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)

November 30, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ⊠

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞

Item 2.02.          Results of Operations and Financial Condition          

On November 30, 2017, Nutanix, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its first fiscal quarter ended October 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 November 30, 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:

November 30, 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 November 30, 2017

Exhibit 99.1

Nutanix Reports First Quarter Fiscal 2018 Financial Results

Increase in Federal Sales and Large Deals Drive 46% Percent YoY Growth; Company Shifts Toward Software-Centric Business Model

SAN JOSE, Calif.--(BUSINESS WIRE)--November 30, 2017--Nutanix, Inc. (NASDAQ: NTNX), a leader in enterprise cloud computing, today announced financial results for its first quarter of fiscal year 2018, ended October 31, 2017.

First Quarter Fiscal Year 2018 Financial Highlights

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

“We’re pleased to start our fiscal 2018 with a strong Q1 and a meaningful and engaging .NEXT conference in Europe,” said Dheeraj Pandey, Chairman, Founder and CEO of Nutanix. “Over the coming quarters we will thoughtfully adopt a software-centric strategy. Customers will continue to experience the same simple purchasing process and high-quality customer service. With a strong instinct for go-to-market, an imminent and differentiated roadmap for hybrid cloud, and a diverse executive team, I'm very much looking forward to a strong performance in the remainder of fiscal 2018.”

Recent Company Highlights

“While we will be focusing even more intently on selling software going forward, it’s worth noting what the past twelve months would have looked like had we chosen not to bill any pass-through hardware-related transactions. Nutanix would have recorded nearly $800 million(1) in pure software and support billings and delivered gross margins above 80%,(2) while continuing to be a leader in very large market,” said Duston Williams, Chief Financial Officer of Nutanix. “Looking forward, we expect continued strong top line growth in the remainder of fiscal 2018.”

Q2 Fiscal 2018 Financial Outlook

For the second quarter of fiscal 2018, Nutanix expects:

Supplementary materials to this earnings release, including the company’s first quarter fiscal 2018 investor presentation, can be found at http://ir.nutanix.com/company/financial/.

All forward-looking non-GAAP financial measures contained in this section titled "Q2 Fiscal 2018 Financial Outlook" exclude stock-based compensation expense and amortization of intangible assets 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.

(1)

  Pure software and support billings during the last twelve months of nearly $800 million is calculated as billings, less direct hardware costs of approximately $268 million for the last twelve months.

(2)

Pure software and support gross margin of above 80% is calculated using non-GAAP gross profit divided by revenue, adjusted to exclude direct hardware costs for the last twelve months.

Webcast and Conference Call Information

Nutanix executives will discuss the company’s fiscal first quarter 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 1-833-227-5841 in the United States or 1-647-689-4068 from outside the United States. The conference ID is 5083258. This call will be webcast live and 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 5083258.

New Accounting Standard

The Company adopted ASC 606, the new standard related to revenue recognition effective August 1, 2017. Prior period information has been adjusted to reflect the adoption of this new standard.

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 operating expenses, 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. Adjusted gross margin percentage and non-GAAP operating expense are performance measures which our management believes provides useful information to investors because 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. 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. 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 operating expenses, non-GAAP net loss, pro forma non-GAAP net loss per share, and free cash flow are not substitutes for total revenue, gross margin percentage, operating expenses, 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 product sales and shifts in the mix of whether our solutions are sold as an appliance or as software-only, our plans and expectations regarding product features and technology that are under development or in process, and capabilities of such product features and technology, our plans to introduce product features in future releases, and anticipated future financial results, including but not limited to our guidance on estimated revenues, non-GAAP gross margin, non-GAAP operating expenses 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: failure to develop, or unexpected difficulties or delays in developing, new product features or technology on a timely or cost-effective basis; delays in or lack of customer or market acceptance of our new product features or technology; the failure of our software to interoperate on different hardware platforms; delays in the formation of new strategic partnerships and the possibility that we may not receive anticipated results from forming such strategic partnerships; delays in the transition to focus primarily on software-only transactions; 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, anticipated changes to our revenue and product mix which will slow revenue growth during such transition and make forecasting future performance more difficult, 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 Annual Report on Form 10-K for the year ended July 31, 2017, filed with the SEC on September 18, 2017. Additional information will also be set forth in our Form 10-Q that will be filed for the quarter ended October 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 OS Cloud Software 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 and services. 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 registered trademarks or trademarks of Nutanix, Inc. in the United States and other countries. 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,     October 31,
2017 2017
Assets
Current assets:
Cash and cash equivalents $ 138,359 $ 132,459
Short-term investments 210,694 233,486
Accounts receivable—net 178,876 171,550
Deferred commissions—current 23,843 26,464
Prepaid expenses and other current assets 28,362   28,942  
Total current assets 580,134 592,901
Property and equipment—net 58,072 67,575
Deferred commissions—non-current 49,684 55,520
Intangible assets—net 26,001 24,895
Goodwill 16,672 16,672
Other assets—non-current 7,649   7,347  
Total assets $ 738,212   $ 764,910  
 
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable $ 73,725 $ 68,629
Accrued compensation and benefits 57,521 50,301
Accrued expenses and other liabilities 9,707 9,431
Deferred revenue—current 170,123   190,592  
Total current liabilities 311,076 318,953
Deferred revenue—non-current 198,933 218,252
Early exercised stock options liability 851 571
Other liabilities—non-current 10,289   10,554  
Total liabilities 521,149   548,330  
Commitments and contingencies
Stockholders’ equity:
Common stock 4 4
Additional paid-in capital 948,134 1,009,268
Accumulated other comprehensive loss (106 ) (236 )
Accumulated deficit (730,969 ) (792,456 )
Total stockholders’ equity 217,063   216,580  
Total liabilities and stockholders’ equity $ 738,212   $ 764,910  
 
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data, unaudited)
    Three Months Ended
October 31,
2016     2017
Revenue:
Product $ 153,536 $ 219,052
Support and other services 35,025   56,500  

Total revenue

188,561   275,552  
Cost of revenue:
Product (1)(2) 52,210 85,162
Support and other services (1) 17,552   23,460  
Total cost of revenue 69,762   108,622  
Gross profit 118,799   166,930  
Operating expenses:
Sales and marketing (1)(2) 128,625 145,405
Research and development (1) 75,281 64,512
General and administrative (1) 29,372   16,052  
Total operating expenses 233,278   225,969  
Loss from operations (114,479 ) (59,039 )
Other expense—net (25,712 ) (189 )
Loss before provision for income taxes (140,191 ) (59,228 )
Provision for income taxes 111   2,259  
Net loss $ (140,302 ) $ (61,487 )
Net loss per share attributable to Class A and Class B common stockholders—basic and diluted $ (1.89 ) $ (0.39 )
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders—basic and diluted 74,373,788   156,780,631  
 

(1) Includes the following stock-based compensation expense:

   
Three Months Ended
October 31,
2016     2017
(in thousands)
Product cost of sales $ 966 $ 570
Support cost of sales 3,350 2,072
Sales and marketing 33,891 13,766
Research and development 34,026 15,542
General and administrative 18,495   3,565

Total stock-based compensation expense

$ 90,728   $ 35,515
 

(2) Includes the following amortization of intangible assets:

   
Three Months Ended
October 31,
2016     2017
(in thousands)
Product cost of sales $ 238 $ 895
Sales and marketing 167   211
Total amortization of intangible assets $ 405   $ 1,106
 
 
NUTANIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
    Three Months Ended
October 31,
2016     2017
Cash flows from operating activities:
Net loss $ (140,302 ) $ (61,487 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 8,572 11,333
Stock-based compensation 90,728 35,515
Loss on debt extinguishment 3,320 —
Change in fair value of convertible preferred stock warrant liability 21,133 —
Change in fair value of contingent consideration 186 282
Other 183 131
Changes in operating assets and liabilities:
Accounts receivable—net (36,213 ) 7,326
Deferred commission (4,780 ) (8,457 )
Prepaid expenses and other assets 840 (307 )
Accounts payable 5,052 (6,504 )
Accrued compensation and benefits 3,518 (7,220 )
Accrued expenses and other liabilities 717 (293 )
Deferred revenue 51,206   39,788  
Net cash provided by operating activities 4,160   10,107  
Cash flows from investing activities:
Purchases of property and equipment (11,915 ) (17,965 )
Purchases of investments (87,448 ) (59,108 )
Maturities of investments 19,950 35,920
Sale of investments 31,638 —
Payments for business acquisitions, net of cash acquired (184 ) —  
Net cash used in investing activities (47,959 ) (41,153 )
Cash flows from financing activities:
Proceeds from sales of shares through employee equity incentive plans, net of repurchases 1,472 25,231
Proceeds from initial public offering, net of underwriting discounts and commissions 254,455 —
Payments of offering costs, net (2,243 ) (85 )
Repayment of senior notes (75,000 ) —
Debt extinguishment costs (1,580 ) —
Payment of debt in conjunction with a business acquisition (7,124 ) —
Other 73   —  
Net cash provided by financing activities 170,053   25,146  
Net increase (decrease) in cash and cash equivalents 126,254 (5,900 )
Cash and cash equivalents—beginning of period 99,209   138,359  
Cash and cash equivalents—end of period $ 225,463   $ 132,459  
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 698 $ 2,066
Cash paid for interest $ 1,271 $ —
Supplemental disclosures of non-cash investing and financing information:
Purchases of property and equipment included in accounts payable $ 5,033 $ 7,084
Vesting of early exercised stock options $ 499 $ 249
Offering costs included in accounts payable $ 367 $ —
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
October 31,
2016     2017
Total revenue $ 188,561 $ 275,552
Change in deferred revenue, net of acquisitions (1) 51,206   39,788
Billings $ 239,767   $ 315,340
 

(1) Three months ended October 31, 2016 excluded approximately $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 Ended
October 31, October 31,
2017 (1)     (2)     (3)     (4) 2017
Gross profit $ 166,930 $ 2,642 $ 895 $ — $ — $ 170,467

Gross margin

60.6

%

1.0

%

0.3 % — — 61.9 %
Operating expenses:
Sales and marketing 145,405 (13,766 ) (211 ) — — 131,428
Research and development 64,512 (15,542 ) — — — 48,970
General and administrative 16,052   (3,565 )     —       (282 )     —   12,205  
Total operating expenses 225,969 (32,873 ) (211 ) (282 ) — 192,603
Loss from operations (59,039

)

35,515 1,106 282 — (22,136 )
Net loss $ (61,487 ) $ 35,515 $ 1,106 $ 282 $ (132 ) $ (24,716 )
Weighted-shares outstanding, basic and diluted 156,780,631   156,780,631  
Net loss per share, basic and diluted $ (0.39 ) $ 0.23 $ — $ — $ — $ (0.16 )
 

(1) Stock-based compensation expense

(2) Amortization of intangible assets

(3) Change in fair value of contingent consideration assumed in the PernixData acquisition

(4) Income tax effect primarily related to stock-based compensation expense

 
           
GAAP Non-GAAP Adjustments Non-GAAP
Three Months                         Three Months
Ended Ended
October 31, October 31,
2016 (1)     (2)     (3)     (4)     (5)     (6)     (7) 2016
Gross profit $ 118,799 $ 4,316 $ 238 $ — $ — $ — $ — $ — $ 123,353
Gross margin 63.0 % 2.3 % 0.1 % — — — — — 65.4 %
Operating expenses:
Sales and marketing 128,625 (33,891 ) (167 ) — — — — — 94,567
Research and development 75,281 (34,026 ) — — — — — — 41,255
General and administrative 29,372   (18,495 )     —       (672 )     (186 )     —       —       —   10,019  
Total operating expenses 233,278 (86,412 ) (167 ) (672 ) (186 ) — — — 145,841
Loss from operations (114,479 ) 90,728 405 672 186 — — — (22,488 )
Net loss $ (140,302 ) $ 90,728 $ 405 $ 672 $ 186 $ 21,133 $ 3,320 $ (2,109 ) $ (25,967 )
Weighted-shares outstanding, basic and diluted 74,373,788 74,373,788
Pro forma adjustment 53,921,394   53,921,394  
Pro forma weighted-shares outstanding, basic and diluted 128,295,182   128,295,182  
Net loss per share, basic and diluted $ (1.89 )

Pro forma net loss per share, basic and diluted *

$ (1.09 ) $ 0.71 $ — $ 0.01 $ — $ 0.16 $ 0.03 $ (0.02 ) $ (0.20 )
 

(1) Stock-based compensation expense

(2) Amortization of intangible assets

(3) Acquisition-related costs

(4) Change in fair value of contingent consideration assumed in the PernixData acquisition

(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 the tax effect of stock-based compensation expense

 

*Pro forma non-GAAP basic and diluted net loss per share was computed to give effect to the conversion of all outstanding convertible preferred stock upon closing of our initial public offering on October 5, 2016, as if the conversion had occurred at the beginning of the period.

 
 
Reconciliation of GAAP Net Cash Provided By Operating Activities to Non-GAAP Free Cash Flow
(In thousands, unaudited)
    Three Months Ended
October 31,
2016     2017
Net cash provided by operating activities $ 4,160 $ 10,107
Purchase of property and equipment (11,915 ) (17,965 )
Free cash flow $ (7,755 ) $ (7,858 )

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