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NIMBLE STORAGE INC - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Edgar Glimpses Via Acquire Media NewsEdge) You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and in other parts of this Quarterly Report on Form 10-Q. Overview Our mission is to provide our customers with the industry's most efficient data storage platform. We have designed and sell a flash-optimized storage platform, Adaptive Flash, that we believe is disrupting the market by enabling significant improvements in application performance and storage capacity with superior data protection, while simplifying business operations and lowering costs. At the core of our innovative Adaptive Flash platform is our Cache-Accelerated Sequential Layout file system software, which we call our CASL technology, and our cloud-based storage management and support service, InfoSight. We were incorporated in November 2007, and we initially focused on the development of our CASL file system software and our storage platform. We shipped our first product line, our CS200 series, in August 2010. In August 2012, we introduced our CS400 series of products and a number of scale-to-fit products, including expansion shelves and controller upgrades. In April 2013, we launched InfoSight. In addition, as of May 2014, we made our scale-out firmware release generally available to all customers with a support and services agreement. We typically recognize revenue upon the shipment of these products. We also offer support and maintenance services including InfoSight, for periods ranging from one to five years, and recognize revenue over the term of the related support and maintenance agreement. We sell our products through our network of VARs and distributors, and also engage our end-customers through our global sales force. Our channel partners act as an extension of our sales force to market our solutions directly to end-customers and do not hold inventory. We have sales offices located in several international locations, including Australia, England, Germany and Singapore. In addition, we have sales employees located in 13 countries and distribution agreements in 21 countries. Our revenue outside North America was 15% and 14% of our total revenue for the three months ended July 31, 2014 and 2013, respectively, and was 16% and 14% of our total revenue for the six months ended July 31, 2014 and 2013, respectively, as we increased our sales and marketing efforts on a global basis. We outsource the manufacturing of our hardware products to our contract manufacturer, Flextronics, which assembles and tests our products. Our contract manufacturer generally procures the components used in our products directly from third-party suppliers. Inventory and shipment are handled by our third-party logistics partners. Distributors and VARs generally handle fulfillment and, in some situations, shipment for our domestic and international end-customers, but do not hold inventory. We have experienced significant growth in recent periods with total revenue of $53.8 million and $28.5 million in the three months ended July 31, 2014 and 2013, respectively, and $100.3 million and $50.6 million in the six months ended July 31, 2014 and 2013, respectively. Our net loss was $26.1 million and $10.5 million in the three months ended July 31, 2014 and 2013, respectively, and $45.7 million and $19.8 million in the six months ended July 31, 2014 and 2013, respectively. As our sales and customer base have grown, we have also experienced growth in our deferred revenue from $33.5 million as of January 31, 2014 to $50.5 million as of July 31, 2014. Our gross margin has improved from approximately 63.8% and 62.8% for the three and six months ended July 31, 2013, respectively, to 65.6% and 65.3% for the three and six months ended July 31, 2014, respectively. As a percentage of total revenue, our operating expenses have increased from 100% and 101% for the three and six months ended July 31, 2013, respectively, to 115% and 111% for the three and six months ended July 31, 2014, respectively. As a consequence of the rapidly evolving nature of our business and our limited operating history, we believe that period-to-period comparisons of revenue and other operating results, including gross margin and operating expenses as a percentage of our total revenue, are not necessarily meaningful and should not be relied upon as indications of future performance. Although we have experienced significant percentage growth in our total revenue, we do not believe that our historical growth rates are likely to be sustainable or indicative of future growth. Since our founding, we have invested heavily in growing our business, particularly in research and development and sales and marketing. From January 31, 2014 to July 31, 2014, our headcount has increased from 592 to 735 employees. We intend to continue to invest in development of our solutions and sales and marketing programs to drive long-term growth. To support future sales, we plan to continue to invest significant resources in sales and marketing. 12-------------------------------------------------------------------------------- Table of Contents The successful growth of our business will depend on our ability to continue to expand our customer base by gaining new customers and in turn grow revenues from our existing customer base. As a result, we intend to hire additional sales and marketing personnel. We are also expanding our VAR network and contracting directly with large distributors. While these areas represent significant opportunities for us, they also pose risks and challenges that we must successfully address in order to sustain the growth of our business and improve our operating results. For example, our investments in these areas might not result in a significant increase in productive sales personnel or channel partners. If this were to occur, we might not be able to expand our base of new customers or succeed in selling additional products to existing customers, which would affect our ability to continue to grow our revenues. Our future performance will also depend on our ability to continue to innovate, improve functionality in our products and adapt to new technologies or changes to existing technologies. Accordingly, we intend to continue to invest in our research and development activities. It is difficult for us to predict the timing and impact that these investments will have on future revenue. Additionally, we face significant competition in the storage market, which makes it more important that the investments we make in our business are successful. Weak global economic conditions, particularly market and financial uncertainty in the United States and Europe, or a reduction in spending even if economic conditions improve, could adversely impact our business, financial condition and operating results. If we are unable to address these challenges, our business could be adversely affected. Key Business Metrics We monitor the key business metrics set forth below in managing our business. We discuss revenue and gross margin below under "-Components of Operating Results." Deferred revenue, cash flow provided by (used in) operating activities, Non-GAAP Net Loss, Non-GAAP Operating Loss and Adjusted EBITDA are discussed immediately below the following table. Three Months Ended July 31, Six Months Ended July 31, 2014 2013 2014 2013 (dollars in thousands) Total revenue $ 53,761 $ 28,478 $ 100,308 $ 50,602 Year-over-year percentage increase 89 % 160 % 98 % 165 % Gross margin 65.6 % 63.8 % 65.3 % 62.8 % Deferred revenue, current and non-current 50,475 19,931 50,475 19,931 Net cash provided by (used in) operating activities 2,837 (3,780 ) 3,289 (8,656 ) Non-GAAP Net Loss (10,948 ) (8,836 ) (20,986 ) (17,052 ) Non-GAAP Operating Loss (10,743 ) (8,560 ) (20,830 ) (16,603 ) Adjusted EBITDA (8,738 ) (7,831 ) (16,858 ) (15,390 ) Deferred Revenue Our deferred revenue consists of amounts that have been either invoiced or prepaid but have not yet been recognized as revenue as of the period end. The majority of our deferred revenue consists of the unrecognized portion of revenue from sales of our support and service contracts. We monitor our deferred revenue balance because it represents a portion of revenue to be recognized in future periods. Net Cash Provided by (Used in) Operating Activities We monitor net cash provided by (used in) operating activities as a measure of our overall business performance. Our net cash provided by (used in) operating activities is driven in large part by our net losses. Monitoring net cash provided by (used in) operating activities enables us to analyze our financial performance without the non-cash effects of certain items such as depreciation and stock-based compensation costs, thereby allowing us to better understand and manage the cash needs of our business. Non-GAAP Net Loss and Non-GAAP Operating Loss To provide investors with additional information regarding our financial results, we have disclosed in this Quarterly Report on Form 10-Q Non-GAAP Net Loss and Non-GAAP Operating Loss. We define Non-GAAP Net Loss as our net loss adjusted to exclude stock-based compensation. We define Non-GAAP Operating Loss as our operating loss adjusted to exclude stock-based compensation. We have provided reconciliations below of Non-GAAP Net Loss to net loss and Non-GAAP Operating Loss to operating loss, the most directly comparable GAAP financial measures. 13 -------------------------------------------------------------------------------- Table of Contents Adjusted EBITDA To provide investors with additional information regarding our financial results, we have disclosed in this Quarterly Report on Form 10-Q Adjusted EBITDA, a non-GAAP financial measure. We define Adjusted EBITDA as our net loss, adjusted to exclude stock-based compensation, interest income, provision for income taxes and depreciation and amortization. We have provided a reconciliation below of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure. We have included Non-GAAP Net Loss, Non-GAAP Operating Loss and Adjusted EBITDA in this Quarterly Report on Form 10-Q because they are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational and compensation plans. In particular, the exclusion of certain expenses in calculating Non-GAAP Net Loss, Non-GAAP Operating Loss and Adjusted EBITDA can provide useful measures for period-to-period comparisons of our core business. Accordingly, we believe that Non-GAAP Net Loss, Non-GAAP Operating Loss and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Our use of Non-GAAP Net Loss, Non-GAAP Operating Loss and Adjusted EBITDA has limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: ¨ Non-GAAP Net Loss, Non-GAAP Operating Loss and Adjusted EBITDA do not consider the potentially dilutive impact of equity-based compensation, which is an ongoing expense for us; ¨ Adjusted EBITDA does not reflect cash capital expenditure requirements for additional capital expenditures; ¨ Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and ¨ Other companies, including companies in our industry, may calculate Non-GAAP Net Loss, Non-GAAP Operating Loss and Adjusted EBITDA differently, which reduces their usefulness as comparative measures. Because of these limitations, you should consider Non-GAAP Net Loss, Non-GAAP Operating Loss and Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net loss and our other GAAP results. We compensate for these limitations by also reviewing our GAAP financial statements. Reconciliations of Non-GAAP Net Loss and Adjusted EBITDA to net loss and Non-GAAP Operating Loss to operating loss are provided below: Three Months Ended July 31, Six Months Ended July 31, 2014 2013 2014 2013 (in thousands) Net loss $ (26,117 ) $ (10,463 ) $ (45,712 ) $ (19,834 ) Stock-based compensation expense 15,169 1,627 24,726 2,782 Non-GAAP Net Loss $ (10,948 ) $ (8,836 ) $ (20,986 ) $ (17,052 ) Interest income, net (22 ) (16 ) (18 ) (22 ) Provision for income taxes 162 130 318 176 Depreciation 2,070 891 3,828 1,508 Adjusted EBITDA $ (8,738 ) $ (7,831 ) $ (16,858 ) $ (15,390 ) Loss from operations $ (25,912 ) $ (10,187 ) $ (45,556 ) $ (19,385 ) Stock-based compensation expense 15,169 1,627 24,726 2,782 Non-GAAP Operating Loss $ (10,743 ) $ (8,560 ) $ (20,830 ) $ (16,603 ) 14 -------------------------------------------------------------------------------- Table of Contents Components of Operating Results Revenue Our total revenue is comprised of the following: Product Revenue. We generate the substantial majority of our product revenue from the sales of our storage products. It is our practice to identify a direct customer or an end-customer from our VARs and distributors prior to shipment. Products are typically shipped directly to the direct customer or the end-customers of our VARs and distributors. Assuming all other revenue recognition criteria have been met, we generally recognize revenue on sales upon shipment, as title and risk of loss are transferred at that time. For certain VARs and distributors, title and risk of loss is transferred upon delivery to the end-customers and revenue is recognized after delivery has been completed. Our arrangements with VARs and distributors do not contain rights of return, subsequent price discounts, price protection or other allowances for shipments completed. Support and Service Revenue. We generate our support and service revenue primarily from support and service contracts, which include our automated support and management platform. The majority of our product sales are bundled with support and service contracts with terms ranging from one to five years. We recognize revenue from support and service contracts over the contractual service period. As a percentage of total revenue, we expect our support and service revenue to increase as we add new customers and renew existing support and service contracts. Cost of Revenue Our total cost of revenue is comprised of the following: Cost of Product Revenue. Cost of product revenue primarily includes costs paid to our third-party contract manufacturer, which includes the costs of our components, and personnel costs associated with our manufacturing operations. Personnel costs consist of salaries, benefits, bonuses and stock-based compensation. Our cost of product revenue also includes warranty costs, inventory related expenses, freight and allocated overhead costs. Overhead costs consist of certain facilities, depreciation, benefits and IT costs. We expect our cost of product revenue to increase as our product revenue increases. Cost of Support and Service Revenue. Cost of support and service revenue includes personnel costs associated with our global customer support organization, operation and administration of our service depots, cost from service inventory reserves and allocated overhead costs. Personnel costs consist of salaries, benefits, bonuses and stock-based compensation. Overhead costs consist of certain facilities, depreciation, benefits and IT costs. We expect our cost of support and service revenue to increase as our installed end-customer base grows. Gross Margin Gross margin, or gross profit as a percentage of total revenue, has been and will continue to be affected by a variety of factors, including the average sales price of our storage products and related support and service contracts, manufacturing and overhead costs, component costs, the mix of products sold, and our ability to leverage our existing infrastructure as we continue to grow. We expect our gross margins to fluctuate over time depending on the factors described above. Operating Expenses Our operating expenses consist of research and development, sales and marketing, and general and administrative expense. Personnel costs are the most significant component of operating expenses. Research and Development. Research and development expense consists primarily of personnel costs and allocated overhead and also includes depreciation expense from property and equipment purchases, consulting and other costs to support our development activities. To date, we have expensed all research and development costs as incurred. We expect research and development expense to continue to increase in absolute dollars as we continue to invest in our research and product development efforts to enhance our product capabilities, expand our product offerings and access new customer markets, although such expense may fluctuate as a percentage of total revenue. 15-------------------------------------------------------------------------------- Table of Contents Sales and Marketing. Sales and marketing expense consists primarily of personnel costs, sales commission costs and allocated overhead. We expense sales commission costs as incurred. Sales and marketing expense also includes costs for recruiting and training channel partners, market development programs, promotional and other marketing activities, travel, office equipment, depreciation of proof-of-concept evaluation units and outside consulting costs. We expect sales and marketing expense to continue to increase in absolute dollars as we expand our sales and marketing headcount in all markets and expand our international operations, although such expense may fluctuate as a percentage of total revenue. General and Administrative. General and administrative expense consists of personnel costs, professional services and allocated overhead. General and administrative personnel include our executive, finance, human resources, investor relations, compliance, administrative, IT, facilities and legal organizations. Professional services consist primarily of legal, auditing, accounting and other consulting costs. We expect general and administrative expense to continue to increase in absolute dollars as we have recently incurred, and expect to continue to incur, additional general and administrative expenses as we grow our operations and operate as a public company, including higher legal, corporate insurance and accounting expenses. Interest Income and Other Expense, Net Interest income consists of interest earned on our cash and cash equivalent balances. We have historically invested our cash in money-market funds. We expect interest income, which has not been historically significant to our operations, to vary each reporting period depending on our average investment balances during the period, types and mix of investments and market interest rates. Other expense, net consists primarily of gains and losses from foreign currency transactions. Provision for Income Taxes Provision for income taxes consists primarily of state income taxes in the United States and income taxes in certain foreign jurisdictions in which we conduct business. We provide a full valuation allowance for U.S. deferred tax assets, which includes net operating loss, or NOL, carryforwards and tax credits related primarily to research and development. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not that the assets will not be realized based on our history of losses. 16-------------------------------------------------------------------------------- Table of Contents Results of Operations The following tables summarize our consolidated results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of results is not necessarily indicative of results for future periods. Three Months Ended July 31, Six Months Ended July 31, 2014 2013 2014 2013 (inthousands) Consolidated Statements of Operations Data: Revenue: Product $ 47,123 $ 25,720 $ 88,358 $ 45,766 Support and service 6,638 2,758 11,950 4,836 Total revenue 53,761 28,478 100,308 50,602 Cost of revenue: Product(1) 14,797 8,480 27,808 15,375 Support and service(1) 3,719 1,818 7,043 3,466 Total cost of revenue 18,516 10,298 34,851 18,841 Total gross profit 35,245 18,180 65,457 31,761 Operating expenses: Research and development(1) 17,417 8,058 31,634 14,376 Sales and marketing(1) 36,639 17,268 65,841 31,428 General and administrative(1) 7,101 3,041 13,538 5,342 Total operating expenses 61,157 28,367 111,013 51,146 Loss from operations (25,912 ) (10,187 ) (45,556 ) (19,385 ) Interest income, net 22 16 18 22 Other income (expense), net (65 ) (162 ) 144 (295 ) Loss before provision for income taxes (25,955 ) (10,333 ) (45,394 ) (19,658 ) Provision for income taxes 162 130 318 176 Net loss $ (26,117 ) $ (10,463 ) $ (45,712 ) $ (19,834 ) (1) Includes stock-based compensation expense as follows: Cost of product revenue $ 374 $ 38 $ 605 $ 78 Cost of support and service revenue 593 88 986 131 Research and development 3,692 547 6,132 914 Sales and marketing 8,664 623 13,585 1,121 General and administrative 1,846 331 3,418 538 Total stock-based compensation expense $ 15,169 $ 1,627 $ 24,726 $ 2,782 17 -------------------------------------------------------------------------------- Table of Contents Three Months Ended July 31, Six Months Ended July 31, 2014 2013 2014 2013 Revenue: Product 88 % 90 % 88 % 90 % Support and service 12 10 12 10 Total revenue 100 100 100 100 Cost of revenue: Product 27 30 28 30 Support and service 7 6 7 7 Total cost of revenue 34 36 35 37 Total gross profit 66 64 65 63 Operating expenses: Research and development 33 28 32 28 Sales and marketing 68 61 66 62 General and administrative 13 11 13 11 Total operating expenses 114 100 111 101 Loss from operations (48 ) (36 ) (46 ) (38 ) Interest income, net 0 0 0 0 Other income (expense), net 0 (1 ) 0 (1 ) Loss before provision for income taxes (48 ) (37 ) (46 ) (39 ) Provision for income taxes 1 0 0 0 Net loss (49 )% (37 )% (46 )% (39 )% Comparison of the Three and Six Months Ended July 31, 2014 and 2013 Revenue Three Months Ended July 31, Six Months Ended July 31, 2014 2013 Change 2014 2013 Change Amount Amount Amount % Amount Amount Amount % (dollars in thousands) Revenue: Product $ 47,123 $ 25,720 $ 21,403 83 % $ 88,358 $ 45,766 $ 42,592 93 % Support and service 6,638 2,758 3,880 141 11,950 4,836 7,114 147 Total revenue $ 53,761 $ 28,478 $ 25,283 89 % $ 100,308 $ 50,602 $ 49,706 98 % Total revenue increased by $25.3 million, or 89%, during the three months ended July 31, 2014 compared to the three months ended July 31, 2013. Total revenue increased by $49.7 million, or 98%, during the six months ended July 31, 2014 compared to the six months ended July 31, 2013. The revenue growth reflects increased demand for our storage products and related support and service. The increase in product revenue was driven by higher sales of our storage products to existing and new end-customers. We acquired 2,007 new end-customers from July 31, 2013 to July 31, 2014. The increase in support and service revenue was driven by higher product sales and the resulting expansion of our installed base of end customers. 18 -------------------------------------------------------------------------------- Table of Contents Cost of Revenue and Gross Margin Three Months Ended July 31, Six Months Ended July 31, 2014 2013 Change 2014 2013 Change Amount Amount Amount % Amount Amount Amount % (dollars in thousands)Cost of revenue: Product $ 14,797 $ 8,480 $ 6,317 74 % $ 27,808 $ 15,375 $ 12,433 81 % Support and service 3,719 1,818 1,901 105 7,043 3,466 3,577 103 Total cost of revenue $ 18,516 $ 10,298 $ 8,218 80 % $ 34,851 $ 18,841 $ 16,010 85 % Gross margin 65.6 % 63.8 % 65.3 % 62.8 % Cost of revenue increased by $8.2 million, or 80%, during the three months ended July 31, 2014 compared to the three months ended July 31, 2013. The increase in cost of product revenue was driven primarily by higher product sales. The increase in cost of product revenue was also impacted by higher costs of $0.9 million in our manufacturing operations, primarily driven by personnel costs associated with increased headcount. The increase in cost of support and service revenue was primarily attributable to higher costs of $1.6 million in our global customer support organization primarily driven by personnel costs associated with increased headcount and increase in allocated overhead resulting from higher facilities utilization. Cost of revenue increased by $16.0 million, or 85%, during the six months ended July 31, 2014 compared to the six months ended July 31, 2013. The increase in cost of product revenue was driven primarily by higher product sales. The increase in cost of product revenue was also impacted by higher costs of $1.4 million in our manufacturing operations, primarily driven by personnel costs associated with increased headcount. The increase in cost of support and service revenue was primarily attributable to higher costs of $3.1 million in our global customer support organization primarily driven by personnel costs associated with increased headcount and increase in allocated overhead resulting from higher facilities utilization. Gross margin increased from 63.8% during the three months ended July 31, 2013 to 65.6% during the three months ended July 31, 2014. Gross margin increased from 62.8% during the six months ended July 31, 2013 to 65.3% during the six months ended July 31, 2014. Our gross margin improvement from prior year was driven by increases in both product and support and service margins. Product gross margin increased by 1.6 percentage points from 67.0% to 68.6% during the three months ended July 31, 2014 compared to the three months ended July 31, 2013. Product gross margin increased by 2.1 percentage points from 66.4% to 68.5% during the six months ended July 31, 2014 compared to the six months ended July 31, 2013. The majority of the improvement in product gross margin from prior year was due to continuing operational leverage and efficiencies in our supply chain infrastructure as well as improving manufacturing yield and quality. Support and service gross margin increased by 9.9 percentage points from 34.1% to 44.0% during the three months ended July 31, 2014 compared to the three months ended July 31, 2013. Support and service gross margin increased by 12.7 percentage points from 28.3% to 41.1% during the six months ended July 31, 2014 compared to the six months ended July 31, 2013. The improvements in support and service gross margin from prior year were driven by increased revenue from our larger base of end customers and from increased leverage of our support organization as we continued to make investments to build out our infrastructure. 19-------------------------------------------------------------------------------- Table of Contents Operating Expenses Three Months Ended July 31, Six Months Ended July 31, 2014 2013 Change 2014 2013 Change Amount Amount Amount % Amount Amount Amount % (dollars in thousands) Operating expenses: Research and development $ 17,417 $ 8,058 $ 9,359 116 % $ 31,634 $ 14,376 $ 17,258 120 % Sales and marketing 36,639 17,268 19,371 112 65,841 31,428 34,413 109 General and administrative 7,101 3,041 4,060 134 13,538 5,342 8,196 153 Total operating expenses $ 61,157 $ 28,367 $ 32,790 116 % $ 111,013 $ 51,146 $ 59,867 117 % Includes stock-based compensation expense of: Research and development $ 3,692 $ 547 $ 3,145 575 % $ 6,132 $ 914 $ 5,218 571 % Sales and marketing 8,664 623 8,041 1,291 13,585 1,121 12,464 1,112 General and administrative 1,846 331 1,515 458 3,418 538 2,880 535 Total $ 14,202 $ 1,501 $ 12,701 846 % $ 23,135 $ 2,573 $ 20,562 799 % Research and Development Research and development expense increased by $9.4 million, or 116%, during the three months ended July 31, 2014 compared to the three months ended July 31, 2013. The increase was primarily due to a $7.1 million increase in personnel costs, including stock-based compensation, resulting from headcount growth to support further development of our storage products, $1.2 million increase in allocated overhead resulting from higher facilities utilization, and $0.4 million increase in depreciation expense from property and equipment purchases as we further invested in our laboratory and test infrastructure. Research and development expense increased by $17.3 million, or 120%, during the six months ended July 31, 2014 compared to the six months ended July 31, 2013. The increase was primarily due to a $12.8 million increase in personnel costs, including stock-based compensation, resulting from headcount growth to support further development of our storage products, $2.4 million increase in allocated overhead resulting from higher facilities utilization, $0.7 million increase in depreciation expense from property and equipment purchases as we further invested in our laboratory and test infrastructure, and $0.6 million increase in non-recurring engineering design work expense relating to future products. Sales and Marketing Sales and marketing expense increased by $19.4 million, or 112%, during the three months ended July 31, 2014 compared to the three months ended July 31, 2013. The increase was primarily due to a $13.9 million increase in personnel costs, including stock-based compensation, resulting from headcount growth, a $2.1 million increase in commission expense related to higher sales, a $0.8 million increase in travel and entertainment expenses, a $0.7 million increase in allocated overhead resulting from higher facilities utilization, and a $0.6 million increase in advertising and tradeshow expenses. Sales and marketing expense increased by $34.4 million, or 109%, during the six months ended July 31, 2014 compared to the six months ended July 31, 2013. The increase was primarily due to a $23.7 million increase in personnel costs, including stock-based compensation, resulting from headcount growth, a $3.8 million increase in commission expense related to higher sales, a $1.9 million increase in travel and entertainment expenses, a $1.6 million increase in advertising and tradeshow expenses, and a $1.5 million increase in allocated overhead resulting from higher facilities utilization. General and Administrative General and administrative expense increased by $4.1 million, or 134%, during the three months ended July 31, 2014 compared to the three months ended July 31, 2013. The increase was primarily due to a $2.6 million increase in personnel costs, including stock-based compensation, resulting from headcount growth, a $0.5 million increase in legal costs, a $0.3 million increase in accounting and audit costs and a $0.3 million increase in spending on consulting resources and professional services. General and administrative expense increased by $8.2 million, or 153%, during the six months ended July 31, 2014 compared to the six months ended July 31, 2013. The increase was primarily due to a $5.1 million increase in personnel costs, including stock-based compensation, resulting from headcount growth, a $1.2 million increase in legal costs, a $0.7 million increase in accounting and audit costs and a $0.5 million increase in spending on consulting resources and professional services. 20 -------------------------------------------------------------------------------- Table of Contents Interest Income and Other Income (Expense), Net Three Months Ended July 31, Six Months Ended July 31, 2014 2013 Change 2014 2013 Change Amount Amount Amount % Amount Amount Amount % (dollars in thousands) Interest income, net $ 22 $ 16 $ 6 38 % $ 18 $ 22 $ (4 ) (18 )% Other income (expense), net (65 ) (162 ) 97 (60 )% 144 (295 ) 439 (149 )% Other income (expense), net consisted primarily of gains (losses) from the remeasurement of our foreign currency denominated assets. During the three months ended July 31, 2014 compared to the three months ended July 31, 2013, losses from the remeasurement of our foreign currency denominated assets decreased as a result of the depreciation of the U.S. dollar. During the six months ended July 31, 2014 we had a gain from the remeasurement of our foreign currency denominated assets compared to a loss during the six months ended July 31, 2013. This resulted from the depreciation of the U.S. dollar. Provision for Income Taxes Three Months Ended July 31, Six Months Ended July 31, 2014 2013 Change 2014 2013 Change Amount Amount Amount % Amount Amount Amount % (dollars in thousands) Provision for income taxes $ 162 $ 130 $ 32 25 % $ 318 $ 176 $ 142 81 % The increase in the provision for income taxes during the three and six months ended July 31, 2014 compared to the three and six months ended July 31, 2013 was primarily due to an increase in foreign taxes related to intercompany cost plus agreements with our international subsidiaries. 21-------------------------------------------------------------------------------- Table of Contents Liquidity and Capital Resources As of July 31, 2014 January 31, 2014 (in thousands) Cash and cash equivalents $ 205,793 $ 208,486 Six Months Ended July 31, 2014 2013 (dollars in thousands) Cash provided by (used in) operating activities $ 3,289 $ (8,656 ) Cash used in investing activities (8,005 ) (7,299 ) Cash provided by financing activities 1,906 3,495 Foreign exchange impact on cash and cash equivalents 117 (25 ) Net decrease in cash and cash equivalents $ (2,693 ) $ (12,485 ) Other Financial and Operational Metrics: Days Sales Outstanding 36 44 Days Sales Inventory (1) 40 51 (1) Average number of days we hold our inventory before sale. At July 31, 2014, our cash and cash equivalents were $205.8 million, of which approximately $5.9 million was held outside of the United States and not immediately available to fund domestic operations and obligations. We do not enter into investments for trading or speculative purposes. We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product and service offerings, and the continuing market acceptance of our products. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected. Operating Activities During the six months ended July 31, 2014, cash provided by operating activities was $3.3 million. The primary factors affecting our cash flows from operations during this period were our net loss of $45.7 million, partially offset by non-cash charges of $24.7 million for stock-based compensation and $3.8 million for depreciation of our property and equipment, and net cash flows of $20.6 million provided by changes in our operating assets and liabilities. The primary driver of the changes in operating assets and liabilities was a $19.1 million increase in accounts payable and accrued liabilities as a result of increase in inventory purchases and timing of payments, and a $17.0 million increase in deferred revenue due to higher sales of support and service contracts. This was partially offset by the increase of $11.9 million in accounts receivable which was attributable to increased sales, and a $3.7 million increase in inventories as a result of increased purchases to meet higher overall demand for our storage products and higher costs of raw material to be used in the manufacturing of new products. We expect operating cash flows to continue to be affected by timing of sales and timing of collections. During the six months ended July 31, 2013, cash used in operating activities was $8.7 million. The primary factors affecting our cash flows during this period were our net loss of $19.8 million, partially offset by non-cash charges of $2.8 million for stock-based compensation, $1.5 million for depreciation of our property and equipment, and net cash flows of $6.6 million provided by changes in our operating assets and liabilities. The primary driver of the changes in operating assets and liabilities was a $9.0 million increase in deferred revenue due to higher sales of support and service contracts and a $1.9 million increase in accounts payable and accrued liabilities due to higher personnel costs and third-party professional fees for business growth and IPO preparation. This was partially offset by a $1.8 million increase in inventories as a result of increased purchases to meet higher overall demand for our storage products and higher raw material purchases to be used in the production of new products, and a $1.5 million increase in accounts receivable which was attributable to increased sales. 22 -------------------------------------------------------------------------------- Table of Contents Investing Activities Cash used in investing activities during the six months ended July 31, 2014 was $8.0 million, primarily resulting from $7.9 million used to purchase property and equipment due to an increase in expansion of our research and development infrastructure. We expect to continue to make such purchases to support continued growth of our business. Cash used in investing activities for the six months ended July 31, 2013 was $7.3 million, primarily resulting from a $3.9 million increase in restricted cash related to our facility lease agreement of our new corporate headquarters that requires us to maintain a letter of credit with the landlord, and $3.4 million used for the purchase of property and equipment. Financing Activities Cash provided by financing activities for the six months ended July 31, 2014 was $1.9 million, primarily resulting from $3.2 million of proceeds from the exercise of stock options, partially offset by $1.2 million payment of issuance costs related to our initial public offering in December 2013. During the six months ended July 31, 2013, financing activities provided $3.5 million in cash, due to proceeds from the exercise of stock options, net of repurchases of unvested early exercised shares. Contractual Obligations and CommitmentsThere have been no material changes in our contractual obligations and commitments for the six months ended July 31, 2014, as compared to the contractual obligations and commitments described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2014. Off-Balance Sheet Arrangements As of July 31, 2014 and January 31, 2014, we did not have any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other purposes. Segment InformationWe have one primary business activity and operate in one reportable segment. |