x
|
Quarterly 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)
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|
|
Page
|
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
235,086
|
|
|
$
|
366,303
|
|
Short-term investments
|
410,986
|
|
|
268,251
|
|
||
Accounts receivable, net
|
111,164
|
|
|
108,339
|
|
||
Current portion of deferred commissions
|
36,376
|
|
|
31,123
|
|
||
Prepaid expenses and other current assets
|
27,787
|
|
|
23,733
|
|
||
Total current assets
|
821,399
|
|
|
797,749
|
|
||
Deferred commissions, less current portion
|
25,319
|
|
|
21,318
|
|
||
Long-term investments
|
238,051
|
|
|
255,356
|
|
||
Property and equipment, net
|
96,977
|
|
|
75,560
|
|
||
Intangible assets, net
|
58,304
|
|
|
5,796
|
|
||
Goodwill
|
58,344
|
|
|
8,724
|
|
||
Other assets
|
6,218
|
|
|
3,973
|
|
||
Total assets
|
$
|
1,304,612
|
|
|
$
|
1,168,476
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
11,416
|
|
|
$
|
7,405
|
|
Accrued expenses and other current liabilities
|
69,410
|
|
|
68,130
|
|
||
Current portion of deferred revenue
|
338,451
|
|
|
252,553
|
|
||
Total current liabilities
|
419,277
|
|
|
328,088
|
|
||
Deferred revenue, less current portion
|
12,344
|
|
|
14,169
|
|
||
Convertible senior notes, net
|
436,332
|
|
|
414,777
|
|
||
Other long-term liabilities
|
19,244
|
|
|
17,183
|
|
||
Total liabilities
|
887,197
|
|
|
774,217
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock
|
148
|
|
|
140
|
|
||
Additional paid-in capital
|
737,509
|
|
|
573,791
|
|
||
Accumulated other comprehensive loss
|
(6,322
|
)
|
|
(476
|
)
|
||
Accumulated deficit
|
(313,920
|
)
|
|
(179,196
|
)
|
||
Total stockholders’ equity
|
417,415
|
|
|
394,259
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,304,612
|
|
|
$
|
1,168,476
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
150,367
|
|
|
$
|
92,992
|
|
|
$
|
400,466
|
|
|
$
|
244,926
|
|
Professional services and other
|
28,345
|
|
|
18,267
|
|
|
84,093
|
|
|
54,494
|
|
||||
Total revenues
|
178,712
|
|
|
111,259
|
|
|
484,559
|
|
|
299,420
|
|
||||
Cost of revenues
(1)
:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
37,925
|
|
|
23,429
|
|
|
102,357
|
|
|
61,960
|
|
||||
Professional services and other
|
28,161
|
|
|
18,146
|
|
|
75,781
|
|
|
47,921
|
|
||||
Total cost of revenues
|
66,086
|
|
|
41,575
|
|
|
178,138
|
|
|
109,881
|
|
||||
Gross profit
|
112,626
|
|
|
69,684
|
|
|
306,421
|
|
|
189,539
|
|
||||
Operating expenses
(1)
:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
84,002
|
|
|
47,336
|
|
|
245,355
|
|
|
137,853
|
|
||||
Research and development
|
39,683
|
|
|
20,819
|
|
|
106,232
|
|
|
54,809
|
|
||||
General and administrative
|
23,440
|
|
|
16,179
|
|
|
69,985
|
|
|
43,783
|
|
||||
Total operating expenses
|
147,125
|
|
|
84,334
|
|
|
421,572
|
|
|
236,445
|
|
||||
Loss from operations
|
(34,499
|
)
|
|
(14,650
|
)
|
|
(115,151
|
)
|
|
(46,906
|
)
|
||||
Interest and other income (expense), net
|
(5,949
|
)
|
|
600
|
|
|
(17,143
|
)
|
|
(604
|
)
|
||||
Loss before provision for income taxes
|
(40,448
|
)
|
|
(14,050
|
)
|
|
(132,294
|
)
|
|
(47,510
|
)
|
||||
Provision for income taxes
|
602
|
|
|
663
|
|
|
2,430
|
|
|
1,966
|
|
||||
Net loss
|
$
|
(41,050
|
)
|
|
$
|
(14,713
|
)
|
|
$
|
(134,724
|
)
|
|
$
|
(49,476
|
)
|
Net loss per share - basic and diluted
|
$
|
(0.28
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.93
|
)
|
|
$
|
(0.37
|
)
|
Weighted-average shares used to compute net loss per share - basic and diluted
|
146,335,519
|
|
|
137,456,531
|
|
|
144,239,844
|
|
|
134,036,466
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
$
|
(6,710
|
)
|
|
$
|
758
|
|
|
$
|
(6,024
|
)
|
|
$
|
(608
|
)
|
Unrealized gain (loss) on investments
|
(212
|
)
|
|
412
|
|
|
178
|
|
|
(18
|
)
|
||||
Other comprehensive income (loss), net of tax
|
(6,922
|
)
|
|
1,170
|
|
|
(5,846
|
)
|
|
(626
|
)
|
||||
Comprehensive loss
|
$
|
(47,972
|
)
|
|
$
|
(13,543
|
)
|
|
$
|
(140,570
|
)
|
|
$
|
(50,102
|
)
|
(1)
|
Includes stock-based compensation as follows:
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of revenues:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
3,995
|
|
|
$
|
2,190
|
|
|
$
|
10,896
|
|
|
$
|
5,980
|
|
Professional services and other
|
3,572
|
|
|
1,209
|
|
|
9,188
|
|
|
3,095
|
|
||||
Sales and marketing
|
14,956
|
|
|
5,945
|
|
|
36,382
|
|
|
14,752
|
|
||||
Research and development
|
11,682
|
|
|
4,176
|
|
|
29,973
|
|
|
11,005
|
|
||||
General and administrative
|
7,285
|
|
|
4,331
|
|
|
21,884
|
|
|
9,893
|
|
|
Nine Months Ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(134,724
|
)
|
|
$
|
(49,476
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
28,734
|
|
|
16,316
|
|
||
Amortization of premiums on investments
|
6,044
|
|
|
3,441
|
|
||
Amortization of deferred commissions
|
36,398
|
|
|
19,825
|
|
||
Amortization of debt discount and issuance costs
|
21,608
|
|
|
—
|
|
||
Stock-based compensation
|
108,323
|
|
|
44,725
|
|
||
Tax benefit from exercise of stock options
|
(1,190
|
)
|
|
(1,817
|
)
|
||
Other
|
(1,973
|
)
|
|
1,236
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(6,935
|
)
|
|
(6,988
|
)
|
||
Deferred commissions
|
(47,115
|
)
|
|
(34,894
|
)
|
||
Prepaid expenses and other assets
|
(2,386
|
)
|
|
1,077
|
|
||
Accounts payable
|
3,892
|
|
|
(408
|
)
|
||
Deferred revenue
|
92,351
|
|
|
54,332
|
|
||
Accrued expenses and other liabilities
|
(11,751
|
)
|
|
(1,890
|
)
|
||
Net cash provided by operating activities
|
91,276
|
|
|
45,479
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(45,499
|
)
|
|
(39,059
|
)
|
||
Acquisition, net of cash acquired
|
(99,813
|
)
|
|
(13,330
|
)
|
||
Purchases of investments
|
(360,783
|
)
|
|
(233,444
|
)
|
||
Sale of investments
|
97,807
|
|
|
50,403
|
|
||
Maturities of investments
|
134,618
|
|
|
142,456
|
|
||
Restricted cash
|
(55
|
)
|
|
(174
|
)
|
||
Net cash used in investing activities
|
(273,725
|
)
|
|
(93,148
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Offering costs paid in connection with follow-on offering
|
—
|
|
|
(698
|
)
|
||
Proceeds from employee stock plans
|
53,904
|
|
|
47,833
|
|
||
Tax benefit from exercise of stock options
|
1,190
|
|
|
1,817
|
|
||
Net cash provided by financing activities
|
55,094
|
|
|
48,952
|
|
||
Foreign currency effect on cash and cash equivalents
|
(3,862
|
)
|
|
822
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(131,217
|
)
|
|
2,105
|
|
||
Cash and cash equivalents at beginning of period
|
366,303
|
|
|
118,989
|
|
||
Cash and cash equivalents at end of period
|
$
|
235,086
|
|
|
$
|
121,094
|
|
Supplemental disclosures of non-cash investing activities:
|
|
|
|
||||
Property and equipment included in accounts payable and accrued expenses
|
$
|
6,220
|
|
|
$
|
5,360
|
|
|
September 30, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
20,487
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
20,488
|
|
Corporate notes and bonds
|
548,448
|
|
|
220
|
|
|
(298
|
)
|
|
548,370
|
|
||||
Certificates of deposit
|
20,102
|
|
|
3
|
|
|
(6
|
)
|
|
20,099
|
|
||||
U.S. government agency securities
|
60,064
|
|
|
20
|
|
|
(4
|
)
|
|
60,080
|
|
||||
Total available-for-sale securities
|
$
|
649,101
|
|
|
$
|
245
|
|
|
$
|
(309
|
)
|
|
$
|
649,037
|
|
|
December 31, 2013
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
124,330
|
|
|
$
|
10
|
|
|
$
|
(21
|
)
|
|
$
|
124,319
|
|
Corporate notes and bonds
|
399,519
|
|
|
129
|
|
|
(360
|
)
|
|
399,288
|
|
||||
Total available-for-sale securities
|
$
|
523,849
|
|
|
$
|
139
|
|
|
$
|
(381
|
)
|
|
$
|
523,607
|
|
|
September 30, 2014
|
||
Due in 1 year or less
|
$
|
410,986
|
|
Due in 1 year through 2 years
|
238,051
|
|
|
Total
|
$
|
649,037
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
||||||||
Commercial paper
|
$
|
5,992
|
|
|
$
|
(1
|
)
|
|
$
|
81,467
|
|
|
$
|
(21
|
)
|
Corporate notes and bonds
|
265,948
|
|
|
(298
|
)
|
|
293,642
|
|
|
(360
|
)
|
||||
Certificates of deposit
|
9,195
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
U.S. government agency securities
|
20,028
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
301,163
|
|
|
$
|
(309
|
)
|
|
$
|
375,109
|
|
|
$
|
(381
|
)
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Cash
|
$
|
110,110
|
|
|
$
|
—
|
|
|
$
|
110,110
|
|
Money market funds
|
81,141
|
|
|
—
|
|
|
81,141
|
|
|||
Commercial paper
|
—
|
|
|
43,835
|
|
|
43,835
|
|
|||
Short-term investments:
|
|
|
|
|
|
||||||
Commercial paper
|
—
|
|
|
20,488
|
|
|
20,488
|
|
|||
Corporate notes and bonds
|
—
|
|
|
359,875
|
|
|
359,875
|
|
|||
Certificates of deposit
|
—
|
|
|
16,604
|
|
|
16,604
|
|
|||
U.S. government agency securities
|
—
|
|
|
14,019
|
|
|
14,019
|
|
|||
Long-term investments:
|
|
|
|
|
|
||||||
Corporate notes and bonds
|
—
|
|
|
188,495
|
|
|
188,495
|
|
|||
Certificates of deposit
|
—
|
|
|
3,495
|
|
|
3,495
|
|
|||
U.S. government agency securities
|
—
|
|
|
46,061
|
|
|
46,061
|
|
|||
Total
|
$
|
191,251
|
|
|
$
|
692,872
|
|
|
$
|
884,123
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Cash
|
$
|
69,333
|
|
|
$
|
—
|
|
|
$
|
69,333
|
|
Money market funds
|
35,248
|
|
|
—
|
|
|
35,248
|
|
|||
Commercial paper
|
—
|
|
|
261,722
|
|
|
261,722
|
|
|||
Short-term investments:
|
|
|
|
|
|
||||||
Commercial paper
|
—
|
|
|
124,319
|
|
|
124,319
|
|
|||
Corporate notes and bonds
|
—
|
|
|
143,932
|
|
|
143,932
|
|
|||
Long-term investments:
|
|
|
|
|
|
||||||
Corporate notes and bonds
|
—
|
|
|
255,356
|
|
|
255,356
|
|
|||
Total
|
$
|
104,581
|
|
|
$
|
785,329
|
|
|
$
|
889,910
|
|
|
Purchase Price Allocation
(in thousands)
|
|
Useful Life
(in years)
|
||
Net tangible asset acquired
|
$
|
102
|
|
|
|
Intangible assets:
|
|
|
|
||
Developed technology
|
56,200
|
|
|
5.5
|
|
Order backlog
|
600
|
|
|
1.5
|
|
Trade names
|
300
|
|
|
1.5
|
|
Goodwill
|
53,958
|
|
|
|
|
Deferred tax liabilities, net
(1)
|
(10,697
|
)
|
|
|
|
Total purchase price
|
$
|
100,463
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
$
|
178,736
|
|
|
$
|
111,512
|
|
|
$
|
485,422
|
|
|
$
|
299,855
|
|
Net loss
|
(44,565
|
)
|
|
(18,368
|
)
|
|
(139,685
|
)
|
|
(61,721
|
)
|
||||
Weighted-average shares used to compute net loss per share attributable to common stockholders - basic and diluted
|
146,335,519
|
|
|
137,456,531
|
|
|
144,239,844
|
|
|
134,036,466
|
|
||||
Net loss per share attributable to common stockholders - basic and diluted
|
(0.30
|
)
|
|
(0.13
|
)
|
|
(0.97
|
)
|
|
(0.46
|
)
|
|
Carrying Amount
|
||
Balance as of December 31, 2013
|
$
|
8,724
|
|
Goodwill acquired
|
53,958
|
|
|
Foreign currency translation adjustments
|
(4,338
|
)
|
|
Balance as of September 30, 2014
|
$
|
58,344
|
|
|
September 30, 2014
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Developed technology
|
$
|
60,650
|
|
|
$
|
(3,962
|
)
|
|
$
|
56,688
|
|
Backlog
|
593
|
|
|
(87
|
)
|
|
506
|
|
|||
Other acquisition-related intangible assets
|
614
|
|
|
(309
|
)
|
|
305
|
|
|||
Acquisition-related intangible assets
|
61,857
|
|
|
(4,358
|
)
|
|
57,499
|
|
|||
Other intangible assets
|
1,075
|
|
|
(270
|
)
|
|
805
|
|
|||
Total intangible assets
|
$
|
62,932
|
|
|
$
|
(4,628
|
)
|
|
$
|
58,304
|
|
|
December 31, 2013
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Developed technology
|
$
|
5,783
|
|
|
$
|
(723
|
)
|
|
$
|
5,060
|
|
Other acquisition-related intangible assets
|
348
|
|
|
(115
|
)
|
|
233
|
|
|||
Acquisition-related intangible assets
|
6,131
|
|
|
(838
|
)
|
|
5,293
|
|
|||
Other intangible assets
|
650
|
|
|
(147
|
)
|
|
503
|
|
|||
Total intangible assets
|
$
|
6,781
|
|
|
$
|
(985
|
)
|
|
$
|
5,796
|
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Computer equipment and software
|
$
|
122,398
|
|
|
$
|
90,617
|
|
Furniture and fixtures
|
15,672
|
|
|
13,751
|
|
||
Leasehold improvements
|
13,978
|
|
|
8,371
|
|
||
Construction in progress
|
4,609
|
|
|
928
|
|
||
|
156,657
|
|
|
113,667
|
|
||
Less: Accumulated depreciation
|
(59,680
|
)
|
|
(38,107
|
)
|
||
Total property and equipment, net
|
$
|
96,977
|
|
|
$
|
75,560
|
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Taxes payable
|
$
|
3,697
|
|
|
$
|
4,187
|
|
Bonuses and commissions
|
23,517
|
|
|
22,322
|
|
||
Accrued compensation
|
14,325
|
|
|
16,610
|
|
||
Other employee expenses
|
10,543
|
|
|
11,926
|
|
||
Other
|
17,328
|
|
|
13,085
|
|
||
Total accrued expenses and other current liabilities
|
$
|
69,410
|
|
|
$
|
68,130
|
|
•
|
during any calendar quarter commencing after the calendar quarter ending on
March 31, 2014
(and only during such calendar quarter), if the last reported sale price of the common stock for at least
20
trading days (whether or not consecutive) during the period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price on each applicable trading day;
|
•
|
during the
five
business day period after any
five
consecutive trading day period (the “measurement period”) in which the trading price per
$1,000
principal amount of notes for each trading day of the measurement period was less than
98%
of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events.
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Liability:
|
|
|
|
||||
Principal
|
$
|
575,000
|
|
|
$
|
575,000
|
|
Less: debt discount, net of amortization
|
(138,668
|
)
|
|
(160,223
|
)
|
||
Net carrying amount
|
$
|
436,332
|
|
|
$
|
414,777
|
|
|
Three months ended September 30, 2014
|
|
Nine months ended September 30, 2014
|
||||
Amortization of debt issuance cost
|
$
|
393
|
|
|
$
|
1,158
|
|
Amortization of debt discount
|
6,932
|
|
|
20,450
|
|
||
Total
|
$
|
7,325
|
|
|
$
|
21,608
|
|
Effective interest rate of the liability component
|
6.5%
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Foreign currency translation adjustment
|
$
|
(6,258
|
)
|
|
$
|
(234
|
)
|
Net unrealized loss on investments
|
(64
|
)
|
|
(242
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
$
|
(6,322
|
)
|
|
$
|
(476
|
)
|
|
September 30, 2014
|
|
Stock option plans:
|
|
|
Options outstanding
|
17,824,088
|
|
RSUs
|
9,410,497
|
|
Stock awards available for future grants:
|
|
|
2005 Stock Option Plan
(1)
|
—
|
|
2012 Equity Incentive Plan
(1)
|
15,124,772
|
|
2012 Employee Stock Purchase Plan
(1)
|
6,529,516
|
|
Total reserved shares of common stock for future issuance
|
48,888,873
|
|
(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 December 31, 2013
|
23,399,374
|
|
|
$
|
9.07
|
|
|
|
|
|
||
Granted
|
657,144
|
|
|
60.73
|
|
|
|
|
|
|||
Exercised
|
(5,616,272
|
)
|
|
6.34
|
|
|
|
|
$
|
301,371
|
|
|
Canceled
|
(616,158
|
)
|
|
20.06
|
|
|
|
|
|
|||
Outstanding at September 30, 2014
|
17,824,088
|
|
|
$
|
11.44
|
|
|
7.08
|
|
$
|
845,641
|
|
Vested and expected to vest as of September 30, 2014
|
17,577,162
|
|
|
$
|
11.18
|
|
|
7.06
|
|
$
|
836,644
|
|
Vested and exercisable as of September 30, 2014
|
9,597,716
|
|
|
$
|
6.43
|
|
|
6.65
|
|
$
|
502,480
|
|
|
Number of
Shares
|
|
Weighted Average Grant Date Fair Value
(Per Share)
|
|
Aggregate
Fair Value
(in thousands)
|
|||||
Outstanding at December 31, 2013
|
5,427,509
|
|
|
$
|
34.02
|
|
|
|
||
Granted
|
5,569,859
|
|
|
61.03
|
|
|
|
|||
Vested
|
(1,046,742
|
)
|
|
28.59
|
|
|
$
|
58,932
|
|
|
Forfeited
|
(540,129
|
)
|
|
44.16
|
|
|
|
|||
Non-vested and outstanding at September 30, 2014
|
9,410,497
|
|
|
$
|
50.03
|
|
|
$
|
553,149
|
|
Expected to vest as of September 30, 2014
|
8,928,425
|
|
|
|
|
$
|
524,813
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(41,050
|
)
|
|
$
|
(14,713
|
)
|
|
$
|
(134,724
|
)
|
|
$
|
(49,476
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding—basic and diluted
|
146,335,519
|
|
|
137,456,531
|
|
|
144,239,844
|
|
|
134,036,466
|
|
||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.28
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.93
|
)
|
|
$
|
(0.37
|
)
|
Diluted
|
$
|
(0.28
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.93
|
)
|
|
$
|
(0.37
|
)
|
|
September 30,
|
||||
|
2014
|
|
2013
|
||
Common stock options
|
17,824,088
|
|
|
25,453,497
|
|
Restricted stock units
|
9,410,497
|
|
|
4,755,522
|
|
Common stock subject to repurchase
|
29,712
|
|
|
118,963
|
|
ESPP obligations
|
280,355
|
|
|
236,006
|
|
Convertible senior notes
|
7,783,023
|
|
|
—
|
|
Warrants related to the issuance of convertible senior notes
|
7,783,023
|
|
|
—
|
|
Total potentially dilutive securities
|
43,110,698
|
|
|
30,563,988
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues by geography:
|
|
|
|
|
|
|
|
||||||||
North America
(1)
|
$
|
120,435
|
|
|
$
|
76,851
|
|
|
$
|
329,660
|
|
|
$
|
208,851
|
|
EMEA
(2)
|
46,521
|
|
|
27,621
|
|
|
125,021
|
|
|
72,403
|
|
||||
Asia Pacific and other
|
11,756
|
|
|
6,787
|
|
|
29,878
|
|
|
18,166
|
|
||||
Total revenues
|
$
|
178,712
|
|
|
$
|
111,259
|
|
|
$
|
484,559
|
|
|
$
|
299,420
|
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Long-lived assets:
|
|
|
|
||||
North America
|
$
|
65,312
|
|
|
$
|
52,937
|
|
EMEA
(2)
|
19,887
|
|
|
18,017
|
|
||
Asia Pacific and other
|
11,778
|
|
|
4,606
|
|
||
Total long-lived assets
|
$
|
96,977
|
|
|
$
|
75,560
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
150,367
|
|
|
$
|
92,992
|
|
|
$
|
400,466
|
|
|
$
|
244,926
|
|
Professional services and other
|
28,345
|
|
|
18,267
|
|
|
84,093
|
|
|
54,494
|
|
||||
Total revenues
|
178,712
|
|
|
111,259
|
|
|
484,559
|
|
|
299,420
|
|
||||
Cost of revenues
(1)
:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
37,925
|
|
|
23,429
|
|
|
102,357
|
|
|
61,960
|
|
||||
Professional services and other
|
28,161
|
|
|
18,146
|
|
|
75,781
|
|
|
47,921
|
|
||||
Total cost of revenues
|
66,086
|
|
|
41,575
|
|
|
178,138
|
|
|
109,881
|
|
||||
Gross profit
|
112,626
|
|
|
69,684
|
|
|
306,421
|
|
|
189,539
|
|
||||
Operating expenses
(1)
:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
84,002
|
|
|
47,336
|
|
|
245,355
|
|
|
137,853
|
|
||||
Research and development
|
39,683
|
|
|
20,819
|
|
|
106,232
|
|
|
54,809
|
|
||||
General and administrative
|
23,440
|
|
|
16,179
|
|
|
69,985
|
|
|
43,783
|
|
||||
Total operating expenses
|
147,125
|
|
|
84,334
|
|
|
421,572
|
|
|
236,445
|
|
||||
Loss from operations
|
(34,499
|
)
|
|
(14,650
|
)
|
|
(115,151
|
)
|
|
(46,906
|
)
|
||||
Interest and other income (expense), net
|
(5,949
|
)
|
|
600
|
|
|
(17,143
|
)
|
|
(604
|
)
|
||||
Loss before provision for income taxes
|
(40,448
|
)
|
|
(14,050
|
)
|
|
(132,294
|
)
|
|
(47,510
|
)
|
||||
Provision for income taxes
|
602
|
|
|
663
|
|
|
2,430
|
|
|
1,966
|
|
||||
Net loss
|
$
|
(41,050
|
)
|
|
$
|
(14,713
|
)
|
|
$
|
(134,724
|
)
|
|
$
|
(49,476
|
)
|
(1)
|
Stock-based compensation included in the statements of operations above was as follows:
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Cost of revenues:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
3,995
|
|
|
$
|
2,190
|
|
|
$
|
10,896
|
|
|
$
|
5,980
|
|
Professional services and other
|
3,572
|
|
|
1,209
|
|
|
9,188
|
|
|
3,095
|
|
||||
Sales and marketing
|
14,956
|
|
|
5,945
|
|
|
36,382
|
|
|
14,752
|
|
||||
Research and development
|
11,682
|
|
|
4,176
|
|
|
29,973
|
|
|
11,005
|
|
||||
General and administrative
|
7,285
|
|
|
4,331
|
|
|
21,884
|
|
|
9,893
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Revenues by geography
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
120,435
|
|
|
$
|
76,851
|
|
|
$
|
329,660
|
|
|
$
|
208,851
|
|
EMEA
(1)
|
46,521
|
|
|
27,621
|
|
|
125,021
|
|
|
72,403
|
|
||||
Asia Pacific and other
|
11,756
|
|
|
6,787
|
|
|
29,878
|
|
|
18,166
|
|
||||
Total revenues
|
$
|
178,712
|
|
|
$
|
111,259
|
|
|
$
|
484,559
|
|
|
$
|
299,420
|
|
|
Three Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
150,367
|
|
|
$
|
92,992
|
|
|
62
|
%
|
Professional services and other
|
28,345
|
|
|
18,267
|
|
|
55
|
%
|
||
Total revenues
|
$
|
178,712
|
|
|
$
|
111,259
|
|
|
61
|
%
|
Percentage of revenues:
|
|
|
|
|
|
|||||
Subscription
|
84
|
%
|
|
84
|
%
|
|
|
|||
Professional services and other
|
16
|
|
|
16
|
|
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Three Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
37,925
|
|
|
$
|
23,429
|
|
|
62
|
%
|
Professional services and other
|
28,161
|
|
|
18,146
|
|
|
55
|
%
|
||
Total cost of revenues
|
$
|
66,086
|
|
|
$
|
41,575
|
|
|
59
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|||||
Subscription
|
75
|
%
|
|
75
|
%
|
|
|
|||
Professional services and other
|
1
|
%
|
|
1
|
%
|
|
|
|||
Total gross profit percentage
|
63
|
%
|
|
63
|
%
|
|
|
|||
Gross Profit
|
$
|
112,626
|
|
|
$
|
69,684
|
|
|
|
|
Headcount (at period end)
|
|
|
|
|
|
|||||
Subscription
|
446
|
|
|
299
|
|
|
49
|
%
|
||
Professional services and other
|
385
|
|
|
278
|
|
|
38
|
%
|
||
Total headcount
|
831
|
|
|
577
|
|
|
44
|
%
|
|
Three Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Sales and marketing
|
$
|
84,002
|
|
|
$
|
47,336
|
|
|
77
|
%
|
Percentage of revenues
|
47
|
%
|
|
43
|
%
|
|
|
|||
Headcount (at period end)
|
929
|
|
|
581
|
|
|
60
|
%
|
|
Three Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Research and development
|
$
|
39,683
|
|
|
$
|
20,819
|
|
|
91
|
%
|
Percentage of revenues
|
22
|
%
|
|
19
|
%
|
|
|
|||
Headcount (at period end)
|
542
|
|
|
296
|
|
|
83
|
%
|
|
Three Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
General and administrative
|
$
|
23,440
|
|
|
$
|
16,179
|
|
|
45
|
%
|
Percentage of revenues
|
13
|
%
|
|
15
|
%
|
|
|
|||
Headcount (at period end)
|
309
|
|
|
200
|
|
|
55
|
%
|
|
Three Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Interest and other income (expense), net
|
$
|
(5,949
|
)
|
|
$
|
600
|
|
|
(1,092
|
)%
|
Percentage of revenues
|
(4
|
)%
|
|
1
|
%
|
|
|
|
|
Three Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Loss before income taxes
|
$
|
(40,448
|
)
|
|
$
|
(14,050
|
)
|
|
188
|
%
|
Provision for income taxes
|
602
|
|
|
663
|
|
|
(9
|
)%
|
||
Effective tax rate
|
(1
|
)%
|
|
(5
|
)%
|
|
|
|
Nine Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
400,466
|
|
|
$
|
244,926
|
|
|
64
|
%
|
Professional services and other
|
84,093
|
|
|
54,494
|
|
|
54
|
%
|
||
Total revenues
|
$
|
484,559
|
|
|
$
|
299,420
|
|
|
62
|
%
|
Percentage of revenues:
|
|
|
|
|
|
|||||
Subscription
|
83
|
%
|
|
82
|
%
|
|
|
|||
Professional services and other
|
17
|
|
|
18
|
|
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Nine Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
102,357
|
|
|
$
|
61,960
|
|
|
65
|
%
|
Professional services and other
|
75,781
|
|
|
47,921
|
|
|
58
|
%
|
||
Total cost of revenues
|
$
|
178,138
|
|
|
$
|
109,881
|
|
|
62
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|||||
Subscription
|
74
|
%
|
|
75
|
%
|
|
|
|||
Professional services and other
|
10
|
%
|
|
12
|
%
|
|
|
|||
Total gross profit percentage
|
63
|
%
|
|
63
|
%
|
|
|
|||
Gross Profit
|
$
|
306,421
|
|
|
$
|
189,539
|
|
|
|
|
Headcount (at period end)
|
|
|
|
|
|
|||||
Subscription
|
446
|
|
|
299
|
|
|
49
|
%
|
||
Professional services and other
|
385
|
|
|
278
|
|
|
38
|
%
|
||
Total headcount
|
831
|
|
|
577
|
|
|
44
|
%
|
|
Nine Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Sales and marketing
|
$
|
245,355
|
|
|
$
|
137,853
|
|
|
78
|
%
|
Percentage of revenues
|
50
|
%
|
|
46
|
%
|
|
|
|||
Headcount (at period end)
|
929
|
|
|
581
|
|
|
60
|
%
|
|
Nine Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Research and development
|
$
|
106,232
|
|
|
$
|
54,809
|
|
|
94
|
%
|
Percentage of revenues
|
22
|
%
|
|
18
|
%
|
|
|
|||
Headcount (at period end)
|
542
|
|
|
296
|
|
|
83
|
%
|
|
Nine Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
General and administrative
|
$
|
69,985
|
|
|
$
|
43,783
|
|
|
60
|
%
|
Percentage of revenues
|
14
|
%
|
|
15
|
%
|
|
|
|||
Headcount (at period end)
|
309
|
|
|
200
|
|
|
55
|
%
|
|
Nine Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Interest and other income (expense), net
|
$
|
(17,143
|
)
|
|
$
|
(604
|
)
|
|
2,738
|
%
|
Percentage of revenues
|
(3
|
)%
|
|
—
|
%
|
|
|
|
|
Nine Months Ended September 30,
|
|
% Change
|
|||||||
|
2014
|
|
2013
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Loss before income taxes
|
$
|
(132,294
|
)
|
|
$
|
(47,510
|
)
|
|
178
|
%
|
Provision for income taxes
|
2,430
|
|
|
1,966
|
|
|
24
|
%
|
||
Effective tax rate
|
(2
|
)%
|
|
(4
|
)%
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(dollars in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
91,276
|
|
|
$
|
45,479
|
|
Net cash used in investing activities
|
(273,725
|
)
|
|
(93,148
|
)
|
||
Net cash provided by financing activities
|
55,094
|
|
|
48,952
|
|
||
Net increase (decrease) in cash and cash equivalents, net of foreign currency effect on cash and cash equivalents
|
(131,217
|
)
|
|
2,105
|
|
•
|
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;
|
•
|
the cost, timing and management effort for our development of new services;
|
•
|
the length of the sales cycle for our services;
|
•
|
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 operation and expansion of our business;
|
•
|
significant security breaches, technical difficulties or interruptions of our services;
|
•
|
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;
|
•
|
seasonality in terms of when we enter into customer agreements for our services;
|
•
|
changes in the average duration of our customer agreements;
|
•
|
changes in our renewal and upsell rates;
|
•
|
the timing of customer payments and payment defaults by customers;
|
•
|
extraordinary expenses such as litigation costs or damages, including settlement payments;
|
•
|
the impact of new accounting pronouncements;
|
•
|
changes in laws or regulations impacting the delivery of our services; and
|
•
|
the amount and timing of stock awards and the related financial statement expenses.
|
•
|
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 technologies, software or business cultures; and
|
•
|
become subject to adverse tax consequences, substantial depreciation or deferred compensation charges.
|
•
|
compliance with multiple, conflicting and changing governmental laws and regulations, including employment, tax, competition, privacy and data protection laws and regulations;
|
•
|
compliance by us and our business partners with international bribery and corruption laws, including the UK Bribery Act;
|
•
|
the risk that illegal or unethical activities of our business partners will be attributed to or result in liability to us;
|
•
|
compliance with regional data privacy laws that apply to the transmission of our customers’ data across international borders, many of which are stricter than the equivalent U.S. laws;
|
•
|
difficulties in staffing and managing foreign operations;
|
•
|
different or lesser protection of our intellectual property;
|
•
|
foreign currency fluctuations and controls;
|
•
|
longer sales cycles;
|
•
|
longer accounts receivable payment cycles and other collection difficulties;
|
•
|
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;
|
•
|
different pricing and distribution environments;
|
•
|
local business practices and cultural norms that may favor local competitors;
|
•
|
localization of our services, including translation into foreign languages and associated expenses; and
|
•
|
regional economic and political conditions.
|
•
|
variations in our growth rate, 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 regarding our efforts to expand our offerings for service domains outside of IT, and offerings for small and medium-sized businesses;
|
•
|
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 services due to computer hardware, software or network problems, security breaches, or other man-made or natural disasters;
|
•
|
the economy as a whole, and 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 the volume of trading in our common stock, including sales upon exercise of outstanding options or vesting of equity awards or sales and purchases of any common stock issued upon conversion of the Notes or in connection with the Note Hedge and Warrant transactions relating to the Notes; 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.
|
Exhibit
Number
|
|
Description of Document
|
|
Incorporated by Reference
|
|
Filed
|
||||
Form
|
|
File No.
|
|
Exhibit
|
|
Herewith
|
||||
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Amendment to Employment Agreement, dated July 3, 2014, between the Registrant and David L. Schneider
|
|
|
|
|
|
|
|
X
|
10.2
|
|
Amendment to Employment Agreement, dated August 15, 2014, between the Registrant and Michael P. Scarpelli
|
|
|
|
|
|
|
|
X
|
10.3
|
|
Amendment to Employment Agreement, dated August 15, 2014, between the Registrant and Daniel R. McGee
|
|
|
|
|
|
|
|
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
|
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 Extension Schema Document.
|
|
|
|
|
|
|
|
X
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
|
S
ERVICE
N
OW
, I
NC
.
|
||
|
|
|
|
Date: November 5, 2014
|
By:
|
|
/s/ Frank Slootman
|
|
|
|
Frank Slootman
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(On behalf of the Registrant)
|
|
|
|
|
Date: November 5, 2014
|
By:
|
|
/s/ Michael P. Scarpelli
|
|
|
|
Michael P. Scarpelli
|
|
|
|
Chief Financial Officer
|
|
|
|
(As Principal Financial and Accounting Officer)
|
/s/ Frank Slootman
|
By: Frank Slootman
|
Its: Chief Executive Officer
|
DAVID L. SCHNEIDER
|
/s/ David L. Schneider
|
(Signature)
|
/s/ Frank Slootman
|
By: Frank Slootman
|
Its: Chief Executive Officer
|
MICHAEL P. SCARPELLI
|
/s/ Michael P. Scarpelli
|
(Signature)
|
/s/ Frank Slootman
|
By: Frank Slootman
|
Its: Chief Executive Officer
|
DANIEL R. MCGEE
|
/s/ Daniel R. McGee
|
(Signature)
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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;
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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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
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
|
d.
|
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: November 5, 2014
|
|
|
/s/ Frank Slootman
|
|
Frank Slootman
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
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
|
d.
|
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: November 5, 2014
|
|
|
/s/ Michael P. Scarpelli
|
|
Michael P. Scarpelli
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
September 30, 2014
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: November 5, 2014
|
|
|
/s/ Frank Slootman
|
|
Frank Slootman
Chief Executive Officer
(Principal Executive Officer)
|
•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
September 30, 2014
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: November 5, 2014
|
|
|
/s/ Michael P. Scarpelli
|
|
Michael P. Scarpelli
Chief Financial Officer
(Principal Financial and Accounting Officer)
|