Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2019 | Sep. 05, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-39010 | |
Entity Registrant Name | Dynatrace, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2386428 | |
Entity Address, Address Line One | 1601 Trapelo Road, Suite 116 | |
Entity Address, Postal Zip Code | 02451 | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
City Area Code | 617 | |
Local Phone Number | 530-1000 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | DT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 280,456,811 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001773383 | |
Current Fiscal Year End Date | --03-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 57,453 | $ 51,314 |
Accounts receivable, net of allowance for doubtful accounts of $3.3 million and $3.4 million as of June 30, 2019 and March 31, 2019, respectively | 82,380 | 115,431 |
Deferred commissions, current | 29,367 | 27,705 |
Prepaid expenses and other current assets | 21,055 | 18,768 |
Total current assets | 190,255 | 213,218 |
Property and equipment, net | 20,282 | 17,925 |
Goodwill | 1,270,485 | 1,270,120 |
Other intangible assets, net | 244,398 | 259,123 |
Deferred tax assets, net | 10,781 | 10,678 |
Deferred commissions, non-current | 30,617 | 31,545 |
Other assets | 8,765 | 8,757 |
Total assets | 1,775,583 | 1,811,366 |
Current liabilities: | ||
Accounts payable | 4,702 | 6,559 |
Accrued expenses, current | 51,748 | 64,920 |
Current portion of long-term debt | 0 | 9,500 |
Deferred revenue, current | 281,977 | 272,772 |
Payable to related party | 600,203 | 597,150 |
Total current liabilities | 938,630 | 950,901 |
Deferred revenue, non-current | 93,596 | 92,973 |
Accrued expenses, non-current | 139,473 | 98,359 |
Deferred tax liabilities, net | 38,721 | 47,598 |
Long-term debt, net of current portion | 1,002,792 | 1,011,793 |
Total liabilities | 2,213,212 | 2,201,624 |
Commitments and contingencies (Note 9) | ||
Member's deficit: | ||
Common units, no par value, 100 units authorized, issued and outstanding | 0 | 0 |
Additional paid-in capital | (184,599) | (184,546) |
Accumulated deficit | (225,157) | (176,002) |
Accumulated other comprehensive (loss) | (27,873) | (29,710) |
Total member's deficit | (437,629) | (390,258) |
Total liabilities and member's deficit | $ 1,775,583 | $ 1,811,366 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3.3 | $ 3.4 |
Common units, authorized (in units) | 100 | 100 |
Common units, issued (in shares) | 100 | 100 |
Common units, outstanding (in units) | 100 | 100 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues: | ||
Total revenue | $ 122,550 | $ 98,221 |
Cost of revenues: | ||
Amortization of acquired technology | 4,557 | 4,664 |
Total cost of revenues | 29,543 | 24,691 |
Gross profit | 93,007 | 73,530 |
Operating expenses: | ||
Research and development | 25,659 | 17,896 |
Sales and marketing | 58,215 | 42,509 |
General and administrative | 31,882 | 19,881 |
Amortization of other intangibles | 10,142 | 12,049 |
Restructuring and other | 115 | 410 |
Total operating expenses | 126,013 | 92,745 |
Loss from operations | (33,006) | (19,215) |
Interest expense, net | (19,186) | (10,687) |
Other, net | 94 | 2,863 |
Loss before income taxes | (52,098) | (27,039) |
Income tax benefit | 2,943 | 3,483 |
Net loss | $ (49,155) | $ (23,556) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (0.21) | $ (0.10) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Basic and diluted (in shares) | 237,693,127 | 233,970,804 |
Subscriptions | ||
Revenues: | ||
Total revenue | $ 108,128 | $ 77,924 |
Cost of revenues: | ||
Cost of revenues | 16,177 | 13,132 |
License | ||
Revenues: | ||
Total revenue | 3,784 | 11,079 |
Services | ||
Revenues: | ||
Total revenue | 10,638 | 9,218 |
Cost of revenues: | ||
Cost of revenues | $ 8,809 | $ 6,895 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (49,155) | $ (23,556) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment, net of tax | 1,837 | (2,009) |
Total other comprehensive income (loss) | 1,837 | (2,009) |
Comprehensive loss | $ (47,318) | $ (25,565) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Members' Deficit - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Beginning balance (in shares) | 100 | |
Beginning balance | $ (390,258) | $ (268,690) |
Foreign currency translation adjustment, net of tax | 1,837 | (2,009) |
Transfers to related parties | (1,389) | |
Equity repurchases | (53) | (111) |
Net loss | $ (49,155) | (23,556) |
Ending balance (in shares) | 100 | |
Ending balance | $ (437,629) | (295,755) |
Additional Paid-In Capital | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Beginning balance | (184,546) | (183,084) |
Transfers to related parties | (1,389) | |
Equity repurchases | (53) | (111) |
Ending balance | (184,599) | (184,584) |
Accumulated Deficit | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Beginning balance | (176,002) | (59,808) |
Net loss | (49,155) | (23,556) |
Ending balance | (225,157) | (83,364) |
Accumulated Other Comprehensive (Loss) | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Beginning balance | (29,710) | (25,798) |
Foreign currency translation adjustment, net of tax | 1,837 | (2,009) |
Ending balance | $ (27,873) | $ (27,807) |
Common Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Beginning balance (in shares) | 100 | 100 |
Beginning balance | $ 0 | $ 0 |
Ending balance (in shares) | 100 | 100 |
Ending balance | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (49,155) | $ (23,556) |
Adjustments to reconcile net loss to cash provided by operations: | ||
Depreciation | 2,034 | 1,943 |
Amortization | 15,081 | 18,343 |
Share-based compensation | 41,425 | 13,198 |
Deferred income taxes | (8,877) | (4,353) |
Other | 510 | 0 |
Net change in operating assets and liabilities: | ||
Accounts receivable | 34,116 | 47,935 |
Deferred commissions | (720) | (187) |
Prepaid expenses and other assets | (1,117) | (3,278) |
Accounts payable and accrued expenses | (8,365) | (1,496) |
Deferred revenue | 9,235 | 10,011 |
Net cash provided by operating activities | 34,167 | 58,560 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,151) | (1,559) |
Capitalized software additions | (333) | (574) |
Net cash used in investing activities | (4,484) | (2,133) |
Cash flows from financing activities: | ||
Repayment of term loans | (19,000) | 0 |
Payments to related parties | 0 | (80,386) |
Equity repurchases | (53) | (111) |
Installments related to acquisition | (4,694) | 0 |
Net cash used in financing activities | (23,747) | (80,497) |
Effect of exchange rates on cash and cash equivalents | 203 | (1,899) |
Net increase (decrease) in cash and cash equivalents | 6,139 | (25,969) |
Cash and cash equivalents, beginning of period | 51,314 | 77,581 |
Cash and cash equivalents, end of period | 57,453 | 51,612 |
Supplemental cash flow data: | ||
Cash paid for interest | 15,738 | 0 |
Cash paid for (received from) tax | 2,052 | (1,904) |
Non-cash financing activities: | ||
Transactions with related parties | $ 0 | $ (2,927) |
Description of the Business
Description of the Business | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business Business Dynatrace, Inc. (“Dynatrace”, or the “Company”) offers a software intelligence platform, purpose-built for the enterprise cloud. As enterprises embrace the cloud as the means for digital transformation, the Company’s all-in-one intelligence platform addresses the growing complexity that technology and digital business teams face. The Company’s platform does so by utilizing artificial intelligence and advanced automation to provide answers, not just data, about the performance of applications, the underlying hybrid cloud infrastructure, and the experience of its customers’ users. The Company designed its software intelligence platform to allow its customers to modernize and automate IT operations, develop and release higher quality software faster, and deliver superior user experiences. Thoma Bravo (“TB”), a private equity investment firm, completed its acquisition of Compuware Corporation on December 15, 2014. Following the acquisition, Compuware Corporation was restructured following which Compuware Parent, LLC became the owner of Dynatrace Holding Corporation (“DHC”), under which the Compuware and Dynatrace businesses were separated, establishing Dynatrace as a standalone business. Following the corporate reorganization described below, Dynatrace became wholly owned by Dynatrace, Inc. (formerly Dynatrace Holdings LLC). Fiscal year The Company’s fiscal year ends on March 31. References to Fiscal 2020 , for example, refer to the fiscal year ended March 31, 2020 . |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of presentation and consolidation Prior to July 30, 2019, Dynatrace Holdings LLC, a Delaware limited liability company, was an indirect equity holder of DHC that indirectly and wholly owned Dynatrace, LLC. On July 31, 2019, Dynatrace Holdings LLC (i) converted into a Delaware corporation with the name Dynatrace, Inc. and (ii) through a series of corporate reorganization steps, became the parent company of DHC. Additionally, as part of the reorganization, two wholly owned subsidiaries of DHC, Compuware Corporation and SIGOS LLC, were spun out from the corporate structure to the DHC shareholders. As a result of these transactions, DHC is a wholly owned indirect subsidiary of Dynatrace, Inc. These reorganization steps are collectively referred to as the “reorganization.” In connection with the reorganization, the equity holders of Compuware Parent, LLC received units of Dynatrace Holdings LLC in exchange for their equity interests in Compuware Parent, LLC based on the fair value of a unit of Dynatrace Holdings LLC on July 30, 2019, which was determined to be $16.00 per unit by a committee of the board of managers of Dynatrace Holdings LLC, and all of the outstanding units of Dynatrace Holdings LLC then converted into shares of Dynatrace, Inc. The reorganization was completed between entities that have been under common control since December 15, 2014. Therefore, these financial statements retroactively reflect DHC and Dynatrace Holdings LLC on a consolidated basis for the periods presented. The spin-offs of Compuware Corporation and SIGOS LLC from DHC have been accounted for retroactively as a change in reporting entity and accordingly, these financial statements exclude their accounts and results. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. All intercompany balances and transactions have been eliminated in the accompanying financial statements. The income tax amounts in the accompanying consolidated financial statements have been calculated based on a separate return methodology and presented as if the Company’s operations were separate taxpayers in the respective jurisdictions. As described in Note 14 , the consolidated financial statements reflect the debt and debt service associated with subordinated demand promissory notes payable of DHC to a related party. The financial statements also reflect certain expenses incurred by DHC related to Dynatrace for certain functions including shared services, which are immaterial to these financial statements. These attributed expenses were allocated to Dynatrace on the basis of direct usage when identifiable, and for resources indirectly used by Dynatrace, allocations were based on a proportional cost allocation methodology, to reflect estimated usage by Dynatrace. Management considers the allocation methodology and results to be reasonable for all periods presented. However, the financial information presented in these financial statements may not reflect the consolidated financial position, operating results and cash flows of Dynatrace had the Dynatrace business been a separate stand-alone entity during the periods presented. Actual costs that would have been incurred if Dynatrace had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas. Unaudited interim consolidated financial information The accompanying interim condensed consolidated balance sheet as of June 30, 2019 and the interim condensed consolidated statements of operations, statements of member’s deficit, and statements of cash flows for the three months ended June 30, 2019 and 2018 , and the related disclosures, are unaudited. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2019 and its results of operations and cash flows for the three months ended June 30, 2019 and 2018 in accordance with U.S. GAAP. The results for the three months ended June 30, 2019 are not necessarily indicative of the results to be expected for the full fiscal year or any other interim period. The accompanying interim unaudited consolidated financial statements have been prepared in a manner consistent with the accounting principles included in the Company’s prospectus dated July 31, 2019 (“Prospectus”) and as filed with the SEC on August 1, 2019 pursuant to Rule 424(b) under the Securities Act of 1933, as amended. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes as of March 31, 2019 and 2018 included in the Prospectus. There have been no changes to the Company’s significant accounting policies described in the Company’s Prospectus that have had a material impact on its condensed consolidated financial statements and related notes. Recently adopted accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition and establishes a new revenue standard. This new standard is based on the principle that revenue is recognized to depict the transfer of control of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The standard also requires additional disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The FASB has also issued several amendments to the new standard which were designed to clarify and simplify the adoption process. In preparation for adoption of the new standard, the Company updated its accounting policies, systems, internal controls and processes. The Company adopted Topic 606 as of April 1, 2018 using the full retrospective method, which required adjustments to the historical financial information for fiscal years 2017 and 2018 to be consistent with the new standard. The Company recorded a net decrease to member’s accumulated deficit of $25.9 million as of April 1, 2016 as a result of the transition. The most significant impacts of the standard relate to the timing of revenue recognition for arrangements involving licenses and sales commissions. Under the new revenue standard, term licenses of the Company’s Classic products and the associated maintenance are considered separate performance obligations. This results in revenue associated with these term licenses being recognized upon delivery of the license rather than over the contractual term. Perpetual licenses and term license related to Dynatrace Software and the associated maintenance which includes when-and-if-available updates have been determined to be combined performance obligations and are recognized ratably over the longer of the term or useful life of the license. Additionally, some deferred revenue, primarily from arrangements involving term licenses, was never recognized as revenue and instead is now a part of the cumulative effect adjustment within accumulated deficit. Finally, the Company is required to capitalize and amortize incremental costs of obtaining a contract, such as certain sales commission costs, over the remaining contractual term or over an expected period of benefit, which the Company has determined to be approximately three years . The Company applied the following practical expedients permitted under Topic 606: for all reporting periods presented before the date of initial adoption, the Company has elected not to disclose the amount of the transaction price allocated to the remaining performance obligations or provide an explanation of when the Company expects to recognize that amount as revenue. Additionally, the Company has also elected not to separately evaluate each contract modification that occurred before the initial adoption date. The Company has elected not to assess whether a contract has a significant financing component if it expects at contract inception that the period between payment and the transfer of products or services will be one year or less. Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendments supersede current lease requirements in Topic 840 which require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. This new guidance is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those periods, except for emerging growth companies who may elect to adopt the standard for annual reporting periods beginning after December 15, 2019. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements that allows entities to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company plans to elect this new transition guidance upon adoption of the standard on April 1, 2020. The Company will use the package of practical expedients which allows Dynatrace to not (1) reassess whether any expired or existing contracts are considered or contain leases; (2) reassess the lease classification for any expired or existing leases; and (3) reassess the initial direct costs for any existing leases. Adoption of the standard is expected to result in the recognition of the right-of-use assets and lease liabilities for operating leases. The Company is currently evaluating the effects the standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. ASU 2016-13 is effective for annual periods, and interim periods within those years, beginning after December 15, 2019. The Company is currently evaluating the effects the standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract; Disclosures for Implementation Costs Incurred for Internal-Use Software and Cloud Computing Arrangements, which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018-15 is effective for annual periods, and interim periods within those years, beginning after December 15, 2020, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company is currently evaluating the effects the standard will have on its consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company elected to early adopt ASC Topic 606 (“ASC 606”), Revenue from Contracts with Customers, effective April 1, 2018, using the full retrospective transition method. The Company derives revenue from sales of software licenses, subscriptions, maintenance and support, and professional services together in contracts with its customers, which include end-customers and channel partners. Revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these services. Contract modifications are assessed to determine (i) if the additional goods and services are distinct from the goods and services in the original arrangement; and (ii) if the amount of the consideration expected for the added goods and services reflects the stand-alone selling price of those goods and services, as adjusted for contract-specific circumstances. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract, which the Company accounts for on a prospective basis as a termination for contract specific circumstances. The Company’s additional goods and services offered have historically been distinct. If such additional goods and services reflect their stand-alone selling price, the Company accounts for the modification as a separate contract. If such additional goods and services do not reflect their stand-alone selling price, the Company accounts for the modification prospectively as a termination of the existing contract and the creation of a new contract. Disaggregation of revenue The following table is a summary of the Company’s total revenues by geographic region (in thousands, except percentages): Three Months Ended June 30, 2019 2018 Amount % Amount % North America $ 71,197 58 % $ 55,868 56 % Europe, Middle East and Africa 33,501 27 % 28,264 29 % Asia Pacific 14,436 12 % 11,316 12 % Latin America 3,416 3 % 2,773 3 % Total revenue $ 122,550 $ 98,221 For the three months ended June 30, 2019 and 2018 , the United States was the only country that represented more than 10% of the Company’s revenues in any period, constituting $67.4 million and 55% , and $52.7 million and 54% , respectively, of total revenue. Deferred revenue Revenues recognized from amounts included in deferred revenue as of March 31, 2019 and 2018 were $101.1 million and $74.3 million during the three months ended June 30, 2019 and 2018 , respectively. Remaining performance obligations As of June 30, 2019 , the aggregate amount of the transaction price allocated to remaining performance obligations was $613.9 million , which consists of both billed consideration in the amount of $375.6 million and unbilled consideration in the amount of $238.3 million that the Company expects to recognize as subscription revenue. The Company expects to recognize 57% of this amount as revenue over the next twelve months and the remainder thereafter. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2019 March 31, 2019 Prepaid expenses $ 13,120 $ 13,334 Income taxes refundable 3,986 4,078 Other 3,949 1,356 Prepaid expenses and other current assets $ 21,055 $ 18,768 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, net | 3 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, net | Goodwill and Other Intangible Assets, net Changes in the carrying amount of goodwill, including from the Company’s formation and acquisitions occurring prior to fiscal 2019 , on a consolidated basis for the three months ended June 30, 2019 consist of the following (in thousands): June 30, 2019 Balance, beginning of period $ 1,270,120 Goodwill from acquisitions — Foreign currency impact 365 Balance, end of period $ 1,270,485 Intangible assets, net excluding goodwill consist of (in thousands): Weighted Average Useful Life (in months) June 30, 2019 March 31, 2019 Capitalized software 109 $ 188,972 $ 188,608 Customer relationships 120 351,556 351,555 Trademarks and tradenames 120 55,003 55,003 Total intangible assets 595,531 595,166 Less: accumulated amortization (351,133 ) (336,043 ) Total intangible assets, net $ 244,398 $ 259,123 Amortization of other intangible assets totaled $15.1 million and $18.3 million for the three months ended June 30, 2019 and 2018 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company computes its interim provision for income taxes by applying the estimated annual effective tax rate to loss from operations and adjusts the provision for discrete tax items occurring in the period. The Company’s effective tax rate for the three months ended June 30, 2019 was 6% compared to 13% for the three months ended June 30, 2018 . The effective tax rate for the three months ended June 30, 2019 and 2018 was lower than the U.S. federal statutory tax rate primarily because of non-deductible share-based compensation. Based on the Company’s review of both positive and negative evidence regarding the realizability of deferred tax assets at June 30, 2019 , a valuation allowance continues to be recorded against certain deferred tax assets based upon the conclusion that it was more likely than not they would not be realized. The valuation allowance at June 30, 2019 relates primarily to foreign tax credits and net operating losses. Other matters The Tax Cuts and Jobs Act (the “Tax Act”) was signed into law on December 22, 2017. The Tax Act changed many aspects of U.S. corporation income taxation and include reduction of the corporate income tax rate from 35% to 21%, implementation of a territorial tax system and imposition of a tax on deemed repatriated earnings of foreign subsidiaries (“Transition Tax”). The Company recognized the tax effects of the Tax Act in the fiscal year ended 2018 and recorded $50.0 million in tax benefit which relates almost entirely to the remeasurement of deferred tax liabilities to the 21% tax rate. The effects of ongoing provisions of the Tax Act, including global intangible low-taxed income (GILTI) and base-erosion and anti-abuse tax (BEAT), are accounted for in the income tax provision. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses, current consisted of the following (in thousands): June 30, 2019 March 31, 2019 Accrued employee - related expenses $ 25,798 $ 35,192 Accrued tax liabilities 5,036 6,274 Accrued restructuring 1,455 1,488 Accrued professional fees 3,086 3,440 Accrued installments for acquisition — 4,832 Income taxes payable 6,493 3,811 Other 9,880 9,883 Total accrued expenses, current $ 51,748 $ 64,920 Accrued expenses, non-current consisted of the following (in thousands): June 30, 2019 March 31, 2019 Share-based compensation $ 132,979 $ 92,047 Other 6,494 6,312 Total accrued expenses, non-current $ 139,473 $ 98,359 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt On August 23, 2018, the Company entered into the First Lien Credit Agreement to provide for a term loan commitment (the “First Lien Term Loan”) in which the Company borrowed an aggregate principal amount of $950.0 million , which matures on August 23, 2025 . Borrowings under the First Lien Term Loan currently bear interest, at the Company’s election, at either (i) the Alternative Base Rate, as defined per the credit agreement, plus 2.0% per annum, or (ii) LIBOR plus 3.0% per annum, if the net leverage ratio remains below 4.35 to 1.00 and are subject to an increase if the net leverage ratio is higher than 4.35 to 1.00 or a decrease if there is an initial public offering. Interest payments are due quarterly, or more frequently, based on the terms of the credit agreement. Principal payments required under the First Lien Term Loan are approximately $2.4 million per quarter, commencing on March 31, 2019, with the remainder due at maturity. On August 23, 2018, the Company entered into the Second Lien Credit Agreement to provide for a second term loan commitment (the “Second Lien Term Loan”) in which the Company borrowed an aggregate principal amount of $170.0 million . Borrowings under the Second Lien Term Loan bear interest, at the Company’s election, at either (i) the Alternative Base Rate, as defined per the credit agreement, plus 6.00% per annum, or (ii) LIBOR plus 7.00% per annum. The maturity date on the Second Lien Term Loan is August 23, 2026 , with principal payment due in full on the maturity date. Interest payments are due quarterly, or more frequently, based on the terms of the credit agreement. The First Lien Term Loan and Second Lien Term Loan are collectively referred to as the “Term Loans”. The Term Loans require prepayments in the case of certain events including: property or asset sale in excess of $5.0 million , proceeds in excess of $5.0 million from an insurance settlement, or proceeds from a new debt agreement. An additional prepayment may be required under the First Lien Term Loan related to excess cash flow for the respective measurement periods. All of the indebtedness under the Term Loans is and will be guaranteed by the Company’s existing and future material domestic subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. The Term Loans contain customary negative covenants. At June 30, 2019 , the Company was in compliance with all applicable covenants pertaining to the Term Loans. Debt issuance costs and original issuance discount of $15.5 million were incurred in connection with the entry into the Term Loans. These debt issuance costs and original issuance discount will be amortized into interest expense over the contractual term of the Term Loans. The Company recognized approximately $0.5 million of amortization of debt issuance costs and original issuance discount for the three months ended June 30, 2019 which is included in the accompanying consolidated statements of operations. There was no amortization of debt issuance costs and original issuance discount for the three months ended June 30, 2018 . At June 30, 2019 , the Company had an aggregate principal amount outstanding of $928.6 million and $88.7 million for the First Lien Term Loan and Second Lien Term Loan, respectively, bearing interest at 5.4% and 9.4% , respectively. At March 31, 2019 , the Company had an aggregate principal amount outstanding of $947.6 million and $88.7 million for the First Lien Term Loan and Second Lien Term Loan, respectively, bearing interest at 5.7% and 9.5% , respectively. At June 30, 2019 and March 31, 2019 , the Company had $13.9 million and $14.3 million , respectively, of unamortized debt issuance costs and original issuance discount which is recorded as a reduction of the debt balance on the Company’s condensed consolidated balance sheets. Revolving Facility The First Lien Credit Agreement further provided for a revolving credit facility (the “Revolving Facility”) in an aggregate amount of $60.0 million , which matures on August 23, 2023 . Borrowings under the Revolving Facility currently bear interest, at the Company’s election, at either (i) the Alternative Base Rate, as defined per the credit agreement, plus 2.0% per annum, or (ii) LIBOR plus 3.0% per annum, if the net leverage ratio remains below 4.35 to 1.00 and are subject to an increase if the net leverage ratio is higher than 4.35 to 1.00 or a decrease if the net leverage ratio is lower than 3.85 to 1.00 or if there is an initial public offering. The Revolving Facility includes a $15.0 million letter of credit sub-facility. The Company incurs fees with respect to the Revolving Facility, including (i) a commitment fee of 0.375% per annum of unused commitments under the Revolving Facility, subject to an adjustment based on the First Lien Term Loan net leverage ratio or if there is an initial public offering, (ii) facility fees equal to the applicable margin in effect for Eurodollar Rate Loans, as defined per the credit agreement, times the average daily stated amount of letters of credit, (iii) a fronting fee equal to either (a) 0.125% per annum on the stated amount of each letter of credit or (b) such other rate per annum as agreed to by the parties subject to the letters of credit, and (iv) customary administrative fees. All of the indebtedness under the Revolving Facility is and will be guaranteed by the Company’s existing and future material domestic subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. Debt issuance costs of $0.8 million were incurred in connection with the entry into the Revolving Facility. These debt issuance costs are amortized into interest expense over the contractual term of the loan. The Company recognized an immaterial amount of amortization of debt issuance costs for the three months ended June 30, 2019 which is included in the accompanying consolidated statements of operations. There was no amortization of debt issuance costs and original issuance discount for the three months ended June 30, 2018 . There were $0.7 million of unamortized debt issuance costs included as a reduction of the debt balance on the accompanying consolidated balance sheets as of June 30, 2019 and March 31, 2019 , respectively. The Revolving Facility contains customary negative covenants and does not include any financial maintenance covenants other than a springing minimum net leverage ratio not exceeding 7.50 to 1.00 on the last day of any fiscal quarter, which will be tested only upon the occurrence of an event of default or certain other conditions as specified in the agreement. At June 30, 2019 , the Company was in compliance with all applicable covenants pertaining to the Revolving Facility. As of June 30, 2019 and March 31, 2019 , there were no amounts outstanding under the Revolving Facility, and there were $0.5 million of letters of credit issued. The Company had $59.5 million of availability under the Revolving Facility as of June 30, 2019 and March 31, 2019 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Tax liability In connection with the initial public offering completed after this quarter-end, the Company undertook a series of transactions to spin out two wholly owned businesses from the corporate structure. These transactions generated a taxable gain upon their occurrence which will be payable by the Company or its affiliates. On July 31, 2019, Compuware Corporation distributed $265 million to the Company to fund the majority of the tax liability pursuant to an agreement with the Company. The Company is currently computing the tax liability which will be paid in accordance with federal and state estimated payment requirements. Commitment for operating leases The Company’s commitments for various operating lease agreements related to office space for various periods that extend through as late as fiscal 2030. Total rent payments under these agreements were approximately $3.3 million and $2.7 million for the three months ended June 30, 2019 and 2018 , respectively. Certain of these lease agreements contain provisions for renewal options and escalation clauses. Legal matters From time to time, the Company may be a party to lawsuits and legal proceedings arising in the ordinary course of business. In the opinion of the Company’s management, these matters, individually and in the aggregate, will not have a material adverse effect on the financial condition and results of the future operations of the Company. |
Member's Deficit
Member's Deficit | 3 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Member's Deficit | Member’s Deficit Dynatrace Holdings LLC was reorganized on April 1, 2015 and had 100 common units as of June 30, 2019 and March 31, 2019 . In connection with the reorganization transactions described in Note 2, an additional 241,028,731 common units of Dynatrace Holdings LLC were issued and subsequently exchanged for 241,028,831 shares of common stock. This amount of additional common units includes 14,804,226 common units issued upon the exchange of vested Management Incentive Units (“MIUs”) and Appreciation Units (“AUs”). |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation Compuware Parent LLC’s board of directors (the “Board”) has authorized the issuance of 21.5 million MIUs and 1.0 million AUs to certain executive officers and key employees. The MIUs and AUs consist of two types of units which are classified as performance-vested units and time-vested units. Performance-vested units include four performance targets which vest 25% after each fiscal year end, upon the Board’s confirmation that the performance target was met for such fiscal year. These units have a requisite service period that varies based on the grant date, but the service period begins on the grant date and ends on achievement of the final fiscal year performance target. The performance criterion for vesting of performance units has been based on the Company’s EBITDA compared to the target established and approved for each fiscal year. Units that are vested based upon performance for any given year for which the target was not met shall not vest, and are subject to repurchase by the Company, Compuware Parent LLC, or TB at any time; provided, that if the target is not met for a given year, but the target for the subsequent year is met, the unvested performance-based units for the previous year shall become vested when the target for the subsequent year was met. Time-vested units vest at 25% one year after grant date (or one year after the vesting start date, if different) and the remaining 75% vest ratably over a 36 -month period. These units have a requisite service period of 48 months (or the period from the grant until three years from the date that the first 25% vested) and can be repurchased by the Company, Compuware Parent LLC, or TB at any time. Total compensation expense related to the MIUs and AUs for the respective periods is presented in the table below (in thousands). Three Months Ended June 30, 2019 2018 Cost of revenues $ 3,309 $ 1,084 Research and development 7,127 2,418 Sales and marketing 15,104 4,463 General and administrative 15,885 5,233 Total share-based compensation expense $ 41,425 $ 13,198 The following table shows the MIU activity for the three months ended June 30, 2019 : Number of Units Weighted Average Participation Threshold Fair Value MIUs outstanding as of March 31, 2019 24,112,170 $ 0.36 $ 5.45 Units granted during the period 468,500 7.71 Units exchanged for AUs during the period (105,522 ) 1.99 Units forfeited/repurchased during the period (2,982,257 ) 0.02 MIUs outstanding as of June 30, 2019 21,492,891 $ 0.56 $ 7.71 MIUs vested as of June 30, 2019 17,740,684 The following table shows the AU activity for the three months ended June 30, 2019 : Number of Units Weighted Average Participation Threshold Fair Value AUs outstanding as of March 31, 2019 819,198 $ 1.18 $ 5.45 Units converted from MIUs 105,522 1.99 Units granted during the period 52,500 7.71 Units forfeited/repurchased during the period (5,000 ) 1.63 AUs outstanding as of June 30, 2019 972,220 $ 1.62 $ 7.71 AUs vested as of June 30, 2019 442,585 The fair value of the equity units underlying the MIUs and AUs has historically been determined by the board of directors as there was no public market for the equity units. The board of directors determines the fair value of the Company’s equity units by considering a number of objective and subjective factors including: the valuation of comparable companies, the Company’s operating and financial performance, the lack of liquidity of common stock, and general and industry specific economic outlook, amongst other factors. The participation threshold is determined by the Board, based on the fair market value on the grant issuance date upon vesting or settlement, the value associated with the MIU is the difference between the fair market value of the unit and the associated participation threshold. Upon vesting or settlement, the value associated with the MIU is the difference between the fair value of the unit and the associated participation threshold. The awards are marked to market at the balance sheet date. The weighted average grant date fair value of units granted during the three months ended June 30, 2019 and 2018 was $7.71 and $2.45 , respectively. The following key assumptions were used to determine the fair value of the MIUs and AUs for the three months ended June 30, 2019 and 2018 : June 30, 2019 June 30, 2018 Expected dividend yield — — Expected volatility 35% - 55% 45 % Expected term (years) 0.5 - 1.25 1.5 Risk-free interest rate 1.86% - 2.09% 2.45 % At June 30, 2019 , there was $25.0 million of total unrecognized compensation cost related to granted and unvested MIU and AU units. That cost is expected to be recognized over a weighted average period of 0.5 - 1.25 years . The total fair value of vested units during the three months ended June 30, 2019 and 2018 was $133.0 million and $35.1 million , respectively. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share For the three months ended June 30, 2019 and 2018 , basic and diluted net loss per share have been retrospectively adjusted to reflect the conversion of equity in connection with the reorganization transactions described in Note 2. Basic and diluted net loss per share was derived from a unit conversion factor of $16.00 per share as determined by the board of managers of Dynatrace Holdings LLC on July 30, 2019. The following table sets forth the computation of basic and diluted net loss per share (dollars in thousands, except per share data): Three Months Ended June 30, 2019 2018 Numerator: Net loss $ (49,155 ) $ (23,556 ) Denominator: Weighted average shares outstanding, basic and diluted 237,693,127 233,970,804 Net loss per share, basic and diluted $ (0.21 ) $ (0.10 ) The effect of certain common share equivalents were excluded from the computation of weighted average diluted shares outstanding for the three months ended June 30, 2019 and 2018 as inclusion would have resulted in anti-dilution. A summary of these anti-dilutive common share equivalents is provided in the table below: Three Months Ended June 30, 2019 2018 Unvested equity awards 4,998,449 8,403,787 On August 1, 2019 , after this quarter end, the Company completed its initial public offering in which the Company issued and sold 38.9 million shares of common stock at a price to the public of $16.00 per share. These shares are included in the common stock outstanding as of that date. Refer to Note 16 for additional information. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company had agreements with Thoma Bravo, LLC for financial and management advisory services. The Company incurred $1.2 million related to these services during the three months ended June 30, 2019 and 2018 . The related expense is reflected in “General and administrative” expense in the condensed consolidated statements of operations. The Company had payments to directors of $0.1 million during both the three months ended June 30, 2019 and 2018 . Additionally, directors had 1.5 million and 2.3 million MIUs outstanding at June 30, 2019 and March 31, 2019 , respectively. During the three months ended June 30, 2018 , the Company had transfers to related parties of $1.4 million which are included in “Additional paid-in capital” in the condensed consolidated balance sheets. During the three months ended June 30, 2018 , the Company transferred cash to related parties of $80.4 million related to debt service and shared costs. Other related party settlements resulted in a decrease in payables to related parties of $2.9 million for the three months ended June 30, 2018 . On April 1, 2015, the Company entered into $1.8 billion in subordinated demand promissory notes payable to Compuware Corporation (“Compuware”), a related party. The promissory notes were established in connection with Compuware’s external debt financing. All payments of principal and interest are payable on the earliest to occur of (i) demand by the holder, (ii) June 1, 2023 and (iii) the date of acceleration of the promissory notes as a result of the occurrence of an event of default. The Company may prepay the promissory notes at any time without penalty. As a result of the August 23, 2018 financing transaction, as described in Note 8 , “Long-term Debt”, the amount was reduced by the net proceeds of the financing obtained by Dynatrace LLC, leaving $597.2 million in principal and interest outstanding at March 31, 2019 . At June 30, 2019 and March 31, 2019 , the Company had principal outstanding of $478.5 million , included in the condensed consolidated balance sheets as “Payable to related party.” At June 30, 2019 and March 31, 2019 , the Company accrued interest on the promissory notes of $121.7 million , at a rate of 2.55% per annum, and $118.7 million , at a rate of 2.72% per annum, respectively, included in “Payable to related party” in the condensed consolidated balance sheets. For the three months ended June 30, 2019 and 2018 , interest expense on the promissory notes were $3.1 million and $10.7 million , respectively, and is included in the condensed consolidated statements of operations in “Interest expense, net.” In connection with the spin-off, the corresponding receivable at Compuware was contributed to the Company and eliminated. |
Related Party Debt
Related Party Debt | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Debt | Related Party Transactions The Company had agreements with Thoma Bravo, LLC for financial and management advisory services. The Company incurred $1.2 million related to these services during the three months ended June 30, 2019 and 2018 . The related expense is reflected in “General and administrative” expense in the condensed consolidated statements of operations. The Company had payments to directors of $0.1 million during both the three months ended June 30, 2019 and 2018 . Additionally, directors had 1.5 million and 2.3 million MIUs outstanding at June 30, 2019 and March 31, 2019 , respectively. During the three months ended June 30, 2018 , the Company had transfers to related parties of $1.4 million which are included in “Additional paid-in capital” in the condensed consolidated balance sheets. During the three months ended June 30, 2018 , the Company transferred cash to related parties of $80.4 million related to debt service and shared costs. Other related party settlements resulted in a decrease in payables to related parties of $2.9 million for the three months ended June 30, 2018 . On April 1, 2015, the Company entered into $1.8 billion in subordinated demand promissory notes payable to Compuware Corporation (“Compuware”), a related party. The promissory notes were established in connection with Compuware’s external debt financing. All payments of principal and interest are payable on the earliest to occur of (i) demand by the holder, (ii) June 1, 2023 and (iii) the date of acceleration of the promissory notes as a result of the occurrence of an event of default. The Company may prepay the promissory notes at any time without penalty. As a result of the August 23, 2018 financing transaction, as described in Note 8 , “Long-term Debt”, the amount was reduced by the net proceeds of the financing obtained by Dynatrace LLC, leaving $597.2 million in principal and interest outstanding at March 31, 2019 . At June 30, 2019 and March 31, 2019 , the Company had principal outstanding of $478.5 million , included in the condensed consolidated balance sheets as “Payable to related party.” At June 30, 2019 and March 31, 2019 , the Company accrued interest on the promissory notes of $121.7 million , at a rate of 2.55% per annum, and $118.7 million , at a rate of 2.72% per annum, respectively, included in “Payable to related party” in the condensed consolidated balance sheets. For the three months ended June 30, 2019 and 2018 , interest expense on the promissory notes were $3.1 million and $10.7 million , respectively, and is included in the condensed consolidated statements of operations in “Interest expense, net.” In connection with the spin-off, the corresponding receivable at Compuware was contributed to the Company and eliminated. |
Geographic Information
Geographic Information | 3 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information Revenue Revenues by geography are based on legal jurisdiction. Refer to Note 3 , “Revenue Recognition” for a disaggregation of revenue by geographic region. Property and equipment, net The following tables present property and equipment by geographic region for the periods presented (in thousands): June 30, 2019 March 31, 2019 North America $ 9,304 $ 10,036 Europe, Middle East and Africa 9,308 7,347 Asia Pacific 1,527 376 Latin America 143 166 Total property and equipment, net $ 20,282 $ 17,925 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Initial Public Offering On August 1, 2019 , the Company completed its initial public offering (“IPO”), in which it sold and issued 38.9 million shares of common stock, inclusive of the underwriters’ option to purchase additional shares that was exercised in full, at an issue price of $16.00 per share. The Company received a total of $622.0 million in gross proceeds from the offering, or approximately $590.3 million in net proceeds after deducting approximately $31.7 million for underwriting discounts, commissions and estimated offering-related expenses. A portion of the net proceeds from the offering were used to repay $297.7 million in borrowings outstanding under the First Lien Credit Agreement and $88.8 million in borrowings outstanding under the Second Lien Credit Agreement. In connection with the voluntary prepayment of the Second Lien Credit Agreement, the Company paid a $0.9 million prepayment fee. The IPO also included the sale of 2.1 million shares of common stock, inclusive of the underwrites’ option to purchase additional shares that was exercised in full, by selling stockholders. The Company did not receive any proceeds from the sale of common stock by the selling stockholders. Upon the closing of the IPO, all 199,063,838 shares of Class A Common Stock that were outstanding immediately prior to the closing of such offering converted on a one -for-one basis into shares of common stock in accordance with the terms of the certificate of incorporation. In addition, the Company converted $671.4 million of principal and accrued and unpaid yield on the preferred stock into 41,964,993 shares of common stock equal to the result of the accrued and unpaid dividends on each share of Class A Common Stock, divided by $16.00 per share. 2019 Equity Incentive Plan In July 2019, the Company’s board of directors, upon the recommendation of the compensation committee of the board of directors, adopted the 2019 Equity Incentive Plan, or the 2019 Plan, which was subsequently approved by the Company’s shareholders. The 2019 Plan became effective on July 30, 2019. The 2019 Plan replaced the Company’s Management Incentive Unit program, or the MIU Plan and, in connection with the Spin-Off Transactions, outstanding awards granted under the MIU Plan were converted into shares of common stock, restricted stock, and restricted stock units, which will be granted under the 2019 Plan. At the time of conversion, the MIUs and AUs will cease to be classified as liability awards and a compensation charge will be recognized over the remaining vesting period based on the fair value of the awards at the date of conversion. The Company initially reserved 52,000,000 shares of common stock, or the Initial Limit, for the issuance of awards under the 2019 Plan. The 2019 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each April 1, beginning on April 1, 2020, by 4% of the outstanding number of shares of our common stock on the immediately preceding March 31 or such lesser number determined by the compensation committee, or the Annual Increase. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. Employee Stock Purchase Plan In July 2019, the board of directors adopted, and the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan (the “ESPP”) for the issuance of up to a total of 6,250,000 shares of common stock, subject to an increase. The Company expects to offer, sell and issue shares of common stock under this ESPP from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under this ESPP. The Company has not issued any shares of common stock under the ESPP. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Fiscal year | The Company’s fiscal year ends on March 31. References to Fiscal 2020 , for example, refer to the fiscal year ended March 31, 2020 . |
Consolidation | As described in Note 14 , the consolidated financial statements reflect the debt and debt service associated with subordinated demand promissory notes payable of DHC to a related party. The financial statements also reflect certain expenses incurred by DHC related to Dynatrace for certain functions including shared services, which are immaterial to these financial statements. These attributed expenses were allocated to Dynatrace on the basis of direct usage when identifiable, and for resources indirectly used by Dynatrace, allocations were based on a proportional cost allocation methodology, to reflect estimated usage by Dynatrace. Management considers the allocation methodology and results to be reasonable for all periods presented. However, the financial information presented in these financial statements may not reflect the consolidated financial position, operating results and cash flows of Dynatrace had the Dynatrace business been a separate stand-alone entity during the periods presented. Actual costs that would have been incurred if Dynatrace had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas. Prior to July 30, 2019, Dynatrace Holdings LLC, a Delaware limited liability company, was an indirect equity holder of DHC that indirectly and wholly owned Dynatrace, LLC. On July 31, 2019, Dynatrace Holdings LLC (i) converted into a Delaware corporation with the name Dynatrace, Inc. and (ii) through a series of corporate reorganization steps, became the parent company of DHC. Additionally, as part of the reorganization, two wholly owned subsidiaries of DHC, Compuware Corporation and SIGOS LLC, were spun out from the corporate structure to the DHC shareholders. As a result of these transactions, DHC is a wholly owned indirect subsidiary of Dynatrace, Inc. These reorganization steps are collectively referred to as the “reorganization.” In connection with the reorganization, the equity holders of Compuware Parent, LLC received units of Dynatrace Holdings LLC in exchange for their equity interests in Compuware Parent, LLC based on the fair value of a unit of Dynatrace Holdings LLC on July 30, 2019, which was determined to be $16.00 per unit by a committee of the board of managers of Dynatrace Holdings LLC, and all of the outstanding units of Dynatrace Holdings LLC then converted into shares of Dynatrace, Inc. The reorganization was completed between entities that have been under common control since December 15, 2014. Therefore, these financial statements retroactively reflect DHC and Dynatrace Holdings LLC on a consolidated basis for the periods presented. The spin-offs of Compuware Corporation and SIGOS LLC from DHC have been accounted for retroactively as a change in reporting entity and accordingly, these financial statements exclude their accounts and results. |
Basis of presentation | The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. All intercompany balances and transactions have been eliminated in the accompanying financial statements. The income tax amounts in the accompanying consolidated financial statements have been calculated based on a separate return methodology and presented as if the Company’s operations were separate taxpayers in the respective jurisdictions. |
Recently adopted and recently issued accounting pronouncements | Recently adopted accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition and establishes a new revenue standard. This new standard is based on the principle that revenue is recognized to depict the transfer of control of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The standard also requires additional disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The FASB has also issued several amendments to the new standard which were designed to clarify and simplify the adoption process. In preparation for adoption of the new standard, the Company updated its accounting policies, systems, internal controls and processes. The Company adopted Topic 606 as of April 1, 2018 using the full retrospective method, which required adjustments to the historical financial information for fiscal years 2017 and 2018 to be consistent with the new standard. The Company recorded a net decrease to member’s accumulated deficit of $25.9 million as of April 1, 2016 as a result of the transition. The most significant impacts of the standard relate to the timing of revenue recognition for arrangements involving licenses and sales commissions. Under the new revenue standard, term licenses of the Company’s Classic products and the associated maintenance are considered separate performance obligations. This results in revenue associated with these term licenses being recognized upon delivery of the license rather than over the contractual term. Perpetual licenses and term license related to Dynatrace Software and the associated maintenance which includes when-and-if-available updates have been determined to be combined performance obligations and are recognized ratably over the longer of the term or useful life of the license. Additionally, some deferred revenue, primarily from arrangements involving term licenses, was never recognized as revenue and instead is now a part of the cumulative effect adjustment within accumulated deficit. Finally, the Company is required to capitalize and amortize incremental costs of obtaining a contract, such as certain sales commission costs, over the remaining contractual term or over an expected period of benefit, which the Company has determined to be approximately three years . The Company applied the following practical expedients permitted under Topic 606: for all reporting periods presented before the date of initial adoption, the Company has elected not to disclose the amount of the transaction price allocated to the remaining performance obligations or provide an explanation of when the Company expects to recognize that amount as revenue. Additionally, the Company has also elected not to separately evaluate each contract modification that occurred before the initial adoption date. The Company has elected not to assess whether a contract has a significant financing component if it expects at contract inception that the period between payment and the transfer of products or services will be one year or less. Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendments supersede current lease requirements in Topic 840 which require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. This new guidance is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those periods, except for emerging growth companies who may elect to adopt the standard for annual reporting periods beginning after December 15, 2019. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements that allows entities to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company plans to elect this new transition guidance upon adoption of the standard on April 1, 2020. The Company will use the package of practical expedients which allows Dynatrace to not (1) reassess whether any expired or existing contracts are considered or contain leases; (2) reassess the lease classification for any expired or existing leases; and (3) reassess the initial direct costs for any existing leases. Adoption of the standard is expected to result in the recognition of the right-of-use assets and lease liabilities for operating leases. The Company is currently evaluating the effects the standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. ASU 2016-13 is effective for annual periods, and interim periods within those years, beginning after December 15, 2019. The Company is currently evaluating the effects the standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract; Disclosures for Implementation Costs Incurred for Internal-Use Software and Cloud Computing Arrangements, which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018-15 is effective for annual periods, and interim periods within those years, beginning after December 15, 2020, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company is currently evaluating the effects the standard will have on its consolidated financial statements. |
Revenue recognition | The Company elected to early adopt ASC Topic 606 (“ASC 606”), Revenue from Contracts with Customers, effective April 1, 2018, using the full retrospective transition method. The Company derives revenue from sales of software licenses, subscriptions, maintenance and support, and professional services together in contracts with its customers, which include end-customers and channel partners. Revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these services. Contract modifications are assessed to determine (i) if the additional goods and services are distinct from the goods and services in the original arrangement; and (ii) if the amount of the consideration expected for the added goods and services reflects the stand-alone selling price of those goods and services, as adjusted for contract-specific circumstances. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract, which the Company accounts for on a prospective basis as a termination for contract specific circumstances. The Company’s additional goods and services offered have historically been distinct. If such additional goods and services reflect their stand-alone selling price, the Company accounts for the modification as a separate contract. If such additional goods and services do not reflect their stand-alone selling price, the Company accounts for the modification prospectively as a termination of the existing contract and the creation of a new contract. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table is a summary of the Company’s total revenues by geographic region (in thousands, except percentages): Three Months Ended June 30, 2019 2018 Amount % Amount % North America $ 71,197 58 % $ 55,868 56 % Europe, Middle East and Africa 33,501 27 % 28,264 29 % Asia Pacific 14,436 12 % 11,316 12 % Latin America 3,416 3 % 2,773 3 % Total revenue $ 122,550 $ 98,221 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2019 March 31, 2019 Prepaid expenses $ 13,120 $ 13,334 Income taxes refundable 3,986 4,078 Other 3,949 1,356 Prepaid expenses and other current assets $ 21,055 $ 18,768 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, net (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill, including from the Company’s formation and acquisitions occurring prior to fiscal 2019 , on a consolidated basis for the three months ended June 30, 2019 consist of the following (in thousands): June 30, 2019 Balance, beginning of period $ 1,270,120 Goodwill from acquisitions — Foreign currency impact 365 Balance, end of period $ 1,270,485 |
Schedule of Intangible Assets | Intangible assets, net excluding goodwill consist of (in thousands): Weighted Average Useful Life (in months) June 30, 2019 March 31, 2019 Capitalized software 109 $ 188,972 $ 188,608 Customer relationships 120 351,556 351,555 Trademarks and tradenames 120 55,003 55,003 Total intangible assets 595,531 595,166 Less: accumulated amortization (351,133 ) (336,043 ) Total intangible assets, net $ 244,398 $ 259,123 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses, current consisted of the following (in thousands): June 30, 2019 March 31, 2019 Accrued employee - related expenses $ 25,798 $ 35,192 Accrued tax liabilities 5,036 6,274 Accrued restructuring 1,455 1,488 Accrued professional fees 3,086 3,440 Accrued installments for acquisition — 4,832 Income taxes payable 6,493 3,811 Other 9,880 9,883 Total accrued expenses, current $ 51,748 $ 64,920 Accrued expenses, non-current consisted of the following (in thousands): June 30, 2019 March 31, 2019 Share-based compensation $ 132,979 $ 92,047 Other 6,494 6,312 Total accrued expenses, non-current $ 139,473 $ 98,359 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Total Compensation Expense | Total compensation expense related to the MIUs and AUs for the respective periods is presented in the table below (in thousands). Three Months Ended June 30, 2019 2018 Cost of revenues $ 3,309 $ 1,084 Research and development 7,127 2,418 Sales and marketing 15,104 4,463 General and administrative 15,885 5,233 Total share-based compensation expense $ 41,425 $ 13,198 |
Schedule of MIU and AU Activity | The following table shows the MIU activity for the three months ended June 30, 2019 : Number of Units Weighted Average Participation Threshold Fair Value MIUs outstanding as of March 31, 2019 24,112,170 $ 0.36 $ 5.45 Units granted during the period 468,500 7.71 Units exchanged for AUs during the period (105,522 ) 1.99 Units forfeited/repurchased during the period (2,982,257 ) 0.02 MIUs outstanding as of June 30, 2019 21,492,891 $ 0.56 $ 7.71 MIUs vested as of June 30, 2019 17,740,684 The following table shows the AU activity for the three months ended June 30, 2019 : Number of Units Weighted Average Participation Threshold Fair Value AUs outstanding as of March 31, 2019 819,198 $ 1.18 $ 5.45 Units converted from MIUs 105,522 1.99 Units granted during the period 52,500 7.71 Units forfeited/repurchased during the period (5,000 ) 1.63 AUs outstanding as of June 30, 2019 972,220 $ 1.62 $ 7.71 AUs vested as of June 30, 2019 442,585 |
Schedule of Fair Value Assumptions | The following key assumptions were used to determine the fair value of the MIUs and AUs for the three months ended June 30, 2019 and 2018 : June 30, 2019 June 30, 2018 Expected dividend yield — — Expected volatility 35% - 55% 45 % Expected term (years) 0.5 - 1.25 1.5 Risk-free interest rate 1.86% - 2.09% 2.45 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (dollars in thousands, except per share data): Three Months Ended June 30, 2019 2018 Numerator: Net loss $ (49,155 ) $ (23,556 ) Denominator: Weighted average shares outstanding, basic and diluted 237,693,127 233,970,804 Net loss per share, basic and diluted $ (0.21 ) $ (0.10 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | A summary of these anti-dilutive common share equivalents is provided in the table below: Three Months Ended June 30, 2019 2018 Unvested equity awards 4,998,449 8,403,787 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Property and Equipment by Geographical Region | The following tables present property and equipment by geographic region for the periods presented (in thousands): June 30, 2019 March 31, 2019 North America $ 9,304 $ 10,036 Europe, Middle East and Africa 9,308 7,347 Asia Pacific 1,527 376 Latin America 143 166 Total property and equipment, net $ 20,282 $ 17,925 |
Significant Accounting Polici_3
Significant Accounting Policies - Basis of Presentation and Consolidation (Details) | Jul. 30, 2019$ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Share of equity interest (per unit) | $ 16 |
Significant Accounting Polici_4
Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Apr. 01, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ (225,157) | $ (176,002) | |
Remaining contractual term | 3 years | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ 25,900 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Amount | $ 122,550 | $ 98,221 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Amount | 71,197 | 55,868 |
Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Amount | 33,501 | 28,264 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Amount | 14,436 | 11,316 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Amount | 3,416 | 2,773 |
Geographic Concentration Risk | Revenue Benchmark | ||
Disaggregation of Revenue [Line Items] | ||
Amount | $ 67,400 | $ 52,700 |
% | 55.00% | 54.00% |
Geographic Concentration Risk | Revenue Benchmark | North America | ||
Disaggregation of Revenue [Line Items] | ||
% | 58.00% | 56.00% |
Geographic Concentration Risk | Revenue Benchmark | Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
% | 27.00% | 29.00% |
Geographic Concentration Risk | Revenue Benchmark | Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
% | 12.00% | 12.00% |
Geographic Concentration Risk | Revenue Benchmark | Latin America | ||
Disaggregation of Revenue [Line Items] | ||
% | 3.00% | 3.00% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 122,550 | $ 98,221 |
Revenue recognized | 101,100 | 74,300 |
Remaining performance obligation, amount | 613,900 | |
Revenue Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 67,400 | $ 52,700 |
Concentration risk percentage | 55.00% | 54.00% |
Billed consideration | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligation, amount | $ 375,600 | |
Unbilled consideration | ||
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligation, amount | $ 238,300 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Narrative) (Details) - Unbilled consideration - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | Jun. 30, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 57.00% |
Remaining performance obligation, expected timing of satisfaction, period |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 13,120 | $ 13,334 |
Income taxes refundable | 3,986 | 4,078 |
Other | 3,949 | 1,356 |
Prepaid expenses and other current assets | $ 21,055 | $ 18,768 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, net - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance, beginning of period | $ 1,270,120 |
Goodwill from acquisitions | 0 |
Foreign currency impact | 365 |
Balance, end of period | $ 1,270,485 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 595,531 | $ 595,166 |
Less: accumulated amortization | (351,133) | (336,043) |
Total intangible assets, net | $ 244,398 | 259,123 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in months) | 109 months | |
Total intangible assets | $ 188,972 | 188,608 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in months) | 120 months | |
Total intangible assets | $ 351,556 | 351,555 |
Trademarks and tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in months) | 120 months | |
Total intangible assets | $ 55,003 | $ 55,003 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of other intangibles | $ 15,081 | $ 18,343 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 6.00% | 13.00% | |
Income tax benefit | $ 50 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Accrued Expenses, Current | ||
Accrued employee - related expenses | $ 25,798 | $ 35,192 |
Accrued tax liabilities | 5,036 | 6,274 |
Accrued restructuring | 1,455 | 1,488 |
Accrued professional fees | 3,086 | 3,440 |
Income taxes payable | 6,493 | 3,811 |
Accrued installments for acquisition | 0 | 4,832 |
Other | 9,880 | 9,883 |
Total accrued expenses, current | 51,748 | 64,920 |
Accrued Expenses, Non-Current | ||
Share-based compensation | 132,979 | 92,047 |
Other | 6,494 | 6,312 |
Total accrued expenses, non-current | $ 139,473 | $ 98,359 |
Long-term Debt - Term Loans (De
Long-term Debt - Term Loans (Details) - Secured Debt - USD ($) | Aug. 23, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 |
First Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 950,000,000 | |||
Maximum net leverage ratio before change in basis spread on variable rate | 435.00% | |||
Required quarterly principal payments | $ 2,400,000 | |||
Aggregate principal amount outstanding | $ 928,600,000 | $ 947,600,000 | ||
Interest rate | 5.40% | 5.70% | ||
Second Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 170,000,000 | |||
Aggregate principal amount outstanding | $ 88,700,000 | $ 88,700,000 | ||
Interest rate | 9.40% | 9.50% | ||
First And Second Lien Term Loans | ||||
Debt Instrument [Line Items] | ||||
Threshold of sale of property or assets that requires loan prepayments | 5,000,000 | |||
Threshold of proceeds received from insurance settlement or new debt agreements that require loan prepayments | 5,000,000 | |||
Debt issuance costs and original issuance discount | $ 15,500,000 | $ 13,900,000 | $ 14,300,000 | |
Amortization of debt issuance costs and original issuance discount | $ 500,000 | $ 0 | ||
Alternative Base Rate | First Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 2.00% | |||
Alternative Base Rate | Second Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 6.00% | |||
London Interbank Offered Rate (LIBOR) | First Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 3.00% | |||
London Interbank Offered Rate (LIBOR) | Second Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable interest rate | 7.00% |
Long-term Debt - Revolving Faci
Long-term Debt - Revolving Facility (Details) - Line of Credit - Revolving Facility - USD ($) | Aug. 23, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 |
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 60,000,000 | |||
Maximum net leverage ratio before change in basis spread on variable rate | 435.00% | |||
Minimum net leverage ratio before change in basis spread on variable rate | 385.00% | |||
Commitment fee percentage | 0.375% | |||
Fronting fee percentage | 0.125% | |||
Line of credit, debt issuance costs incurred | $ 800,000 | |||
Amortization of debt issuance costs | $ 0 | $ 0 | ||
Debt issuance costs, net | 700,000 | $ 700,000 | ||
Covenant, maximum net leverage ratio | 750.00% | |||
Aggregate principal amount outstanding | 0 | |||
Aggregate principal amount outstanding | 0 | |||
Available borrowing capacity | 59,500,000 | 59,500,000 | ||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 15,000,000 | |||
Letters of credit issued | $ 500,000 | $ 500,000 | ||
Alternative Base Rate | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 2.00% | |||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable interest rate | 3.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jul. 31, 2019USD ($) | Jul. 30, 2019business | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) |
Loss Contingencies [Line Items] | ||||
Operating lease agreement, rent payment | $ 3.3 | $ 2.7 | ||
Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Number of wholly owned businesses spun out from the corporate structure | business | 2 | |||
Subsequent Event | Compuware Corporation | ||||
Loss Contingencies [Line Items] | ||||
Payment for estimated tax liability | $ 265 |
Member's Deficit (Details)
Member's Deficit (Details) - shares | 3 Months Ended | |||
Sep. 30, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Class of Stock [Line Items] | ||||
Common units, outstanding (in units) | 100 | 100 | ||
Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Common units, issued during the exchange (in shares) | 241,028,831 | |||
Dynatrace Holdings LLC | Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Common units, issued (in shares) | 241,028,731 | |||
Management Incentive Units and Appreciation Units | Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Common units, issued (in shares) | 14,804,226 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jun. 30, 2019USD ($)award_typeperformance_target$ / sharesshares | Jun. 30, 2018USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of award types | award_type | 2 | |
Weighted average grant date fair value of units granted (in dollars per share) | $ / shares | $ 7.71 | $ 2.45 |
Total unrecognized compensation cost | $ | $ 25 | |
Total fair value of units vested | $ | $ 133 | $ 35.1 |
Management Incentive Unit | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Units authorized for issuance (in units) | shares | 21,500,000 | |
Appreciation Unit | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Units authorized for issuance (in units) | shares | 1,000,000 | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of performance targets | performance_target | 4 | |
Vesting percentage | 25.00% | |
Time-Vested Units | Share-based Payment Arrangement, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Award vesting period | 1 year | |
Requisite service period | 48 months | |
Time-Vested Units | Share-based Payment Arrangement, Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 75.00% | |
Award vesting period | 36 months | |
Requisite service period | 3 years | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average period of recognition | 6 months | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average period of recognition | 1 year 3 months |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 41,425 | $ 13,198 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 3,309 | 1,084 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 7,127 | 2,418 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 15,104 | 4,463 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 15,885 | $ 5,233 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Mar. 31, 2019 | |
Management Incentive Unit | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Number of units outstanding, beginning balance (in shares) | 24,112,170 | |
Number of units granted (in shares) | 468,500 | |
Number of units exchanged/converted (in shares) | (105,522) | |
Number of units forfeited/repurchased (in shares) | (2,982,257) | |
Number of units outstanding, ending balance (in shares) | 21,492,891 | 24,112,170 |
Number of units vested (in shares) | 17,740,684 | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Non Options, Weighted Average Participation Threshold [Roll Forward] | ||
Weighted average participation threshold, units outstanding (dollars per share) | $ 0.56 | $ 0.36 |
Weighted average participation threshold, granted (dollars per share) | 7.71 | |
Weighted average participation threshold, exchanged/converted (dollars per share) | 1.99 | |
Weighted average participation threshold, forfeited/repurchased (dollars per share) | $ 0.02 | |
Fair value of units outstanding | $ 7.71 | $ 5.45 |
Appreciation Unit | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Number of units outstanding, beginning balance (in shares) | 819,198 | |
Number of units granted (in shares) | 52,500 | |
Number of units exchanged/converted (in shares) | (105,522) | |
Number of units forfeited/repurchased (in shares) | (5,000) | |
Number of units outstanding, ending balance (in shares) | 972,220 | 819,198 |
Number of units vested (in shares) | 442,585 | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Non Options, Weighted Average Participation Threshold [Roll Forward] | ||
Weighted average participation threshold, units outstanding (dollars per share) | $ 1.62 | $ 1.18 |
Weighted average participation threshold, granted (dollars per share) | 7.71 | |
Weighted average participation threshold, exchanged/converted (dollars per share) | 1.99 | |
Weighted average participation threshold, forfeited/repurchased (dollars per share) | $ 1.63 | |
Fair value of units outstanding | $ 7.71 | $ 5.45 |
Share-based Compensation - Sc_3
Share-based Compensation - Schedule of Fair Value Assumptions (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | $ 0 | $ 0 |
Expected volatility | 45.00% | |
Expected term (years) | 1 year 6 months | |
Risk-free interest rate | 2.45% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 35.00% | |
Expected term (years) | 6 months | |
Risk-free interest rate | 1.86% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 55.00% | |
Expected term (years) | 1 year 3 months | |
Risk-free interest rate | 2.09% |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||
Net loss | $ (49,155) | $ (23,556) |
Denominator: | ||
Weighted average shares outstanding, basic and diluted (in shares) | 237,693,127 | 233,970,804 |
Net loss per share, basic and diluted (USD per share) | $ (0.21) | $ (0.10) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||
Unvested equity awards (in shares) | 4,998,449 | 8,403,787 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - Subsequent Event shares in Millions | Aug. 01, 2019$ / sharesshares |
Subsequent Event [Line Items] | |
Conversion of stock, conversion price (in dollars per share) | $ 16 |
IPO | |
Subsequent Event [Line Items] | |
Number of shares sold and issued (in shares) | shares | 38.9 |
Sale of stock price per share (USD per share) | $ 16 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Affiliated Entity | Financial And Management Advisory Services | |||
Related Party Transaction [Line Items] | |||
Transfers to related parties | $ 1.2 | $ 1.2 | |
Affiliated Entity | Transfers To Related Parties | |||
Related Party Transaction [Line Items] | |||
Transfers to related parties | (1.4) | ||
Affiliated Entity | Debt Service And Shared Costs | |||
Related Party Transaction [Line Items] | |||
Transfers to related parties | (80.4) | ||
Affiliated Entity | Other Related Party Settlements | |||
Related Party Transaction [Line Items] | |||
Transfers to related parties | (2.9) | ||
Management Incentive Unit | |||
Related Party Transaction [Line Items] | |||
Share based awards outstanding (in shares) | 21,492,891 | 24,112,170 | |
Director | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Transfers to related parties | $ 0.1 | $ 0.1 | |
Director | Management Incentive Unit | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Share based awards outstanding (in shares) | 1,500,000 | 2,300,000 |
Related Party Debt (Details)
Related Party Debt (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | Apr. 01, 2015 | |
Related Party Transaction [Line Items] | ||||
Related party debt outstanding | $ 600,203,000 | $ 597,150,000 | ||
Subordinated Debt | Subordinated Demand Promissory Notes | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, face amount | $ 1,800,000,000 | |||
Related party debt outstanding | 478,500,000 | 478,500,000 | ||
Accrued interest | $ 121,700,000 | $ 118,700,000 | ||
Interest rate | 2.55% | 2.72% | ||
Interest expense | $ 3,100,000 | $ 10,700,000 |
Geographic Information - Summar
Geographic Information - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 20,282 | $ 17,925 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 9,304 | 10,036 |
Europe, Middle East and Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 9,308 | 7,347 |
Asia Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 1,527 | 376 |
Latin America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 143 | $ 166 |
Subsequent Events - Initial Pub
Subsequent Events - Initial Public Offering (Details) - Subsequent Event $ / shares in Units, $ in Millions | Aug. 01, 2019USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Prepayment fee paid | $ 0.9 |
Accrued and unpaid yield on preferred stock | $ 671.4 |
Number of shares converted (in shares) | shares | 41,964,993 |
Conversion of stock, conversion price (in dollars per share) | $ / shares | $ 16 |
IPO | |
Subsequent Event [Line Items] | |
Number of shares sold and issued (in shares) | shares | 38,900,000 |
Sale of stock price per share (USD per share) | $ / shares | $ 16 |
Gross proceeds received in public offering | $ 622 |
Proceeds from sale of stock, net of offering costs | 590.3 |
Payment of underwriting discounts, commissions and estimated offering related expense | $ 31.7 |
IPO, Sale of Stockholders | |
Subsequent Event [Line Items] | |
Number of shares sold and issued (in shares) | shares | 2,100,000 |
Secured Debt | First Lien Term Loan | |
Subsequent Event [Line Items] | |
Repayment of outstanding borrowings | $ 297.7 |
Secured Debt | Second Lien Term Loan | |
Subsequent Event [Line Items] | |
Repayment of outstanding borrowings | $ 88.8 |
Common Class A | |
Subsequent Event [Line Items] | |
Common stock outstanding (in shares) | shares | 199,063,838 |
Conversion of stock, conversion ratio | 1 |
Subsequent Events - 2019 Equity
Subsequent Events - 2019 Equity Incentive Plan and Employee Stock Purchase Plan (Details) - Subsequent Event | Jul. 30, 2019shares |
Equity Incentive Plan 2019 | |
Subsequent Event [Line Items] | |
Common stock reserved for future issuance (in shares) | 52,000,000 |
Annual increase in shares reserved for future issuance based off of shares outstanding | 4.00% |
Employee Stock Purchase Plan | |
Subsequent Event [Line Items] | |
Common stock reserved for future issuance (in shares) | 6,250,000 |