x
|
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
20-2056195
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, par value $0.001 per share
|
|
New York Stock Exchange, Inc.
|
|
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Page
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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||
Index to Exhibits
|
|
|
•
|
Project Management
tracks and manages projects planned or being worked on by the IT staff.
|
•
|
IT Cost Management
tracks and monitors staff work time, project-related expenses and labor costs.
|
•
|
IT Governance, Risk and Compliance
details applications, databases, servers, network equipment and personnel for a regulatory or compliance audit.
|
•
|
Incident Management
manages the process of restoring a failed service to an operational state.
|
•
|
Problem Management
manages the process of resolving the root cause of recurring service outages or issues affecting multiple users.
|
•
|
Change Management
manages the proposal and approval process for changes to be made to the IT infrastructure.
|
•
|
Release Management
assigns, manages and monitors the various tasks comprising the actual implementation or execution of a proposed change.
|
•
|
Service Catalog and Request Management
presents a "virtual storefront" of business services offered to the enterprise.
|
•
|
Software Development Lifecycle Management
tracks and manages new features and functions to be developed in upgrades or new software applications.
|
•
|
Configuration Management
creates and manages the inventory repository of all hardware, software and network equipment comprising the IT infrastructure.
|
•
|
Discovery
finds computers and other devices connected to an enterprise network, most commonly for the purpose of configuration management.
|
•
|
Asset Management
tracks the physical, contractual and financial elements of IT infrastructure.
|
•
|
Orchestration
automates defined, repeatable tasks that require execution across multiple systems
|
•
|
our ability to retain and increase sales to existing customers, attract new customers and satisfy our customers’ requirements;
|
•
|
the number of new employees added;
|
•
|
the rate of expansion and productivity of our sales force;
|
•
|
changes in the relative and absolute levels of professional services we provide;
|
•
|
the cost, timing and management effort for the development of new services;
|
•
|
the length of the sales cycle for our service;
|
•
|
changes in our pricing policies whether initiated by us or as a result of competition;
|
•
|
the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business;
|
•
|
significant security breaches, technical difficulties or interruptions of our service;
|
•
|
new solutions, products or changes in pricing policies introduced by our competitors;
|
•
|
changes in foreign currency exchange rates;
|
•
|
changes in effective tax rates;
|
•
|
general economic conditions that may adversely affect either our customers’ ability or willingness to purchase additional subscriptions, delay a prospective customer’s purchasing decision, reduce the value of new subscription contracts, or affect renewal rates;
|
•
|
changes in deferred revenue balances due to the seasonal nature of our customer invoicing, changes in the average duration of our customer agreements, the rate of renewals and the rate of new business growth;
|
•
|
the timing of customer payments and payment defaults by customers;
|
•
|
extraordinary expenses such as litigation or other dispute-related settlement payments;
|
•
|
the impact of new accounting pronouncements; and
|
•
|
the timing of stock awards to employees and the related adverse financial statement impact of having to expense those stock awards ratably over their vesting schedules.
|
•
|
our technology infrastructure, including enhancements to our cloud architecture and hiring of additional employees for our research and development team;
|
•
|
software development, including investments in our software development team, the development of new features and the improvement of the scalability, availability and security of our service;
|
•
|
sales and marketing, including a significant expansion of our direct sales organization;
|
•
|
international expansion in an effort to increase our customer base and sales; and
|
•
|
general administration, including legal and accounting expenses related to being a public company.
|
•
|
localization of our service, including translation into foreign languages and associated expenses;
|
•
|
differing laws and business practices, which may favor local competitors;
|
•
|
longer sales cycles;
|
•
|
compliance with multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations;
|
•
|
treatment of revenues from international sources and changes to tax codes, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions;
|
•
|
regional data privacy laws that apply to the transmission of our customers’ data across international borders;
|
•
|
foreign currency fluctuations and controls;
|
•
|
different pricing environments;
|
•
|
differing cultural environments;
|
•
|
difficulties in staffing and managing foreign operations;
|
•
|
different or lesser protection of our intellectual property;
|
•
|
longer accounts receivable payment cycles and other collection difficulties;
|
•
|
regional economic conditions; and
|
•
|
regional political conditions.
|
•
|
issue additional equity securities that would dilute our stockholders;
|
•
|
use cash that we may need in the future to operate our business;
|
•
|
incur debt on terms unfavorable to us or that we are unable to repay;
|
•
|
incur large charges or substantial liabilities;
|
•
|
encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and
|
•
|
become subject to adverse tax consequences, substantial depreciation or deferred compensation charges.
|
•
|
variations in our operating results, earnings per share, cash flows from operating activities, deferred revenue, and other financial metrics and non-financial metrics, and how those results compare to analyst expectations;
|
•
|
forward-looking statements related to future revenues and earnings per share;
|
•
|
the net increases in the number of customers, either independently or as compared with published expectations of industry, financial or other analysts that cover our company;
|
•
|
changes in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our common stock;
|
•
|
announcements of technological innovations, new solutions or enhancements to services, strategic alliances or significant agreements by us or by our competitors;
|
•
|
announcements by us or by our competitors of mergers or other strategic acquisitions, or rumors of such transactions involving us or our competitors;
|
•
|
announcements of customer additions and customer cancellations or delays in customer purchases;
|
•
|
recruitment or departure of key personnel;
|
•
|
disruptions in our service due to computer hardware, software or network problems, security breaches, or other man-made or natural disasters;
|
•
|
the economy as a whole, market conditions in our industry, and the industries of our customers;
|
•
|
trading activity by a limited number of stockholders who together beneficially own a majority of our outstanding common stock;
|
•
|
the size of our market float; and
|
•
|
any other factors discussed herein.
|
•
|
establish a classified board of directors so that not all members of our board are elected at one time;
|
•
|
permit the board of directors to establish the number of directors;
|
•
|
provide that directors may only be removed “for cause” and only with the approval of 66 2/3% of our stockholders;
|
•
|
require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
|
•
|
authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan;
|
•
|
eliminate the ability of our stockholders to call special meetings of stockholders;
|
•
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
provide that the board of directors is expressly authorized to make, alter or repeal our restated bylaws; and
|
•
|
establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
|
|
High
|
|
Low
|
||||
Year ended December 31, 2012
|
|
|
|
||||
Second Quarter (from June 29, 2012)
|
$
|
24.75
|
|
|
$
|
22.83
|
|
Third Quarter
|
$
|
41.77
|
|
|
$
|
22.62
|
|
Fourth Quarter
|
$
|
38.14
|
|
|
$
|
28.15
|
|
|
6/29/2012
|
|
|
9/30/2012
|
|
|
12/31/2012
|
|
ServiceNow, Inc.
|
100.00
|
|
|
157.24
|
|
|
122.07
|
|
NYSE Composite
|
100.00
|
|
|
106.46
|
|
|
109.60
|
|
S&P Systems Software
|
100.00
|
|
|
101.19
|
|
|
97.22
|
|
|
(a)
Total Number of Shares (or Units) Purchased
|
|
(b)
Average Price Paid per Share (or Unit)
|
|
(c)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
(d)
Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs
|
|||
October 2012
|
32,084
|
|
|
$
|
2.33
|
|
|
N/A
|
|
N/A
|
November 2012
|
—
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
December 2012
|
—
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
Total
|
32,084
|
|
|
$
|
2.33
|
|
|
N/A
|
|
N/A
|
|
Year Ended December 31,
|
|
Six Months Ended
December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||||
|
(in thousands, except share and per share data)
|
|
|
||||||||||||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
204,526
|
|
|
$
|
110,886
|
|
|
$
|
64,886
|
|
|
$
|
33,191
|
|
|
$
|
79,191
|
|
|
$
|
40,078
|
|
|
$
|
17,841
|
|
|
$
|
8,644
|
|
Professional services and other
|
39,186
|
|
|
17,186
|
|
|
8,489
|
|
|
4,753
|
|
|
13,450
|
|
|
3,251
|
|
|
1,474
|
|
|
137
|
|
||||||||
Total revenues
|
243,712
|
|
|
128,072
|
|
|
73,375
|
|
|
37,944
|
|
|
92,641
|
|
|
43,329
|
|
|
19,315
|
|
|
8,781
|
|
||||||||
Cost of revenues
(2)(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
63,258
|
|
|
24,288
|
|
|
15,073
|
|
|
6,096
|
|
|
15,311
|
|
|
6,378
|
|
|
3,140
|
|
|
1,838
|
|
||||||||
Professional services and other
|
40,751
|
|
|
22,336
|
|
|
12,850
|
|
|
6,778
|
|
|
16,264
|
|
|
9,812
|
|
|
4,711
|
|
|
2,717
|
|
||||||||
Total cost of revenues
|
104,009
|
|
|
46,624
|
|
|
27,923
|
|
|
12,874
|
|
|
31,575
|
|
|
16,190
|
|
|
7,851
|
|
|
4,555
|
|
||||||||
Gross profit
|
139,703
|
|
|
81,448
|
|
|
45,452
|
|
|
25,070
|
|
|
61,066
|
|
|
27,139
|
|
|
11,464
|
|
|
4,226
|
|
||||||||
Operating expenses
(2)(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
|
103,837
|
|
|
52,896
|
|
|
32,501
|
|
|
13,728
|
|
|
34,123
|
|
|
19,334
|
|
|
8,499
|
|
|
6,142
|
|
||||||||
Research and development
|
39,333
|
|
|
11,276
|
|
|
7,030
|
|
|
2,758
|
|
|
7,004
|
|
|
7,194
|
|
|
2,433
|
|
|
2,098
|
|
||||||||
General and administrative
|
34,117
|
|
|
16,046
|
|
|
10,084
|
|
|
3,417
|
|
|
9,379
|
|
|
28,810
|
|
|
6,363
|
|
|
1,854
|
|
||||||||
Total operating expenses
|
177,287
|
|
|
80,218
|
|
|
49,615
|
|
|
19,903
|
|
|
50,506
|
|
|
55,338
|
|
|
17,295
|
|
|
10,094
|
|
||||||||
Income (loss) from operations
|
(37,584
|
)
|
|
1,230
|
|
|
(4,163
|
)
|
|
5,167
|
|
|
10,560
|
|
|
(28,199
|
)
|
|
(5,831
|
)
|
|
(5,868
|
)
|
||||||||
Interest and other income (expense), net
|
1,604
|
|
|
(1,129
|
)
|
|
(1,446
|
)
|
|
289
|
|
|
606
|
|
|
(1,226
|
)
|
|
(27
|
)
|
|
10
|
|
||||||||
Income (loss) before provision for income taxes
|
(35,980
|
)
|
|
101
|
|
|
(5,609
|
)
|
|
5,456
|
|
|
11,166
|
|
|
(29,425
|
)
|
|
(5,858
|
)
|
|
(5,858
|
)
|
||||||||
Provision for income taxes
|
1,368
|
|
|
1,758
|
|
|
1,075
|
|
|
653
|
|
|
1,336
|
|
|
280
|
|
|
48
|
|
|
23
|
|
||||||||
Net income (loss)
|
$
|
(37,348
|
)
|
|
$
|
(1,657
|
)
|
|
$
|
(6,684
|
)
|
|
$
|
4,803
|
|
|
$
|
9,830
|
|
|
$
|
(29,705
|
)
|
|
$
|
(5,906
|
)
|
|
$
|
(5,881
|
)
|
Net income (loss) attributable to common stockholders
(4)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(37,656
|
)
|
|
$
|
(2,282
|
)
|
|
$
|
(6,996
|
)
|
|
$
|
762
|
|
|
$
|
1,639
|
|
|
$
|
(30,345
|
)
|
|
$
|
(6,531
|
)
|
|
$
|
(6,503
|
)
|
Diluted
|
$
|
(37,656
|
)
|
|
$
|
(2,282
|
)
|
|
$
|
(6,996
|
)
|
|
$
|
1,111
|
|
|
$
|
2,310
|
|
|
$
|
(30,345
|
)
|
|
$
|
(6,531
|
)
|
|
$
|
(6,503
|
)
|
Net income (loss) per share attributable to common stockholders
(4)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(0.51
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.04
|
|
|
$
|
0.09
|
|
|
$
|
(1.31
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.16
|
)
|
Diluted
|
$
|
(0.51
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.04
|
|
|
$
|
0.08
|
|
|
$
|
(1.31
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.16
|
)
|
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders
(4)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
73,908,631
|
|
|
20,154,088
|
|
|
21,104,219
|
|
|
17,156,445
|
|
|
18,163,977
|
|
|
23,157,576
|
|
|
39,039,066
|
|
|
40,115,383
|
|
||||||||
Diluted
|
73,908,631
|
|
|
20,154,088
|
|
|
21,104,219
|
|
|
27,622,357
|
|
|
28,095,486
|
|
|
23,157,576
|
|
|
39,039,066
|
|
|
40,115,383
|
|
(1)
|
Revenues for the
year ended
December 31, 2012
and
2011
, the
six months ended
December 31, 2011
and
2010
and the fiscal year ended
June 30, 2011
reflect the prospective adoption of new revenue accounting guidance commencing on July 1, 2010. As a result of this guidance, we separately allocate value for multiple element contracts between our subscription revenues and professional services revenues based on the best estimate of selling price. Additionally, we recognize professional services revenues as the services are delivered. Please refer to Note 2 to our consolidated financial statements for further discussion of our revenue recognition policies.
|
(2)
|
Stock-based compensation included in the statements of operations data above was as follows:
|
|
Year Ended December 31,
|
|
Six Months Ended
December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||||
|
(in thousands)
|
|
|
||||||||||||||||||||||||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
3,929
|
|
|
$
|
997
|
|
|
$
|
674
|
|
|
$
|
225
|
|
|
$
|
548
|
|
|
$
|
48
|
|
|
$
|
6
|
|
|
$
|
3
|
|
Professional services and other
|
1,574
|
|
|
273
|
|
|
193
|
|
|
37
|
|
|
117
|
|
|
28
|
|
|
11
|
|
|
5
|
|
||||||||
Sales and marketing
|
10,189
|
|
|
2,583
|
|
|
2,010
|
|
|
431
|
|
|
1,004
|
|
|
277
|
|
|
45
|
|
|
22
|
|
||||||||
Research and development
|
6,496
|
|
|
965
|
|
|
704
|
|
|
207
|
|
|
468
|
|
|
90
|
|
|
50
|
|
|
12
|
|
||||||||
General and administrative
|
5,749
|
|
|
2,652
|
|
|
2,056
|
|
|
221
|
|
|
817
|
|
|
102
|
|
|
15
|
|
|
14
|
|
(3)
|
Cost of revenues and operating expenses for the fiscal year ended June 30, 2010 reflect compensation expense of $0.7 million and $30.1 million, respectively, related to the repurchase of shares from eligible stockholders in connection with our sale and issuance of Series D preferred stock. Operating expenses for the fiscal year ended June 30, 2009 reflect compensation expense of $3.8 million related to the stock settlement of an outstanding promissory note in connection with our sale and issuance of Series C preferred stock.
|
(4)
|
Please refer to Note 14 to our consolidated financial statements for an explanation of the method used to calculate the historical net income (loss) and net income (loss) per share attributable to common stockholders and the number of shares used in the computation of the per share amounts.
|
|
As of December 31,
|
|
As of June 30,
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||
|
(in thousands)
|
|
|
||||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
118,989
|
|
|
$
|
68,088
|
|
|
$
|
59,853
|
|
|
$
|
29,402
|
|
|
$
|
7,788
|
|
|
$
|
4,772
|
|
Working capital, excluding deferred revenue
|
364,426
|
|
|
95,033
|
|
|
75,801
|
|
|
33,080
|
|
|
10,090
|
|
|
5,401
|
|
||||||
Total assets
|
478,114
|
|
|
156,323
|
|
|
108,746
|
|
|
51,369
|
|
|
15,327
|
|
|
7,725
|
|
||||||
Deferred revenue, current and non-current portion
|
170,361
|
|
|
104,636
|
|
|
74,646
|
|
|
40,731
|
|
|
16,778
|
|
|
9,867
|
|
||||||
Convertible preferred stock
|
—
|
|
|
68,172
|
|
|
67,860
|
|
|
67,227
|
|
|
15,342
|
|
|
8,810
|
|
||||||
Total stockholders’ equity (deficit)
|
243,405
|
|
|
(57,426
|
)
|
|
(58,381
|
)
|
|
(71,262
|
)
|
|
(21,690
|
)
|
|
(13,112
|
)
|
|
Year Ended December 31,
|
|
Six Months Ended
December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Revenues
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscription
|
$
|
204,526
|
|
|
$
|
110,886
|
|
|
$
|
64,886
|
|
|
$
|
33,191
|
|
|
$
|
79,191
|
|
|
$
|
40,078
|
|
Professional services and other
|
39,186
|
|
|
17,186
|
|
|
8,489
|
|
|
4,753
|
|
|
13,450
|
|
|
3,251
|
|
||||||
Total revenues
|
243,712
|
|
|
128,072
|
|
|
73,375
|
|
|
37,944
|
|
|
92,641
|
|
|
43,329
|
|
||||||
Cost of revenues
(2)(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscription
|
63,258
|
|
|
24,288
|
|
|
15,073
|
|
|
6,096
|
|
|
15,311
|
|
|
6,378
|
|
||||||
Professional services and other
|
40,751
|
|
|
22,336
|
|
|
12,850
|
|
|
6,778
|
|
|
16,264
|
|
|
9,812
|
|
||||||
Total cost of revenues
|
104,009
|
|
|
46,624
|
|
|
27,923
|
|
|
12,874
|
|
|
31,575
|
|
|
16,190
|
|
||||||
Gross profit
|
139,703
|
|
|
81,448
|
|
|
45,452
|
|
|
25,070
|
|
|
61,066
|
|
|
27,139
|
|
||||||
Operating expenses
(2)(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales and marketing
|
103,837
|
|
|
52,896
|
|
|
32,501
|
|
|
13,728
|
|
|
34,123
|
|
|
19,334
|
|
||||||
Research and development
|
39,333
|
|
|
11,276
|
|
|
7,030
|
|
|
2,758
|
|
|
7,004
|
|
|
7,194
|
|
||||||
General and administrative
|
34,117
|
|
|
16,046
|
|
|
10,084
|
|
|
3,417
|
|
|
9,379
|
|
|
28,810
|
|
||||||
Total operating expenses
|
177,287
|
|
|
80,218
|
|
|
49,615
|
|
|
19,903
|
|
|
50,506
|
|
|
55,338
|
|
||||||
Income (loss) from operations
|
(37,584
|
)
|
|
1,230
|
|
|
(4,163
|
)
|
|
5,167
|
|
|
10,560
|
|
|
(28,199
|
)
|
||||||
Interest and other income (expense), net
|
1,604
|
|
|
(1,129
|
)
|
|
(1,446
|
)
|
|
289
|
|
|
606
|
|
|
(1,226
|
)
|
||||||
Income (loss) before provision for income taxes
|
(35,980
|
)
|
|
101
|
|
|
(5,609
|
)
|
|
5,456
|
|
|
11,166
|
|
|
(29,425
|
)
|
||||||
Provision for income taxes
|
1,368
|
|
|
1,758
|
|
|
1,075
|
|
|
653
|
|
|
1,336
|
|
|
280
|
|
||||||
Net income (loss)
|
$
|
(37,348
|
)
|
|
$
|
(1,657
|
)
|
|
$
|
(6,684
|
)
|
|
$
|
4,803
|
|
|
$
|
9,830
|
|
|
$
|
(29,705
|
)
|
(1)
|
Revenues for the
year ended
December 31, 2012
and
2011
, the
six months ended
December 31, 2011
and
2010
and the fiscal
year ended
June 30, 2011
reflect the prospective adoption of new revenue accounting guidance commencing on July 1, 2010. As a result of this guidance, we separately allocate value for multiple element contracts between our subscription revenues and professional services revenues based on the best estimate of selling price. Additionally, we recognize professional services revenues as the services are delivered. Please refer to Note 2 to our consolidated financial statements for further discussion of our revenue recognition policies.
|
(2)
|
Stock-based compensation included in the statements of operations data above was as follows:
|
|
Year Ended December 31,
|
|
Six Months Ended
December 31,
|
|
|
Fiscal Year Ended June 30,
|
|||||||||||||||||
|
2012
|
|
2011
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscription
|
$
|
3,929
|
|
|
$
|
997
|
|
|
$
|
674
|
|
|
$
|
225
|
|
|
$
|
548
|
|
|
$
|
48
|
|
Professional services and other
|
1,574
|
|
|
273
|
|
|
193
|
|
|
37
|
|
|
117
|
|
|
28
|
|
||||||
Sales and marketing
|
10,189
|
|
|
2,583
|
|
|
2,010
|
|
|
431
|
|
|
1,004
|
|
|
277
|
|
||||||
Research and development
|
6,496
|
|
|
965
|
|
|
704
|
|
|
207
|
|
|
468
|
|
|
90
|
|
||||||
General and administrative
|
5,749
|
|
|
2,652
|
|
|
2,056
|
|
|
221
|
|
|
817
|
|
|
102
|
|
(3)
|
Cost of revenues and operating expenses for the fiscal
year ended
June 30, 2010
reflect compensation expense of $0.7 million and $30.1 million, respectively, related to the repurchase of shares from eligible stockholders in connection with our sale and issuance of Series D preferred stock.
|
|
Year Ended December 31,
|
|
Six Months Ended
December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Revenues by geography
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
173,001
|
|
|
$
|
93,315
|
|
|
$
|
51,901
|
|
|
$
|
27,919
|
|
|
$
|
69,333
|
|
|
$
|
31,396
|
|
Europe
|
60,579
|
|
|
30,242
|
|
|
18,842
|
|
|
8,693
|
|
|
20,093
|
|
|
10,708
|
|
||||||
Asia Pacific and other
|
10,132
|
|
|
4,515
|
|
|
2,632
|
|
|
1,332
|
|
|
3,215
|
|
|
1,225
|
|
||||||
Total revenues
|
$
|
243,712
|
|
|
$
|
128,072
|
|
|
$
|
73,375
|
|
|
$
|
37,944
|
|
|
$
|
92,641
|
|
|
$
|
43,329
|
|
|
Year Ended December 31,
|
|
Six Months Ended
December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2011
|
|
2010
|
|
2011
|
|
2012
|
||||||
Revenues by geography
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America
|
71
|
%
|
|
73
|
%
|
|
71
|
%
|
|
74
|
%
|
|
75
|
%
|
|
72
|
%
|
Europe
|
25
|
|
|
24
|
|
|
26
|
|
|
23
|
|
|
22
|
|
|
25
|
|
Asia Pacific and other
|
4
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
Total revenues
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
|
2012
|
|
2011
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
204,526
|
|
|
$
|
110,886
|
|
|
84
|
%
|
Professional services and other
|
39,186
|
|
|
17,186
|
|
|
128
|
%
|
||
Total revenues
|
$
|
243,712
|
|
|
$
|
128,072
|
|
|
90
|
%
|
Percentage of revenues:
|
|
|
|
|
|
|||||
Subscription
|
84
|
%
|
|
87
|
%
|
|
|
|||
Professional services and other
|
16
|
|
|
13
|
|
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
|
2012
|
|
2011
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
63,258
|
|
|
$
|
24,288
|
|
|
160
|
%
|
Professional services and other
|
40,751
|
|
|
22,336
|
|
|
82
|
%
|
||
Total cost of revenues
|
$
|
104,009
|
|
|
$
|
46,624
|
|
|
123
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|||||
Subscription
|
69
|
%
|
|
78
|
%
|
|
|
|||
Professional services and other
|
(4
|
)%
|
|
(30
|
)%
|
|
|
|||
Total gross profit percentage
|
57
|
%
|
|
64
|
%
|
|
|
|||
Gross profit
|
$
|
139,703
|
|
|
$
|
81,448
|
|
|
72
|
%
|
Headcount (at period end)
|
|
|
|
|
|
|||||
Subscription
|
218
|
|
|
119
|
|
|
83
|
%
|
||
Professional services and other
|
183
|
|
|
98
|
|
|
87
|
%
|
||
Total headcount
|
401
|
|
|
217
|
|
|
85
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2012
|
|
2011
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Sales and marketing
|
$
|
103,837
|
|
|
$
|
52,896
|
|
|
96
|
%
|
Percentage of revenues
|
42
|
%
|
|
41
|
%
|
|
|
|||
Headcount (at period end)
|
350
|
|
|
242
|
|
|
45
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2012
|
|
2011
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Research and development
|
$
|
39,333
|
|
|
$
|
11,276
|
|
|
249
|
%
|
Percentage of revenues
|
16
|
%
|
|
9
|
%
|
|
|
|||
Headcount (at period end)
|
200
|
|
|
83
|
|
|
141
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2012
|
|
2011
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
General and administrative
|
$
|
34,117
|
|
|
$
|
16,046
|
|
|
113
|
%
|
Percentage of revenues
|
16
|
%
|
|
9
|
%
|
|
|
|||
Headcount (at period end)
|
126
|
|
|
61
|
|
|
107
|
%
|
|
Year Ended December 31
|
|
% Change
|
||||||
|
2012
|
|
2011
|
|
|||||
|
(dollars in thousands)
|
|
|
||||||
Interest and other income, net
|
$
|
1,604
|
|
|
$
|
(1,129
|
)
|
|
NM
|
Percentage of revenues
|
1
|
%
|
|
(1
|
)%
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2012
|
|
2011
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Income before income taxes
|
$
|
(35,980
|
)
|
|
$
|
101
|
|
|
NM
|
|
Provision for income taxes
|
1,368
|
|
|
1,758
|
|
|
(22
|
)%
|
||
Effective tax rate
|
(4
|
)%
|
|
1,741
|
%
|
|
|
|
Six Months Ended December 31,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
64,886
|
|
|
$
|
33,191
|
|
|
95
|
%
|
Professional services and other
|
8,489
|
|
|
4,753
|
|
|
79
|
%
|
||
Total revenues
|
$
|
73,375
|
|
|
$
|
37,944
|
|
|
93
|
%
|
Percentage of revenues:
|
|
|
|
|
|
|||||
Subscription
|
88
|
%
|
|
87
|
%
|
|
|
|||
Professional services and other
|
12
|
|
|
13
|
|
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Six Months Ended December 31,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
15,073
|
|
|
$
|
6,096
|
|
|
147
|
%
|
Professional services and other
|
12,850
|
|
|
6,778
|
|
|
90
|
%
|
||
Total cost of revenues
|
$
|
27,923
|
|
|
$
|
12,874
|
|
|
117
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|||||
Subscription
|
77
|
%
|
|
82
|
%
|
|
|
|||
Professional services and other
|
(51
|
)
|
|
(43
|
)
|
|
|
|||
Total gross profit percentage
|
62
|
%
|
|
66
|
%
|
|
|
|||
Gross profit
|
$
|
45,452
|
|
|
$
|
25,070
|
|
|
81
|
%
|
Headcount (at period end):
|
|
|
|
|
|
|||||
Subscription
|
119
|
|
|
51
|
|
|
133
|
%
|
||
Professional services and other
|
98
|
|
|
50
|
|
|
96
|
%
|
||
Total headcount
|
217
|
|
|
101
|
|
|
115
|
%
|
|
Six Months Ended December 31,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Sales and marketing
|
$
|
32,501
|
|
|
$
|
13,728
|
|
|
137
|
%
|
Percentage of revenues
|
44
|
%
|
|
36
|
%
|
|
|
|||
Headcount (at period end)
|
242
|
|
|
90
|
|
|
169
|
%
|
|
Six Months Ended December 31,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Research and development
|
$
|
7,030
|
|
|
$
|
2,758
|
|
|
155
|
%
|
Percentage of revenues
|
10
|
%
|
|
7
|
%
|
|
|
|||
Headcount (at period end)
|
83
|
|
|
34
|
|
|
144
|
%
|
|
Six Months Ended December 31,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
General and administrative
|
$
|
10,084
|
|
|
$
|
3,417
|
|
|
195
|
%
|
Percentage of revenues
|
14
|
%
|
|
9
|
%
|
|
|
|||
Headcount (at period end)
|
61
|
|
|
25
|
|
|
144
|
%
|
|
Six Months Ended December 31,
|
|
% Change
|
||||||
|
2011
|
|
2010
|
|
|||||
|
(dollars in thousands)
|
|
|
||||||
Interest and other income (expense), net
|
$
|
(1,446
|
)
|
|
$
|
289
|
|
|
NM
|
Percentage of revenues
|
(2
|
)%
|
|
1
|
%
|
|
|
|
Six Months Ended December 31,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Income before income taxes
|
$
|
(5,609
|
)
|
|
$
|
5,456
|
|
|
NM
|
|
Provision for income taxes
|
1,075
|
|
|
653
|
|
|
65
|
%
|
||
Effective tax rate
|
(19
|
)%
|
|
12
|
%
|
|
|
|
Fiscal Year Ended June 30,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
79,191
|
|
|
$
|
40,078
|
|
|
98
|
%
|
Professional services and other
|
13,450
|
|
|
3,251
|
|
|
314
|
%
|
||
Total revenues
|
$
|
92,641
|
|
|
$
|
43,329
|
|
|
114
|
%
|
Percentage of revenues:
|
|
|
|
|
|
|||||
Subscription
|
85
|
%
|
|
92
|
%
|
|
|
|||
Professional services and other
|
15
|
|
|
8
|
|
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Fiscal Year Ended June 30,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
15,311
|
|
|
$
|
6,378
|
|
|
140
|
%
|
Professional services and other
|
16,264
|
|
|
9,812
|
|
|
66
|
%
|
||
Total cost of revenues
|
$
|
31,575
|
|
|
$
|
16,190
|
|
|
95
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|||||
Subscription
|
81
|
%
|
|
84
|
%
|
|
|
|||
Professional services and other
|
(21
|
)
|
|
(202
|
)
|
|
|
|||
Total gross profit percentage
|
66
|
%
|
|
63
|
%
|
|
|
|||
Gross profit
|
$
|
61,066
|
|
|
$
|
27,139
|
|
|
125
|
%
|
Headcount (at period end):
|
|
|
|
|
|
|||||
Subscription
|
83
|
|
|
30
|
|
|
177
|
%
|
||
Professional services and other
|
67
|
|
|
36
|
|
|
86
|
%
|
||
Total headcount
|
150
|
|
|
66
|
|
|
127
|
%
|
|
Fiscal Year Ended June 30,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Sales and marketing
|
$
|
34,123
|
|
|
$
|
19,334
|
|
|
76
|
%
|
Percentage of revenues
|
37
|
%
|
|
45
|
%
|
|
|
|||
Headcount (at period end)
|
140
|
|
|
72
|
|
|
94
|
%
|
|
Fiscal Year Ended June 30,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Research and development
|
$
|
7,004
|
|
|
$
|
7,194
|
|
|
(3
|
)%
|
Percentage of revenues
|
8
|
%
|
|
17
|
%
|
|
|
|||
Headcount (at period end)
|
44
|
|
|
28
|
|
|
57
|
%
|
|
Fiscal Year Ended June 30,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
General and administrative
|
$
|
9,379
|
|
|
$
|
28,810
|
|
|
(67
|
)%
|
Percentage of revenues
|
10
|
%
|
|
66
|
%
|
|
|
|||
Headcount (at period end)
|
41
|
|
|
12
|
|
|
242
|
%
|
|
Fiscal Year Ended June 30,
|
|
% Change
|
||||||
|
2011
|
|
2010
|
|
|||||
|
(dollars in thousands)
|
|
|
||||||
Interest and other income (expense), net
|
$
|
606
|
|
|
$
|
(1,226
|
)
|
|
NM
|
Percentage of revenues
|
—
|
|
|
(3
|
)%
|
|
|
|
Fiscal Year Ended June 30,
|
|
% Change
|
|||||||
|
2011
|
|
2010
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Income before income taxes
|
$
|
11,166
|
|
|
$
|
(29,425
|
)
|
|
NM
|
|
Provision for income taxes
|
1,336
|
|
|
280
|
|
|
377
|
%
|
||
Effective tax rate
|
12
|
%
|
|
(1
|
)%
|
|
|
|
For the Three Months Ended
|
||||||||||||||||||||||||||||||
|
Dec 31,
2012
|
|
Sep 30,
2012
|
|
June 30,
2012
|
|
March 31,
2012
|
|
Dec 31,
2011
|
|
Sep 30,
2011
|
|
June 30,
2011
|
|
March 31,
2011
|
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
62,886
|
|
|
$
|
55,279
|
|
|
$
|
46,820
|
|
|
$
|
39,541
|
|
|
$
|
34,555
|
|
|
$
|
30,331
|
|
|
$
|
24,776
|
|
|
$
|
21,224
|
|
Professional services and other
|
12,276
|
|
|
9,066
|
|
|
9,954
|
|
|
7,890
|
|
|
4,623
|
|
|
3,866
|
|
|
4,709
|
|
|
3,988
|
|
||||||||
Total revenues
|
75,162
|
|
|
64,345
|
|
|
56,774
|
|
|
47,431
|
|
|
39,178
|
|
|
34,197
|
|
|
29,485
|
|
|
25,212
|
|
||||||||
Cost of revenues
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
20,076
|
|
|
17,931
|
|
|
14,239
|
|
|
11,012
|
|
|
8,750
|
|
|
6,323
|
|
|
4,764
|
|
|
4,451
|
|
||||||||
Professional services and other
|
12,232
|
|
|
9,643
|
|
|
8,652
|
|
|
10,224
|
|
|
7,241
|
|
|
5,609
|
|
|
4,723
|
|
|
4,763
|
|
||||||||
Total cost of revenues
|
32,308
|
|
|
27,574
|
|
|
22,891
|
|
|
21,236
|
|
|
15,991
|
|
|
11,932
|
|
|
9,487
|
|
|
9,214
|
|
||||||||
Gross profit
|
42,854
|
|
|
36,771
|
|
|
33,883
|
|
|
26,195
|
|
|
23,187
|
|
|
22,265
|
|
|
19,998
|
|
|
15,998
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
|
29,481
|
|
|
28,140
|
|
|
26,909
|
|
|
19,307
|
|
|
18,521
|
|
|
13,980
|
|
|
12,086
|
|
|
8,309
|
|
||||||||
Research and development
|
13,235
|
|
|
10,783
|
|
|
9,272
|
|
|
6,043
|
|
|
4,273
|
|
|
2,757
|
|
|
2,361
|
|
|
1,885
|
|
||||||||
General and administrative
|
9,676
|
|
|
11,195
|
|
|
6,819
|
|
|
6,427
|
|
|
5,575
|
|
|
4,509
|
|
|
3,282
|
|
|
2,680
|
|
||||||||
Total operating expenses
|
52,392
|
|
|
50,118
|
|
|
43,000
|
|
|
31,777
|
|
|
28,369
|
|
|
21,246
|
|
|
17,729
|
|
|
12,874
|
|
||||||||
Income (loss) from operations
|
(9,538
|
)
|
|
(13,347
|
)
|
|
(9,117
|
)
|
|
(5,582
|
)
|
|
(5,182
|
)
|
|
1,019
|
|
|
2,269
|
|
|
3,124
|
|
||||||||
Interest and other income (expense), net
|
456
|
|
|
615
|
|
|
41
|
|
|
492
|
|
|
(717
|
)
|
|
(729
|
)
|
|
65
|
|
|
252
|
|
||||||||
Income (loss) before provision for income taxes
|
(9,082
|
)
|
|
(12,732
|
)
|
|
(9,076
|
)
|
|
(5,090
|
)
|
|
(5,899
|
)
|
|
290
|
|
|
2,334
|
|
|
3,376
|
|
||||||||
Provision for income taxes
|
849
|
|
|
321
|
|
|
(352
|
)
|
|
550
|
|
|
906
|
|
|
169
|
|
|
298
|
|
|
385
|
|
||||||||
Net income (loss)
|
$
|
(9,931
|
)
|
|
$
|
(13,053
|
)
|
|
$
|
(8,724
|
)
|
|
$
|
(5,640
|
)
|
|
$
|
(6,805
|
)
|
|
$
|
121
|
|
|
$
|
2,036
|
|
|
$
|
2,991
|
|
Net income (loss) per share attributable to common stockholder - Basic
|
$
|
(9,931
|
)
|
|
$
|
(13,053
|
)
|
|
$
|
(8,878
|
)
|
|
$
|
(5,794
|
)
|
|
$
|
(6,960
|
)
|
|
$
|
(36
|
)
|
|
$
|
358
|
|
|
$
|
516
|
|
Net income (loss) per share attributable to common stockholder - Diluted
|
$
|
(9,931
|
)
|
|
$
|
(13,053
|
)
|
|
$
|
(8,878
|
)
|
|
$
|
(5,794
|
)
|
|
$
|
(6,960
|
)
|
|
$
|
(10
|
)
|
|
$
|
491
|
|
|
$
|
716
|
|
Basic
|
$
|
(0.08
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
(0.08
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
Year Ended December 31,
|
|
Six Months Ended
December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
48,766
|
|
|
$
|
39,977
|
|
|
$
|
13,220
|
|
|
$
|
10,711
|
|
|
$
|
37,468
|
|
|
$
|
(7,532
|
)
|
Net cash used in investing activities
|
(239,149
|
)
|
|
(14,485
|
)
|
|
(7,959
|
)
|
|
(1,857
|
)
|
|
(8,383
|
)
|
|
(1,455
|
)
|
||||||
Net cash provided by financing activities
|
241,839
|
|
|
3,159
|
|
|
2,154
|
|
|
222
|
|
|
1,227
|
|
|
30,672
|
|
||||||
Net increase in cash and cash equivalents, net of impact of exchange rates on cash
|
50,901
|
|
|
29,631
|
|
|
8,235
|
|
|
9,055
|
|
|
30,451
|
|
|
21,614
|
|
•
|
the growth of our sales and marketing and professional services efforts;
|
•
|
support of our sales and marketing efforts related to our current and future services and applications, including expansion of our direct sales force and support resources both in the United States and abroad;
|
•
|
the continued advancement of research and development; and
|
•
|
the expansion and buildout of our facilities, including costs of leasing additional facilities.
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less
Than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More
Than
5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Data centers
(1)
|
$
|
13,077
|
|
|
$
|
7,474
|
|
|
$
|
5,603
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Facilities space
(2)
|
98,213
|
|
|
6,251
|
|
|
21,759
|
|
|
22,776
|
|
|
47,427
|
|
|||||
Total operating leases
|
$
|
111,290
|
|
|
$
|
13,725
|
|
|
$
|
27,362
|
|
|
$
|
22,776
|
|
|
$
|
47,427
|
|
(1)
|
Operating leases for data centers represent our principal commitment for co-location facilities for data center capacity.
|
(2)
|
Operating leases for facilities space represents our principal commitments, which consists of obligations under leases for office space. Lease commitments of
$9.9 million
related to the lease for our former San Diego office are also included in the table above.
|
•
|
There is persuasive evidence of an arrangement;
|
•
|
The service has been provided to the customer;
|
•
|
The collection of related fees is reasonably assured; and
|
•
|
The amount of fees to be paid by the customer is fixed or determinable.
|
|
As of and for the Fiscal Year Ended
June 30, 2011
|
||||||||||
|
As
Reported
|
|
Under
Previous
Accounting
Guidance
|
|
Impact of
Adoption of
ASU 2009-13
|
||||||
Total deferred revenue
|
$
|
74,646
|
|
|
$
|
81,036
|
|
|
$
|
(6,390
|
)
|
Revenues:
|
|
|
|
|
|
||||||
Subscription
|
$
|
79,191
|
|
|
$
|
78,305
|
|
|
$
|
886
|
|
Professional services and other
|
13,450
|
|
|
7,946
|
|
|
5,504
|
|
|||
Total revenues
|
$
|
92,641
|
|
|
$
|
86,251
|
|
|
$
|
6,390
|
|
•
|
Fair value of our common stock
: Because our stock was not publicly traded prior to our initial public offering, we estimated the fair value of our common stock, as discussed in “Common Stock Valuations” below. Following our initial public offering in June 2012, our common stock was valued by reference to its publicly traded price.
|
•
|
Expected volatility
: We use the historic volatility of publicly traded peer companies as an estimate for our expected volatility. In considering peer companies, we assess characteristics such as industry, stage of development, size, and financial leverage. For each period, the peer group of publicly traded companies used to determine expected volatility was the same as the peer group used to determine the fair value of our common stock. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price becomes available.
|
•
|
Expected term
: We estimate the expected term using the simplified method due to the lack of historical exercise activity for our company. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award.
|
•
|
Risk-free interest rate
: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the stock-based award.
|
•
|
Dividend yield
: Our expected dividend yield is zero, as we have not and do not currently intend to declare dividends in the foreseeable future.
|
•
|
contemporaneous independent valuations performed at periodic intervals;
|
•
|
the prices, rights, preferences and privileges of our convertible preferred stock relative to the common stock;
|
•
|
recent sales of our common stock;
|
•
|
our operating and financial performance and forecast;
|
•
|
current business conditions;
|
•
|
the hiring of key personnel;
|
•
|
our stage of development;
|
•
|
the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of our company, given prevailing market conditions;
|
•
|
any adjustment necessary to recognize a lack of marketability for our common stock;
|
•
|
the market performance of comparable publicly traded technology companies;
|
•
|
mergers and acquisition activity in our industry; and
|
•
|
the U.S. and global capital market conditions.
|
•
|
initial public offering, or IPO;
|
•
|
strategic merger or sale;
|
•
|
remaining a private company; and
|
•
|
dissolution.
|
ITEM 7A.
|
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
|
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
118,989
|
|
|
$
|
68,088
|
|
Restricted cash
|
—
|
|
|
45
|
|
||
Short-term investments
|
195,702
|
|
|
—
|
|
||
Accounts receivable, net
|
78,163
|
|
|
44,860
|
|
||
Current portion of deferred commissions
|
14,979
|
|
|
6,087
|
|
||
Prepaid expenses and other current assets
|
13,596
|
|
|
9,883
|
|
||
Current portion of deferred tax assets
|
660
|
|
|
1,544
|
|
||
Total current assets
|
422,089
|
|
|
130,507
|
|
||
Deferred commissions, less current portion
|
11,296
|
|
|
4,597
|
|
||
Property and equipment, net
|
42,342
|
|
|
20,695
|
|
||
Other assets
|
2,387
|
|
|
524
|
|
||
Total assets
|
$
|
478,114
|
|
|
$
|
156,323
|
|
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
9,604
|
|
|
$
|
9,411
|
|
Accrued expenses and other current liabilities
|
48,042
|
|
|
25,608
|
|
||
Current portion of deferred revenue
|
153,964
|
|
|
91,087
|
|
||
Current portion of deferred rent
|
17
|
|
|
455
|
|
||
Total current liabilities
|
211,627
|
|
|
126,561
|
|
||
Deferred revenue, less current portion
|
16,397
|
|
|
13,549
|
|
||
Deferred rent, less current portion
|
1,148
|
|
|
2,935
|
|
||
Other long-term liabilities
|
5,537
|
|
|
2,532
|
|
||
Total liabilities
|
234,709
|
|
|
145,577
|
|
||
Commitments and contingencies
|
|
|
|
|
|||
Convertible preferred stock, $0.001 par value; no shares authorized, issued and outstanding at December 31, 2012 and 11,354,473 shares authorized; 10,462,877 issued and outstanding at December 31, 2011; liquidation preference of $68,610 at December 31, 2011
|
—
|
|
|
68,172
|
|
||
Stockholders’ equity (deficit):
|
|
|
|
||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock $0.001 par value; 600,000,000 shares authorized; 126,367,700 and 22,229,978 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
126
|
|
|
22
|
|
||
Additional paid-in capital
|
348,803
|
|
|
9,793
|
|
||
Accumulated other comprehensive income (loss)
|
(36
|
)
|
|
899
|
|
||
Accumulated deficit
|
(105,488
|
)
|
|
(68,140
|
)
|
||
Total stockholders’ equity (deficit)
|
243,405
|
|
|
(57,426
|
)
|
||
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
|
$
|
478,114
|
|
|
$
|
156,323
|
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Years Ended June 30,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription
|
$
|
204,526
|
|
|
$
|
64,886
|
|
|
$
|
33,191
|
|
|
$
|
79,191
|
|
|
$
|
40,078
|
|
Professional services and other
|
39,186
|
|
|
8,489
|
|
|
4,753
|
|
|
13,450
|
|
|
3,251
|
|
|||||
Total revenues
|
243,712
|
|
|
73,375
|
|
|
37,944
|
|
|
92,641
|
|
|
43,329
|
|
|||||
Cost of revenues
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription
|
63,258
|
|
|
15,073
|
|
|
6,096
|
|
|
15,311
|
|
|
6,378
|
|
|||||
Professional services and other
|
40,751
|
|
|
12,850
|
|
|
6,778
|
|
|
16,264
|
|
|
9,812
|
|
|||||
Total cost of revenues
|
104,009
|
|
|
27,923
|
|
|
12,874
|
|
|
31,575
|
|
|
16,190
|
|
|||||
Gross profit
|
139,703
|
|
|
45,452
|
|
|
25,070
|
|
|
61,066
|
|
|
27,139
|
|
|||||
Operating expenses
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and marketing
|
103,837
|
|
|
32,501
|
|
|
13,728
|
|
|
34,123
|
|
|
19,334
|
|
|||||
Research and development
|
39,333
|
|
|
7,030
|
|
|
2,758
|
|
|
7,004
|
|
|
7,194
|
|
|||||
General and administrative
|
34,117
|
|
|
10,084
|
|
|
3,417
|
|
|
9,379
|
|
|
28,810
|
|
|||||
Total operating expenses
|
177,287
|
|
|
49,615
|
|
|
19,903
|
|
|
50,506
|
|
|
55,338
|
|
|||||
Income (loss) from operations
|
(37,584
|
)
|
|
(4,163
|
)
|
|
5,167
|
|
|
10,560
|
|
|
(28,199
|
)
|
|||||
Interest and other income (expense), net
|
1,604
|
|
|
(1,446
|
)
|
|
289
|
|
|
606
|
|
|
(1,226
|
)
|
|||||
Income (loss) before provision for income taxes
|
(35,980
|
)
|
|
(5,609
|
)
|
|
5,456
|
|
|
11,166
|
|
|
(29,425
|
)
|
|||||
Provision for income taxes
|
1,368
|
|
|
1,075
|
|
|
653
|
|
|
1,336
|
|
|
280
|
|
|||||
Net income (loss)
|
$
|
(37,348
|
)
|
|
$
|
(6,684
|
)
|
|
$
|
4,803
|
|
|
$
|
9,830
|
|
|
$
|
(29,705
|
)
|
Net income (loss) attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(37,656
|
)
|
|
$
|
(6,996
|
)
|
|
$
|
762
|
|
|
$
|
1,639
|
|
|
$
|
(30,345
|
)
|
Diluted
|
$
|
(37,656
|
)
|
|
$
|
(6,996
|
)
|
|
$
|
1,111
|
|
|
$
|
2,310
|
|
|
$
|
(30,345
|
)
|
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.51
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.04
|
|
|
$
|
0.09
|
|
|
$
|
(1.31
|
)
|
Diluted
|
$
|
(0.51
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.04
|
|
|
$
|
0.08
|
|
|
$
|
(1.31
|
)
|
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
73,908,631
|
|
|
21,104,219
|
|
|
17,156,445
|
|
|
18,163,977
|
|
|
23,157,576
|
|
|||||
Diluted
|
73,908,631
|
|
|
21,104,219
|
|
|
27,622,357
|
|
|
28,095,486
|
|
|
23,157,576
|
|
|||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
$
|
(830
|
)
|
|
$
|
807
|
|
|
$
|
(49
|
)
|
|
$
|
167
|
|
|
$
|
(43
|
)
|
Unrealized loss on investments
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Provision for (benefit from) income taxes
|
—
|
|
|
26
|
|
|
(14
|
)
|
|
57
|
|
|
(15
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
(935
|
)
|
|
781
|
|
|
(35
|
)
|
|
110
|
|
|
(28
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(38,283
|
)
|
|
$
|
(5,903
|
)
|
|
$
|
4,768
|
|
|
$
|
9,940
|
|
|
$
|
(29,733
|
)
|
(1)
|
Includes stock-based compensation as follows:
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Years Ended June 30,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
||||||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription
|
$
|
3,929
|
|
|
$
|
674
|
|
|
$
|
225
|
|
|
$
|
548
|
|
|
$
|
48
|
|
Professional services and other
|
1,574
|
|
|
193
|
|
|
37
|
|
|
117
|
|
|
28
|
|
|||||
Sales and marketing
|
10,189
|
|
|
2,010
|
|
|
431
|
|
|
1,004
|
|
|
277
|
|
|||||
Research and development
|
6,496
|
|
|
704
|
|
|
207
|
|
|
468
|
|
|
90
|
|
|||||
General and administrative
|
5,749
|
|
|
2,056
|
|
|
221
|
|
|
817
|
|
|
102
|
|
|
Series C
Redeemable
Convertible
Preferred Stock
|
|
Series A
Redeemable
Convertible
Preferred Stock
|
|
Series B
Redeemable
Convertible
Preferred Stock
|
|
Series D
Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
(Deficit)
|
|||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
Balance at June 30, 2009
|
983,606
|
|
|
$
|
5,911
|
|
|
2,500,000
|
|
|
$
|
3,298
|
|
|
3,988,636
|
|
|
$
|
6,133
|
|
|
—
|
|
|
$
|
—
|
|
|
|
32,966,984
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
(21,759
|
)
|
|
$
|
36
|
|
|
$
|
(21,690
|
)
|
Stock option exercises
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
7,036,768
|
|
|
$
|
7
|
|
|
$
|
234
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
241
|
|
Buyback and retirement of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(23,510,264
|
)
|
|
(24
|
)
|
|
(779
|
)
|
|
(19,182
|
)
|
|
—
|
|
|
(19,985
|
)
|
|||||||||
Issuance of series D convertible preferred stock, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,990,635
|
|
|
51,245
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
545
|
|
|
—
|
|
|
—
|
|
|
545
|
|
|||||||||
Accretion of preferred stock dividends and issuance costs
|
—
|
|
|
19
|
|
|
—
|
|
|
206
|
|
|
—
|
|
|
415
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(640
|
)
|
|
—
|
|
|
(640
|
)
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,705
|
)
|
|
—
|
|
|
(29,705
|
)
|
|||||||||
Balance at June 30, 2010
|
983,606
|
|
|
$
|
5,930
|
|
|
2,500,000
|
|
|
$
|
3,504
|
|
|
3,988,636
|
|
|
$
|
6,548
|
|
|
2,990,635
|
|
|
$
|
51,245
|
|
|
|
16,493,488
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
(71,286
|
)
|
|
$
|
8
|
|
|
$
|
(71,262
|
)
|
Stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4,279,456
|
|
|
5
|
|
|
441
|
|
|
—
|
|
|
—
|
|
|
446
|
|
|||||||||
Tax benefit from exercise of nonqualified stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|||||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,954
|
|
|
—
|
|
|
—
|
|
|
2,954
|
|
|||||||||
Accretion of preferred stock dividends and issuance costs
|
—
|
|
|
18
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
415
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(633
|
)
|
|
—
|
|
|
—
|
|
|
(633
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
110
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,830
|
|
|
—
|
|
|
9,830
|
|
|||||||||
Balance at June 30, 2011
|
983,606
|
|
|
$
|
5,948
|
|
|
2,500,000
|
|
|
$
|
3,704
|
|
|
3,988,636
|
|
|
$
|
6,963
|
|
|
2,990,635
|
|
|
$
|
51,245
|
|
|
|
20,772,944
|
|
|
$
|
21
|
|
|
$
|
2,936
|
|
|
$
|
(61,456
|
)
|
|
$
|
118
|
|
|
$
|
(58,381
|
)
|
|
Series C
Redeemable
Convertible
Preferred Stock
|
|
Series A
Redeemable
Convertible
Preferred Stock
|
|
Series B
Redeemable
Convertible
Preferred Stock
|
|
Series D
Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
(Deficit)
|
|||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
Stock option exercises
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
1,469,118
|
|
|
$
|
1
|
|
|
$
|
1,283
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,284
|
|
Tax benefit from exercise of nonqualified stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||||||
Buyback of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(12,084
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,637
|
|
|
—
|
|
|
—
|
|
|
5,637
|
|
|||||||||
Accretion of preferred stock dividends and issuance costs
|
—
|
|
|
9
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
781
|
|
|
781
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,684
|
)
|
|
—
|
|
|
(6,684
|
)
|
|||||||||
Balance at December 31, 2011
|
983,606
|
|
|
$
|
5,957
|
|
|
2,500,000
|
|
|
$
|
3,805
|
|
|
3,988,636
|
|
|
$
|
7,165
|
|
|
2,990,635
|
|
|
$
|
51,245
|
|
|
|
22,229,978
|
|
|
$
|
22
|
|
|
$
|
9,793
|
|
|
$
|
(68,140
|
)
|
|
$
|
899
|
|
|
$
|
(57,426
|
)
|
|
Series C
Redeemable
Convertible
Preferred Stock
|
|
Series A
Redeemable
Convertible
Preferred Stock
|
|
Series B
Redeemable
Convertible
Preferred Stock
|
|
Series D
Convertible
Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
(Deficit)
|
|||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
Issuance of common stock upon initial public offering, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10,350,000
|
|
|
10
|
|
|
169,774
|
|
|
—
|
|
|
—
|
|
|
169,784
|
|
|||||||||
Conversion of preferred stock to common stock upon initial public offering
|
(983,606
|
)
|
|
(5,966
|
)
|
|
(2,500,000
|
)
|
|
(3,905
|
)
|
|
(3,988,636
|
)
|
|
(7,364
|
)
|
|
(2,990,635
|
)
|
|
(51,245
|
)
|
|
|
83,703,016
|
|
|
84
|
|
|
68,396
|
|
|
—
|
|
|
—
|
|
|
68,480
|
|
|||||||||
Issuance of common stock upon follow-on offering, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,897,500
|
|
|
2
|
|
|
49,848
|
|
|
—
|
|
|
—
|
|
|
49,850
|
|
|||||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6,654,558
|
|
|
6
|
|
|
4,047
|
|
|
—
|
|
|
—
|
|
|
4,053
|
|
|||||||||
Issuance of common stock to third party investors, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,750,980
|
|
|
2
|
|
|
17,846
|
|
|
—
|
|
|
—
|
|
|
17,848
|
|
|||||||||
Tax benefit from exercise of nonqualified stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,694
|
|
|
—
|
|
|
—
|
|
|
1,694
|
|
|||||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,606
|
|
|
—
|
|
|
—
|
|
|
1,606
|
|
|||||||||
Buyback of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(34,168
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Buyback and retirement of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(184,164
|
)
|
|
—
|
|
|
(1,960
|
)
|
|
—
|
|
|
—
|
|
|
(1,960
|
)
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
28,067
|
|
|
—
|
|
|
—
|
|
|
28,067
|
|
|||||||||
Accretion of preferred stock dividends and issuance costs
|
—
|
|
|
9
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(935
|
)
|
|
(935
|
)
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,348
|
)
|
|
—
|
|
|
(37,348
|
)
|
|||||||||
Balance at December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
126,367,700
|
|
|
$
|
126
|
|
|
$
|
348,803
|
|
|
$
|
(105,488
|
)
|
|
$
|
(36
|
)
|
|
$
|
243,405
|
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Years Ended June 30,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(37,348
|
)
|
|
$
|
(6,684
|
)
|
|
$
|
4,803
|
|
|
$
|
9,830
|
|
|
$
|
(29,705
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
13,506
|
|
|
2,045
|
|
|
502
|
|
|
1,472
|
|
|
369
|
|
|||||
Amortization of premiums on short-term investments, net
|
1,337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of deferred commissions
|
13,710
|
|
|
3,492
|
|
|
1,642
|
|
|
4,023
|
|
|
2,189
|
|
|||||
Stock-based compensation
|
27,937
|
|
|
5,637
|
|
|
1,121
|
|
|
2,954
|
|
|
545
|
|
|||||
Tax benefit from exercise of stock options
|
(1,694
|
)
|
|
(41
|
)
|
|
(117
|
)
|
|
(138
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
(746
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Expense for preferred stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702
|
|
|||||
Bad debt expense
|
384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|||||
(Gain) loss on disposal of property and equipment
|
(1
|
)
|
|
72
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|||||
Lease abandonment costs
|
2,467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
(33,341
|
)
|
|
(20,365
|
)
|
|
(7,631
|
)
|
|
(14,762
|
)
|
|
(5,176
|
)
|
|||||
Deferred commissions
|
(29,175
|
)
|
|
(8,313
|
)
|
|
(2,180
|
)
|
|
(5,568
|
)
|
|
(5,271
|
)
|
|||||
Prepaid expenses and other current assets
(1)
|
(2,537
|
)
|
|
(1,355
|
)
|
|
(560
|
)
|
|
(2,872
|
)
|
|
(4,851
|
)
|
|||||
Other assets
|
(367
|
)
|
|
(90
|
)
|
|
(88
|
)
|
|
(308
|
)
|
|
(91
|
)
|
|||||
Accounts payable
|
4,887
|
|
|
1,490
|
|
|
(845
|
)
|
|
254
|
|
|
912
|
|
|||||
Accrued expenses and other current liabilities
|
22,948
|
|
|
6,921
|
|
|
1,569
|
|
|
5,438
|
|
|
8,901
|
|
|||||
Deferred rent
|
(2,227
|
)
|
|
(151
|
)
|
|
(57
|
)
|
|
3,179
|
|
|
(85
|
)
|
|||||
Deferred revenue
|
64,845
|
|
|
29,990
|
|
|
12,557
|
|
|
33,915
|
|
|
23,953
|
|
|||||
Other long-term liabilities
|
4,181
|
|
|
572
|
|
|
(5
|
)
|
|
(9
|
)
|
|
12
|
|
|||||
Net cash provided by (used in) operating activities
|
48,766
|
|
|
13,220
|
|
|
10,711
|
|
|
37,468
|
|
|
(7,532
|
)
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(42,066
|
)
|
|
(7,959
|
)
|
|
(2,057
|
)
|
|
(8,733
|
)
|
|
(1,584
|
)
|
|||||
Purchases of short-term investments
|
(240,626
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Sale of short-term investments
|
1,025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Maturities of short-term investments
|
42,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted cash
|
45
|
|
|
—
|
|
|
200
|
|
|
350
|
|
|
129
|
|
|||||
Net cash used in investing activities
|
(239,149
|
)
|
|
(7,959
|
)
|
|
(1,857
|
)
|
|
(8,383
|
)
|
|
(1,455
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net proceeds from initial public offering
|
169,784
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net proceeds from follow-on offering
|
50,561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from exercise of stock options
|
2,963
|
|
|
1,284
|
|
|
105
|
|
|
446
|
|
|
241
|
|
|||||
Proceeds from early exercise of stock options
|
949
|
|
|
844
|
|
|
—
|
|
|
643
|
|
|
—
|
|
|||||
Tax benefit from exercise of stock options
|
1,694
|
|
|
41
|
|
|
117
|
|
|
138
|
|
|
—
|
|
|||||
Net proceeds from issuance of convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,245
|
|
|||||
Net proceeds from issuance of common stock
|
17,848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchases of common stock and restricted stock from stockholders
|
(1,960
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(20,814
|
)
|
|||||
Net cash provided by financing activities
|
241,839
|
|
|
2,154
|
|
|
222
|
|
|
1,227
|
|
|
30,672
|
|
|||||
Foreign currency effect on cash and cash equivalents
|
(555
|
)
|
|
820
|
|
|
(21
|
)
|
|
139
|
|
|
(71
|
)
|
|||||
Net increase in cash and cash equivalents
|
50,901
|
|
|
8,235
|
|
|
9,055
|
|
|
30,451
|
|
|
21,614
|
|
|||||
Cash at beginning of period
|
68,088
|
|
|
59,853
|
|
|
29,402
|
|
|
29,402
|
|
|
7,788
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
118,989
|
|
|
$
|
68,088
|
|
|
$
|
38,457
|
|
|
$
|
59,853
|
|
|
$
|
29,402
|
|
Supplemental disclosures of other cash flow information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest paid
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
10
|
|
Taxes paid
|
1,524
|
|
|
360
|
|
|
—
|
|
|
1,403
|
|
|
4
|
|
|||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Conversion of preferred stock to common stock
|
$
|
68,480
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Property and equipment included in accounts payable and accrued expenses
|
1,234
|
|
|
6,296
|
|
|
369
|
|
|
756
|
|
|
196
|
|
|||||
Property and equipment acquired under capital leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Exercise of stock options included in prepaid and other assets
|
1,089
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Vesting of early exercised stock options
|
1,606
|
|
|
208
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|||||
Accretion of preferred stock dividends and issuance costs
|
308
|
|
|
312
|
|
|
320
|
|
|
633
|
|
|
640
|
|
|||||
Offering costs not yet paid
|
711
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Includes $5.3 million payment received from our founder during the
year ended
December 31, 2012
. Refer to Note 16.
|
•
|
There is persuasive evidence of an arrangement;
|
•
|
The service has been provided to the customer;
|
•
|
The collection of related fees is reasonably assured; and
|
•
|
The amount of fees to be paid by the customer is fixed or determinable.
|
|
As of and for the Fiscal Year Ended
June 30, 2011
|
||||||||||
|
As Reported
|
|
Under
Previous
Accounting
Guidance
|
|
Impact of
Adoption of
ASU 2009-13
|
||||||
Total deferred revenue
|
$
|
74,646
|
|
|
$
|
81,036
|
|
|
$
|
(6,390
|
)
|
Revenues:
|
|
|
|
|
|
||||||
Subscription
|
$
|
79,191
|
|
|
$
|
78,305
|
|
|
$
|
886
|
|
Professional services and other
|
13,450
|
|
|
7,946
|
|
|
5,504
|
|
|||
Total revenues
|
$
|
92,641
|
|
|
$
|
86,251
|
|
|
$
|
6,390
|
|
Computer equipment and software
|
|
3—5 years
|
Furniture and fixtures
|
|
3—5 years
|
Leasehold improvements
|
|
shorter of the lease term or estimated useful life
|
Balance at January 1, 2012
|
$
|
—
|
|
Additions: Charged to operations
|
570
|
|
|
Additions: Charged to Deferred Revenue
|
172
|
|
|
Less: Write-offs
|
—
|
|
|
Balance at December 31, 2012
|
$
|
742
|
|
Balance at January 1, 2012
|
$
|
250
|
|
Additions: Charged against revenue
|
1,574
|
|
|
Less: Usage
|
628
|
|
|
Balance at December 31, 2012
|
$
|
1,196
|
|
|
December 31, 2012
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
72,850
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
72,835
|
|
Corporate notes and bonds
|
158,038
|
|
|
8
|
|
|
(98
|
)
|
|
157,948
|
|
||||
U.S. government agency securities
|
1,001
|
|
|
—
|
|
|
—
|
|
|
1,001
|
|
||||
Total available-for-sale securities
|
$
|
231,889
|
|
|
$
|
8
|
|
|
$
|
(113
|
)
|
|
$
|
231,784
|
|
|
December 31, 2012
|
||||||
|
Fair Value
|
|
Gross Unrealized
Losses
|
||||
Commercial paper
|
$
|
36,753
|
|
|
$
|
(15
|
)
|
Corporate notes and bonds
|
137,558
|
|
|
(98
|
)
|
||
Total
|
$
|
174,311
|
|
|
$
|
(113
|
)
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Founder’s receivable
|
$
|
—
|
|
|
$
|
5,267
|
|
Other receivables
|
6,317
|
|
|
305
|
|
||
Other
|
7,279
|
|
|
4,311
|
|
||
Total prepaid expenses and other current assets
|
$
|
13,596
|
|
|
$
|
9,883
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Computer equipment and software
|
$
|
46,541
|
|
|
$
|
16,586
|
|
Furniture and fixtures
|
4,691
|
|
|
1,755
|
|
||
Leasehold improvements
|
2,649
|
|
|
2,795
|
|
||
Construction in progress
|
4,855
|
|
|
3,740
|
|
||
|
58,736
|
|
|
24,876
|
|
||
Less: accumulated depreciation
|
(16,394
|
)
|
|
(4,181
|
)
|
||
Total property and equipment, net
|
$
|
42,342
|
|
|
$
|
20,695
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Taxes payable
|
$
|
1,941
|
|
|
$
|
7,399
|
|
Bonuses and commissions
|
10,999
|
|
|
6,080
|
|
||
Accrued compensation
|
18,392
|
|
|
3,570
|
|
||
Accrued third-party professional services
|
951
|
|
|
1,919
|
|
||
Other employee expenses
|
7,796
|
|
|
1,809
|
|
||
Current portion of facility exit obligation
|
1,515
|
|
|
—
|
|
||
Other
|
6,448
|
|
|
4,831
|
|
||
Total accrued expenses and other current liabilities
|
$
|
48,042
|
|
|
$
|
25,608
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Foreign currency translation adjustment
|
$
|
69
|
|
|
$
|
899
|
|
Net unrealized loss on investments
|
(105
|
)
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
$
|
(36
|
)
|
|
$
|
899
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
35,429
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,429
|
|
Commercial paper
|
—
|
|
|
36,082
|
|
|
—
|
|
|
36,082
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
—
|
|
|
36,753
|
|
|
—
|
|
|
36,753
|
|
||||
Corporate notes and bonds
|
—
|
|
|
157,948
|
|
|
—
|
|
|
157,948
|
|
||||
U.S. government agency securities
|
—
|
|
|
1,001
|
|
|
—
|
|
|
1,001
|
|
||||
Total
|
$
|
35,429
|
|
|
$
|
231,784
|
|
|
$
|
—
|
|
|
$
|
267,213
|
|
|
Level 3
|
||
Balance at June 30, 2009
|
$
|
128
|
|
Interest and other income (expense), net for change in fair value of preferred stock warrants
|
702
|
|
|
Net settlement of preferred stock warrant liability
|
(830
|
)
|
|
Balance at June 30, 2010
|
$
|
—
|
|
Date of Issuance
|
Shares Authorized
|
|
Shares Issued and Outstanding
|
|
Aggregate Liquidation Preference
|
||||
Series C
|
983,606
|
|
|
983,606
|
|
|
$
|
6,000
|
|
Series A
|
2,500,000
|
|
|
2,500,000
|
|
|
3,805
|
||
Series B
|
4,040,488
|
|
|
3,988,636
|
|
|
7,165
|
||
Series D
|
3,830,379
|
|
|
2,990,635
|
|
|
51,640
|
||
|
11,354,473
|
|
|
10,462,877
|
|
|
$
|
68,610
|
|
|
Series A
|
|
Series B
|
|
Series C
|
|
Total
|
||||||||
Years Ended December 31,
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2013
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2014
|
216
|
|
|
410
|
|
|
2,000
|
|
|
2,626
|
|
||||
2015
|
2,263
|
|
|
4,304
|
|
|
2,000
|
|
|
8,567
|
|
||||
2016
|
2,107
|
|
|
4,013
|
|
|
2,000
|
|
|
8,120
|
|
||||
Total redemption requirements
|
$
|
4,586
|
|
|
$
|
8,727
|
|
|
$
|
6,000
|
|
|
$
|
19,313
|
|
|
December 31, 2012
|
|
Stock option plan:
|
|
|
Options outstanding
|
36,115,460
|
|
RSUs
|
1,457,870
|
|
Stock awards available for future grants:
|
|
|
2005 Stock Option Plan
(1)
|
—
|
|
2012 Equity Incentive Plan
(1)
|
11,377,630
|
|
2012 Employee Stock Purchase Plan
(1)
|
5,000,000
|
|
Total reserved shares of common stock for future issuance
|
53,950,960
|
|
(1)
|
Refer to Note 12 for a description of these plans.
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding at June 30, 2009
|
19,164,000
|
|
|
$
|
0.07
|
|
|
|
|
|
||
Granted
|
4,684,000
|
|
|
1.00
|
|
|
|
|
||||
Exercised
|
(7,036,768
|
)
|
|
0.03
|
|
|
|
$
|
10,054
|
|
||
Forfeited
|
(290,248
|
)
|
|
0.41
|
|
|
|
|
||||
Outstanding at June 30, 2010
|
16,520,984
|
|
|
0.34
|
|
|
|
|
||||
Granted
|
15,402,456
|
|
|
2.15
|
|
|
|
|
||||
Exercised
|
(4,279,456
|
)
|
|
0.25
|
|
|
|
$
|
7,489
|
|
||
Forfeited
|
(867,590
|
)
|
|
0.87
|
|
|
|
|
||||
Cancelled
|
(450,000
|
)
|
|
0.18
|
|
|
|
|
||||
Outstanding at June 30, 2011
|
26,326,394
|
|
|
1.40
|
|
|
|
|
||||
Granted
|
17,055,120
|
|
|
3.29
|
|
|
|
|
||||
Exercised
|
(1,469,118
|
)
|
|
1.45
|
|
|
|
$
|
2,380
|
|
||
Forfeited
|
(2,310,756
|
)
|
|
1.61
|
|
|
|
|
||||
Outstanding at December 31, 2011
|
39,601,640
|
|
|
2.20
|
|
|
|
|
||||
Granted
|
7,695,730
|
|
|
15.03
|
|
|
|
|
||||
Exercised
|
(6,654,558
|
)
|
|
0.76
|
|
|
|
$
|
84,215
|
|
||
Forfeited
|
(4,187,185
|
)
|
|
3.47
|
|
|
|
|
||||
Cancelled
|
(340,167
|
)
|
|
1.90
|
|
|
|
|
||||
Outstanding at December 31, 2012
|
36,115,460
|
|
|
$
|
5.05
|
|
|
8.31
|
|
$
|
905,846
|
|
Vested and expected to vest as of December 31, 2012
|
35,427,432
|
|
|
$
|
4.99
|
|
|
8.30
|
|
$
|
890,661
|
|
Vested and exercisable as of December 31, 2012
|
13,155,248
|
|
|
$
|
2.11
|
|
|
7.57
|
|
$
|
367,353
|
|
|
Shares
Outstanding
|
|
Weighted-Average
Grant Date Fair Value
|
|||
Balance at June 30, 2010
|
—
|
|
|
$
|
—
|
|
Early exercised
|
453,243
|
|
|
0.86
|
|
|
Vested
|
(37,755
|
)
|
|
0.58
|
|
|
Balance at June 30, 2011
|
415,488
|
|
|
0.89
|
|
|
Early exercised
|
360,852
|
|
|
1.29
|
|
|
Vested
|
(185,640
|
)
|
|
0.66
|
|
|
Repurchased
|
(12,084
|
)
|
|
0.74
|
|
|
Balance at December 31, 2011
|
578,616
|
|
|
1.21
|
|
|
Early exercised
|
263,970
|
|
|
2.38
|
|
|
Vested
|
(573,352
|
)
|
|
1.62
|
|
|
Repurchased
|
(34,168
|
)
|
|
1.42
|
|
|
Balance at December 31, 2012
|
235,066
|
|
|
1.49
|
|
|
Number of
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Non-vested share units at December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Granted
|
1,470,072
|
|
|
17.02
|
|
|
|
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
Forfeited
|
(12,202
|
)
|
|
31.97
|
|
|
|
|
|
|||
Non-vested share units at December 31, 2012
|
1,457,870
|
|
|
$
|
16.89
|
|
|
9.40
|
|
$
|
43,780
|
|
Expected to vest as of December 31, 2012
|
1,399,510
|
|
|
|
|
9.40
|
|
$
|
42,027
|
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Year Ended June 30,
|
|||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
Stock Options:
|
|
|
|
|
|
|
|
|
|
|
Expected volatility
|
53% - 57%
|
|
56% - 69%
|
|
57% - 67%
|
|
50% - 69%
|
|
65
|
%
|
Expected term (in years)
|
6.05
|
|
5.75
|
|
6.04
|
|
6.05
|
|
6.02
|
|
Risk-free interest rate
|
0.83% - 1.18%
|
|
0% - 1.92%
|
|
1.43% - 2.06%
|
|
1.43% - 2.96%
|
|
2.57% - 3.04%
|
|
Dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Year Ended, December 31, 2012
|
|
|
|
|
ESPP:
|
|
|
Expected volatility
|
42
|
%
|
Expected term (in years)
|
0.58
|
|
Risk-free interest rate
|
0.16
|
%
|
Dividend yield
|
—
|
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(37,348
|
)
|
|
$
|
(6,684
|
)
|
|
$
|
4,803
|
|
|
$
|
9,830
|
|
|
$
|
(29,705
|
)
|
Accretion of redeemable convertible preferred stock
|
(308
|
)
|
|
(312
|
)
|
|
(320
|
)
|
|
(633
|
)
|
|
(640
|
)
|
|||||
Net income attributable to participating securities
|
—
|
|
|
—
|
|
|
(3,721
|
)
|
|
(7,558
|
)
|
|
—
|
|
|||||
Net income (loss) attributable to common stockholders—basic
|
$
|
(37,656
|
)
|
|
$
|
(6,996
|
)
|
|
$
|
762
|
|
|
$
|
1,639
|
|
|
$
|
(30,345
|
)
|
Undistributed earnings reallocated to participating securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
349
|
|
|
$
|
671
|
|
|
$
|
—
|
|
Net income (loss) attributable to common stockholders— diluted
|
$
|
(37,656
|
)
|
|
$
|
(6,996
|
)
|
|
$
|
1,111
|
|
|
$
|
2,310
|
|
|
$
|
(30,345
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average shares outstanding Basic
|
73,908,631
|
|
|
21,104,219
|
|
|
17,156,445
|
|
|
18,163,977
|
|
|
23,157,576
|
|
|||||
Effect of potentially dilutive securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock options
|
—
|
|
|
—
|
|
|
10,465,912
|
|
|
9,931,509
|
|
|
—
|
|
|||||
Weighted-average shares outstanding Diluted
|
73,908,631
|
|
|
21,104,219
|
|
|
27,622,357
|
|
|
28,095,486
|
|
|
23,157,576
|
|
|||||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.51
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.04
|
|
|
$
|
0.09
|
|
|
$
|
(1.31
|
)
|
Diluted
|
$
|
(0.51
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
0.04
|
|
|
$
|
0.08
|
|
|
$
|
(1.31
|
)
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Year Ended June 30,
|
|||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|||||
Common stock options
|
36,115,460
|
|
|
39,601,640
|
|
|
7,890,844
|
|
|
7,635,190
|
|
|
16,520,984
|
|
Convertible preferred stock
|
—
|
|
|
83,703,016
|
|
|
83,703,016
|
|
|
83,703,016
|
|
|
83,703,016
|
|
Restricted stock units
|
1,457,870
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Common stock subject to repurchase
|
235,066
|
|
|
578,616
|
|
|
—
|
|
|
83,551
|
|
|
—
|
|
ESPP obligations
|
435,945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total potentially dilutive securities
|
38,244,341
|
|
|
123,883,272
|
|
|
91,593,860
|
|
|
91,421,757
|
|
|
100,224,000
|
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
||||||||||
Current provision:
|
|
|
|
|
|
|
|
|
|
||||||||||
Federal
|
$
|
187
|
|
|
$
|
325
|
|
|
$
|
111
|
|
|
$
|
62
|
|
|
$
|
—
|
|
State
|
200
|
|
|
396
|
|
|
449
|
|
|
988
|
|
|
2
|
|
|||||
Foreign
|
1,787
|
|
|
329
|
|
|
93
|
|
|
286
|
|
|
278
|
|
|||||
|
2,174
|
|
|
1,050
|
|
|
653
|
|
|
1,336
|
|
|
280
|
|
|||||
Deferred provision:
|
|
|
|
|
|
|
|
|
|
||||||||||
Federal
|
(55
|
)
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
State
|
(5
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreign
|
(746
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
(806
|
)
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Provision for income taxes
|
$
|
1,368
|
|
|
$
|
1,075
|
|
|
$
|
653
|
|
|
$
|
1,336
|
|
|
$
|
280
|
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
||||||||||
United States
|
$
|
(7,903
|
)
|
|
$
|
(1,375
|
)
|
|
$
|
5,368
|
|
|
$
|
10,585
|
|
|
$
|
(29,602
|
)
|
Foreign
|
(28,077
|
)
|
|
(4,234
|
)
|
|
88
|
|
|
581
|
|
|
177
|
|
|||||
Total
|
$
|
(35,980
|
)
|
|
$
|
(5,609
|
)
|
|
$
|
5,456
|
|
|
$
|
11,166
|
|
|
$
|
(29,425
|
)
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
||||||||||
Tax computed at the federal statutory rate
|
$
|
(12,234
|
)
|
|
$
|
(1,907
|
)
|
|
$
|
1,857
|
|
|
$
|
3,799
|
|
|
$
|
(10,005
|
)
|
State taxes, net of federal benefit
|
329
|
|
|
82
|
|
|
122
|
|
|
250
|
|
|
(359
|
)
|
|||||
Tax rate differential for international subsidiaries
(1)
|
10,743
|
|
|
1,589
|
|
|
(23
|
)
|
|
(47
|
)
|
|
(13
|
)
|
|||||
Stock-based compensation
|
3,926
|
|
|
978
|
|
|
244
|
|
|
727
|
|
|
149
|
|
|||||
Tax credits
|
(1,056
|
)
|
|
(378
|
)
|
|
(150
|
)
|
|
(409
|
)
|
|
(282
|
)
|
|||||
Tax contingencies
|
452
|
|
|
178
|
|
|
74
|
|
|
171
|
|
|
265
|
|
|||||
Permanent differences
|
532
|
|
|
244
|
|
|
120
|
|
|
305
|
|
|
411
|
|
|||||
Change in state rate
|
(68
|
)
|
|
8
|
|
|
295
|
|
|
662
|
|
|
(1,170
|
)
|
|||||
Other
|
(697
|
)
|
|
146
|
|
|
379
|
|
|
344
|
|
|
117
|
|
|||||
Valuation allowance
|
(559
|
)
|
|
135
|
|
|
(2,265
|
)
|
|
(4,466
|
)
|
|
11,167
|
|
|||||
Provision for income taxes
|
$
|
1,368
|
|
|
$
|
1,075
|
|
|
$
|
653
|
|
|
$
|
1,336
|
|
|
$
|
280
|
|
(1)
|
The change in the impact of the tax rate differential for international jurisdictions is primarily attributable to a change in the mix of income/loss from the United States to international jurisdictions with different income tax rates compared to the United States.
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
2,647
|
|
|
$
|
4,182
|
|
Deferred revenue
|
2,421
|
|
|
8,434
|
|
||
Accrued expenses
|
1,357
|
|
|
700
|
|
||
Deferred rent
|
322
|
|
|
201
|
|
||
Credit carryforwards
|
2,342
|
|
|
1,357
|
|
||
Incentive from lessor
|
46
|
|
|
1,023
|
|
||
Facility exit obligation
|
1,102
|
|
|
—
|
|
||
Depreciation
|
304
|
|
|
—
|
|
||
Stock-based compensation
|
7,474
|
|
|
1,333
|
|
||
Other
|
1,017
|
|
|
1,130
|
|
||
Total deferred tax assets
|
19,032
|
|
|
18,360
|
|
||
Less valuation allowance
|
(13,270
|
)
|
|
(13,829
|
)
|
||
|
5,762
|
|
|
4,531
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
(5,016
|
)
|
|
(4,531
|
)
|
||
Net deferred tax assets
|
$
|
746
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
710
|
|
|
$
|
519
|
|
|
$
|
374
|
|
|
$
|
374
|
|
|
$
|
185
|
|
Gross increases - tax positions in prior period
|
827
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gross decreases - tax positions in prior period
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gross increases - tax positions in current period
|
264
|
|
|
191
|
|
|
73
|
|
|
145
|
|
|
189
|
|
|||||
Lapse of statute of limitations
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Ending balance
|
$
|
1,725
|
|
|
$
|
710
|
|
|
$
|
447
|
|
|
$
|
519
|
|
|
$
|
374
|
|
|
Data Centers
|
|
Office Leases
|
|
Total
|
||||||
Fiscal Period:
|
|
||||||||||
2013
|
$
|
7,474
|
|
|
$
|
6,251
|
|
|
$
|
13,725
|
|
2014
|
5,127
|
|
|
10,661
|
|
|
15,788
|
|
|||
2015
|
476
|
|
|
11,098
|
|
|
11,574
|
|
|||
2016
|
—
|
|
|
11,303
|
|
|
11,303
|
|
|||
2017
|
—
|
|
|
11,473
|
|
|
11,473
|
|
|||
Thereafter
|
—
|
|
|
47,427
|
|
|
47,427
|
|
|||
Total minimum lease payments
|
$
|
13,077
|
|
|
$
|
98,213
|
|
|
$
|
111,290
|
|
|
Year Ended December 31,
|
|
Six Months Ended December 31,
|
|
Fiscal Year Ended June 30,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
(Unaudited)
|
|
|
|
|
||||||||||
Revenues by geography
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
173,001
|
|
|
$
|
51,901
|
|
|
$
|
27,919
|
|
|
$
|
69,333
|
|
|
$
|
31,396
|
|
EMEA
(1)
|
60,579
|
|
|
18,842
|
|
|
8,693
|
|
|
20,093
|
|
|
10,708
|
|
|||||
Asia Pacific and other
|
10,132
|
|
|
2,632
|
|
|
1,332
|
|
|
3,215
|
|
|
1,225
|
|
|||||
Total revenues
|
$
|
243,712
|
|
|
$
|
73,375
|
|
|
$
|
37,944
|
|
|
$
|
92,641
|
|
|
$
|
43,329
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Long-lived assets:
|
|
|
|
||||
North America
|
$
|
30,209
|
|
|
$
|
15,820
|
|
EMEA
(1)
|
10,513
|
|
|
4,537
|
|
||
Asia Pacific and other
|
1,620
|
|
|
338
|
|
||
Total long-lived assets
|
$
|
42,342
|
|
|
$
|
20,695
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINACIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
S
ERVICE
N
OW
, I
NC
.
|
||
|
|
|
|
|
By:
|
|
/s/ Frank Slootman
|
|
|
|
Frank Slootman
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Frank Slootman
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 8, 2013
|
Frank Slootman
|
|
|
|
|
|
|
|
|
|
/s/ Michael P. Scarpelli
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
March 8, 2013
|
Michael P. Scarpelli
|
|
|
|
|
|
|
|
|
|
/s/ Frederic B. Luddy
|
|
Chief Product Officer and Director
|
|
March 8, 2013
|
Frederic B. Luddy
|
|
|
|
|
|
|
|
|
|
s/ Paul V. Barber
|
|
Director
|
|
March 8, 2013
|
Paul V. Barber
|
|
|
|
|
|
|
|
|
|
/s/ Ronald E.F. Codd
|
|
Director
|
|
March 8, 2013
|
Ronald E. F. Codd
|
|
|
|
|
|
|
|
|
|
/s/ Douglas M. Leone
|
|
Director
|
|
March 8, 2013
|
Douglas M. Leone
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Miller
|
|
Director
|
|
March 8, 2013
|
Jeffrey A. Miller
|
|
|
|
|
|
|
|
|
|
/s/ Charles E. Noell, III
|
|
Director
|
|
March 8, 2013
|
Charles E. Noell, III
|
|
|
|
|
|
|
|
|
|
/s/ William L. Strauss
|
|
Director
|
|
March 8, 2013
|
William L. Strauss
|
|
|
|
|
Exhibit
Number
|
Description of Document
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
||||
3.1
|
Restated Certificate of Incorporation.
|
|
10-Q
|
|
001-35580
|
|
3.1
|
|
8/10/2012
|
|
|
3.2
|
Restated Bylaws.
|
|
S-1
|
|
333-180486
|
|
3.4
|
|
5/4/2012
|
|
|
4.1
|
Form of Common Stock Certificate.
|
|
S-1
|
|
333-180486
|
|
4.1
|
|
6/19/2012
|
|
|
4.2
|
Third Amended and Restated Investors Rights Agreement dated November 25, 2009 among the Registrant and certain of its stockholders, as amended.
|
|
S-1
|
|
333-180486
|
|
4.2
|
|
3/30/2012
|
|
|
10.1
|
Form of Indemnification Agreement.
|
|
S-1
|
|
333-180486
|
|
10.1
|
|
6/19/2012
|
|
|
10.2
|
2005 Stock Plan, Forms of Stock Option Agreement and Form of Restricted Stock Unit Agreement thereunder.
|
|
S-1
|
|
333-180486
|
|
10.2
|
|
3/30/2012
|
|
|
10.3
|
2012 Equity Incentive Plan, Forms of Stock Option Award Agreement, Restricted Stock Agreement, Stock Appreciation Right Award Agreement and Restricted Stock Unit Award Agreement thereunder.
|
|
S-1
|
|
333-180486
|
|
10.3
|
|
6/19/2012
|
|
|
10.4
|
2012 Employee Stock Purchase Plan and Form of Subscription Agreement thereunder.
|
|
|
|
|
|
|
|
|
|
x
|
10.5
|
Employment Agreement dated May 2, 2011 among the Registrant and Frank Slootman.
|
|
S-1
|
|
333-180486
|
|
10.5
|
|
3/30/2012
|
|
|
10.6
|
Employment Agreement dated May 12, 2011 among the Registrant and Michael P. Scarpelli.
|
|
S-1
|
|
333-180486
|
|
10.6
|
|
3/30/2012
|
|
|
10.7
|
Employment Agreement dated May 21, 2011 among the Registrant and David L. Schneider.
|
|
S-1
|
|
333-180486
|
|
10.7
|
|
3/30/2012
|
|
|
10.8
|
Employment Agreement dated August 1, 2011 among the Registrant and Daniel R. McGee.
|
|
S-1
|
|
333-180486
|
|
10.8
|
|
3/30/2012
|
|
|
10.9
|
Employment Agreement dated August 15, 2011 among the Registrant and Arne Josefsberg.
|
|
S-1
|
|
333-180486
|
|
10.9
|
|
3/30/2012
|
|
|
10.10
|
Office Lease dated August 27, 2010 between the Registrant and Kilroy Realty, L.P.
|
|
S-1
|
|
333-180486
|
|
10.10
|
|
3/30/2012
|
|
|
10.11
|
Office Lease dated February 14, 2012 between the Registrant and The Irvine Company LLC.
|
|
S-1
|
|
333-180486
|
|
10.11
|
|
3/30/2012
|
|
|
10.12
|
Lease Agreement dated November 8, 2012 between the Registrant and Jay Ridge LLC.
|
|
S-1
|
|
333-184674
|
|
10.12
|
|
11/9/2012
|
|
|
21.1
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
|
|
x
|
23.1
|
Consent of independent registered public accounting firm.
|
|
|
|
|
|
|
|
|
|
x
|
24.1
|
Power of Attorney. Reference is made to the signature page hereto.
|
|
|
|
|
|
|
|
|
|
x
|
31.1
|
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
x
|
31.2
|
Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
x
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
x
|
Exhibit
Number
|
Description of Document
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
||||
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
x
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
x
|
101.SCH
|
XBRL Taxonomy Schema Linkbase Document
|
|
|
|
|
|
|
|
|
|
x
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
x
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
x
|
101.LAB
|
XBRL Taxonomy Labels Linkbase Document
|
|
|
|
|
|
|
|
|
|
x
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
x
|
SERVICENOW, INC. (the “Company”)
|
Enrollment/Change Form
|
2012 EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)
(Capitalized terms not defined in this form shall have the meaning set forth in the ESPP.)
|
SECTION 5:
DISCONTINUE CONTRIBUTIONS
|
I hereby elect to
stop my contributions under the ESPP
, effective as soon as reasonably practicable after this form is received by the Company. Please -refund all contributions to me in cash, without interest OR - use my contributions to purchase shares on the next Purchase Date.
I understand that I cannot resume participation until the start of the next Offering Period and must timely file a new enrollment form to do so.
|
||
SECTION 6:
RESPONSIBILITY FOR TAXES
|
I acknowledge that, regardless of any action taken by the Company or, if different, my employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to my participation in the ESPP and legally applicable to me (“Tax-Related Items”) is and remains my responsibility and may exceed any amount actually withheld by the Company or the Employer. If I am subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, I acknowledge that Tax-Related Items may be owed by me in more than one jurisdiction and the Company or the Employer may be required to withhold in multiple jurisdictions.
I agree to make adequate arrangements to satisfy all Tax-Related Items. In this regard, I authorize the Company and/or the Employer to satisfy any withholding obligations with regard to all Tax-Related Items by withholding from my wages or other cash compensation payable to me by the Company and/or the Employer. If the obligations for Tax-Related Items cannot be satisfied by withholding from my wages or other cash compensation as contemplated herein, then I authorize the Company and/or the Employer or their respective agents to satisfy any obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the option, either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this authorization without further consent).
Finally, I agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of my participation in the ESPP that cannot be satisfied by the means previously described. The Company may refuse to purchase or deliver the shares or the proceeds of the sale of shares of Common Stock, if I fail to comply with my obligations in connection with the Tax-Related Items.
|
SECTION 7:
NATURE OF GRANT
|
By enrolling and participating in the ESPP, I acknowledge, understand and agree that:
(a) the ESPP is established voluntarily by the Company and it is discretionary in nature; (b) the grant of the option is voluntary and does not create any contractual or other right to receive future options to purchase shares of Common Stock, or benefits in lieu of options, even if options have been granted in the past; (c) all decisions with respect to future options or other grants, if any, will be at the sole discretion of the Company; (d) the grant of the option and my participation in the ESPP shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary and shall not interfere with the ability of the Company, the Employer or any Subsidiary to terminate my employment relationship (if any); (e) I am voluntarily participating in the ESPP; (f) the ESPP and the shares of Common Stock purchased under the ESPP are not intended to replace any pension rights or compensation; (g) the ESPP and the shares of Common Stock subject to the ESPP and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of the shares of Common Stock purchased under the ESPP may increase or decrease in the future, even below the purchase price; (i) no claim or entitlement to compensation or damages shall arise when I withdraw from the ESPP due to my termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any) and in consideration of the grant of the option and the issuance of shares of Common Stock under the ESPP to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Company, its Subsidiaries or the Employer, waive my ability, if any, to bring any such claim, and release the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the ESPP, I shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) in the event of termination of my employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any), except for certain leave of absences set forth in Section 12 of the ESPP, my right to participate in the ESPP will terminate effective as of the date I cease to actively provide services and will not be extended by any notice period (e.g., employment would not include any contractual notice or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any); the Committee shall have exclusive discretion to determine when I am no longer actively employed for purposes of my option; and (k) unless otherwise provided in the ESPP or by the Company in its discretion, the option to purchase shares of Common Stock and the benefits evidenced by this Agreement do not create any entitlement to have the ESPP or any such benefits granted thereunder, transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (l) the following provisions apply only if I am providing services outside the United States: (A) the ESPP and the shares of Common Stock subject to the ESPP are not part of normal or expected compensation or salary for any purpose; (B) I acknowledge and agree that neither the Company, the Employer nor any Subsidiary, shall be liable for any foreign exchange rate fluctuation between my local currency and the U.S. dollar that may affect the value of the shares of Common Stock or any amounts due pursuant to the purchase of the shares or the subsequent sale of any shares of Common Stock purchased under the ESPP.
|
SECTION 8:
NO ADVICE REGARDING GRANT
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding my participation in the ESPP, or my acquisition or sale of the underlying shares of Common Stock. I am hereby advised to consult with my own personal tax, legal and financial advisors regarding my participation in the ESPP before taking any action related to the ESPP.
|
SECTION 9:
DATA PRIVACY
|
I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Agreement and any other ESPP participation materials (“Data”) by and among, as applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing my participation in the ESPP.
I understand that the Company and the Employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options under the ESPP or any other entitlement to shares of stock awarded, cancelled, exercised, vested, unvested, or outstanding in my favor, for the exclusive purpose of implementing, administering and managing the ESPP.
I understand that Data will be transferred to Fidelity Brokerage Services LLC or its affiliates or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company, with the implementation, administration and management of the ESPP. I understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than my country. I understand that if I reside outside the United States, I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the Company, Fidelity Brokerage Services LLC and its affiliates, and any other possible recipients which may assist the Company, (presently or in the future) with implementing, administering and managing the ESPP to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the ESPP. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the ESPP. I understand that if I reside outside the United States I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Company would not be able to grant me the option to purchase shares of Common Stock under the ESPP or other equity awards or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the ESPP. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.
|
||
SECTION 10:
LANGUAGE
|
If I have received this Enrollment/Change Form or any other document related to the ESPP translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
Note:
|
You may change your contribution percentage only once within a Purchase Period to be effective during such Purchase Period and such change can only be to decrease your contribution percentage.
An increase in your contribution percentage can only take effect with the next Offering Period
. Each change will become effective as soon as reasonably practicable after the form is received by the Company.
|
1.
|
The facts as presented by you:
|
1.1
|
Service Now A.B Israel 2012 Ltd., company no. 514760099, withholding file 943293324 (hereinafter: the
"
Company
") is an Israeli resident private company that was founded in 2012 and employs one (1) employee in Israel.
|
1.2
|
The Company is a subsidiary of ServiceNow, Inc. (hereinafter: the "
Parent
”), a US public corporation whose shares are traded on the New York Stock Exchange (NYSE). The Parent provides cloud-based software and services that help IT organizations automate and integrate various enterprise technologies.
|
1.3
|
As part of its employee incentive policy, the Parent approved the 2012 Employee Stock Purchase Plan (hereinafter: the “
ESPP
”). Among others, employees of the Company who are not "controlling shareholders" as defined in section 102(a) of the Income Tax Ordinance (hereinafter: the
"
Ordinance
") are eligible to participate in the ESPP.
|
1.4
|
The main provisions of the ESPP are as follows:
|
1.4.1
|
The ESPP provides for consecutive or overlapping offering periods (hereinafter: the "
Offering Periods
"), during which eligible employees can participate in the ESPP and be granted the right to purchase shares in the Parent (hereinafter: the "
Shares
"). The first day of each Offering Period is referred to as the offering date (hereinafter: the "
Offering Date
"). The first business day of the initial Offering Period was June 28, 2012, which was the date the Parent's stock was initially offered to the public. Each Offering Period is comprised of one six-month purchase period at the end of which the employee is eligible to purchase Shares (hereinafter: the "
Purchase Period
"). The first Offering Period will take place from June 28, 2012 until approximately January 31, 2013, and the first Purchase Period will take place from June 28, 2012 until January 31, 2013.
|
1.4.2
|
Subsequent Offering Periods will consist of a single six-month Purchase Period, beginning on each February 1 and August 1 and ending on the following
|
1.4.3
|
Employees of the Company are eligible to purchase Shares at a 15% discount of the lower of:
|
a.
|
the closing price of the Shares on the Offering Date; or
|
b.
|
the closing price of the Shares on the Purchase Date (hereinafter: the "
Exercise Price
").
|
1.4.4
|
For the first Offering Period, the employees that participated in the ESPP automatically received the right to purchase Shares with monthly sums deducted from their salary, where the default was that 15% of the employee's net salary during the Purchase Period was saved toward the purchase (hereinafter: the "
Savings Amount
"). The Savings Amount will be used solely for the purchase of Shares and will not exceed 15% of the employee’s monthly base salary. The employee may elect to decrease the percentage of cash compensation that he authorizes for use during the first Offering Period by delivering a form to the Parent prior to the first Purchase Date. Neither the Company nor the Parent will pay interest on the Savings Amount.
|
1.4.5
|
The employee may withdraw from the ESPP at any time in a manner determined by the Parent. Should the employee withdraw from the ESPP prior to the end of the Offering Period or during any other time designated by the committee, all accrued salary deductions will be returned to him, without interest, at the earliest possible date. The employee may not withdraw less than all of his accrued salary deductions. Even if the employee withdraws from the ESPP, the employee may resume participation in the ESPP in any future Offering Period by submitting a new enrollment form to the Parent prior to the beginning of the subsequent Offering Period or at an earlier date, as provided by the committee.
|
1.4.6
|
The ESPP contains quantitative limitations regarding the number of Shares that each employee is entitled to purchase. In any event, an employee may not purchase more than 1,500 Shares during each Offering Period.
|
1.4.7
|
Attached as
Appendix A
hereto is the ESPP and its conditions per your submissions.
|
2.
|
The Request:
|
1
|
The employee's enrollment in the ESPP will not constitute a tax event and will not be subject to tax on that date.
|
2.1
|
On the date the options are exercised and the employee purchases the Shares, the employee will be subject to tax for the benefit resulting from the difference between the market value of the Shares at the close of trading on the Purchase Date and the Exercise Price the employee paid from the Savings Amount. The tax rate will be the employee's marginal tax rate according to the tax liability for employee grants under the non-trustee track. The tax will be withheld at the source by the Company.
|
2.2
|
On the date of sale of the Shares by the employee, the Parent and/or the Company will not withhold tax at source, and the employee will be taxed according to Section E of the Ordinance.
|
3.
|
The tax arrangement and its conditions:
|
3.1
|
This tax arrangement applies to the ESPP whose Offering Periods will commence from June 28, 2012, only for employees of the Company, and so long as the provisions of the law are not changed, and only if the Company and the employees will act in accordance with the provisions of this tax arrangement.
|
3.2
|
Each term in this tax arrangement shall have the meaning ascribed to it in Part E-1 of the Ordinance, unless otherwise expressly provided.
|
3.3
|
The provisions of section 102(c)(2) of the Ordinance and the Income Tax Rules (Tax Benefits for Employee Share Allotments), 2003 (hereinafter: the "Rules") will apply to the grant of the ESPP to the employees of the Company.
|
3.4
|
The Company will not take any tax deductions related to the ESPP, regardless of whether the employees of the Company participate in the tax agreement or not.
|
3.5
|
Notwithstanding section 3.2 above, the end of each Offering Period will be deemed an "exercise" for the purpose of section 102(c)(2) of the Ordinance (hereinafter: the "
Exercise Date
"), and the following provisions will apply:
|
3.5.1
|
All
Shares that an employee received on the Exercise Date will be deemed sold according to the closing price of the Shares on the Exercise Date (hereinafter: the "
Share Price
").
|
3.5.2
|
The employee will be liable for employment income according to section 2(2) of the Ordinance for the difference between the Share Price and the Exercise Price that the employee paid on the Exercise Date, multiplied by the total Shares purchased by the broker in his name (hereinafter: the "
Value of the Benefit
").
|
3.5.3
|
On the Exercise Date, the Company will withhold tax for the Value of the Benefit and will transfer the relevant withholding to the Assessing Officer, as required by section 9(e) of the Rules.
|
3.5.4
|
Employees will be deemed residents of Israel until the date on which the Shares are actually sold, in respect of the income from the ESPP that is the subject of this tax agreement. The aforesaid will not apply to Offering Periods after an employee is no longer a resident of Israel if the employee has secured approval from the ITA on the termination of his Israeli residency or if the Company secures a tax agreement with respect to severing Israeli residency of its employees.
|
3.5.5
|
On the actual date of sale the Shares, Part E of the Ordinance will apply to the employee, and the price of the Shares and the end of the Offering Period (as stated in section 3.4.1 above) will be deemed the original price of the Shares on the Purchase Date.
|
3.5.6
|
For the avoidance of doubt, it is clarified that the reporting and tax payment obligations for the income described in section 3.5.5 above, on the actual date of sale, are the sole obligations of the employees.
|
3.6
|
This tax agreement is condition on the full satisfaction of the conditions of the law and this agreement. This agreement is given on reliance on the representations that you provided above. If it is later discovered that the details you provided in the context of the request are not accurate, or substantively incomplete, and/or one of the conditions is not complied with, the following consequences will result: the employees that purchase Shares on the Purchase Date will be liable for income tax as employment income under section 2(2) of the Ordinance on the actual date of sale of the Shares, at the highest price of the Shares from the beginning of the Offering Period until the sale of the Shares to an unrelated third party, as defined by section 88 of the Ordinance, including interest and linkage differentials from the grant date.
|
3.7
|
This tax agreement does not amount to an assessment or approval of the facts as presented by you. The facts as presented by you shall be examined by the Assessing Officer via his examination of the Company and/or the employees participating in the ESPP, as applicable.
|
3.8
|
This tax agreement is valid from the Offering Periods that will begin through December 31, 2017. Following that period, you may request an extension from the ITA (if any).
|
3.9
|
Within 60 days of the date hereof, and within 60 days from a new employee's enrollment in the ESPP, as applicable, the Company and the employees participating in the ESPP will submit a declaration in the form provided in
Exhibit B
to this tax agreement. Section 3.6 above will apply to an employee who does not sign the declaration. The Company and the employees' declarations will be valid with respect to the ESPP for all Offering Periods that are the subject of this tax agreement, and accordingly for the period stated in section 3.1 above. The Company will submit a list of the employees that did not participate in this tax agreement to the Assessing Officer within 60 days of the receipt of this tax agreement or within 60 days of the beginning of each Offering Period, as applicable.
|
Signature
|
Date
|
ID
|
Employee name
|
|
|
|
|
A.
|
The individual who has obtained authorised access to this Election (the “
Employee
”), who is employed by one of the employing companies listed in the attached schedule (the “
Employer
”) and who is eligible to participate in the Employee Stock Purchase Plan pursuant to the 2012 Employee Stock Purchase Plan (the “
ESPP
”), and
|
B.
|
ServiceNow, Inc., 102 S. Sierra Avenue, Solana Beach, CA 92075, U.S.A. (the “
Company
”), which may grant options under the ESPP and is entering into this Election on behalf of the Employer.
|
1.1
|
This Election relates to the options granted to the Employee under the ESPP on or after June 19, 2012, up to the termination date of the ESPP.
|
1.2
|
In this Election the following words and phrases have the following meanings:
|
(a)
|
“
Chargeable Event
” means, in relation to the ESPP:
|
(i)
|
the acquisition of securities pursuant to the options (within section 477(3)(a) of ITEPA);
|
(ii)
|
the assignment (if applicable) or release of the options in return for consideration (within section 477(3)(b) of ITEPA);
|
(iii)
|
the receipt of a benefit in connection with the options, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA);
|
(iv)
|
post-acquisition charges relating to the shares acquired pursuant to the ESPP (within section 427 of ITEPA); and/or
|
(v)
|
post-acquisition charges relating to the shares acquired pursuant to the ESPP (within section 439 of ITEPA).
|
1.3
|
This Election relates to the employer’s secondary Class 1 National Insurance Contributions (the “
Employer’s Liability
”) which may arise on the occurrence of a Chargeable Event in respect of the ESPP pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA.
|
1.4
|
This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.
|
1.5
|
This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with artificially depressed market value).
|
3.1
|
The Employee hereby authorises the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event:
|
(i)
|
by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or
|
(ii)
|
directly from the Employee by payment in cash or cleared funds; and/or
|
(iii)
|
by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive pursuant to the options, the proceeds of which must be delivered to the Employer in sufficient time for payment to be made to HMRC by the due date; and/or
|
(iv)
|
where the proceeds of the gain are to be made through a third party, the Employee will authorize that party to withhold an amount from the payment or to sell some of the securities which the Employee is entitled to receive pursuant to the options, such amount to be paid
|
(v)
|
through any other method as set forth in the applicable Enrollment/Change Form entered into between the Employee and the Company.
|
3.2
|
The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities to the Employee in respect of the ESPP until full payment of the Employer’s Liability is received.
|
3.3
|
The Company agrees to remit the Employer’s Liability to HM Revenue & Customs on behalf of the Employee within 14 days after the end of the UK tax month during which the Chargeable Event occurs (or within 17 days if payments are made electronically).
|
4.1
|
The Employee and the Company agree to be bound by the terms of this Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability becomes due.
|
4.2
|
This Election will continue in effect until the earliest of the following:
|
(i)
|
the Employee and the Company agree in writing that it should cease to have effect;
|
(ii)
|
on the date the Company serves written notice on the Employee terminating its effect;
|
(iii)
|
on the date HMRC withdraws approval of this Election; or
|
(iv)
|
after due payment of the Employer’s Liability in respect of the ESPP to which this Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.
|
Registered Office:
|
Standard House, Weyside Park, Catteshall Lane, Godalming,
Surrey, Gu7 1XE
|
Company Registration Number:
|
6299383
|
Corporation Tax District:
|
201 South London
|
Corporation Tax Reference:
|
6359720602
|
PAYE Reference:
|
581/LA08194
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
|
|
|
ServiceNow Delaware LLC
|
|
Delaware
|
|
|
|
SN Europe CV
|
|
Bermuda
|
|
|
|
ServiceNow Canada Inc.
|
|
Canada
|
|
|
|
ServiceNow Nederland BV
|
|
Netherlands
|
|
|
|
Service-now.com GmbH
|
|
Germany
|
|
|
|
Service-now.com UK Ltd
|
|
United Kingdom
|
|
|
|
ServiceNow Denmark ApS
|
|
Denmark
|
|
|
|
ServiceNow France SAS
|
|
France
|
|
|
|
ServiceNow Australia Pty Ltd
|
|
Australia
|
|
|
|
ServiceNow Switzerland CmbH
|
|
Switzerland
|
|
|
|
ServiceNow Sweden AB
|
|
Sweden
|
ServiceNow A.B. Israel Ltd
|
|
Israel
|
1.
|
I have reviewed this annual report on Form 10-K of ServiceNow, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: March 8, 2013
|
|
|
/s/ Frank Slootman
|
|
Frank Slootman
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of ServiceNow, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: March 8, 2013
|
|
|
/s/ Michael P. Scarpelli
|
|
Michael P. Scarpelli
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
•
|
the Annual Report on Form 10-K of the Company for the period ended December 31, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
|
Date: March 8, 2013
|
|
|
/s/ Frank Slootman
|
|
Frank Slootman
Chief Executive Officer
(Principal Executive Officer)
|
•
|
the Annual Report on Form 10-K of the Company for the period ended December 31, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
|
Date: March 8, 2013
|
|
|
/s/ Michael P. Scarpelli
|
|
Michael P. Scarpelli
Chief Financial Officer
(Principal Financial and Accounting Officer)
|