UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36343

A10 NETWORKS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware						20-1446869
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)
2300 Orchard Parkway, San Jose, California 95131
(Address of Principal Executive Offices and Zip Code)

(408) 325-8668

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value

ATEN

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of ~~April~~July 26, 2023, the number of outstanding shares of the registrant’s common stock, par value $0.00001 per share, was ~~73,967,823.~~74,110,542.

A10 NETWORKS, INC.

FORM 10-Q

TABLE OF CONTENTS


			Page No.
Note Regarding Forward-Looking Statements			2
PART I. FINANCIAL INFORMATION			4
Item 1. Condensed Consolidated Financial Statements (unaudited):			4
Condensed Consolidated Balance Sheets as of ~~March~~June 3 10 , ~~202~~3 2023 and December 31, 20 2 22022			4
Condensed Consolidated Statements of Operations for the Three and S ix Months Ended ~~March~~ 3 1June 30 , ~~202~~3 2023 and 20 2 22022			5
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended ~~March~~ 3 1June 30 , ~~202~~3 2023 and 20 2 22022			6
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended ~~March~~ 3 1June 30 , ~~202~~3 2023 and 20 2 22022			7
Condensed Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March~~ 3 1June 30 , ~~202~~3 2023 and ~~202~~22022			89
Notes to Condensed Consolidated Financial Statements			910
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2122
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3033
Item 4. Controls and Procedures			3033
PART II. OTHER INFORMATION			3235
Item 1. Legal Proceedings			3235
Item 1A. Risk Factors			3235
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3235
Item 5. Other Information			35
Item 6. Exhibits			3336
Signatures			3437

NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements.

These forward-looking statements include, but are not limited to, statements concerning the following:

~~• the impact of the COVID-19 pandemic on our business, results of operations, financial position and liquidity;~~

• our strategy, business plan and our ability to effectively manage our growth and business operations;

• our expectations with respect to recognizing revenue related to remaining performance obligations;

• our plans to introduce new products;

• loss or delay of expected purchases by our largest end-customers;

• our expectations concerning relationships with third parties;

• our expectations with respect to the realization of our tax assets and our unrecognized tax benefits;

• our plans with respect to the repatriation of our earnings from our foreign operations;

• our ability to maintain profitability while continuing to invest in our sales, marketing, product development, distribution channel partner programs and research and development teams;

• our expectations regarding our future costs and expenses;

• variability of our gross margin and the factors affecting it;

• our expectations with respect to liquidity position and future capital requirements;

• our stock repurchase program and our quarterly cash dividends;

• our accounting policies and estimates;

• fluctuations in currency exchange rates;

• the cost and potential outcomes of litigation; and

• future acquisitions of or investments in complementary companies, products, services or technologies.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described herein and elsewhere in our Annual Report on Form 10-K filed with the SEC on February 27, 2023. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time such as the recent COVID-19 pandemic. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: ~~the effects of the COVID-19 global pandemic on the Company and its business, and on the business of its business partners and customers;~~ unanticipated changes in the markets in which the Company operates; ~~the effects of the current~~a significant decline in global macroeconomic ~~climate (especially in light of the ongoing~~or political conditions that have an adverse ~~effects of the COVID-19 global pandemic);~~impact on our business and financial results; business interruptions related to our supply chain; our ability to manage our business and expenses if customers cancel or delay orders; execution risks related to closing key deals and improving our execution, the continued market adoption of our products, our ability to successfully anticipate market needs and opportunities, our timely development of new products and features, our ability to maintain profitability, any loss or delay of expected purchases by our largest end-customers, our ability to maintain or improve our competitive position, competitive and execution risks related to cloud-based computing trends, our ability to attract and retain new end-customers and our largest end-consumers, our ability to maintain and enhance our brand and reputation, changes demanded by our customers in the deployment and payment model for our products, continued growth in markets relating to networking and network security, the success of any future acquisitions or investments in complementary companies, products, services or technologies, the ability of our sales and other teams to execute well, our ability to shorten our close cycles, the ability of our channel partners to sell our products, variations in product mix or geographic locations of our sales, risks associated with our presence in international markets, weaknesses or deficiencies in our internal control over financial reporting, the impact of any cybersecurity incidents and our ability to timely file periodic reports required to be filed under the Securities Exchange Act of 1934, as well as other risks identified in the “Risk Factors” section contained in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and this Report.

In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of

activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Any

forward-looking statements made by us in this report speak only as of the date of this report, and we do not intend to update these forward-looking statements after the filing of this report, except as required by law.

Our investor relations website is located at https://investors.A10networks.com. We use our investor relations website, our company blog (https://www.a10networks.com/blog) and our corporate Twitter account (https://twitter.com/A10Networks) to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our investor relations website, our company blog and our corporate Twitter account, in addition to following press releases, SEC filings and public conference calls and webcasts. We also make available, free of charge, on our investor relations website under “SEC Filings,” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC.

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except par value)


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	68,519	$	67,971	Cash and cash equivalents	$	111,181	$	67,971
Marketable securities	Marketable securities	76,022		83,018		Marketable securities	42,730		83,018
Accounts receivable, net of allowances of $78 and $32, respectively		67,007		72,928
Accounts receivable, net of allowances of $223 and $32, respectively						Accounts receivable, net of allowances of $223 and $32, respectively	69,171		72,928
Inventory	Inventory	20,391		19,693		Inventory	20,438		19,693
Prepaid expenses and other current assets	Prepaid expenses and other current assets	13,054		13,381		Prepaid expenses and other current assets	12,945		13,381
Total current assets	Total current assets	244,993		256,991		Total current assets	256,465		256,991
Property and equipment, net	Property and equipment, net	22,305		19,743		Property and equipment, net	25,210		19,743
Goodwill	Goodwill	1,307		1,307		Goodwill	1,307		1,307

Deferred tax assets, net	Deferred tax assets, net	62,116		63,183		Deferred tax assets, net	59,871		63,183
Other non-current assets	Other non-current assets	26,564		27,881		Other non-current assets	25,379		27,881
Total assets	Total assets	$	357,285	$	369,105	Total assets	$	368,232	$	369,105
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	5,906	$	6,725	Accounts payable	$	6,399	$	6,725
Accrued liabilities	Accrued liabilities	21,410		37,183		Accrued liabilities	22,656		37,183
Deferred revenue	Deferred revenue	75,729		74,340		Deferred revenue	78,023		74,340
Total current liabilities	Total current liabilities	103,045		118,248		Total current liabilities	107,078		118,248
Deferred revenue, non-current	Deferred revenue, non-current	52,769		52,652		Deferred revenue, non-current	53,590		52,652
Other non-current liabilities	Other non-current liabilities	15,970		17,193		Other non-current liabilities	14,626		17,193
Total liabilities	Total liabilities	171,784		188,093		Total liabilities	175,294		188,093
Commitments and contingencies (Note 2 and Note 5)	Commitments and contingencies (Note 2 and Note 5)					Commitments and contingencies (Note 2 and Note 5)
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Common stock, $0.00001 par value: 500,000 shares authorized; 87,581 and 87,123 shares issued and 74,197 and 73,738 shares outstanding, respectively		1		1
Treasury stock, at cost: 13,384 and 13,384 shares, respectively		(134,934)		(134,934)
Common stock, $0.00001 par value: 500,000 shares authorized; 87,904 and 87,123 shares issued and 74,083 and 73,738 shares outstanding, respectively						Common stock, $0.00001 par value: 500,000 shares authorized; 87,904 and 87,123 shares issued and 74,083 and 73,738 shares outstanding, respectively	1		1
Treasury stock, at cost: 13,821 and 13,384 shares, respectively						Treasury stock, at cost: 13,821 and 13,384 shares, respectively	(141,164)		(134,934)
Additional paid-in-capital	Additional paid-in-capital	471,341		466,927		Additional paid-in-capital	477,111		466,927
Dividends paid	Dividends paid	(24,248)		(19,802)		Dividends paid	(28,682)		(19,802)
Accumulated other comprehensive income	Accumulated other comprehensive income	(163)		(726)		Accumulated other comprehensive income	542		(726)
Accumulated deficit	Accumulated deficit	(126,496)		(130,454)		Accumulated deficit	(114,870)		(130,454)
Total stockholders' equity	Total stockholders' equity	185,501		181,012		Total stockholders' equity	192,938		181,012
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	357,285	$	369,105	Total liabilities and stockholders' equity	$	368,232	$	369,105

See accompanying notes to the condensed consolidated financial statements.

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022				2023		2022		2023		2022
Revenue:	Revenue:						Revenue:
Products	Products	$	31,182	$	37,045		Products	$	39,090	$	41,475	$	70,272	$	78,520
Services	Services	26,509		25,627			Services	26,727		26,498		53,236		52,125
Total revenue	Total revenue	57,691		62,672			Total revenue	65,817		67,973		123,508		130,645
Cost of revenue:	Cost of revenue:						Cost of revenue:
Products	Products	6,083		8,633			Products	9,436		9,518		15,519		18,151
Services	Services	4,133		4,206			Services	4,027		3,967		8,160		8,173
Total cost of revenue	Total cost of revenue	10,216		12,839			Total cost of revenue	13,463		13,485		23,679		26,324
Gross profit	Gross profit	47,475		49,833			Gross profit	52,354		54,488		99,829		104,321
Operating expenses:	Operating expenses:						Operating expenses:
Sales and marketing	Sales and marketing	22,334		22,782			Sales and marketing	20,868		21,773		43,202		44,555
Research and development	Research and development	11,665		12,887			Research and development	13,965		14,235		25,630		27,122
General and administrative	General and administrative	7,309		6,162			General and administrative	5,255		5,337		12,564		11,499
Total operating expenses	Total operating expenses	41,308		41,831			Total operating expenses	40,088		41,345		81,396		83,176
Income from operations	Income from operations	6,167		8,002			Income from operations	12,266		13,143		18,433		21,145
Non-operating income (expense), net:	Non-operating income (expense), net:						Non-operating income (expense), net:
Interest income	Interest income	973		119			Interest income	662		184		1,635		304
Other income (expense), net	Other income (expense), net	(2,218)		(632)			Other income (expense), net	1,884		301		(334)		(332)
Non-operating income (expense), net	Non-operating income (expense), net	(1,245)		(513)			Non-operating income (expense), net	2,546		485		1,301		(28)
Income before provision for income taxes	Income before provision for income taxes	4,922		7,489			Income before provision for income taxes	14,812		13,628		19,734		21,117
Provision for income taxes	Provision for income taxes	964		1,140			Provision for income taxes	3,186		3,212		4,150		4,352
Net income	Net income	$	3,958	$	6,349		Net income	$	11,626	$	10,416	$	15,584	$	16,765
Net income per share:	Net income per share:						Net income per share:
Basic	Basic	$	0.05	$	0.08		Basic	$	0.16	$	0.14	$	0.21	$	0.22
Diluted	Diluted	$	0.05	$	0.08		Diluted	$	0.15	$	0.13	$	0.21	$	0.21
Weighted-average shares used in computing net income per share:	Weighted-average shares used in computing net income per share:						Weighted-average shares used in computing net income per share:
Basic	Basic	74,001		76,795			Basic	74,017		75,893		74,009		76,343
Diluted	Diluted	75,541		79,285			Diluted	75,428		78,306		75,512		78,809

See accompanying notes to the condensed consolidated financial statements.

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022				2023		2022		2023		2022
Net income	Net income	$	3,958	$	6,349		Net income	$	11,626	$	10,416	$	15,584	$	16,765
Other comprehensive income (expense), net of tax:	Other comprehensive income (expense), net of tax:						Other comprehensive income (expense), net of tax:
Unrealized gain (loss) on marketable securities	Unrealized gain (loss) on marketable securities	527		(776)			Unrealized gain (loss) on marketable securities	593		(201)		1,121		(977)
Unrealized gain on cash flow hedge	Unrealized gain on cash flow hedge	36		—			Unrealized gain on cash flow hedge	112		—		147		—
Comprehensive income	Comprehensive income	$	4,521	$	5,573		Comprehensive income	$	12,331	$	10,215	$	16,852	$	15,788

See accompanying notes to the condensed consolidated financial statements.

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands)


				Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
				2023		2022					2023		2022		2023		2022
Shares of common stock issued and outstanding	Shares of common stock issued and outstanding							Shares of common stock issued and outstanding
		Beginning balance		73,738		77,423			Beginning balance		74,197		75,701		73,738		77,423
		Common stock issued under employee equity incentive plans		459		400			Common stock issued under employee equity incentive plans		322		509		781		909
		Repurchase of common stock		—		(2,122)			Repurchase of common stock		(436)		(248)		(436)		(2,370)
			Ending balance	74,197		75,701				Ending balance	74,083		75,962		74,083		75,962

Stockholders' equity	Stockholders' equity							Stockholders' equity
		Beginning balance		$	181,012	$	208,888		Beginning balance		$	185,501	$	185,977	$	181,012	$	208,888
		Common stock:							Common stock:
			Beginning balance	$	1	$	1			Beginning balance	$	1	$	1	$	1	$	1
			Common stock issued under employee equity incentive plans	—		—				Common stock issued under employee equity incentive plans	—		—		—		—
			Ending balance	$	1	$	1			Ending balance	$	1	$	1	$	1	$	1

		Treasury stock, at cost:							Treasury stock, at cost:
			Beginning balance	$	(134,934)	$	(55,677)			Beginning balance	$	(134,934)	$	(83,999)	$	(134,934)	$	(55,677)
			Repurchase of common stock	—		(28,322)				Repurchase of common stock	(6,230)		(3,436)		(6,230)		(31,758)
			Ending balance	$	(134,934)	$	(83,999)			Ending balance	$	(141,164)	$	(87,435)	$	(141,164)	$	(87,435)

		Dividends paid:							Dividends paid:
			Beginning balance	$	(19,802)	$	(3,880)			Beginning balance	$	(24,248)	$	(7,749)	$	(19,802)	$	(3,880)
			Payments for dividends	(4,446)		(3,869)				Payments for dividends	(4,434)		(3,794)		(8,880)		(7,663)
			Ending balance	$	(24,248)	$	(7,749)			Ending balance	$	(28,682)	$	(11,543)	$	(28,682)	$	(11,543)

		Additional paid-in capital:							Additional paid-in capital:
			Beginning balance	$	466,927	$	446,035			Beginning balance	$	471,341	$	449,742	$	466,927	$	446,035
			Common stock issued under employee equity incentive plans	473		165				Common stock issued under employee equity incentive plans	2,086		2,807		2,559		2,970
			Stock-based compensation	3,941		3,542				Stock-based compensation	3,684		2,990		7,625		6,534
			Ending balance	$	471,341	$	449,742			Ending balance	$	477,111	$	455,539	$	477,111	$	455,539

		Accumulated other comprehensive income:							Accumulated other comprehensive income:
			Beginning balance	$	(726)	$	(229)			Beginning balance	$	(163)	$	(1,005)	$	(726)	$	(229)
			Unrealized gain (loss) on marketable securities, net of tax	527		(776)				Unrealized gain (loss) on marketable securities, net of tax	593		(201)		1,121		(977)
			Unrealized gain on cash flow hedge, net of tax	36		—				Unrealized gain on cash flow hedge, net of tax	112		—		147		—
			Ending balance	$	(163)	$	(1,005)			Ending balance	$	542	$	(1,206)	$	542	$	(1,206)

		Accumulated deficit:							Accumulated deficit:
			Beginning balance	$	(130,454)	$	(177,362)			Beginning balance	$	(126,496)	$	(171,013)	$	(130,454)	$	(177,362)
			Net income	3,958		6,349				Net income	11,626		10,416		15,584		16,765
			Ending balance	$	(126,496)	$	(171,013)			Ending balance	$	(114,870)	$	(160,597)	$	(114,870)	$	(160,597)

Total stockholders' equity	Total stockholders' equity			$	185,501	$	185,977	Total stockholders' equity			$	192,938	$	194,759	$	192,938	$	194,759

See accompanying notes to the condensed consolidated financial statements.

A10 NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


		Three Months Ended March 31,					Six Months Ended June 30,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	3,958	$	6,349	Net income	$	15,584	$	16,765
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	2,106		1,844		Depreciation and amortization	4,307		3,712
Stock-based compensation	Stock-based compensation	3,742		3,452		Stock-based compensation	7,214		6,313

Other non-cash items	Other non-cash items	(169)		287		Other non-cash items	(270)		113
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	5,687		12,535		Accounts receivable	3,698		(5,580)
Inventory	Inventory	(1,522)		1,433		Inventory	(1,705)		(31)
Prepaid expenses and other assets	Prepaid expenses and other assets	1,519		(1,568)		Prepaid expenses and other assets	3,827		(2,163)
Accounts payable	Accounts payable	(676)		(1,857)		Accounts payable	(1,460)		(1,283)
Accrued liabilities	Accrued liabilities	(16,997)		(6,287)		Accrued liabilities	(17,094)		655
Deferred revenue	Deferred revenue	1,506		(280)		Deferred revenue	4,621		6,239

Net cash provided by (used in) operating activities		(846)		15,908
Net cash provided by operating activities						Net cash provided by operating activities	18,722		24,740
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Proceeds from sales of marketable securities	Proceeds from sales of marketable securities	—		4,550		Proceeds from sales of marketable securities	42,252		4,550
Proceeds from maturities of marketable securities	Proceeds from maturities of marketable securities	29,263		17,173		Proceeds from maturities of marketable securities	44,532		39,148
Purchases of marketable securities	Purchases of marketable securities	(21,221)		(13,635)		Purchases of marketable securities	(44,680)		(21,649)
Purchases of property and equipment	Purchases of property and equipment	(2,675)		(3,137)		Purchases of property and equipment	(5,065)		(5,021)
Net cash provided by investing activities	Net cash provided by investing activities	5,367		4,951		Net cash provided by investing activities	37,039		17,028
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of common stock under employee equity incentive plans	Proceeds from issuance of common stock under employee equity incentive plans	473		165		Proceeds from issuance of common stock under employee equity incentive plans	2,559		2,970

Repurchase of common stock	Repurchase of common stock	—		(28,322)		Repurchase of common stock	(6,230)		(31,758)
Payments for dividends	Payments for dividends	(4,446)		(3,869)		Payments for dividends	(8,880)		(7,663)

Net cash used in financing activities	Net cash used in financing activities	(3,973)		(32,026)		Net cash used in financing activities	(12,551)		(36,451)
Net increase (decrease) in cash and cash equivalents		548		(11,167)
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	43,210		5,317
Cash and cash equivalents—beginning of period	Cash and cash equivalents—beginning of period	67,971		78,925		Cash and cash equivalents—beginning of period	67,971		78,925
Cash and cash equivalents—end of period	Cash and cash equivalents—end of period	$	68,519	$	67,758	Cash and cash equivalents—end of period	$	111,181	$	84,242

Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Transfers between inventory and property and equipment	Transfers between inventory and property and equipment	$	824	$	196	Transfers between inventory and property and equipment	$	959	$	567
Purchases of property and equipment included in accounts payable	Purchases of property and equipment included in accounts payable	$	142	$	1	Purchases of property and equipment included in accounts payable	$	1,134	$	1

See accompanying notes to the condensed consolidated financial statements.

A10 Networks, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

A10 Networks, Inc. (together with our subsidiaries, the “Company”, “we”, “our” or “us”) was incorporated in California in 2004 and reincorporated in Delaware in March 2014. We are headquartered in San Jose, California and have wholly-owned subsidiaries throughout the world including Asia and Europe.

We are a leading provider of secure application solutions and services that enable a new generation of intelligently connected companies with the ability to continuously improve cyber protection and digital responsiveness across dynamic Information Technology (“IT”) and network infrastructures. Our product portfolio seeks to address many of the cyber protection challenges and solution requirements. The portfolio consists of six secure application solutions; Thunder Application Delivery Controller (“ADC”), Lightning Application Delivery Controller (“Lightning ADC”), Thunder Carrier Grade Networking (“CGN”), Thunder Threat Protection System (“TPS”), Thunder SSL Insight (“SSLi”) and Thunder Convergent Firewall (“CFW”), and two intelligent management and automation tools; Harmony Controller and aGalaxy TPS. Our solutions are available in a variety of form factors, such as optimized hardware appliances, bare metal software, containerized software, virtual appliances and cloud-native software. Our customers include leading service providers (cloud, telecommunications, multiple system operators, cable), government organizations, and enterprises.

We derive revenue from two sources: (i) products revenue, which includes hardware, perpetual software license and subscription offerings, which include term-based license agreements and software-as-a-service; and (ii) services revenue, which includes post contract support (“PCS”), professional services, and training. Revenue for term-based license agreements is recognized at a point in time when the Company delivers the software license to the customer and the subscription term has commenced. For our software-as-a-service offerings, our customers do not take possession of the Company’s software but rather we provide access to the service via a hosting arrangement. Revenue in these arrangements is recognized ratably as the services are provided. A substantial portion of our revenue is from sales of our products and services through distribution channel partners, such as resellers and distributors. Our customers predominantly purchase PCS services in conjunction with purchases of our products. We recognize services revenue ratably over the term of the PCS contract, which is typically one year, but can be up to seven years.

We sell our products globally to service providers and enterprises that depend on data center applications and networks to generate revenue and manage operations efficiently. We report two customer verticals: service providers and enterprises and we report customer revenues in three broad geographic regions: the Americas, APJ and EMEA regions. ~~In the three months ended March 31, 2022, we changed the way we present revenue by geographic region.~~ The Americas region comprises the United States and all other countries in the Americas (excluding the United States). The APJ region comprises Japan and all other countries in APAC (excluding Japan). The EMEA region comprises Europe, Middle East and Africa. We believe this vertical and ~~revised~~ geographic view aligns with how we manage the business and maps our product portfolio to customer verticals. ~~This change in the way we report revenue had no impact to our key metrics including operations, comprehensive income and accumulated deficit.~~

Our end-customers operate in a variety of industries, including telecommunications, technology, industrial, retail, financial, gaming, education and government. Since inception, our customer base has grown rapidly. As of ~~March 31,~~June 30, 2023, we have sold our products to more than ~~8,100~~8,200 end-customers worldwide since our inception.

We sell substantially all of our solutions through our high-touch sales organization as well as distribution channel partners, including distributors, value-added resellers and system integrators, and fulfill nearly all orders globally through such partners. We believe this sales approach allows us to obtain the benefits of channel distribution, such as expanding our market coverage, while still maintaining face-to-face relationships with our end-customers. We outsource the manufacturing of our hardware products to original design manufacturers. We perform quality assurance and testing at our San Jose, Taiwan and Japan distribution centers, as well as at our manufacturers’ locations.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include those of A10 Networks, Inc. and its subsidiaries after elimination of all intercompany accounts and transactions.

We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC” or the “Commission”). As permitted under these rules and regulations, we have condensed or omitted certain financial information and footnote disclosures we normally include in our annual consolidated financial statements prepared in accordance with accounting principles generally accepted in

the United States of America (“U.S. GAAP”). The unaudited condensed consolidated balance sheet as of December 31,

2022 has been derived from our audited financial statements, which are included in our 2022 Annual Report on Form 10-K for the year ended December 31, 2022 on file with the SEC (the “2022 Annual Report”).

These financial statements have been prepared on the same basis as our annual financial statements and, in management’s opinion, reflect all adjustments consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial information. Our interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

These financial statements and accompanying notes should be read in conjunction with the financial statements and accompanying notes thereto in the 2022 Annual Report.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Those estimates and assumptions affect revenue recognition and deferred revenue, the allowance for doubtful accounts, the sales return reserve, the valuation of inventory, the fair value of marketable securities, contingencies and litigation, accrued liabilities, deferred commissions and the determination of fair value of stock-based compensation. These estimates are based on information available as of the date of the condensed consolidated financial statements.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Part II – Item 8, “Financial Statements and Supplementary Data” of the 2022 Annual Report filed with the SEC on February 27, 2023. There have been no material changes to the Company’s significant accounting policies during the three and six months ended ~~March 31,~~June 30, 2023.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, marketable securities and accounts receivable. Our cash, cash equivalents and marketable securities are held and invested in high-credit quality financial instruments by recognized financial institutions and are subject to minimum credit risk.

Our accounts receivable are unsecured and represent amounts due to us based on contractual obligations of our customers. We mitigate credit risk in respect to accounts receivable by performing periodic credit evaluations based on a number of factors, including past transaction experience, evaluation of credit history and review of the invoicing terms of the contract. We generally do not require our customers to provide collateral to support accounts receivable.

Significant customers, including distribution channel partners and direct customers (end-customers), are those which represent 10% or more of our total revenue for each period presented or our gross accounts receivable balance as of each respective balance sheet date.

Revenues from our significant customers as a percentage of our total revenue are as follows:


		Three Months Ended March 31,		Three Months Ended June 30,			Six Months Ended June 30,
Customers	Customers	2023	2022		Customers	2023	2022	2023	2022
Customer A (an end-customer)	Customer A (an end-customer)	15%	*		Customer A (an end-customer)	25%	11%	20%	10%
Customer B (an end-customer)	Customer B (an end-customer)	*	17%		Customer B (an end-customer)	*	20%	*	18%
Customer C (a distribution channel partner)		19%	11%

* represents less than 10% of total revenue

1011

As of ~~March 31,~~June 30, 2023, one customer accounted for ~~31%~~33% of our total gross accounts receivable. As of December 31, 2022, two customers accounted for 21% each of our total gross accounts receivable.

Recently Adopted Accounting Pronouncements

The Company’s recently adopted accounting pronouncements are disclosed in Note 1 Description of Business and Summary of Significant Accounting Policies of the notes to consolidated financial statements included in Part II – Item 8 of the 2022 Annual Report. The Company has not adopted any accounting pronouncements during the three and six months ended ~~March 31,~~June 30, 2023.

2. Leases

The Company leases various operating spaces in the United States, Asia and Europe under non-cancellable operating lease arrangements that expire on various dates through July 2027. These arrangements require us to pay certain operating expenses, such as taxes, repairs and insurance, and contain renewal and escalation clauses.

The table below presents the Company’s right-of-use assets and lease liabilities as of ~~March 31,~~June 30, 2023 (in thousands):


		As of ~~March 31,~~June 30, 2023
Operating leases
Right-of-use assets:
	Other non-current assets	$	~~19,999~~18,794
Total right-of-use assets		$	~~19,999~~18,794

Lease liabilities:
	Accrued liabilities	$	~~4,853~~4,861
	Other non-current liabilities	~~15,597~~14,304
Total operating lease liabilities		$	~~20,450~~19,165

The aggregate future lease payments for non-cancelable operating leases as of ~~March 31,~~June 30, 2023 were as follows (in thousands):


Remainder of 2023	Remainder of 2023	$	4,051	Remainder of 2023	$	2,683
2024	2024	5,509		2024	5,446
2025	2025	4,969		2025	4,953
2026	2026	4,892		2026	4,892
2027	2027	2,441		2027	2,441
Thereafter	Thereafter	—		Thereafter	—
Total lease payments	Total lease payments	21,862		Total lease payments	20,415
Less: imputed interest	Less: imputed interest	(1,412)		Less: imputed interest	(1,250)
Present value of lease liabilities	Present value of lease liabilities	$	20,450	Present value of lease liabilities	$	19,165

The components of lease costs were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating lease costs	$	1,094	$	1,092	$	2,203	$	2,163
Short-term lease costs	123		161		250		291
Total lease costs	$	1,217	$	1,253	$	2,453	$	2,454

Three Months Ended March 31,
2023 2022
Operating lease costs $ 1,110 $ 1,071
Short-term lease costs 127 130
Total lease costs $ 1,237 $ 1,201

Average lease terms and discount rates for the Company’s operating leases were as follows:


						Three Months Ended ~~March 31,~~June 30, 2023
Weighted-average remaining term (years)						~~4.07~~3.84
Weighted-average discount rate						3.2%

Supplemental cash flow information for the Company’s operating leases were as follows (in thousands):


		Three Months Ended ~~March 31,~~June 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
	Operating cash flows from operating leases	$	~~1,357~~2,661
	Right-of-use assets obtained in exchange for new lease liabilities	$	—

3. Marketable Securities and Fair Value Measurements

Marketable Securities

Marketable securities, classified as available-for-sale, consisted of the following (in thousands):


		As of March 31, 2023								As of December 31, 2022									As of June 30, 2023								As of December 31, 2022
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Corporate securities	Corporate securities	$	26,719	$	3	$	(310)	$	26,412	$	35,137	$	—	$	(550)	$	34,587	Corporate securities	$	1,983	$	—	$	(3)	$	1,980	$	35,137	$	—	$	(550)	$	34,587
U.S. Treasury and agency securities	U.S. Treasury and agency securities	35,537		31		(152)		35,416		28,627		—		(292)		28,335		U.S. Treasury and agency securities	39,858		21		(99)		39,780		28,627		—		(292)		28,335
Commercial paper	Commercial paper	7,894		—		—		7,894		11,859		—		—		11,859		Commercial paper	950		20		—		970		11,859		—		—		11,859
Asset-backed securities	Asset-backed securities	6,275		40		(15)		6,300		8,331		—		(94)		8,237		Asset-backed securities	—		—		—		—		8,331		—		(94)		8,237
Total	Total	$	76,425	$	74	$	(477)	$	76,022	$	83,954	$	—	$	(936)	$	83,018	Total	$	42,791	$	41	$	(102)	$	42,730	$	83,954	$	—	$	(936)	$	83,018

During the three and six months ended ~~March 31,~~June 30, 2023, we reclassified $0.3 million of expense to earnings from accumulated other comprehensive income related to unrealized losses. During the three and six months ended June 30, 2022, we did not reclassify any amount to earnings from accumulated other comprehensive income related to unrealized gains or losses.

The following table summarizes the cost and estimated fair value of marketable securities based on stated effective maturities as of ~~March 31,~~June 30, 2023 (in thousands):


As of March 31, 2023		Amortized Cost		Fair Value
Less than 1 year		$	58,601	$	58,192
As of June 30, 2023						As of June 30, 2023	Amortized Cost		Fair Value
Mature in less than 1 year						Mature in less than 1 year	$	33,356	$	33,371
Mature in 1 - 3 years	Mature in 1 - 3 years	17,824		17,830		Mature in 1 - 3 years	9,435		9,359
Total	Total	$	76,425	$	76,022	Total	$	42,791	$	42,730

All available-for-sale securities have been classified as current because they are available for use in current operations.

1213

Marketable securities in an unrealized loss position as of ~~March 31,~~June 30, 2023 consisted of the following (in thousands):


		Less Than 12 Months				12 Months or More				Total					Less Than 12 Months				12 Months or More				Total
As of March 31, 2023		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
As of June 30, 2023														As of June 30, 2023	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Corporate securities	Corporate securities	$	1,188	$	(8)	$	20,592	$	(302)	$	21,780	$	(310)	Corporate securities	$	1,980	$	(3)	$	—	$	—	$	1,980	$	(3)
U.S. Treasury and agency securities	U.S. Treasury and agency securities	26,521		(43)		8,385		(109)		34,906		(152)		U.S. Treasury and agency securities	4,264		(99)		—		—		4,264		(99)
Asset-backed securities		1,382		(15)		—		—		1,382		(15)
		$	29,091	$	(66)	$	28,977	$	(411)	$	58,068	$	(477)
															$	6,244	$	(102)	$	—	$	—	$	6,244	$	(102)

Marketable securities in an unrealized loss position as of December 31, 2022 consisted of the following (in thousands):


	Less Than 12 Months				12 Months or More				Total
As of December 31, 2022	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Corporate securities	$	7,610	$	(162)	$	26,977	$	(388)	$	34,587	$	(550)
U.S. Treasury and agency securities	14,868		(45)		11,567		(247)		26,435		(292)
Asset-backed securities	8,237		(4)		—		—		8,237		(94)
	$	30,715	$	(301)	$	38,544	$	(635)	$	69,259	$	(936)

Based on evaluation of securities that have been in a continuous loss position, we did not recognize any other-than-temporary impairment charges during the three and six months ended ~~March 31,~~June 30, 2023 and 2022.

Fair Value Measurements

The following is a summary of our cash, cash equivalents and marketable securities measured at fair value on a recurring basis (in thousands):


		As of March 31, 2023								As of December 31, 2022									As of June 30, 2023								As of December 31, 2022
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash	Cash	$	46,814	$	—	$	—	$	46,814	$	54,336	$	—	$	—	$	54,336	Cash	$	55,010	$	—	$	—	$	55,010	$	54,336	$	—	$	—	$	54,336
Cash equivalents	Cash equivalents	21,705		—		—		21,705		13,635		—		—		13,635		Cash equivalents	56,171		—		—		56,171		13,635		—		—		13,635

Corporate securities	Corporate securities	—		26,412		—		26,412		—		34,587		—		34,587		Corporate securities	—		1,980		—		1,980		—		34,587		—		34,587
U.S. Treasury and agency securities	U.S. Treasury and agency securities	—		35,416		—		35,416		—		28,335		—		28,335		U.S. Treasury and agency securities	—		39,780		—		39,780		—		28,335		—		28,335
Commercial paper	Commercial paper	—		7,894		—		7,894		—		11,859		—		11,859		Commercial paper	—		970		—		970		—		11,859		—		11,859
Asset-backed securities	Asset-backed securities	—		6,300		—		6,300		—		8,237		—		8,237		Asset-backed securities	—		—		—		—		—		8,237		—		8,237
Total	Total	$	68,519	$	76,022	$	—	$	144,541	$	67,971	$	83,018	$	—	$	150,989	Total	$	111,181	$	42,730	$	—	$	153,911	$	67,971	$	83,018	$	—	$	150,989

There were no transfers between Level 1 and Level 2 fair value measurement categories during the three and six months ended ~~March 31,~~June 30, 2023 and 2022.

4. Condensed Consolidated Financial Statement Details

Inventory

Inventory consisted of the following (in thousands):

1314


		As of March 31, 2023		As of December 31, 2022			As of June 30, 2023		As of December 31, 2022

Raw materials	Raw materials	$	13,052	$	12,771	Raw materials	$	13,179	$	12,771
Finished goods	Finished goods	7,339		6,922		Finished goods	7,259		6,922
Total inventory	Total inventory	$	20,391	$	19,693	Total inventory	$	20,438	$	19,693

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


		As of March 31, 2023		As of December 31, 2022			As of June 30, 2023		As of December 31, 2022

Prepaid expenses	Prepaid expenses	$	5,525	$	5,310	Prepaid expenses	$	5,315	$	5,310
Deferred contract acquisition costs	Deferred contract acquisition costs	6,103		6,144		Deferred contract acquisition costs	6,242		6,144
Other	Other	1,426		1,927		Other	1,388		1,927
Total prepaid expenses and other current assets	Total prepaid expenses and other current assets	$	13,054	$	13,381	Total prepaid expenses and other current assets	$	12,945	$	13,381

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):


		Useful Life	As of March 31, 2023		As of December 31, 2022			Useful Life	As of June 30, 2023		As of December 31, 2022
		(in years)						(in years)
Equipment	Equipment	1 - 5	$	28,135	$	27,028	Equipment	1 - 5	$	29,586	$	27,028
Software(1)	Software(1)	1 - 6	2,695		2,537		Software(1)	1 - 6	2,785		2,537
Furniture and fixtures	Furniture and fixtures	1 - 7	500		503		Furniture and fixtures	1 - 7	500		503
Leasehold improvements	Leasehold improvements	Lease term	3,228		3,267		Leasehold improvements	Lease term	3,233		3,267
Construction in process	Construction in process		10,286		9,152		Construction in process		12,618		9,152
Property and equipment, gross	Property and equipment, gross		44,844		42,487		Property and equipment, gross		48,722		42,487
Less: accumulated depreciation	Less: accumulated depreciation		(22,539)		(22,744)		Less: accumulated depreciation		(23,512)		(22,744)
Property and equipment, net	Property and equipment, net		$	22,305	$	19,743	Property and equipment, net		$	25,210	$	19,743

(1) Acquired software has a useful life of 1 to 3 years, while internally developed software to be sold, leased or marketed has a useful life of 6 years. Acquired software totaled ~~$1.3~~$1.4 million and internally developed software totaled $1.4 million as of ~~March 31,~~June 30, 2023. Acquired software totaled ~~$2.5~~$1.1 million and internally developed software totaled $1.4 million as of December 31, 2022.

Construction in process primarily consists of deferred software development costs related to several projects that are expected to take longer than one year to complete. The first of these projects was available for release to customers in the fourth quarter of 2022.

Depreciation expense on property and equipment was ~~$0.9~~$1.0 million and $0.7 million for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, and was $2.0 million and $1.3 million for the six months ended June 30, 2023 and 2022, respectively.

1415

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


		As of March 31, 2023		As of December 31, 2022			As of June 30, 2023		As of December 31, 2022

Accrued compensation and benefits	Accrued compensation and benefits	$	7,486	$	19,832	Accrued compensation and benefits	$	6,597	$	19,832
Accrued tax liabilities	Accrued tax liabilities	1,558		1,635		Accrued tax liabilities	1,864		1,635
Lease liability	Lease liability	4,853		4,792		Lease liability	4,861		4,792
Other	Other	7,513		10,924		Other	9,334		10,924
Total accrued liabilities	Total accrued liabilities	$	21,410	$	37,183	Total accrued liabilities	$	22,656	$	37,183

Deferred Revenue

Deferred revenue consisted of the following (in thousands):


		As of March 31, 2023		As of December 31, 2022			As of June 30, 2023		As of December 31, 2022

Deferred revenue:	Deferred revenue:					Deferred revenue:
Products	Products	$	6,923	$	7,782	Products	$	10,870	$	7,782
Services	Services	121,575		119,210		Services	120,743		119,210
Total deferred revenue	Total deferred revenue	128,498		126,992		Total deferred revenue	131,613		126,992
Less: current portion	Less: current portion	(75,729)		(74,340)		Less: current portion	(78,023)		(74,340)
Non-current portion	Non-current portion	$	52,769	$	52,652	Non-current portion	$	53,590	$	52,652

5. Commitments and Contingencies

Lease Commitments

We lease various operating spaces in the United States, Asia and Europe under non-cancelable operating lease arrangements that expire on various dates through July 2027. These arrangements require us to pay certain operating expenses, such as taxes, repairs and insurance, and contain renewal and escalation clauses. We recognize rent expense under these arrangements on a straight-line basis over the term of the lease. See Note 2 – Leases for the Company’s aggregate future lease payments for the Company’s non-cancelable operating leases as of ~~March 31,~~June 30, 2023.

Rent expense was $1.2 million and $1.3 million for ~~both~~ the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, and was $2.5 million for both of the six months ended June 30, 2023 and 2022.

Purchase Commitments

We have open purchase commitments with third-party contract manufacturers with facilities in Taiwan to supply nearly all of our finished goods inventories, spare parts, and accessories. These purchase orders are expected to be paid within one year of the issuance date. We had open purchase commitments with manufacturers in Taiwan totaling ~~$26.1~~$19.8 million as of ~~March 31,~~June 30, 2023.

Guarantees and Indemnifications

In the normal course of business, we provide indemnifications to customers against claims of intellectual property infringement made by third parties arising from the use of our products. Other guarantees or indemnification arrangements include guarantees of product and service performance, and standby letters of credit for lease facilities and corporate credit cards. We have not recorded a liability related to these indemnification and guarantee provisions and our guarantees and indemnification arrangements have not had any significant impact on our condensed consolidated financial statements to date.

1516

6. Equity Incentive Plans, Stock-Based Compensation and Stock Repurchase Program

Equity Incentive Plans

2014 Equity Incentive Plan and 2023 Stock Incentive Plan

The 2014 Equity Incentive Plan (the “2014 Plan”) ~~provides~~provided for the granting of stock options, restricted stock awards, restricted stock units (“RSUs”), performance-based RSUs (“PSUs”), stock appreciation rights, performance units and performance shares to our employees, consultants and members of our Board of Directors.

The shares authorized for the 2014 Plan increase annually by the lesser of (i) 8,000,000 shares, (ii) 5% of the outstanding shares of common stock on the last day of our immediately preceding fiscal year, or (iii) such other lesser amount as determined by our Board of Directors. Since November 2020, our Board of Directors determined the number of shares authorized under the 2014 Plan were sufficient for the time being and decided not to increase the number of shares authorized in 2021, 2022 and 2023. As of March 31, 2023, we had 12,793,083 shares available for future grant under the 2014 Plan.

On April 26, 2023, the Company’s stockholders approved the A10 Networks, Inc. 2023 Stock Incentive Plan (the “2023 Plan”), which was approved by the Company’s Board of Directors on March 10, 2023, pending stockholder approval. The 2023 Plan replaced the 2014 Plan and no further grants ~~will be~~were made under the 2014 Plan after March 29, 2023. The 2023 Plan provides for the granting of stock options, restricted stock awards, restricted stock units (“RSUs”), performance-based RSUs (“PSUs”), stock appreciation rights, performance units and performance shares to our employees, consultants and members of our Board of Directors.

The shares authorized for issuance under the 2023 Plan ~~becomes effective.~~is (x) 5,600,000 shares of common stock (the “Initial Reserve”), plus (y) the sum of any outstanding stock awards granted under the 2014 Plan that following March 29, 2023 which are either (i) not issued because such award or portion thereof is forfeited or terminated for any reason before being exercised or settled or (ii) subject to vesting restrictions and are subsequently forfeited, up to a maximum of 3,475,099 shares (the “2014 Returning Shares”). As of June 30, 2023, we had 5,600,236 shares available for future grant under the 2023 Plan.

2014 Employee Stock Purchase Plan

The 2014 Employee Stock Purchase Plan, as amended (the “Amended 2014 Purchase Plan”) provides employees with an opportunity to purchase our common stock through accumulated contributions, up to a maximum of 10% of eligible compensation, with offering periods of six months in duration, beginning on or about December 1 and June 1 each year. As of ~~March 31,~~June 30, 2023, the Company had ~~1,111,702~~968,943 shares available for future issuance under the Amended 2014 Purchase Plan.

Stock-Based Compensation

A summary of our stock-based compensation expense is as follows (in thousands):


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022				2023		2022		2023		2022
Stock-based compensation by type of award:	Stock-based compensation by type of award:						Stock-based compensation by type of award:
Stock awards	Stock awards	$	3,443	$	3,100		Stock awards	$	3,204	$	2,535	6,648		5,635
Employee stock purchase rights	Employee stock purchase rights	299		352			Employee stock purchase rights	268		326		566		678
		$	3,742	$	3,452			$	3,472	$	2,861	$	7,214	$	6,313

Stock-based compensation by category of expense:	Stock-based compensation by category of expense:						Stock-based compensation by category of expense:
Cost of revenue	Cost of revenue	$	412	$	399		Cost of revenue	$	404	$	323	$	815	$	721
Sales and marketing	Sales and marketing	1,165		1,099			Sales and marketing	891		1,043		2,057		2,142
Research and development	Research and development	831		788			Research and development	807		840		1,637		1,629
General and administrative	General and administrative	1,334		1,166			General and administrative	1,370		655		2,705		1,821
		$	3,742	$	3,452			$	3,472	$	2,861	$	7,214	$	6,313

As of ~~March 31,~~June 30, 2023, the Company had ~~$30.6~~$27.6 million of unrecognized stock-based compensation expense related to unvested stock-based awards, including under our Amended 2014 Purchase Plan, which will be recognized over a weighted-average period of ~~2.40~~2.21 years.

1617

Stock Options

The following table summarizes our stock option activities and related information:


		Number of Shares (thousands)	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (thousands)			Number of Shares (thousands)	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (thousands)
Outstanding as of December 31, 2022	Outstanding as of December 31, 2022	279	$	6.59				Outstanding as of December 31, 2022	279	$	6.59

Exercised	Exercised	(78)	6.02					Exercised	(117)	6.41

Outstanding as of March 31, 2023		201	6.82		1.25	$	1,743
Vested and exercisable as of March 31, 2023		201	$	6.82	1.25	$	1,743
Outstanding as of June 30, 2023								Outstanding as of June 30, 2023	162	6.72		1.18	$	1,275
Vested and exercisable as of June 30, 2023								Vested and exercisable as of June 30, 2023	162	$	6.72	1.18	$	1,275

As of ~~March 31,~~June 30, 2023, the aggregate intrinsic value represents the excess of the closing price of our common stock of ~~$15.49~~$14.59 over the exercise price of the outstanding in-the-money options.

The intrinsic value of options exercised was ~~$0.7~~$0.3 million and ~~$0.3~~$1.5 million during the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively and was $1.0 million and was $1.7 million during the six months ended June 30, 2023 and 2022, respectively.

Stock Awards

The Company has granted RSUs to its employees, consultants and members of its Board of Directors, and PSUs to certain executives and employees. The Company’s PSUs have market performance-based vesting conditions as well as service-based vesting conditions. As of ~~March 31,~~June 30, 2023, there were ~~2,478,499~~2,337,313 RSUs and 877,794 PSUs outstanding.

The following table summarizes our stock award activities and related information:


		Number of Shares (thousands)	Weighted-Average Grant Date Fair Value Per Share		Weighted-Average Remaining Vesting Term (years)	Aggregate Fair Value (thousands)			Number of Shares (thousands)	Weighted-Average Grant Date Fair Value Per Share		Weighted-Average Remaining Vesting Term (years)	Aggregate Fair Value (thousands)
Nonvested as of December 31, 2022	Nonvested as of December 31, 2022	3,218	$	11.14				Nonvested as of December 31, 2022	3,218	$	11.14
Granted	Granted	571	13.34					Granted	668	13.47
Released	Released	(380)	7.95					Released	(521)	8.47
Canceled	Canceled	(53)	12.18					Canceled	(150)	12.24
Nonvested as of March 31, 2023		3,356	$	11.86	1.75	$	51,989
Nonvested as of June 30, 2023								Nonvested as of June 30, 2023	3,215	$	12.00	1.57	$	46,908

The aggregate fair value of stock awards released was ~~$3.0~~$1.4 million and ~~$2.4~~$1.5 million for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, and was $4.4 million and $3.9 million for the six months ended June 30, 2023 and 2022, respectively.

Stock Repurchase Programs

On October 28, 2021, the Company announced its Board of Directors authorized a stock repurchase program of up to $100 million of its common stock over a period of twelve months (the “2021 Program”). During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company repurchased ~~2.1~~2.4 million shares for a total cost of ~~$28.3~~$31.8 million under the 2021 Program. This repurchase program was active for twelve months and expired in the second half of 2022.

On November 1, 2022, the Company announced its Board of Directors authorized a new stock repurchase program of up to $50 million of its common stock over a period of twelve months (the “2022 Program”). Through ~~March 31,~~June 30, 2023, no437 thousand shares had been repurchased under the 2022 ~~Program.~~Program for a total cost of $6.2 million.

Under the Company’s stock repurchase programs, repurchased shares are held in treasury at cost. The Company’s stock repurchase programs do not obligate it to acquire any specific number of shares. Shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

7. Net Income Per Share

Basic net income per share is computed using the weighted average number of common shares outstanding for the period. Diluted net income per share applying the treasury stock method is computed using the weighted average number of common shares outstanding for the period plus potential dilutive common shares, including stock options, RSUs, PSUs and employee stock purchase rights, unless the potential common shares are anti-dilutive.

Basic and diluted net income per share are calculated as follows (in thousands, except per share amounts):


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022				2023		2022		2023		2022
Basic and diluted net income per share	Basic and diluted net income per share						Basic and diluted net income per share
Numerator:	Numerator:						Numerator:
Net income	Net income	$	3,958	$	6,349		Net income	$	11,626	$	10,416	$	15,584	$	16,765
Denominator:	Denominator:						Denominator:
Weighted-average shares outstanding - basic	Weighted-average shares outstanding - basic	74,001		76,795			Weighted-average shares outstanding - basic	74,017		75,893		74,009		76,343
Effect of dilutive potential common shares from stock options, stock awards and employee stock purchase plan	Effect of dilutive potential common shares from stock options, stock awards and employee stock purchase plan	1,540		2,490			Effect of dilutive potential common shares from stock options, stock awards and employee stock purchase plan	1,411		2,413		1,503		2,466
Weighted-average shares outstanding - diluted	Weighted-average shares outstanding - diluted	75,541		79,285			Weighted-average shares outstanding - diluted	75,428		78,306		75,512		78,809
Net income per share:	Net income per share:						Net income per share:
Basic	Basic	$	0.05	$	0.08		Basic	$	0.16	$	0.14	$	0.21	$	0.22
Diluted	Diluted	$	0.05	$	0.08		Diluted	$	0.15	$	0.13	$	0.21	$	0.21

The following table presents common shares related to potentially dilutive shares excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive (in thousands):

Three Months Ended March 31,
2023 2022
Stock options, restricted stock units and employee stock purchase rights 186 233


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Stock options, restricted stock units and employee stock purchase rights	89	56	63	225

8. Income Taxes

We recorded an income tax ~~expense~~provision of ~~$1.0~~$3.2 million ~~and income tax benefit~~for both of ~~$1.1 million for~~ the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively. We recorded an income tax provision of $4.2 million and $4.4 million for the six months ended June 30, 2023 and 2022, respectively. The Company’s income tax provision for the three and six months ended ~~March 31,~~June 30, 2023 and 2022 primarily consisted of U.S. federal and state taxes.

We had ~~$7.1~~$7.2 million of unrecognized tax benefits as of ~~March 31,~~June 30, 2023. We do not anticipate a material change to our unrecognized tax benefits over the next twelve months. Unrecognized tax benefits may change during the next twelve months for items that arise in the ordinary course of business.

Accrued interest and penalties related to unrecognized tax benefits are recognized as part of our provision for income taxes in our condensed consolidated statements of operations.

We are subject to taxation in the United States, various states, and several foreign jurisdictions. Because we have net operating loss and credit carryforwards, there are open statutes of limitations in which federal, state and foreign taxing authorities may examine our tax returns for all years from 2005 through the current period. We are not currently under examination by any taxing authorities.

On June 29, 2020, the California Governor signed Assembly Bill 85, which includes several tax measures, provides for a three-year suspension of the use of net operating losses for medium and large businesses and a three-year limit on the use of

1819

business incentive tax credits to offset no more than $5 million of tax per year. The three-year term was subsequently revised to a two-year term and has been accounted for in our income tax provision.

9. Geographic Information

We report customer revenues in three broad geographic regions: the Americas, APJ and EMEA regions. In the three months ended March 31, 2022, we changed the way we present revenue by geographic region. The Americas region comprises the United States and all other countries in the Americas (excluding the United States). The APJ region comprises Japan and all other countries in APAC (excluding Japan). We believe this vertical and revised geographic view aligns with how we manage the business and maps our product portfolio to customer verticals. This change in the way we report revenue had no impact to our key metrics including operations, comprehensive income and accumulated deficit.

The following table depicts the disaggregation of revenue by geographic region based on the ship to location of our customers and is consistent with how we evaluate our financial performance (in thousands):


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022				2023		2022		2023		2022
Americas	Americas	$	29,956	$	32,958		Americas	$	36,921	$	38,553	$	66,877	$	71,511
United States	United States	24,121		29,174			United States	31,840		33,756		55,961		62,930
Americas-other	Americas-other	5,835		3,784			Americas-other	5,081		4,797		10,916		8,581
APJ	APJ	15,760		17,789			APJ	21,982		21,614		37,742		39,403
APAC	APAC	5,431		6,249			APAC	9,606		7,964		15,037		14,213
Japan	Japan	10,329		11,540			Japan	12,376		13,650		22,705		25,190
EMEA	EMEA	11,975		11,925			EMEA	6,914		7,806		18,889		19,731
Total revenue	Total revenue	$	57,691	$	62,672		Total revenue	$	65,817	$	67,973	$	123,508	$	130,645

The following table is a summary of our long-lived assets which include property and equipment, net and operating lease right-of-use assets based on the physical location of the assets (in thousands):


		As of March 31, 2023		As of December 31, 2022			As of June 30, 2023		As of December 31, 2022
Americas	Americas	$	39,093	$	37,420	Americas	$	41,019	$	37,420
Japan	Japan	1,645		1,852		Japan	1,510		1,852

Other	Other	1,566		1,668		Other	1,475		1,668
Total	Total	$	42,304	$	40,940	Total	$	44,004	$	40,940

10. Revenue

Contract Balances

The following table reflects contract balances with customers (in thousands):


		As of March 31, 2023		As of December 31, 2022			As of June 30, 2023		As of December 31, 2022
Accounts receivable, net	Accounts receivable, net	$	67,007	$	72,928	Accounts receivable, net	$	69,171	$	72,928

Deferred revenue, current	Deferred revenue, current	75,729		74,340		Deferred revenue, current	78,023		74,340
Deferred revenue, non-current	Deferred revenue, non-current	52,769		52,652		Deferred revenue, non-current	53,590		52,652

We receive payments from customers based upon billing cycles. Invoice payment terms usually range from 30 to 90 days.

Accounts receivable are recorded when the right to consideration becomes unconditional.

Contract assets include amounts related to our contractual right to consideration for performance obligations not yet billed and are included in prepaid and other current assets in the condensed consolidated balance sheets. The amounts were immaterial as of ~~March 31,~~June 30, 2023 and December 31, 2022.

Deferred revenue primarily consists of amounts that have been invoiced but not yet been recognized as revenue and consists of performance obligations pertaining to support and subscription services. We recognized revenue of ~~$25.2~~$26.1 million and ~~$24.6~~$19.6 million during the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, related to deferred revenues at the beginning of the respective periods. We recognized revenue of $51.3 million and $44.2 million during the six months ended June 30, 2023 and 2022, respectively, related to deferred revenues at the beginning of the respective periods.

Deferred Contract Acquisition Costs

We capitalize certain contract acquisition costs consisting of incremental sales commissions incurred to obtain customer contracts. Deferred commissions related to product revenues are recognized upon transfer of control to customers. Deferred commissions related to services revenue are recognized as the related performance obligations are met. Deferred commissions that will be recognized during the succeeding 12-month period are recorded as prepaid expenses and other current assets, and the remaining portion is recorded as other non-current assets. Amortization of deferred commissions is included in sales and marketing expense.

As of ~~March 31,~~June 30, 2023, the current and non-current portions of deferred contract acquisition costs were ~~$6.1~~$6.2 million and $4.1 million, respectively. As of December 31, 2022, the current and non-current portions of deferred contract acquisition costs were $6.1 million and $4.3 million, respectively. Related amortization expense was ~~$1.9~~$1.5 million and ~~$2.0~~$2.1 million for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, and was $3.4 million and $4.2 million for the six months ended June 30, 2023 and 2022, respectively.

We had no impairment loss in relation to the costs capitalized and no asset impairment charges related to contract assets during the three and six months ended ~~March 31,~~June 30, 2023 and 2022.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations, which include deferred revenues and amounts that will be invoiced and recognized as revenues in future periods.

We expect to recognize revenue on the remaining performance obligations as follows (in thousands):


		As of ~~March 31,~~June 30, 2023

Within 1 year		$	~~75,729~~78,023
Next 2 to 3 years		~~43,409~~44,010
Thereafter		~~9,360~~9,580
	Total	$	~~128,498~~131,613

11. Subsequent Events

On ~~May 4,~~July 26, 2023, the Company announced its Board of Directors declared a quarterly cash dividend. The dividend, in the amount of $0.06 per share outstanding, will be paid on ~~June~~September 1, 2023 to stockholders of record on ~~May~~August 15, 2023 as a return of capital. Future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw the quarterly dividend in future periods as it reviews the Company’s capital allocation strategy from time-to-time.

2021

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this document. In addition to historical information, the MD&A contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Note Regarding Forward-Looking Statements” and other risk factors contained in Part I, Item 1A “Risk Factors” in our 2022 Annual Report.

Overview

2122

During the three months ended ~~March 31,~~June 30, 2023, (i) ~~52%~~56% of our total revenue was generated from the Americas region, of which ~~42%~~48% was generated from the United States, (ii) ~~27%~~33% from the APJ region, of which ~~18%~~19% was generated from Japan, and (iii) ~~21%~~11% from the EMEA region. During the three months ended ~~March 31,~~June 30, 2022, (i) ~~53%~~57% of our total revenue was generated from the Americas region, of which ~~47%~~50% was generated from the United States, (ii) ~~28%~~32% from the APJ region, of which ~~18%~~20% was generated from Japan, and (iii) ~~19%~~11% from the EMEA region. One of our priorities is to strengthen our sales efforts in North America. Our enterprise customers accounted for ~~44%~~33% and 35% of our total revenue during the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, and our service provider customers accounted for ~~56%~~67% and 65% of our total revenue during the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively.

As a result of the nature of our target market and the current stage of our development, a substantial portion of our revenue comes from a limited number of large customers, including service providers and enterprise customers, in any period. Purchases by our ten largest end-customers accounted for ~~33%~~51% and ~~45%~~49% of our total revenue for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively. Sales to these large end-customers have typically been characterized by large but irregular purchases with long sales cycles. The timing of these purchases and the delivery of the purchased products are difficult to predict. Consequently, any acceleration or delay in anticipated product purchases by or deliveries to our largest customers could materially impact our revenue and operating results in any quarterly period. This may cause our quarterly revenue and operating results to fluctuate from quarter to quarter and make them difficult to predict.

As of ~~March 31,~~June 30, 2023, we had ~~$68.5~~$111.2 million of cash and cash equivalents and ~~$76.0~~$42.7 million of marketable securities. Cash ~~used in~~provided by operating activities was ~~$0.8~~$18.7 million during the ~~three~~six months ended ~~March 31,~~June 30, 2023, compared to ~~$15.9~~$24.7 million ~~of cash provided by operating activities~~ in the same period of 2022.

We intend to continue to invest for long-term growth. We have invested and expect to continue to invest in our product development efforts to deliver new products and additional features in our current products to address customer needs. In addition, we may expand our global sales and marketing organizations, expand our distribution channel partner programs and increase awareness of our solutions on a global basis. Our investments in growth in these areas may affect our short-term profitability.

2223

Results of Operations

A summary of our condensed consolidated statements of operations for the three and six months ended ~~March 31,~~June 30, 2023 and 2022 is as follows (dollars in thousands):


		Three Months Ended March 31,													Three Months Ended June 30,
		2023				2022				Increase (Decrease)					2023				2022				Increase (Decrease)
		Amount		Percent of Total Revenue		Amount		Percent of Total Revenue		Amount		Percent			Amount		Percent of Total Revenue		Amount		Percent of Total Revenue		Amount		Percent
Revenue:	Revenue:													Revenue:
Products	Products	$	31,182	54.1	%	$	37,045	59.1	%	$	(5,863)	(15.8)	%	Products	$	39,090	59.4	%	$	41,475	61.0	%	$	(2,385)	(5.8)	%
Services	Services	26,509		45.9		25,627		40.9		882		3.4		Services	26,727		40.6		26,498		39.0		229		0.9
Total revenue	Total revenue	57,691		100.0		62,672		100.0		(4,981)		(7.9)		Total revenue	65,817		100.0		67,973		100.0		(2,156)		(3.2)
Cost of revenue:	Cost of revenue:													Cost of revenue:
Products	Products	6,083		10.5		8,633		13.8		(2,550)		(29.5)		Products	9,436		14.3		9,518		14.0		(82)		(0.9)
Services	Services	4,133		7.2		4,206		6.7		(73)		(1.7)		Services	4,027		6.1		3,967		5.8		60		1.5
Total cost of revenue	Total cost of revenue	10,216		17.7		12,839		20.5		(2,623)		(20.4)		Total cost of revenue	13,463		20.5		13,485		19.8		(22)		(0.2)
Gross profit	Gross profit	47,475		82.3		49,833		79.5		(2,358)		(4.7)		Gross profit	52,354		79.5		54,488		80.2		(2,134)		(3.9)
Operating expenses:	Operating expenses:													Operating expenses:
Sales and marketing	Sales and marketing	22,334		38.7		22,782		36.3		(448)		(2.0)		Sales and marketing	20,868		31.7		21,773		31.9		(905)		(4.2)
Research and development	Research and development	11,665		20.2		12,887		20.6		(1,222)		(9.5)		Research and development	13,965		21.2		14,235		20.9		(270)		(1.9)
General and administrative	General and administrative	7,309		12.7		6,162		9.8		1,147		18.6		General and administrative	5,255		8.0		5,337		7.9		(82)		(1.5)
Total operating expenses	Total operating expenses	41,308		71.6		41,831		66.7		(523)		(1.3)		Total operating expenses	40,088		60.9		41,345		60.8		(1,257)		(3.0)
Income from operations	Income from operations	6,167		10.7		8,002		12.8		(1,835)		(22.9)		Income from operations	12,266		18.6		13,143		19.3		(877)		(6.7)
Non-operating income (expense), net:	Non-operating income (expense), net:													Non-operating income (expense), net:
Interest income	Interest income	973		1.7		119		0.2		854		717.6		Interest income	662		1.0		184		0.3		478		259.8
Other income (expense), net	Other income (expense), net	(2,218)		(3.8)		(632)		(1.1)		(1,586)		250.9		Other income (expense), net	1,884		2.9		301		0.3		1,583		525.9
Non-operating income (expense), net	Non-operating income (expense), net	(1,245)		(2.2)		(513)		(0.9)		(732)		142.7		Non-operating income (expense), net	2,546		3.9		485		0.6		2,061		424.9
Income before provision for (benefit from) income taxes	Income before provision for (benefit from) income taxes	4,922		8.5		7,489		11.9		(2,567)		(34.3)		Income before provision for (benefit from) income taxes	14,812		22.5		13,628		20.0		1,184		8.7
Provision for income taxes	Provision for income taxes	964		1.7		1,140		1.8		(176)		(15.4)		Provision for income taxes	3,186		4.8		3,212		4.7		(26)		(0.8)
Net income	Net income	$	3,958	6.9	%	$	6,349	10.1	%	$	(2,391)	(37.7)	%	Net income	$	11,626	17.7	%	$	10,416	15.3	%	$	1,210	11.6	%


	Six Months Ended June 30,
	2023				2022				Increase (Decrease)
	Amount		Percent of Total Revenue		Amount		Percent of Total Revenue		Amount		Percent
Revenue:
Products	$	70,272	56.9	%	$	78,520	60.1	%	$	(8,248)	(10.5)	%
Services	53,236		43.1		52,125		39.9		1,111		2.1
Total revenue	123,508		100.0		130,645		100.0		(7,137)		(5.5)
Cost of revenue:
Products	15,519		12.6		18,151		13.9		(2,632)		(14.5)
Services	8,160		6.6		8,173		6.3		(13)		(0.2)
Total cost of revenue	23,679		19.2		26,324		20.1		(2,645)		(10.0)
Gross profit	99,829		80.8		104,321		79.9		(4,492)		(4.3)
Operating expenses:
Sales and marketing	43,202		35.0		44,555		34.1		(1,353)		(3.0)
Research and development	25,630		20.8		27,122		20.8		(1,492)		(5.5)
General and administrative	12,564		10.2		11,499		8.7		1,065		9.3
Total operating expenses	81,396		65.9		83,176		63.7		(1,780)		(2.1)
Income from operations	18,433		14.9		21,145		16.2		(2,712)		(12.8)
Non-operating income (expense), net:
Interest income	1,635		1.3		304		0.2		1,331		437.8
Other income (expense), net	(334)		(0.3)		(332)		(0.3)		(2)		0.6
Non-operating income (expense), net	1,301		1.1		(28)		—		1,329		(4,746.4)
Income before provision for (benefit from) income taxes	19,734		16.0		21,117		16.2		(1,383)		(6.5)
Provision for (benefit from) income taxes	4,150		3.4		4,352		3.3		(202)		(4.6)
Net income	$	15,584	12.6	%	$	16,765	12.8	%	$	(1,181)	(7.0)	%

Revenue

Our products revenue primarily consists of revenue from sales of our hardware appliances upon which our software is installed. Such software includes our ACOS software platform plus one or more of our ADC, CGN, TPS, SSLi or CFW solutions. Purchase of a hardware appliance includes a perpetual license to the included software. Additionally, an immaterial portion of our products revenue comes from subscription revenue. We offer several products by subscription, primarily through either term-based license agreements or as a service through our cloud-based platform. With respect to sales of our hardware appliances, we recognize products revenue upon transfer of control, generally at the time of shipment, provided that all other revenue recognition criteria have been met. Revenue for term-based license agreements is recognized at a point in time when we deliver the software license to the customer and the subscription term has commenced. For our software-as-a-service offerings, our customers do not take possession of our software but rather we provide access to the service via a hosting arrangement. Revenue in these arrangements is recognized ratably as the services are provided. As a percentage of revenue, our products revenue may vary from quarter to quarter based on, among other things, the timing of orders and delivery of products,

cyclicality and seasonality, changes in currency exchange rates and the impact of significant transactions with unique terms and conditions.

We generate services revenue from sales of post contract support (“PCS”), which is bundled with sales of products and technical services. We offer tiered PCS services under renewable, fee-based PCS contracts, primarily including technical

support, hardware repair and replacement parts, and software upgrades on a when-and-if-available basis. We recognize services revenue ratably over the term of the PCS contract, which is typically one year, but can be up to seven years.

A summary of our total revenue is as follows (dollars in thousands):


		Three Months Ended March 31,													Three Months Ended June 30,
		2023				2022				Increase (Decrease)					2023				2022				Increase (Decrease)
		Amount		Percent of Total Revenue		Amount		Percent of Total Revenue		Amount		Percent			Amount		Percent of Total Revenue		Amount		Percent of Total Revenue		Amount		Percent
Revenue:	Revenue:													Revenue:
Products	Products	$	31,182	54	%	$	37,045	59	%	$	(5,863)	(16)	%	Products	$	39,090	59	%	$	41,475	61	%	$	(2,385)	(6)	%
Services	Services	26,509		46		25,627		41		882		3		Services	26,727		41		26,498		39		229		1
Total revenue	Total revenue	$	57,691	100	%	$	62,672	100	%	$	(4,981)	(8)	%	Total revenue	$	65,817	100	%	$	67,973	100	%	$	(2,156)	(3)	%
Revenue by geographic region:	Revenue by geographic region:													Revenue by geographic region:
Americas	Americas	$	29,956	52	%	$	32,958	53	%	$	(3,002)	(9)	%	Americas	$	36,921	56	%	$	38,553	57	%	$	(1,632)	(4)	%
United States	United States	24,121		42	%	29,174		47	%	(5,053)		(17)	%	United States	31,840		48	%	33,756		50	%	(1,916)		(6)	%
Americas-other	Americas-other	5,835		10	%	3,784		6	%	2,051		54	%	Americas-other	5,081		8	%	4,797		7	%	284		6	%
APJ	APJ	15,760		27	%	17,789		28	%	(2,029)		(11)	%	APJ	21,982		33	%	21,614		32	%	368		2	%
APAC	APAC	5,431		9	%	6,249		10	%	(818)		(13)	%	APAC	9,606		15	%	7,964		12	%	1,642		21	%
Japan	Japan	10,329		18	%	11,540		18	%	(1,211)		(10)	%	Japan	12,376		19	%	13,650		20	%	(1,274)		(9)	%
EMEA	EMEA	11,975		21	%	11,925		19	%	50		—		EMEA	6,914		11	%	7,806		11	%	(892)		(11)
Total revenue	Total revenue	$	57,691	100	%	$	62,672	100	%	$	(4,981)	(8)	%	Total revenue	$	65,817	100	%	$	67,973	100	%	$	(2,156)	(3)	%


	Six Months Ended June 30,
	2023				2022				Increase (Decrease)
	Amount		Percent of Total Revenue		Amount		Percent of Total Revenue		Amount		Percent
Revenue:
Products	$	70,272	57	%	$	78,520	60	%	$	(8,248)	(11)	%
Services	53,236		43		52,125		40		1,111		2
Total revenue	$	123,508	100	%	$	130,645	100	%	$	(7,137)	(5)	%
Revenue by geographic region:
Americas	$	66,877	54	%	$	71,511	55	%	$	(4,634)	(6)	%
United States	55,961		45	%	62,930		48	%	(6,969)		(11)	%
Americas-other	10,916		9	%	8,581		7	%	2,335		27	%
APJ	37,742		31	%	39,403		30	%	(1,661)		(4)	%
APAC	15,037		12	%	14,213		11	%	824		6	%
Japan	22,705		18	%	25,190		19	%	(2,485)		(10)	%
EMEA	18,889		15	%	19,731		15	%	(842)		(4)
Total revenue	$	123,508	100	%	$	130,645	100	%	$	(7,137)	(5)	%

Three Months Ended June 30, 2023 and 2022

Total revenue decreased ~~$5.0~~$2.2 million, or 8%3%, during the three months ended ~~March 31,~~June 30, 2023, compared to the same period of 2022. Changes in revenue were due primarily to (i) a ~~$3.0~~$1.6 million decrease in the Americas region, comprised of a decrease in the United States of ~~$5.1~~$1.9 million and an increase in Americas-other of ~~$2.1~~$0.3 million, (ii) a ~~$2.0~~$0.4 million ~~decrease~~increase in the APJ region, comprised of ~~a decrease~~an increase in APAC of ~~$0.8~~$1.6 million and a decrease in Japan of ~~$1.2~~$1.3 million and (iii) a ~~$0.1~~ $0.9

million decrease in the EMEA region. The overall decrease in revenue was attributable to a ~~$8.2~~$2.3 million decrease in revenue from enterprise customers, partially offset by a ~~$3.2~~$0.1 million increase in revenue from service provider customers during the three months ended March 31, 2023 compared to the same period of 2022. Products revenue decreased $5.9 million, of which $4.1 million was from the Americas region and $1.8 million was from the APJ region, while services revenue increased $0.9 million primarily from the Americas region during the three months ended March 31,June 30, 2023 compared to the same period of 2022.

Products revenue decreased ~~$5.9~~$2.4 million, or ~~16%~~6%, during the three months ended ~~March 31,~~June 30, 2023 compared to the same period of 2022, as a result of a decrease in demand from our ~~service provider~~enterprise customers in the Americas regions.

Services revenue increased ~~$0.1~~$0.2 million, or 3%1%, during the three months ended ~~March 31,~~June 30, 2023, compared to the same periods of 2022, primarily attributable to an increase in PCS sales as a result of our growing installed customer base, especially in our Americas region.

During the three months ended ~~March 31,~~June 30, 2023, ~~$30.0~~$36.9 million, or ~~52%~~56% of total revenue, was generated from the Americas region, which represents a 9%4% decrease in revenue compared to the same period of 2022. The decrease was primarily due to lower products revenue due to a decrease in demand from our service provider customers.

During the three months ended ~~March 31,~~June 30, 2023, ~~$15.8~~$22.0 million, or ~~27%~~33% of total revenue, was generated from the APJ region, which represents an 2% increase compared to the same period of 2022. The increase was primarily due to higher products revenue due to an increase in demand from our service provider customers.

During the three months ended June 30, 2023, $6.9 million, or 11% of total revenue, was generated from the EMEA region, which represents a 11% decrease compared to the same period of 2022. The decrease was primarily due to lower products revenue due to a decrease in demand from our service provider customers.

24Six Months Ended June 30, 2023 and 2022

Total revenue decreased $7.1 million, or 5%, during the six months ended June 30, 2023, compared to the same period of 2022. Changes in revenue were due primarily to (i) a $4.6 million decrease in the Americas region, comprised of a decrease in the United States of $6.9 million and an increase in Americas-other of $2.3 million, (ii) a $1.7 million decrease in the APJ region, comprised of a decrease in Japan of $2.5 million and an increase in APAC of $0.8 million and (iii) a $0.8 million decrease in the EMEA region. The overall decrease in revenue was attributable to a $8.1 million decrease in revenue from service provider customers, partially offset by a $0.9 million increase in revenue from enterprise customers during the six months ended June 30, 2023 compared to the same period of 2022.

Products revenue decreased $8.2 million, or 11%, during the six months ended June 30, 2023 compared to the same period of 2022, as a result of a decrease in demand from our service provider customers in the Americas regions.

Services revenue increased $1.1 million, or 2%, during the six months ended June 30, 2023, compared to the same periods of 2022, primarily attributable to an increase in PCS sales as a result of our growing installed customer base, especially in our Americas region.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, ~~$12.0~~$66.9 million, or ~~21%~~54% of total revenue, was generated from the Americas region, which represents a 6% decrease in revenue compared to the same period of 2022. The decrease was primarily due to lower products revenue due to a decrease in demand from our enterprise customers.

During the six months ended June 30, 2023, $37.7 million, or 31% of total revenue, was generated from the APJ region, which represents an 4% decrease compared to the same period of 2022. The decrease was primarily due to lower products and services revenue due to a decrease in demand from our enterprise customers.

During the six months ended June 30, 2023, $18.9 million, or 15% of total revenue, was generated from the EMEA region, which represents a 1%4% decrease compared to the same period of 2022. The decrease was primarily due to lower products revenue due to a decrease in demand from our service provider customers.

Cost of Revenue, Gross Profit and Gross Margin

Cost of Revenue

Cost of products revenue is primarily comprised of cost of third-party manufacturing services and cost of inventory for the hardware component of our products. Cost of products revenue also includes warehouse personnel costs, shipping costs,

inventory write-downs, certain allocated facilities and information technology infrastructure costs, and expenses associated with logistics and quality control.

Cost of services revenue is primarily comprised of personnel costs for our technical support and training teams. Cost of services revenue also includes the costs of inventory used to provide hardware replacements to end- customers under PCS contracts and certain allocated facilities and information technology infrastructure costs.

A summary of our cost of revenue is as follows (dollars in thousands):


		Three Months Ended March 31,				Increase (Decrease)					Three Months Ended June 30,				Increase (Decrease)
		2023		2022		Amount		Percent			2023		2022		Amount		Percent
Cost of revenue:	Cost of revenue:									Cost of revenue:
Products	Products	$	6,083	$	8,633	$	(2,550)	(29.5)	%	Products	$	9,436	$	9,518	$	(82)	(0.9)	%
Services	Services	4,133		4,206		(73)		(1.7)		Services	4,027		3,967		60		1.5
Total cost of revenue	Total cost of revenue	$	10,216	$	12,839	$	(2,623)	(20.4)	%	Total cost of revenue	$	13,463	$	13,485	$	(22)	(0.2)	%


	Six Months Ended June 30,				Increase (Decrease)
	2023		2022		Amount		Percent
Cost of revenue:
Products	$	15,519	$	18,151	$	(2,632)	(14.5)	%
Services	8,160		8,173		(13)		(0.2)
Total cost of revenue	$	23,679	$	26,324	$	(2,645)	(10.0)	%

Products cost of revenue decreased ~~29.5%~~0.9% and 14.5% during the three and six months ended ~~March 31,~~June 30, 2023, respectively, compared to the same periods of 2022, primarily due to a decrease in products revenue.

Services cost of revenue increased 1.5% and decreased ~~1.7%~~0.2% during the three and six months ended ~~March 31,~~June 30, 2023, respectively, compared to the same periods of 2022, primarily driven by the mix of services delivered, which include technical support, training and service costs.

Gross Margin

Gross margin may vary and be unpredictable from period to period due to a variety of factors. These may include the mix of revenue from each of our regions, the mix of our products sold within a period, discounts provided to customers, inventory write-downs and foreign currency exchange rates.

Our sales are generally denominated in U.S. Dollars; however, in Japan, our sales are denominated in Japanese Yen.

Any of the factors noted above can generate either a favorable or unfavorable impact on gross margin.

A summary of our gross profit and gross margin is as follows (dollars in thousands):


	Three Months Ended June 30,
	2023				2022				Increase (Decrease)
	Amount		Gross Margin		Amount		Gross Margin		Amount		Gross Margin
Gross profit:
Products	$	29,654	75.9	%	$	31,957	77.1	%	$	(2,303)	(1.2)	%
Services	22,700		84.9		22,531		85.0		169		(0.1)
Total gross profit	$	52,354	79.5	%	$	54,488	80.2	%	$	(2,134)	(0.7)	%

Three Months Ended March 31,
2023 2022 Increase (Decrease)
Amount Gross Margin Amount Gross Margin Amount Gross Margin
Gross profit:
Products $ 25,099 80.5 % $ 28,412 76.7 % $ (3,313) 3.8 %
Services 22,376 84.4 21,421 83.6 955 0.8
Total gross profit $ 47,475 82.3 % $ 49,833 79.5 % $ (2,358) 2.8 %


	Six Months Ended June 30,
	2023				2022				Increase (Decrease)
	Amount		Gross Margin		Amount		Gross Margin		Amount		Gross Margin
Gross profit:
Products	$	54,753	77.9	%	$	60,369	76.9	%	$	(5,616)	1.0	%
Services	45,076		84.7		43,952		84.3		1,124		0.4
Total gross profit	$	99,829	80.8	%	$	104,321	79.9	%	$	(4,492)	0.9	%

Products gross margin decreased ~~3.8%~~1.2% during the three months ended ~~March 31,~~June 30, 2023 compared to the same period of 2022, primarily due to a decrease in products revenue. Products gross margin increased 1.0% during the six months ended June 30, 2023 compared to the same period of 2022, primarily due to the Company’s cost savings efforts.

Services gross margin decreased 0.1% and increased ~~0.8%~~0.4% during the three and six months ended ~~March 31,~~June 30, 2023, respectively, compared to the same ~~period~~periods of 2022, primarily driven by the mix of services delivered, which include technical support, training and service costs.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development and general and administrative expenses. The largest component of our operating expenses is personnel costs which consist of wages, benefits, bonuses, and, with respect to sales and marketing expenses, sales commissions. Personnel costs also include stock-based compensation.

A summary of our operating expenses is as follows (dollars in thousands):


		Three Months Ended March 31,				Increase (Decrease)					Three Months Ended June 30,				Increase (Decrease)
		2023		2022		Amount		Percent			2023		2022		Amount		Percent
Operating expenses:	Operating expenses:									Operating expenses:
Sales and marketing	Sales and marketing	$	22,334	$	22,782	$	(448)	(2.0)	%	Sales and marketing	$	20,868	$	21,773	$	(905)	(4.2)	%
Research and development	Research and development	11,665		12,887		(1,222)		(9.5)		Research and development	13,965		14,235		(270)		(1.9)
General and administrative	General and administrative	7,309		6,162		1,147		18.6		General and administrative	5,255		5,337		(82)		(1.5)
Total operating expenses	Total operating expenses	$	41,308	$	41,831	$	(523)	(1.3)	%	Total operating expenses	$	40,088	$	41,345	$	(1,257)	(3.0)	%


	Six Months Ended June 30,				Increase (Decrease)
	2023		2022		Amount		Percent
Operating expenses:
Sales and marketing	$	43,202	$	44,555	$	(1,353)	(3.0)	%
Research and development	25,630		27,122		(1,492)		(5.5)
General and administrative	12,564		11,499		1,065		9.3
Total operating expenses	$	81,396	$	83,176	$	(1,780)	(2.1)	%

Sales and Marketing

Sales and marketing expenses are our largest functional category of operating expenses and primarily consist of personnel costs. Sales and marketing expenses also include the cost of marketing programs, trade shows, consulting services, promotional materials, demonstration equipment, depreciation and certain allocated facilities and information technology infrastructure costs.

Sales and marketing operating expenses decreased ~~$0.4~~$0.9 million, or ~~2.0%~~4.2%, in the three months ended ~~March 31,~~June 30, 2023, compared to the same period in 2022, and decreased $1.4 million, or 3.0%, in the six months ended June 30, 2023, compared to the same period in 2022, primarily due to a decrease in personnel costs.

In 2023, we expect sales and marketing expenses to increase from 2022 levels in line with overall revenue growth as we apply a disciplined approach to focus our investments in areas that offer the greatest opportunities.

Research and Development

Research and development efforts are focused on new product development and on developing additional functionality for our existing products. These expenses primarily consist of personnel costs, and, to a lesser extent, prototype materials,

depreciation and certain allocated facilities and information technology infrastructure costs. We expense research and development costs as incurred.

Research and development operating expenses decreased ~~$1.2~~$0.3 million, or ~~9.5%~~1.9%, in the three months ended ~~March 31,~~June 30, 2023, compared to the same period in 2022, and decreased $1.5 million, or 5.5%, in the six months ended June 30, 2023, compared to the same period in 2022, primarily due to a decrease in personnel costs.

In 2023, we expect research and development expenses to increase from 2022 levels reflecting strategic investments in our growth priorities, including cybersecurity technology.

General and Administrative

General and administrative expenses primarily consist of personnel costs, professional services and office expenses. General and administrative personnel costs include executive, finance, human resources, information technology, facility and legal related expenses. Professional services primarily consist of fees for outside accounting, tax, external legal counsel (including litigation), recruiting and other administrative services.

General and administrative operating expenses ~~increased $1.1~~decreased $0.1 million, or ~~18.6%~~1.5%, in the three months ended ~~March 31,~~June 30, 2023, compared to the same period in 2022, primarily due to a decrease in contractor costs. General and administrative operating expenses increased $1.1 million, or 9.3%, in the six months ended June 30, 2023, compared to the same period in 2022, primarily due to an increase in personnel costs due to an increase in headcount.

In 2023, we expect general and administrative expenses to remain stable as we apply a disciplined approach to focus our investments in areas that offer the greatest opportunities.

Non-Operating Income (Expense), Net

Non-Operating income (expense), net, consists primarily of foreign currency exchange gains and losses, partially offset by interest income earned on our cash and cash equivalents and marketable securities.

Non-operating income (expense), net, had ~~an unfavorable~~a favorable change of ~~$0.7~~$2.1 million for the three months ended ~~March 31,~~June 30, 2023, ~~respectively,~~compared to the same period of 2022, and had a favorable change of $1.3 million for the six months ended June 30, 2023, compared to the same period of 2022. The ~~unfavorable~~favorable change for the three and six months ended ~~March 31,~~June 30, 2023 was primarily driven by ~~an unfavorable~~a favorable change ~~of $1.6 million~~ in foreign exchange gains and losses. Foreign currency exchange gains and losses are primarily as a result of fluctuations in the Japanese Yen versus the U.S. Dollar. Interest income increased ~~$0.9~~$0.5 million for the three months ended ~~March 31,~~June 30, 2023, compared to the same period of 2022, and increased $1.3 million for the six months ended June 30, 2023, compared to the same period of 2022.

Provision for Income Taxes

We recorded an income tax provision of ~~$1.0~~$3.2 million ~~and $1.1 million~~ for both of the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, and we recorded an income tax provision of $4.2 million and $4.4 million for the six months ended June 30, 2023 and 2022, respectively. Our income tax provision for the three and six months ended ~~March 31,~~June 30, 2023 and 2022 primarily consisted of U.S. federal and state taxes.

Liquidity and Capital Resources

As of ~~March 31,~~June 30, 2023, we had cash and cash equivalents of ~~$68.5~~$111.2 million, including $3.3 million held outside the United States in our foreign subsidiaries, and ~~$76.0~~$42.7 million of marketable securities. We currently do not have any plans to repatriate our earnings from our foreign operations. As of ~~March 31,~~June 30, 2023, we had working capital of ~~$141.9~~$149.4 million, accumulated deficit of ~~$126.5~~$114.9 million and total stockholders’ equity of ~~$185.5~~$192.9 million. Our marketable securities are highly liquid and are classified as available for sale should the Company decide to quickly raise cash at any time in the future.

We plan to continue to invest for long-term growth, and our investment may increase. We believe that our existing cash and cash equivalents and marketable securities will be sufficient to meet our anticipated cash needs for at least the next 12 months and beyond. Our future capital requirements will depend on many factors, including our growth rate, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new and enhanced product and service offerings and the continuing market acceptance of our products. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition could be adversely affected.

~~March 31,~~ June 30, 2022, the Company repurchased ~~2.1~~247.9 thousand shares for a total cost of $3.4 million under the 2021 Program. During the six months ended June 30, 2022, the company repurchased 2.4 million shares for a total cost of ~~$28.3 million under the 2021 Program.~~$31.8 million. This repurchase program was active for twelve months and expired in the second half of 2022.

On November 1, 2022, the Company announced its Board of Directors authorized a new stock repurchase program (the “2022 Program”) of up to $50 million of its common stock over a period of twelve months. During the three and six months ended June 30, 2023, the Company repurchased 0.4 million shares for a total cost of $6.2 million. Under all programs, repurchased shares are held in treasury at cost. The Company’s stock repurchase programs do not obligate us to acquire any specific number of shares. Shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. ~~Through March 31, 2023, no shares had been repurchased under the 2022 Program.~~

In October 2021, our Board approved the initiation of a regular quarterly cash dividend on our common stock. In the three months ended ~~March 31,~~June 30, 2022, the Company paid a cash dividend of $0.05 per share outstanding, for a total of ~~$3.9~~$3.8 million as a return of capital. In the three months ended ~~March 31,~~June 30, 2023, the Company paid a cash dividend of $0.06 per share outstanding, for a total of $4.4 million as a return of capital. The next dividend, in the amount of $0.06 per share, will be paid on ~~June~~September 1, 2023 to stockholders of record on ~~May~~August 15, 2023 as a return of capital. We currently anticipate that we will continue to pay comparable quarterly cash dividends in the future. However, the payment, amount and timing of future dividends remain within the discretion of our Board and will depend upon our results of operations, financial condition, cash requirements, and other factors.

As described in Part II – Item 1, “Legal Proceedings” of this Quarterly Report on Form 10-Q, from time to time we are involved in ongoing litigation. Any adverse settlements or judgments in any litigation could have a material adverse impact on our results of operations, cash balances and cash flows in the period in which such events occur.

Statements of Cash Flows

The following table summarizes our cash flow related activities (in thousands):


		Three Months Ended March 31,					Six Months Ended June 30,
		2023		2022			2023		2022
Cash provided by (used in):	Cash provided by (used in):					Cash provided by (used in):
Operating activities	Operating activities	$	(846)	$	15,908	Operating activities	$	18,722	$	24,740
Investing activities	Investing activities	5,367		4,951		Investing activities	37,039		17,028
Financing activities	Financing activities	(3,973)		(32,026)		Financing activities	(12,551)		(36,451)
Net increase (decrease) in cash and cash equivalents		$	548	$	(11,167)
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	$	43,210	$	5,317

Cash Flows from Operating Activities

Our cash provided by operating activities is driven primarily by sales of our products and management of working capital investments. Our primary uses of cash from operating activities have been for personnel-related expenditures, manufacturing costs, marketing and promotional expenses and costs related to our facilities. Our cash flows from operating activities will continue to be affected principally by the extent to which we increase spending on our business and our working capital requirements.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, cash ~~used in~~provided by operating activities was ~~$0.8~~$18.7 million, consisting of net income of ~~$4.0~~$15.6 million and non-cash charges of ~~$5.7~~$11.3 million, partially offset by a decrease in cash resulting from the net

change in operating assets and liabilities of ~~$10.5~~$8.1 million. Our non-cash charges consisted primarily of depreciation and amortization expenses of ~~$2.1~~$4.3 million and stock-based compensation expense of ~~$3.7~~$7.2 million. The net change in our operating assets and liabilities primarily reflects cash outflows from the changes in accrued liabilities of ~~$17.0~~$17.1 million, inventory of ~~$1.5~~$1.7 million and accounts payable of ~~$0.7~~$1.5 million, partially offset by cash inflows from changes in ~~accounts receivable of $5.7 million,~~ prepaid expense and other assets of ~~$1.5~~$3.8 million, accounts receivable of $3.7 million and deferred revenue of ~~$1.5~~$4.6 million.

The unfavorable change in accrued liabilities was attributed to cash bonus and commission accruals. The unfavorable change in inventory was attributable to product shipments made in the ~~three~~six months ended ~~March 31,~~June 30, 2023. The unfavorable change in accounts payable was attributable to the timing of payments to vendors. ~~The favorable change in accounts receivable was attributed to timing of billing and cash collections.~~ The favorable change in prepaid expenses and other assets was primarily due to the release and return of a security deposit. The favorable change in ~~deferred revenue was attributable to the timing of service contract bookings.~~

During the three months ended March 31, 2022, cash provided by operating activities was $15.9 million, consisting of net income of $6.3 million, non-cash charges of $5.6 million and an increase in cash resulting from the net change in operating assets and liabilities of $4.0 million. Our non-cash charges consisted primarily of depreciation and amortization expenses of $1.8 million and stock-based compensation expense of $3.5 million. The net change in our operating assets and liabilities primarily reflects cash inflows from the changes in accounts receivable of $12.5 million and inventory of $1.4 million, partially offset by cash outflows from changes in accrued liabilities of $6.3 million, accounts payable of $1.9 million and prepaid expenses and other current assets of $1.6 million.

~~The favorable change in~~ accounts receivable was attributed to timing of billing and cash collections. The favorable change in ~~inventory~~deferred revenue was attributable to the timing of ~~shipments. The unfavorable~~service contract bookings.

During the six months ended June 30, 2022, cash provided by operating activities was $24.7 million, consisting of net income of $16.8 million and non-cash charges of $10.1 million, partially offset by a decrease in cash resulting from the net change in operating assets and liabilities of $2.2 million. Our non-cash charges consisted primarily of depreciation and amortization expenses of $3.7 million and stock-based compensation expense of $6.3 million. The net change in our operating assets and liabilities primarily reflects cash outflows from the changes in accounts receivable of $5.6 million and prepaid expenses and other current assets of $2.2 million and accounts payable of $1.3 million, partially offset by cash inflows from changes in deferred revenue of $6.2 million and accrued liabilities ~~was attributed to cash bonus and commission payments made in the three months ended March 31, 2022.~~ of $0.7 million.

The unfavorable change in accounts ~~payable~~receivable was ~~attributable~~attributed to ~~the~~ timing of ~~payments to vendors.~~billing and cash collections. The unfavorable change in prepaid expenses and other current assets was primarily due to a net increase in deferred commissions payable. The unfavorable change in accounts payable was attributable to the timing of payments to vendors. The favorable change in deferred revenue was attributable to the timing of service contract bookings. The favorable change in accrued liabilities was attributed to cash bonus and commission accruals made in the six months ended June 30, 2022.

Cash Flows from Investing Activities

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, cash provided by investing activities was ~~$5.4 million, consisting of maturities of marketable securities of $29.3 million, partially offset by purchases of marketable securities of $21.2 million and property and equipment of $2.7 million.~~

~~During the three months ended March 31, 2022, cash provided by investing activities was $5.0~~$37.0 million, consisting of sales and maturities of marketable securities of ~~$21.7~~$86.8 million, partially offset by purchases of marketable securities of ~~$13.6~~$44.7 million and property and equipment of ~~$3.1~~$5.1 million.

During the six months ended June 30, 2022, cash provided by investing activities was $17.0 million, consisting of maturities of marketable securities of $39.1 million, partially offset by purchases of marketable securities of $21.6 million and property and equipment of $5.0 million.

Cash Flows from Financing Activities

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, cash used in financing activities was ~~$4.0~~$12.6 million and primarily consisting of ~~$4.4~~$8.9 million used for cash dividend payments and $6.2 million used for the repurchase of common stock, partially offset by ~~$0.4~~$2.6 million of proceeds from common stock issued under the Company’s equity plans.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, cash used in financing activities was ~~$32.0~~$38.2 million and primarily consisting of ~~$28.3~~$31.8 million of cash used to repurchase stock under the Company’s stock repurchase program and ~~$3.9~~$7.7 million used for cash dividend payments.

Contractual Obligations

Our contractual obligations consist of non-cancellable operating lease arrangements and totaled ~~$20.5~~$19.2 million as of ~~March 31,~~June 30, 2023. Our operating lease arrangements expire on various dates through July 2027. These arrangements require us to pay certain operating expenses, such as taxes, repairs and insurance, and contain renewal and escalation clauses.

The Company also has ~~$7.1~~$7.2 million of tax liabilities related to uncertain tax positions as of ~~March 31,~~June 30, 2023. We are unable to make a reasonably reliable estimate of the timing of settlement, if any, of these future payments.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

The Company’s significant accounting policies are disclosed in Part II – Item 8, “Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023. There have been no material changes to the Company’s significant accounting policies during the ~~three~~six months ended ~~March 31,~~June 30, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

Our condensed consolidated results of operations, financial position and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Historically, the majority of our revenue contracts are denominated in U.S. Dollars, with the most significant exception being Japan where we invoice primarily in Japanese Yen. Our costs and expenses are generally denominated in the currencies where our operations are located, which is primarily in the Americas, EMEA and, to a lesser extent, Japan and the Asia Pacific region. We have a hedging program with respect to foreign currency risk. Revenue resulting from selling in local currencies and costs and expenses incurred in local currencies are exposed to foreign currency exchange rate fluctuations, which can affect our revenue and operating income. As exchange rates vary, operating income may differ from expectations.

The functional currency of our foreign subsidiaries is the U.S. Dollar. At the end of each reporting period, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses related to remeasurement are recorded in interest and other income, net in the condensed consolidated statements of operations. A significant fluctuation in the exchange rates between our subsidiaries’ local currencies, especially the Japanese Yen, British Pound and Euro, and the U.S. Dollar could have an adverse impact on our condensed consolidated financial position and results of operations.

We recorded $2.2 million and ~~$0.6~~$0.4 million of net foreign exchange gains during the three months ended June 30, 2023 and 2022, respectively, and we recorded $0.1 million and $0.2 million of net foreign exchange losses during the ~~three~~six months ended ~~March 31,~~June 30, 2023, ~~and 2022,~~ respectively. The effect of a hypothetical 10% change in our exchange rate would not have a significant impact on our condensed consolidated results of operations.

Interest Rate Sensitivity

Our exposure to market risk for changes in interest rates relates primarily to our marketable securities. Our marketable securities are comprised of corporate securities, U.S. Treasury and agency securities, commercial paper and asset-backed securities. We do not enter into investments for trading or speculative purposes. As of ~~March 31,~~June 30, 2023, our investment portfolio included marketable securities with an aggregate amortized cost basis of ~~$76.4~~$42.8 million and a fair value of ~~$76.0~~$42.7 million. The effect of a hypothetical 10% change in interest rates would not have had a material impact on our interest expense.

The following table presents the hypothetical fair values of our marketable securities assuming immediate parallel shifts in the yield curve of 50 basis points (“BPS”), 100 BPS and 150 BPS as of ~~March 31,~~June 30, 2023 (in thousands):

Fair Value as of
(150 BPS) (100 BPS) (50 BPS) 3/31/2023 50 BPS 100 BPS 150 BPS
Marketable securities $ 76,589 $ 76,400 $ 76,211 76,022 $ 75,833 $ 75,645 $ 75,455


							Fair Value as of
	(150 BPS)		(100 BPS)		(50 BPS)		6/30/2023	50 BPS		100 BPS		150 BPS
Marketable securities	$	43,222	$	43,058	$	42,894	42,730	$	42,566	$	42,402	$	42,238

ITEM 4. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures as of ~~March 31,~~June 30, 2023, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934, or the Exchange Act. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits to the SEC, under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and financial officers, as appropriate to enable timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, our management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our Chief Executive Officer and Chief Financial Officer, as our principal executive officer and principal financial officer, respectively, concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~March 31,~~June 30, 2023, and that the condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, and in conformity with U.S. GAAP, our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the three months ended ~~March 31,~~June 30, 2023, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We have been and may currently be involved in various legal proceedings, the outcomes of which are not within our complete control or may not be known for prolonged periods of time. Management is required to assess the probability of loss and amount of such loss, if any, in preparing our condensed consolidated financial statements. We evaluate the likelihood of a potential loss from legal proceedings to which we are a party. We record a liability for such claims when a loss is deemed probable and the amount can be reasonably estimated. Significant judgment may be required in the determination of both probability and whether an exposure is reasonably estimable. Our judgments are subjective based on the status of the legal proceedings, the merits of our defenses and consultation with in-house and outside legal counsel. As additional information becomes available, we reassess the potential liability related to pending claims and may revise our estimates. Due to the inherent uncertainties of the legal processes in the multiple jurisdictions in which we operate, our judgments may be materially different than the actual outcomes, which could have material adverse effects on our business, financial conditions and results of operations.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth under Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes to the risk factors disclosed in our 2022 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 1, 2022, we announced that our Board of Directors authorized a new $50 million share repurchase program (the “2022 Program”) under which we may repurchase up to $50 million of our outstanding common stock during the next 12 months. Under the share repurchase program, we may repurchase shares of common stock in the open market, privately negotiated transactions, in block trades or a combination of the foregoing. We are not obligated under the share repurchase program to repurchase any specific number or dollar amount of shares of common stock, and we may modify, suspend or discontinue the share repurchase program at any time. Our management and Board will determine the timing and amount of any repurchase in its discretion based on a variety of factors, such as the market price of our common stock, corporate requirements, general market economic conditions and legal requirements. The Company plans to fund repurchases from its existing cash balance and cash provided by operating activities. ~~Through March 31, 2023, no shares had been repurchased under the 2022 Program.~~

Share repurchase activity during the three months ended June 30, 2023 was as follows (in thousands, except per share amounts):


Periods	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
April 1 - 30, 2023		282	$	14.54	282	$	45,899

May 1 - 31, 2023		155	$	13.78	155	$	43,770

June 1 - 30, 2023		—	$	—	—	$	43,770

Total		437				$	43,770

(1) The $43,770 thousand in the table above represents the amount available to repurchase shares under the authorized repurchase program as of June 30, 2022. The Company’s active stock repurchase program (the “2022 Program”) does not obligate it to acquire any specific number of shares. Under the 2022 Program, shares may be repurchased in privately negotiated and/or open market transactions.

ITEM 5. OTHER INFORMATION

Trading Plans

On June 12, 2023, Dhrupad Trivedi, the Company's President and Chief Executive Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 60,606 shares of Company common stock between November 7, 2023 and November 9, 2023, subject to certain conditions.

On June 30, 2023 , Dhrupad Trivedi’s trading plan, dated November 10, 2022, intended to satisfy Rule 10b5-1(c) to sell up to 60,606 shares of Company common stock between February 14, 2023 and June 6, 2023, subject to certain conditions, terminated by its terms, under which no shares were ultimately sold.

ITEM 6. EXHIBITS

Incorporated herein by reference is a list of the exhibits contained in the Exhibit Index below.

EXHIBIT INDEX


Exhibit Number						Description
3.1						Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2019)
3.2						Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on December 6, 2019)
31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1**						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2**						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101*						Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I – Item 1, “Condensed Consolidated Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q
104*						Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

* Filed herewith.

** The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of A10 Networks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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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 thereunto duly authorized.


			A10 NETWORKS, INC.

Date: ~~May 4,~~August 1, 2023


			By: /s/ Dhrupad Trivedi
			Dhrupad Trivedi
			President and Chief Executive Officer (Principal Executive Officer)

Date: ~~May 4,~~August 1, 2023


			By: /s/ Brian Becker
			Brian Becker
			Chief Financial Officer (Principal Accounting and Financial Officer)

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