8-K
Everpure, Inc. (P)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2022
_____________________________________
Pure Storage, Inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________
| Delaware | 001-37570 | 27-1069557 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer Identification No.) |
650 Castro Street, Suite 400
Mountain View, California 94041
(Address of Principal Executive Offices, Including Zip Code)
(800) 379-7873
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
|---|---|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- |
________________________________________
Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading symbol(s)Name of each exchange on which registeredClass A Common Stock, $0.0001 par value per sharePSTGNew York Stock Exchange LLC
________________________________________
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 2.02 Results of Operations and Financial Condition.
On March 2, 2022, Pure Storage, Inc. (“Pure”) issued a press release and will hold a conference call regarding its financial results for the quarter ended February 6, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
This information, including the exhibit(s) hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Pure is making reference to non-GAAP financial information in the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release. These non-GAAP financial measures are reported in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2022, Pure Storage, Inc. (“Pure”) announced that Mona Chu will become Vice President and Chief Accounting Officer of Pure on or before March 14, 2022. Ms. Chu will assume the roles and responsibilities as Pure’s principal accounting officer from Kevan Krysler, who will continue to serve as Pure’s Chief Financial Officer.
Ms. Chu previously served as Pure’s Vice President and Corporate Controller from January 2015 to December 2021. She provided services to Pure in a consultancy capacity from January 2022 to March 2022, in addition to serving as the Chief Accounting Officer at Impossible Foods Inc. during the same time period. Previously, Ms. Chu held senior accounting positions at Box, Inc. from 2013 to 2015 and at Google, Inc. from 2002 to 2013.
Pursuant to Ms. Chu’s offer letter (“Offer Letter”), Ms. Chu will receive an annual base salary of $350,000. In addition, Ms. Chu is eligible for an annual performance-based cash bonus, with a target amount equal to 60% of her base salary, based on performance measures set and being satisfied, as determined by the Compensation Committee of Pure’s Board of Directors (the “Board”). In addition, Ms. Chu will receive a one-time signing bonus of $565,000 (“Signing Bonus”). If Ms. Chu’s employment is terminated for any reason other than a layoff within the first 12 months of service, the net after tax amount of the Signing Bonus must be repaid in full. If Ms. Chu’s employment is terminated for any reason other than a layoff after 12 months but before the completion of 24 months of continuous service, the net after tax amount of the Signing Bonus must be repaid at a prorated rate where Ms. Chu’s repayment obligations are reduced by 1/12th for each full month of service after 12 months. There will be no repayment obligation after the completion of 24 months of services. Pursuant to the Offer Letter and Pure’s 2015 Equity Incentive Plan, upon the approval of the Compensation Committee of the Board, Ms. Chu would be granted a restricted stock unit award to acquire a number of shares of Pure’s common stock equal to $3,250,000 divided by the prior 30-calendar day average of the closing price of Pure’s common stock, ending on the 15th of the month in which the grant is made, rounded down to the nearest whole share (the “RSU Award”). The RSU Award will vest quarterly over four years at a rate of 1/16th per quarter, subject to Ms. Chu’s continuous service.
Ms. Chu will be eligible to participate in Pure’s Change in Control Severance Benefit Plan (“Severance Plan”) at the Vice President level. The Severance Plan was filed as Exhibit 10.12 to Pure’s Annual Report on Form 10-K (File No. 001-37570) filed with the Securities and Exchange Commission on March 25, 2021 (“2021 Annual Report”). The foregoing description is qualified in its entirety by reference to the Offer Letter, which will be filed as an exhibit to Pure’s Annual Report on Form 10-K for the period ending February 6, 2022. Except for the Offer Letter, there is no arrangement or understanding between Ms. Chu and any other person pursuant to which Ms. Chu was selected as an officer. Ms. Chu is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with her appointment, Ms. Chu will execute Pure’s standard form of indemnity agreement for officers, which was filed as Exhibit 10.8 to the 2021 Annual Report.
Item 8.01 Other Events.
Pure’s board of directors has authorized incremental share repurchases of up to an additional $250 million under its stock repurchase program. The authorization allows Pure to repurchase shares of its Class A common stock opportunistically and 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 program does not have an expiration date, does not obligate Pure to acquire any of its common stock, and may be suspended or discontinued by the company at any time without prior notice.
Cautions Concerning Forward-Looking Statements
This report contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, related to the share repurchase and the factors that will impact the amount and timing of purchases, if any, thereunder. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the company. Risks and uncertainties include, but are not limited to, those described under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Pure’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2021, and Pure’s subsequent filings with the Securities and Exchange Commission. Copies of these filings are available online at www.sec.gov, investors.purestorage.com or on request from the company. Pure does not undertake to update any forward-looking statements as a result of new information or future events or developments.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release entitled "Pure Storage Announces Fourth Quarter and Full Year Fiscal 2022Financial Results" |
| 104 | Cover Page Interactive Data File (embedded within the InLine XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Pure Storage, Inc. | |
|---|---|
| (Registrant) | |
| By: | /s/ Kevan Krysler |
| Kevan Krysler | |
| Chief Financial Officer |
March 2, 2022
Document
Exhibit 99.1
Pure Storage Announces Fourth Quarter and Full Year Fiscal 2022 Financial Results
Q4 revenue grew 41% year-over-year
Subscription Services ARR $849 million, up 31% year-over-year
Doubled growth of annual operating cash flow, exceeding $400 million
MOUNTAIN VIEW, Calif. - March 2, 2022 -- Today Pure Storage (NYSE: PSTG), the IT pioneer that delivers the most advanced data storage technology and services, announced financial results for its fiscal fourth quarter and full year ended February 6, 2022.
"By every measure, Pure had an outstanding quarter and fiscal year," said Charles Giancarlo, Chairman and CEO, Pure Storage. "As evidenced by the 41% growth in Q4, our strategy to deliver an innovative portfolio of data storage and services, with industry-leading customer experiences and flexible, efficient operations continues to position Pure as the trusted provider for all organizations."
Fourth Quarter and Full Year Financial Highlights
•Q4 revenue $708.6 million, up 41% year-over-year
•Full-year revenue $2.18 billion, up 29% year-over-year
•Q4 subscription services revenue $216.0 million, up 42% year-over-year
•Full-year subscription services revenue $738.5 million, up 37% year-over-year
•Q4 subscription annual recurring revenue (ARR) $848.8 million, up 31% year-over-year
•Remaining performance obligations (RPO) $1.4 billion, up 29% year-over-year
•Q4 GAAP gross margin 67.2%; non-GAAP gross margin 68.8%
•Full-year GAAP gross margin 67.5%; non-GAAP gross margin 69.4%
•Q4 GAAP operating income $29.8 million; non-GAAP operating income $118.7 million
•Q4 GAAP operating margin 4.2%; non-GAAP operating margin 16.8%
•Full-year GAAP operating loss $(98.4) million; non-GAAP operating income $235.0 million
•Full-year GAAP operating margin (4.5)%; non-GAAP operating margin 10.8%
•Q4 operating cash flow $138.2 million; free cash flow $117.2 million
•Full-year operating cash flow $410.1 million; free cash flow $307.8 million
•Total cash, cash equivalents, and investments of $1.41 billion
•Returned approximately $69 million and $200 million in Q4 and FY22, respectively, to stockholders through share repurchases and completed our Board authorized amount of $200 million
“We are thrilled to be capping off the year in a position of leadership and strength,” said Kevan Krysler, CFO, Pure Storage. "The momentum we are experiencing is the year's culmination of relentless focus on innovating for our customers."
Fourth Quarter and Full Year Company Highlights
•Surpassed the 10,000 Customer Mark: Pure's customer base further expanded across a wide and balanced range of use cases, industries, and geographies. In Q4, Meta announced Pure as the storage partner to deliver robust and scalable storage capabilities to power its AI Research SuperCluster (RSC).
•Strong Subscription Services Momentum: Pure's subscription services revenue grew 37% YoY in FY22 and Pure unveiled two new service offerings to be generally available in Q1 FY23, Pure Fusion and Portworx Data Services.
•Market-Leading Portfolio Innovation: Pure introduced the new FlashArray//XL to provide unmatched performance and scale to platinum tier applications and expanded features and functionality across the FlashArray and FlashBlade platforms with new Purity software, all available through Pure as-a-Service. Pure also delivered new releases of Portworx Enterprise and PX-Backup.
•Industry and Customer Recognition: Pure set a high-bar with an 85.2 third-party certified Net Promoter Score (NPS). Pure was named a leader in the Gartner Magic Quadrants for both Primary Storage and Distributed File Systems & Object Storage, marking its 8th consecutive year as a leader.
•Expansion of Research & Development Centers: Pure opened a new R&D site in Bangalore, India, joining global R&D centers in Mountain View, CA, Bellevue, WA, and Vancouver, Canada in North America; and Prague, Czech Republic in EMEA.
First Quarter and FY23 Guidance
| Q1 FY23 | FY23 | |
|---|---|---|
| Revenue | Approx. $520 Million | Approx. $2.6 Billion<br>Est. 19%-20% Y/Y Growth |
| Non-GAAP Operating Income | $16 Million | $300 Million |
| Non-GAAP Operating Margin | Approx. 3% | Approx. 11.5% |
These statements are forward-looking and actual results may differ materially. Refer to the Forward Looking Statements section below for information on the factors that could cause our actual results to differ materially from these statements. Pure has not reconciled its guidance for non-GAAP operating income and non-GAAP operating margin to their most directly comparable GAAP measures because certain items that impact these measures are not within Pure’s control and/or cannot be reasonably predicted. Accordingly, a reconciliation of these non-GAAP financial measures guidance to the corresponding GAAP measures is not available without unreasonable effort.
Share Repurchase Authorization
Pure's board of directors has authorized incremental share repurchases of up to an additional $250 million under its stock repurchase program. The authorization allows Pure to repurchase shares of its Class A common stock opportunistically and 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 program does not have an expiration date, does not obligate Pure to acquire any of its common stock, and may be suspended or discontinued by the company at any time without prior notice.
Conference Call Information
Pure will host a teleconference to discuss the fourth quarter and full year fiscal 2022 results at 2:30 pm PT today, March 2, 2022. A live audio broadcast of the conference call will be available at the Pure Storage Investor Relations website, investor.purestorage.com. Pure will also post its earnings presentation to this website in advance of the call and post its prepared remarks to this website within 24 hours of completion of the call. A replay will be available following the call on the Pure Storage Investor Relations website or for two weeks at 800-585-8367 (or 416-621-4642 for international callers) with passcode 8379776.
Upcoming Events
Pure is scheduled to participate at the following investor conferences:
Susquehanna Eleventh Annual Technology Conference
Date: Friday, March 4, 2022
Pure Participants: Kevan Krysler, CFO, Rob Lee, CTO, and Sanjot Khurana, VP, Investor Relations and Treasurer
Morgan Stanley Technology, Media & Telecom Conference
Date: Monday, March 7, 2022
Time: 11:30 am PST
Pure Presenters: Charles Giancarlo, Chairman and CEO, and Kevan Krysler, CFO
Pure Participants: Rob Lee, CTO, and Sanjot Khurana, VP, Investor Relations and Treasurer
KeyBanc Emerging Technology Summit (ETS)
Date: Tuesday, March 8, 2022
Pure Participants: Kevan Krysler, CFO, and Rob Lee, CTO
Raymond James 43rd Annual Institutional Investors Conference
Date: Wednesday, March 9, 2022
Pure Participants: Ajay Singh, CPO, and Sanjot Khurana, VP, Investor Relations and Treasurer
The presentation will be webcast live and archived on Pure's Investor Relations website at investor.purestorage.com.
About Pure Storage
Pure Storage gives technologists their time back. Pure delivers a modern data experience that empowers organizations to run their operations as a true, automated, storage as-a-service model seamlessly across multiple clouds. Pure helps customers put data to use while reducing the complexity and expense of managing the infrastructure behind it. And with a certified customer satisfaction score in the top one percent of B2B companies, Pure's ever-expanding list of customers are among the happiest in the world.
Analyst Recognition
Leader in the 2021 Gartner Magic Quadrant for Primary Storage Arrays
Leader in the 2021 Gartner Magic Quadrant for Distributed File Systems & Object Storage
Connect with Pure
Blog
Pure Storage, the Pure P Logo, Portworx, and the marks on the Pure Trademark List at www.purestorage.com/legal/productenduserinfo.html are trademarks of Pure Storage, Inc. Other names are trademarks of their respective owners.
Forward Looking Statements
This press release contains forward-looking statements regarding our products, business and operations, including but not limited to our views relating to future period financial results, our sustainable growth strategy, our continued momentum and growth potential, particularly within our enterprise customer segment, the potential for supply chain disruptions, the scope and duration of the COVID-19 pandemic and its impact on our business operations, liquidity and capital resources, employees, customers, financial results and the economy, demand for our products and subscription services, including Pure as-a-Service, our expectations regarding our product and technology differentiation, new customer acquisition, the continued success of the Portworx technology, and other statements regarding our products, business, operations and results. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements.
Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption "Risk Factors" and elsewhere in our filings and reports with the U.S. Securities and Exchange Commission, which are available on our Investor Relations website at investor.purestorage.com and on the SEC website at www.sec.gov, including as set forth in our Annual Report on Form 10-K for the year ended January 31, 2021, quarterly reports on Form 10-Q, and current reports on Form 8-K. All information provided in this release and in the attachments is as of March 2, 2022, and Pure undertakes no duty to update this information unless required by law.
Key Business Metric
Subscription ARR is a key business metric that refers to total annualized contract value of all active subscription agreements, including Evergreen, on the last day of the quarter, plus on-demand revenue for the quarter multiplied by four.
Non-GAAP Financial Measures
To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, Pure uses the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per share, and free cash flow.
We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures such as stock-based compensation expense, payments to former shareholders of acquired companies, payroll tax expense related to stock-based activities, amortization of debt discount and debt issuance costs related to long-term debt, amortization of intangible assets acquired from acquisitions, acquisition-related transaction and integration expenses, restructuring activities, and expenses directly related to the COVID-19 pandemic that may not be indicative of our ongoing core business operating results. Pure believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity and planning, forecasting, and analyzing future periods. The presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP, and our non-GAAP measures may be different from non-GAAP measures used by other companies.
For a reconciliation of these non-GAAP financial measures to GAAP measures, please see the tables captioned "Reconciliations of non-GAAP results of operations to the nearest comparable GAAP measures" and "Reconciliation from net cash provided by operating activities to free cash flow," included at the end of this release.
Contacts
Sanjot Khurana - Investor Relations, Pure Storage
ir@purestorage.com
Rena Fallstrom - Global Communications, Pure Storage
pr@purestorage.com
PURE STORAGE, INC.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
| At the End of Fiscal | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 466,199 | $ | 337,147 |
| Marketable securities | 947,073 | 916,388 | ||
| Accounts receivable, net of allowance of $945 and $1,033 | 542,144 | 460,879 | ||
| Inventory | 38,942 | 46,733 | ||
| Deferred commissions, current | 81,589 | 57,183 | ||
| Prepaid expenses and other current assets | 116,232 | 89,836 | ||
| Total current assets | 2,192,179 | 1,908,166 | ||
| Property and equipment, net | 195,282 | 163,041 | ||
| Operating lease right-of-use assets | 111,763 | 134,668 | ||
| Deferred commissions, non-current | 164,718 | 130,741 | ||
| Intangible assets, net | 62,646 | 76,648 | ||
| Goodwill | 358,736 | 358,736 | ||
| Restricted cash | 10,544 | 10,544 | ||
| Other assets, non-current | 39,447 | 36,896 | ||
| Total assets | $ | 3,135,315 | $ | 2,819,440 |
| Liabilities and stockholders' equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 70,704 | $ | 67,530 |
| Accrued compensation and benefits | 205,431 | 160,817 | ||
| Accrued expenses and other liabilities | 78,511 | 61,754 | ||
| Operating lease liabilities, current | 35,098 | 32,231 | ||
| Deferred revenue, current | 562,576 | 438,321 | ||
| Total current liabilities | 952,320 | 760,653 | ||
| Long-term debt | 786,779 | 755,814 | ||
| Operating lease liabilities, non-current | 93,479 | 120,361 | ||
| Deferred revenue, non-current | 517,296 | 405,376 | ||
| Other liabilities, non-current | 31,105 | 27,230 | ||
| Total liabilities | 2,380,979 | 2,069,434 | ||
| Stockholders’ equity: | ||||
| Common stock and additional paid-in capital | 2,470,972 | 2,307,608 | ||
| Accumulated other comprehensive income (loss) | (8,365) | 7,410 | ||
| Accumulated deficit | (1,708,271) | (1,565,012) | ||
| Total stockholders' equity | 754,336 | 750,006 | ||
| Total liabilities and stockholders' equity | $ | 3,135,315 | $ | 2,819,440 |
PURE STORAGE, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data, unaudited)
| Fourth Quarter of Fiscal | Fiscal Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Revenue: | ||||||||
| Product | $ | 492,602 | $ | 350,380 | $ | 1,442,338 | $ | 1,144,098 |
| Subscription services | 215,968 | 152,338 | 738,510 | 540,081 | ||||
| Total revenue | 708,570 | 502,718 | 2,180,848 | 1,684,179 | ||||
| Cost of revenue: | ||||||||
| Product (1) | 167,964 | 112,310 | 477,899 | 352,987 | ||||
| Subscription services (1) | 64,772 | 49,551 | 230,430 | 182,268 | ||||
| Total cost of revenue | 232,736 | 161,861 | 708,329 | 535,255 | ||||
| Gross profit | 475,834 | 340,857 | 1,472,519 | 1,148,924 | ||||
| Operating expenses: | ||||||||
| Research and development (1) | 162,639 | 130,388 | 581,935 | 480,467 | ||||
| Sales and marketing (1) | 231,947 | 198,865 | 799,001 | 716,014 | ||||
| General and administrative (1) | 51,481 | 50,414 | 189,981 | 182,477 | ||||
| Restructuring and other (2) | — | 8,009 | — | 30,999 | ||||
| Total operating expenses | 446,067 | 387,676 | 1,570,917 | 1,409,957 | ||||
| Income (loss) from operations | 29,767 | (46,819) | (98,398) | (261,033) | ||||
| Other income (expense), net | (10,008) | (2,427) | (30,098) | (9,127) | ||||
| Income (loss) before provision for income taxes | 19,759 | (49,246) | (128,496) | (270,160) | ||||
| Income tax provision | 4,816 | 3,047 | 14,763 | 11,916 | ||||
| Net income (loss) | $ | 14,943 | $ | (52,293) | $ | (143,259) | $ | (282,076) |
| Net income (loss) per share attributable to common<br> stockholders, basic and diluted | $ | 0.05 | $ | (0.19) | $ | (0.50) | $ | (1.05) |
| Weighted-average shares used in computing net<br> income (loss) per share attributable to common<br> stockholders, basic | 291,351 | 274,421 | 285,882 | 267,824 | ||||
| Weighted-average shares used in computing net<br> income (loss) per share attributable to common<br> stockholders, diluted | 317,268 | 274,421 | 285,882 | 267,824 |
(1) Includes stock-based compensation expense as follows:
| Cost of revenue -- product | $ | 1,787 | $ | 988 | $ | 6,334 | $ | 4,001 |
|---|---|---|---|---|---|---|---|---|
| Cost of revenue -- subscription services | 6,142 | 4,018 | 21,240 | 14,979 | ||||
| Research and development | 39,921 | 29,450 | 142,264 | 117,220 | ||||
| Sales and marketing | 17,122 | 17,230 | 71,439 | 65,248 | ||||
| General and administrative | 14,228 | 10,903 | 45,686 | 40,896 | ||||
| Total stock-based compensation expense | $ | 79,200 | $ | 62,589 | $ | 286,963 | $ | 242,344 |
(2) Includes expenses related to restructuring and incremental expenses directly related to COVID-19.
PURE STORAGE, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
| Fourth Quarter of Fiscal | Fiscal Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | 14,943 | $ | (52,293) | $ | (143,259) | $ | (282,076) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 23,546 | 20,231 | 83,151 | 70,042 | ||||
| Amortization of debt discount and debt issuance costs | 8,566 | 7,545 | 31,577 | 29,070 | ||||
| Stock-based compensation expense | 79,200 | 62,589 | 286,963 | 242,344 | ||||
| Impairment of long-lived assets | — | — | 471 | 7,505 | ||||
| Other | 4,499 | 3,229 | 13,075 | 7,340 | ||||
| Changes in operating assets and liabilities, net of effects of acquisition: | ||||||||
| Accounts receivable, net | (188,035) | (82,810) | (81,247) | 410 | ||||
| Inventory | 4,080 | (3,966) | 4,118 | (8,690) | ||||
| Deferred commissions | (37,988) | (35,836) | (58,383) | (48,721) | ||||
| Prepaid expenses and other assets | (13,505) | 3,624 | (25,788) | (33,982) | ||||
| Operating lease right-of-use assets | 7,891 | 7,370 | 29,952 | 28,804 | ||||
| Accounts payable | 20,967 | (22,930) | 6,711 | (14,364) | ||||
| Accrued compensation and other liabilities | 94,212 | 86,709 | 58,961 | 76,972 | ||||
| Operating lease liabilities | (10,257) | (6,874) | (32,351) | (27,318) | ||||
| Deferred revenue | 130,122 | 82,445 | 236,176 | 140,305 | ||||
| Net cash provided by operating activities | 138,241 | 69,033 | 410,127 | 187,641 | ||||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment(1) | (21,070) | (21,332) | (102,287) | (94,975) | ||||
| Acquisition, net of cash acquired | — | 165 | — | (339,641) | ||||
| Purchases of marketable securities | (114,605) | (119,568) | (617,043) | (573,959) | ||||
| Sales of marketable securities | 53,548 | 39,323 | 200,482 | 171,530 | ||||
| Maturities of marketable securities | 63,007 | 99,156 | 366,165 | 423,936 | ||||
| Other | — | — | (600) | (5,000) | ||||
| Net cash used in investing activities | (19,120) | (2,256) | (153,283) | (418,109) | ||||
| Cash flows from financing activities | ||||||||
| Net proceeds from exercise of stock options | 14,966 | 33,695 | 48,709 | 59,372 | ||||
| Proceeds from issuance of common stock under employee stock purchase plan | — | — | 36,641 | 32,439 | ||||
| Proceeds from borrowings, net of issuance costs | — | — | — | 251,892 | ||||
| Repayments of borrowing | (267) | (33) | (1,137) | (33) | ||||
| Principal payments on finance lease obligations | (586) | — | (1,000) | — | ||||
| Tax withholding on vesting of equity awards | (2,165) | (4,178) | (10,835) | (8,258) | ||||
| Repurchases of common stock | (69,562) | (23,621) | (200,170) | (135,175) | ||||
| Net cash (used in) provided by financing activities | (57,614) | 5,863 | (127,792) | 200,237 | ||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | 61,507 | 72,640 | 129,052 | (30,231) | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 415,236 | 275,051 | 347,691 | 377,922 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 476,743 | $ | 347,691 | $ | 476,743 | $ | 347,691 |
(1) Includes capitalized internal-use software costs of $2.5 million and $2.0 million for the fourth quarter of fiscal 2022 and 2021 and $8.8 million and $2.3 million for fiscal 2022 and 2021.
Reconciliations of non-GAAP results of operations to the nearest comparable GAAP measures
The following table presents non-GAAP gross margins by revenue source before certain items (in thousands except percentages, unaudited):
| Fourth Quarter of Fiscal | Fourth Quarter of Fiscal | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||||||||
| GAAP<br>results | GAAP<br>gross<br>margin (a) | Adjustment | Non-<br>GAAP<br>results | Non-<br>GAAP<br>gross<br>margin (b) | GAAP<br>results | GAAP<br>gross<br>margin (a) | Adjustment | Non-<br>GAAP<br>results | Non-<br>GAAP<br>gross<br>margin (b) | |||||||||||||
| $ | 1,787 | (c) | $ | 988 | (c) | |||||||||||||||||
| 42 | (d) | 18 | (d) | |||||||||||||||||||
| 3,462 | (e) | 3,062 | (e) | |||||||||||||||||||
| Gross profit --<br> product | $ | 324,638 | 65.9 | % | $ | 5,291 | $ | 329,929 | 67.0 | % | $ | 238,070 | 67.9 | % | $ | 4,068 | $ | 242,138 | 69.1 | % | ||
| $ | 6,142 | (c) | $ | 4,018 | (c) | |||||||||||||||||
| 253 | (d) | 64 | (d) | |||||||||||||||||||
| 24 | (f) | 25 | (f) | |||||||||||||||||||
| Gross profit --<br> subscription services | $ | 151,196 | 70.0 | % | $ | 6,419 | $ | 157,615 | 73.0 | % | $ | 102,787 | 67.5 | % | $ | 4,107 | $ | 106,894 | 70.2 | % | ||
| $ | 7,929 | (c) | $ | 5,006 | (c) | |||||||||||||||||
| 295 | (d) | 82 | (d) | |||||||||||||||||||
| 3,462 | (e) | 3,062 | (e) | |||||||||||||||||||
| 24 | (f) | 25 | (f) | |||||||||||||||||||
| Total gross profit | $ | 475,834 | 67.2 | % | $ | 11,710 | $ | 487,544 | 68.8 | % | $ | 340,857 | 67.8 | % | $ | 8,175 | $ | 349,032 | 69.4 | % |
(a) GAAP gross margin is defined as GAAP gross profit divided by revenue.
(b) Non-GAAP gross margin is defined as non-GAAP gross profit divided by revenue.
(c) To eliminate stock-based compensation expense.
(d) To eliminate payroll tax expense related to stock-based activities.
(e) To eliminate amortization expense of acquired intangible assets.
(f) To eliminate payments to former shareholders of acquired company.
The following table presents non-GAAP gross margins by revenue source before certain items (in thousands except percentages, unaudited):
| Fiscal Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | |||||||||||
| GAAP results | GAAP gross margin (a) | Adjustment | Non-<br>GAAP<br>results | Non-<br>GAAP<br>gross<br>margin (b) | |||||||
| $ | 6,334 | (c) | |||||||||
| 225 | (d) | ||||||||||
| 12,803 | (e) | ||||||||||
| Gross profit -- product | $ | 964,439 | 66.9 | % | $ | 19,362 | $ | 983,801 | 68.2 | % | |
| $ | 21,240 | (c) | |||||||||
| 971 | (d) | ||||||||||
| 96 | (f) | ||||||||||
| Gross profit -- subscription services | $ | 508,080 | 68.8 | % | $ | 22,307 | $ | 530,387 | 71.8 | % | |
| $ | 27,574 | (c) | |||||||||
| 1,196 | (d) | ||||||||||
| 12,803 | (e) | ||||||||||
| 96 | (f) | ||||||||||
| Total gross profit | $ | 1,472,519 | 67.5 | % | $ | 41,669 | $ | 1,514,188 | 69.4 | % |
(a) GAAP gross margin is defined as GAAP gross profit divided by revenue.
(b) Non-GAAP gross margin is defined as non-GAAP gross profit divided by revenue.
(c) To eliminate stock-based compensation expense.
(d) To eliminate payroll tax expense related to stock-based activities.
(e) To eliminate amortization expense of acquired intangible assets.
(f) To eliminate payments to former shareholders of acquired company.
The following table presents certain non-GAAP consolidated results before certain items (in thousands, except per share amounts and percentages, unaudited):
| Fourth Quarter of Fiscal | Fourth Quarter of Fiscal | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||||||||
| GAAP<br>results | GAAP<br>operating<br>margin (a) | Adjustment | Non-<br>GAAP<br>results | Non-<br>GAAP<br>operating<br>margin (b) | GAAP<br>results | GAAP<br>operating<br>margin (a) | Adjustment | Non-<br>GAAP<br>results | Non-<br>GAAP<br>operating<br>margin (b) | |||||||||||||
| $ | 79,200 | (c) | $ | 62,589 | (c) | |||||||||||||||||
| 3,390 | (d) | 6,435 | (d) | |||||||||||||||||||
| 2,302 | (e) | 2,024 | (e) | |||||||||||||||||||
| — | 7,977 | (f) | ||||||||||||||||||||
| 4,034 | (g) | 3,594 | (g) | |||||||||||||||||||
| — | 921 | (h) | ||||||||||||||||||||
| Operating income (loss) | $ | 29,767 | 4.2 | % | $ | 88,926 | $ | 118,693 | 16.8 | % | $ | (46,819) | -9.3 | % | $ | 83,540 | $ | 36,721 | 7.3 | % | ||
| $ | 79,200 | (c) | $ | 62,589 | (c) | |||||||||||||||||
| 3,390 | (d) | 6,435 | (d) | |||||||||||||||||||
| 2,302 | (e) | 2,024 | (e) | |||||||||||||||||||
| — | 7,977 | (f) | ||||||||||||||||||||
| 4,034 | (g) | 3,594 | (g) | |||||||||||||||||||
| — | 921 | (h) | ||||||||||||||||||||
| 8,566 | (i) | 7,545 | (i) | |||||||||||||||||||
| Net income (loss) | $ | 14,943 | $ | 97,492 | $ | 112,435 | $ | (52,293) | $ | 91,085 | $ | 38,792 | ||||||||||
| Net income (loss) per share -- diluted | $ | 0.05 | $ | 0.36 | $ | (0.19) | $ | 0.13 | ||||||||||||||
| Weighted-average shares used in per share calculation -- diluted | 317,268 | (2,357) | (j) | 314,911 | 274,421 | 22,786 | (k) | 297,207 |
(a) GAAP operating margin is defined as GAAP operating loss divided by revenue.
(b) Non-GAAP operating margin is defined as non-GAAP operating income divided by revenue.
(c) To eliminate stock-based compensation expense.
(d) To eliminate payments to former shareholders of acquired companies.
(e) To eliminate payroll tax expense related to stock-based activities.
(f) To eliminate restructuring expenses related to (1) workforce reductions and (2) the cease-use of certain facilities.
(g) To eliminate amortization expense of acquired intangible assets.
(h) To eliminate acquisition-related transaction and integration expenses.
(i) To eliminate amortization expense of debt discount and debt issuance costs related to our long-term debt.
(j) To exclude the dilutive effect from convertible note under treasury stock method.
(k) To include effect of dilutive securities (employee stock options, restricted stock, and shares from employees stock purchase plan).
The following table presents certain non-GAAP consolidated results before certain items (in thousands, except per share amounts and percentages, unaudited):
| Fiscal Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | |||||||||||
| GAAP results | GAAP operating margin (a) | Adjustment | Non- GAAP results | Non- GAAP operating margin (b) | |||||||
| $ | 286,963 | (c) | |||||||||
| 17,524 | (d) | ||||||||||
| 10,805 | (e) | ||||||||||
| 551 | (f) | ||||||||||
| 14,973 | (g) | ||||||||||
| 2,596 | (h) | ||||||||||
| Operating income (loss) | $ | (98,398) | -4.5 | % | $ | 333,412 | $ | 235,014 | 10.8 | % |
(a) GAAP operating margin is defined as GAAP operating loss divided by revenue.
(b) Non-GAAP operating margin is defined as non-GAAP operating income divided by revenue.
(c) To eliminate stock-based compensation expense.
(d) To eliminate payments to former shareholders of acquired companies.
(e) To eliminate payroll tax expense related to stock-based activities.
(f) To eliminate impairment of right-of-use assets associated with cease-use of a certain facility.
(g) To eliminate amortization expense of acquired intangible assets.
(h) To eliminate acquisition-related transaction and integration expenses.
Reconciliation from net cash provided by operating activities to free cash flow (in thousands except percentages, unaudited):
| Fourth Quarter of Fiscal | Fiscal Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||
| Net cash provided by operating activities | $ | 138,241 | $ | 69,033 | $ | 410,127 | $ | 187,641 | ||
| Less: purchases of property and equipment(1) | (21,070) | (21,332) | (102,287) | (94,975) | ||||||
| Free cash flow (non-GAAP) | $ | 117,171 | $ | 47,701 | $ | 307,840 | $ | 92,666 |
(1) Includes capitalized internal-use software costs of $2.5 million and $2.0 million for the fourth quarter of fiscal 2022 and 2021 and $8.8 million and $2.3 million for fiscal 2022 and 2021.
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