View:
Download DOC
Download PDF
Download XLS

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)

May 25, 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 May 25, 2017, Nutanix, Inc. (the "Company") issued a press release announcing the Company’s financial results for its third fiscal quarter ended April 30, 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 May 25, 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.

 

Date:

May 25, 2017

By:

/s/ Duston M. Williams

Duston M. Williams

Chief Financial Officer

(Principal Financial Officer)

 

 

 

EXHIBIT INDEX

 

Exhibit Number

 

Description

99.1

Press release issued by Nutanix, Inc. on May 25, 2017

Exhibit 99.1

Nutanix Reports Third Quarter Fiscal 2017 Financial Results

Record Revenue of $192 Million Up 67 Percent YOY; Record Number of Large Deals; Expanding Market Opportunity with HPE and IBM Hardware

SAN JOSE, Calif.--(BUSINESS WIRE)--May 25, 2017--Nutanix, Inc. (NASDAQ:NTNX), a leader in enterprise cloud computing, today announced financial results for its third quarter of fiscal 2017, ended April 30, 2017.

Third 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.

“We continue to execute on our strategy of building a cloud operating system that provides our customers maximum choice of hardware platforms. We recently established a partnership with IBM® to bring to market the industry’s first hyperconverged solution on Power Systems, and introduced support for HPE® ProLiant® and Cisco UCS® blade servers,” said Dheeraj Pandey, CEO, Nutanix. “Our third quarter results reflect our continued focus on the Global 2000 as well as a measurable improvement in the number of larger deals in the quarter, particularly in North America.”

Recent Company Highlights

Q4 Fiscal 2017 Financial Outlook

For the fourth quarter of fiscal 2017, Nutanix expects:

Supplementary materials to this earnings release, including the company’s third 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 "Q4 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 third quarter fiscal 2017 financial results on a conference call at 4:30 p.m. Eastern time/1:30 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 12015922. 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 12015922.

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 and key performance 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 plans and expectations relating to our relationship with IBM and the deployment of our software on, and interoperability of our software with, IBM Power Systems, HPE ProLiant servers, and Cisco UCS B-Series blade servers, and anticipated future financial results, including but not limited to 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; failure to develop, or unexpected difficulties or delays in developing, new product features or technology on a timely or cost-effective basis; and other risks detailed in our Quarterly Report on Form 10-Q for the quarter ended January 31, 2017, filed with the SEC on March 10, 2017. Additional information will also be set forth in our Form 10-Q that will be filed for the quarter ended April 30, 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 Platform™ and the Nutanix logo are trademarks of Nutanix, Inc., registered or pending registration in the United States and other countries. Hewlett Packard Enterprise®, HPE® and ProLiant® are the registered trademarks of Hewlett Packard Enterprise Development LP and/or its affiliates. Cisco® and Cisco UCS® are the registered trademarks of Cisco Technology, Inc. IBM® and Power Systems™ are the trademarks of International Business Machines (IBM) and/or its affiliates. Nutanix is not associated with, sponsored or endorsed by HPE or Cisco. 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,   April 30,
2016 2017

Assets

Current assets:
Cash and cash equivalents $ 99,209 $ 200,774
Short-term investments 85,991 149,571
Accounts receivable—net 110,659 170,335
Deferred commissions—current 17,864 22,260
Prepaid expenses and other current assets 16,138   44,313  
Total current assets 329,861 587,253
Property and equipment—net 42,218 53,545
Deferred commissions—non-current 19,029 28,039
Intangible assets—net — 26,609
Goodwill — 16,636
Other assets—non-current 7,978   6,225  
Total assets $ 399,086   $ 718,307  
 
Liabilities, Convertible Preferred Stock and Stockholders’ (Deficit) Equity
Current liabilities:
Accounts payable $ 52,111 $ 83,869
Accrued compensation and benefits 24,547 56,834
Accrued expenses and other liabilities 5,537 9,018
Deferred revenue—current 130,569   207,018  
Total current liabilities 212,764 356,739
Deferred revenue—non-current 165,896 255,982
Senior notes 73,260 —
Convertible preferred stock warrant liability 9,679 —
Early exercised stock options liability 2,320 1,185
Other liabilities—non-current 1,103   9,163  
Total liabilities 465,022   623,069  
Commitments and contingencies
Convertible preferred stock 310,379   —  
Stockholders’ (deficit) equity:
Common stock 1 4
Additional paid-in capital 65,629 904,507
Accumulated other comprehensive loss (12 ) (96 )
Accumulated deficit (441,933 ) (809,177 )
Total stockholders’ (deficit) equity (376,315 ) 95,238  
Total liabilities, convertible preferred stock and stockholders’ (deficit) equity $ 399,086   $ 718,307  
 
 

NUTANIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data, unaudited)
 
    Three Months Ended   Nine Months Ended
April 30, April 30,
2016   2017 2016   2017
Revenue:
Product $ 89,957 $ 143,142 $ 241,582 $ 411,307
Support and other services 24,733   48,621   63,561   129,460  
Total revenue 114,690   191,763   305,143   540,767  
Cost of revenue:
Product (1) 33,427 62,593 91,061 173,206
Support and other services (1) 9,966   20,613   25,347   56,608  
Total cost of revenue 43,393   83,206   116,408   229,814  
Gross profit 71,297   108,557   188,735   310,953  
Operating expenses:
Sales and marketing (1) 75,849 128,007 200,576 368,026
Research and development (1) 31,390 74,607 81,271 220,802
General and administrative (1) 8,761   15,610   23,976   60,463  
Total operating expenses 116,000   218,224   305,823   649,291  
Loss from operations (44,703 ) (109,667 ) (117,088 ) (338,338 )

Other income (expense)—net

(2,106 ) 303   (331 ) (25,830 )
Loss before provision for income taxes (46,809 ) (109,364 ) (117,419 ) (364,168 )

Provision for income taxes

11   2,613   1,151   3,190  
Net loss $ (46,820 ) $ (111,977 ) $ (118,570 ) $ (367,358 )
Net loss per share attributable to common stockholders—basic and diluted $ (1.05 ) $ (0.78 ) $ (2.72 ) $ (3.07 )
Weighted-average shares used in computing net loss per share attributable to common stockholders—basic and diluted 44,441,954   144,054,432   43,643,451   119,851,586  
 
(1) Includes the following stock-based compensation expense:
Product cost of sales $ 98 $ 610 $ 311 $ 2,424
Support cost of sales 230 2,471 764 8,210
Sales and marketing 2,029 15,726 6,111 65,145
Research and development 1,519 27,041 4,760 89,826
General and administrative 1,168   4,503   3,434   28,081  
$ 5,044 $ 50,351 $ 15,380 $ 193,686
 
 
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
 
    Nine Months Ended

April 30,

2016   2017
Cash flows from operating activities:
Net loss $ (118,570 ) $ (367,358 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 18,975 27,934
Stock-based compensation 15,380 193,686
Loss on debt extinguishment — 3,320
Change in fair value of convertible preferred stock warrant liability (567 ) 21,133
Other (187 ) 777
Changes in operating assets and liabilities:
Accounts receivable—net (24,295 ) (58,841 )
Deferred commission (14,190 ) (13,406 )
Prepaid expenses and other assets (421 ) (29,628 )
Accounts payable (3,551 ) 32,468
Accrued compensation and benefits 4,819 32,000
Accrued expenses and other liabilities (2,147 ) 5,291
Deferred revenue 126,024   160,527  
Net cash provided by operating activities 1,270   7,903  

Cash flows from investing activities:

Purchases of property and equipment (33,419 ) (37,797 )
Purchases of investments (85,740 ) (156,420 )
Maturities of investments 66,613 59,542
Sale of investments — 32,640
Payments for business acquisitions, net of cash acquired —   (184 )
Net cash used in investing activities (52,546 ) (102,219 )
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts and commissions — 254,455
Payments of offering costs, net (2,791 ) (1,609 )
Proceeds from sales of shares through employee equity incentive plans, net of repurchases 2,747 26,662
Repayment of senior notes — (75,000 )
Debt extinguishment costs — (1,580 )
Payment of debt in conjunction with a business acquisition — (7,124 )
Proceeds from long-term debt - net of issuance costs 73,319 —
Other 836   77  
Net cash provided by financing activities 74,111   195,881  
Net increase in cash and cash equivalents 22,835 101,565
Cash and cash equivalents—beginning of period 67,879   99,209  
Cash and cash equivalents—end of period $ 90,714   $ 200,774  
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 2,093   $ 3,559  
Cash paid for interest $ —   $ 1,271  
Supplemental disclosures of non-cash investing and financing information:
Vesting of early exercised stock options $ 2,658 $ 1,293
Purchases of property and equipment included in accounts payable $ 2,932 $ 4,496
Offering costs included in accounts payable $ 980 $ 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 April 30,   Nine Months Ended April 30,
2016   2017 2016   2017
Total revenue $ 114,690   $ 191,763 $ 305,143   $ 540,767
Change in deferred revenue, net of acquisitions (1) 44,815   42,384   126,024   160,527
Billings $ 159,505   $ 234,147   $ 431,167   $ 701,294
 

(1) Excludes $6.0 million of deferred revenue assumed in the PernixData acquisition.

 
 
Reconciliation of GAAP to Non-GAAP Profit Measures
(In thousands, except share and per share data, unaudited)
 
    GAAP   Non-GAAP Adjustments   Non-GAAP
Three Months       Three Months
Ended April

Ended April 30,

30, 2017

(1)

 

(2)

 

(3)

 

(4)

2017

Gross profit $ 108,557 $ 3,081 $ 358 $ — $ — $ 111,996

Gross margin

56.6 % 1.6 % 0.2 % — 58.4 %
Operating expenses:
Sales and marketing $ 128,007 $ (15,726 ) $ (250 ) $ — $ 112,031
Research and development 74,607 (27,041 ) — — 47,566
General and administrative 15,610   (4,503 )   —     296       11,403  
Total operating expenses $ 218,224 $ (47,270 ) $ (250 ) $ 296 $ — $ 171,000
Loss from operations $ (109,667 ) $ 50,351 $ 608 $ (296 ) $ — $ (59,004 )
Net loss $ (111,977 ) $ 50,351 $ 608 $ (296 ) $ 513 $ (60,801 )
Weighted-shares outstanding, basic and diluted 144,054,432   144,054,432  
Net loss per share, basic and diluted $ (0.78 ) $ 0.35 $ 0.01 $ — $ — $ (0.42 )
 
(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   Three Months
Ended April Ended April
30, 2016

(1)

  (2) 30, 2016
Gross profit $ 71,297 $ 328 $ — $ 71,625
Gross margin 62.2 % 0.3 % — % 62.5 %
Operating expenses:
Sales and marketing $ 75,849 $ (2,029 ) $ — $ 73,820
Research and development 31,390 (1,519 ) — 29,871
General and administrative 8,761   (1,168 )   —   7,593  
Total operating expenses $ 116,000 $ (4,716 ) $ — $ 111,284
Loss from operations $ (44,703 ) $ 5,044 $ — $ (39,659 )
Net loss $ (46,820 ) $ 5,044 $ 1,337 $ (40,439 )
Weighted-shares outstanding, basic and diluted 44,441,954 44,441,954
Pro forma adjustment 76,319,511   76,319,511  
Pro forma weighted-shares outstanding, basic and diluted 120,761,465   120,761,465  
Net loss per share, basic and diluted $ (1.05 )
Pro forma net loss per share, basic and diluted $ (0.39 ) $ 0.05 $ 0.01 $ (0.33 )
 

(1) Stock-based compensation expense

(2) Change in fair value of preferred stock warrant liability
 
         
GAAP Non-GAAP Adjustments Non-GAAP

Nine Months
Ended April
30, 2017

(1)   (2)   (3)   (4)   (5)   (6)   (7)

Nine Months
Ended April
30, 2017

Gross profit $ 310,953 $ 10,634   $ 956   $ —   $ —   $ —   $ —   $ — $ 322,543
Gross margin 57.5 % 2.0 % 0.2 % — % — % — % — % — % 59.7 %
Operating expenses:
Sales and marketing $ 368,026 $ (65,145 ) $ (665 ) $ — $ — $ — $ — $ — $ 302,216
Research and development 220,802 (89,826 ) — — — — — — 130,976
General and administrative 60,463   (28,081 )   —   (176 )   (672 )   —   —   —   31,534  
Total operating expenses $ 649,291 $ (183,052 ) $ (665 ) $ (176 ) $ (672 ) $ — $ — $ — $ 464,726
Loss from operations $ (338,338 ) $ 193,686 $ 1,621 $ 176 $ 672 $ — $ — $ — $ (142,183 )
Net loss $ (367,358 ) $ 193,686 $ 1,621 $ 176 $ 672 $ 21,133 $ 3,320 $ (1,721 ) $ (148,471 )
Weighted-shares outstanding, basic and diluted 119,851,586 119,851,586
Pro forma adjustment 18,171,312   18,171,312  
Pro forma weighted-shares outstanding, basic and diluted 138,022,898   138,022,898  
Net loss per share, basic and diluted $ (3.07 )
Pro forma net loss per share, basic and diluted $ (2.66 ) $ 1.40 $ 0.01 $ — $ 0.01 $ 0.15 $ 0.02 $ (0.01 ) $ (1.08 )
 

(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

Nine Months
Ended April 30,
2016

(1)   (2)

Nine Months
Ended April
30, 2016

Gross profit $ 188,735 $ 1,075   $ — $ 189,810
Gross margin 61.9 % 0.3 % — % 62.2 %
Operating expenses:
Sales and marketing $ 200,576 $ (6,111 ) $ — $ 194,465
Research and development 81,271 (4,760 ) — 76,511
General and administrative 23,976   (3,434 )   —   20,542  
Total operating expenses $ 305,823 $ (14,305 ) $ — $ 291,518
Loss from operations $ (117,088 ) $ 15,380 $ — $ (101,708 )
Net loss $ (118,570 ) $ 15,380 $ (567 ) $ (103,757 )
Weighted-shares outstanding, basic and diluted 43,643,451 43,643,451
Pro forma adjustment 76,319,511   76,319,511  
Pro forma weighted-shares outstanding, basic and diluted 119,962,962   119,962,962  
Net loss per share, basic and diluted $ (2.72 )
Pro forma net loss per share, basic and diluted $ (0.99 ) $ 0.13 $ — $ (0.86 )
 

(1) Stock-based compensation expense

(2) Change in fair value of preferred stock warrant liability

 
     

Reconciliation of GAAP Net Cash Provided By (Used in) Operating Activities to Non-GAAP Free Cash Flow

(In thousands, unaudited)

 

 

Three Months Ended April 30, Nine Months Ended April 30,
2016   2017 2016   2017
Net cash provided by (used in) operating activities $ 2,413 $ (16,009 ) $ 1,270 $ 7,903
Purchase of property and equipment (13,398 ) (13,181 ) (33,419 ) (37,797 )
Free cash flow $ (10,985 ) $ (29,190 ) $ (32,149 ) $ (29,894 )
 

CONTACT:
Nutanix, Inc.
Investor Contact:
Tonya Chin, 408-560-2675
tonya@nutanix.com
or
Media Contact:
Raj Badarinath, 650-200-0725
raj.badarinath@nutanix.com