SEC Company Response from Palo Alto Networks Inc (PANW) (CIK 0001327567) (PANW) — Mar 20, 2013
Palo Alto Networks Inc (PANW) (CIK 0001327567)
Date: March 20, 2013 · CIK: 0001327567 · Accession: 0001193125-13-117247
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35594
Referenced dates: March 14, 2013
Letter
Correspondence
March 20, 2013
Via EDGAR and Overnight Delivery
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Craig Wilson, Senior Assistant Chief Accountant
Morgan Youngwood, Staff Accountant
Re: Palo Alto Networks, Inc.
Form 10-Q for the Quarterly Period Ended January 31, 2013
Filed March 4, 2013
Form 10-K for the Fiscal Year Ended July 31, 2012
Filed October 4, 2012
File No. 001-35594
Ladies and Gentlemen:
Palo Alto Networks, Inc. (the “Company”), submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 14, 2013, relating to the above referenced filings.
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.
Form 10-Q for the Quarterly Period Ended January 31, 2013
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 18
1. There are several instances where two or more sources of a material change have been identified, but the dollar amounts and proportionate contribution for each source that contributed to the change are not disclosed. For example, your disclosures on page 20 indicate that the increase in services revenue for the six month period ended January 31, 2013 was primarily driven by new end-customers and, to a lesser extent, additional sales of subscription and support and maintenance services to your existing end-customer base. As another example, your disclosures on page 21 indicate that the remaining increase in sales and marketing expense during the six month period ended January 31, 2013 was primarily due to an increase in allocated costs, travel and entertainment costs, and office equipment and software costs in support of your sales efforts. In future filings, please revise your disclosures to quantify each source that contributed to a material change and discuss the reasonably likely impact on future operating results. In addition, your disclosure should remove vague terms such as “primarily” in favor of specific quantifications. We refer you to Section III.B.3 of SEC Release 33-8350.
In response to the Staff’s comment, we will revise our disclosures in future filings to quantify each source that contributed to a material change and discuss the reasonably likely impact on future operating results.
Securities and Exchange Commission
March 20, 2013
Page
Form 10-K for the Fiscal Year Ended July 31, 2012
Consolidated Financial Statements
Note 13. Selected Quarterly Financial Data (Unaudited), page 88
2. Please tell us your consideration of including per share data in your selected quarterly financial data. We refer you to Item 302(a)(1) of Regulation S-K.
The Company acknowledges the Staff’s comment and proposes to include in future filings the per share data for each full quarter within the two most recent fiscal years and any subsequent interim period for which financial statements are included or are required to be included.
* * * * *
As requested by the Staff, the Company acknowledges that:
•
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Securities and Exchange Commission
March 20, 2013
Page
Please contact me with any questions or comments regarding the Company’s responses at (408) 753-3754. Thank you for your assistance.
Sincerely,
/s/ Steffan C. Tomlinson
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CORRESP 1 filename1.htm Correspondence March 20, 2013 Via EDGAR and Overnight Delivery Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Craig Wilson, Senior Assistant Chief Accountant Morgan Youngwood, Staff Accountant Re: Palo Alto Networks, Inc. Form 10-Q for the Quarterly Period Ended January 31, 2013 Filed March 4, 2013 Form 10-K for the Fiscal Year Ended July 31, 2012 Filed October 4, 2012 File No. 001-35594 Ladies and Gentlemen: Palo Alto Networks, Inc. (the “Company”), submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 14, 2013, relating to the above referenced filings. In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Form 10-Q for the Quarterly Period Ended January 31, 2013 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 18 1. There are several instances where two or more sources of a material change have been identified, but the dollar amounts and proportionate contribution for each source that contributed to the change are not disclosed. For example, your disclosures on page 20 indicate that the increase in services revenue for the six month period ended January 31, 2013 was primarily driven by new end-customers and, to a lesser extent, additional sales of subscription and support and maintenance services to your existing end-customer base. As another example, your disclosures on page 21 indicate that the remaining increase in sales and marketing expense during the six month period ended January 31, 2013 was primarily due to an increase in allocated costs, travel and entertainment costs, and office equipment and software costs in support of your sales efforts. In future filings, please revise your disclosures to quantify each source that contributed to a material change and discuss the reasonably likely impact on future operating results. In addition, your disclosure should remove vague terms such as “primarily” in favor of specific quantifications. We refer you to Section III.B.3 of SEC Release 33-8350. In response to the Staff’s comment, we will revise our disclosures in future filings to quantify each source that contributed to a material change and discuss the reasonably likely impact on future operating results. Securities and Exchange Commission March 20, 2013 Page 2 Form 10-K for the Fiscal Year Ended July 31, 2012 Consolidated Financial Statements Note 13. Selected Quarterly Financial Data (Unaudited), page 88 2. Please tell us your consideration of including per share data in your selected quarterly financial data. We refer you to Item 302(a)(1) of Regulation S-K. The Company acknowledges the Staff’s comment and proposes to include in future filings the per share data for each full quarter within the two most recent fiscal years and any subsequent interim period for which financial statements are included or are required to be included. * * * * * As requested by the Staff, the Company acknowledges that: • the Company is responsible for the adequacy and accuracy of the disclosure in the filing; • Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Securities and Exchange Commission March 20, 2013 Page 3 Please contact me with any questions or comments regarding the Company’s responses at (408) 753-3754. Thank you for your assistance. Sincerely, /s/ Steffan C. Tomlinson Steffan C. Tomlinson Chief Financial Officer cc: Mark D. McLaughlin Jeffrey C. True, Esq. Palo Alto Networks, Inc. Jeffrey D. Saper, Esq. Jon C. Avina, Esq. Wilson Sonsini Goodrich & Rosati, P.C. Michael D. Bobroff Ernst & Young LLP