UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
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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.
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).
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.
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Accelerated Filer |
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Non-accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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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
As of February 28, 2022, the registrant had
TABLE OF CONTENTS
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PAGE |
PART I. |
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Item 1 |
6 |
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
37 |
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Item 3 |
57 |
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Item 4 |
57 |
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PART II. |
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Item 1 |
58 |
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Item 1A |
58 |
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Item 2 |
58 |
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Item 3 |
58 |
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Item 4 |
58 |
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Item 5 |
58 |
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Item 6 |
58 |
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59 |
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60 |
3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains express and implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which statements involve substantial risks and uncertainties. Other than statements of historical fact, all statements contained in this Quarterly Report on Form 10-Q, 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," "plan," "intend," "could," "would," "expect," or words or expressions of similar substance or the negative thereof, that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. Forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding:
4
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 in light of the information currently available to us. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described under the heading "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2021 and in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for us 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 or implied in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and trends 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, performance, or events and circumstances reflected in the forward-looking statements will be achieved or will occur. The forward-looking statements in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise or publicly release the results of any revision to these forward-looking statements to reflect new information or the occurrence of unanticipated or subsequent events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.
5
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
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Condensed Consolidated Balance Sheets as of July 31, 2021 and January 31, 2022 |
7 |
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8 |
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9 |
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10 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2021 and 2022 |
12 |
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13 |
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13 |
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15 |
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18 |
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21 |
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23 |
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29 |
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31 |
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31 |
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32 |
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35 |
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35 |
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36 |
6
NUTANIX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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As of |
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July 31, |
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January 31, |
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(in thousands, except per share data) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accounts receivable, net of allowances of $ |
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Deferred commissions—current |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Deferred commissions—non-current |
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Intangible assets, net |
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Goodwill |
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Other assets—non-current |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Deficit |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued compensation and benefits |
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Accrued expenses and other current liabilities |
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Deferred revenue—current |
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Operating lease liabilities—current |
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Convertible senior notes, net—current |
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Total current liabilities |
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Deferred revenue—non-current |
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Operating lease liabilities—non-current |
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Convertible senior notes, net |
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Derivative liability |
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Other liabilities—non-current |
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Total liabilities |
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Stockholders’ deficit: |
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Preferred stock, par value of $ |
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Common stock, par value of $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ deficit |
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( |
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( |
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Total liabilities and stockholders’ deficit |
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$ |
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$ |
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See the accompanying notes to condensed consolidated financial statements.
7
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2021 |
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2022 |
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2021 |
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2022 |
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(in thousands, except per share data) |
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Revenue: |
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Product |
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$ |
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$ |
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$ |
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$ |
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Support, entitlements and other services |
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Total revenue |
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Cost of revenue: |
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Product |
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Support, entitlements and other services |
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Total cost of revenue |
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Gross profit |
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Operating expenses: |
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Sales and marketing |
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Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Other expense, net |
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( |
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( |
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( |
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( |
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Loss before provision for income taxes |
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( |
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( |
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( |
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( |
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Provision for income taxes |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per share attributable to Class A and Class B |
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$ |
( |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Weighted average shares used in computing net loss |
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See the accompanying notes to condensed consolidated financial statements.
8
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2021 |
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2022 |
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2021 |
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2022 |
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(in thousands) |
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Net loss |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive loss, net of tax: |
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Change in unrealized loss on available-for-sale |
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( |
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( |
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( |
) |
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( |
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Comprehensive loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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See the accompanying notes to condensed consolidated financial statements.
9
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
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Six Months Ended January 31, 2021 |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Capital |
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Income |
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Deficit |
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Deficit |
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(in thousands) |
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Balance - July 31, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Issuance of common stock through employee equity |
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— |
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— |
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— |
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Issuance of common stock from ESPP purchase |
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— |
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— |
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— |
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Repurchase and retirement of common stock |
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( |
) |
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— |
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( |
) |
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— |
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( |
) |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance - October 31, 2020 |
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( |
) |
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( |
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Issuance of common stock through employee equity |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance - January 31, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
10
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Six Months Ended January 31, 2022 |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Capital |
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Loss |
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Deficit |
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Deficit |
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(in thousands) |
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Balance - July 31, 2021 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Adoption of ASU 2020-06 |
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— |
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— |
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( |
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— |
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( |
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2026 Notes derivative liability reclassification |
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— |
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— |
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— |
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— |
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Issuance of common stock through employee equity |
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— |
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— |
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— |
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Issuance of common stock from ESPP purchase |
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— |
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— |
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— |
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Repurchase and retirement of common stock |
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( |
) |
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— |
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( |
) |
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— |
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( |
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( |
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Unwinding of 2023 Notes hedges |
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— |
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— |
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— |
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— |
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Unwinding of 2023 Notes warrants |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance - October 31, 2021 |
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( |
) |
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( |
) |
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( |
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|||
Issuance of common stock through employee equity |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net loss |
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— |
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— |
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— |
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— |
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|
( |
) |
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( |
) |
Balance - January 31, 2022 |
|
|
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|
$ |
|
|
$ |
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See the accompanying notes to condensed consolidated financial statements.
11
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
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Six Months Ended |
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2021 |
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2022 |
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(in thousands) |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
Adjustments to reconcile net loss to net cash (used in) provided by |
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Depreciation and amortization |
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Stock-based compensation |
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|
||
Change in fair value of derivative liability |
|
|
|
|
|
|
||
Loss on debt extinguishment |
|
|
|
|
|
|
||
Amortization of debt discount and issuance costs |
|
|
|
|
|
|
||
Operating lease cost, net of accretion |
|
|
|
|
|
|
||
Impairment of lease-related assets |
|
|
|
|
|
|
||
Non-cash interest expense |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Deferred commissions |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Accrued compensation and benefits |
|
|
|
|
|
( |
) |
|
Accrued expenses and other liabilities |
|
|
|
|
|
( |
) |
|
Operating leases, net |
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
|
|
|
|
||
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Maturities of investments |
|
|
|
|
|
|
||
Purchases of investments |
|
|
( |
) |
|
|
( |
) |
Sales of investments |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by investing activities |
|
|
( |
) |
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Payments of debt extinguishment costs |
|
|
|
|
|
( |
) |
|
Proceeds from unwinding of convertible note hedges |
|
|
|
|
|
|
||
Payments for unwinding of warrants |
|
|
|
|
|
( |
) |
|
Proceeds from sales of shares through employee equity |
|
|
|
|
|
|
||
Proceeds from the issuance of convertible notes, net of |
|
|
|
|
|
|
||
Repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
Payment of finance lease obligations |
|
|
|
|
|
( |
) |
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
$ |
( |
) |
|
$ |
|
|
Cash, cash equivalents and restricted cash—beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash—end of period |
|
$ |
|
|
$ |
|
||
Restricted cash (1) |
|
|
|
|
|
|
||
Cash and cash equivalents—end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of non-cash investing and |
|
|
|
|
|
|
||
Purchases of property and equipment included |
|
$ |
|
|
$ |
|
||
Finance lease liabilities arising from obtaining right-of-use |
|
$ |
|
|
$ |
|
||
Convertible senior notes offering costs included in accrued liabilities |
|
$ |
|
|
$ |
|
See the accompanying notes to condensed consolidated financial statements.
12
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. OVERVIEW AND BASIS OF PRESENTATION
Organization and Description of Business
Nutanix, Inc. was incorporated in the state of Delaware in September 2009. Nutanix, Inc. is headquartered in San Jose, California, and together with its wholly-owned subsidiaries (collectively, "we," "us," "our" or "Nutanix"), has operations throughout North America, Europe, Asia Pacific, the Middle East, Latin America, and Africa.
We provide a leading enterprise cloud platform, which we call the Nutanix Cloud Platform, that consists of software solutions and cloud services that power our customers' enterprise infrastructure. Our solutions run across private-, hybrid- and multicloud environments, and allow organizations to seamlessly "lift and shift" their workloads, including enterprise applications, high-performance databases, end-user computing and virtual desktop infrastructure ("VDI") services, cloud native workloads, and analytics applications, between different cloud environments. Our solutions are primarily sold through channel partners, including distributors, resellers and original equipment manufacturers ("OEMs") (collectively, "Partners"), and delivered directly to our end customers.
Principles of Consolidation and Significant Accounting Policies
The accompanying condensed consolidated financial statements, which include the accounts of Nutanix, Inc. and its wholly-owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") and are consistent in all material respects with those included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021, filed with the Securities and Exchange Commission ("SEC") on September 21, 2021. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements are unaudited, but include all adjustments of a normal recurring nature necessary for a fair presentation of our quarterly results. The consolidated balance sheet as of July 31, 2021 is derived from audited financial statements; however, it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021.
Use of Estimates
The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such management estimates and assumptions include, but are not limited to, the best estimate of selling prices for products and related support; useful lives and recoverability of intangible assets and property and equipment; allowance for credit losses; determination of fair value of stock-based awards; accounting for income taxes, including the valuation allowance on deferred tax assets and uncertain tax positions; warranty liability; purchase commitment liabilities to our OEMs; sales commissions expense and the period of benefit for deferred commissions; whether an arrangement is or contains a lease; the incremental borrowing rate to measure the present value of right-of-use assets and lease liabilities; the inputs used to determine the fair value of the contingent liability associated with the conversion feature of the
In response to the ongoing and rapidly evolving COVID-19 pandemic, we considered the impact of the estimated economic implications on our critical and significant accounting estimates, including assessment of collectibility of customer contracts, valuation of accounts receivable, provision for purchase commitments to our OEMs and impairment of long-lived assets, right-of-use assets, and deferred commissions.
13
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Concentration of Risk
Concentration of revenue and accounts receivable—We sell our products primarily through our Partners and occasionally directly to end customers. For the three and six months ended January 31, 2021 and 2022, no end customer accounted for more than
For each significant Partner, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable, net are as follows:
|
|
Revenue |
|
|
Accounts Receivable as of |
|
||||||||||||||||||
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
July 31, |
|
|
January 31, |
|
||||||||||||
Partners |
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
|
|
|
|
|
||||||
Partner A |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||
Partner B |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||
Partner C |
|
(1) |
|
|
(1) |
|
|
(1) |
|
|
(1) |
|
|
(1) |
|
|
|
% |
||||||
Partner D |
|
(1) |
|
|
(1) |
|
|
(1) |
|
|
(1) |
|
|
(1) |
|
|
|
% |
||||||
Partner E |
|
(1) |
|
|
(1) |
|
|
|
% |
|
|
% |
|
(1) |
|
|
(1) |
|
Summary of Significant Accounting Policies
Except for the accounting for our convertible senior notes, as described below, there have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021, filed with the SEC on September 21, 2021, that have had a material impact on our condensed consolidated financial statements.
Convertible Senior Notes
Our convertible senior notes, including any embedded conversion features, are accounted for under the traditional convertible debt accounting model and are treated as a liability, net of unamortized issuance costs. The carrying amount of the liability is classified as a current liability if we have committed to settle with current assets; otherwise, it is classified as a long-term liability, as we retain the option to settle conversion requests in shares of our Class A common stock. The embedded conversion features are not remeasured as long as they do not meet the separation requirement of a derivative; otherwise, they are classified as derivative instruments and accounted for as such. Issuance costs are amortized to interest expense using the effective interest rate method over the term of the notes. In accounting for conversions of the notes, the carrying amount of the converted notes is reduced by the total consideration paid or issued for the respective converted notes and the difference is recorded to additional paid-in capital on our condensed consolidated balance sheets. In accounting for extinguishments of the notes, the reacquisition price of the extinguished notes is compared to the carrying amount of the respective extinguished notes and a gain or loss is recorded in other expense, net on our condensed consolidated statements of operations.
14
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Recently Adopted Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate. ASU 2020-06 also provides for certain disclosures with regard to convertible instruments and associated fair values. We early adopted the new standard using the modified retrospective method effective
The adoption of this new guidance resulted in an increase in the carrying value of the
In May 2021, the FASB issued ASU 2021-04, Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which provides guidance on modifications or exchanges of a freestanding equity-classified written call option (such as warrants). An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The new standard is effective for all entities for fiscal years beginning after December 15, 2021, with early adoption permitted, including interim periods within those fiscal years. We early adopted the new standard effective August 1, 2021 and the adoption did not have a material impact on our condensed consolidated financial statements.
NOTE 2. REVENUE, DEFERRED REVENUE AND DEFERRED COMMISSIONS
Disaggregation of Revenue and Revenue Recognition
We generate revenue primarily from the sale of our enterprise cloud platform, which can be delivered pre-installed on an appliance that is configured to order or delivered separately to be utilized on a variety of certified hardware platforms. When the software license is not portable to other appliances, it can be used over the life of the associated appliance, while subscription term-based licenses typically have a term of to
15
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table depicts the disaggregation of revenue by revenue type, consistent with how we evaluate our financial performance:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Subscription |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-portable software |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hardware |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Subscription revenue — Subscription revenue includes any performance obligation which has a defined term and is generated from the sales of software entitlement and support subscriptions, subscription software licenses and cloud-based software as a service ("SaaS") offerings.
Non-portable software revenue — Non-portable software revenue includes sales of our enterprise cloud platform when delivered on a configured-to-order appliance by us or one of our OEM partners. The software licenses associated with these sales are typically non-portable and can be used over the life of the appliance on which the software is delivered. Revenue from our non-portable software products is generally recognized upon transfer of control to the customer.
Hardware revenue — In transactions where the hardware appliance is purchased directly from Nutanix, we consider ourselves to be the principal in the transaction and we record revenue and costs of goods sold on a gross basis. We consider the amount allocated to hardware revenue to be equivalent to the cost of the hardware procured. Hardware revenue is generally recognized upon transfer of control to the customer.
Professional services revenue — We also sell professional services with our products. We recognize revenue related to professional services as they are performed.
Contracts with multiple performance obligations — The majority of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price ("SSP") basis. For deliverables that we routinely sell separately, such as software entitlement and support subscriptions on our core offerings, we determine SSP by evaluating the standalone sales over the trailing 12 months. For those that are not sold routinely, we determine SSP based on our overall pricing trends and objectives, taking into consideration market conditions and other factors, including the value of our contracts, the products sold and geographic locations.
Contract balances — The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. A receivable is recognized in the period we deliver goods or provide services, or when our right to consideration is unconditional. In situations where revenue recognition occurs before invoicing, an unbilled receivable is created, which represents a contract asset. Unbilled accounts receivable, included in accounts receivable, net on the condensed consolidated balance sheets, was not material for any of the periods presented.
16
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Payment terms on invoiced amounts are typically 30-45 days. We assess credit losses on accounts receivable by taking into consideration past collection experience, the credit quality of the customer, the age of the receivable balance, current and future economic conditions, and forecasts that may affect the collectibility of the reported amount. The balance of accounts receivable, net of allowance for credit losses, as of July 31, 2021 and January 31, 2022 is presented in the accompanying condensed consolidated balance sheets.
Costs to obtain and fulfill a contract — We capitalize commissions paid to sales personnel and the related payroll taxes when customer contracts are signed. These costs are recorded as deferred commissions in the condensed consolidated balance sheets, current and non-current. We determine whether costs should be deferred based on our sales compensation plans, if the commissions are incremental and would not have been incurred absent the execution of the customer contract. Commissions paid upon the initial acquisition of a contract are recognized over the estimated period of benefit, which may exceed the term of the initial contract if the commissions expected to be paid upon renewal are not commensurate with that of the initial contract. Accordingly, deferred costs are recognized on a systematic basis that is consistent with the pattern of revenue recognition allocated to each performance obligation over the entire period of benefit and included in sales and marketing expense in the condensed consolidated statements of operations. We determine the estimated period of benefit by evaluating the expected renewals of customer contracts, the duration of relationships with our customers, customer retention data, our technology development lifecycle and other factors. Deferred costs are periodically reviewed for impairment.
Taxes assessed by a government authority that are both imposed on and concurrent with specific revenue transactions between us and our customers are presented on a net basis in our condensed consolidated statements of operations.
Deferred revenue — Deferred revenue primarily consists of amounts that have been invoiced but not yet recognized as revenue and primarily pertain to software entitlement and support subscriptions and professional services. The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the condensed consolidated balance sheet date.
Significant changes in the balance of deferred revenue (contract liability) and deferred commissions (contract asset) for the periods presented are as follows:
|
|
Deferred |
|
|
Deferred |
|
||
|
|
(in thousands) |
|
|||||
Balance as of July 31, 2021 |
|
$ |
|
|
$ |
|
||
Additions (1) |
|
|
|
|
|
|
||
Revenue/commissions recognized |
|
|
( |
) |
|
|
( |
) |
Balance as of October 31, 2021 |
|
|
|
|
|
|
||
Additions (1) |
|
|
|
|
|
|
||
Revenue/commissions recognized |
|
|
( |
) |
|
|
( |
) |
Balance as of January 31, 2022 |
|
$ |
|
|
$ |
|
During the three and six months ended January 31, 2021, we recognized revenue of approximately $
Many of our contracted but not invoiced performance obligations are subject to cancellation terms. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized ("contracted not recognized"), which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenue in future periods and excludes performance obligations that are subject to cancellation terms. Contracted not recognized revenue was approximately $
17
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 3. FAIR VALUE MEASUREMENTS
The fair value of our financial assets measured on a recurring basis is as follows:
|
|
As of July 31, 2021 |
|
|||||||||||||
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total measured at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash, cash equivalents and short-term |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
As of January 31, 2022 |
|
|||||||||||||
|
|
Level I |
|
|
Level II |
|
|
Level III |
|
|
Total |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. Government securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total measured at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash, cash equivalents and short-term |
|
|
|
|
|
|
|
|
|
|
$ |
|
18
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Financial Instruments Not Recorded at Fair Value on a Recurring Basis
We report our financial instruments at fair value, with the exception of the 2023 Notes, the 2026 Notes and the
|
|
As of July 31, 2021 (1) |
|
|
As of January 31, 2022 |
|
||||||||||
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
||||
|
|
(in thousands) |
|
|||||||||||||
2023 Notes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2027 Notes (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The carrying value of the 2023 Notes as of July 31, 2021 was net of an unamortized debt discount of $
The carrying value of the 2026 Notes as of July 31, 2021 and January 31, 2022 included $
The carrying value of the 2027 Notes as of January 31, 2022 was net of unamortized debt issuance costs of $
The total estimated fair value of the 2023 Notes was determined based on the closing trading price per $
The total estimated fair value of the 2026 Notes is based on a binomial model. We consider the fair value of the 2026 Notes to be a Level 3 valuation, as the 2026 Notes are not publicly traded. The Level 3 inputs used are the same as those used to determine the estimated fair value of the associated derivative liability, as detailed below.
The total estimated fair value of the 2027 Notes was determined based on the closing trading price per $
19
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Derivative Liability
The conversion feature of the 2026 Notes represented an embedded derivative. The 2026 Notes are not considered to be conventional debt and we determined that the embedded conversion feature was required to be bifurcated from the host debt and accounted for as a derivative liability, as the 2026 Notes were convertible into a variable number of shares until the conversion price became fixed in September 2021, based on the level of achievement of the associated financial performance metric. As such, the initial fair value of the derivative instrument was recorded as a liability in the condensed consolidated balance sheet with the corresponding amount recorded as a discount to the 2026 Notes upon issuance. The derivative liability is considered a Level 3 valuation and was recorded at its estimated fair value at the end of each reporting period and as of September 15, 2021, when the conversion price became fixed, with the change in fair value recognized within other expense, net in the condensed consolidated statements of operations.
On September 15, 2021, the conversion price of the 2026 Notes became fixed and the bifurcated liability was no longer accounted for as a separate derivative because the conversion features are now considered indexed to our own equity and meet the equity classification conditions. We estimated the fair value of the derivative liability as of September 15, 2021 to be $
The following table shows the change in the estimated fair value of the derivative liability through October 31, 2021:
|
|
Three Months Ended October 31, 2021 |
|
|
|
|
(in thousands) |
|
|
Derivative liability at July 31, 2021 |
|
$ |
|
|
Change in fair value |
|
|
|
|
Derivative liability at September 15, 2021 |
|
|
|
|
Reclass to equity upon conversion price becoming fixed |
|
|
( |
) |
Derivative liability at October 31, 2021 |
|
$ |
|
We estimated the fair value of the derivative liability using a binomial model, with the following valuation inputs:
|
|
As of |
||
|
|
July 31, 2021 |
|
September 15, 2021 |
Conversion ratio (1) |
|
Conversion price of $ |
|
Conversion price of $ |
Risk-free rate |
|
|
||
Discount rate (2) |
|
|
||
Volatility |
|
|
||
Stock price |
|
$ |
|
$ |
20
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 4. BALANCE SHEET COMPONENTS
Short-Term Investments
The amortized cost of our short-term investments approximates their fair value. Unrealized losses related to our short-term investments are generally due to interest rate fluctuations, as opposed to credit quality. However, we review individual securities that are in an unrealized loss position in order to evaluate whether or not they have experienced or are expected to experience credit losses that would result in a decline in fair value. As of July 31, 2021 and January 31, 2022, unrealized gains and losses from our short-term investments were not material and were not the result of a decline in credit quality. As a result, as of July 31, 2021 and January 31, 2022, we did not record any credit losses for these investments.
The following table summarizes the estimated fair value of our investments in marketable debt securities by their contractual maturity dates:
|
|
As of |
|
|
|
|
(in thousands) |
|
|
Due within one year |
|
$ |
|
|
Due in one to two years |
|
|
|
|
Total |
|
$ |
|
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consists of the following:
|
|
As of |
|
|||||
|
|
July 31, |
|
|
January 31, |
|
||
|
|
(in thousands) |
|
|||||
Prepaid operating expenses |
|
$ |
|
|
$ |
|
||
VAT receivables |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
Property and Equipment, Net
Property and equipment, net consists of the following:
|
|
|
|
As of |
|
|||||
|
|
Estimated |
|
July 31, |
|
|
January 31, |
|
||
|
|
(in months) |
|
(in thousands) |
|
|||||
Computer, production, engineering and other equipment |
|
|
$ |
|
|
$ |
|
|||
Demonstration units |
|
|
|
|
|
|
|
|||
Leasehold improvements |
|
(1) |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
|
|||
Total property and equipment, gross |
|
|
|
|
|
|
|
|
||
Less: accumulated depreciation (2) |
|
|
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
|
|
$ |
|
|
$ |
|
21
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Depreciation expense related to our property and equipment was $
Goodwill and Intangible Assets, Net
There was no change in the carrying value of goodwill during the six months ended January 31, 2022.
Intangible assets, net consists of the following:
|
|
As of |
|
|||||
|
|
July 31, |
|
|
January 31, |
|
||
|
|
(in thousands) |
|
|||||
Developed technology |
|
$ |
|
|
$ |
|
||
Customer relationships |
|
|
|
|
|
|
||
Trade name |
|
|
|
|
|
|
||
Total intangible assets, gross |
|
|
|
|
|
|
||
Less: |
|
|
|
|
|
|
||
Accumulated amortization of developed technology |
|
|
( |
) |
|
|
( |
) |
Accumulated amortization of customer relationships |
|
|
( |
) |
|
|
( |
) |
Accumulated amortization of trade name |
|
|
( |
) |
|
|
( |
) |
Total accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Total intangible assets, net |
|
$ |
|
|
$ |
|
Amortization expense related to our intangible assets is being recognized in the condensed consolidated statements of operations within product cost of revenue for developed technology and sales and marketing expense for customer relationships and trade name.
The estimated future amortization expense of our intangible assets is as follows:
Fiscal Year Ending July 31: |
|
Amount |
|
|
|
|
(in thousands) |
|
|
2022 (remaining six months) |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
Total |
|
$ |
|
Accrued Compensation and Benefits
Accrued compensation and benefits consists of the following:
|
|
As of |
|
|||||
|
|
July 31, |
|
|
January 31, |
|
||
|
|
(in thousands) |
|
|||||
Contributions to ESPP withheld |
|
$ |
|
|
$ |
|
||
Accrued commissions |
|
|
|
|
|
|
||
Accrued vacation |
|
|
|
|
|
|
||
Payroll taxes payable |
|
|
|
|
|
|
||
Accrued wages and taxes |
|
|
|
|
|
|
||
Accrued bonus |
|
|
|
|
|
|
||
Accrued benefits |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued compensation and benefits |
|
$ |
|
|
$ |
|
22
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consists of the following:
|
|
As of |
|
|||||
|
|
July 31, |
|
|
January 31, |
|
||
|
|
(in thousands) |
|
|||||
Income taxes payable |
|
$ |
|
|
$ |
|
||
Accrued professional services |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
NOTE 5. CONVERTIBLE SENIOR NOTES
2023 Notes
In January 2018, we issued the 2023 Notes with a
|
|
Amount |
|
|
|
|
(in thousands) |
|
|
Principal amount |
|
$ |
|
|
Less: initial purchasers' discount |
|
|
( |
) |
Less: cost of the bond hedges |
|
|
( |
) |
Add: proceeds from the sale of warrants |
|
|
|
|
Less: other issuance costs |
|
|
( |
) |
Net proceeds |
|
$ |
|
The 2023 Notes do not bear any interest and will mature on January 15, 2023, unless earlier converted or repurchased in accordance with their terms. The 2023 Notes are unsecured and do not contain any financial covenants or any restrictions on the payment of dividends, or the issuance or repurchase of securities by us.
Each $1,000 of principal of the 2023 Notes will initially be convertible into
23
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Based on the closing price of our Class A common stock of $
On or after October 15, 2022, holders may convert all or any portion of their 2023 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing conditions.
Upon conversion of the 2023 Notes, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of Class A common stock, at our election. We intend to settle the principal of the 2023 Notes in cash.
The conversion rate will be subject to adjustment in some events, but will not be adjusted for any accrued or unpaid interest. A holder who converts their 2023 Notes in connection with certain corporate events that constitute a "make-whole fundamental change" per the indenture governing the 2023 Notes are, under certain circumstances, entitled to an increase in the conversion rate. In addition, if we undergo a fundamental change prior to the maturity date, holders may require us to repurchase for cash all or a portion of their 2023 Notes at a repurchase price equal to
We may not redeem the 2023 Notes prior to the maturity date, and no sinking fund is provided for the 2023 Notes.
On September 22, 2021, we consummated privately negotiated exchanges with certain holders of the outstanding 2023 Notes, pursuant to which such holders exchanged approximately $
24
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The 2023 Notes consisted of the following:
|
|
As of |
|
|||||
|
|
July 31, |
|
|
January 31, |
|
||
|
|
(in thousands) |
|
|||||
Principal amounts: |
|
|
|
|
|
|
||
Principal |
|
$ |
|
|
$ |
|
||
Unamortized debt discount (1) |
|
|
( |
) |
|
|
|
|
Unamortized debt issuance costs (1) |
|
|
( |
) |
|
|
( |
) |
Net carrying amount |
|
$ |
|
|
$ |
|
||
Carrying amount of equity component (2) |
|
$ |
|
|
$ |
|
As of January 31, 2022, the remaining life of the 2023 Notes was approximately
The following table sets forth the total interest expense recognized related to the 2023 Notes:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Interest expense related to amortization of debt discount |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense related to amortization of debt issuance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Note Hedges and Warrants
Concurrently with the offering of the 2023 Notes in January 2018, we entered into convertible note hedge transactions with certain bank counterparties, whereby we have the initial option to purchase a total of approximately
Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset any actual dilution from the conversion of the 2023 Notes and to effectively increase the overall conversion price from $
In September 2021, in connection with the exchange and repurchase transactions described above, we terminated portions of the convertible note hedge transactions and warrant transactions previously entered into with certain financial institutions in connection with the issuance of the 2023 Notes. The net effect of these unwind transactions was a $
25
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
million from the hedge unwind. The amounts paid and received as part of the unwind transactions were recorded to additional paid-in capital within the condensed consolidated balance sheet.
The note hedges are required to be excluded from the calculation of diluted earnings per share, as they would be antidilutive. In periods when we report a net loss, basic net loss per share and diluted net loss per share are the same, as the effect of potential common shares is antidilutive, and the potential impact of the 2023 Notes is therefore excluded.
The warrants will have a dilutive effect when the average share price exceeds the warrant strike price of $
2026 Notes
In September 2020, we issued $
The 2026 Notes bear interest at a rate of
The 2026 Notes will be convertible into our shares of Class A common stock based on an initial conversion rate of
On or after September 15, 2025, the 2026 Notes will be redeemable by us in the event that the closing sale price of our Class A common stock has been at least
With certain exceptions, upon a change of control or a fundamental change, the holders of the 2026 Notes may require us to repurchase all or part of the principal amount of the 2026 Notes at a repurchase price equal to
In accordance with accounting guidance on embedded conversion features, we valued and bifurcated the conversion option associated with the 2026 Notes from the respective host debt instrument, which is treated as a debt discount, and initially recorded the conversion option of $
26
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The 2026 Notes consisted of the following:
|
|
As of |
|
|||||
|
|
July 31, |
|
|
January 31, |
|
||
|
|
(in thousands) |
|
|||||
Principal amounts: |
|
|
|
|
|
|
||
Principal |
|
$ |
|
|
$ |
|
||
Non-cash interest expense converted to principal |
|
|
|
|
|
|
||
Unamortized debt discount (conversion feature) (1) |
|
|
( |
) |
|
|
( |
) |
Unamortized debt issuance costs (1) |
|
|
( |
) |
|
|
( |
) |
Net carrying amount |
|
$ |
|
|
$ |
|
As of January 31, 2022, the remaining life of the 2026 Notes was approximately
The following table sets forth the total interest expense recognized related to the 2026 Notes:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Interest expense related to amortization of debt discount |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense related to amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-cash interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Non-cash interest expense is related to the
Upon the conversion price of the 2026 Notes becoming fixed in September 2021, the embedded conversion option for the 2026 Notes no longer required bifurcation because the conversion features are now considered indexed to our own equity and meet the equity classification conditions. The carrying amount of the derivative liability of $
2027 Notes
In September 2021, we issued $
The 2027 Notes bear interest at a rate of
27
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The 2027 Notes will be convertible into cash, shares of our Class A common stock, or a combination of cash and shares of Class A common stock, at our election. Each $
Upon conversion of the 2027 Notes, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of Class A common stock, at our election. We intend to settle the principal of the 2027 Notes in cash.
The conversion rate will be subject to adjustment in some events, but will not be adjusted for any accrued or unpaid interest. A holder who converts their 2027 Notes in connection with certain corporate events that constitute a "make-whole fundamental change" per the indenture governing the 2027 Notes are, under certain circumstances, entitled to an increase in the conversion rate. In addition, if we undergo a fundamental change prior to the maturity date, holders may require us to repurchase for cash all or a portion of their 2027 Notes at a repurchase price equal to
In accounting for the exchange of convertible notes, we evaluated whether the transaction should be treated as a modification or extinguishment transaction. The partial exchange of the 2023 Notes and issuance of the 2027 Notes were deemed to have substantially different terms due to the significant difference between the value of the conversion option immediately prior to and after the exchange, and consequently, the 2023 Notes partial exchange was accounted for as a debt extinguishment. The $
The 2027 Notes consisted of the following:
|
|
As of January 31, 2022 |
|
|
|
|
(in thousands) |
|
|
Principal amounts: |
|
|
|
|
Principal |
|
$ |
|
|
Unamortized debt issuance costs (1) |
|
|
( |
) |
Net carrying amount |
|
$ |
|
As of January 31, 2022, the remaining life of the 2027 Notes was approximately
28
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table sets forth the total interest expense recognized related to the 2027 Notes:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||
|
|
2022 |
|
|
2022 |
|
||
|
|
(in thousands) |
|
|||||
Contractual interest expense |
|
$ |
|
|
$ |
|
||
Interest expense related to amortization of debt issuance costs |
|
|
|
|
|
|
||
Total interest expense |
|
$ |
|
|
$ |
|
NOTE 6. LEASES
We have operating leases for offices, research and development facilities and datacenters and finance leases for certain datacenter equipment. Our leases have remaining lease terms of
Total operating lease cost was $
During the first quarter of fiscal 2021, we recorded impairment charges related to certain of our international office spaces, as well as an impairment charge related to an office space in the United States. We recorded a $
Supplemental balance sheet information related to leases is as follows:
|
|
As of |
|
|||||
|
|
July 31, |
|
|
January 31, |
|
||
|
|
(in thousands) |
|
|||||
Operating leases: |
|
|
|
|
|
|
||
Operating lease right-of-use assets, gross |
|
$ |
|
|
$ |
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Operating lease right-of-use assets, net |
|
$ |
|
|
$ |
|
||
Operating lease liabilities—current |
|
$ |
|
|
$ |
|
||
Operating lease liabilities—non-current |
|
|
|
|
|
|
||
Total operating lease liabilities |
|
$ |
|
|
$ |
|
||
Weighted average remaining lease term (in years): |
|
|
|
|
|
|
||
Weighted average discount rate: |
|
|
% |
|
|
% |
29
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
|
|
As of |
|
|||||
|
|
July 31, |
|
|
January 31, |
|
||
|
|
(in thousands) |
|
|||||
Finance leases: |
|
|
|
|
|
|
||
Finance lease right-of-use assets, gross (1) |
|
$ |
|
|
$ |
|
||
Accumulated amortization (1) |
|
|
( |
) |
|
|
( |
) |
Finance lease right-of-use assets, net (1) |
|
$ |
|
|
$ |
|
||
Finance lease liabilities—current (2) |
|
$ |
|
|
$ |
|
||
Finance lease liabilities—non-current (3) |
|
|
|
|
|
|
||
Total finance lease liabilities |
|
$ |
|
|
$ |
|
||
Weighted average remaining lease term (in years): |
|
|
|
|
|
|
||
Weighted average discount rate: |
|
|
% |
|
|
% |
Supplemental cash flow and other information related to leases is as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Cash paid for amounts included in the measurement of |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financing cash flows from finance leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Lease liabilities arising from obtaining right-of-use assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finance leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The undiscounted cash flows for our operating lease liabilities as of January 31, 2022 were as follows:
Fiscal Year Ending July 31: |
|
Operating |
|
|
Finance |
|
|
Total |
|
|||
|
|
(in thousands) |
|
|||||||||
2022 (remaining six months) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2023 |
|
|
|
|
|
|
|
|
|
|||
2024 |
|
|
|
|
|
|
|
|
|
|||
2025 |
|
|
|
|
|
|
|
|
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
|
|
|
|
|
|
|
|
|
|||
Total lease payments |
|
|
|
|
|
|
|
|
|
|||
Less: imputed interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total lease obligation |
|
|
|
|
|
|
|
|
|
|||
Less: current lease obligations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Long-term lease obligations |
|
$ |
|
|
$ |
|
|
$ |
|
As of January 31, 2022, we had additional operating lease commitments of approximately $
30
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 7. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
In the normal course of business, we make commitments with our OEMs to ensure them a minimum level of financial consideration for their investment in our joint solutions. These commitments are based on performance targets or on-hand inventory and non-cancelable purchase orders for non-standard components. We record a charge related to these items when we determine that it is probable a loss will be incurred and we are able to estimate the amount of the loss. Our historical charges have not been material. As of January 31, 2022, we had up to approximately $
Legal Proceedings
Securities Class Actions. Beginning on March 29, 2019, several purported securities class actions were filed in the United States District Court for the Northern District of California against us and two of our officers. The initial complaints generally alleged that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5. In July 2019, the court consolidated the actions into a single action, and appointed a lead plaintiff, who then filed a consolidated amended complaint (the "Original Complaint"). The action was brought on behalf of those who purchased or otherwise acquired our stock between November 30, 2017 and May 30, 2019, inclusive. The defendants subsequently filed a motion to dismiss the Original Complaint, which the court granted on March 9, 2020, while providing the lead plaintiff leave to amend. On April 17, 2020, the lead plaintiff filed a second amended complaint (the "Current Complaint"), again naming us and two of our officers as defendants. The Current Complaint alleges the same class period, includes many of the same factual allegations as the Original Complaint, and again alleges that the defendants violated Sections 10(b) and 20(a) of the Exchange Act, as well as SEC Rule 10b-5. The Current Complaint seeks monetary damages in an unspecified amount. On September 11, 2020, the court denied the defendants' motion to dismiss the Current Complaint and held that the lead plaintiff adequately stated a claim with respect to certain statements regarding our new customer growth and sales productivity. On January 27, 2021, lead plaintiff, Shimon Hedvat, filed a motion to (i) withdraw as lead plaintiff and (ii) substitute proposed new lead plaintiffs and approve their appointment of a new co-lead counsel. On March 1, 2021, the court granted the lead plaintiff’s motion to withdraw as lead plaintiff but denied without prejudice his motion to substitute proposed new lead plaintiffs. The court also reopened the lead plaintiff selection process, allowing any putative class member interested in serving as the new lead plaintiff to file a lead plaintiff application. Following the lead plaintiff selection hearing on April 28, 2021, on June 10, 2021 the court appointed California Ironworkers Field Pension Trust as lead plaintiff and approved its appointment of counsel. On May 28, 2021, one of the movants for lead plaintiff, John P. Norton on behalf of the Norton Family Living Trust UAD 11/15/2002, filed a separate class action complaint in the Northern District of California on behalf of a class of persons or entities who transacted in publicly traded call options and/or put options on Nutanix stock during the period from November 30, 2017 and May 30, 2019, containing allegations substantively the same as those alleged in the Current Complaint (the "Options Class Action") and naming the same defendants. On September 8, 2021, the court appointed the John P. Norton on behalf of the Norton Family Living Trust UAD 11/15/2002 as the lead plaintiff in the Options Class Action. On November 1, 2021, the defendants filed a motion to dismiss the Options Class Action complaint on the grounds that it is barred by the statute of limitations. A mediation for the Current Complaint and the Options Class Action has been scheduled. The court has vacated existing deadlines, and the hearing on the motion to dismiss the Options Class Action has been continued pending the mediation. We plan to continue to vigorously defend against the allegations and we are not able to determine what, if any, liabilities will attach to the Current Complaint or the Options Class Action.
We are not currently a party to any other legal proceedings that we believe to be material to our business or financial condition. From time to time, we may become party to various litigation matters and subject to claims that arise in the ordinary course of business.
NOTE 8. STOCKHOLDERS’ EQUITY
Effective January 3, 2022, all of our then outstanding shares of Class B common stock, par value $
31
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
shares of Class B common stock will be issued following such conversion. As a result, as of January 31, 2022, we had
As of January 31, 2022, we had
Holders of Class A common stock are entitled to
In August 2020, our Board of Directors authorized the repurchase of up to $
During the six months ended January 31, 2021, we repurchased
In September 2021, we used approximately $
Stock Plans
We have
Under the 2016 Plan, we may grant incentive stock options, non-statutory stock options, restricted stock, RSUs and stock appreciation rights to employees, directors and consultants. We initially reserved
Restricted Stock Units
Performance RSUs — We have granted RSUs that have both service and performance conditions to our executives and employees ("Performance RSUs"). Vesting of Performance RSUs is subject to continuous service and the satisfaction of certain performance targets. While we recognize cumulative stock-based compensation expense for the portion of the awards for which both the service condition has been satisfied and it is probable that the performance conditions will be met, the actual vesting and settlement of Performance RSUs are subject to the performance conditions actually being met.
32
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Market Stock Units
In connection with his hiring, in December 2020, the Compensation Committee of our Board of Directors approved the grant of
In order to align with the MSUs granted to our new CEO, in December 2020, the Compensation Committee of our Board of Directors modified the vesting conditions for the
In October 2021, the Compensation Committee of our Board of Directors approved the grant of approximately
We used Monte Carlo simulations to calculate the fair value of these awards on the grant date, or modification date, as applicable. A Monte Carlo simulation requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period and expected dividend yield. We recognize stock-based compensation expense related to these MSUs using the graded vesting attribution method over the respective performance periods. As of January 31, 2022, approximately
Below is a summary of RSU activity, including MSUs, under the Stock Plans:
|
|
Number of |
|
|
Weighted |
|
||
|
|
(in thousands) |
|
|
|
|
||
Outstanding at July 31, 2021 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Released |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding at January 31, 2022 |
|
|
|
|
$ |
|
Stock Options
We did
33
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Employee Stock Purchase Plan
In December 2015, the Board adopted the 2016 Employee Stock Purchase Plan, which was subsequently amended in January 2016 and September 2016 and approved by our stockholders in March 2016 ("Original 2016 ESPP"). The Original 2016 ESPP became effective in connection with our IPO. On December 13, 2019, during our 2019 Annual Meeting of Stockholders, our stockholders approved certain amendments to the Original 2016 ESPP. Under the amended and restated Original 2016 ESPP ("2016 ESPP"), the maximum number of shares of Class A common stock available for sale is
The 2016 ESPP allows eligible employees to purchase shares of our Class A common stock at a discount through payroll deductions of up to
On each purchase date, participating employees will purchase Class A common stock at a price per share equal to
During the six months ended January 31, 2022,
We use the Black-Scholes option pricing model to determine the fair value of shares purchased under the 2016 ESPP with the following weighted average assumptions on the date of grant:
|
|
Six Months Ended January 31, |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
Expected term (in years) |
|
|
|
|
|
|
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Volatility |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
% |
|
|
% |
Stock-Based Compensation
Total stock-based compensation expense recognized in the condensed consolidated statements of operations is as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Support, entitlements and other services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
As of January 31, 2022, unrecognized stock-based compensation expense related to outstanding stock awards was approximately $
34
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 10. INCOME TAXES
The income tax provisions of $
Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by giving effect to potentially dilutive common stock equivalents outstanding during the period, as their effect would be dilutive. Potentially dilutive common shares include participating securities and shares issuable upon the exercise of stock options, the exercise of common stock warrants, the exercise of convertible preferred stock warrants, the vesting of RSUs and each purchase under the 2016 ESPP, under the if-converted method.
In loss periods, basic net loss per share and diluted net loss per share are the same, as the effect of potential common shares is antidilutive and therefore excluded.
Effective January 3, 2022, all of our then outstanding shares of Class B common stock, par value $
The computation of basic and diluted net loss per share attributable to common stockholders is as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands, except per share data) |
|
|||||||||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares—basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common stockholders— |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
35
NUTANIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows:
|
|
Six Months Ended January 31, |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
(in thousands) |
|
|||||
Outstanding stock options and RSUs |
|
|
|
|
|
|
||
Employee stock purchase plan |
|
|
|
|
|
|
||
Common stock issuable upon the conversion of the Notes |
|
|
|
|
|
|
||
Contingently issuable shares pursuant to acquisitions |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
Shares that will be issued in connection with our stock awards and shares that will be purchased under the employee stock purchase plan are generally automatically converted into shares of our Class A common stock. Shares issued in connection with an exercise of the common stock warrants were converted into shares of our Class B common stock and were voluntarily convertible into shares of Class A common stock at the option of the holder. Effective as of the January 3, 2022 conversion described above, outstanding options previously denominated in shares of Class B common stock represent the right to acquire the same number of shares of Class A common stock upon exercise. Common stock issuable upon the conversion of convertible debt represents the antidilutive impact of the 2023 Notes, 2026 Notes and 2027 Notes under the if-converted method.
NOTE 12. SEGMENT INFORMATION
Our chief operating decision maker is a group which is comprised of our Chief Executive Officer and Chief Financial Officer. This group reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we have a reportable segment.
The following table sets forth revenue by geographic location based on bill-to location:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe, the Middle East and Africa |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Americas |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The following table sets forth long-lived assets, which primarily include property and equipment, net, by geographic location:
|
|
As of |
|
|||||
|
|
July 31, |
|
|
January 31, |
|
||
|
|
(in thousands) |
|
|||||
United States |
|
$ |
|
|
$ |
|
||
International |
|
|
|
|
|
|
||
Total long-lived assets |
|
$ |
|
|
$ |
|
36
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with (1) the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (2) the audited consolidated financial statements and notes thereto and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021 filed on September 21, 2021. The last day of our fiscal year is July 31. Our fiscal quarters end on October 31, January 31, April 30 and July 31. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the heading "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2021. See also "Special Note Regarding Forward-Looking Statements" above.
Overview
Nutanix, Inc. ("we," "us," "our" or "Nutanix") provides a leading enterprise cloud platform, which we call the Nutanix Cloud Platform, that consists of software solutions and cloud services that power our customers’ enterprise infrastructure. Our solutions run across private-, hybrid- and multicloud environments, and allow organizations to seamlessly "lift and shift" their workloads, including enterprise applications, high-performance databases, end-user computing and virtual desktop infrastructure ("VDI") services, cloud native workloads, and analytics applications, between different cloud environments. Our goal is to provide a single, simple, open software platform for all hybrid and multicloud applications and data — a true hybrid cloud infrastructure.
Our enterprise cloud platform can be deployed on a variety of qualified hardware platforms or, in the case of our cloud-based software and software as a service ("SaaS") offerings, via hosted service or delivered pre-installed on an appliance that is configured to order. Non-portable software licenses are delivered or sold alongside configured-to-order appliances and can be used over the life of the associated appliance. Our subscription term-based licenses are sold separately, or can be sold alongside configured-to-order appliances. Configured-to-order appliances, including our Nutanix-branded NX hardware line, can be purchased from one of our channel partners, original equipment manufacturers ("OEMs") or in limited cases, directly from Nutanix. Our enterprise cloud platform typically includes one or more years of support and entitlements, which provides customers with the right to software upgrades and enhancements as well as technical support.
Product revenue is generated primarily from the licensing of our solutions. Support, entitlements and other services revenue is primarily derived from the related support and maintenance contracts. Prior to fiscal 2019, we delivered most of our solutions on an appliance and thus our revenue included the revenue associated with the appliance and the included non-portable software, which lasts for the life of the associated appliance. However, starting in fiscal 2018, as a result of our business model transition toward software-only sales, more of our customers began buying appliances directly from our OEMs while separately buying licenses for our software solutions from us or one of our channel partners. In addition, starting in fiscal 2019, as a result of our transition towards a subscription-based business model, more of our customers began purchasing separately sold subscription term-based licenses that could be deployed on a variety of hardware platforms. As we continue our transition to a subscription-based business model, we expect a greater portion of our products to be delivered through subscription term-based licenses or cloud-based SaaS subscriptions.
We had a broad and diverse base of approximately 21,400 end customers as of January 31, 2022, including approximately 960 Global 2000 enterprises. We define the number of end customers as the number of end customers for which we have received an order by the last day of the period, excluding partners to which we have sold products for their own demonstration purposes. A single organization or customer may represent multiple end customers for separate divisions, segments or subsidiaries, and the total number of end customers may contract due to mergers, acquisitions, or other consolidation among existing end customers. Since shipping our first product in fiscal 2012, our end customer base has grown rapidly.
37
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Our solutions are primarily sold through channel partners, including distributors, resellers and OEMs, and delivered directly to our end customers. Our solutions serve a broad range of workloads, including enterprise applications, databases, virtual desktop infrastructure, unified communications and big data analytics, and we support both virtualized and container-based applications. We have end customers across a broad range of industries, such as automotive, consumer goods, education, energy, financial services, healthcare, manufacturing, media, public sector, retail, technology and telecommunications. We also sell to service providers, who utilize our enterprise cloud platform to provide a variety of cloud-based services to their customers.
We continue to invest in the growth of our business over the long-run, including the development of our solutions and investing in sales and marketing to capitalize on our market opportunities, while improving our operating cash flow performance by focusing on go-to-market efficiencies. By maintaining this balance, we believe we can drive toward our high growth potential without sacrificing our overall financial health. As discussed further in the "Impact of the COVID-19 Pandemic" and "Factors Affecting Our Performance" sections below, both in response to the ongoing and rapidly evolving COVID-19 pandemic and as part of our overall efforts to improve our operating cash flow performance, we have proactively taken steps to manage our expenses. As a result, our overall spending on such efforts will fluctuate, and may decline, from quarter to quarter in the near-term.
Impact of the COVID-19 Pandemic
The ongoing and rapidly evolving pandemic caused by the COVID-19 virus (collectively with any new variants or related strains thereof, "COVID-19" and the ongoing pandemic caused thereby, the "COVID-19 pandemic") has significantly curtailed the movement of people, goods and services worldwide, imposed unprecedented strains on governments, health care systems, educational institutions, businesses and individuals around the world, including in nearly all of the regions in which we operate, and has resulted in significant volatility and uncertainty in the global economy. In response to the pandemic, authorities, businesses, and individuals have implemented numerous unprecedented measures, including travel bans and restrictions, quarantines, shelter-in-place, stay-at-home, remote work and social distancing orders, and shutdowns. Even as efforts to contain the pandemic have made progress and some restrictions have relaxed, new variants of the virus are causing additional outbreaks. The COVID-19 pandemic has impacted and will continue to impact our workforce and operations, as well as those of our customers, vendors, suppliers, partners, and communities, and there is substantial uncertainty in the nature and degree of its continued effects over time.
In response to the COVID-19 pandemic, we have also taken a number of actions to protect and assist our employees, customers, and partners, including: temporarily closing all of our offices (including our California headquarters) around the world; requiring our employees to work remotely; implementing travel restrictions that allow only the most essential business travel; and postponing, cancelling, withdrawing from, or converting to virtual-only experiences (where possible and appropriate) our in-person customer, industry, analyst, investor, and employee events. As a result of such actions, as well as the general effects of the COVID-19 pandemic, our business and operations have experienced and may continue to experience numerous negative impacts, including: curtailed demand for certain of our solutions; reduced IT spending; delays in or abandonment of planned or future purchases; lengthened sales cycles, particularly with new customers and partners who do not have prior experience with our solutions; supply chain disruptions; increased cybersecurity risks or other security challenges; delays or disruptions to our product roadmap and our ability to deliver new products, features, or enhancements; and voluntary and involuntary delays in the ability to ship, and the ability of our end customers to accept delivery of, the hardware platforms on which our software solutions run. We also expect the reduced manufacturing capacity caused by the pandemic to result in increases in the prices of certain components used to manufacture such hardware platforms, which may increase the price of those hardware platforms for our end customers. Travel bans, shutdowns, social distancing restrictions and remote work policies also make it difficult or impossible to deliver on-site services to our partners and end customers, and to meet with our current and potential end customers in person. We have also seen positive impacts, including increased demand for our virtual desktop, desktop-as-a-service, and end-user computing solutions as a result of our end customers enabling their employees to work remotely.
38
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
We have also quickly adapted to the new work environment, leveraging digital, video, and other collaborative tools to enable our teams to stay connected with each other, and our sales, marketing and support teams to continue to engage with and remain responsive to our partners and end customers. Additionally, we have seen a reduction in our operating expenses in recent quarters, including sales and marketing expenses, some of which is due to a number of proactive actions that we took to manage our operating expenses in light of the uncertainty caused by the COVID-19 pandemic, and some of which is a natural result of the continued restrictions on travel and in-person events from the pandemic. Although the full impact of these actions is uncertain, some of these cost savings measures are temporary. While we do expect to see some of our operating expenses increase from the suppressed levels in recent quarters as some of the proactive cost savings measures expire and some level of travel and other related expenses return, we are focused on improving our operating cash flow performance and we do not expect that travel or other related expenses will return to pre-pandemic levels. See the section titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2021 for further discussion of the possible impact of these actions on our business and financial performance.
The duration, scope and ultimate impact of the COVID-19 pandemic on the global economy and our business remain highly fluid and cannot be predicted with certainty, and the full effect of the pandemic and the actions we have taken in response may not be fully reflected in our results of operations and financial performance until future periods. Our management team is focused on guiding our company through the emerging challenges presented by COVID-19 and remains committed to driving positive business outcomes. Although we do not currently expect the pandemic to affect our financial reporting systems, internal control over financial reporting or disclosure controls and procedures, the continued impact of the pandemic on our business and financial performance will be highly dependent upon numerous factors, many of which are beyond our control. See the section titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2021 for further discussion of the possible impact of the COVID-19 pandemic, as well as the actions we have taken in response, on our business and financial performance.
Key Financial and Performance Metrics
We monitor the following key financial and performance metrics:
|
|
As of and for the |
|
|||||||||||||
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Total revenue |
|
$ |
346,382 |
|
|
$ |
413,081 |
|
|
$ |
659,136 |
|
|
$ |
791,598 |
|
Year-over-year percentage increase |
|
|
(0.1 |
)% |
|
|
19.3 |
% |
|
|
(0.4 |
)% |
|
|
20.1 |
% |
Subscription revenue |
|
$ |
305,946 |
|
|
$ |
374,744 |
|
|
$ |
584,111 |
|
|
$ |
712,645 |
|
Total billings |
|
$ |
385,513 |
|
|
$ |
464,541 |
|
|
$ |
720,461 |
|
|
$ |
862,566 |
|
Subscription billings |
|
$ |
339,168 |
|
|
$ |
427,404 |
|
|
$ |
633,091 |
|
|
$ |
786,727 |
|
Annual contract value ("ACV") billings |
|
$ |
159,208 |
|
|
$ |
217,850 |
|
|
$ |
285,956 |
|
|
$ |
390,487 |
|
Annual recurring revenue ("ARR") |
|
$ |
672,822 |
|
|
$ |
1,042,194 |
|
|
$ |
672,822 |
|
|
$ |
1,042,194 |
|
Run-rate ACV |
|
$ |
1,384,823 |
|
|
$ |
1,682,004 |
|
|
$ |
1,384,823 |
|
|
$ |
1,682,004 |
|
Gross profit |
|
$ |
275,428 |
|
|
$ |
333,112 |
|
|
$ |
520,223 |
|
|
$ |
630,183 |
|
Non-GAAP gross profit |
|
$ |
286,545 |
|
|
$ |
346,234 |
|
|
$ |
542,586 |
|
|
$ |
656,983 |
|
Gross margin |
|
|
79.5 |
% |
|
|
80.6 |
% |
|
|
78.9 |
% |
|
|
79.6 |
% |
Non-GAAP gross margin |
|
|
82.7 |
% |
|
|
83.8 |
% |
|
|
82.3 |
% |
|
|
83.0 |
% |
Operating expenses |
|
$ |
431,676 |
|
|
$ |
427,532 |
|
|
$ |
858,544 |
|
|
$ |
861,859 |
|
Non-GAAP operating expenses |
|
$ |
353,527 |
|
|
$ |
347,285 |
|
|
$ |
694,770 |
|
|
$ |
699,911 |
|
Total deferred revenue |
|
$ |
1,246,291 |
|
|
$ |
1,386,871 |
|
|
$ |
1,246,291 |
|
|
$ |
1,386,871 |
|
Net cash (used in) provided by operating activities |
|
$ |
(15,557 |
) |
|
$ |
25,767 |
|
|
$ |
(19,630 |
) |
|
$ |
32,706 |
|
Free cash flow |
|
$ |
(28,473 |
) |
|
$ |
17,221 |
|
|
$ |
(44,798 |
) |
|
$ |
15,316 |
|
Total end customers |
|
|
18,770 |
|
|
|
21,400 |
|
|
|
18,770 |
|
|
|
21,400 |
|
39
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Disaggregation of Revenue and Billings
The following table depicts the disaggregation of revenue and billings by type, consistent with how we evaluate our financial performance:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Disaggregation of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subscription revenue |
|
$ |
305,946 |
|
|
$ |
374,744 |
|
|
$ |
584,111 |
|
|
$ |
712,645 |
|
Non-portable software revenue |
|
|
21,661 |
|
|
|
14,542 |
|
|
|
41,704 |
|
|
|
28,879 |
|
Hardware revenue |
|
|
1,321 |
|
|
|
1,753 |
|
|
|
2,050 |
|
|
|
3,916 |
|
Professional services revenue |
|
|
17,454 |
|
|
|
22,042 |
|
|
|
31,271 |
|
|
|
46,158 |
|
Total revenue |
|
$ |
346,382 |
|
|
$ |
413,081 |
|
|
$ |
659,136 |
|
|
$ |
791,598 |
|
Disaggregation of billings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subscription billings |
|
$ |
339,168 |
|
|
$ |
427,404 |
|
|
$ |
633,091 |
|
|
$ |
786,727 |
|
Non-portable software billings |
|
|
21,661 |
|
|
|
14,542 |
|
|
|
41,704 |
|
|
|
28,879 |
|
Hardware billings |
|
|
1,321 |
|
|
|
1,753 |
|
|
|
2,050 |
|
|
|
3,916 |
|
Professional services billings |
|
|
23,363 |
|
|
|
20,842 |
|
|
|
43,616 |
|
|
|
43,044 |
|
Total billings |
|
$ |
385,513 |
|
|
$ |
464,541 |
|
|
$ |
720,461 |
|
|
$ |
862,566 |
|
Subscription revenue — Subscription revenue includes any performance obligation which has a defined term and is generated from the sales of software entitlement and support subscriptions, subscription software licenses and cloud-based software as a service offerings.
Non-portable software revenue — Non-portable software revenue includes sales of our enterprise cloud platform when delivered on a configured-to-order appliance by us or one of our OEM partners. The software licenses associated with these sales are typically non-portable and can be used over the life of the appliance on which the software is delivered. Revenue from our non-portable software products is generally recognized upon transfer of control to the customer.
Hardware revenue — In transactions where the hardware appliance is purchased directly from Nutanix, we consider ourselves to be the principal in the transaction and we record revenue and costs of goods sold on a gross basis. We consider the amount allocated to hardware revenue to be equivalent to the cost of the hardware procured. Hardware revenue is generally recognized upon transfer of control to the customer.
Professional services revenue — We also sell professional services with our products. We recognize revenue related to professional services as they are performed.
40
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Non-GAAP Financial Measures and Key Performance Measures
We regularly monitor total billings, subscription billings, ACV billings, ARR, run-rate ACV, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and free cash flow, which are non-GAAP financial measures and key performance measures, to help us evaluate our growth and operational efficiencies, measure our performance, identify trends in our sales activity and establish our budgets. We evaluate these measures because they:
Total billings is a performance measure which we believe provides useful information to our management and investors, as it represents the dollar value under binding purchase orders received and billed during a given period. Subscription billings is a performance measure that we believe provides useful information to our management and investors as it allows us to better track the growth of the subscription-based portion of our business, which is a critical part of our business plan. ACV billings and run-rate ACV are performance measures that we believe provide useful information to our management and investors as they allow us to better track the topline growth of our business during our transition to a subscription-based business model because they take into account variability in term lengths. ARR is a performance measure that we believe provides useful information to our management and investors as it allows us to better track the topline growth of our subscription business because it only includes non-life-of-device contracts and takes into account variability in term lengths. Non-GAAP gross profit, non-GAAP gross margin and non-GAAP operating expenses are performance measures which we believe provide useful information to investors, as they provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures, such as stock-based compensation expense, that may not be indicative of our ongoing core business operating results. Free cash flow is a performance measure that we believe provides useful information to management and investors about the amount of cash used in or generated by the business after necessary capital expenditures. We use these non-GAAP financial and key performance measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons.
Total billings, subscription billings, ACV billings, ARR, run-rate ACV, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and free cash flow have limitations as analytical tools and they should not be considered in isolation or as substitutes for analysis of our results as reported under generally accepted accounting principles in the United States. Total billings, subscription billings, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses and free cash flow are not substitutes for total revenue, subscription revenue, gross profit, gross margin, operating expenses or cash provided by (used in) operating activities, respectively. There is no GAAP measure that is comparable to either ACV billings, ARR or run-rate ACV, so we have not reconciled ACV billings, ARR or run-rate ACV numbers included in this Quarterly Report on Form 10-Q to any GAAP measure. In addition, other companies, including companies in our industry, may calculate non-GAAP financial measures and key performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures and key performance measures as tools for comparison. We urge you to review the reconciliation of our non-GAAP financial measures and key performance measures to the most directly comparable GAAP financial measures included below and not to rely on any single financial measure to evaluate our business.
We calculate our non-GAAP financial and key performance measures as follows:
Total billings — We calculate total billings by adding the change in deferred revenue between the start and end of the period to total revenue recognized in the same period.
Subscription billings — We calculate subscription billings by adding the change in subscription deferred revenue between the start and end of the period to subscription revenue recognized in the same period.
41
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
ACV billings — We calculate ACV billings as the sum of the ACV for all contracts billed during the period. ACV is defined as the total annualized value of a contract, excluding amounts related to professional services and hardware. We calculate the total annualized value for a contract by dividing the total value of the contract by the number of years in the term of such contract, using, where applicable, an assumed term of five years for contracts that do not have a specified term.
ARR — We calculate ARR as the sum of ACV for all non-life-of-device contracts in effect as of the end of a specific period. For the purposes of this calculation, we assume that the contract term begins on the date a contract is booked, unless the terms of such contract prevent us from fulfilling our obligations until a later period, and irrespective of the periods in which we would recognize revenue for such contract.
Run-rate ACV — We calculate run-rate ACV as the sum of ACV for all contracts that are in effect as of the end of the period. For the purposes of this calculation, we assume that the contract term begins on the date a contract is booked, irrespective of the periods in which we would recognize revenue for such contract.
Non-GAAP gross profit and non-GAAP gross margin — We calculate non-GAAP gross margin as non-GAAP gross profit divided by total revenue. We define non-GAAP gross profit as gross profit adjusted to exclude stock-based compensation expense, amortization of acquired intangible assets, impairment of lease-related assets, and costs associated with other non-recurring transactions. Our presentation of non-GAAP gross profit should not be construed as implying that our future results will not be affected by any recurring expenses or any unusual or non-recurring items that we exclude from our calculation of this non-GAAP financial measure.
Non-GAAP operating expenses — We define non-GAAP operating expenses as total operating expenses adjusted to exclude stock-based compensation expense, impairment of lease-related assets, costs associated with business combinations, such as amortization of acquired intangible assets, revaluation of contingent consideration and other acquisition-related costs and costs associated with other non-recurring transactions. Our presentation of non-GAAP operating expenses should not be construed as implying that our future results will not be affected by any recurring expenses or any unusual or non-recurring items that we exclude from our calculation of this non-GAAP financial measure.
Free cash flow — We calculate free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment, which measures our ability to generate cash from our business operations after our capital expenditures.
42
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
The following table presents a reconciliation of total billings, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses and free cash flow to the most directly comparable GAAP financial measures, for each of the periods indicated:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Total revenue |
|
$ |
346,382 |
|
|
$ |
413,081 |
|
|
$ |
659,136 |
|
|
$ |
791,598 |
|
Change in deferred revenue |
|
|
39,131 |
|
|
|
51,460 |
|
|
|
61,325 |
|
|
|
70,968 |
|
Total billings (non-GAAP) |
|
$ |
385,513 |
|
|
$ |
464,541 |
|
|
$ |
720,461 |
|
|
$ |
862,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
$ |
275,428 |
|
|
$ |
333,112 |
|
|
$ |
520,223 |
|
|
$ |
630,183 |
|
Stock-based compensation |
|
|
7,423 |
|
|
|
9,754 |
|
|
|
14,688 |
|
|
|
19,956 |
|
Amortization of intangible assets |
|
|
3,694 |
|
|
|
3,368 |
|
|
|
7,388 |
|
|
|
6,844 |
|
Impairment of lease-related assets |
|
|
— |
|
|
|
— |
|
|
|
287 |
|
|
|
— |
|
Non-GAAP gross profit |
|
$ |
286,545 |
|
|
$ |
346,234 |
|
|
$ |
542,586 |
|
|
$ |
656,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin |
|
|
79.5 |
% |
|
|
80.6 |
% |
|
|
78.9 |
% |
|
|
79.6 |
% |
Stock-based compensation |
|
|
2.1 |
% |
|
|
2.4 |
% |
|
|
2.2 |
% |
|
|
2.5 |
% |
Amortization of intangible assets |
|
|
1.1 |
% |
|
|
0.8 |
% |
|
|
1.1 |
% |
|
|
0.9 |
% |
Impairment of lease-related assets |
|
|
— |
% |
|
|
— |
% |
|
|
0.1 |
% |
|
|
— |
% |
Non-GAAP gross margin |
|
|
82.7 |
% |
|
|
83.8 |
% |
|
|
82.3 |
% |
|
|
83.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
$ |
431,676 |
|
|
$ |
427,532 |
|
|
$ |
858,544 |
|
|
$ |
861,859 |
|
Stock-based compensation |
|
|
(77,031 |
) |
|
|
(78,291 |
) |
|
|
(158,964 |
) |
|
|
(158,636 |
) |
Amortization of intangible assets |
|
|
(651 |
) |
|
|
(651 |
) |
|
|
(1,302 |
) |
|
|
(1,302 |
) |
Impairment of lease-related assets |
|
|
— |
|
|
|
— |
|
|
|
(2,535 |
) |
|
|
— |
|
Other |
|
|
(467 |
) |
|
|
(1,305 |
) |
|
|
(973 |
) |
|
|
(2,010 |
) |
Non-GAAP operating expenses |
|
$ |
353,527 |
|
|
$ |
347,285 |
|
|
$ |
694,770 |
|
|
$ |
699,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash (used in) provided by operating activities |
|
$ |
(15,557 |
) |
|
$ |
25,767 |
|
|
$ |
(19,630 |
) |
|
$ |
32,706 |
|
Purchases of property and equipment |
|
|
(12,916 |
) |
|
|
(8,546 |
) |
|
|
(25,168 |
) |
|
|
(17,390 |
) |
Free cash flow (non-GAAP) |
|
$ |
(28,473 |
) |
|
$ |
17,221 |
|
|
$ |
(44,798 |
) |
|
$ |
15,316 |
|
The following table presents a reconciliation of subscription billings and professional services billings to the most directly comparable GAAP financial measures, for each of the periods indicated:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Subscription revenue |
|
$ |
305,946 |
|
|
$ |
374,744 |
|
|
$ |
584,111 |
|
|
$ |
712,645 |
|
Change in subscription deferred revenue |
|
|
33,222 |
|
|
|
52,660 |
|
|
|
48,980 |
|
|
|
74,082 |
|
Subscription billings |
|
$ |
339,168 |
|
|
$ |
427,404 |
|
|
$ |
633,091 |
|
|
$ |
786,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional services revenue |
|
$ |
17,454 |
|
|
$ |
22,042 |
|
|
$ |
31,271 |
|
|
$ |
46,158 |
|
Change in professional services deferred revenue |
|
|
5,909 |
|
|
|
(1,200 |
) |
|
|
12,345 |
|
|
|
(3,114 |
) |
Professional services billings |
|
$ |
23,363 |
|
|
$ |
20,842 |
|
|
$ |
43,616 |
|
|
$ |
43,044 |
|
43
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Factors Affecting Our Performance
We believe that our future success will depend on many factors, including those described below. While these areas present significant opportunity, they also present risks that we must manage to achieve successful results. See the section titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2021 for details. If we are unable to address these challenges, our business and operating results could be materially and adversely affected.
Investment in Profitable Growth
We continue to invest in our growth over the long-run, while improving our operating cash flow performance by focusing on go-to-market efficiencies. By maintaining this balance, we believe we can drive toward our high growth potential without sacrificing our overall financial health. We plan to invest in sales and marketing so that we can capitalize on our market opportunity, including investing in our sales and marketing teams, continuing our focus on opportunities with major accounts, large deals, and commercial accounts, as well as other sales and marketing initiatives to increase our pipeline growth. As part of our overall efforts to improve our free cash flow performance, we have also proactively taken steps to increase our go-to-market productivity and over time, we intend to reduce our overall sales and marketing spend as a percentage of revenue. These measures include improving the efficiency of our demand generation spend, focusing on lower cost renewals, increasing leverage of our channel partners, and optimizing headcount in geographies based on market opportunities. We have also recently seen higher than normal attrition among our sales representatives, and while we are actively recruiting additional sales representatives, it will take time to replace, train, and ramp them to full productivity. As a result, our overall sales and marketing expense will fluctuate, and may decline, in the near term. We estimate, based on past experience, that our average sales team members typically become fully ramped up around the start of their fourth quarter of employment with us, and as our newer employees ramp up, we expect their increased productivity to contribute to our revenue growth. As of January 31, 2022, we considered approximately 76% of our global sales team members to be fully ramped, while the remaining approximately 24% of our global sales team members are in the process of ramping up. As we continue to focus some of our newer and existing sales team members on major accounts and large deals, and as we continue our transition toward a subscription-based business model, it may take longer, potentially significantly, for these sales team members to become fully productive, and there may also be an impact to the overall productivity of our sales team. Furthermore, the effects of the COVID-19 pandemic and the measures we have implemented in response, including postponing, cancelling or making virtual-only certain in-person corporate events at which our sales team members have historically received in-person sales enablement and related trainings, as well as some of the measures implemented as part of our overall efforts to improve our operating cash flow performance and the continued higher-than-normal attrition rates of sales representatives, may impact the productivity of our sales teams in the near-term. We are focused on actively managing these realignments and potential effects.
We also intend, in the long term, to grow our global research and development and engineering teams to enhance our solutions, including our newer subscription-based products, improve integration with new and existing ecosystem partners and broaden the range of technologies and features available through our platform. However, as discussed above in the section titled "Impact of the COVID-19 Pandemic," in response to the COVID-19 pandemic we had previously effected a global hiring pause outside of a small number of critical roles and, while the hiring pause is no longer in effect, the overall growth in our global research and development and engineering teams may fluctuate from quarter to quarter in the near-term.
We believe that these investments will contribute to our long-term growth, although they may adversely affect our profitability in the near term.
44
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Transition to Subscription
Starting in fiscal 2019, as a result of our transition towards a subscription-based business model, more of our customers began purchasing separately sold subscription term-based licenses that could be deployed on a variety of hardware platforms. As we continue our transition to a subscription-based business model, we expect a greater portion of our products to be delivered through subscription term-based licenses or cloud-based SaaS subscriptions. Shifts in the mix of whether our solutions are sold on a subscription basis have and could continue to result in fluctuations in our billings and revenue. Subscription sales consist of subscription term-based licenses and offerings with ongoing performance obligations, including software entitlement and support subscriptions and cloud-based SaaS offerings. Since revenue is recognized as performance obligations are delivered, sales with ongoing performance obligations may reflect lower revenue in a given period. In addition, other factors relating to our shift to selling more subscription term-based licenses may impact our billings, revenue and cash flow. For example, our term-based licenses generally have an average term of less than four years and thus result in lower billings and revenue in a given period when compared to our historical life of device license sales, which have a duration equal to the life of the associated appliance, which we estimate to be approximately five years. In addition, starting in fiscal 2021, we began compensating our sales force based on ACV instead of total contract value, and while we expect that the shift to an ACV-based sales compensation plan will incentivize sales representatives to maximize ACV and minimize discounts, it could also further compress the average term of our subscription term-based licenses. Furthermore, our customers may, including in response to the uncertainty caused by the COVID-19 pandemic, decide to purchase our software solutions on shorter subscription terms than they have historically, and/or request to only pay for the initial year of a multi-year subscription term upfront, which could negatively impact our billings, revenue and cash flow in a given period when compared to historical life-of-device or multiple-year term-based license sales.
Revenue for our solutions, whether or not sold as a subscription term-based license, is generally recognized upon transfer of control to the customer. For additional information on revenue recognition, see Note 2 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Market Adoption of Our Products
The public cloud and, more recently, hybrid cloud paradigms, have changed IT buyer expectations about the simplicity, agility, scalability, portability and pay-as-you-grow economics of IT resources, which represent a major architectural shift and business model evolution. A key focus of our sales and marketing efforts is creating market awareness about the benefits of our enterprise cloud platform. This includes our newer products outside of our core hyperconverged infrastructure offering, both as compared to traditional datacenter architectures as well as the public cloud, particularly as we continue to pursue large enterprises and mission critical workloads and transition toward a subscription-based business model. The broad nature of the technology shift that our enterprise cloud platform represents, the relationships our end customers have with existing IT vendors, and our transition toward a subscription-based business model sometimes lead to unpredictable sales cycles. We hope to compress and stabilize these sales cycles as market adoption increases, as we gain leverage with our channel partners, as we continue to educate the market about our subscription-based business model and as our sales and marketing efforts evolve. Our business and operating results will be significantly affected by the degree to and speed with which organizations adopt our enterprise cloud platform.
Leveraging Partners
We plan to continue to leverage our relationships with our channel and OEM partners and expand our network of cloud and ecosystem partners, all of which help to drive the adoption and sale of our solutions with our end customers, and we sell our solutions primarily through our partners. We believe that increasing channel leverage, particularly as we expand our focus on opportunities in commercial accounts, by investing in sales enablement and co-marketing with our partners and OEMs in the long term will extend and improve our engagement with a broad set of end customers. Our business and results of operations will be significantly affected by our success in leveraging our relationships with our channel and OEM partners and expanding our network of cloud and ecosystem partners.
45
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Customer Retention and Expansion
Our end customers typically deploy our technology for a specific workload initially. After a new end customer's initial order, which includes the product and associated software entitlement and support subscription and services, we focus on expanding our footprint by serving more workloads. We also generate recurring revenue from our software entitlement and support subscription renewals, and given our transition to a subscription-focused business model, software and support renewals will have an increasing significance for our future revenue streams as existing subscriptions come up for renewal. We view continued purchases and upgrades as critical drivers of our success, as the sales cycles are typically shorter as compared to new end customer deployments, and selling efforts are typically less. As of January 31, 2022, approximately 71% of our end customers who have been with us for 18 months or longer have made a repeat purchase, which is defined as any purchase activity, including renewals of term-based licenses or software entitlement and support subscription renewals, after the initial purchase. Additionally, end customers who have been with us for 18 months or longer have total lifetime orders, including the initial order, in an amount that is more than 6.7x greater, on average, than their initial order. This number increases to approximately 18.8x, on average, for Global 2000 end customers who have been with us for 18 months or longer as of January 31, 2022. These multiples exclude the effect of one end customer who had a very large and irregular purchase pattern that we believe is not representative of the purchase patterns of all of our other end customers.
Our business and operating results will depend on our ability to retain and sell additional solutions to our existing and future base of end customers. Our ability to obtain new and retain existing customers will in turn depend in part on a number of factors. These factors include our ability to effectively maintain existing and future customer relationships, continue to innovate by adding new functionality and improving usability of our solutions in a manner that addresses our end customers’ needs and requirements, and optimally price our solutions in light of marketplace conditions, competition, our costs and customer demand. Furthermore, our ongoing transition to a subscription-based business model may cause concerns among our customer base, including concerns regarding changes to pricing over time, and may also result in confusion among new and existing end customers, for example, regarding our pricing models. Such concerns and/or confusion can slow adoption and renewal rates among our current and future customer base.
Components of Our Results of Operations
Revenue
We generate revenue primarily from the sale of our enterprise cloud platform, which can be deployed on a variety of qualified hardware platforms or, in the case of our cloud-based SaaS offerings, via hosted service or delivered pre-installed on an appliance that is configured to order. Non-portable software licenses are delivered or sold alongside configured-to-order appliances and can be used over the life of the associated appliance.
Our subscription term-based licenses are sold separately, or can be sold alongside configured-to-order appliances. Our subscription term-based licenses typically have a term of one to five years. Our cloud-based SaaS subscriptions have terms extending up to five years.
Configured-to-order appliances, including our Nutanix-branded NX hardware line, can be purchased from one of our channel partners, OEMs or in limited cases, directly from Nutanix. Our enterprise cloud platform typically includes one or more years of support and entitlements, which provides customers with the right to software upgrades and enhancements as well as technical support. Our platform is primarily sold through channel partners, including distributors, resellers and OEMs.
46
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Product revenue — Product revenue consists of software and hardware revenue. A majority of our product revenue is generated from the sale of our enterprise cloud operating system. We also sell renewals of previously purchased software licenses and SaaS offerings. Revenue from our software products is generally recognized upon transfer of control to the customer, which is typically upon shipment for sales including a hardware appliance, upon making the software available to the customer when not sold with an appliance or as services are performed with SaaS offerings. In transactions where the hardware appliance is purchased directly from Nutanix, we consider ourselves to be the principal in the transaction and we record revenue and costs of goods sold on a gross basis. We consider the amount allocated to hardware revenue to be equivalent to the cost of the hardware procured. Hardware revenue is generally recognized upon transfer of control to the customer.
Support, entitlements and other services revenue — We generate our support, entitlements and other services revenue primarily from software entitlement and support subscriptions, which include the right to software upgrades and enhancements as well as technical support. The majority of our product sales are sold in conjunction with software entitlement and support subscriptions, with terms ranging from one to five years. Occasionally, we also sell professional services with our products. We recognize revenue from software entitlement and support contracts ratably over the contractual service period, which typically commences upon transfer of control of the corresponding products to the customer. We recognize revenue related to professional services as they are performed.
Cost of Revenue
Cost of product revenue — Cost of product revenue consists of costs paid to third-party OEM partners, hardware costs, personnel costs associated with our operations function, consisting of salaries, benefits, bonuses and stock-based compensation, cloud-based costs associated with our SaaS offerings, and allocated costs, consisting of certain facilities, depreciation and amortization, recruiting and information technology costs allocated based on headcount.
Cost of support, entitlements and other services revenue — Cost of support, entitlements and other services revenue includes personnel and operating costs associated with our global customer support organization, as well as allocated costs. We expect our cost of support, entitlements and other services revenue to increase in absolute dollars as our support, entitlements and other services revenue increases.
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. Personnel costs consist of wages, benefits, bonuses and, with respect to sales and marketing expenses, sales commissions.
Sales and marketing — Sales and marketing expense consists primarily of personnel costs. Sales and marketing expense also includes sales commissions, costs for promotional activities and other marketing costs, travel costs and costs associated with demonstration units, including depreciation and allocated costs. Commissions are deferred and recognized as we recognize the associated revenue. We expect sales and marketing expense to continue, in the long term, to increase in absolute dollars as part of our long-term plans to invest in our growth. However, as part of our overall efforts to improve our operating cash flow performance, we have also proactively taken steps to increase our go-to-market productivity and over time, we intend to reduce our overall sales and marketing spend as a percentage of revenue. For example, during the fourth quarter of fiscal 2021, we decreased our global headcount by 2.5%, primarily in sales and marketing, as part of our continued refinement of our go-to-market model. We have also recently seen higher-than-normal attrition among our sales representatives, and while we are actively recruiting additional sales representatives, it will take time to replace, train, and ramp them to full productivity. As a result, our sales and marketing expense will fluctuate, and may decline, in the near-term.
47
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Research and development — Research and development ("R&D") expense consists primarily of personnel costs, as well as other direct and allocated costs. We have devoted our product development efforts primarily to enhancing the functionality and expanding the capabilities of our solutions. R&D costs are expensed as incurred, unless they meet the criteria for capitalization. We expect R&D expense, in the long term, to increase in absolute dollars as part of our long-term plans to invest in our future products and services, including our newer subscription-based products, although R&D expense may fluctuate as a percentage of total revenue and, on an absolute basis, from quarter to quarter.
General and administrative — General and administrative ("G&A") expense consists primarily of personnel costs, which include our executive, finance, human resources and legal organizations. G&A expense also includes outside professional services, which consists primarily of legal, accounting and other consulting costs, as well as insurance and other costs associated with being a public company and allocated costs. We expect G&A expense, in the long term, to increase in absolute dollars, particularly due to additional legal, accounting, insurance and other costs associated with our growth, although G&A expense may fluctuate as a percentage of total revenue and, on an absolute basis, from quarter to quarter.
Other Income (Expense), Net
Other income (expense), net consists primarily of interest income and expense, which includes the amortization of the debt issuance costs associated with our 0% convertible senior notes due 2023 (the "2023 Notes"), our 2.50% convertible senior notes due 2026 (the "2026 Notes") and our 0.25% convertible senior notes due 2027 (the “2027 Notes”), changes in the fair value of the derivative liability associated with the 2026 Notes, non-cash interest expense on the 2026 Notes, the amortization of the debt discount on the 2026 Notes, interest expense on the 2027 Notes, debt extinguishment costs, interest income related to our short-term investments, and foreign currency exchange gains or losses.
Provision for Income Taxes
Provision for income taxes consists primarily of income taxes for certain foreign jurisdictions in which we conduct business and state income taxes in the United States. We have recorded a full valuation allowance related to our federal and state net operating losses and other net deferred tax assets and a partial valuation allowance related to our foreign net deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.
48
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Results of Operations
The following tables set forth our condensed consolidated results of operations in dollars and as a percentage of total revenue for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
174,798 |
|
|
$ |
209,151 |
|
|
$ |
330,550 |
|
|
$ |
389,256 |
|
Support, entitlements and other services |
|
|
171,584 |
|
|
|
203,930 |
|
|
|
328,586 |
|
|
|
402,342 |
|
Total revenue |
|
|
346,382 |
|
|
|
413,081 |
|
|
|
659,136 |
|
|
|
791,598 |
|
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product (1)(2) |
|
|
13,784 |
|
|
|
15,096 |
|
|
|
26,598 |
|
|
|
29,317 |
|
Support, entitlements and other services (1) |
|
|
57,170 |
|
|
|
64,873 |
|
|
|
112,315 |
|
|
|
132,098 |
|
Total cost of revenue |
|
|
70,954 |
|
|
|
79,969 |
|
|
|
138,913 |
|
|
|
161,415 |
|
Gross profit |
|
|
275,428 |
|
|
|
333,112 |
|
|
|
520,223 |
|
|
|
630,183 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing (1)(2) |
|
|
261,071 |
|
|
|
241,633 |
|
|
|
518,361 |
|
|
|
491,666 |
|
Research and development (1) |
|
|
135,571 |
|
|
|
141,608 |
|
|
|
271,375 |
|
|
|
285,874 |
|
General and administrative (1) |
|
|
35,034 |
|
|
|
44,291 |
|
|
|
68,808 |
|
|
|
84,319 |
|
Total operating expenses |
|
|
431,676 |
|
|
|
427,532 |
|
|
|
858,544 |
|
|
|
861,859 |
|
Loss from operations |
|
|
(156,248 |
) |
|
|
(94,420 |
) |
|
|
(338,321 |
) |
|
|
(231,676 |
) |
Other expense, net |
|
|
(126,001 |
) |
|
|
(15,332 |
) |
|
|
(204,733 |
) |
|
|
(293,881 |
) |
Loss before provision for income taxes |
|
|
(282,249 |
) |
|
|
(109,752 |
) |
|
|
(543,054 |
) |
|
|
(525,557 |
) |
Provision for income taxes |
|
|
5,141 |
|
|
|
5,309 |
|
|
|
9,384 |
|
|
|
9,356 |
|
Net loss |
|
$ |
(287,390 |
) |
|
$ |
(115,061 |
) |
|
$ |
(552,438 |
) |
|
$ |
(534,913 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) Includes stock-based compensation expense as |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product cost of revenue |
|
$ |
1,659 |
|
|
$ |
1,948 |
|
|
$ |
3,163 |
|
|
$ |
3,699 |
|
Support, entitlements and other services cost of revenue |
|
|
5,764 |
|
|
|
7,806 |
|
|
|
11,525 |
|
|
|
16,257 |
|
Sales and marketing |
|
|
30,031 |
|
|
|
26,380 |
|
|
|
62,258 |
|
|
|
55,512 |
|
Research and development |
|
|
36,058 |
|
|
|
35,763 |
|
|
|
73,945 |
|
|
|
74,242 |
|
General and administrative |
|
|
10,942 |
|
|
|
16,148 |
|
|
|
22,761 |
|
|
|
28,882 |
|
Total stock-based compensation expense |
|
$ |
84,454 |
|
|
$ |
88,045 |
|
|
$ |
173,652 |
|
|
$ |
178,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(2) Includes amortization of intangible assets as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product cost of revenue |
|
$ |
3,694 |
|
|
$ |
3,368 |
|
|
$ |
7,388 |
|
|
$ |
6,844 |
|
Sales and marketing |
|
|
651 |
|
|
|
651 |
|
|
|
1,302 |
|
|
|
1,302 |
|
Total amortization of intangible assets |
|
$ |
4,345 |
|
|
$ |
4,019 |
|
|
$ |
8,690 |
|
|
$ |
8,146 |
|
49
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
|
|
(as a percentage of total revenue) |
|
|||||||||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
50.5 |
% |
|
|
50.6 |
% |
|
|
50.1 |
% |
|
|
49.2 |
% |
Support, entitlements and other services |
|
|
49.5 |
% |
|
|
49.4 |
% |
|
|
49.9 |
% |
|
|
50.8 |
% |
Total revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
4.0 |
% |
|
|
3.7 |
% |
|
|
4.0 |
% |
|
|
3.7 |
% |
Support, entitlements and other services |
|
|
16.5 |
% |
|
|
15.7 |
% |
|
|
17.0 |
% |
|
|
16.7 |
% |
Total cost of revenue |
|
|
20.5 |
% |
|
|
19.4 |
% |
|
|
21.1 |
% |
|
|
20.4 |
% |
Gross profit |
|
|
79.5 |
% |
|
|
80.6 |
% |
|
|
78.9 |
% |
|
|
79.6 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
75.4 |
% |
|
|
58.5 |
% |
|
|
78.6 |
% |
|
|
62.1 |
% |
Research and development |
|
|
39.1 |
% |
|
|
34.3 |
% |
|
|
41.2 |
% |
|
|
36.1 |
% |
General and administrative |
|
|
10.1 |
% |
|
|
10.7 |
% |
|
|
10.4 |
% |
|
|
10.7 |
% |
Total operating expenses |
|
|
124.6 |
% |
|
|
103.5 |
% |
|
|
130.2 |
% |
|
|
108.9 |
% |
Loss from operations |
|
|
(45.1 |
)% |
|
|
(22.9 |
)% |
|
|
(51.3 |
)% |
|
|
(29.3 |
)% |
Other expense, net |
|
|
(36.4 |
)% |
|
|
(3.7 |
)% |
|
|
(31.1 |
)% |
|
|
(37.1 |
)% |
Loss before provision for income taxes |
|
|
(81.5 |
)% |
|
|
(26.6 |
)% |
|
|
(82.4 |
)% |
|
|
(66.4 |
)% |
Provision for income taxes |
|
|
1.5 |
% |
|
|
1.3 |
% |
|
|
1.4 |
% |
|
|
1.2 |
% |
Net loss |
|
|
(83.0 |
)% |
|
|
(27.9 |
)% |
|
|
(83.8 |
)% |
|
|
(67.6 |
)% |
Comparison of the Three and Six Months Ended January 31, 2021 and 2022
Revenue
|
|
Three Months Ended |
|
|
Change |
|
|
Six Months Ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Product |
|
$ |
174,798 |
|
|
$ |
209,151 |
|
|
$ |
34,353 |
|
|
|
20 |
% |
|
$ |
330,550 |
|
|
$ |
389,256 |
|
|
$ |
58,706 |
|
|
|
18 |
% |
Support, entitlements |
|
|
171,584 |
|
|
|
203,930 |
|
|
|
32,346 |
|
|
|
19 |
% |
|
|
328,586 |
|
|
|
402,342 |
|
|
|
73,756 |
|
|
|
22 |
% |
Total revenue |
|
$ |
346,382 |
|
|
$ |
413,081 |
|
|
$ |
66,699 |
|
|
|
19 |
% |
|
$ |
659,136 |
|
|
$ |
791,598 |
|
|
$ |
132,462 |
|
|
|
20 |
% |
|
|
Three Months Ended |
|
|
Change |
|
|
Six Months Ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
U.S. |
|
$ |
182,261 |
|
|
$ |
226,437 |
|
|
$ |
44,176 |
|
|
|
24 |
% |
|
$ |
359,374 |
|
|
$ |
443,587 |
|
|
$ |
84,213 |
|
|
|
23 |
% |
Europe, the Middle |
|
|
86,135 |
|
|
|
97,584 |
|
|
|
11,449 |
|
|
|
13 |
% |
|
|
146,041 |
|
|
|
181,579 |
|
|
|
35,538 |
|
|
|
24 |
% |
Asia Pacific |
|
|
63,187 |
|
|
|
74,844 |
|
|
|
11,657 |
|
|
|
18 |
% |
|
|
125,785 |
|
|
|
140,527 |
|
|
|
14,742 |
|
|
|
12 |
% |
Other Americas |
|
|
14,799 |
|
|
|
14,216 |
|
|
|
(583 |
) |
|
|
(4 |
)% |
|
|
27,936 |
|
|
|
25,905 |
|
|
|
(2,031 |
) |
|
|
(7 |
)% |
Total revenue |
|
$ |
346,382 |
|
|
$ |
413,081 |
|
|
$ |
66,699 |
|
|
|
19 |
% |
|
$ |
659,136 |
|
|
$ |
791,598 |
|
|
$ |
132,462 |
|
|
|
20 |
% |
50
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
The increase in product revenue for the three and six months ended January 31, 2022 was due primarily to increases in software revenue resulting from an increased adoption of our products, as well as growth in software renewals due to our transition to selling subscription term-based licenses, partially offset by the impact of the shorter average contract terms resulting from this transition. For the three and six months ended January 31, 2021, the total average contract term was approximately 3.4 years and 3.5 years, respectively. For both the three and six months ended January 31, 2022, the total average contract term was approximately 3.1 years. Total average contract term represents the dollar-weighted term across all subscription and life-of-device contracts billed during the period, using an assumed term of five years for licenses without a specified term, such as life-of-device licenses.
Support, entitlements and other services revenue increased for the three and six months ended January 31, 2022, as compared to the prior year periods, in conjunction with the growth of our end customer base and the related software entitlement and support subscription contracts.
Cost of Revenue and Gross Margin
|
|
Three Months Ended |
|
|
Change |
|
|
Six Months Ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Cost of product revenue |
|
$ |
13,784 |
|
|
$ |
15,096 |
|
|
$ |
1,312 |
|
|
|
10 |
% |
|
$ |
26,598 |
|
|
$ |
29,317 |
|
|
$ |
2,719 |
|
|
|
10 |
% |
Product gross margin |
|
|
92.1 |
% |
|
|
92.8 |
% |
|
|
|
|
|
|
|
|
92.0 |
% |
|
|
92.5 |
% |
|
|
|
|
|
|
||||
Cost of support, |
|
$ |
57,170 |
|
|
$ |
64,873 |
|
|
$ |
7,703 |
|
|
|
13 |
% |
|
$ |
112,315 |
|
|
$ |
132,098 |
|
|
$ |
19,783 |
|
|
|
18 |
% |
Support, entitlements |
|
|
66.7 |
% |
|
|
68.2 |
% |
|
|
|
|
|
|
|
|
65.8 |
% |
|
|
67.2 |
% |
|
|
|
|
|
|
||||
Total gross margin |
|
|
79.5 |
% |
|
|
80.6 |
% |
|
|
|
|
|
|
|
|
78.9 |
% |
|
|
79.6 |
% |
|
|
|
|
|
|
Cost of product revenue
Cost of product revenue increased slightly for the three and six months ended January 31, 2022, as compared to the prior year periods, due primarily to a corresponding increase in hardware revenue. Minor fluctuations in hardware revenue and cost of product revenue are anticipated, as we expect to continue selling small amounts of hardware for the foreseeable future.
Product gross margin increased by 0.7 percentage points and 0.5 percentage points for the three and six months ended January 31, 2022, respectively, as compared to the prior year periods, due primarily to increasing software revenue, as we continued to focus on more software-only transactions, which have a higher margin as compared to hardware sales.
Cost of support, entitlements and other services revenue
Cost of support, entitlements and other services revenue increased for the three and six months ended January 31, 2022, as compared to the prior year period, due primarily to higher personnel-related costs, resulting from growth in our global customer support organization.
Support, entitlements and other services gross margin increased by 1.5 percentage points and 1.4 percentage points for the three and six months ended January 31, 2022, respectively, as compared to the prior year periods, due primarily to support, entitlements and other services revenue growing at a higher rate than personnel-related costs.
51
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Operating Expenses
Sales and marketing
|
|
Three Months Ended |
|
|
Change |
|
|
Six Months Ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Sales and marketing |
|
$ |
261,071 |
|
|
$ |
241,633 |
|
|
$ |
(19,438 |
) |
|
|
(7 |
)% |
|
$ |
518,361 |
|
|
$ |
491,666 |
|
|
$ |
(26,695 |
) |
|
|
(5 |
)% |
Percent of total revenue |
|
|
75.4 |
% |
|
|
58.5 |
% |
|
|
|
|
|
|
|
|
78.6 |
% |
|
|
62.1 |
% |
|
|
|
|
|
|
Sales and marketing expense decreased for the three and six months ended January 31, 2022, as compared to the prior year periods, due primarily to lower marketing costs resulting from decreased spending and increased efficiencies, as well as lower headcount-related costs, driven by the 11% decrease in sales and marketing headcount from January 31, 2021 to January 31, 2022. The overall decrease in sales and marketing expense was partially offset by savings in the prior year period due to the company-wide furlough week during the first quarter of fiscal 2021, as well as an increase in commissions expense as a result of the increase in revenue.
Research and development
|
|
Three Months Ended |
|
|
Change |
|
|
Six Months Ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Research and development |
|
$ |
135,571 |
|
|
$ |
141,608 |
|
|
$ |
6,037 |
|
|
|
4 |
% |
|
$ |
271,375 |
|
|
$ |
285,874 |
|
|
$ |
14,499 |
|
|
|
5 |
% |
Percent of total revenue |
|
|
39.1 |
% |
|
|
34.3 |
% |
|
|
|
|
|
|
|
|
41.2 |
% |
|
|
36.1 |
% |
|
|
|
|
|
|
Research and development expense increased for the three and six months ended January 31, 2022, as compared to the prior year periods, due primarily to higher personnel-related costs, resulting from growth in our R&D headcount, which grew 13% from January 31, 2021 to January 31, 2022.
General and administrative
|
|
Three Months Ended |
|
|
Change |
|
|
Six Months Ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
General and administrative |
|
$ |
35,034 |
|
|
$ |
44,291 |
|
|
$ |
9,257 |
|
|
|
26 |
% |
|
$ |
68,808 |
|
|
$ |
84,319 |
|
|
$ |
15,511 |
|
|
|
23 |
% |
Percent of total revenue |
|
|
10.1 |
% |
|
|
10.7 |
% |
|
|
|
|
|
|
|
|
10.4 |
% |
|
|
10.7 |
% |
|
|
|
|
|
|
General and administrative expense increased for the three and six months ended January 31, 2022, as compared to the prior year periods, due primarily to increases in personnel-related costs, resulting from growth in our G&A headcount, which grew 17% from January 31, 2021 to January 31, 2022.
52
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Other Expense, Net
|
|
Three Months Ended |
|
|
Change |
|
|
Six Months Ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Interest income, net |
|
$ |
1,178 |
|
|
$ |
522 |
|
|
$ |
656 |
|
|
|
56 |
% |
|
$ |
2,478 |
|
|
$ |
1,076 |
|
|
$ |
1,402 |
|
|
|
57 |
% |
Change in fair value of |
|
|
(101,640 |
) |
|
|
— |
|
|
|
(101,640 |
) |
|
|
100 |
% |
|
|
(166,380 |
) |
|
|
(198,038 |
) |
|
|
31,658 |
|
|
|
19 |
% |
Amortization of debt |
|
|
(21,751 |
) |
|
|
(15,126 |
) |
|
|
(6,625 |
) |
|
|
(30 |
)% |
|
|
(35,410 |
) |
|
|
(29,884 |
) |
|
|
(5,526 |
) |
|
|
(16 |
)% |
Debt extinguishment costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0 |
% |
|
|
— |
|
|
|
(64,911 |
) |
|
|
64,911 |
|
|
|
100 |
% |
Other |
|
|
(3,788 |
) |
|
|
(728 |
) |
|
|
(3,060 |
) |
|
|
(81 |
)% |
|
|
(5,421 |
) |
|
|
(2,124 |
) |
|
|
(3,297 |
) |
|
|
(61 |
)% |
Other expense, net |
|
$ |
(126,001 |
) |
|
$ |
(15,332 |
) |
|
$ |
(110,669 |
) |
|
|
(88 |
)% |
|
$ |
(204,733 |
) |
|
$ |
(293,881 |
) |
|
$ |
89,148 |
|
|
|
44 |
% |
Other expense, net decreased for the three months ended January 31, 2022, as compared to the prior year period, due primarily to the change in the fair value of the derivative liability related to the 2026 Notes, which was reclassified to equity during the first quarter of fiscal 2022.
Other expense, net increased for the six months ended January 31, 2022, as compared to the prior year period, due primarily to the debt extinguishment costs resulting from the exchange of $416.5 million in aggregate principal amount of the 2023 Notes for $477.3 million in aggregate principal amount of the 2027 Notes and the change in the fair value of the derivative liability related to the 2026 Notes.
Provision for Income Taxes
|
|
Three Months Ended |
|
|
Change |
|
|
Six Months Ended |
|
|
Change |
|
||||||||||||||||||||
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
|
2021 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Provision for income taxes |
|
$ |
5,141 |
|
|
$ |
5,309 |
|
|
$ |
168 |
|
|
|
3 |
% |
|
$ |
9,384 |
|
|
$ |
9,356 |
|
|
$ |
(28 |
) |
|
|
(0 |
)% |
The increase in the income tax provision for the three months ended January 31, 2022, as compared to the prior year period, was due primarily to an increase in foreign taxes from higher taxable earnings in foreign jurisdictions, as we continued our global expansion. The decrease in the income tax provision for the six months ended January 31, 2022, as compared to the prior year period, was due primarily to higher tax benefits on stock options exercised during fiscal 2022. We continue to maintain a full valuation allowance on our U.S. federal and state deferred tax assets and a partial valuation allowance related to our foreign net deferred tax assets.
Liquidity and Capital Resources
As of January 31, 2022, we had $400.7 million of cash and cash equivalents, $3.1 million of restricted cash and $891.0 million of short-term investments, which were held for general corporate purposes. Our cash, cash equivalents and short-term investments primarily consist of bank deposits, money market accounts and highly rated debt instruments of the U.S. government and its agencies and debt instruments of highly rated corporations.
In January 2018, we issued convertible senior notes with a 0% interest rate for an aggregate principal amount of $575.0 million. In September 2021, we entered into privately negotiated exchange and note repurchase transactions, after which $145.7 million in aggregate principal amount of 2023 Notes remains outstanding. There are no required principal payments prior to the maturity of the 2023 Notes. For additional information, see Note 5 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
In September 2020, we issued $750.0 million in aggregate principal amount of 2.50% convertible senior notes due 2026 to BCPE Nucleon (DE) SVP, LP, an entity affiliated with Bain Capital, LP. For additional information, see Note 5 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
53
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
In September 2021, we issued convertible senior notes with a 0.25% interest rate for an aggregate principal amount of $575.0 million due 2027, of which $477.3 million was issued in exchange for approximately $416.5 million principal amount of the 2023 Notes and the remaining $97.7 million was issued for cash. There are no required principal payments prior to the maturity of the 2027 Notes. For additional information, see Note 5 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Due to investments in our business as well as the potential cash flow impacts resulting from our continued transition to a subscription-based business model, we expect our operating and free cash flow to continue to fluctuate during the next 12 months. Notwithstanding that fact, we believe that our cash and cash equivalents and short-term investments will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings, the continuing market acceptance of our products, the impact of COVID-19 pandemic on our business, our end customers and partners, and the economy, and the timing of and extent to which our customers transition to shorter-term contracts or request to only pay for the initial term of multi-year contracts as a result of our transition to a subscription-based business model.
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
|
Six Months Ended January 31, |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
(in thousands) |
|
|||||
Net cash (used in) provided by operating activities |
|
$ |
(19,630 |
) |
|
$ |
32,706 |
|
Net cash (used in) provided by investing activities |
|
|
(620,893 |
) |
|
|
13,158 |
|
Net cash provided by financing activities |
|
|
620,442 |
|
|
|
69,069 |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
$ |
(20,080 |
) |
|
$ |
114,933 |
|
Cash Flows from Operating Activities
Net cash provided by operating activities was $32.7 million for the six months ended January 31, 2022, compared to net cash used in operating activities of $19.6 million for the six months ended January 31, 2021. The increase in cash provided by operating activities for the six months ended January 31, 2022 was due primarily to an increase in cash collections during the period.
Cash Flows from Investing Activities
Net cash used in investing activities of $620.9 million for the six months ended January 31, 2021 included $859.6 million of short-term investment purchases and $25.2 million of purchases of property and equipment, partially offset by $260.9 million of maturities of short-term investments and $3.0 million of sales of short-term investments.
Net cash provided by investing activities of $13.2 million for the six months ended January 31, 2022 included $568.7 million of maturities of short-term investments and $18.0 million of sales of short-term investments, partially offset by $556.1 million of short-term investment purchases and $17.4 million of purchases of property and equipment.
Cash Flows from Financing Activities
Net cash provided by financing activities of $620.4 million for the six months ended January 31, 2021 consisted of $723.6 million of proceeds from the issuance of the 2026 Notes, net of issuance costs, and $21.9 million of proceeds from the sale of shares through employee equity incentive plans, partially offset by $125.1 million of repurchases of our Class A common stock.
54
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Net cash provided by financing activities of $69.1 million for the six months ended January 31, 2022 included $89.1 million of proceeds from the issuance of the 2027 Notes, net of issuance costs, $39.9 million of proceeds from the unwinding of convertible note hedges related to the 2023 Notes, and $32.1 million of proceeds from the sale of shares through employee equity incentive plans, partially offset by $58.6 million of repurchases of our Class A common stock, $18.4 million of payments for the unwinding of warrants related to the 2023 Notes, and $14.7 million of debt extinguishment costs.
Contractual Obligations
The following table summarizes our contractual obligations as of January 31, 2022:
|
|
Payments Due by Period |
|
|||||||||||||||||
|
|
Total |
|
|
Less than |
|
|
1 Year to |
|
|
3 to |
|
|
More than |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Principal amount payable on convertible |
|
$ |
1,489,097 |
|
|
$ |
145,704 |
|
|
$ |
— |
|
|
$ |
768,393 |
|
|
$ |
575,000 |
|
Interest on convertible senior notes (1) |
|
|
7,768 |
|
|
|
511 |
|
|
|
— |
|
|
|
7,257 |
|
|
|
— |
|
Operating leases (undiscounted basis) (2) |
|
|
120,038 |
|
|
|
49,690 |
|
|
|
63,296 |
|
|
|
7,052 |
|
|
|
— |
|
Other commitments (3) |
|
|
93,613 |
|
|
|
83,252 |
|
|
|
6,887 |
|
|
|
3,474 |
|
|
|
— |
|
Guarantees with OEMs |
|
|
86,368 |
|
|
|
86,368 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
1,796,884 |
|
|
$ |
365,525 |
|
|
$ |
70,183 |
|
|
$ |
786,176 |
|
|
$ |
575,000 |
|
From time to time, in the normal course of business, we make commitments with our OEMs to ensure them a minimum level of financial consideration for their investment in our joint solutions. These commitments are based on revenue targets or on-hand inventory and non-cancelable purchase orders for non-standard components. We record a charge related to these items when we determine that it is probable a loss will be incurred and we are able to estimate the amount of the loss. Our historical charges have not been material.
As of January 31, 2022, we had accrued liabilities related to uncertain tax positions, which are reflected on our condensed consolidated balance sheet. These accrued liabilities are not reflected in the contractual obligations disclosed in the table above, as it is uncertain if or when such amounts will ultimately be settled.
Off-Balance Sheet Arrangements
As of January 31, 2022, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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 management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the applicable periods. We evaluate our estimates, assumptions and judgments on an ongoing basis. Our estimates, assumptions and judgments are based on historical experience and various other factors that we believe to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change the results from those reported.
55
NUTANIX, INC.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
There have been no material changes to our critical accounting policies and estimates as compared to those described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021.
Recent Accounting Pronouncements
See Note 1 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of recent accounting pronouncements.
56
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have operations both within the United States and internationally and we are exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates.
Foreign Currency Risk
Our condensed consolidated results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Historically, our revenue contracts have been denominated in U.S. dollars. Our expenses are generally denominated in the currencies in which our operations are located. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative instruments. In the event our foreign sales and expenses increase, our operating results may be more significantly affected by foreign currency exchange rate fluctuations, which can affect our operating income or loss. The effect of a hypothetical 10% change in foreign currency exchange rates on our non-U.S. dollar monetary assets and liabilities would not have had a material impact on our historical condensed consolidated financial statements. Foreign currency transaction gains and losses and exchange rate fluctuations have not been material to our condensed consolidated financial statements.
A hypothetical 10% decrease in the U.S. dollar against other currencies would result in an increase in our operating loss of approximately $23.9 million and $29.0 million for the six months ended January 31, 2021 and 2022, respectively. The increase in this hypothetical change is due to an increase in our expenses denominated in foreign currencies due to our continued global expansion. This analysis disregards the possibilities that rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.
Interest Rate Risk
Our investment objective is to conserve capital and maintain liquidity to support our operations; therefore, we generally invest in highly liquid securities, consisting primarily of bank deposits, money market funds, commercial paper, U.S. government securities and corporate bonds. Such fixed and floating interest-earning instruments carry a degree of interest rate risk. The fair market value of fixed income securities may be adversely impacted by a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. Therefore, we do not expect our operating results or cash flows to be materially affected by a sudden change in interest rates.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level.
In designing and evaluating our disclosure controls and procedures, 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 management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
57
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The information set forth under the "Legal Proceedings" subheading in Note 7 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
Item 1A. Risk Factors
You should carefully consider the risks and uncertainties described under the heading "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2021, together with all of the other information contained in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect our business. There have been no additional material changes from the risks and uncertainties previously disclosed under the "Risk Factors" section in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Purchases of Equity Securities by the Issuer
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
See the Exhibit Index below for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.
58
EXHIBIT INDEX
|
|
Incorporated by Reference |
|
|||
Number |
Exhibit Title |
Form |
File No. |
Exhibit |
Filing Date |
Filed Herewith |
3.1 |
8-K |
001-37883 |
3.1 |
1/4/2022 |
|
|
10.1 |
|
|
|
|
X |
|
31.1 |
|
|
|
|
X |
|
31.2 |
|
|
|
|
X |
|
32.1* |
|
|
|
|
X |
|
32.2* |
|
|
|
|
X |
|
101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XRBL tags are embedded within the Inline XBRL document |
|
|
|
|
X |
101.SCH |
XBRL Taxonomy Extension Schema Document |
|
|
|
|
X |
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
X |
101. |
XBRL Taxonomy Extension Definition |
|
|
|
|
X |
101. |
XBRL Taxonomy Extension Label Linkbase |
|
|
|
|
X |
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
X |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
|
|
|
X |
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the
Registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”
* These exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the Securities and Exchange Commission and are
not incorporated by reference in any filing of Nutanix, 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 hereof and irrespective of any general incorporation language contained in such filings.
59
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.
|
|
NUTANIX, INC. |
|
|
|
Date: March 10, 2022 |
|
/s/ Duston M. Williams |
|
|
Duston M. Williams |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
60
Exhibit 10.1
Certain identified information has been excluded from THIS exhibit because it is both (i) not material and (ii) is the type of information that the Registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”
AMENDMENT FOUR TO ORIGINAL EQUIPMENT MANUFACTURER (OEM) PURCHASE AGREEMENT
This Amendment Four (“Amendment Four”) to the Original Equipment Manufacturer Purchase Agreement (“Agreement”) by and between SUPER MICRO COMPUTER INC. (“Supplier”) and NUTANIX, INC. (“OEM”) is entered into as of the date of last signature below (“Amendment Effective Date”). Collectively Supplier and OEM are referred to as the “Parties”.
RECITALS
A. WHEREAS The parties entered into the Agreement as of May 16, 2014, and
B WHEREAS The parties had previously amended the Agreement with Amendment 1, Amendment 2, and Amendment 3 and now desire to enter into an Amendment 4 to the Agreement to update certain obligations of the parties as follows.
NOW THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
“Warranty Coverage Table:
Supermicro Standard Warranty Remedies for OEM Product (coverage dates calculated from date of invoice) |
Eligible Items: Products set forth on Exhibit A as updated from time-to-time. |
Item |
Manufacturer |
System/FRU |
Terms |
Complete System |
[***] |
System |
A, B, C |
Supermicro configured System Components |
[***] |
System |
A, B, C |
Memory Module (DIMM) |
[***] |
System |
A, B, C, I |
Central Processing Unit (CPU) |
[***] |
System |
A, B, C |
Solid State Drive (SSD) |
[***] |
System |
A, B, C, I |
Hard Drives (HDD) |
[***] |
System |
A, B, C, I |
Network Interface Card (NIC) |
[***] |
System |
A, B, C, I |
|
|
|
|
Node Assembly (NODE) |
[***] |
FRU |
A, B, C |
Chassis (PIO) |
[***] |
FRU |
B, E, G, H |
Memory Module (DIMM) |
[***] |
FRU |
B, E, G, H, I |
Solid State Drive (SSD) |
[***] |
FRU |
B, E, G, H, I |
Solid State Drive (SSD) |
[***] |
FRU |
D, G, H, I |
Hard Drive (HDD) |
[***] |
FRU |
B, E, G, H, I |
Hard Drive (HDD) |
[***] |
FRU |
D, G, H, I |
Add On Card (AOC) |
[***] |
FRU |
B, E, G, H, I |
Power Supply (PWS) |
[***] |
FRU |
B, E, G, H, I |
Fan (FAN) |
[***] |
FRU |
B, E, G, H, I |
Network Interface Card (NIC) |
[***] |
FRU |
A, B, F, I |
Graphics Processing Unit (GPU) |
[***] |
FRU |
A, G, H, I |
SATADOM |
[***] |
FRU |
B, E, G, H, I |
M.2 |
[***] |
FRU |
B, E, G, H, I |
HBA |
[***] |
FRU |
B, E, G, H, I |
RAID cards |
[***] |
FRU |
B, E, G, H, I |
Transceivers |
[***] |
FRU |
B, E, G, H, I |
TPM |
[***] |
FRU |
B, E, G, H, I |
A |
[***] |
B |
[***] |
C |
[***] |
D |
[***] |
E |
[***] |
F |
[***] |
G |
[***] |
H |
[***] |
I |
[***] |
2
CONFIDENTIAL
Remark: Out of Warranty
If returned products are: a) within the warranty period, b) accompanied by the proper Return Materials Authorization ("RMA") and c) defective as determined by Supermicro; Supermicro will, at its option: 1) repair the defective product within [***], or 2) issue a credit to Nutanix for the invoice value of the product. Supermicro has no obligation to repair or replace parts beyond the three-year warranty period; however, Supermicro may repair or replace provided that 1) Nutanix pays for the cost of obtaining the part(s) and 2) the part(s) are available for purchase. Unless otherwise agreed to in writing by the parties all repairs will be performed with new parts.”
IN WITNESS WHEREOF, the parties have executed this Amendment Four as of the Amendment Effective Date.
NUTANIX INC.
By: /s/ Scott Lloyd
Title: VP, Operations
Date: 11/5/2021
ACKNOWLEDGED AND AGREED
SUPER MICRO COMPUTER INC.
By: /s/ Don Clegg
Title: SVP Worldwide Sales
Date: 6/8/2021
3
CONFIDENTIAL
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rajiv Ramaswami, certify that:
Date: March 10, 2022 |
|
/s/ Rajiv Ramaswami |
|
|
Rajiv Ramaswami |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Duston M. Williams, certify that:
Date: March 10, 2022 |
|
/s/ Duston M. Williams |
|
|
Duston M. Williams |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Rajiv Ramaswami, certify pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Nutanix, Inc. for the quarter ended January 31, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Nutanix, Inc.
Date: March 10, 2022 |
|
/s/ Rajiv Ramaswami |
|
|
Rajiv Ramaswami |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Duston M. Williams, certify pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Nutanix, Inc. for the quarter ended January 31, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Nutanix, Inc.
Date: March 10, 2022 |
|
/s/ Duston M. Williams |
|
|
Duston M. Williams |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |