NIMBLE STORAGE INC FORM 10-K (Annual Report) Filed 04/02/15 for the Period Ending 01/31/15 Address 211 RIVER OAKS PARKWAY SAN JOSE, CA 95134 Telephone 408 432-9600 CIK 0001452751 Symbol NMBL SIC Code 3572 - Computer Storage Devices Fiscal Year 01/31 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2015 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-36233 (Commission File No.) Nimble Storage, Inc. (Exact name of Registrant as specified in its charter) Delaware 26 -1418899 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) 211 River Oaks Parkway San Jose, California 95134 (Address of principal executive offices) (Zip Code) (408) 432-9600 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.001 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 (Exchange Act) 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting Company) Smaller reporting company Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of voting stock held by non-affiliates of the Registrant on July 31, 2014, based on the closing price of $25.88 for shares of the Registrant’s common stock as reported by the New York Stock Exchange, was approximately $25.6 million. Shares of common stock held by each executive officer, director and their affiliated holders have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant has no non-voting common equity. As of March 25, 2015, there were approximately 77.5 million shares of the Registrant’s Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive Proxy Statement for the Registrant’s 2015 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the Registrant’s fiscal year ended January 31, 2015. Table of Contents TABLE OF CONTENTS Page Part I 1 Item 1. Business 1 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 35 Item 2. Properties 35 Item 3. Legal Proceedings 35 Item 4. Mine Safety Disclosures 36 Part II 37 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37 Item 6. Selected Financial Data 39 Item 7. Management ’s Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 57 Item 8. Financial Statements and Supplementary Data 62 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 91 Item 9A. Controls and Procedures 91 Item 9B. Other Information 91 Part III 92 Item 10. Directors, Executive Officers and Corporate Governance 92 Item 11. Executive Compensation 92 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 92 Item 13. Certain Relationships and Related Transactions, and Director Independence 92 Item 14. Principal Accounting Fees and Services 92 Part IV 93 Item 15. Exhibits and Financial Statement Schedules 93 Table of Contents PART I SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short- term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section and elsewhere in this report. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. 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. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report 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. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law. As used in this report, the terms “Nimble Storage,” “we,” “us,” and “our” mean Nimble Storage, Inc. and its subsidiaries unless the context indicates otherwise. ITEM 1. BUSINESS Overview Our continuing mission is to engineer and deliver the industry’s most efficient data storage platform. Our Adaptive Flash platform, comprising our CASL flash-optimized file system and our InfoSight cloud-based management software, is delivered as CS-series storage arrays coupled with support services and InfoSight subscription services. It enables IT organizations to accurately predict, manage and deliver the storage required to improve business applications and workloads across their IT environments. There are five foundational benefits that the Adaptive Flash platform provides to IT organizations: 1. Accelerate the performance of business-enabling applications while simultaneously lowering the cost of capacity associated with storing application data. 2. Scale storage performance and capacity in line with changing application and user requirements, such that our customers can start with an initial foot-print and scale to very large environments in terms of performance and capacity, in small granular increments without disrupting applications. 3. Safeguard applications and their associated data with integrated data protection and enterprise-grade reliability to prevent application outages and data loss. 1 Table of Contents 4. Simplify storage environments with InfoSight. InfoSight is a cloud-based software solution that uses deep data analytics to address customers’ storage management and support needs. It provides IT administrators with actionable intelligence to monitor their storage arrays, preempt support issues, maintain storage health, accurately forecast capacity and performance needs and benefit from best practices gleaned from our entire installed base of customers. 5. Speed up deployments by leveraging our SmartStack Integrated Infrastructure Solutions. Nimble SmartStack solutions comprise our storage arrays and software combined with partners’ compute, networking and software technologies in the form of reference architectures and best practices for specific workload environments.