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): August 24, 2020
_____________________________________
Pure Storage, Inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________ 

Delaware	 	001-37570	 	27-1069557	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(IRS Employer Identification No.)	
						
650 Castro Street, Suite 400		Mountain View	California		94041	
(Address of Principal Executive Offices)					(Zip Code)	
 
(800) 379-7873
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
________________________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading symbol(s)	 	Name of each exchange on which registered	
Class A Common Stock, $0.0001 par value per share	 	PSTG	 	New York Stock Exchange LLC	
________________________________________

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))	

	

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 1.01. Entry into a Material Definitive Agreement.

On August 24, 2020, Pure Storage, Inc. ("Pure”) entered into a Credit Agreement (the “Credit Agreement”) with Barclays Bank Plc, as administrative agent, issuing bank and swingline lender, and the several banks and other financial institutions and lenders from time to time party thereto. The Credit Agreement provides for a five-year, senior secured revolving credit facility of $300 million (the “Credit Facility”).

Proceeds from the Credit Facility may be used for general corporate purposes and working capital. At this time, Pure has not borrowed any funds under the Credit Facility.

The interest rates applicable to loans under the Credit Facility are, at Pure’s option, equal to either a base rate plus a margin ranging from 0.50% to 1.25% per annum or LIBOR (subject to a floor of 0.00% per annum) plus a margin ranging from 1.50% to 2.25% per annum, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement) of Pure and its Restricted Subsidiaries (as defined in the Credit Agreement). In addition, Pure will pay a commitment fee on the unused portion of the commitments under the Credit Facility ranging from 0.25% to 0.40% per annum, based on the then-applicable Consolidated Leverage Ratio.

Pure is not required to repay any loans under the Credit Facility prior to maturity, subject to certain customary exceptions. Pure is permitted to prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, other than customary LIBOR breakage costs.

The Credit Agreement contains customary representations, warranties and affirmative and negative covenants that, among other things, limit Pure’s and its Restricted Subsidiaries’ ability to sell assets and to merge or consolidate with another entity, grant liens on assets, incur other indebtedness, make certain investments and acquisitions, make certain restricted payments and certain prepayments of junior indebtedness, enter into or engage in transactions with affiliates, enter into certain swap agreements, enter into certain restrictive agreements, make material changes in its accounting practices and make amendments to its organizational documents or documents governing junior indebtedness that are adverse to the lenders, all subject to exceptions set forth in the Credit Agreement. The Credit Agreement also requires Pure to satisfy two financial ratios measured as of the end of each fiscal quarter: a Consolidated Leverage Ratio and an Interest Coverage Ratio ( both as defined in the Credit Agreement).

The Credit Agreement contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events with respect to Pure and certain of its subsidiaries, material judgments, and events constituting a change of control. If any principal is not paid when due, interest on such amount may accrue at an increased rate. Upon the occurrence and during the continuance of an event of default, the lenders may accelerate Pure’s obligations under the Credit Agreement; however, that acceleration will be automatic in the case of bankruptcy and insolvency events of default involving Pure.

The Credit Facility is guaranteed by certain of Pure’s wholly owned domestic subsidiaries and secured by assets of Pure and such subsidiaries, including a pledge of 65% of the capital stock of certain foreign subsidiaries.

The foregoing description of the Credit Agreement is not complete and is subject to and qualified in its entirety by reference to the Credit Agreement, which will be filed as an exhibit to Pure’s Quarterly Report on Form 10-Q for the period ending August 2, 2020.

Item 2.02. Results of Operations and Financial Condition.
 
On August 25, 2020, Pure issued a press release and will hold a conference call regarding its financial results for the quarter ended August 2, 2020. 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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 Second Quarter Fiscal 2021 Financial Results"	

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	
August 25, 2020

Exhibit 99.1
 
Pure Storage Announces Second Quarter Fiscal 2021 Financial Results

Subscription services momentum continues with 37% year-over-year revenue growth

International revenue grew 20% year-over-year

MOUNTAIN VIEW, Calif., August 25, 2020 – Pure Storage (NYSE: PSTG), the IT pioneer that delivers storage as-a-service in a multi-cloud world, today announced financial results for its second quarter ended August 2, 2020.

“We had a solid quarter, reflecting Pure’s unmatched technology leadership, simplicity, performance and extraordinary reliability that makes us the right decision during this time,” said Charles Giancarlo, Chairman and CEO, Pure Storage. “Pure delivers the Modern Data Experience by providing dynamic storage, a cloud-like experience via APIs, shared services and flexible on-demand consumption. Looking forward, I am confident in our opportunity, long-term strategy and ability to reaccelerate growth upon exiting the global crisis.”

Second Quarter Financial Highlights 

•Revenue $403.7 million, up 2% year-over-year
•Subscription services revenue $131.4 million, up 37% year-over-year
•GAAP gross margin 68.0%; non-GAAP gross margin 69.8%
•GAAP operating loss $(64.1) million; non-GAAP operating income $11.2 million
•Operating cash flow was $50.7 million, up $1.9 million year-over-year
•Free cash flow was $25.7 million, up $5.8 million year-over-year
•Total cash and investments of $1.3 billion
•Deferred revenue of $724.8 million, up 2.6% quarter-over-quarter and 19.3% year-over-year
•Remaining performance obligations (RPO) of $956.4 million, up 4.9% quarter-over-quarter and 24.2% year-over-year

“Pure, with its channel partners, continues to deliver solid results during the global economic recession caused by COVID-19,” said Kevan Krysler, CFO, Pure Storage. “We are particularly pleased with the sustained strong growth and momentum of our subscription services that offer customers a cloud-like experience with more flexibility and compelling total cost of ownership.”

Second Quarter Company Highlights

Pure’s second quarter delivered technology enhancements that support modern applications, multi-dimensional performance, differentiated consumption models and simplicity that make the Modern Data Experience a reality for customers.

•Introducing the second generation FlashArray//C - Today we announced the second generation FlashArray//C, delivering even lower effective cost/GB, making it now substantially less expensive than competing legacy hybrid disk arrays. The industry’s only all-QLC storage array, FlashArray//C features 24TB and 49TB QLC DirectFlash Modules and fully leverages the broad suite of efficiency and reliability features in FlashArray’s Purity software. With FlashArray//C for capacity-oriented workloads, FlashArray//X for performance-centric workloads, and Cloud Block Store in the cloud, customers are able to consolidate tier 1, tier 2 and cloud workloads onto a single platform.

•Delivering rapid recovery at scale - In Q2, Pure announced a partnership with Cohesity to deliver an integrated data recovery solution, Pure FlashRecover™, Powered by Cohesity®. The solution provides all-flash data backup and recovery capabilities that enterprises require for restoring data rapidly in the face of a disaster or ransomware attack. The companies joined forces to develop this solution based on strong demand from their customers to ensure they will always have fast access to their data.

•Strong subscription services momentum - Pure’s subscription services saw continued strength and execution with 37% year-over-year growth from existing and new customers. In Q2, Arrow Energy, BidFX, Dizzion Managed
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Desktop as-a-Service, Lafayette General Hospital and Telstra joined the rapidly growing list of existing Pure as-a-Service customers such as CDK Global and Options IT.

Additionally, the Pure Good Foundation, which has had a substantial impact on communities around the globe, celebrates its fifth anniversary this month. Through its philanthropic efforts and hands-on volunteerism, Pure employees engaged in more than 8,000 volunteer activities over the last five years.

Guidance

Through the first half of the year Pure has delivered solid results through execution, focus, and operating discipline. The core fundamentals of Pure’s business are strong, however, the significant global economic contraction caused by COVID-19 continues to create variability. Therefore, consistent with the prior quarter Pure is not providing formal guidance.

Pure’s current view of fiscal Q3 outcomes, which should not be viewed as guidance, is that total revenue will be approximately flat sequentially. In Q3, we expect recurring revenue and sales of our Evergreen and unified subscription services will continue to show strong growth. The company continues to exercise solid operating discipline throughout the organization and estimates that operating margin during Q3 will be slightly below break even, near negative 2%.

Conference Call Information

Pure will host a teleconference to discuss the second quarter fiscal 2021 results at 2:00 p.m. PT on August 25, 2020. A live audio broadcast of the conference call will be available at the Pure Storage Investor Relations website at investor.purestorage.com. Pure will also post its supplemental earnings presentation and prepared conference call remarks to the Investor Relations website in advance of the call for reference. 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 6089753.

About Pure Storage

Pure Storage (NYSE: PSTG) 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. One of the fastest-growing enterprise IT companies in history, 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: Pure Storage has been named a Leader in the 2019 Gartner Magic Quadrant for Primary Storage.

Upcoming Event:

•Pure will be presenting at the Deutsche Bank Virtual Technology Conference on September 15th, at 9:30 a.m. PT. The presentation from the event will be webcast live and all information will be available on the investor relations website at investor.purestorage.com.

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 outcomes, the scope and duration of the COVID-19 pandemic and its impact on our business operations, liquidity and capital resources, employees, customers, supply chain, financial results and the economy, our expectations regarding product and technology differentiation, including our new offerings, strategy and adoption of subscription services, 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 captions "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. Additional information is also set forth in our Annual Report on Form 10-K for the year ended February 2, 2020. All information provided in this release and in the attachments is as of August 25, 2020, and we undertake no duty to update this information unless required by law.
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Non-GAAP Financial Measures

To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use 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, free cash flow and free cash flow as a percentage of revenue.

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 company, payroll tax expense related to stock-based activities, amortization of debt discount and debt issuance costs, amortization of intangible assets acquired from acquisitions, restructuring activities, and expenses directly related to the COVID-19 pandemic that may not be indicative of our ongoing core business operating results. We believe 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.

Nicole Noutsios - Investor Relations, Pure Storage
ir@purestorage.com
 
Rena Fallstrom – Public Relations, Pure Storage
pr@purestorage.com
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PURE STORAGE, INC.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)

		At the End of	
		Second Quarter of Fiscal 2021		Fiscal 2020	
 					
Assets				 	
Current assets:				 	
Cash and cash equivalents		$	355,601 			$	362,635 		
Marketable securities		937,514 			936,518 		
Accounts receivable, net of allowance of $587 and $542		366,698 			458,643 		
Inventory		36,363 			38,518 		
Deferred commissions, current		39,507 			37,148 		
Prepaid expenses and other current assets		76,701 			56,930 		
Total current assets		1,812,384 			1,890,392 		
Property and equipment, net		145,126 			122,740 		
Operating lease right-of-use-assets		121,576 			112,854 		
Deferred commissions, non-current		105,180 			102,056 		
Intangible assets, net		52,855 			58,257 		
Goodwill		37,584 			37,584 		
	
Restricted cash		15,287 			15,287 		
Other assets, non-current		31,620 			25,034 		
Total assets		$	2,321,612 			$	2,364,204 		
Liabilities and stockholders' equity		 		 	
Current liabilities:		 		 	
Accounts payable		$	56,366 			$	77,651 		
Accrued compensation and benefits		96,438 			106,592 		
Accrued expenses and other liabilities		46,818 			47,223 		
Operating lease liabilities, current		29,517 			27,264 		
Deferred revenue, current		378,072 			356,011 		
	
Total current liabilities		607,211 			614,741 		
Convertible senior notes, net		491,132 			477,007 		
Operating lease liabilities, non-current		109,606 			92,977 		
Deferred revenue, non-current		346,679 			341,277 		
	
Other liabilities, non-current		20,878 			8,084 		
Total liabilities		1,575,506 			1,534,086 		
Stockholders’ equity:		 		 	
Common stock and additional paid-in capital		2,172,418 			2,107,605 		
Accumulated other comprehensive income		12,185 			5,449 		
Accumulated deficit		(1,438,497)			(1,282,936)		
Total stockholders' equity		746,106 			830,118 		
Total liabilities and stockholders' equity		$	2,321,612 			$	2,364,204 		

4

PURE STORAGE, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data, unaudited)

 	Second Quarter of Fiscal		First Two Quarters of Fiscal	
 	2021		2020		2021		2020	
 								
Revenue:					 		 	
Product	$	272,309 			$	300,128 			$	519,248 			$	538,869 		
Subscription services	131,414 			96,199 			251,594 			184,158 		
Total revenue	403,723 			396,327 			770,842 			723,027 		
Cost of revenue:	 		 					
Product (1)	84,731 			92,870 			154,016 			169,462 		
Subscription services(1)	44,266 			35,138 			85,275 			68,859 		
Total cost of revenue	128,997 			128,008 			239,291 			238,321 		
Gross profit	274,726 			268,319 			531,551 			484,706 		
Operating expenses:	 		 					
Research and development (1)	114,652 			107,020 			227,098 			212,095 		
Sales and marketing (1)	171,434 			186,188 			344,867 			352,814 		
General and administrative (1)	44,471 			40,016 			85,596 			82,126 		
Restructuring and other (2)	8,288 			— 			22,990 			— 		
Total operating expenses	338,845 			333,224 			680,551 			647,035 		
Loss from operations	(64,119)			(64,905)			(149,000)			(162,329)		
Other income (expense), net	1,603 			(652)			(1,813)			(2,468)		
Loss before provision for income taxes	(62,516)			(65,557)			(150,813)			(164,797)		
Income tax provision	2,451 			461 			4,748 			1,557 		
Net loss	$	(64,967)			$	(66,018)			$	(155,561)			$	(166,354)		
								
Net loss per share attributable to common
   stockholders, basic and diluted	$	(0.25)			$	(0.26)			$	(0.59)			$	(0.67)		
Weighted-average shares used in computing net
   loss per share attributable to common
   stockholders, basic and diluted	264,799 			251,298 			263,867 			248,336 		

(1) Includes stock-based compensation expense as follows:

Cost of revenue -- product	$	990 			$	954 			$	1,986 			$	1,931 		
Cost of revenue -- subscription services	3,686 			3,633 			7,078 			7,584 		
Research and development	29,839 			29,108 			58,550 			57,353 		
Sales and marketing	16,848 			16,055 			33,120 			34,369 		
General and administrative	10,089 			8,654 			19,412 			19,324 		
Total stock-based compensation expense	$	61,452 			$	58,404 			$	120,146 			$	120,561 		

(2) Includes expenses related to restructuring and incremental expenses directly related to COVID-19
5

PURE STORAGE, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)

 	Second Quarter of Fiscal		First Two Quarters of Fiscal	
 	2021		2020		2021		2020	
 								
Cash flows from operating activities					 		 	
Net loss	$	(64,967)			$	(66,018)			$	(155,561)			$	(166,354)		
Adjustments to reconcile net loss to net cash provided by operating activities:								
Depreciation and amortization	16,464 			22,531 			31,597 			43,591 		
Amortization of debt discount and debt issuance costs	7,189 			6,800 			14,125 			13,290 		
Stock-based compensation expense	61,452 			58,404 			120,146 			120,561 		
Impairment of long-lived assets	7,505 			— 			7,505 			— 		
Other	267 			1,138 			1,972 			327 		
Changes in operating assets and liabilities, net of effects of acquisition:								
Accounts receivable, net	(17,545)			(40,746)			91,896 			26,553 		
Inventory	3,105 			8,875 			1,735 			6,852 		
Deferred commissions	(2,324)			(5,311)			(5,483)			(3,595)		
Prepaid expenses and other assets	(20,091)			6,663 			(26,389)			(635)		
Operating lease right-of-use assets	7,475 			7,229 			14,181 			13,438 		
Accounts payable	(6,796)			(5,020)			(21,090)			(30,827)		
Accrued compensation and other liabilities	46,426 			18,289 			(3,217)			(25,704)		
Operating lease liabilities	(6,145)			(7,049)			(13,071)			(13,083)		
Deferred revenue	18,691 			43,032 			27,463 			71,045 		
Net cash provided by operating activities	50,706 			48,817 			85,809 			55,459 		
Cash flows from investing activities								
Purchases of property and equipment	(24,994)			(28,933)			(48,776)			(53,229)		
	
Acquisition, net of cash acquired	— 			— 			— 			(47,881)		
Purchase of intangible assets	— 			(9,000)			— 			(9,000)		
Purchases of marketable securities	(193,076)			(175,638)			(291,237)			(488,497)		
Sales of marketable securities	73,694 			38,024 			91,351 			60,368 		
Maturities of marketable securities	110,799 			106,617 			206,174 			270,756 		

Net cash used in investing activities	(33,577)			(68,930)			(42,488)			(267,483)		
Cash flows from financing activities								
Net proceeds from exercise of stock options	12,383 			2,499 			21,658 			19,260 		
Proceeds from issuance of common stock under employee stock purchase plan	— 			— 			16,021 			32,042 		

Proceeds from borrowing	— 			— 			4,950 			— 		
Repayment of debt assumed from acquisition	— 			— 			— 			(11,555)		
Tax withholding on vesting of restricted stock	(1,467)			(1,501)			(2,841)			(7,173)		
Repurchases of common stock	(20,024)			— 			(90,143)			— 		
Net cash (used in) provided by financing activities	(9,108)			998 			(50,355)			32,574 		
Net increase (decrease) in cash, cash equivalents and restricted cash	8,021 			(19,115)			(7,034)			(179,450)		
Cash, cash equivalents and restricted cash, beginning of period	362,867 			303,478 			377,922 			463,813 		
Cash, cash equivalents and restricted cash, end of period	$	370,888 			$	284,363 			$	370,888 			$	284,363 		

6

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):
																																																																											
 		Second Quarter of Fiscal 2021		Second Quarter of Fiscal 2020	
 		GAAP
results		GAAP
gross
margin (a)		Adjustment		 		Non-
GAAP
results		Non-
GAAP
gross
margin (b)		GAAP
results		GAAP
gross
margin (a)		Adjustment		 		Non-
GAAP
results		Non-
GAAP
gross
margin (b)	
																									
						$	990 			(c)										$	954 			(c)					
						15 			(d)										27 			(d)					
						297 			(e)																	
						2,003 			(f)										1,971 			(f)					
Gross profit --
product		$	187,578 			68.9 	%		$	3,305 			 		$	190,883 			70.1 	%		$	207,258 			69.1 	%		$	2,952 			 		$	210,210 			70.0 	%	
																									
 		 		 		$	3,686 			(c)		 		 		 		 		$	3,633 			(c)		 		 	
						47 			(d)										98 			(d)					
	
Gross profit -- subscription services		$	87,148 			66.3 	%		$	3,733 			 		$	90,881 			69.2 	%		$	61,061 			63.5 	%		$	3,731 			 		$	64,792 			67.4 	%	
																									
 		 		 		$	4,676 			(c)		 		 		 		 		$	4,587 			(c)		 		 	
						62 			(d)										125 			(d)					
						297 			(e)																	
						2,003 			(f)										1,971 			(f)					
Total gross profit		$	274,726 			68.0 	%		$	7,038 			 		$	281,764 			69.8 	%		$	268,319 			67.7 	%		$	6,683 			 		$	275,002 			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 hazard pay premiums directly related to COVID-19 pandemic.
(f) To eliminate amortization expense of acquired intangible assets.

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The following table presents certain non-GAAP consolidated results before certain items (in thousands, except per share amounts and percentages, unaudited):
																																																																		
 	Second Quarter of Fiscal 2021		Second Quarter of Fiscal 2020	
 	GAAP
results		GAAP
operating
margin (a)		Adjustment		 		Non-
GAAP
results		Non-
GAAP
operating
margin (b)		GAAP
results		GAAP
operating
margin (a)		Adjustment	 	Non-
GAAP
results		Non-
GAAP
operating
margin (b)	
																						
					$	61,452 			(c)										$	56,460 		(c)				
					2,009 			(d)										1,944 		(d)				
					1,259 			(e)										1,355 		(e)				
					306 			(f)															
					8,279 			(g)															
					2,003 			(h)										1,971 		(h)				
Operating Income (loss)	$	(64,119)			-15.9 	%		$	75,308 			 		$	11,189 			2.8 	%		$	(64,905)			-16.4 	%		$	61,730 		 	$	(3,175)			-0.8 	%	
																						
 	 		 		$	61,452 			(c)		 		 		 		 		$	56,460 		(c)			 	
					2,009 			(d)										1,944 		(d)				
 	 		 		1,259 			(e)		 		 		 		 		1,355 		(e)			 	
					306 			(f)															
					8,279 			(g)															
					2,003 			(h)										1,971 		(h)				
					7,189 			(i)										6,801 		(i)				
Net income (loss)	$	(64,967)			 		$	82,497 					$	17,530 			 		$	(66,018)			 		$	68,531 		 	$	2,513 			 	
																						
Net income (loss) per share -- basic and diluted	$	(0.25)			 		 		 		$	0.06 			 		$	(0.26)			 		 	 	$	0.01 			 	
Weighted-average shares used in per share calculation -- basic and diluted	264,799 			 		17,698 			(j)		282,497 			 		251,298 			 		19,550 		(j)	270,848		 	

(a) GAAP operating margin is defined as GAAP operating loss divided by revenue.
(b) Non-GAAP operating margin is defined as non-GAAP operating loss divided by revenue.
(c) To eliminate stock-based compensation expense.
(d) To eliminate payments to former shareholders of acquired company.
(e) To eliminate payroll tax expense related to stock-based activities.
(f) To eliminate hazard pay premiums directly related to COVID-19 pandemic.
(g) To eliminate restructuring expenses related to (1) impairment of long-lived assets associated with the cease-use of certain facilities and (2) workforce reduction.
(h) To eliminate amortization expense of acquired intangible assets.
(i) To eliminate amortization expense of debt discount and debt issuance costs related to our convertible debt.
(j) To include effect of dilutive securities (employee stock options, restricted stock, and shares from employee stock purchase plan).

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Reconciliation from net cash provided by operating activities to free cash flow (in thousands except percentages, unaudited):

 	Second Quarter of Fiscal		Change	
 	2021		2020		$	
Net cash provided by operating activities	$	50,706 			$	48,817 			$	1,889 		
Less: purchases of property and equipment	(24,994)			(28,933)			3,939 		
Free cash flow (non-GAAP)	$	25,712 			$	19,884 			$	5,828 		

						
Free cash flow as % of revenue	6.4 	%		5.0 	%			

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