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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 2, 2017

NUTANIX, INC.
(Exact name of registrant as specified in its charter)

Delaware

001-37883

27-0989767

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1740 Technology Drive, Suite 150
San Jose, California 95110
(Address of principal executive offices, including zip code)

(408) 216-8360
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02.          Results of Operations and Financial Condition     

On March 2, 2017, Nutanix, Inc. (the "Company") issued a press release announcing the Company’s financial results for its second fiscal quarter ended January 31, 2017.  A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.          Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

  Description
 
99.1 Press release issued by Nutanix, Inc. on March 2, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NUTANIX, INC.

 

 

 

By:

/s/ Duston M. Williams

Duston M. Williams

Chief Financial Officer

(Principal Financial Officer)

 

Date:

March 2, 2017

EXHIBIT INDEX


 

Exhibit
Number

  Description
 
99.1

Press release issued by Nutanix, Inc. on March 2, 2017

Exhibit 99.1

Nutanix Reports Second Quarter Fiscal 2017 Financial Results

Record Revenues of $182.2 Million Up 77 Percent YOY; Adds Over 900 New Customers; Sees Accelerated Adoption of its Acropolis Hypervisor

SAN JOSE, Calif.--(BUSINESS WIRE)--March 2, 2017--Nutanix, Inc. (NASDAQ:NTNX), a leader in enterprise cloud computing, today announced financial results for its second quarter of fiscal 2017, ended January 31, 2017.

Second Quarter Fiscal Year 2017 Financial Highlights

Reconciliations between GAAP and non-GAAP financial measures and key performance measures are provided in the tables of this press release.

“Our journey has taken us from an unknown upstart to a well-established enterprise IT brand approaching a $1 billion annualized billings run-rate in just five years of selling. We continue to evolve and refine our strategy, including product expansions, sales focus and alternate consumption models, as we seek to capture a growing share of the highly dynamic $100+ billion enterprise infrastructure market,” said Dheeraj Pandey, CEO, Nutanix.

“Our solid results were driven by notable strength in our international business. Further, I am pleased we were able to hold our non-GAAP gross margins essentially steady despite component price increases impacting our costs,” said Duston Williams, CFO, Nutanix.

Recent Company Highlights

Q3 Fiscal 2017 Financial Outlook

For the third quarter of fiscal 2017, Nutanix expects:

Supplementary materials to this earnings release, including the company’s second quarter fiscal 2017 investor presentation, can be found at http://ir.nutanix.com/company/financial/.

All forward-looking non-GAAP financial measures contained in this section titled "Q3 Fiscal 2017 Financial Outlook" exclude stock-based compensation expense, and may also exclude, as applicable, other special items. The company has not reconciled guidance for non-GAAP gross margin and non-GAAP loss per share to their most directly comparable GAAP measures because such items that impact these measures are not within its control and are subject to constant change. While the actual amounts of such items will have a significant impact on the company’s non-GAAP gross margin and non-GAAP loss per share, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measures is not available without unreasonable effort.

Webcast and Conference Call Information

Nutanix executives will discuss the company’s second quarter fiscal 2017 financial results on a conference call at 5:00 p.m. Eastern time/2:00 p.m. Pacific time today. To listen to the call via telephone, dial 1-877-201-0168 in the United States or 1-647-788-4901 from outside the United States. The conference ID is 59841448. This call is being webcast live and is available to all interested parties on our Investor Relations website at ir.nutanix.com. Shortly after the conclusion of the conference call, a replay of the audio webcast will be available on the Nutanix Investor Relations website. A telephonic replay will be available for one week following the conference call at 1-800-585-8367 or 1-416-621-4642, conference ID 59841448.

Non-GAAP Financial Measures and Other Key Performance Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial and other key performance measures: billings, non-GAAP gross margin percentage, non-GAAP net loss, pro forma non-GAAP net loss per share, and free cash flow. In computing these non-GAAP financial measures, we exclude certain items such as stock-based compensation and the related income tax impact, costs associated with our acquisitions (such as amortization of acquired intangible assets, revaluation of contingent consideration, income tax related impact, and other acquisition-related costs), loss on debt extinguishment, and changes in the fair value of our preferred stock warrant liability. Billings is a performance measure which our management believes provides useful information to investors because it represents the amounts under binding purchase orders received by us during a given period that have been billed, and we calculate billings by adding the change in deferred revenue between the start and end of the period to total revenue recognized in the same period. Free cash flow is a performance measure that our management believes provides useful information to management and investors about the amount of cash generated by the business after necessary capital expenditures, and we define free cash flow as net cash (used in) provided by operating activities less purchases of property and equipment. 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. Our management believes that these non-GAAP financial measures 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. However, these non-GAAP financial and key performance measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Billings, non-GAAP gross margin percentage, non-GAAP net loss, pro forma non-GAAP net loss per share, and free cash flow are not substitutes for total revenue, gross profit, net loss, net loss per share, or net cash (used in) provided by operating activities, respectively. 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 in the tables captioned “Reconciliation of Revenue to Billings,” “Reconciliation of GAAP to Non-GAAP Profit Measures,” and “Reconciliation of GAAP Net Cash (Used In) Provided By Operating Activities to Non-GAAP Free Cash Flow,” and not to rely on any single financial measure to evaluate our business.

Forward Looking Statements

This press release contains express and implied forward-looking statements, including but not limited to statements relating to our competitive differentiation, our expectations relating to a contract awarded by the Navy Space and Naval Warfare Systems Command, including the execution and resulting value of any future orders under such contract, and anticipated future financial results, including but not limited to our annualized billings run rate, our guidance on estimated revenues, non-GAAP gross margin, and non-GAAP net loss per share for future fiscal periods. These forward-looking statements are not historical facts, and instead are based on our current expectations, estimates, opinions and beliefs. Consequently, you should not rely on these forward-looking statements. The accuracy of such forward-looking statements depends upon future events, and involves risks, uncertainties and other factors beyond our control that may cause these statements to be inaccurate and cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by such statements, including, among others: the rapid evolution of the markets in which we compete; our ability to sustain or manage future growth effectively; factors that could result in the significant fluctuation of our future quarterly operating results, including, among other things, our revenue mix, the timing and magnitude of orders, shipments and acceptance of our solutions in any given quarter, our ability to attract new and retain existing end-customers, changes in the pricing of certain components of our solutions, and fluctuations in demand and competitive pricing pressures for our solutions; the introduction, or acceleration of adoption of, competing solutions, including public cloud infrastructure; changes in government fiscal or contracting policies, or decreases in available government spending; and other risks detailed in our Quarterly Report on Form 10-Q for the quarter ended October 31, 2016, filed with the SEC on December 8, 2016. Additional information will also be set forth in our Form 10-Q that will be filed for the quarter ended January 31, 2017, which should be read in conjunction with these financial results. Our SEC filings are available on the Investor Relations section of the company’s website at ir.nutanix.com and on the SEC's website at www.sec.gov. These forward-looking statements speak only as of the date of this press release and, except as required by law, we assume no obligation to update forward-looking statements to reflect actual results or subsequent events or circumstances.

About Nutanix

Nutanix makes infrastructure invisible, elevating IT to focus on the applications and services that power their business. The Nutanix Enterprise Cloud platform leverages web-scale engineering and consumer-grade design to natively converge compute, virtualization and storage into a resilient, software-defined solution with rich machine intelligence. The result is predictable performance, cloud-like infrastructure consumption, robust security, and seamless application mobility for a broad range of enterprise applications. Learn more at www.nutanix.com or follow us on Twitter @nutanix.

© 2017 Nutanix, Inc. All rights reserved. Nutanix®, the Enterprise Cloud PlatformTM and the Nutanix logo are trademarks of Nutanix, Inc., registered or pending registration in the United States and other countries. SAP, SAP NetWeaver and SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP SE (or an SAP affiliate company) in Germany and other countries. Cisco® and Cisco UCS® are the registered trademarks of Cisco Technology, Inc. Nutanix is not associated with, sponsored or endorsed by Cisco. CRN is a registered trademark of The Channel Company, LLC. All other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s).

     
NUTANIX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
 
As of
July 31,     January 31,
2016 2017
Assets
Current assets:
Cash and cash equivalents $ 99,209 $ 226,006
Short-term investments 85,991 129,147
Accounts receivable—net 110,659 151,224
Deferred commissions—current 17,864 19,230
Prepaid expenses and other current assets 16,138   18,192  
Total current assets 329,861 543,799
Property and equipment—net 42,218 51,944
Deferred commissions—non-current 19,029 25,712
Intangible assets—net — 27,217
Goodwill — 16,784
Other assets—non-current 7,978   5,261  
Total assets $ 399,086   $ 670,717  
 
Liabilities, Convertible Preferred Stock and Stockholders’ (Deficit) Equity
Current liabilities:
Accounts payable $ 52,111 $ 65,231
Accrued compensation and benefits 24,547 36,645
Accrued expenses and other liabilities 5,537 6,404
Deferred revenue—current 130,569   186,255  
Total current liabilities 212,764 294,535
Deferred revenue—non-current 165,896 234,361
Senior notes 73,260 —
Convertible preferred stock warrant liability 9,679 —
Early exercised stock options liability 2,320 1,509
Other liabilities—non-current 1,103   8,429  
Total liabilities 465,022   538,834  
Commitments and contingencies (Note 7)
Convertible preferred stock:
Convertible preferred stock 310,379   —  
Stockholders’ (deficit) equity:
Common stock 1 4
Additional paid-in capital 65,629 829,249
Accumulated other comprehensive loss (12 ) (170 )
Accumulated deficit (441,933 ) (697,200 )
Total stockholders’ (deficit) equity (376,315 ) 131,883  
Total liabilities, convertible preferred stock and stockholders’ (deficit) equity $ 399,086   $ 670,717  
 
                 
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data, unaudited)
 
Three Months Ended Six Months Ended
January 31, January 31,
2016 2017 2016 2017
Revenue:
Product $ 81,229 $ 138,508 $ 151,625 $ 268,165
Support and other services 21,468   43,687   38,828   80,839  
Total revenue 102,697   182,195   190,453   349,004  
Cost of revenue:
Product (1) 29,977 58,403 57,634 110,613
Support and other services (1) 7,959   18,443   15,381   35,995  
Total cost of revenue 37,936   76,846   73,015   146,608  
Gross profit 64,761   105,349   117,438   202,396  
Operating expenses:
Sales and marketing (1) 66,128 111,244 124,727 240,019
Research and development (1) 26,024 70,914 49,881 146,195
General and administrative (1) 7,840   15,481   15,215   44,853  
Total operating expenses 99,992   197,639   189,823   431,067  
Loss from operations (35,231 ) (92,290 ) (72,385 ) (228,671 )
Other income (expense)—net 2,646   (421 ) 1,775   (26,133 )
Loss before provision for income taxes (32,585 ) (92,711 ) (70,610 ) (254,804 )
Provision for income taxes 620   501   1,140   577  
Net loss $ (33,205 ) $ (93,212 ) $ (71,750 ) $ (255,381 )
 
Net loss per share attributable to common stockholders—basic and diluted $ (0.76 ) $ (0.66 ) $ (1.66 ) $ (2.36 )
Weighted-average shares used in computing net loss per share attributable to common stockholders—basic and diluted 43,666,825   141,996,600   43,252,879   108,185,194  
 
(1) Includes the following stock-based compensation expense:
Product cost of sales $ 104 $ 848 $ 213 $ 1,814
Support cost of sales 241 2,389 534 5,739
Sales and marketing 1,964 15,528 4,082 49,419
Research and development 1,612 28,759 3,241 62,785
General and administrative $ 1,029   5,083   2,266   23,578  
$ 4,950 $ 52,607 $ 10,336 $ 143,335
 
 
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
     
Six Months Ended
January 31,
2016     2017
Cash flows from operating activities:
Net loss $ (71,750 ) $ (255,381 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization 11,822 18,172
Stock-based compensation 10,336 143,335
Loss on debt extinguishment — 3,320
Change in fair value of convertible preferred stock warrant liability (1,904 ) 21,133
Other (327 ) 929
Changes in operating assets and liabilities:
Accounts receivable—net (13,374 ) (39,730 )
Deferred commission (9,179 ) (8,049 )
Prepaid expenses and other assets 2,088 (2,707 )
Accounts payable (8,034 ) 11,342
Accrued compensation and benefits 1,484 11,811
Accrued expenses and other liabilities (3,514 ) 1,594
Deferred revenue 81,209   118,143  
Net cash (used in) provided by operating activities (1,143 ) 23,912  
Cash flows from investing activities:
Purchases of property and equipment (20,021 ) (24,616 )
Purchases of investments (31,546 ) (117,550 )
Maturities of investments 40,285 41,200
Sale of investments — 32,640
Payments for business acquisitions, net of cash acquired —   (184 )
Net cash used in investing activities (11,282 ) (68,510 )
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts and commissions — 254,455
Payments of offering costs (2,659 ) (1,609 )
Proceeds from exercise of stock options, net of repurchases 1,978 2,180
Repayment of senior notes — (75,000 )
Debt extinguishment costs — (1,580 )
Payment of debt in conjunction with a business acquisition — (7,124 )
Other 836   73  
Net cash provided by financing activities 155   171,395  
Net (decrease) increase in cash and cash equivalents (12,270 ) 126,797
Cash and cash equivalents—beginning of period 67,879   99,209  
Cash and cash equivalents—end of period $ 55,609   $ 226,006  
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 1,489   $ 2,344  
Cash paid for interest $ —   $ 1,271  
Supplemental disclosures of non-cash investing and financing information:
Vesting of early exercised stock options $ 1,995 $ 920
Purchases of property and equipment included in accounts payable $ 5,771 $ 6,983
Offering costs included in accounts payable $ 803 $ 51
Conversion of convertible preferred stock to common stock, net of issuance costs $ — $ 310,379
Reclassification of convertible preferred stock warrant liability to additional paid-in capital $ — $ 30,812
Issuance of common stock for business acquisitions $ — $ 27,063
 
         
Reconciliation of Revenue to Billings
(In thousands, unaudited)

 

Three Months Ended Six Months Ended
January 31, January 31,
2016     2017 2016     2017
Total revenue $ 102,697 $ 182,195 $ 190,453 $ 349,004
Change in deferred revenue, net of acquisitions (1) 40,676   45,185   81,209   118,143
Billings $ 143,373   $ 227,380   $ 271,662   $ 467,147
(1) Excludes $6.0 million of deferred revenue assumed in the PernixData acquisition.
 
 
Reconciliation of GAAP to Non-GAAP Profit Measures

(Dollars in thousands, unaudited)

               
GAAP Non-GAAP Adjustments Non-GAAP

Three
Months
Ended
January 31,
2017

(1)

 

(2)

 

(3)

 

(4)

Three
Months
Ended
January 31,
2017

Gross profit $ 105,349 $ 3,237 $ 360 $ — $ — $ 108,946

Gross margin

57.8 % 1.8 % 0.2 % — % — % 59.8 %
 
Operating expenses:
Sales and marketing $ 111,244 $ (15,528 ) $ (248 ) $ — $ — $ 95,468
Research and development 70,914 (28,759 ) — — — 42,155
General and administrative 15,481   (5,083 )   —     (286 )   —   10,112  
Total operating expenses $ 197,639 $ (49,370 ) $ (248 ) $ (286 ) $ — $ 147,735
 
Loss from operations $ (92,290 ) $ 52,607 $ 608 $ 286 $ — $ (38,789 )
 
Net loss $ (93,212 ) $ 52,607 $ 608 $ 286 $ (172 ) $ (39,883 )
 
Weighted-shares outstanding, basic and diluted 141,996,600   141,996,600  
 
Net loss per share, basic and diluted $ (0.66 ) $ 0.37 $ 0.01 $ 0.00 $ 0.00 $ (0.28 )
 
(1) Stock-based compensation expense
(2) Amortization of intangible assets
(3) Change in fair value of contingent consideration assumed in the PernixData acquisition
(4) Tax effect of stock-based compensation expense
 
             
GAAP Non-GAAP Adjustments Non-GAAP

Three Months
Ended
January 31,
2016

(1)

 

(2)

Three Months
Ended
January 31,
2016

Gross profit $ 64,761 $ 345 $ — $ 65,106
Gross margin 63.1 % 0.3 % — % 63.4 %
 
Operating expenses:
Sales and marketing $ 66,128 $ (1,964 ) $ — $ 64,164
Research and development 26,024 (1,612 ) — 24,412
General and administrative 7,840   (1,029 )   —   6,811  
Total operating expenses $ 99,992 $ (4,605 ) $ — $ 95,387
 
Loss from operations $ (35,231 ) $ 4,950 $ — $ (30,281 )
 
Net loss $ (33,205 ) $ 4,950 $ (2,675 ) $ (30,930 )
 
Weighted-shares outstanding, basic and diluted 43,666,825 43,666,825
Pro forma adjustment 76,319,511   76,319,511  
Pro forma weighted-shares outstanding, basic and diluted 119,986,336   119,986,336  
 
Net loss per share, basic and diluted $ (0.76 )
Pro forma net loss per share, basic and diluted $ (0.28 ) $ 0.04 $ (0.02 ) $ (0.26 )
 
(1) Stock-based compensation expense
(2) Change in fair value of preferred stock warrant liability
         
GAAP Non-GAAP Adjustments Non-GAAP

Six Months
Ended
January 31,
2017

(1)

 

(2)

 

(3)

 

(4)

 

(5)

 

(6)

 

(7)

Six Months
Ended
January 31,
2017

Gross profit $ 202,396 $ 7,553   $ 598   $ —   $ —   $ —   $ —   $ — $ 210,547
Gross margin 58.0 % 2.1 % 0.2 % — % — % — % — % — % 60.3 %
 
Operating expenses:
Sales and marketing $ 240,019 $ (49,419 ) $ (415 ) $ — $ — $ — $ — $ — $ 190,185
Research and development 146,195 (62,785 ) — — — — — — 83,410
General and administrative 44,853   (23,578 )   —     (472 )   (672 )   —     —     —   20,131  
Total operating expenses $ 431,067 $ (135,782 ) $ (415 ) $ (472 ) $ (672 ) $ — $ — $ — $ 293,726
 
Loss from operations $ (228,671 ) $ 143,335 $ 1,013 $ 472 $ 672 $ — $ — $ — $ (83,179 )
 
Net loss $ (255,381 ) $ 143,335 $ 1,013 $ 472 $ 672 $ 21,133 $ 3,320 $ (2,281 ) $ (87,717 )
 
Weighted-shares outstanding, basic and diluted 108,185,194 108,185,194
Pro forma adjustment 26,960,697   26,960,697  
Pro forma weighted-shares outstanding, basic and diluted 135,145,891   135,145,891  
 
Net loss per share, basic and diluted $ (2.36 )
Pro forma net loss per share, basic and diluted $ (1.89 ) $ 1.06 $ 0.01 $ 0.00 $ 0.01 $ 0.16 $ 0.02 $ (0.02 ) $ (0.65 )
 
(1) Stock-based compensation expense
(2) Amortization of intangible assets
(3) Change in fair value of contingent consideration assumed in the PernixData acquisition
(4) Acquisition-related costs
(5) Change in fair value of preferred stock warrant liability
(6) Loss on debt extinguishment
(7) Partial release of valuation allowance from the PernixData acquisition and tax effect of stock-based compensation expense
 
             
GAAP Non-GAAP Adjustments Non-GAAP

Six Months
Ended
January 31,
2016

(1)

   

(2)

Six Months
Ended
January 31,
2016

Gross profit $ 117,438 $ 747     $ — $ 118,185
Gross margin 61.7 % 0.4 % — % 62.1 %
 
Operating expenses:
Sales and marketing $ 124,727 $ (4,082 ) $ — $ 120,645
Research and development 49,881 (3,241 ) — 46,640
General and administrative 15,215   (2,266 )     —   12,949  
Total operating expenses $ 189,823 $ (9,589 ) $ — $ 180,234
 
Loss from operations $ (72,385 ) $ 10,336 $ — $ (62,049 )
 
Net loss $ (71,750 ) $ 10,336 $ (1,904 ) $ (63,318 )
 
Weighted-shares outstanding, basic and diluted 43,252,879 43,252,879
Pro forma adjustment 76,319,511   76,319,511  
Pro forma weighted-shares outstanding, basic and diluted 119,572,390   119,572,390  
 
Net loss per share, basic and diluted $ (1.66 )
Pro forma net loss per share, basic and diluted $ (0.60 ) $ 0.09 $ (0.02 ) $ (0.53 )
 
(1) Stock-based compensation expense
(2) Change in fair value of preferred stock warrant liability
 
         
Reconciliation of GAAP Net Cash (Used In) Provided By Operating Activities to
Non-GAAP Free Cash Flow
(In thousands, unaudited)
 
Three Months Ended Six Months Ended
January 31, January 31,
2016     2017 2016     2017
Net cash provided by (used in) operating activities $ 4,473 $ 19,752 $ (1,143 ) $ 23,912
Purchases of property and equipment (10,379 ) (12,701 ) (20,021 ) (24,616 )
Free cash flow $ (5,906 ) $ 7,051   $ (21,164 ) $ (704 )

CONTACT:
Nutanix, Inc.
Investor Contact:
Tonya Chin, 408-560-2675
tonya@nutanix.com
Media Contact:
Kate Reed, 973-534-9292
kreed@nutanix.com