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Form 8-K FORESCOUT TECHNOLOGIES, For: Mar 15

March 15, 2018 4:24 PM
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 15, 2018  

FORESCOUT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-38253
 
51-0406800
(State or other jurisdiction
of incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
190 West Tasman Drive
San Jose, California 95134
(Address of principal executive offices, including zip code)
(408) 213-3191
(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 Instruction 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 x

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. x



Item 7.01    Regulation FD Disclosure.
 
ForeScout Technologies, Inc. (the “Company”) adopted the new accounting standard for revenue recognition, Accounting Standards Codification Topic 606, Revenue From Contracts With Customers (“ASC 606”) effective January 1, 2018. The Company is furnishing this Form 8-K under Regulation FD to present the Company’s previously reported financial information on a basis consistent with ASC 606. Beginning with the quarter ending on March 31, 2018, the Company’s financial information will reflect adoption of ASC 606, with prior periods adjusted accordingly.
  
Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board issued ASC 606, which is a new standard related to revenue recognition. The Company elected to adopt ASC 606 using the full retrospective method, which requires the Company to restate the Company’s historical financial information for fiscal years 2017 and 2016 to be consistent with the standard.

The adoption of ASC 606 had a material impact on the Company’s consolidated statements of operations and balance sheets, but had no impact to cash from or used in operating, financing, or investing activities on the consolidated statements of cash flows. One of the most significant impacts to the Company of ASC 606 relates to the timing of revenue recognition for certain software-only sales with post contract support for which the Company does not have vendor-specific objective evidence of fair value (“VSOE”) under the prior revenue recognition standards. Under ASC 606, the requirement to have VSOE for undelivered elements is eliminated, and the Company will recognize revenue for such software-only sales upon transfer of control to its end-customers. Another significant impact is that ASC 606 requires the capitalization of costs to obtain a contract, primarily sales commissions, and amortization of these costs over the contract period or estimated customer life. This resulted in the recognition of a deferred charge on the Company’s balance sheets. Under the prior revenue recognition standards, the Company expensed all sales commissions and other incremental costs to acquire contracts as they were incurred.

Financial Information

Refer to Exhibit 99.1 for financial information on a basis consistent with ASC 606 for fiscal years 2017 and 2016.

The Company will host a conference call at 1:30 p.m. Pacific time (4:30 p.m. Eastern time) on March 15, 2018 to discuss its transition to ASC 606. To listen to the call via telephone, dial (855) 659-9329 in the United States or +1 (615) 247-5915 from outside the United States. The conference ID is 85997349. The call is also being webcast live and will be available on the Company's Investor Relations website at https://investors.forescout.com. A live webcast will be accessible on the Company’s Investor Relations website. A telephonic replay will be available for one week following the conference call at (855) 859-2056 or (404) 537-3406, conference ID 5997349. 

The information in this Form 8-K (including Exhibit 99.1) 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 expressly set forth by specific reference in such a filing.




Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits
 
 
 
 
Exhibit No.
 
Description
99.1
 







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
FORESCOUT TECHNOLOGIES, INC.
 
 
 
Date: March 15, 2018
By:
/s/ Darren J. Milliken
 
 
Darren J. Milliken
Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer


Exhibit 99.1
FORESCOUT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
Year Ended December 31,
Restated For New Revenue Standard

Previously Reported

Change

2016

2017

2016

2017

2016

2017
Revenue:

















Product
$
97,994


$
125,348


$
98,655


$
121,413


$
(661
)

$
3,935

Maintenance and professional services
69,552


99,056


68,186


99,458


1,366


(402
)
Total revenue
167,546


224,404


166,841


220,871


705


3,533

Cost of revenue:

















Product
21,832


23,841


21,678


24,098


154


(257
)
Maintenance and professional services
26,571


34,771


26,571


34,771





Total cost of revenue
48,403


58,612


48,249


58,869


154


(257
)
Total gross profit
119,143


165,792


118,592


162,002


551


3,790

Operating expenses:

















Research and development
31,490


47,435


31,490


47,435





Sales and marketing
119,071


144,398


127,815


151,093


(8,744
)

(6,695
)
General and administrative
30,731


51,206


30,731


51,206





Total operating expenses
181,292


243,039


190,036


249,734


(8,744
)

(6,695
)
Loss from operations
(62,149
)

(77,247
)

(71,444
)

(87,732
)

9,295


10,485

Interest expense
(2,577
)

(1,223
)

(2,577
)

(1,223
)




Other income (expense), net
(607
)

316


(607
)

316





Revaluation of warrant liabilities
1,104


(727
)

1,104


(727
)




Loss before income taxes
(64,229
)

(78,881
)

(73,524
)

(89,366
)

9,295


10,485

Income tax provision
1,250


1,839


1,250


1,839





Net loss
$
(65,479
)

$
(80,720
)

$
(74,774
)

$
(91,205
)

$
9,295


$
10,485

Deemed dividend on the conversion of Series G redeemable convertible preferred stock


12,810




12,810





Net loss attributable to common stockholders
$
(65,479
)

$
(93,530
)

$
(74,774
)

$
(104,015
)

$
9,295


$
10,485

Net loss per share attributable to common stockholders, basic and diluted
$
(11.67
)

$
(8.20
)

$
(13.33
)

$
(9.12
)

$
1.66


$
0.92


Restated results reflect the adoption of the new revenue recognition standard. Previously reported results for fiscal year 2016 were derived from audited financial statements included in our prospectus filed pursuant to Rule 424(b)(4), as amended, on October 27, 2017. Results for fiscal year 2017 were derived from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.











FORESCOUT TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
As of December 31,
Restated For New Revenue Standard

Previously Reported

Change

2016

2017

2016

2017

2016

2017
Assets

















Current assets:

















Cash and cash equivalents
$
79,665


$
63,009


$
79,665


$
63,009


$


$

Marketable securities


123,384




123,384





Accounts receivable
44,694


64,686


44,694


65,428




(742
)
Inventory
890


3,660


890


3,660





Deferred commission - current
7,780


10,957






7,780


10,957

Prepaid expenses and other current assets
9,072


9,213


8,592


8,655


480


558

Total current assets
142,101


274,909


133,841


264,136


8,260


10,773

Deferred commission - non-current
17,503


21,795






17,503


21,795

Property and equipment, net
24,536


23,260


24,536


23,260





Severance pay deposits
1,704


2,118


1,704


2,118





Restricted cash
4,011


4,146


4,011


4,146





Other assets
4,417


2,490


3,334


2,002


1,083


488

Total assets
$
194,272


$
328,718


$
167,426


$
295,662


$
26,846


$
33,056

Liabilities, redeemable convertible preferred stock and stockholders' equity (deficit)











Current liabilities:











Accounts payable
$
5,210


$
7,348


$
5,210


$
7,348


$


$

Accrued compensation
17,286


25,358


17,286


25,358





Accrued expenses
12,903


10,023


12,903


10,023





Customer deposits
718


1,008


718


1,008





Deferred revenue
52,879


79,631


68,844


98,027


(15,965
)

(18,396
)
Notes payable
7,163


7,245


7,163


7,245





Total current liabilities
96,159


130,613


112,124


149,009


(15,965
)

(18,396
)
Warrant liabilities
4,874




4,874







Deferred revenue - non-current
32,411


55,228


40,070


64,731


(7,659
)

(9,503
)
Notes payable - non-current
22,824


15,579


22,824


15,579





Accrued severance pay liability
2,033


2,617


2,033


2,617





Other liabilities
10,244


9,190


10,244


9,190





Total liabilities
168,545


213,227


192,169


241,126


(23,624
)

(27,899
)
Commitments and contingencies











Redeemable convertible preferred stock
283,854




283,854



















Stockholders' equity (deficit):











Common stock
6


38


6


38





Additional paid-in capital
84,792


551,986


84,792


551,986





Accumulated other comprehensive loss


(112
)



(112
)




Accumulated deficit
(342,925
)

(436,421
)

(393,395
)

(497,376
)

50,470


60,955

Total stockholders’ (deficit) equity
(258,127
)

115,491


(308,597
)

54,536


50,470


60,955

Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity
$
194,272


$
328,718


$
167,426


$
295,662


$
26,846


$
33,056






Restated results reflect the adoption of the new revenue recognition standard. Previously reported results for fiscal year 2016 were derived from audited financial statements included in our prospectus filed pursuant to Rule 424(b)(4), as amended, on October 27, 2017. Results for fiscal year 2017 were derived from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.































































FORESCOUT TECHNOLOGIES, INC.
QUARTERLY FINANCIAL INFORMATION
(Unaudited, in thousands, except per share amounts)
Fiscal Year 2016
Q1 2016

Q2 2016

Q3 2016

Q4 2016

As Reported

Impact of Adoption

As Adjusted

As Reported

Impact of Adoption

As Adjusted

As Reported

Impact of Adoption

As Adjusted

As Reported

Impact of Adoption

As Adjusted
Revenue:



































Product
$
18,305


$
(2,131
)

$
16,174


$
19,757


$
(686
)

$
19,071


$
30,799


$
2,767


$
33,566


$
29,794


$
(611
)

$
29,183

Maintenance and professional services
15,209


106


15,315


15,400


579


15,979


17,941


349


18,290


19,636


332


19,968

Total revenue
33,514


(2,025
)

31,489


35,157


(107
)

35,050


48,740


3,116


51,856


49,430


(279
)

49,151

Cost of revenue:























Product
3,076


(10
)

3,066


4,115


136


4,251


6,563


(30
)

6,533


7,924


58


7,982

Maintenance and professional services
5,748




5,748


6,611




6,611


6,945




6,945


7,267




7,267

Total cost of revenue
8,824


(10
)

8,814


10,726


136


10,862


13,508


(30
)

13,478


15,191


58


15,249

Total gross profit
24,690


(2,015
)

22,675


24,431


(243
)

24,188


35,232


3,146


38,378


34,239


(337
)

33,902

Gross margin
74
%

(2
)%

72
%

69
%

%

69
%

72
%

2
%

74
%

69
%

%

69
%
Operating expenses:























Research and development
6,478




6,478


7,365




7,365


8,509




8,509


9,138




9,138

Sales and marketing
29,377


(544
)

28,833


29,180


(982
)

28,198


35,759


(4,982
)

30,777


33,499


(2,236
)

31,263

General and administrative
7,028




7,028


8,086




8,086


7,967




7,967


7,650




7,650

Total operating expenses
42,883


(544
)

42,339


44,631


(982
)

43,649


52,235


(4,982
)

47,253


50,287


(2,236
)

48,051

Loss from operations
(18,193
)

(1,471
)

(19,664
)

(20,200
)

739


(19,461
)

(17,003
)

8,128


(8,875
)

(16,048
)

1,899


(14,149
)
Interest expense
(682
)



(682
)

(688
)



(688
)

(702
)



(702
)

(505
)



(505
)
Other income (expense), net
(37
)



(37
)

(91
)



(91
)

(226
)



(226
)

(253
)



(253
)
Revaluation of warrant liabilities
1,040




1,040


(437
)



(437
)

(224
)



(224
)

725




725

Loss before income taxes
(17,872
)

(1,471
)

(19,343
)

(21,416
)

739


(20,677
)

(18,155
)

8,128


(10,027
)

(16,081
)

1,899


(14,182
)
Income tax provision
137




137


223




223


157




157


733




733

Net loss
$
(18,009
)

$
(1,471
)

$
(19,480
)

$
(21,639
)

$
739


$
(20,900
)

$
(18,312
)

$
8,128


$
(10,184
)

$
(16,814
)

$
1,899


$
(14,915
)
Net loss per share, basic and diluted
$
(3.46
)

$
(0.28
)

$
(3.74
)

$
(3.82
)

$
0.13


$
(3.69
)

$
(3.18
)

$
1.41


$
(1.77
)

$
(2.89
)

$
0.33


$
(2.56
)





Fiscal Year 2017
Q1 2017

Q2 2017

Q3 2017

Q4 2017

As Reported

Impact of Adoption

As Adjusted

As Reported

Impact of Adoption

As Adjusted

As Reported

Impact of Adoption

As Adjusted

As Reported

Impact of Adoption

As Adjusted
Revenue:



































Product
$
22,105


$
(1,797
)

$
20,308


$
22,592


$
4,250


$
26,842


$
39,192


$
4,012


$
43,204


$
37,524


$
(2,530
)

$
34,994

Maintenance and professional services
22,248


(380
)

21,868


23,614


(475
)

23,139


25,164


972


26,136


28,432


(519
)

27,913

Total revenue
44,353


(2,177
)

42,176


46,206


3,775


49,981


64,356


4,984


69,340


65,956


(3,049
)

62,907

Cost of revenue:























Product
4,411


(319
)

4,092


5,505


40


5,545


7,201


39


7,240


6,981


(17
)

6,964

Maintenance and professional services
8,431




8,431


8,543




8,543


8,688




8,688


9,109




9,109

Total cost of revenue
12,842


(319
)

12,523


14,048


40


14,088


15,889


39


15,928


16,090


(17
)

16,073

Total gross profit
31,511


(1,858
)

29,653


32,158


3,735


35,893


48,467


4,945


53,412


49,866


(3,032
)

46,834

Gross margin
71
%

(1
)%

70
%

70
%

2
%

72
%

75
%

2
%

77
%

76
%

(2
)%

74
%
Operating expenses:























Research and development
10,947




10,947


10,702




10,702


10,985




10,985


14,801




14,801

Sales and marketing
34,454


591


35,045


35,104


(1,548
)

33,556


34,957


(929
)

34,028


46,578


(4,809
)

41,769

General and administrative
9,215




9,215


8,902




8,902


9,148




9,148


23,941




23,941

Total operating expenses
54,616


591


55,207


54,708


(1,548
)

53,160


55,090


(929
)

54,161


85,320


(4,809
)

80,511

Loss from operations
(23,105
)

(2,449
)

(25,554
)

(22,550
)

5,283


(17,267
)

(6,623
)

5,874


(749
)

(35,454
)

1,777


(33,677
)
Interest expense
(345
)



(345
)

(318
)



(318
)

(290
)



(290
)

(270
)



(270
)
Other income (expense), net
(144
)



(144
)

(82
)



(82
)

160




160


382




382

Revaluation of warrant liabilities
(392
)



(392
)

50




50








(385
)



(385
)
Loss before income taxes
(23,986
)

(2,449
)

(26,435
)

(22,900
)

5,283


(17,617
)

(6,753
)

5,874


(879
)

(35,727
)

1,777


(33,950
)
Income tax provision
635




635


174




174


412




412


618




618

Net loss
$
(24,621
)

$
(2,449
)

$
(27,070
)

$
(23,074
)

$
5,283


$
(17,791
)

$
(7,165
)

$
5,874


$
(1,291
)

$
(36,345
)

$
1,777


$
(34,568
)
Deemed dividend on the conversion of Series G redeemable convertible preferred stock


















12,810




12,810

Net loss attributable to common stockholders
$
(24,621
)

$
(2,449
)

$
(27,070
)

$
(23,074
)

$
5,283


$
(17,791
)

$
(7,165
)

$
5,874


$
(1,291
)

$
(49,155
)

$
1,777


$
(47,378
)
Net loss per share attributable to common stockholders, basic and diluted
$
(4.16
)

$
(0.41
)

$
(4.57
)

$
(3.83
)

$
0.88


$
(2.95
)

$
(1.17
)

$
0.96


$
(0.21
)

$
(1.80
)

$
0.07


$
(1.73
)

Restated quarterly results reflect the adoption of the new revenue recognition standard. Previously reported quarterly results for fiscal year 2016 and 2017 were derived from unaudited quarterly financial results presented.


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