|
|
|
||
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.) |
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
||
|
(d) |
Exhibits. |
||
Exhibit
Number
|
Description
|
||
NUTANIX, INC.
|
|||
Date:
|
August 27, 2020
|
By:
|
/s/ Duston M. Williams
|
Duston M. Williams
|
|||
Chief Financial Officer
|
|||
|
Page | |
ARTICLE I DEFINITIONS | 1 | |
Section 1.01. |
Definitions |
1 |
Section 1.02. |
General Interpretive Principles |
12 |
ARTICLE II SALE AND PURCHASE OF THE NOTES |
12 |
|
Section 2.01. |
Sale and Purchase of the Notes |
12 |
Section 2.02. |
Closing |
12 |
Section 2.03. |
Termination |
15 |
ARTICLE III REPRESENTATIONS AND WARRANTIES |
15 | |
Section 3.01. |
Representations and Warranties of the Company |
15 |
Section 3.02. |
Representations and Warranties of the Purchaser |
22 |
ARTICLE IV ADDITIONAL AGREEMENTS |
26 |
|
Section 4.01. |
Taking of Necessary Action |
26 |
Section 4.02. |
Restricted Period; Non-Conversion |
27 |
Section 4.03. |
Standstill |
28 |
Section 4.04. |
Securities Laws |
32 |
Section 4.05. |
Lost, Stolen, Destroyed or Mutilated Securities |
32 |
Section 4.06. |
Antitrust Approval |
32 |
Section 4.07. |
Board Nomination Rights |
33 |
Section 4.08. |
VCOC Letters |
37 |
Section 4.09. |
Financing Cooperation |
37 |
Section 4.10. |
Certain Tax Matters |
38 |
Section 4.10. |
Section 16 Matters |
38 |
Section 4.12. |
D&O Indemnification / Insurance Priority Matters |
39 |
Section 4.13. |
Conversion Price Matters |
40 |
Section 4.14. |
Transfers of Sponsor Global Note |
40 |
Section 4.15. |
Par Value |
40 |
Section 4.16. |
Voting |
40 |
Section 4.17. |
Indenture Amendments and Supplements |
41 |
Section 4.18. |
Information Rights |
41 |
Section 4.19. |
Equity Financing |
41 |
Section 4.20. |
Last Interest Payment |
42 |
ARTICLE V REGISTRATION RIGHTS |
42 | |
Section 5.01. |
Registration Statement |
42 |
Section 5.02. |
Registration Limitations and Obligations |
44 |
Section 5.03. |
Registration Procedures |
46 |
Section 5.04. |
Expenses |
50 |
Section 5.05. |
Registration Indemnification |
50 |
Section 5.06. |
Facilitation of Sales Pursuant to Rule 144 |
53 |
ARTICLE VI MISCELLANEOUS |
54 | |
Section 6.01. |
Survival of Representations and Warranties |
54 |
Section 6.02. |
Notices |
54 |
Section 6.03. |
Entire Agreement; Third Party Beneficiaries; Amendment |
55 |
Section 6.04. |
Counterparts |
55 |
Section 6.05. |
Public Announcements |
55 |
Section 6.06. |
Expenses | 56 |
Section 6.07. |
Successors and Assigns |
56 |
Section 6.08. |
Governing Law; Jurisdiction; Waiver of Jury Trial |
57 |
Section 6.09. | Severability |
58 |
Section 6.10. |
Specific Performance |
58 |
Section 6.11. |
Headings |
58 |
Section 6.12. |
Non-Recourse |
58 |
(a) |
If to the Purchaser, to: |
|
c/o Bain Capital Private Equity, LP |
||
200 Clarendon Street |
||
Boston, Massachusetts 02116 |
||
Attention: David M. Hutchins
|
||
Fax: [***]
|
||
Email: [***]
|
||
With a copy (which shall not constitute actual or constructive notice) to: |
||
Ropes & Gray LLP |
||
Three Embarcadero Center
|
||
San Francisco, CA 94111-4006 |
||
Attention: Thomas Holden |
||
Fax: +1 (415) 315 4823 |
||
Email: Thomas.Holden@ropesgray.com |
||
(b) |
If to the Company, to: |
|
Nutanix, Inc.
|
||
1740 Technology Drive, Suite 150 |
||
San Jose, CA 95110 |
||
Attention: Chief Legal Officer and Chief Financial Officer |
||
Fax: (408) 490-2794 |
||
Phone: (855) 688-2649 |
||
With a copy (which shall not constitute actual or constructive notice) to: |
||
Wilson Sonsini Goodrich & Rosati
|
||
650 Page Mill Road |
||
Palo Alto, CA 94304 |
||
Attention: Jeffrey D. Saper |
||
Michael A. Occhiolini |
||
Bradley L. Finkelstein |
||
Email: jsaper@wsgr.com |
||
mocchiolini@wsgr.com |
||
bfinkelstein@wsgr.com |
|
NUTANIX, INC. | ||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Dheeraj Pandey
|
|
|
|
Name: Dheeraj Pandey
|
|
|
|
Title: Chief Executive Officer and Chairman
|
BCPE NUCLEON (DE) SPV, LP |
|||
By: BCPE Nucleon (DE) SPV (GP), LLC |
|||
Its: General Partner |
|||
By: |
/s/ Max de Groen |
||
Name: Max de Groen |
|||
Title: Authorized Signatory |
-- Makes Strong Progress on Subscription Transition with 88% of Billings from Subscriptions and Record 83% Non-GAAP Gross Margin
-- Delivers Solid ACV Billings of $140 Million, up 13% YoY
-- Announces Investment of $750 Million in Convertible Notes from Bain Capital Private Equity
-- Announces Dheeraj Pandey’s CEO Succession Plan
SAN JOSE, Calif.--(BUSINESS WIRE)--August 27, 2020--Nutanix, Inc. (NASDAQ: NTNX), a leader in enterprise cloud computing, today announced financial results for its fourth quarter and fiscal year ended July 31, 2020.
Q4 Fiscal 2020 Financial Highlights
Fiscal 2020 Financial Highlights
Reconciliations between GAAP and non-GAAP financial measures and key performance measures are provided in the tables of this press release.
“I am thrilled to report strong results to close the year, a performance all the more impressive given the uncertainty of the global market environment we are facing today,” said Dheeraj Pandey, Chairman, Co-Founder and CEO of Nutanix. “We have demonstrated growth in the midst of a pandemic and have now generated $1.6 billion in annual billings. In addition, the $750 million investment from Bain Capital Private Equity validates the market opportunity in front of us and positions us well with enhanced financial flexibility and resources to further scale, gain share and remain at the forefront of innovation in our industry. The strategic value of IT is clear as customers increasingly value our software and solutions in a rapidly changing work environment. Our biggest product news of the quarter was launching our solution on bare metal with AWS, creating a new type of HCI: hybrid cloud infrastructure.”
“We entered the fourth quarter with a continued focus on managing expenses and cash usage, handily outperforming all key consensus metrics, while progressing on our business model transformation,” said Duston Williams, CFO of Nutanix. “We achieved these objectives, and in doing so, delivered all-time highs across a number of key financial and operating metrics, including ACV billings and gross margin. We also made significant progress on our transformation to a subscription-based business model, with 88% of billings for the quarter coming from subscription. With our shift to subscription nearly complete, the guidance metrics we provide will change accordingly to reflect our business growth, namely focusing on ACV.”
Recent Company Highlights
Q1 Fiscal 2021 Financial Outlook
In conjunction with its move to a subscription-based business model, the Company is shifting its guidance to Annual Contract Value (ACV) billings instead of Total Contract Value (TCV) billings and revenue. Management will resume providing quarterly guidance with Q1 Fiscal 2021 during its earnings conference call today in order to provide context to this shift.
Supplementary materials to this press release, including the company’s fourth quarter and fiscal year 2020 earnings presentation, can be found at https://ir.nutanix.com/company/financial.
Webcast and Conference Call Information
Today at 5:30 p.m. Eastern Time/2:30 p.m. Pacific Time, Nutanix executives will host a conference call previously scheduled for September 1, 2020 to discuss the Company’s fourth quarter and fiscal year 2020 financial results. 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 4679381. 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 by calling 1-800-585-8367 or 1-416-621-4642, and entering the conference ID 4679381.
Definitions
1Reflects total billings/revenue compression from the Company’s ongoing transition to subscription and the significant reduction of hardware billings/revenue.
2Total Contract Value, or TCV, for any given period is defined as the total software and support revenue or total software and support billings, as applicable, during such period, which excludes revenue and billings associated with pass-through hardware sales during the period.
3Annual Contract Value, or ACV, is defined as the total annualized value of a contract, excluding amounts related to professional services. The total annualized value for a contract is calculated 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. ACV Billings for any given period is defined as the sum of the ACV for all contracts billed during the given period.
4Run-rate ACV at the end of any period, is the sum of ACV for all contracts that are in effect as of the end of that 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 the Company would recognize revenue for such contract.
Non-GAAP Financial Measures and Other Key Performance Measures
To supplement our 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, non-GAAP operating expenses, non-GAAP net loss, non-GAAP net loss per share, free cash flow, software and support revenue (or TCV revenue), subscription revenue, software and support billings (or TCV billings), subscription billings, Annual Contract Value billings (or ACV billings), Run-rate Annual Contract Value (or Run-rate ACV), and professional services billings. In computing these non-GAAP financial measures and key performance 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, income tax-related impact, and other acquisition-related costs), impairment of operating lease-related assets, amortization of debt discount and issuance costs, other non-recurring transactions and the related tax impact, and the revenue and billings associated with pass-through hardware sales. Billings is a performance measure which we believe 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. Non-GAAP gross margin, non-GAAP operating expenses, non-GAAP net loss, and non-GAAP net loss per share are financial measures which we believe provide 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. Free cash flow is a performance measure that we believe provides useful information to our 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. TCV revenue and TCV billings are performance measures that we believe provide useful information to our management and investors as they allow us to better track the true growth of our software business by excluding the amounts attributable to the pass-through hardware sales that we use to deliver our solutions. Subscription revenue, subscription billings, and professional services billings are performance measures that we believe provide useful information to our management and investors as they allow 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. 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, non-GAAP operating expenses, non-GAAP net loss, non-GAAP net loss per share, and free cash flow are not substitutes for total revenue, gross margin, operating expenses, net loss, net loss per share, or net cash (used in) provided by operating activities, respectively; subscription revenue, TCV revenue and TCV billings are not substitutes for total revenue; and subscription and professional services billings are not a substitute for subscription and professional services revenue. There is no GAAP measure that is comparable to either ACV billings or Run-rate ACV, so we have not reconciled either ACV billings or Run-rate ACV numbers included in this press release 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 in the tables captioned “Reconciliation of Revenue to Billings,” “Disaggregation of Revenue and Billings,” “Reconciliation of Subscription and Professional Services Revenue to Subscription and Professional Services Billings,” “Reconciliation of Software and Support Revenue (TCV Revenue) to Software and Support Billings (TCV 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 regarding: our business plans, initiatives and objectives, including changes we have made or anticipate making in response to the COVID-19 pandemic, our ability to manage our business during the pandemic, and the position we anticipate being in following the pandemic; our ability to execute such plans, initiatives and objectives in a timely manner, and the benefits and impact of such plans, initiatives and objectives, including our ability to manage our expenses and decrease our cash usage in future periods; the competitive market, including our competitive position, our projections about our market share and the size of our total addressable market; our customer needs and our response to those needs; the benefits and capabilities of our platform, solutions, products, services and technology, including the interoperability and availability of our solutions with and on third-party platforms; our plans and expectations regarding new products, services, product features and technology, including those that are still under development or in process; our plans and timing for, and the success and impact of, our transition to a subscription-based business model and our changes in guidance metrics; our plans to provide financial guidance in the future; the timing and potential impact of the COVID-19 pandemic on the global market environment and the IT industry, as well as on our business, operations and financial results, including the actions we have taken to manage operating expenses; the investment from Bain Capital Private Equity, including the Company’s plans for the use of the proceeds and the timing thereof, as well as any expected benefits thereof on the Company’s leadership and governance structure, and the expected appointment of new directors to the Company’s Board, including the timing and benefits thereof; and the succession plan for the Company’s Chief Executive Officer, including the timing, success, and impact thereof. 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, including factors that may be 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 successfully close or realize the full benefits of the above-described investment from Bain Capital Private Equity, failure to achieve financial milestones, adjustment to the conversion price of the convertible notes, or unexpected difficulties or delays in successfully closing or realizing the full benefits of such investment; failure to attract, integrate and retain a new Chief Executive Officer, or otherwise successfully manage our CEO succession plan; failure to successfully implement or realize the full benefits of, or unexpected difficulties or delays in successfully implementing or realizing the full benefits of, our business plans, initiatives and objectives; the timing, breadth, and impact of the COVID-19 pandemic on our business, operations, and financial results, as well as the impact on our customers, partners, and end markets; failure to timely and successfully meet our customer needs; negative impact of the changes in our guidance metrics; delays in or lack of customer or market acceptance of our new products, services, product features or technology; delays or unexpected accelerations in the transition to a subscription-based business model; the rapid evolution of the markets in which we compete; our ability to achieve, sustain and/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, including changes as a result of our transition to a subscription-based business model, 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; and other risks detailed in our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020, filed with the U.S. Securities and Exchange Commission, or the SEC, on June 4, 2020. Additional information will also be set forth in our Annual Report on Form 10-K that will be filed for the fiscal year ended July 31, 2020, which should be read in conjunction with this press release and the financial results included herein. 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, and expressly disclaim any obligation, to update, alter or otherwise revise any of these forward-looking statements to reflect actual results or subsequent events or circumstances.
About Nutanix
Nutanix is a global leader in cloud software and a pioneer in hyperconverged infrastructure solutions, making computing invisible anywhere. Organizations around the world use Nutanix software to leverage a single platform to manage any app at any location for their private, hybrid and multicloud environments. Learn more at www.nutanix.com or follow us on Twitter @nutanix.
© 2020 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein 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). This press release contains links to external websites that are not part of Nutanix.com. Nutanix does not control these sites and disclaims all responsibility for the content or accuracy of any external site. Our decision to link to an external site should not be considered an endorsement of any content on such a site.
NUTANIX, INC. | ||||||||
CONSOLIDATED BALANCE SHEETS |
||||||||
(Unaudited) |
||||||||
|
As of |
|||||||
|
July 31, |
|
July 31, |
|||||
|
|
|
|
|||||
|
(in thousands) |
|||||||
Assets |
|
|
|
|||||
Current assets: |
|
|
|
|||||
Cash and cash equivalents |
$ |
396,678 |
|
|
$ |
318,737 |
|
|
Short-term investments |
512,156 |
|
|
401,041 |
|
|||
Accounts receivable, net |
245,475 |
|
|
242,516 |
|
|||
Deferred commissions—current |
46,238 |
|
|
68,694 |
|
|||
Prepaid expenses and other current assets |
74,665 |
|
|
63,032 |
|
|||
Total current assets |
1,275,212 |
|
|
1,094,020 |
|
|||
Property and equipment, net |
136,962 |
|
|
143,172 |
|
|||
Operating lease right-of-use assets |
— |
|
|
127,326 |
|
|||
Deferred commissions—non-current |
107,474 |
|
|
146,834 |
|
|||
Intangible assets, net |
66,773 |
|
|
49,392 |
|
|||
Goodwill |
185,180 |
|
|
185,260 |
|
|||
Other assets—non-current |
14,441 |
|
|
22,543 |
|
|||
Total assets |
$ |
1,786,042 |
|
|
$ |
1,768,547 |
|
|
|
|
|
|
|||||
Liabilities and Stockholders’ Equity (Deficit) |
|
|
|
|||||
Current liabilities: |
|
|
|
|||||
Accounts payable |
$ |
74,047 |
|
|
$ |
54,029 |
|
|
Accrued compensation and benefits |
99,804 |
|
|
109,109 |
|
|||
Accrued expenses and other current liabilities |
28,797 |
|
|
25,924 |
|
|||
Deferred revenue—current |
396,667 |
|
|
534,572 |
|
|||
Operating lease liabilities—current |
— |
|
|
36,569 |
|
|||
Total current liabilities |
599,315 |
|
|
760,203 |
|
|||
Deferred revenue—non-current |
513,377 |
|
|
648,869 |
|
|||
Operating lease liabilities—non-current |
— |
|
|
116,794 |
|
|||
Convertible senior notes, net |
458,910 |
|
|
490,222 |
|
|||
Other liabilities—non-current |
27,547 |
|
|
27,436 |
|
|||
Total liabilities |
1,599,149 |
|
|
2,043,524 |
|
|||
Stockholders’ equity (deficit): |
|
|
|
|||||
Common stock |
5 |
|
|
5 |
|
|||
Additional paid-in capital |
1,835,528 |
|
|
2,245,180 |
|
|||
Accumulated other comprehensive income |
669 |
|
|
2,030 |
|
|||
Accumulated deficit |
(1,649,309 |
) |
|
(2,522,192 |
) |
|||
Total stockholders’ equity (deficit) |
186,893 |
|
|
(274,977 |
) |
|||
Total liabilities and stockholders’ equity (deficit) |
$ |
1,786,042 |
|
|
$ |
1,768,547 |
|
NUTANIX, INC. | ||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS |
||||||||||||||||
(Unaudited) |
||||||||||||||||
|
Three Months Ended |
|
Fiscal Year Ended |
|||||||||||||
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(in thousands, except per share data) |
|||||||||||||||
Revenue: |
|
|
|
|
|
|
|
|||||||||
Product |
$ |
186,347 |
|
|
$ |
179,075 |
|
|
$ |
832,419 |
|
|
$ |
765,822 |
|
|
Support, entitlements and other services |
113,529 |
|
|
148,799 |
|
|
403,724 |
|
|
541,860 |
|
|||||
Total revenue |
299,876 |
|
|
327,874 |
|
|
1,236,143 |
|
|
1,307,682 |
|
|||||
Cost of revenue: |
|
|
|
|
|
|
|
|||||||||
Product (1)(2) |
28,323 |
|
|
13,413 |
|
|
143,078 |
|
|
71,312 |
|
|||||
Support, entitlements and other services (1) |
40,640 |
|
|
53,558 |
|
|
161,050 |
|
|
215,377 |
|
|||||
Total cost of revenue |
68,963 |
|
|
66,971 |
|
|
304,128 |
|
|
286,689 |
|
|||||
Gross profit |
230,913 |
|
|
260,903 |
|
|
932,015 |
|
|
1,020,993 |
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|||||||||
Sales and marketing (1)(2) |
253,843 |
|
|
264,453 |
|
|
909,750 |
|
|
1,160,389 |
|
|||||
Research and development (1) |
129,169 |
|
|
135,338 |
|
|
500,719 |
|
|
553,978 |
|
|||||
General and administrative (1) |
30,420 |
|
|
32,464 |
|
|
119,587 |
|
|
135,547 |
|
|||||
Total operating expenses |
413,432 |
|
|
432,255 |
|
|
1,530,056 |
|
|
1,849,914 |
|
|||||
Loss from operations |
(182,519 |
) |
|
(171,352 |
) |
|
(598,041 |
) |
|
(828,921 |
) |
|||||
Other expense, net |
(4,705 |
) |
|
(9,757 |
) |
|
(15,019 |
) |
|
(26,300 |
) |
|||||
Loss before provision for income taxes |
(187,224 |
) |
|
(181,109 |
) |
|
(613,060 |
) |
|
(855,221 |
) |
|||||
Provision for income taxes |
7,114 |
|
|
4,239 |
|
|
8,119 |
|
|
17,662 |
|
|||||
Net loss |
$ |
(194,338 |
) |
|
$ |
(185,348 |
) |
|
$ |
(621,179 |
) |
|
$ |
(872,883 |
) |
|
Net loss per share attributable to Class A and Class B common stockholders—basic and diluted |
$ |
(1.04 |
) |
|
$ |
(0.93 |
) |
|
$ |
(3.43 |
) |
|
$ |
(4.48 |
) |
|
Weighted average shares used in computing net loss per share attributable to Class A and Class B common stockholders—basic and diluted |
186,371 |
|
|
200,150 |
|
|
181,031 |
|
|
194,719 |
|
__________________________________________________ | |
(1) |
Includes the following stock-based compensation expense: |
Three Months Ended |
|
Fiscal Year Ended |
||||||||||||||
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(in thousands) |
|||||||||||||||
Product cost of revenue |
$ |
1,012 |
|
|
$ |
1,397 |
|
|
$ |
3,535 |
|
|
$ |
5,334 |
|
|
Support, entitlements and other services cost of revenue |
4,254 |
|
|
6,164 |
|
|
15,326 |
|
|
22,014 |
|
|||||
Sales and marketing |
26,426 |
|
|
33,878 |
|
|
107,751 |
|
|
126,015 |
|
|||||
Research and development |
32,566 |
|
|
39,768 |
|
|
140,519 |
|
|
153,252 |
|
|||||
General and administrative |
9,149 |
|
|
11,654 |
|
|
39,598 |
|
|
45,383 |
|
|||||
Total stock-based compensation expense |
$ |
73,407 |
|
|
$ |
92,861 |
|
|
$ |
306,729 |
|
|
$ |
351,998 |
|
(2) |
Includes the following amortization of intangible assets: |
|
Three Months Ended |
|
Fiscal Year Ended |
|||||||||||||
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(in thousands) |
|||||||||||||||
Product cost of sales |
$ |
3,694 |
|
|
$ |
3,695 |
|
|
$ |
14,248 |
|
|
$ |
14,777 |
|
|
Sales and marketing |
651 |
|
|
650 |
|
|
2,528 |
|
|
2,603 |
|
|||||
Total amortization of intangible assets |
$ |
4,345 |
|
|
$ |
4,345 |
|
|
$ |
16,776 |
|
|
$ |
17,380 |
|
NUTANIX, INC. | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||||
(Unaudited) |
||||||||
|
Fiscal Year Ended |
|||||||
|
2019 |
|
2020 |
|||||
|
|
|
|
|||||
|
(in thousands) |
|||||||
Cash flows from operating activities: |
|
|
|
|||||
Net loss |
$ |
(621,179 |
) |
|
$ |
(872,883 |
) |
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|||||
Depreciation and amortization |
77,612 |
|
|
93,773 |
|
|||
Stock-based compensation |
306,729 |
|
|
351,998 |
|
|||
Amortization of debt discount and debt issuance costs |
29,313 |
|
|
31,313 |
|
|||
Operating lease cost, net of accretion |
— |
|
|
30,374 |
|
|||
Change in fair value of contingent consideration |
(832 |
) |
|
— |
|
|||
Impairment of lease-related assets |
— |
|
|
3,002 |
|
|||
Other |
(2,786 |
) |
|
324 |
|
|||
Changes in operating assets and liabilities: |
|
|
|
|||||
Accounts receivable, net |
15,704 |
|
|
4,334 |
|
|||
Deferred commissions |
(39,333 |
) |
|
(61,816 |
) |
|||
Prepaid expenses and other assets |
(12,037 |
) |
|
10,089 |
|
|||
Accounts payable |
13,508 |
|
|
(16,574 |
) |
|||
Accrued compensation and benefits |
14,406 |
|
|
18,765 |
|
|||
Accrued expenses and other liabilities |
(17,454 |
) |
|
3,400 |
|
|||
Operating leases, net |
— |
|
|
(28,394 |
) |
|||
Deferred revenue |
278,517 |
|
|
272,410 |
|
|||
Net cash provided by (used in) operating activities |
42,168 |
|
|
(159,885 |
) |
|||
Cash flows from investing activities: |
|
|
|
|||||
Maturities of investments |
588,763 |
|
|
645,828 |
|
|||
Purchases of investments |
(468,144 |
) |
|
(607,194 |
) |
|||
Sales of investments |
— |
|
|
75,413 |
|
|||
Purchases of property and equipment |
(118,452 |
) |
|
(89,488 |
) |
|||
Payments for acquisitions, net of cash and restricted cash acquired |
(19,017 |
) |
|
— |
|
|||
Net cash (used in) provided by investing activities |
(16,850 |
) |
|
24,559 |
|
|||
Cash flows from financing activities: |
|
|
|
|||||
Proceeds from sales of shares through employee equity incentive plans, net of repurchases |
69,210 |
|
|
57,797 |
|
|||
Payment of contingent consideration associated with an acquisition |
(1,040 |
) |
|
— |
|
|||
Payment of debt in conjunction with an acquisition |
(991 |
) |
|
— |
|
|||
Payment of issuance costs related to convertible senior notes |
(75 |
) |
|
— |
|
|||
Net cash provided by financing activities |
67,104 |
|
|
57,797 |
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash |
$ |
92,422 |
|
|
$ |
(77,529 |
) |
|
Cash, cash equivalents and restricted cash—beginning of period |
307,098 |
|
|
399,520 |
|
|||
Cash, cash equivalents and restricted cash—end of period |
$ |
399,520 |
|
|
$ |
321,991 |
|
|
Restricted cash (1) |
2,842 |
|
|
3,254 |
|
|||
Cash and cash equivalents—end of period |
$ |
396,678 |
|
|
$ |
318,737 |
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|||||
Cash paid for income taxes |
$ |
28,999 |
|
|
$ |
16,625 |
|
|
Supplemental disclosures of non-cash investing and financing information: |
|
|
|
|||||
Issuance of common stock for acquisitions |
$ |
103,305 |
|
|
$ |
— |
|
|
Purchases of property and equipment included in accounts payable and accrued liabilities |
$ |
8,074 |
|
|
$ |
4,630 |
|
|
Vesting of early exercised stock options |
$ |
183 |
|
|
$ |
— |
|
__________________________________________________ | |
(1) |
Included within other assets—non-current in the consolidated balance sheets. |
Reconciliation of Revenue to Billings | ||||||||||||||||
(Unaudited) |
||||||||||||||||
|
Three Months Ended |
|
Fiscal Year Ended |
|||||||||||||
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(in thousands) |
|||||||||||||||
Total revenue |
$ |
299,876 |
|
|
$ |
327,874 |
|
|
$ |
1,236,143 |
|
|
$ |
1,307,682 |
|
|
Change in deferred revenue, net of acquisitions |
71,782 |
|
|
60,636 |
|
|
278,517 |
|
|
272,410 |
|
|||||
Total billings |
$ |
371,658 |
|
|
$ |
388,510 |
|
|
$ |
1,514,660 |
|
|
$ |
1,580,092 |
|
Disaggregation of Revenue and Billings |
||||||||||||||||
(Unaudited) |
||||||||||||||||
|
Three Months Ended |
|
Fiscal Year Ended |
|||||||||||||
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(in thousands) |
|||||||||||||||
Disaggregation of Revenue: |
|
|
|
|
|
|
|
|||||||||
Subscription |
$ |
195,636 |
|
|
$ |
284,777 |
|
|
$ |
648,415 |
|
|
$ |
1,030,180 |
|
|
Non-portable software |
82,221 |
|
|
29,539 |
|
|
449,131 |
|
|
208,158 |
|
|||||
Hardware |
13,002 |
|
|
1,403 |
|
|
105,321 |
|
|
23,455 |
|
|||||
Professional services |
9,017 |
|
|
12,155 |
|
|
33,276 |
|
|
45,889 |
|
|||||
Total revenue |
$ |
299,876 |
|
|
$ |
327,874 |
|
|
$ |
1,236,143 |
|
|
$ |
1,307,682 |
|
|
|
|
|
|
|
|
|
|
|||||||||
Disaggregation of Billings: |
|
|
|
|
|
|
|
|||||||||
Subscription |
$ |
263,308 |
|
|
$ |
340,633 |
|
|
$ |
916,000 |
|
|
$ |
1,276,413 |
|
|
Non-portable software |
82,221 |
|
|
29,539 |
|
|
449,131 |
|
|
208,158 |
|
|||||
Hardware |
13,002 |
|
|
1,403 |
|
|
105,321 |
|
|
23,455 |
|
|||||
Professional services |
13,127 |
|
|
16,935 |
|
|
44,208 |
|
|
72,066 |
|
|||||
Total billings |
$ |
371,658 |
|
|
$ |
388,510 |
|
|
$ |
1,514,660 |
|
|
$ |
1,580,092 |
|
Subscription — 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, or SaaS offerings.
Non-portable software — 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 have a term equal to 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 — In transactions where we deliver the hardware appliance, 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 — We also sell professional services with our products. We recognize revenue related to professional services as they are performed.
Annual Contract Value Billings and Run-rate Annual Contract Value |
||||||||||||||||
(Unaudited) |
||||||||||||||||
|
Three Months Ended |
|
Fiscal Year Ended |
|||||||||||||
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(in thousands) |
|||||||||||||||
Annual Contract Value Billings (ACV Billings) |
$ |
123,646 |
|
|
$ |
139,942 |
|
|
$ |
428,564 |
|
|
$ |
505,179 |
|
|
Run-rate Annual Contract Value (Run-rate ACV) |
$ |
944,444 |
|
|
$ |
1,219,965 |
|
|
$ |
944,444 |
|
|
$ |
1,219,965 |
|
Reconciliation of Subscription and Professional Services Revenue to Subscription and Professional Services Billings | ||||||||||||||||
(Unaudited) |
||||||||||||||||
|
Three Months Ended |
|
Fiscal Year Ended |
|||||||||||||
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(in thousands) |
|||||||||||||||
Subscription revenue |
$ |
195,636 |
|
|
$ |
284,777 |
|
|
$ |
648,415 |
|
|
$ |
1,030,180 |
|
|
Change in subscription deferred revenue, net of acquisitions |
67,672 |
|
|
55,856 |
|
|
267,585 |
|
|
246,233 |
|
|||||
Subscription billings |
$ |
263,308 |
|
|
$ |
340,633 |
|
|
$ |
916,000 |
|
|
$ |
1,276,413 |
|
|
|
|
|
|
|
|
|
|
|||||||||
Professional services revenue |
$ |
9,017 |
|
|
$ |
12,155 |
|
|
$ |
33,276 |
|
|
$ |
45,889 |
|
|
Change in professional services deferred revenue |
4,110 |
|
|
4,780 |
|
|
10,932 |
|
|
26,177 |
|
|||||
Professional services billings |
$ |
13,127 |
|
|
$ |
16,935 |
|
|
$ |
44,208 |
|
|
$ |
72,066 |
|
Reconciliation of Software and Support Revenue (TCV Revenue) to Software and Support Billings (TCV Billings) |
||||||||||||||||
(Unaudited) |
||||||||||||||||
|
Three Months Ended |
|
Fiscal Year Ended |
|||||||||||||
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|||||||||
|
|
|
|
|
|
|
|
|||||||||
|
(in thousands) |
|||||||||||||||
Software revenue |
$ |
173,345 |
|
|
$ |
177,672 |
|
|
$ |
727,098 |
|
|
$ |
742,367 |
|
|
Hardware revenue |
13,002 |
|
|
1,403 |
|
|
105,321 |
|
|
23,455 |
|
|||||
Product revenue |
186,347 |
|
|
179,075 |
|
|
832,419 |
|
|
765,822 |
|
|||||
Support, entitlements and other services revenue |
113,529 |
|
|
148,799 |
|
|
403,724 |
|
|
541,860 |
|
|||||
Total revenue |
$ |
299,876 |
|
|
$ |
327,874 |
|
|
$ |
1,236,143 |
|
|
$ |
1,307,682 |
|
|
|
|
|
|
|
|
|
|
|||||||||
Software and support revenue (TCV revenue) (1) |
$ |
286,874 |
|
|
$ |
326,471 |
|
|
$ |
1,130,822 |
|
|
$ |
1,284,227 |
|
|
Change in software and support deferred revenue (TCV deferred revenue), net of acquisitions |
71,782 |
|
|
60,636 |
|
|
278,517 |
|
|
272,410 |
|
|||||
Software and support billings (TCV billings) (1) |
$ |
358,656 |
|
|
$ |
387,107 |
|
|
$ |
1,409,339 |
|
|
$ |
1,556,637 |
|
__________________________________________________ | |
(1) |
Software and support revenue and billings (TCV revenue and billings) include software and support, entitlements and other services revenue and billings. |
Reconciliation of GAAP to Non-GAAP Profit Measures | |||||||||||||||||||||||||
(Unaudited) |
|||||||||||||||||||||||||
|
GAAP |
Non-GAAP Adjustments |
Non-GAAP |
||||||||||||||||||||||
|
Three Months Ended July 31, 2020 |
(1) |
(2) |
(3) |
(4) |
(5) |
Three Months Ended July 31, 2020 |
||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||
|
(in thousands, except percentages and per share data) |
||||||||||||||||||||||||
Gross profit |
$ |
260,903 |
|
$ |
7,561 |
|
$ |
3,695 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
272,159 |
|
||||
Gross margin |
79.6 |
% |
2.3 |
% |
1.1 |
% |
— |
|
— |
|
— |
|
83.0 |
% |
|||||||||||
Operating expenses: |
|
|
|
|
|
|
|
||||||||||||||||||
Sales and marketing |
264,453 |
|
(33,878 |
) |
(650 |
) |
— |
|
— |
|
— |
|
229,925 |
|
|||||||||||
Research and development |
135,338 |
|
(39,768 |
) |
— |
|
— |
|
— |
|
— |
|
95,570 |
|
|||||||||||
General and administrative |
32,464 |
|
(11,654 |
) |
— |
|
(520 |
) |
— |
|
— |
|
20,290 |
|
|||||||||||
Total operating expenses |
432,255 |
|
(85,300 |
) |
(650 |
) |
(520 |
) |
— |
|
— |
|
345,785 |
|
|||||||||||
Loss from operations |
(171,352 |
) |
92,861 |
|
4,345 |
|
520 |
|
— |
|
— |
|
(73,626 |
) |
|||||||||||
Net loss |
$ |
(185,348 |
) |
$ |
92,861 |
|
$ |
4,345 |
|
$ |
520 |
|
$ |
8,023 |
|
$ |
605 |
|
$ |
(78,994 |
) |
||||
Weighted shares outstanding, basic and diluted |
200,150 |
|
|
|
|
|
|
200,150 |
|
||||||||||||||||
Net loss per share, basic and diluted |
$ |
(0.93 |
) |
$ |
0.47 |
|
$ |
0.02 |
|
$ |
— |
|
$ |
0.04 |
|
$ |
0.01 |
|
$ |
(0.39 |
) |
__________________________________________________ | |
(1) |
Stock-based compensation |
(2) |
Amortization of intangible assets |
(3) |
Other |
(4) |
Amortization of debt discount and issuance costs |
(5) |
Income tax effect primarily related to stock-based compensation expense |
GAAP |
Non-GAAP Adjustments |
Non-GAAP |
||||||||||||||||||||||||||
|
Fiscal Year Ended July 31, 2020 |
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
Fiscal Year Ended July 31, 2020 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
(in thousands, except percentages and per share data) |
|||||||||||||||||||||||||||
Gross profit |
$ |
1,020,993 |
|
$ |
27,348 |
|
$ |
14,777 |
|
$ |
537 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
1,063,655 |
|
||||
Gross margin |
78.1 |
% |
2.1 |
% |
1.1 |
% |
— |
|
— |
|
— |
|
— |
|
81.3 |
% |
||||||||||||
Operating expenses: |
|
|
|
|
|
|
|
|
||||||||||||||||||||
Sales and marketing |
1,160,389 |
|
(126,015 |
) |
(2,603 |
) |
— |
|
— |
|
— |
|
— |
|
1,031,771 |
|
||||||||||||
Research and development |
553,978 |
|
(153,252 |
) |
— |
|
(2,465 |
) |
— |
|
— |
|
— |
|
398,261 |
|
||||||||||||
General and administrative |
135,547 |
|
(45,383 |
) |
— |
|
— |
|
(1,499 |
) |
— |
|
— |
|
88,665 |
|
||||||||||||
Total operating expenses |
1,849,914 |
|
(324,650 |
) |
(2,603 |
) |
(2,465 |
) |
(1,499 |
) |
— |
|
— |
|
1,518,697 |
|
||||||||||||
Loss from operations |
(828,921 |
) |
351,998 |
|
17,380 |
|
3,002 |
|
1,499 |
|
— |
|
— |
|
(455,042 |
) |
||||||||||||
Net loss |
$ |
(872,883 |
) |
$ |
351,998 |
|
$ |
17,380 |
|
$ |
3,002 |
|
$ |
1,499 |
|
$ |
31,313 |
|
$ |
1,845 |
|
$ |
(465,846 |
) |
||||
Weighted shares outstanding, basic and diluted |
194,719 |
|
|
|
|
|
|
|
194,719 |
|
||||||||||||||||||
Net loss per share, basic and diluted |
$ |
(4.48 |
) |
$ |
1.80 |
|
$ |
0.09 |
|
$ |
0.02 |
|
$ |
0.01 |
|
$ |
0.16 |
|
$ |
0.01 |
|
$ |
(2.39 |
) |
__________________________________________________ | |
(1) |
Stock-based compensation |
(2) |
Amortization of intangible assets |
(3) |
Impairment of lease-related assets |
(4) |
Other |
(5) |
Amortization of debt discount and issuance costs |
(6) |
Income tax effect primarily related to stock-based compensation expense |
GAAP |
Non-GAAP Adjustments |
Non-GAAP |
|||||||||||||||||||||||
|
Three Months Ended July 31, 2019 |
(1) |
(2) |
(3) |
(4) |
(5) |
Three Months Ended July 31, 2019 |
||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||
|
(in thousands, except percentages and per share data) |
||||||||||||||||||||||||
Gross profit |
$ |
230,913 |
|
$ |
5,266 |
|
$ |
3,694 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
239,873 |
|
||||
Gross margin |
77.0 |
% |
1.8 |
% |
1.2 |
% |
— |
|
— |
|
— |
|
80.0 |
% |
|||||||||||
Operating expenses: |
|
|
|
|
|
|
|
||||||||||||||||||
Sales and marketing |
253,843 |
|
(26,426 |
) |
(651 |
) |
— |
|
— |
|
— |
|
226,766 |
|
|||||||||||
Research and development |
129,169 |
|
(32,566 |
) |
— |
|
— |
|
— |
|
— |
|
96,603 |
|
|||||||||||
General and administrative |
30,420 |
|
(9,149 |
) |
— |
|
(156 |
) |
— |
|
— |
|
21,115 |
|
|||||||||||
Total operating expenses |
413,432 |
|
(68,141 |
) |
(651 |
) |
(156 |
) |
— |
|
— |
|
344,484 |
|
|||||||||||
Loss from operations |
(182,519 |
) |
73,407 |
|
4,345 |
|
156 |
|
— |
|
— |
|
(104,611 |
) |
|||||||||||
Net loss |
$ |
(194,338 |
) |
$ |
73,407 |
|
$ |
4,345 |
|
$ |
156 |
|
$ |
7,511 |
|
$ |
3,086 |
|
$ |
(105,833 |
) |
||||
Weighted shares outstanding, basic and diluted |
186,371 |
|
|
|
|
|
|
186,371 |
|
||||||||||||||||
Net loss per share, basic and diluted |
$ |
(1.04 |
) |
$ |
0.39 |
|
$ |
0.02 |
|
$ |
— |
|
$ |
0.04 |
|
$ |
0.02 |
|
$ |
(0.57 |
) |
__________________________________________________ | |
(1) |
Stock-based compensation |
(2) |
Amortization of intangible assets |
(3) |
Other |
(4) |
Amortization of debt discount and debt issuance costs |
(5) |
Income tax effect primarily related to stock-based compensation expense |
GAAP |
|
Non-GAAP Adjustments |
|
Non-GAAP |
|||||||||||||||||||
|
Fiscal Year Ended July 31, 2019 |
|
(1) |
(2) |
(3) |
(4) |
(5) |
|
Fiscal Year Ended July 31, 2019 |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(in thousands, except percentages and per share data) |
||||||||||||||||||||||
Gross profit |
$ |
932,015 |
|
|
$ |
18,861 |
|
$ |
14,248 |
|
$ |
163 |
|
$ |
— |
|
$ |
— |
|
|
$ |
965,287 |
|
Gross margin |
75.4 |
% |
|
1.5 |
% |
1.2 |
% |
— |
|
— |
|
— |
|
|
78.1 |
% |
|||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales and marketing |
909,750 |
|
|
(107,751 |
) |
(2,528 |
) |
|
— |
|
|
— |
|
|
— |
|
|
799,471 |
|
||||
Research and development |
500,719 |
|
|
(140,519 |
) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
360,200 |
|
||||
General and administrative |
119,587 |
|
|
(39,598 |
) |
— |
|
(93 |
) |
|
— |
|
|
— |
|
|
79,896 |
|
|||||
Total operating expenses |
1,530,056 |
|
|
(287,868 |
) |
(2,528 |
) |
(93 |
) |
— |
|
— |
|
|
1,239,567 |
|
|||||||
Loss from operations |
(598,041 |
) |
|
306,729 |
|
16,776 |
|
256 |
|
— |
|
— |
|
|
(274,280 |
) |
|||||||
Net loss |
$ |
(621,179 |
) |
|
$ |
306,729 |
|
$ |
16,776 |
|
$ |
256 |
|
$ |
29,313 |
|
$ |
(4,752 |
) |
|
$ |
(272,857 |
) |
Weighted shares outstanding, basic and diluted |
181,031 |
|
|
|
|
|
|
|
|
181,031 |
|
||||||||||||
Net loss per share, basic and diluted |
$ |
(3.43 |
) |
|
$ |
1.70 |
|
$ |
0.09 |
|
$ |
— |
|
$ |
0.16 |
|
$ |
(0.03 |
) |
|
$ |
(1.51 |
) |
__________________________________________________ | |
(1) |
Stock-based compensation expense |
(2) |
Amortization of intangible assets |
(3) |
Other |
(4) |
Amortization of debt discount and issuance costs |
(5) |
Income tax effect primarily related to stock-based compensation expense and the partial release of valuation allowance in connection with an acquisition and tax effect of a change in law |
Reconciliation of GAAP Net Cash (Used In) Provided by Operating Activities to Non-GAAP Free Cash Flow |
|||||||||||||||
(Unaudited) |
|||||||||||||||
|
Three Months Ended |
|
Fiscal Year Ended |
||||||||||||
|
2019 |
|
2020 |
|
2019 |
|
2020 |
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands) |
||||||||||||||
Net cash (used in) provided by operating activities |
$ |
(9,656 |
) |
|
$ |
3,630 |
|
|
$ |
42,168 |
|
|
$ |
(159,885 |
) |
Purchases of property and equipment |
(23,637 |
) |
|
(17,415 |
) |
|
(118,452 |
) |
|
(89,488 |
) |
||||
Free cash flow |
$ |
(33,293 |
) |
|
$ |
(13,785 |
) |
|
$ |
(76,284 |
) |
|
$ |
(249,373 |
) |
Investor Contact:
Shane Xie
ir@nutanix.com
Media Contact:
Jennifer Massaro
pr_ntnx@nutanix.com
SAN JOSE, Calif.--(BUSINESS WIRE)--August 27, 2020--Nutanix (NASDAQ: NTNX), a leader in enterprise cloud computing, today announced that Bain Capital Private Equity will make an investment of $750 million in Convertible Senior Notes to support the Company’s growth initiatives.
“Bain Capital Private Equity has deep technology investing experience and a strong track record of helping companies scale,” said Dheeraj Pandey, Chairman, Co-Founder and CEO of Nutanix. “Bain Capital Private Equity’s investment represents a strong vote of confidence in our position as a leader in the hybrid cloud infrastructure (HCI) market and our profound culture of customer delight.”
“Nutanix is executing on a compelling vision for a differentiated hybrid cloud platform that provides flexible environments and is easily paired with other cloud platforms,” commented David Humphrey, a Managing Director at Bain Capital Private Equity. “We look forward to working closely with the Board and the management team to build on Nutanix’s leadership position and realize its strong vision for the future,” added Max de Groen, a Managing Director at Bain Capital Private Equity. In connection with the investment, Humphrey and de Groen will join the Nutanix Board of Directors following the close of the transaction, which is expected to occur in late September 2020.
“We are pleased to establish this partnership with Bain Capital Private Equity and look forward to the contributions Dave and Max will make as new board members to build on Nutanix’s success,” concluded Ravi Mhatre, Lead Independent Director.
Bain Capital Private Equity has deep experience in the technology sector, having made investments in a wide range of companies including Applied Systems, BMC Software, CentralSquare Technologies, KIOXIA (formerly known as Toshiba Memory Corp.), NortonLifeLock Inc., Rocket Software, Symantec, Viewpoint Construction Software, Vertafore, Waystar, and Zelis.
Under the terms of the investment, Bain Capital Private Equity will purchase $750 million in aggregate principal amount Convertible Senior Notes (the “Notes”). The Notes will have an initial conversion price of $27.75 per share of the Company’s Class A Common Stock, subject to customary anti-dilution and other adjustments. The initial conversion price of $27.75 represents a 30.6% premium to Nutanix’s volume-weighted average price (VWAP) over the trailing five (5) trading day period prior to Bain Capital Private Equity’s signing of the definitive agreement to acquire the Notes. In addition, at the 12-month anniversary of the original issuance of the Notes, depending on the achievement of financial milestones, the conversion price may be subject to an additional, one-time adjustment, to an amount in the range of $25.25 to $27.75 per share. The Notes will mature on September 15, 2026, unless earlier repurchased, redeemed or converted. The Notes bear 2.5% interest per year, with such interest to be paid in kind on Notes held by Bain Capital Private Equity through an increase in the principal amount of the Notes. In connection with this transaction, Nutanix’s Board has authorized the repurchase of up to $125 million of its Class A common shares that are intended to offset the dilutive effect of any shares the Company may issue to settle the potential conversion of the Notes.
Additional information regarding this announcement may be found in a Form 8-K that will be filed today with the U.S. Securities and Exchange Commission.
In separate press releases issued today, Nutanix announced a CEO succession plan and financial results for the fiscal fourth quarter and fiscal year 2020. These announcements are available on the Nutanix Investor Relations website at ir.nutanix.com.
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to and sole placement agent for Nutanix.
About Nutanix
Nutanix is a global leader in cloud software and a pioneer in hyperconverged infrastructure solutions, making computing invisible anywhere. Organizations around the world use Nutanix software to leverage a single platform to manage any app at any location for their private, hybrid and multicloud environments. Learn more at www.nutanix.com or follow us on Twitter @nutanix.
About Bain Capital Private Equity
Bain Capital Private Equity (www.baincapitalprivateequity.com) has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since its founding in 1984. Bain Capital Private Equity’s global team of approximately 240 investment professionals creates value for its portfolio companies through its global platform and depth of expertise in key vertical industries including healthcare, consumer/retail, financial and business services, industrials, and technology, media and telecommunications. Bain Capital Private Equity has 20 offices on four continents. The firm has made primary or add-on investments in more than 875 companies since its inception. In addition to private equity, Bain Capital Private Equity invests across asset classes including credit, public equity, venture capital and real estate, managing approximately $100 billion in total and leveraging the firm’s shared platform to capture opportunities in strategic areas of focus.
Forward-Looking Statements
This press release contains express and implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements regarding: the investment by Bain Capital Private Equity in the Company, as described herein, including the Company’s plans for the use of the proceeds and the timing thereof, as well as any expected benefits thereof on the Company’s leadership and governance structure, future financial and operating performance, capital position, market share, and growth prospects; the expected appointment of new directors to the Company’s Board, including the timing and benefits thereof; any potential adjustments to the conversion price of the Notes; the Company’s plans to repurchase stock to offset the dilutive effect of the investment; and the Company’s business plans, initiatives and objectives and its ability to execute such plans, initiatives and objectives in a timely manner, as well as the benefits and impact of such plans, initiatives and objectives. These forward-looking statements are not historical facts and instead are based on the Company’s 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, including factors that may be beyond the Company’s control, that may cause these statements to be inaccurate and cause its actual results, performance or achievements to differ materially and adversely from those anticipated or implied by such statements, including, among others: failure to successfully close or realize the full benefits of the above-described investment, or unexpected difficulties or delays in successfully closing or realizing the full benefits of such investment; failure to successfully implement or realize the full benefits of, or unexpected difficulties or delays in successfully implementing or realizing the full benefits of, the Company’s business plans, initiatives and objectives; failure to attract new and retain existing end-customers; failure to timely and successfully meet the needs of the Company’s customers; delays in or lack of customer or market acceptance of the Company’s new products, services, product features or technology; failure to meet expectations regarding the Company’s platform, products, services and technology; the timing, breadth, and impact of the COVID-19 pandemic, including the actions the Company has taken to manage operating expenses in response thereto, on the Company’s business, operations, and financial results, as well as the impact of the pandemic on the Company’s customers, partners, and end markets; the failure to build strong leadership or manage the Company’s business and any future growth effectively; and other risks detailed in Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020, filed with the U.S. Securities and Exchange Commission, or the SEC, on June 4, 2020. Additional information will also be set forth in Company’s Annual Report on Form 10-K that will be filed for the fiscal year ended July 31, 2020, which should be read in conjunction with this press release. The Company’s SEC filings are available on the Investor Relations section of the Company’s website at ir.nutanix.com and on the SEC's 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, the Company assumes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any of these forward-looking statements to reflect actual results or subsequent events or circumstances.
© 2020 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein 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
Investor Contact:
Tonya Chin
408-560-2675
tonya@nutanix.com
Media Contact:
Jennifer Massaro
408-665-3141
pr_ntnx@nutanix.com
Bain Capital Private Equity
Media Contact:
Charlyn Lusk
646-502-3549
clusk@stantonprm.com
Dheeraj Pandey, Co-Founder and CEO, to Retire from Management Team After New CEO Appointed
Pandey Grew Company from Founding to $1.6B in Annual Billings in 10+ Years
SAN JOSE, Calif.--(BUSINESS WIRE)--August 27, 2020--Nutanix (NASDAQ: NTNX), a leader in enterprise cloud computing, today announced that Dheeraj Pandey plans to retire as CEO of Nutanix upon the selection and appointment of the Company’s next CEO.
“Co-founding and leading Nutanix for the last 11 years has been the single most rewarding experience of my professional career. Guided by a vision of making IT infrastructure so simple that it becomes invisible, our team has built Nutanix into a leader in cloud software and a pioneer in hybrid cloud infrastructure solutions,” said Pandey. “With our strong fourth quarter financial results, 29 percent growth in year-over-year run-rate ACV, a delightful software stack, and our recent launch of Nutanix Clusters on AWS bare metal, Nutanix is well positioned for the future. In addition, the $750 million investment from Bain Capital Private Equity announced today underscores the strength of our business and ensures a strong financial foundation to capitalize on the significant opportunities ahead. I am confident there is no better time for me to make this transition to a new leader who can guide Nutanix through its next decade of growth and success.”
“Silicon Valley’s history is filled with storied founders and legendary visionaries and Dheeraj Pandey has earned a place among them,” said Ravi Mhatre, Lead Independent Director. “On behalf of the entire Board, I thank Dheeraj for his vision and invaluable contributions, which have enabled Nutanix to grow from a simple idea to the market leader and successful company it is today. We support his decision to begin another chapter and deeply appreciate that he will continue to lead the management team until a successor has been appointed.”
“Thanks to the dedication of our talented team of over 6,000 employees, we have grown Nutanix through innovation and collaboration and built an incredibly strong and loyal customer base”, added Pandey. “While I will miss being in the trenches with our team every day, working from home alongside my family over the last several months has been a fulfilling experience. I look forward to spending more time with our children and allowing myself the space and flexibility to read and write, and learn new domains, which simply hasn’t been possible as a full-time CEO. I would like to express my deepest gratitude to my wife and my fellow co-founders for giving me the courage to imagine and help create something out of nothing. I would also like to thank our many employees and investors who believed in our vision and supported Nutanix through its growth. And finally, I would like to thank the Nutanix Board of Directors and management team for their support of my decision and reiterate my commitment to working alongside them as they embark on a search for our next CEO.”
A CEO search committee of the Nutanix Board of Directors will lead the effort to identify and interview candidates with the assistance of a leading global executive search firm.
Investment from Bain Capital Private Equity
In a separate release today, Nutanix announced that Bain Capital Private Equity will make an investment of $750 million in Senior Convertible Notes to support the Company’s growth initiatives. The press release can be found on the Nutanix Investor Relations website at ir.nutanix.com.
Fiscal Fourth Quarter and Fiscal Year 2020 Financial Results
Nutanix also separately announced its financial results for its fiscal fourth quarter and year ended July 31, 2020. The Company will host a conference call today beginning at 5:30 p.m. ET/ 2:30 p.m. PT to discuss today’s announcements. Interested parties may access the conference call by dialing 833-227-5841 in the United States or 647-689-4068 from outside the United States and using the conference ID 4679381. The conference call will also be webcast live on the Nutanix Investor Relations website at ir.nutanix.com.
About Nutanix
Nutanix is a global leader in cloud software and a pioneer in hyperconverged infrastructure solutions, making computing invisible anywhere. Organizations around the world use Nutanix software to leverage a single platform to manage any app at any location for their private, hybrid and multicloud environments. Learn more at www.nutanix.com or follow us on Twitter @nutanix.
© 2020 Nutanix, Inc. All rights reserved. Nutanix, the Nutanix logo, and all Nutanix product and service names mentioned herein 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).
Forward-Looking Statements
This press release contains express and implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements regarding: the results and timing of the Company’s search for a new Chief Executive Officer, the Company’s ability to identify or recruit an acceptable successor to Mr. Pandey, Mr. Pandey’s intention to remain CEO and Chairman of the Board until a successor has been selected and appointed, the Company’s position for the future, and the investment by Bain in the Company and any expected benefits from such investment. These forward-looking statements are not historical facts and instead are based on the Company’s 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, including factors that may be beyond the Company’s control, that may cause these statements to be inaccurate and cause its actual results, performance or achievements to differ materially and adversely from those anticipated or implied by such statements, including, among others: failure to successfully close or realize the full benefits of the above-described. These forward-looking statements speak only as of the date of this press release and, except as required by law, the Company assumes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any of these forward-looking statements to reflect actual results or subsequent events or circumstances.
Investor Contact:
Tonya Chin
tonya@nutanix.com
Media Contact:
Jennifer Massaro
pr_ntnx@nutanix.com