UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to __________________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
Bailiwick of |
Not applicable |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) |
(Trading Symbol) |
(Name of each exchange on which registered) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☒ |
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Accelerated filer |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 27, 2020, the registrant had
Table of Contents
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Page |
PART I. |
1 |
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Item 1. |
1 |
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Condensed Consolidated Balance Sheets as of September 30, 2020 and March 31, 2020 |
1 |
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2 |
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3 |
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4 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2020 and 2019 |
5 |
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6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 |
Item 3. |
34 |
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Item 4. |
35 |
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PART II. |
37 |
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Item 1. |
37 |
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Item 1A. |
38 |
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Item 6. |
56 |
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60 |
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
MIMECAST LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
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As of September 30, |
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As of March 31, |
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2020 |
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2020 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Deferred contract costs, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Intangible assets, net |
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Goodwill |
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Deferred contract costs, net of current portion |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and shareholders' equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Deferred revenue |
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Current portion of finance lease obligations |
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Current portion of operating lease liabilities |
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Current portion of long-term debt |
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Total current liabilities |
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Deferred revenue, net of current portion |
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Long-term finance lease obligations |
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Operating lease liabilities |
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Long-term debt |
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Other non-current liabilities |
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Total liabilities |
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Commitments and contingencies (Note 13) |
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Shareholders' equity |
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Ordinary shares, $ September 30, 2020 and March 31, 2020, respectively |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
MIMECAST LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
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Three months ended September 30, |
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Six months ended September 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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Gross profit |
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Operating expenses |
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Research and development |
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Sales and marketing |
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General and administrative |
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Total operating expenses |
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Income (loss) from operations |
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( |
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( |
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Other income (expense) |
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Interest income |
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Interest expense |
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( |
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( |
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( |
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( |
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Foreign exchange income (expense) and other, net |
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( |
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Total other income (expense), net |
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( |
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( |
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Income (loss) before income taxes |
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( |
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( |
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Provision for income taxes |
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Net income (loss) |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Net income (loss) per ordinary share |
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Basic |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Diluted |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Weighted-average number of ordinary shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
MIMECAST LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
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Three months ended September 30, |
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Six months ended September 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Net income (loss) |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Other comprehensive income: |
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Net unrealized losses on investments, net of tax |
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— |
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( |
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— |
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( |
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Change in foreign currency translation adjustment |
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Total other comprehensive income |
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Comprehensive income (loss) |
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$ |
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$ |
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$ |
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$ |
( |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
MIMECAST LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)
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Three months ended September 30, 2020 |
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Accumulated |
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Ordinary Shares |
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Additional |
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Other |
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Total |
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Number of |
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Paid-in |
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Accumulated |
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Comprehensive |
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Shareholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance as of June 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Issuance of ordinary shares upon exercise of share options |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Tax withholding on vesting of RSUs |
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— |
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— |
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( |
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— |
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— |
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( |
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Vesting of RSUs |
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( |
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— |
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— |
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— |
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Balance as of September 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Six months ended September 30, 2020 |
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Accumulated |
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Ordinary Shares |
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Additional |
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Other |
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Total |
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Number of |
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Paid-in |
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Accumulated |
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Comprehensive |
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Shareholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance as of March 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Issuance of ordinary shares upon exercise of share options |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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ESPP Purchase |
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— |
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— |
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Tax withholding on ESPP purchases and vesting of RSUs |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Vesting of RSUs |
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( |
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— |
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— |
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— |
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Balance as of September 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Three months ended September 30, 2019 |
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Accumulated |
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Ordinary Shares |
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Additional |
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Other |
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Total |
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Number of |
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Paid-in |
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Accumulated |
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Comprehensive |
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Shareholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance as of June 30, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Unrealized losses on investments |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Issuance of ordinary shares upon exercise of share options |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Tax withholding on vesting of RSUs |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Vesting of RSUs |
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— |
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— |
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— |
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— |
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— |
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Balance as of September 30, 2019 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Six months ended September 30, 2019 |
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Accumulated |
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Ordinary Shares |
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Additional |
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Other |
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Total |
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Number of |
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Paid-in |
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Accumulated |
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Comprehensive |
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Shareholders' |
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|||||
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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||||||
Balance as of March 31, 2019 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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|
Cumulative effect adjustment ASU 2016-02 (1) |
|
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