare our recurring core business operating results over multiple periods. There are a number of limitations related to the use of non-GAAP operating loss versus operating loss calculated in accordance with GAAP. For example, as noted above, non-GAAP operating loss excludes stock-based compensation expense. In addition, the components of the costs that we exclude in our calculation of non-GAAP operating loss may differ from the components that our peer companies exclude when they report their non-GAAP results of operations. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP operating loss and evaluating non-GAAP operating loss together with operating loss calculated in accordance with GAAP.

Non-GAAP net loss. We define non-GAAP net loss as net loss, adjusted to exclude stock-based compensation expense, amortization of intangibles, costs associated with acquisitions and litigation, non-cash interest expense related to the convertible debt discount and issuance costs for the convertible debt offering, and tax effects associated with these items. We consider this non-GAAP financial measure to be a useful metric for management and investors for the same reasons that we use non-GAAP operating loss. However, in order to provide a complete picture of our recurring core business operating results, we also exclude from non-GAAP net loss the tax effects associated with stock-based compensation and the amortization of intangibles and costs associated with acquisitions and litigation, and non-cash interest expense related to the convertible debt discount and issuance costs for the convertible debt offering. We believe that \\$0.3 million, exclusive of potential discrete items, is a reasonable estimate of the near-term non-GAAP quarterly tax expense under our current global operating structure.

Billings. We define billings as revenue recognized plus the change in deferred revenue from the beginning to the end of the period, but excluding additions to deferred revenue from acquisitions. We consider billings to be a useful metric for management and investors because billings drive deferred revenue, which is an important indicator of the health and visibility of our business, and has historically represented a majority of the quarterly revenue that we recognize. There are a number of limitations related to the use of billings versus revenue calculated in accordance with GAAP. Billings include amounts that have not yet been recognized as revenue, but exclude additions to deferred revenue from acquisitions. We may also calculate billings in a manner that is different from other companies that report similar financial measures. Management compensates for these limitations by providing specific information regarding GAAP revenue and evaluating billings together with revenues calculated in accordance with GAAP.

Adjusted EBITDA. We define adjusted EBITDA as net loss, adjusted to exclude: depreciation, amortization of intangibles, interest income (expense), net, provision for income taxes, stock-based compensation, acquisition- and litigation-related expense, other income (expense), net. We believe that the use of adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We use adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. We do not place undue reliance on adjusted EBITDA as our only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using this non-GAAP financial measure, including that other companies may calculate this measure differently than we do, that it does not reflect our capital expenditures or future requirements for capital expenditures and that it does not reflect changes in, or cash requirements for, our working capital.

Free cash flow. We define free cash flow as net cash provided by operating activities minus capital expenditures. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the acquisition of property and equipment, can be used for strategic opportunities, including investing in our business, making strategic acquisitions, and strengthening the balance sheet. Analysis of free cash flow facilitates management's comparisons of our operating results to competitors' operating results. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating our company is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period because it excludes cash used for capital expenditures during the period. Management compensates for this limitation by providing information about our capital expenditures on the face of the cash flow statement and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" section of our quarterly and annual reports filed with the SEC.

Proofpoint, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
        
 Three Months Ended
June 30,		 Six Months Ended
June 30,
  2016   2015   2016   2015 
Revenue:       
Subscription\\$  87,318  \\$  61,778  \\$  164,715  \\$  117,634 
Hardware and services  2,586    1,768    4,192    3,675 
Total revenue  89,904    63,546    168,907    121,309 
Cost of revenue:(1)(2)       
Subscription  23,198    16,829    44,880    33,163 
Hardware and services  3,460    2,995    6,602    5,949 
Total cost of revenue  26,658    19,824    51,482    39,112 
Gross profit  63,246    43,722    117,425    82,197 
Operating expense:(1)(2)       
Research and development  23,588    18,659    46,241    34,367 
Sales and marketing  48,664    35,638    95,187    68,589 
General and administrative  22,999    8,495    33,603    15,828 
Total operating expense  95,251    62,792    175,031    118,784 
Operating loss  (32,005)   (19,070)   (57,606)   (36,587)
Interest expense  (5,809)   (3,332)   (11,609)   (6,185)
Other expense, net  (302)   (80)   (300)   (1,260)
Loss before provision for income taxes  (38,116)   (22,482)   (69,515)   (44,032)
Provision for income taxes  (185)   (112)   (442)   (274)
Net loss\\$  (38,301) \\$  (22,594) \\$  (69,957) \\$  (44,306)
Net loss per share, basic and diluted\\$  (0.92) \\$  (0.57) \\$  (1.69) \\$  (1.13)
Weighted average shares outstanding, basic and diluted  41,605    39,567    41,349    39,264 
        
(1)  Includes stock?based compensation expense as follows:       
Cost of subscription revenue\\$  1,721  \\$  1,148  \\$  3,359  \\$  2,263 
Cost of hardware and services revenue   392     250     745     504 
Research and development   5,877     5,762     11,479     9,700 
Sales and marketing   6,718     5,157     13,536     10,026 
General and administrative   4,000     2,918     8,072     5,168 
Total stock-based compensation expense\\$  18,708  \\$  15,235  \\$  37,191  \\$  27,661 
(2)  Includes intangible amortization expense as follows:       
Cost of subscription revenue\\$  2,118  \\$  1,589  \\$  4,235  \\$  2,969 
Research and development  15    23     30     46 
Sales and marketing  1,236    1,304     2,509     2,597 
General and administrative  -     1     -     12 
Total intangible amortization expense\\$  3,369  \\$  2,917  \\$  6,774  \\$  5,624 
                
Proofpoint, Inc.   
Consolidated Balance Sheets   
(In thousands, except per share amounts)   
(Unaudited)   
    
 June 30, December 31,
  2016   2015 
Assets   
Current assets:   
Cash and cash equivalents\\$  367,260  \\$  346,205 
Short-term investments  44,860    60,032 
Accounts receivable, net  57,756    54,522 
Inventory  302    485 
Deferred product costs  1,770    2,228 
Deferred commissions  18,687    19,314 
Prepaid expenses and other current assets  5,987    5,695 
Total current assets  496,622    488,481 
Property and equipment, net  43,426    34,501 
Deferred product costs  336    314 
Goodwill  133,769    133,769 
Intangible assets, net  34,556    41,330 
Long-term deferred commissions  3,494    3,488 
Other assets  3,984    3,733 
Total assets\\$  716,187  \\$  705,616 
Liabilities and Stockholders’ Equity   
Current liabilities:   
Accounts payable\\$  17,484  \\$  14,081 
Accrued liabilities  30,314    35,053 
Capital lease obligations  33    32 
Deferred rent  551    496 
Deferred revenue  215,759    182,195 
Total current liabilities  264,141    231,857 
Convertible senior notes  355,967    345,699 
Long-term capital lease obligations  106    123 
Long-term deferred rent  1,967    2,033 
Other long-term liabilities  4,422    1,188 
Long-term deferred revenue  38,611    41,531 
Total liabilities  665,214    622,431 
Stockholders’ equity   
Common stock, \\$0.0001 par value; 200,000 shares authorized at June 30, 2016 and December 31, 2015; 41,947 and 40,840 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively  4    4 
Additional paid-in capital  478,828    441,104 
Accumulated other comprehensive loss  (2)   (23)
Accumulated deficit  (427,857)   (357,900)
Total stockholders’ equity  50,973    83,185 
Total liabilities and stockholders’ equity \\$  716,187  \\$  705,616 
    
Proofpoint, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
        
 Three Months Ended
June 30,		 Six Months Ended
June 30,
  2016   2015   2016   2015 
Cash flows from operating activities       
Net loss\\$  (38,301) \\$  (22,594) \\$  (69,957) \\$  (44,306)
Adjustments to reconcile net loss to net cash provided by operating activities:       
Depreciation and amortization  7,385    5,963    14,621    11,427 
Loss on disposal of property and equipment  99    112    288    115 
Amortization of investment premiums, net of accretion of purchase discounts  (15)   78    35    206 
Recovery of allowance for doubtful accounts  (3)   22    (20)   (252)
Stock?based compensation  18,708    15,235    37,191    27,661 
Amortization of debt issuance costs and accretion of debt discount  5,172    2,696    10,268    4,962 
Foreign currency transaction loss (gain)  259    (73)   35    1,064 
Changes in assets and liabilities:       
Accounts receivable  (2,400)   (11,843)   (3,279)   (2,533)
Inventory  279    (9)   183    64 
Deferred products costs  271    (544)   435    (341)
Deferred commissions  (860)   (2,379)   621    (2,340)
Prepaid expenses  (276)   17    (533)   (782)
Other current assets  48    (62)   104    585 
Deferred income taxes  (41)   (137)   (167)   144 
Long-term assets  48    94    51    109 
Accounts payable  4,487    578    5,959    825 
Accrued liabilities  2,113    2,555    (755)   (2,855)
Deferred rent  (21)   (110)   (12)   (221)
Deferred revenue  11,341    11,975    30,643    20,566 
Net cash provided by operating activities  8,293    1,574    25,711    14,098 
Cash flows from investing activities       
Proceeds from sales and maturities of short-term investments  14,261    14,947    68,900    25,959 
Purchase of short-term investments  (26,762)   -     (53,742)   -  
Purchase of property and equipment  (8,356)   (5,843)   (16,194)   (10,427)
Acquisitions of business, net of cash acquired  -     (3,510)   -     (31,624)
Net cash (used in) provided by investing activities  (20,857)   5,594    (1,036)   (16,092)
Cash flows from financing activities       
Proceeds from issuance of common stock  8,463    5,657    10,335    9,676 
Withholding taxes related to restricted stock net share settlement  (5,874)   (4,290)   (12,572)   (8,427)
Proceeds from issuance of convertible senior notes
  -     223,790    -     223,790 
Repayments of equipment loans and capital lease obligations  (8)   (278)   (16)   (693)
Holdback payments for prior acquisitions  -     -     (1,397)   -  
Net cash provided by (used in) financing activities  2,581    224,879    (3,650)   224,346 
Effect of exchange rate changes on cash and cash equivalents  (198)   92    30    (545)
Net (decrease) increase in cash and cash equivalents  (10,181)   232,139    21,055    221,807 
Cash and cash equivalents       
Beginning of period  377,441    170,005    346,205    180,337 
End of period\\$  367,260  \\$  402,144  \\$  367,260  \\$  402,144 
        
Reconciliation of Non-GAAP Measures
(In thousands, except per share amounts)
(Unaudited)
        
  Three Months Ended   Six Months Ended 
  June 30,   June 30, 
  2016   2015   2016   2015 
        
GAAP gross profit\\$63,246  \\$43,722  \\$117,425  \\$82,197 
GAAP gross margin 70%  69%  70%  68%
Plus:       
Stock-based compensation expense   2,113     1,398     4,104     2,767 
Intangible amortization expense   2,118     1,589     4,235     2,969 
Non-GAAP gross profit   67,477     46,709     125,764     87,933 
Non-GAAP gross margin 75%  74%  74%  72%
        
GAAP operating loss (32,005)  (19,070)  (57,606)  (36,587)
Plus:       
Stock-based compensation expense   18,708     15,235     37,191     27,661 
Intangible amortization expense   3,369     2,917     6,774     5,624 
Acquisition-related expenses   118     114     122     361 
Litigation-related expenses   13,462     595     14,657     1,128 
Non-GAAP operating income (loss)   3,652     (209)    1,138     (1,813)
        
GAAP net loss (38,301)  (22,594)  (69,957)  (44,306)
Plus:       
Stock-based compensation expense 18,708   15,235   37,191   27,661 
Intangible amortization expense   3,369   2,917     6,774   5,624 
Acquisition-related expenses   118     114     122     361 
Litigation-related expenses   13,462     595     14,657     1,128 
Interest expense - debt discount and issuance costs   5,172     2,696     10,268     4,962 
Income tax benefit   (23)    (27)    (45)    (87)
Non-GAAP net income (loss)   2,505     (1,064)    (990)    (4,657)
        
Non-GAAP net income (loss) per share - diluted\\$  0.06  \\$  (0.03) \\$  (0.02) \\$  (0.12)
        
GAAP weighted-average shares used to compute net loss per share, diluted   41,605     39,567     41,349     39,264 
Weighted-average effect of potentially dilutive securities   3,528     -      -      -  
Non-GAAP weighted-average shares used to compute net income (loss) per share, diluted   45,133     39,567     41,349     39,264 
        
        
        
Reconciliation of Net Loss to Adjusted EBITDA
(In thousands)
(Unaudited)
        
  Three Months Ended   Six Months Ended 
  June 30,   June 30, 
  2016   2015   2016   2015 
        
Net loss\\$  (38,301) \\$  (22,594) \\$  (69,957) \\$  (44,306)
Depreciation   4,016     3,046     7,847     5,803 
Amortization of intangible assets   3,369     2,917     6,774     5,624 
Interest expense   5,809     3,332     11,609     6,185 
Provision for income taxes   185     112     442     274 
EBITDA\\$  (24,922) \\$  (13,187) \\$  (43,285) \\$  (26,420)
        
Stock-based compensation expense\\$  18,708  \\$  15,235  \\$  37,191  \\$  27,661 
Acquisition-related expenses   118     114     122     361 
Litigation-related expenses   13,462     595     14,657     1,128 
Other expense, net   302     80     300     1,260 
Adjusted EBITDA\\$  7,668  \\$  2,837  \\$  8,985  \\$  3,990 
        
        
        
Reconciliation of Total Revenue to Billings
(In thousands)
(Unaudited)
        
  Three Months Ended   Six Months Ended 
  June 30,   June 30, 
  2016   2015   2016   2015 
        
Total revenue\\$89,904  \\$ 63,546  \\$168,907  \\$121,309 
        
Deferred revenue       
Ending   254,370     183,941     254,370     183,941 
Beginning   243,028     171,966     223,726     162,675 
Net Change   11,342     11,975     30,644     21,266 
Less:       
Deferred revenue contributed by acquisitions   -      -      -     (700)
Billings\\$  101,246  \\$  75,521  \\$  199,551  \\$  141,875 
        
Reconciliation of GAAP Cash Flows from Operations to Free Cash Flows
(In thousands)
(Unaudited)
        
  Three Months Ended   Six Months Ended 
  June 30,   June 30, 
  2016   2015   2016   2015 
        
GAAP cash flows provided by operating activities\\$  8,293  \\$  1,574  \\$  25,711  \\$  14,098 
Less:       
Purchases of property and equipment   (8,356)    (5,843)    (16,194)    (10,427)
Non-GAAP free cash flows\\$  (63) \\$  (4,269) \\$  9,517  \\$  3,671 
        
Revenue by Solution
(In thousands)
(Unaudited)
          
  Three Months Ended 
 June 30, 2016 March 31, 2016 December 31,
2015		 September 30,
2015		 June 30, 2015
          
Protection and Advanced Threat\\$  64,797  \\$  56,462  \\$  53,544  \\$  47,920  \\$  43,128 
Archiving, Privacy and Governance   25,107     22,541     21,395     21,229     20,418 
Total revenue\\$  89,904  \\$  79,003  \\$  74,939  \\$  69,149  \\$  63,546 
          
Reconciliation of GAAP to Non-GAAP Outlook 
(In millions, except per share amount) 
       
       
   Third Quarter    Full Year  
  2016   2016  
       
GAAP Net Loss  \\$(26.1) - \\$(28.2)  \\$(123.6) - \\$(128.0)
Depreciation  4.3 - 4.5   16.9 - 17.2 
Amortization of intangible assets  3.4    12.5 
Interest expense  5.9    23.4 
Provision for income taxes  0.2 - 0.4   1.0 - 1.2  
EBITDA  \\$(12.3) - \\$(14.0)  \\$(69.8) - \\$(73.7)
       
Stock-based compensation expense  20.0 - 21.0   80.0 - 82.0 
Acquisition-related expenses  -     0.1 
Litigation-related expenses  0.2 - 0.4   14.9 - 15.3 
Other expense, net  -    0.3 - 0.8 
Adjusted EBITDA  \\$7.9 - \\$7.4   \\$25.5 - \\$24.5 
       
       
   Third Quarter    Full Year  
  2016   2016  
       
GAAP net loss \\$(26.1) - \\$(28.2) \\$(123.6) - \\$(128.0) 
Plus:      
Stock-based compensation expense 20.0 - 21.0  80.0 - 82.0 
Intangible amortization expense  3.4   12.5 
Acquisition-related expenses  -    0.1 
Litigation-related expenses  0.2 - 0.4   14.9 - 15.3 
Interest expense - debt discount and issuance costs  5.2    20.7 
Income tax benefit  -    (0.1
)
Non-GAAP net income  \\$2.7 - \\$1.8   \\$4.5 - \\$2.5 
Non-GAAP net income per share - diluted  \\$0.06 - \\$0.04   \\$0.10 - \\$0.06 
Non-GAAP weighted-average shares used to compute net income per share, diluted  45.4    45.3 
       
       
   Third Quarter    Full Year  
  2016   2016  
       
GAAP cash flows provided by operating activities  \\$15.5 - \\$18.5   \\$65.0 - \\$71.0 
Less:      
Purchases of property and equipment  (7.5) - (8.5)  (31.0) - (33.0)
Non-GAAP free cash flows  \\$8.0 - \\$10.0   \\$34.0 - \\$38.0