Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements, the accompanying notes, and other information included in this Quarterly Report and our Annual Report on Form 10-K for the year ended March 31, 2022. In particular, the disclosure contained in Part I, Item 1A in our Annual Report on Form 10-K, as updated by Part II, Item 1A in this Quarterly Report, may reflect trends, demands, commitments, events, or uncertainties that could materially impact our results of operations and liquidity and capital resources.
The following discussion contains forward-looking statements, such as statements regarding COVID-19's anticipated impacts on our business, our future operating results and financial position, our business strategy and plans, and our objectives for future operations. Please see "Note Regarding Forward-Looking Statements" for more information about relying on these forward-looking statements.
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OVERVIEW
We are a technology company whose mission is to deliver innovative solutions to organizations across the world. We design, manufacture and sell technology and services that help customers capture, create and share digital content, and protect it for decades. We emphasize innovative technology in the design and manufacture of our products to help our customers unlock the value in their video and unstructured data in new ways to solve their most pressing business challenges.
We generate revenue by designing, manufacturing, and selling technology and services. Our most significant expenses are related to compensating employees; designing, manufacturing, marketing, and selling our products and services; data center costs in support of our cloud-based services; and interest associated with our long-term debt and income taxes.
COVID-19 and Macroeconomic Conditions
The COVID-19 pandemic has caused a significant disruption to the global supply chain, which to a certain extent continues to have a negative impact on our business. Before the pandemic and disruptions in the global supply chain, our historical backlog was limited and typically represented less than 5% of quarterly revenues. However, beginning in fiscal 2022 the backlog grew significantly, which was driven primarily by our receipt of large purchase orders and our inability to satisfy those orders within our typical shipping timeline due to supply chain constraints. However, the significant increase in the backlog of $49.3 million to $96.1 million for the three months ended September 30, 2022 compared to $46.8 million at June 30, 2022 represented future orders placed by our customers to ensure continuity of supply and this increase was not driven by current unfulfilled orders due to supply chain constraints. We anticipate that supply chain constraints will remain challenging, but will not significantly limit our ability to ship against customer demand and we expect to work down the current backlog over the next three to four quarters to historical pre-COVID levels.
In addition, the instability of global economic conditions, inflationary risks, rising interest rates, military actions and armed conflicts and associated increased international trade regulations are adding to the uncertainty of our business. These adverse conditions could result in reductions in sales of our products and subscriptions for our services, longer sales cycles, increased costs to manufacture our products and increased price competition. Also, certain of our customers and partners have been and others may become credit or cash constrained, making it difficult for them to fulfill their payment obligations to us or require us to extend their payment terms. Given the dynamic nature of these macroeconomic conditions, we cannot reasonably estimate their full impact on our ongoing business, results of operations and overall financial performance.
We will continue to actively monitor the impact of COVID-19 and global economic conditions and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. Global supply chain disruptions and the higher inflationary and interest rate environment remain unpredictable and our past results may not be indicative of future performance. See Part II, Item 1A, Risk Factors, of our most recent Annual Report on Form 10-K for information regarding the risks we face as a result of the COVID-19 pandemic and an uncertain global economy.
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RESULTS OF OPERATIONS
Three Months Ended September 30, Six Months Ended September 30,
(in thousands) 2022 2021 2022 2021
Total revenue $ 99,137 $ 93,180 $ 196,212 $ 182,278
Total cost of revenue (1)
71,306 54,793 134,332 106,612
Gross profit 27,831 38,387 61,880 75,666
Operating expenses
Research and development (1)
10,546 12,389 22,671 23,680
Sales and marketing (1)
15,593 15,462 31,555 29,414
General and administrative (1)
11,940 11,466 24,254 23,293
Restructuring charges 921 8 1,646 274
Total operating expenses 39,000 39,325 80,126 76,661
Loss from operations (11,169) (938) (18,246) (995)
Other income (expense), net 2,431 126 3,182 (71)
Interest expense (2,745) (3,070) (4,836) (6,956)
Loss on debt extinguishment — (4,960) (1,392) (4,960)
Net loss before income taxes (11,483) (8,842) (21,292) (12,982)
Income tax provision 461 411 872 424
Net loss $ (11,944) $ (9,253) $ (22,164) $ (13,406)
(1) Includes stock-based compensation as follows:
Three Months Ended September 30, Six Months Ended September 30,
(in thousands) 2022 2021 2022 2021
Cost of revenue $ 322 $ 298 $ 632 $ 591
Research and development 98 1,331 1,257 2,863
Sales and marketing 770 613 1,221 1,113
General and administrative 1,098 830 2,247 1,706
Total $ 2,288 $ 3,072 $ 5,357 $ 6,273
Comparison of the Three Months Ended September 30, 2022 and 2021
Revenue
Three Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Product revenue
Primary storage systems $ 9,844 10 $ 16,683 18 $ (6,839) (41)
Secondary storage systems 44,093 44 26,259 28 17,834 68
Devices and media 9,030 9 11,713 13 (2,683) (23)
Total product revenue 62,967 63 54,655 59 8,312 15
Service and subscription 32,692 33 34,359 37 (1,667) (5)
Royalty 3,478 4 4,166 4 (688) (17)
Total revenue $ 99,137 100 $ 93,180 100 $ 5,957 6
Product revenue
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In the three months ended September 30, 2022, product revenue increased $8.3 million, or 15%, as compared to the same period in 2021. Primary storage systems decreased $6.8 million, or 41%, primarily driven from a reduced number of large purchases from install base customers. Secondary storage systems increased $17.8 million, or 68%, driven by higher demand in hyperscale use cases.
Service revenue
We offer a broad range of services including product maintenance, implementation, and training as well as software subscriptions. Service revenue is primarily comprised of customer field support contracts which provide standard support services for our hardware. Standard service contracts may be extended or include enhanced service, such as faster service response times.
Service and subscription revenue decreased 5% in the three months ended September 30, 2022 compared to the same period in 2021, partially driven by lower overall legacy service revenues offset by higher subscription revenue.
Royalty revenue
We receive royalties from third parties that license our LTO media patents through our membership in the LTO consortium. Royalty revenue decreased $0.7 million, or 17%, in the three months ended September 30, 2022 compared to the same period in 2021 due to decreased market volume of older generation LTO media.
Gross Profit and Margin
Three Months Ended September 30,
(dollars in thousands) 2022 Gross
margin % 2021 Gross
margin % $ Change Basis point change
Product $ 6,406 10.2 $ 13,531 24.8 $ (7,125) (1,460)
Service and subscription 17,947 54.9 20,690 60.2 (2,743) (530)
Royalty 3,478 100.0 4,166 100.0 (688) —
Gross profit $ 27,831 28.1 $ 38,387 41.2 $ (10,556) (1,310)
Product Gross Margin
Product gross margin decreased to 10.2% or by 14.6 percentage points for the three months ended September 30, 2022, as compared with the same period in 2021. This decrease was due primarily to a $6.9 million extraordinary inventory reserve provision recorded during the three months ended September 30, 2022. Due to longer purchasing lead times and other factors caused by the global supply chain disruptions occurring since the beginning of the COVID-19 pandemic, certain inventory has become obsolete due to next generation products being released and legacy products being discontinued. In addition, following our integration of several past acquisitions, certain legacy products were discontinued and replaced with updated product offerings rendering the related inventory obsolete. We do not believe that the magnitude of this inventory provision is indicative of our performance and is not expected to be repeated in the near term. Excluding this extraordanary adjustment, gross margins have declined approximately 3.8 percentage points for the three months ended September 30, 2022, as compared to the same period in 2021 primarily due to a less favorable mix of revenues weighted towards our lower margin product lines of business partially offset by improvements in pricing and lower supply chain costs.
Service and Subscription Gross Margin
Service and subscription gross margins decreased 530 basis points for the three months ended September 30, 2022, as compared with the same period in 2021. This was partially driven by lower overall service revenues, and by cost pressures as a result of certain constraints in the global supply chain.
Royalty Gross Margin
Royalties do not have significant related cost of sales.
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Operating expenses
Three Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Research and development $ 10,546 10.6 $ 12,389 13.3 $ (1,843) (15)
Sales and marketing 15,593 15.7 15,462 16.6 131 1
General and administrative 11,940 12.0 11,466 12.3 474 4
Restructuring charges 921 0.9 8 — 913 11,413
Total operating expenses $ 39,000 39.3 $ 39,325 42.2 $ (325) (1)
In the three months ended September 30, 2022, research and development expense decreased $1.8 million, or 15%, as compared with the same period in 2021. This decrease was primarily driven by cost reduction measures to consolidate acquired businesses.
In the three months ended September 30, 2022, sales and marketing expenses increased $0.1 million, or 1%, as compared with the same period in 2021. Both marketing expense and travel expense have increased over the prior year as COVID-19 restrictions ease.
In the three months ended September 30, 2022, general and administrative expenses increased $0.5 million, or 4%, as compared with the same period in 2021. This increase was largely driven by increased intangible amortization from recent acquisitions.
In the three months ended September 30, 2022, restructuring expenses increased $0.9 million as compared with the same period in 2021. The increase was the result of cost reduction initiatives.
Other Income (Expense)
Three Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Other income (expense) $ 2,431 2 $ 126 — $ 2,305 (1,829)
The change in other income (expense), net during the three months ended September 30, 2022 compared with the same period in 2021 was related primarily to fluctuations in foreign currency exchange rates and the sale of certain intangible assets during the three months ended September 30, 2022.
Interest expense
Three Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Interest expense (2,745) 3 (3,070) 3 325 11
In the three months ended September 30, 2022, interest expense decreased $0.3 million, or 11%, as compared with the same period in 2021 due to a lower principal balance and a lower effective interest rate on our Term Loan.
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Loss on debt extinguishment
Three Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Loss on debt extinguishment — — (4,960) (5) 4,960 n/a
In the three months ended September 30, 2022, the change in loss on debt extinguishment of $5.0 million was related to prepayment of our Senior Secured Term Loan in the prior year.
Income Taxes
Three Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Income tax provision $ 461 — $ 411 — $ 50 12
The income tax provision for the three months ended September 30, 2022 and 2021 is primarily influenced by foreign and state income taxes. Due to our history of net losses in the United States, the protracted period for utilizing tax attributes in certain foreign jurisdictions, and the difficulty in predicting future results, we believe that we cannot rely on projections of future taxable income to realize most of our deferred tax assets. Accordingly, we have established a full valuation allowance against our U.S. and certain foreign net deferred tax assets. Significant management judgement is required in assessing our ability to realize any future benefit from our net deferred tax assets. We intend to maintain this valuation allowance until sufficient positive evidence exists to support its reversal. Our income tax expense recorded in the future will be reduced to the extent that sufficient positive evidence materializes to support a reversal of, or decrease in, our valuation allowance.
Comparison of the Six Months Ended September 30, 2022 and 2021
Revenue
Six Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Product revenue
Primary storage systems $ 25,402 13 $ 27,994 15 $ (2,592) (9)
Secondary storage systems 77,130 39 54,463 30 22,667 42
Devices and media 20,646 10 24,329 13 (3,683) (15)
Total product revenue 123,178 62 106,786 58 16,392 15
Service and subscription 66,116 34 67,189 37 (1,073) (2)
Royalty 6,918 4 8,303 5 (1,385) (17)
Total revenue $ 196,212 100 $ 182,278 100 $ 13,934 8
Product revenue
In the six months ended September 30, 2022, product revenue increased $16.4 million, or 15%, as compared to the same period in 2021. Primary storage systems decreased $2.6 million, or 9%, primarily driven from a reduced number of large purchases from install base customers. Secondary storage systems increased $22.7 million, or 42%, driven by higher demand in hyperscale use cases.
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Service revenue
We offer a broad range of services including product maintenance, implementation, and training as well as software subscriptions. Service revenue is primarily comprised of customer field support contracts which provide standard support services for our hardware. Standard service contracts may be extended or include enhanced service, such as faster service response times.
Service and subscription revenue decreased 2% in the six months ended September 30, 2022 compared to the same period in 2021 partially driven by lower overall legacy service revenues offset by higher subscription revenue.
Royalty revenue
We receive royalties from third parties that license our LTO media patents through our membership in the LTO consortium. Royalty revenue decreased $1.4 million, or 17%, in the six months ended September 30, 2022 compared to the same period in 2021 due to decreased market volume of older generation LTO media.
Gross Profit and Margin
Six Months Ended September 30,
(dollars in thousands) 2022 Gross
margin % 2021 Gross
margin % $ Change Basis point change
Product $ 18,696 15.2 $ 26,922 25.2 $ (8,226) (1,000)
Service and subscription 36,266 54.9 40,441 60.2 (4,175) (530)
Royalty 6,918 100.0 8,303 100.0 (1,385) —
Gross profit $ 61,880 31.5 $ 75,666 41.5 $ (13,786) (1,000)
Product Gross Margin
Product gross margin decreased to 15.2% or by 10.0 percentage points for the six months ended September 30, 2022, as compared with the same period in 2021. This decrease was due primarily to a $6.9 million extraordinary inventory reserve provision recorded during the six months ended September 30, 2022. Due to longer purchasing lead times and other factors caused by the global supply chain disruptions occurring since the beginning of the COVID-19 pandemic, certain inventory has become obsolete due to next generation products being released and legacy products being discontinued. In addition, following our integration of several past acquisitions, certain legacy products were discontinued and replaced with updated product offerings rendering the related inventory obsolete. We do not believe that the magnitude of this inventory provision is indicative of our ongoing operations and is not expected to be repeated in the near term. Excluding this non-recurring adjustment, gross margins have declined approximately 4.5 percentage points for the six months ended September 30, 2022, as compared to the same period in 2021 primarily due to a less favorable mix of revenues weighted towards our lower margin product lines of business partially offset by improvements in pricing and lower supply chain costs.
Service and Subscription Gross Margin
Service and subscription gross margins decreased 530 basis points for the six months ended September 30, 2022, as compared with the same period in 2021. This was partially driven by lower overall service revenues, and by cost pressures as a result of certain constraints in the global supply chain.
Royalty Gross Margin
Royalties do not have significant related cost of sales.
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Operating expenses
Six Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Research and development $ 22,671 11.6 $ 23,680 13.0 $ (1,009) (4)
Sales and marketing 31,555 16.1 29,414 16.1 2,141 7
General and administrative 24,254 12.4 23,293 12.8 961 4
Restructuring charges 1,646 0.8 274 0.2 1,372 501
Total operating expenses $ 80,126 40.8 $ 76,661 42.1 $ 3,465 5
In the six months ended September 30, 2022, research and development expense decreased $1.0 million, or 4%, as compared with the same period in 2021. This decrease was primarily driven by cost reduction measures to consolidate acquired businesses.
In the six months ended September 30, 2022, sales and marketing expenses increased $2.1 million, or 7%, as compared with the same period in 2021. Both marketing expense and travel expense have increased over the prior year as COVID-19 restrictions ease.
In the six months ended September 30, 2022, general and administrative expenses increased $1.0 million, or 4%, as compared with the same period in 2021. This increase was largely driven by increased intangible amortization from recent acquisitions.
In the six months ended September 30, 2022, restructuring expenses increased $1.4 million, or 501%, as compared with the same period in 2021. The increase was the result of cost reduction initiatives.
Other Income (Expense)
Six Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Other income (expense) $ 3,182 2 $ (71) — $ 3,253 4,582
The change in other income (expense), net during the six months ended September 30, 2022 compared with the same period in 2021 was related primarily to fluctuations in foreign currency exchange rates and the sale of certain intangible assets during the six months ended September 30, 2022.
Interest expense
Six Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Interest expense (4,836) 2 (6,956) 4 2,120 30
In the six months ended September 30, 2022, interest expense decreased $2.1 million, or 30%, as compared with the same period in 2021 due to a lower principal balance and a lower effective interest rate on our Term Loan.
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Loss on debt extinguishment
Six Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Loss on debt extinguishment (1,392) 1 (4,960) 3 3,568 n/a
In the six months ended September 30, 2022, the change in loss on debt extinguishment of $3.6 million was related to prepayments of our term debt.
Income Taxes
Six Months Ended September 30,
(dollars in thousands) 2022 % of
revenue 2021 % of
revenue $ Change % Change
Income tax provision $ 872 — $ 424 — $ 448 106
The income tax provision for the six months ended September 30, 2022 and 2021 is primarily influenced by foreign and state income taxes. Due to our history of net losses in the United States, the protracted period for utilizing tax attributes in certain foreign jurisdictions, and the difficulty in predicting future results, we believe that we cannot rely on projections of future taxable income to realize most of our deferred tax assets. Accordingly, we have established a full valuation allowance against our U.S. and certain foreign net deferred tax assets. Significant management judgement is required in assessing our ability to realize any future benefit from our net deferred tax assets. We intend to maintain this valuation allowance until sufficient positive evidence exists to support its reversal. Our income tax expense recorded in the future will be reduced to the extent that sufficient positive evidence materializes to support a reversal of, or decrease in, our valuation allowance.
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LIQUIDITY AND CAPITAL RESOURCES
We consider liquidity in terms of the sufficiency of internal and external cash resources to fund our operating, investing and financing activities. Our principal sources of liquidity include cash from operating activities, cash and cash equivalents on our balance sheet, and amounts available under our PNC Credit Facility. We require significant cash resources to meet obligations to pay principal and interest on our outstanding debt, provide for our research and development activities, fund our working capital needs, and make capital expenditures. Our future liquidity requirements will depend on multiple factors, including our research and development plans and capital asset needs. We are subject to the risks arising from COVID-19 and substantial financial market volatility which have adversely affected both the U.S. and the global economy. We have experienced negative impacts on sales due to global supply chain constraints, inflationary concerns and overall uncertainty in the macroeconomic environment which has resulted in a significant increase in our sales backlog compared to our historical levels. The extent of the impacts depends, in part, on how long the negative trends in customer demand and supply chain levels continue. We expect the impact of COVID-19 and market instability to continue to have a significant impact on our liquidity and capital resources.
We had cash and cash equivalents of $25.7 million as of September 30, 2022, which consisted primarily of bank deposits and money market accounts. As of September 30, 2022 we had $9.1 million available to borrow under the PNC Credit Facility.
We are subject to various debt covenants under our debt agreements including a net leverage covenant and a minimum liquidity covenant. Our failure to comply with our debt covenants could materially and adversely affect our financial condition and ability to service our obligations. On April 25, 2022, we amended the covenant levels for our financial covenants under our term debt and PNC Credit Facility. We believe we were in compliance with all covenants under our debt agreements as of the date of filing of this Quarterly Report on Form 10-Q. For additional information about our debt, see the sections entitled “Risk Factors—Risks Related to Our Business Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.
Cash Flows
The following table summarizes our consolidated cash flows for the periods indicated.
Six Months Ended September 30,
(in thousands) 2022 2021
Cash provided by (used in):
Operating activities $ (17,935) $ (15,262)
Investing activities (9,795) (7,396)
Financing activities 47,992 12,716
Effect of exchange rate changes 166 12
Net increase (decrease) in cash and cash equivalents and restricted cash $ 20,428 $ (9,930)
Cash Used In Operating Activities
Net cash used in operating activities was $17.9 million for the six months ended September 30, 2022. This use of cash was primarily attributable to a decrease in deferred revenue of $17.7 million. Net cash used in operating activities in the first fiscal quarter of 2022 was $18.3 million compared to $0.4 million net cash provided by operating activities in the second fiscal quarter of 2022.
Net cash used in operating activities was $15.3 million for the six months ended September 30, 2021. This use of cash was primarily attributable to changes in working capital of $14.6 million driven by increases in manufacturing and service part inventories of $7.0 million, a decrease in deferred revenue of $9.0 million and a net change in other assets and liabilities of $5.8 million. These were partially offset by cash generated by a $10.0 million decrease in accounts receivables.
Cash Used in Investing Activities
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Net cash used in investing activities was $9.8 million in the six months ended September 30, 2022, which was primarily attributable to capital expenditures of $7.4 million and a $2.0 million deferred business acquisition payment.
Net cash used in investing activities was $7.4 million for the six months ended September 30, 2021, which was primarily attributable to cash paid for our acquisition of Pivot3 of $5.0 million and capital expenditures of $2.4 million.
Cash Provided by Financing Activities
Net cash provided by financing activities was $48.0 million for the six months ended September 30, 2022, which was related primarily to $66.0 million of cash received from the Rights Offering of 30 million shares of our common stock offset by a $20.0 million prepayment of our term debt and a term debt principal amortization payment of $1.9 million
Net cash provided by financing activities was $12.7 million for the six months ended September 30, 2021, which was related primarily to borrowings under our credit facility, and proceeds from the new Term Loan offset by the repayment in full of the Senior Secured Term Loan.
Commitments and Contingencies
Our contingent liabilities consist primarily of certain financial guarantees, both express and implied, related to product liability and potential infringement of intellectual property. We have little history of costs associated with such indemnification requirements and contingent liabilities associated with product liability may be mitigated by our insurance coverage. In the normal course of business to facilitate transactions of our services and products, we indemnify certain parties with respect to certain matters, such as intellectual property infringement or other claims. We also have indemnification agreements with our current and former officers and directors. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of our indemnification claims, and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material impact on our operating results, financial position or cash flows.
We are also subject to ordinary course litigation.
Off Balance Sheet Arrangements
Except for the indemnification commitments described under “—Commitments and Contingencies” above, we do not currently have any other off-balance sheet arrangements and do not have any holdings in variable interest entities.
Contractual Obligations
We have contractual obligations and commercial commitments, some of which, such as purchase obligations, are not recognized as liabilities in our financial statements. There have not been any other material changes to the contractual obligations disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.
Critical Accounting Estimates and Policies
The preparation of our consolidated financial statements in accordance with generally accepted accounting principles requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. On an ongoing basis, we evaluate estimates, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We consider certain accounting policies to be critical to understanding our financial statements because the application of these policies requires significant judgment on the part of management, which could have a material impact on our financial statements if actual performance should differ from historical experience or if our assumptions were to change. Our accounting policies that include estimates that require management’s subjective or complex judgments about the effects of matters that are inherently uncertain are summarized in our most recently filed Annual Report on Form 10-
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K for the fiscal year ended March 31, 2022 under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies.” For additional information on our significant accounting policies, see Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Recently Issued and Adopted Accounting Pronouncements
See Note 1 to the notes to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and in our most recently filed Annual Report on Form 10-K.
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