|
☒
|
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
|
|
26-1463205
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
|
|
|
1633 Broadway, 38th Floor
New York, NY
|
|
10019
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock
|
|
MDB
|
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
Emerging growth company
|
¨
|
|
|
|
|
|
Page
|
|
||
|
||
|
||
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||
|
||
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||
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|
|
ITEM 1.
|
FINANCIAL STATEMENTS.
|
|
April 30, 2019
|
|
January 31, 2019
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
158,060
|
|
|
$
|
147,831
|
|
Short-term investments
|
318,346
|
|
|
318,139
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,770 and $1,539 as of April 30, 2019 and January 31, 2019, respectively
|
61,600
|
|
|
72,808
|
|
||
Deferred commissions
|
16,932
|
|
|
15,878
|
|
||
Prepaid expenses and other current assets
|
12,251
|
|
|
11,580
|
|
||
Total current assets
|
567,189
|
|
|
566,236
|
|
||
Property and equipment, net
|
60,309
|
|
|
73,664
|
|
||
Operating lease right-of-use assets
|
12,378
|
|
|
—
|
|
||
Goodwill
|
41,878
|
|
|
41,878
|
|
||
Acquired intangible assets, net
|
14,223
|
|
|
15,894
|
|
||
Deferred tax assets
|
1,753
|
|
|
1,193
|
|
||
Other assets
|
36,511
|
|
|
34,611
|
|
||
Total assets
|
$
|
734,241
|
|
|
$
|
733,476
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,080
|
|
|
$
|
2,153
|
|
Accrued compensation and benefits
|
24,122
|
|
|
25,982
|
|
||
Operating lease liabilities
|
3,575
|
|
|
—
|
|
||
Other accrued liabilities
|
20,138
|
|
|
14,169
|
|
||
Deferred revenue
|
128,252
|
|
|
122,333
|
|
||
Total current liabilities
|
178,167
|
|
|
164,637
|
|
||
Deferred rent, non-current
|
—
|
|
|
2,567
|
|
||
Deferred tax liability, non-current
|
109
|
|
|
106
|
|
||
Operating lease liabilities, non-current
|
9,827
|
|
|
—
|
|
||
Deferred revenue, non-current
|
15,443
|
|
|
15,343
|
|
||
Convertible senior notes, net
|
220,079
|
|
|
216,858
|
|
||
Other liabilities, non-current
|
62,748
|
|
|
69,399
|
|
||
Total liabilities
|
486,373
|
|
|
468,910
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Class A common stock, par value of $0.001 per share; 1,000,000,000 shares authorized as of April 30, 2019 and January 31, 2019; 41,843,367 and 36,286,573 shares issued and outstanding as of April 30, 2019 and January 31, 2019, respectively
|
42
|
|
|
36
|
|
||
Class B common stock, par value of $0.001 per share; 100,000,000 shares authorized as of April 30, 2019 and January 31, 2019; 13,532,080 and 18,134,608 shares issued as of April 30, 2019 and January 31, 2019, respectively; 13,432,709 and 18,035,237 shares outstanding as of April 30, 2019 and January 31, 2019, respectively
|
13
|
|
|
18
|
|
||
Additional paid-in capital
|
775,185
|
|
|
754,612
|
|
||
Treasury stock, 99,371 shares (repurchased at an average of $13.27 per share) as of April 30, 2019 and January 31, 2019
|
(1,319
|
)
|
|
(1,319
|
)
|
||
Accumulated other comprehensive loss
|
(103
|
)
|
|
(174
|
)
|
||
Accumulated deficit
|
(525,950
|
)
|
|
(488,607
|
)
|
||
Total stockholders’ equity
|
247,868
|
|
|
264,566
|
|
||
Total liabilities and stockholders’ equity
|
$
|
734,241
|
|
|
$
|
733,476
|
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
||||
Subscription
|
$
|
83,994
|
|
|
$
|
46,069
|
|
Services
|
5,394
|
|
|
4,070
|
|
||
Total revenue
|
89,388
|
|
|
50,139
|
|
||
Cost of revenue:
|
|
|
|
||||
Subscription
|
22,595
|
|
|
10,070
|
|
||
Services
|
5,577
|
|
|
3,679
|
|
||
Total cost of revenue
|
28,172
|
|
|
13,749
|
|
||
Gross profit
|
61,216
|
|
|
36,390
|
|
||
Operating expenses:
|
|
|
|
||||
Sales and marketing
|
46,120
|
|
|
33,197
|
|
||
Research and development
|
30,868
|
|
|
18,645
|
|
||
General and administrative
|
14,805
|
|
|
11,227
|
|
||
Total operating expenses
|
91,793
|
|
|
63,069
|
|
||
Loss from operations
|
(30,577
|
)
|
|
(26,679
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest income
|
2,303
|
|
|
959
|
|
||
Interest expense
|
(4,689
|
)
|
|
—
|
|
||
Other expense, net
|
(415
|
)
|
|
(368
|
)
|
||
Loss before provision for income taxes
|
(33,378
|
)
|
|
(26,088
|
)
|
||
Provision (benefit) for income taxes
|
(138
|
)
|
|
467
|
|
||
Net loss
|
$
|
(33,240
|
)
|
|
$
|
(26,555
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.61
|
)
|
|
$
|
(0.53
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
54,710,746
|
|
|
50,350,052
|
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(33,240
|
)
|
|
$
|
(26,555
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Unrealized gain (loss) on available-for-sale securities
|
58
|
|
|
(82
|
)
|
||
Foreign currency translation adjustments
|
13
|
|
|
(33
|
)
|
||
Other comprehensive income (loss)
|
71
|
|
|
(115
|
)
|
||
Total comprehensive loss
|
$
|
(33,169
|
)
|
|
$
|
(26,670
|
)
|
|
Class A and
Class B Common Stock |
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balances as of January 31, 2019
|
54,321,810
|
|
|
$
|
54
|
|
|
$
|
754,612
|
|
|
$
|
(1,319
|
)
|
|
$
|
(174
|
)
|
|
$
|
(488,607
|
)
|
|
$
|
264,566
|
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,103
|
)
|
|
(4,103
|
)
|
||||||
Stock option exercises
|
831,901
|
|
|
1
|
|
|
6,437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,438
|
|
||||||
Repurchase of early exercised options
|
(3,981
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
||||||
Vesting of restricted stock units
|
126,346
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
14,009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,009
|
|
||||||
Unrealized loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,240
|
)
|
|
(33,240
|
)
|
||||||
Balances as of April 30, 2019
|
55,276,076
|
|
|
$
|
55
|
|
|
$
|
775,185
|
|
|
$
|
(1,319
|
)
|
|
$
|
(103
|
)
|
|
$
|
(525,950
|
)
|
|
$
|
247,868
|
|
|
Class A and
Class B Common Stock |
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balances as of January 31, 2018
|
50,575,571
|
|
|
$
|
51
|
|
|
$
|
638,680
|
|
|
$
|
(1,319
|
)
|
|
$
|
(159
|
)
|
|
$
|
(389,596
|
)
|
|
$
|
247,657
|
|
Stock option exercises
|
40,723
|
|
|
—
|
|
|
252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252
|
|
||||||
Repurchase of early exercised options
|
(19,395
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
533
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
533
|
|
||||||
Vesting of restricted stock units
|
125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
7,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,508
|
|
||||||
Unrealized loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,555
|
)
|
|
(26,555
|
)
|
||||||
Balances as of April 30, 2018
|
50,597,024
|
|
|
$
|
51
|
|
|
$
|
646,973
|
|
|
$
|
(1,319
|
)
|
|
$
|
(274
|
)
|
|
$
|
(416,151
|
)
|
|
$
|
229,280
|
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(33,240
|
)
|
|
$
|
(26,555
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,323
|
|
|
817
|
|
||
Stock-based compensation
|
14,009
|
|
|
7,508
|
|
||
Amortization of debt discount and issuance costs
|
3,221
|
|
|
—
|
|
||
Amortization of finance right-of-use assets
|
994
|
|
|
—
|
|
||
Non-cash interest on finance lease liabilities
|
905
|
|
|
—
|
|
||
Deferred income taxes
|
(557
|
)
|
|
4
|
|
||
Accretion of discount on short-term investments
|
(1,509
|
)
|
|
(381
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
10,960
|
|
|
14,018
|
|
||
Prepaid expenses and other current assets
|
(260
|
)
|
|
(2,865
|
)
|
||
Deferred commissions
|
(2,987
|
)
|
|
(1,268
|
)
|
||
Other long-term assets
|
32
|
|
|
(70
|
)
|
||
Accounts payable
|
(268
|
)
|
|
(639
|
)
|
||
Deferred rent
|
—
|
|
|
472
|
|
||
Accrued liabilities
|
3,324
|
|
|
(1,967
|
)
|
||
Deferred revenue
|
6,267
|
|
|
2,877
|
|
||
Net cash provided by (used in) operating activities
|
3,214
|
|
|
(8,049
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(389
|
)
|
|
(367
|
)
|
||
Proceeds from maturities of marketable securities
|
140,000
|
|
|
58,000
|
|
||
Purchases of marketable securities
|
(139,024
|
)
|
|
—
|
|
||
Net cash provided by investing activities
|
587
|
|
|
57,633
|
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from exercise of stock options, including early exercised stock options
|
6,437
|
|
|
288
|
|
||
Repurchase of early exercised stock options
|
(30
|
)
|
|
(152
|
)
|
||
Net cash provided by financing activities
|
6,407
|
|
|
136
|
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
19
|
|
|
(8
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
10,227
|
|
|
49,712
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
148,347
|
|
|
62,427
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
158,574
|
|
|
$
|
112,139
|
|
Supplemental cash flow disclosure
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income taxes, net of refunds
|
$
|
735
|
|
|
$
|
118
|
|
Noncash investing and financing activities
|
|
|
|
||||
Vesting of early exercised stock options
|
$
|
127
|
|
|
$
|
533
|
|
Purchases of property and equipment included in accounts payable and accrued liabilities
|
$
|
283
|
|
|
$
|
51
|
|
Construction in progress related to build-to-suit lease obligations
|
$
|
—
|
|
|
$
|
4,225
|
|
Reconciliation of cash, cash equivalents, and restricted cash within the condensed consolidated balance sheets, end of period, to the amounts shown in the statements of cash flows above:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
158,060
|
|
|
$
|
111,617
|
|
Restricted cash, non-current
|
514
|
|
|
522
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
158,574
|
|
|
$
|
112,139
|
|
1.
|
Organization and Description of Business
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Fair Value Measurements
|
|
Fair Value Measurement at April 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
50,356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,356
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. government treasury securities
|
318,346
|
|
|
—
|
|
|
—
|
|
|
318,346
|
|
||||
Total financial assets
|
$
|
368,702
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
368,702
|
|
|
Fair Value Measurement at January 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
88,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,015
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. government treasury securities
|
318,139
|
|
|
—
|
|
|
—
|
|
|
318,139
|
|
||||
Total financial assets
|
$
|
406,154
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
406,154
|
|
4.
|
Convertible Senior Notes
|
(1)
|
during any fiscal quarter commencing after the fiscal quarter ending on October 31, 2018 (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A common stock for at least
20
trading days (whether or not consecutive) during a period of
30
consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to
130%
of the conversion price of the Notes on each applicable trading day;
|
(2)
|
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 the Notes for each trading day of the measurement period was less than
98%
of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate of the Notes on each such trading day;
|
(3)
|
if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
|
(4)
|
upon the occurrence of specified corporate events (as set forth in the indenture governing the Notes).
|
|
April 30, 2019
|
||
Principal
|
$
|
300,000
|
|
Unamortized debt discount
|
(74,178
|
)
|
|
Unamortized debt issuance costs
|
(5,743
|
)
|
|
Net carrying amount
|
$
|
220,079
|
|
|
April 30, 2019
|
||
Debt discount for conversion option
|
$
|
84,168
|
|
Issuance costs
|
(2,485
|
)
|
|
Net carrying amount
|
$
|
81,683
|
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Contractual interest expense
|
$
|
563
|
|
|
$
|
—
|
|
Amortization of debt discount
|
3,033
|
|
|
—
|
|
||
Amortization of issuance costs
|
188
|
|
|
—
|
|
||
Total
|
$
|
3,784
|
|
|
$
|
—
|
|
|
Three Months Ended April 30, 2019
|
||
Finance lease cost:
|
|
||
Amortization of right-of-use assets
|
$
|
994
|
|
Interest on lease liabilities
|
905
|
|
|
Operating lease cost
|
967
|
|
|
Short-term lease cost
|
395
|
|
|
Total lease cost
|
$
|
3,261
|
|
|
April 30, 2019
|
||
Operating Leases:
|
|
||
Operating lease right-of-use assets
|
$
|
12,378
|
|
Operating lease liabilities (current)
|
3,575
|
|
|
Operating lease liabilities, non-current
|
9,827
|
|
|
Finance Lease:
|
|
||
Property and equipment, net
|
$
|
42,392
|
|
Other accrued liabilities
|
2,133
|
|
|
Other liabilities, non-current
|
62,755
|
|
|
Three Months Ended April 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from finance lease
|
$
|
—
|
|
Operating cash flows from operating leases
|
1,032
|
|
|
Financing cash flows from finance lease
|
—
|
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Finance lease
|
$
|
—
|
|
Operating leases
|
2,269
|
|
|
Weighted-average remaining lease term (in years):
|
|
||
Finance lease
|
10.7
|
|
|
Operating leases
|
4.8
|
|
|
Weighted-average discount rate:
|
|
||
Finance lease
|
5.6
|
%
|
|
Operating leases
|
6.1
|
%
|
Year Ending January 31,
|
Finance Lease
|
|
Operating Leases
|
||||
Remainder of 2020
|
$
|
3,732
|
|
|
$
|
4,017
|
|
2021
|
8,073
|
|
|
4,189
|
|
||
2022
|
8,073
|
|
|
2,579
|
|
||
2023
|
8,073
|
|
|
2,529
|
|
||
2024
|
8,073
|
|
|
1,014
|
|
||
Thereafter
|
51,274
|
|
|
2,103
|
|
||
Total minimum payments
|
87,298
|
|
|
16,431
|
|
||
Less imputed interest
|
(22,410
|
)
|
|
(3,029
|
)
|
||
Present value of future minimum lease payments
|
64,888
|
|
|
13,402
|
|
||
Less current obligations under leases
|
(2,133
|
)
|
|
(3,575
|
)
|
||
Non-current lease obligations
|
$
|
62,755
|
|
|
$
|
9,827
|
|
Year Ending January 31,
|
Financing Lease
|
|
Operating Leases
|
||||
2020
|
$
|
3,732
|
|
|
$
|
4,578
|
|
2021
|
8,073
|
|
|
3,765
|
|
||
2022
|
8,073
|
|
|
2,277
|
|
||
2023
|
8,073
|
|
|
2,224
|
|
||
2024
|
8,073
|
|
|
922
|
|
||
Thereafter
|
51,274
|
|
|
2,149
|
|
||
Total minimum payments
|
$
|
87,298
|
|
|
$
|
15,915
|
|
6.
|
Commitments and Contingencies
|
7.
|
Revenue
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Primary geographical markets:
|
|
|
|
||||
Americas
|
$
|
57,756
|
|
|
$
|
33,420
|
|
EMEA
|
25,320
|
|
|
14,024
|
|
||
Asia Pacific
|
6,312
|
|
|
2,695
|
|
||
Total
|
$
|
89,388
|
|
|
$
|
50,139
|
|
|
|
|
|
||||
Subscription product categories and services:
|
|
|
|
||||
MongoDB Atlas-related
|
$
|
30,863
|
|
|
$
|
6,963
|
|
Other subscription
|
53,131
|
|
|
39,106
|
|
||
Services
|
5,394
|
|
|
4,070
|
|
||
Total
|
$
|
89,388
|
|
|
$
|
50,139
|
|
8.
|
Equity Incentive Plans and Employee Stock Purchase Plan
|
|
Shares
|
|
Weighted-
Average Exercise Price Per Share |
|
Weighted-
Average Remaining Contractual Term (In Years) |
|
Aggregate
Intrinsic Value |
|||||
Balance - January 31, 2019
|
8,621,010
|
|
|
$
|
7.75
|
|
|
6.7
|
|
$
|
729,392
|
|
Stock options exercised
|
(831,901
|
)
|
|
7.71
|
|
|
|
|
|
|||
Stock options forfeited and expired
|
(77,121
|
)
|
|
10.45
|
|
|
|
|
|
|||
Balance - April 30, 2019
|
7,711,988
|
|
|
7.73
|
|
|
6.5
|
|
1,027,149
|
|
||
Vested and exercisable - January 31, 2019
|
5,342,183
|
|
|
6.95
|
|
|
6.0
|
|
456,275
|
|
||
Vested and exercisable - April 30, 2019
|
4,917,890
|
|
|
$
|
6.95
|
|
|
5.9
|
|
$
|
658,851
|
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value per RSU
|
|||
Unvested - January 31, 2019
|
1,988,774
|
|
|
$
|
54.22
|
|
RSUs granted
|
1,027,610
|
|
|
105.50
|
|
|
RSUs vested
|
(126,346
|
)
|
|
45.42
|
|
|
RSUs forfeited and canceled
|
(24,629
|
)
|
|
56.03
|
|
|
Unvested - April 30, 2019
|
2,865,409
|
|
|
$
|
72.98
|
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Cost of revenue—subscription
|
$
|
988
|
|
|
$
|
359
|
|
Cost of revenue—services
|
593
|
|
|
184
|
|
||
Sales and marketing
|
4,940
|
|
|
2,218
|
|
||
Research and development
|
4,520
|
|
|
2,206
|
|
||
General and administrative
|
2,968
|
|
|
2,610
|
|
||
Total stock-based compensation expense
|
$
|
14,009
|
|
|
$
|
7,577
|
|
9.
|
Net Loss per Share
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Net loss
|
$
|
(33,240
|
)
|
|
$
|
(26,555
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted-average shares used to compute net loss per share, basic and diluted
|
54,710,746
|
|
|
50,350,052
|
|
||
|
|
|
|
||||
Net loss per share, basic and diluted
|
$
|
(0.61
|
)
|
|
$
|
(0.53
|
)
|
|
Three Months Ended April 30,
|
||||
|
2019
|
|
2018
|
||
Stock options to purchase Class A common stock
|
2,471,439
|
|
|
3,539,338
|
|
Stock options to purchase Class B common stock
|
5,700,441
|
|
|
9,001,291
|
|
Unvested restricted stock units
|
2,561,471
|
|
|
646,518
|
|
Early exercised stock options
|
47,550
|
|
|
234,646
|
|
Shares underlying the conversion spread in the convertible senior notes
|
1,945,081
|
|
|
—
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(unaudited, dollars in thousands)
|
||||||
Consolidated Statements of Operations Data:
|
|
|
|
||||
Revenue:
|
|
|
|
||||
Subscription
|
$
|
83,994
|
|
|
$
|
46,069
|
|
Services
|
5,394
|
|
|
4,070
|
|
||
Total revenue
|
89,388
|
|
|
50,139
|
|
||
Cost of revenue:
|
|
|
|
||||
Subscription
(1)
|
22,595
|
|
|
10,070
|
|
||
Services
(1)
|
5,577
|
|
|
3,679
|
|
||
Total cost of revenue
|
28,172
|
|
|
13,749
|
|
||
Gross profit
|
61,216
|
|
|
36,390
|
|
||
Operating expenses:
|
|
|
|
||||
Sales and marketing
(1)
|
46,120
|
|
|
33,197
|
|
||
Research and development
(1)
|
30,868
|
|
|
18,645
|
|
||
General and administrative
(1)
|
14,805
|
|
|
11,227
|
|
||
Total operating expenses
|
91,793
|
|
|
63,069
|
|
||
Loss from operations
|
(30,577
|
)
|
|
(26,679
|
)
|
||
Other income (expense), net
|
(2,801
|
)
|
|
591
|
|
||
Loss before provision for income taxes
|
(33,378
|
)
|
|
(26,088
|
)
|
||
Provision (benefit) for income taxes
|
(138
|
)
|
|
467
|
|
||
Net loss
|
$
|
(33,240
|
)
|
|
$
|
(26,555
|
)
|
|
(1)
|
Includes stock‑based compensation expense as follows:
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(unaudited, dollars in thousands)
|
||||||
Cost of revenue—subscription
|
$
|
988
|
|
|
$
|
359
|
|
Cost of revenue—services
|
593
|
|
|
184
|
|
||
Sales and marketing
|
4,940
|
|
|
2,218
|
|
||
Research and development
|
4,520
|
|
|
2,206
|
|
||
General and administrative
|
2,968
|
|
|
2,610
|
|
||
Total stock‑based compensation expense
|
$
|
14,009
|
|
|
$
|
7,577
|
|
|
Three Months Ended April 30,
|
||||
|
2019
|
|
2018
|
||
|
(unaudited, dollars in thousands)
|
||||
Percentage of Revenue Data:
|
|
|
|
||
Revenue:
|
|
|
|
||
Subscription
|
94
|
%
|
|
92
|
%
|
Services
|
6
|
%
|
|
8
|
%
|
Total revenue
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
||
Subscription
|
25
|
%
|
|
20
|
%
|
Services
|
6
|
%
|
|
7
|
%
|
Total cost of revenue
|
31
|
%
|
|
27
|
%
|
Gross profit
|
69
|
%
|
|
73
|
%
|
Operating expenses:
|
|
|
|
||
Sales and marketing
|
52
|
%
|
|
66
|
%
|
Research and development
|
34
|
%
|
|
38
|
%
|
General and administrative
|
17
|
%
|
|
22
|
%
|
Total operating expenses
|
103
|
%
|
|
126
|
%
|
Loss from operations
|
(34
|
)%
|
|
(53
|
)%
|
Other income (expense), net
|
(3
|
)%
|
|
1
|
%
|
Loss before provision for income taxes
|
(37
|
)%
|
|
(52
|
)%
|
Provision for income taxes
|
—
|
%
|
|
—
|
%
|
Net loss
|
(37
|
)%
|
|
(52
|
)%
|
|
Three Months Ended April 30,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(unaudited, dollars in thousands)
|
|||||||||||||
Subscription
|
$
|
83,994
|
|
|
$
|
46,069
|
|
|
$
|
37,925
|
|
|
82
|
%
|
Services
|
5,394
|
|
|
4,070
|
|
|
1,324
|
|
|
33
|
%
|
|||
Total revenue
|
$
|
89,388
|
|
|
$
|
50,139
|
|
|
$
|
39,249
|
|
|
78
|
%
|
|
Three Months Ended April 30,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(unaudited, dollars in thousands)
|
|||||||||||||
Other income, net
|
$
|
(2,801
|
)
|
|
$
|
591
|
|
|
$
|
(3,392
|
)
|
|
(574
|
)%
|
|
Three Months Ended April 30,
|
|
Change
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(unaudited, dollars in thousands)
|
|||||||||||||
Provision for (Benefit from) income taxes
|
$
|
(138
|
)
|
|
$
|
467
|
|
|
$
|
(605
|
)
|
|
(130
|
)%
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(unaudited, dollars in thousands)
|
||||||
Net cash provided by (used in) operating activities
|
$
|
3,214
|
|
|
$
|
(8,049
|
)
|
Net cash provided by investing activities
|
587
|
|
|
57,633
|
|
||
Net cash provided by financing activities
|
$
|
6,407
|
|
|
$
|
136
|
|
|
Three Months Ended April 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(unaudited, dollars in thousands)
|
||||||
Net cash provided by (used in) operating activities
|
$
|
3,214
|
|
|
$
|
(8,049
|
)
|
Capital expenditures
|
(389
|
)
|
|
(367
|
)
|
||
Capitalized software
|
—
|
|
|
—
|
|
||
Free cash flow
|
$
|
2,825
|
|
|
$
|
(8,416
|
)
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 4.
|
CONTROLS AND PROCEDURES.
|
•
|
changes in actual and anticipated growth rates of our revenue, customers and other key operating metrics;
|
•
|
new product announcements, pricing changes and other actions by competitors;
|
•
|
the mix of revenue and associated costs attributable to subscriptions for our MongoDB Enterprise Advanced and MongoDB Atlas offerings (such as our non-cancelable multi-year cloud infrastructure capacity commitments, which require us to pay for such capacity irrespective of actual usage) and professional services, as such relative mix may impact our gross margins and operating income;
|
•
|
the mix of revenue and associated costs attributable to sales where subscriptions are bundled with services versus sold on a standalone basis and sales by us and our partners;
|
•
|
our ability to attract new customers;
|
•
|
our ability to retain customers and expand their usage of our software, particularly for our largest customers;
|
•
|
our inability to enforce the AGPL or SSPL;
|
•
|
delays in closing sales, including the timing of renewals, which may result in revenue being pushed into the next quarter, particularly because a large portion of our sales occur toward the end of each quarter;
|
•
|
the timing of revenue recognition;
|
•
|
the mix of revenue attributable to larger transactions as opposed to smaller transactions;
|
•
|
changes in customers’ budgets and in the timing of their budgeting cycles and purchasing decisions;
|
•
|
customers and potential customers opting for alternative products, including developing their own in‑house solutions, or opting to use only the free version of our products;
|
•
|
fluctuations in currency exchange rates;
|
•
|
our ability to control costs, including our operating expenses;
|
•
|
the timing and success of new products, features and services offered by us and our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;
|
•
|
significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our software;
|
•
|
our failure to maintain the level of service uptime and performance required by our customers;
|
•
|
the collectability of receivables from customers and resellers, which may be hindered or delayed if these customers or resellers experience financial distress;
|
•
|
general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;
|
•
|
sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;
|
•
|
the impact of new accounting pronouncements; and
|
•
|
fluctuations in stock‑based compensation expense.
|
•
|
the effectiveness of our sales force, in particular new sales people as we increase the size of our sales force;
|
•
|
changes in a specific country’s or region’s political or economic conditions;
|
•
|
the need to adapt and localize our products for specific countries;
|
•
|
greater difficulty collecting accounts receivable and longer payment cycles;
|
•
|
unexpected changes in laws, regulatory requirements, taxes or trade laws;
|
•
|
more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in EMEA;
|
•
|
differing labor regulations, especially in EMEA, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;
|
•
|
challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;
|
•
|
difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory systems;
|
•
|
increased travel, real estate, infrastructure and legal compliance costs associated with international operations;
|
•
|
currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;
|
•
|
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
|
•
|
laws and business practices favoring local competitors or general preferences for local vendors;
|
•
|
limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;
|
•
|
political instability or terrorist activities;
|
•
|
exposure to liabilities under anti‑corruption and anti‑money laundering laws, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act and similar laws and regulations in other jurisdictions; and
|
•
|
adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
|
•
|
an acquisition may negatively affect our results of operations because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by stockholders and third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
|
•
|
we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;
|
•
|
we may not be able to realize anticipated synergies;
|
•
|
an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
|
•
|
an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company and we may experience increased customer churn with respect to the company acquired;
|
•
|
we may encounter challenges integrating the employees of the acquired company into our company culture;
|
•
|
we may may be unable to successfully sell any acquired products, increase adoption or usage of acquired products, or increase spend by acquired customers;
|
•
|
our use of cash to pay for acquisitions would limit other potential uses for our cash;
|
•
|
if we incur debt to fund any acquisitions, such debt may subject us to material restrictions on our ability to conduct our business, including financial maintenance covenants; and
|
•
|
if we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.
|
•
|
announcements of new products or technologies, commercial relationships, acquisitions or other events by us or our competitors;
|
•
|
changes in how customers perceive the benefits of our product and future product offerings and releases;
|
•
|
departures of key personnel;
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
fluctuations in the trading volume of our shares or the size of our public float;
|
•
|
sales of large blocks of our Class A common stock;
|
•
|
actual or anticipated changes or fluctuations in our results of operations;
|
•
|
whether our results of operations meet the expectations of securities analysts or investors;
|
•
|
changes in actual or future expectations of investors or securities analysts;
|
•
|
significant data breach involving our software;
|
•
|
litigation involving us, our industry, or both;
|
•
|
regulatory developments in the United States, foreign countries or both;
|
•
|
general economic conditions and trends;
|
•
|
major catastrophic events in our domestic and foreign markets; and
|
•
|
“flash crashes,” “freeze flashes” or other glitches that disrupt trading on the securities exchange on which we are listed.
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a breach of fiduciary duty;
|
•
|
any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; and
|
•
|
any action asserting a claim against us that is governed by the internal‑affairs doctrine.
|
•
|
a classified board of directors with three‑year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
|
•
|
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president (in the absence of a chief executive officer), which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
the requirement for the affirmative vote of holders of a majority of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business (including our classified board structure) or certain provisions of our amended and restated bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
|
•
|
the ability of our board of directors to amend our bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt;
|
•
|
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; and
|
•
|
the authorization of two classes of common stock, as discussed above.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
(a)
|
Recent Sales of Unregistered Equity Securities
|
(b)
|
Use of Proceeds
|
(c)
|
Issuer Purchases of Equity Securities
|
Period
|
|
Total number of shares purchased
(1)
|
|
Average price paid per share
|
|||
February 1 to February 28, 2019
|
|
365
|
|
|
$
|
6.50
|
|
March 1 to March 31, 2019
|
|
1,095
|
|
|
$
|
6.69
|
|
April 1 to April 30, 2019
|
|
2,521
|
|
|
$
|
7.92
|
|
(1) Under certain stock option grant agreements between us and our employees, in the event an employee’s service with us terminates, we have the right to repurchase shares of Class A common stock that were acquired by such employee pursuant to the exercise of stock options that have not yet vested as of such employee’s termination date. Pursuant to these agreements, we may repurchase all or any unvested shares at the lower of (1) the fair market value of such shares (as determined under our 2016 Amended and Restated Equity Incentive Plan) on the date of repurchase, or (2) the price equal to the employee’s exercise price for such shares. The shares set forth above were repurchased pursuant to this right of repurchase.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
ITEM 5.
|
OTHER INFORMATION.
|
ITEM 6.
|
EXHIBITS.
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
|||
Exhibit
Number |
|
Description
|
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1†
|
|
|
10-Q
|
001-38240
|
2.1
|
12/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
8-K
|
001-38240
|
3.1
|
10/25/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
S-1
|
333-220557
|
3.4
|
9/21/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
†
|
|
Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
|
*
|
|
This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
|
|
MONGODB, INC.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Date: June 7, 2019
|
By:
|
|
/s/ Dev Ittycheria
|
|
|
Name:
|
Dev Ittycheria
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(
Principal Executive Officer
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael Gordon
|
|
|
Name:
|
Michael Gordon
|
|
|
Title:
|
Chief Operating Officer and Chief Financial Officer
|
|
|
|
(
Principal Financial Officer
)
|
1.
|
POSITION/SPHERE OF ACTIVITY
|
1.1.
|
The Employee is employed by the Company as Chief Revenue Officer of MongoDB, Inc., the U.S. parent of the Company (“
Parent
”).
|
1.2.
|
The Employee shall report to Chief Executive Officer of Parent.
|
1.3.
|
The Employee's main duties and responsibilities shall consist in particular in Management of Parent’s sales organization including Recruiting, Development and Execution.
|
1.4.
|
The Company reserves its right to assign to the Employee, from time to time, other duties and responsibilities that are in line with his education and expertise.
|
2.
|
DUTIES
|
2.1.
|
The Employee shall promote the affairs of the Company diligently and carefully and shall safeguard the interests of the Company.
|
2.2.
|
The Employee may be required to provide confirmation of his eligibility to work in Switzerland. This will include a copy of his passport and, if necessary, of his work permit. Employment with the Company is strictly conditional upon the Employee's eligibility to work in Switzerland.
|
2.3.
|
The Employee shall devote his full working energy to the benefit of his role as per this Agreement. The exercise of any other professional or business activity for the Employee's own account or for
|
2.4.
|
The Employee represents and warrants that (i) neither the execution of this Agreement, nor his employment by the Company violates any restriction, contractual or otherwise, to which he is subject, notably related to any previous employment, and (ii) he is not subject to any restriction, contractual or otherwise, that might interfere with the performance of his duties to the Company once he commences employment.
|
2.5.
|
The Employee acknowledges that the Company is part of a multinational group of companies with a parent company in the U.S.
|
2.6.
|
Without limiting the foregoing (Clause 2.5), the Employee understands that he may not at any time during the employment with the Company, pay, give, provide, or offer, or promise to pay, give, provide or offer, any money or any other thing of value not legitimately due, directly or indirectly, to, or for the benefit of:
|
2.7.
|
The Employee is not allowed to bind the Company or any of its affiliated companies towards third parties, as he does not have any power or authority to represent the Company or any of its affiliated companies. More in particular, the Employee does not have any authority to negotiate any contract on behalf of the Company or any of its affiliated companies, nor does the Employee have authority or power to enter into contracts of any kind and nature on behalf of the Company or any of its affiliated companies. Furthermore, the Employee does not have any authority to sign and accept any sales orders on behalf of the Company or any of its affiliated companies. Any contracts shall be negotiated by the Company or its affiliated company, as appropriate. Any contracts and sales orders shall be approved by a duly authorized officer of the Company or its affiliated company, as appropriate. For sake of clarity any customer contracts can only be negotiated, entered into and approved by Parent or the Company’s affiliate MongoDB Limited (Ireland) and any sales orders from customers can only be accepted and approved by Parent or the Company’s affiliate MongoDB Limited (Ireland). Furthermore, during his employment, the Employee must not have any financial interest in, or derive any financial or other benefit from, contracts or transactions with any third party entered into by the Company or any affiliated company or a group company for which he has performed services under
|
2.8.
|
In case of discrepancy between one or several provisions of this Agreement and any regulations, rules or directives issued from time to time by the Company, the provision(s) of this Agreement shall prevail.
|
3.
|
DURATION AND TERMINATION OF THIS AGREEMENT
|
3.1.
|
This Agreement becomes effective on February 11, 2019 (the "
Commencement Date
") with recognized seniority since July 3, 2017.
|
3.2.
|
This Agreement is concluded for an indefinite period of time, but ends without notice at the end of the month during which the Employee reaches retirement age, as defined by Swiss law.
|
3.3.
|
The Agreement may further be immediately terminated for valid reasons pursuant to Article 337 and seq. of the Swiss Code of Obligations.
|
3.4.
|
The Company is entitled to place the Employee on garden leave during part or all the notice period.
|
3.5.
|
In the event the Employee’s employment is terminated by the Company without “Cause” (as defined below) (and other than as a result of death or disability), or the Employee terminate the Employee’s employment with the Company for “Good Reason” (as defined below) (collectively, an “
Involuntary Termination
”), and provided that the Employee remain in compliance with the terms of this Agreement, the Company will provide the Employee with the following severance benefits (collectively, the “
Severance Benefits
”): (a) an amount equal to six (6) months (minus any notice period required by Swiss law) of the Employee’s then-current annual gross salary as per Clause 6.1 below to be paid in equal instalments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of the Involuntary Termination; and (b) an amount equal to six (6) months of the Employee’s then-current premium for mandatory health insurance to be paid in equal instalments on the Company’s normal payroll schedule over the six (6) month period minus any notice period required by Swiss law immediately following the date of the Involuntary Termination.
|
4.
|
PLACE OF WORK / HOME OFFICE / WORKING HOURS
|
4.1.
|
Given his position within the Company, the Employee shall be traveling and performing his activities throughout the assigned countries. Any travel must comply with the Company’s travel policies in effect at the time of travel.
|
4.2.
|
Besides the travelling, the Employee's normal place of work is his home in Switzerland. However, the Employee is not authorized to hold out his home office location as a company place of business or list it in any official communication. The Employee does not receive any remuneration from the Company for the home office. The Employee's home is not at the disposal of the Company. When the Employee works from home, he undertakes to carry out his work alone, without the assistance of any family members or other persons not associated with the Company.
|
4.3.
|
The parties may mutually agree to base the Employee at other locations whether temporarily or permanently, in or outside Switzerland, as the needs of the business require. The Employee is not required to conduct any day to day activity in Italy.
|
4.4.
|
The Employee shall work on a full-time basis. The Employee's working hours shall be determined based on the actual needs of the Company in accordance with the Employee's position and
|
4.5.
|
The Employee agrees with a simplified recording of working time in the meaning of Article 73b paragraph 1 of the Employment Ordinance 1 (ArGV 1). The Employee shall keep a record and inform the Company of his daily working hours, in order for the Company and any authority, as the case may be, to ascertain at any time that his working hours comply with Swiss laws.
|
4.6.
|
The Employee shall comply with all work and rest period provisions as per the Federal Labor Act, summarized in the Appendix II to the present agreement. Without limiting the foregoing, the Employee understands that he may not undertake any work on Sundays, Swiss public holidays, and between 11:00 PM and 6:00 AM (Central European Time). The Employee shall take breaks according to the following schedule on a daily basis of no less than: 15 minutes in the event his working day exceeds 5 ½ hours, 30 minutes in the event his working day exceeds 7 hours, and 1 hour in the event his working day exceeds 9 hours.
|
5.
|
WORKING TOOLS AND MATERIALS
|
5.1.
|
The Employer shall provide the Employee with the necessary tools for the performance of its contractual obligations, such as a laptop.
|
5.2.
|
The items under Clause 5.1 are lent to the Employee. The Employee is required to preserve the items under Clause 5.1 in good working conditions and to inform the Company without delay if the items are not working properly. In all cases, the Employee is liable to the Company for wrongful damage and loss of equipment.
|
5.3.
|
The Employee shall be responsible for taking out and maintaining a valid policy of insurance covering the equipment used to work at home.
|
5.4.
|
The Employee also agrees and accepts that he is responsible for ensuring the security of Company confidential information in his home. The Employee is required to take all necessary measures to ensure that no one else can access the items made available by the Company. In all cases, access to the computer will be restricted by a password known only to the Employee.
|
5.5.
|
The items under Clause 5.1 are intended for the exclusive performance of the Employee's contractual obligations. Any use of the items under Clause 5.1 for private purposes is strictly prohibited.
|
5.6.
|
The Employee is forbidden to make any technical changes to the items under Clause 5.1 without prior written consent of the Employer.
|
5.7.
|
The items under Clause 5.1 remains the Company's property. These items must be returned to the Company at the end of the employment relationship or earlier, upon the Company's request.
|
6.
|
COMPENSATION, BONUS, EXPENSES, ALLOWANCES
|
6.1.
|
The Employee shall receive an annual gross salary of CHF 252,033, payable in thirteen monthly instalments at the end of each month.
|
6.2.
|
During his employment as Chief Revenue Officer of Parent, the Employee will be eligible to participate in the Sales Compensation Plan adopted by the company. The Employee’s target sales compensation plan allows the Employee to earn an additional CHF 352,846 gross per annum as bonus, subject to the terms of the plan. The plan will be provided separately.
|
6.3.
|
The Company will deduct the legally and statutory required social security contributions from the Employee's salary, unless otherwise agreed between the parties (who would then sign an official form so that the Employee would register with the Social Security Authorities and remit the social security contributions himself) to the extent admissible under Swiss law. The Company will also deduct tax at sources from the Employee's salary, if applicable.
|
6.4.
|
The Employee shall be reimbursed by the Company for all items of travel, hotel, and other miscellaneous business expenses reasonably incurred by him on behalf of the Company in the performance of his duties under this Agreement provided always that the incurring of such expenses has been expressly authorized and approved by the Company and upon provision of receipts or other evidence to the Company, in accordance with the Company travel and expense policy. Notwithstanding anything to the contrary contained herein, the Employee shall not be entitled to reimbursement for any personal-related expenses. For sake of clarity, the Employee does not receive any remuneration or expense reimbursement from the Company for his home office.
|
6.5.
|
The Company will provide the Employee with a monthly lump sum to cover his own housing and health care coverage premiums in the amount of CHF 3,024 gross per month.
|
6.6.
|
The Company may require the Employee to work in New York for a limited period of time during summer of 2019. In that case, the Company will provide the Employee with an additional monthly lump sum allowance of USD15,000 (with the maximum allowance of up to USD45,000 for 2019) during the period of his stay in New York to cover his local accommodation costs reasonably incurred by him on behalf during such business trip to New York in 2019.
|
7.
|
EQUITY
|
8.
|
PENSION PLAN – ACCIDENT INSURANCE
|
8.1.
|
The Employee shall participate in the Company's pension fund and be subject to the regulations concerning employee contributions and benefits as applicable from time to time.
|
8.2.
|
The Employee shall be insured against professional and non-professional accidents in compliance with the Federal Act on Accident Insurance (UVG).
|
9.
|
HOLIDAYS
|
9.1.
|
In addition to the public holidays in the place where he is domiciled in Switzerland, the Employee is entitled to twenty five (25) days holiday per calendar year, which shall be taken in agreement with the Company.
|
9.2.
|
Vacation must be taken during the corresponding calendar year.
|
9.3.
|
In case of garden leave, the Employee is supposed to take all his remaining days of holidays during this period, up to the maximum amount admissible under Swiss law.
|
10.
|
UNFITNESS TO WORK
|
10.1.
|
If the Employee is incapacitated during the employment for a period exceeding three working days, he will have to provide the Company with a medical certificate signed by a qualified medical practitioner.
|
10.2.
|
The Company has a standard insurance policy for loss of salary due to inability to work in case of illness. The contract foresees coverage of up to 80% of the gross salary up to a maximum of 300,000 CHF per year, from the 31st to the 730th day of disability to work in the case of illness. From the initial day of disability up to the initial day of insurance benefits, the Company will pay the full salary in accordance to Article 324a Swiss Code of Obligations (CO) and the Zurich Scale. The payment of the premium is paid 50 % by the Company and 50% by the Employee per a deduction from the monthly salary. The current conditions and details of the standard insurance policy have been communicated to the Employee. The conditions of the insurance may vary at any time. The Company is free from all other obligations as to the Article 324a CO with regards to illness.
|
11.
|
CONFIDENTIALITY
|
11.1.
|
The Employee shall not during the continuance of his employment or afterwards (unless authorized in writing to do so by the Company) use for his own benefit or that of any other persons or disclose or permit or cause the unauthorized disclosure of any confidential information of the Company or any of its affiliates which he has obtained by virtue of his employment or by virtue of his activities within the Company and Parent. Confidential information includes, but is not limited to, any business matters and procedures related to the Company or any of its affiliates, its or their clients and suppliers and other business contacts of the Company or any of its affiliates.
|
11.2.
|
The Employee undertakes to take all necessary measures to ensure that no one else can have access to confidential information.
|
11.3.
|
Upon leaving the Company or upon request by the Company or Parent, the Employee will have to return to the Company all correspondence, documents, lists, disks, keys and security, passes and other papers (or other means of storing or recording information), including drafts and copies, and all other material of whatever nature in the possession or under the control of the Employee which relate directly or indirectly to the affairs of the Company or any of its affiliates.
|
11.4.
|
The provisions under this section 11 survive the end of the employment relationship.
|
12.
|
INTELLECTUAL PROPERTY RIGHTS
|
12.1.
|
The Employee acknowledges that inventions, improvements, discoveries, technical ideas and designs made or acquired by him, alone or with others, during the course of his employment with the Company in relation to the products, techniques, processes and formulas, formulations and applications, and all patents, designs, copyright and other artistic, commercial or industrial property rights covering the same, are the absolute property of the Company. The Employee shall promptly disclose to the Company any idea or invention created or developed by him which is actually or potentially relevant to the business of the Company.
|
12.2.
|
To the fullest extent permitted by law the Employee waives irrevocably and unconditionally any moral rights in any part of the world that he has or may have in any such inventions. If and to the extent that an assignment or waiver of any of the above-mentioned rights is not permitted under applicable law, the Employees agrees not to assert them and authorize the Company the exercise such rights on his behalf. In particular, the Company shall have the unrestricted right to exercise the author's moral rights in the works, including without limitation the right to alter the works, create derivative works and to determine whether, when, how and under what name the works shall be published.
|
12.3.
|
All inventions, patents, trademarks, and corresponding applications and designs which are generated by the Employee, alone or with others, while performing his activity for the Company but outside the performance of his contractual duties, shall also belong to the Company, as long as this does not conflict with the Company's regulations. If the Employee makes any such invention/design, he shall promptly inform the Company thereof in writing. If the Company declares that it wishes to acquire such invention/design, the Employee shall be entitled to an appropriate special compensation, which shall be assessed in accordance with Article 332(4) of the Swiss Code of Obligations ("
CO
").
|
12.4.
|
To the extent that such inventions, patents, trademarks and corresponding applications, designs, tangible and intangible work result do not vest automatically in the Company pursuant to Clauses 12.1 and 12.3 the Employee hereby irrevocably assigns to the Company all right title and interest in all such inventions, patents, trademarks and corresponding applications designs, tangible and intangible work result and will execute all documents which may be necessary to give effect to the provision of Clauses 12.1 and 12.3.
|
12.5.
|
Save for the special compensation according to Article 332 (4) CO regarding inventions generated by the Employee alone or with others while performing his employment activity for the Company but outside his contractual duties, the Employee shall not be entitled to any compensation for the rights granted to the Company under the provisions of this Agreement in addition to his contractual salary.
|
12.6.
|
This provision shall survive termination of employment insofar as they relate to discoveries, inventions, secret processes, improvements in procedure, trademarks, registered designs, design rights, copyright, database rights and all other intellectual property rights which were created before the termination date.
|
13.
|
DATA PROTECTION / PERSONAL DATA
|
13.1.
|
The Employee acknowledges and agrees that the Company may process personal data to the extent that such data concern the employee's suitability for his job or are necessary for the performance of the employment contract.
|
13.2.
|
The Employee acknowledges and agrees that the Company may transfer his data to an external service provider that would deal with Human Resources tasks, such as salary management. The Employee authorizes the Company to process and transfer his data abroad, to associated companies or third parties in and outside Switzerland, including to the United States of America or to countries within the European Economic Area (EEA), where the Company has affiliates and/or service providers supporting the Company in human resources, legal, accounting or financial matters. The Company
|
13.3.
|
It is the responsibility of the Employee to communicate his personal data (such as private address, telephone number, change in marital status, births, adoption, etc.) and all changes thereto to the Company without delay.
|
13.4.
|
The Employee must inform the Company at least six weeks in advance of any change of place of residence.
|
14.
|
NON-COMPETITION AND NON-SOLICITATION
|
14.1.
|
The Employee acknowledges that he will have access to the customers and/or to business secrets, and that the use of such knowledge could significantly damage the Company.
|
14.2.
|
For a period of twelve (12) months after the termination of this Agreement, the Employee undertakes not to engage in any of the following activities anywhere in the world:
|
14.3.
|
In case of breach of the Clause 14.2, the Employee shall pay to the Company a penalty in the amount of CHF 77,548 for each instance of violation. Payment of the penalty shall not discharge the Employee from complying with his undertakings pursuant to this clause.
|
14.4.
|
In addition to the payment of the penalty and any further damages the Company may have incurred as a result of the breach, the Company shall have the right to request that the Employee ceases and desists from any prohibited activities and to apply to the courts for injunctive relief.
|
15.
|
MISCELLANEOUS
|
15.1.
|
This Agreement supersedes any prior agreement, offer or understanding with respect to the subject matter thereof, including the employment agreement between the Employee and the Company dated July 3, 2017.
|
15.2.
|
This Agreement may be amended only by a written memorandum executed by each of the parties.
|
16.
|
GOVERNING LAW
|
Appendix I:
|
Form of Separation Agreement
|
Appendix II:
|
Übersicht über die wichtigsten Arbeits- und Ruhezeitvorschriften für Arbeitnehmer mit
einer wöchentlicher Höchstarbeitszeit von 45h |
Re:
|
Terms of
[Resignation or Separation]
|
German
|
English
|
Übersicht über die wichtigsten Arbeits- und Ruhezeitvorschriften für Arbeitnehmer mit einer wöchentlicher Höchstarbeitszeit von 45h
1. Vorbemerkung
In Betrieben mit weniger als 50 Angestellten kann die vereinfachte Arbeitszeiterfassung gemäss Art. 73b der Verordnung 1 zum Arbeitsgesetz (ArGV 1; SR 822.111) auch individuell mit der einzelnen Arbeitnehmerin oder dem einzelnen Arbeitnehmer schriftlich vereinbart werden.
Für die Einführung der vereinfachten Arbeitszeiterfassung wird zunächst verlangt, dass die Arbeitszeiten zu einem namhaften Teil von der Arbeitnehmerin oder dem Arbeitnehmer selber festlegt werden können. Neben einem zwingenden Endjahresgespräch zur Arbeitsbelastung wird weiter vorausgesetzt, dass die individuelle Vereinbarung auf die geltenden Arbeits- und Ruhezeitvorschriften hinweist.
Das vorliegende Informationspapier weist auf die wichtigsten Arbeits- und Ruhezeitvorschriften hin und kann als Anhang der erwähnten Vereinbarung verwendet werden.
Hinweis:
Es handelt sich vorliegend nicht um eine abschliessende Auflistung der Arbeits- und Ruhezeitvorschriften. Massgebend sind die Bestimmungen des Arbeitsgesetzes (ArG; SR 822.11) und seiner Verordnungen. Weitergehende Informationen können der Wegleitung des SECO entnommen werden. Vorbehalten bleiben insbesondere abweichende Regelungen im Zusammenhang mit Nacht- und Sonntagsarbeit.
2. Arbeitszeit
2.1 Begriff der Arbeitszeit
Als
Arbeitszeit
im Sinne des Arbeitsgesetzes gilt die Zeit, während der sich die Arbeitnehmerin oder der Arbeitnehmer zur Verfügung des Arbeitgebers zu halten hat (Art. 13 Abs. 1 ArGV 1).
Der
Weg zu und von der Arbeit
gilt nicht als Arbeitszeit. Ist die Arbeit jedoch ausserhalb des Arbeitsortes zu leisten, an dem die Arbeitnehmerin oder der Arbeitnehmer gewöhnlich ihre Arbeit verrichten, und fällt dadurch die Wegzeit länger als üblich aus, so stellt die zeitliche Differenz zur normalen Wegzeit Arbeitszeit dar (Art. 13 Abs. 2 ArGV 1).
Pausen
gelten dann als Arbeitszeit, wenn die Arbeitnehmerin oder der Arbeitnehmer den Arbeitsplatz nicht verlassen dürfen (Art. 15 Abs. 2 ArG).
Wird
Pikettdienst im Betrieb
geleistet, so stellt die gesamte zur Verfügung gestellte Zeit Arbeitszeit dar (Art. 15 Abs. 1 ArGV 1).
2.1 Wöchentliche Höchstarbeitszeit
Pro Woche darf in der Regel maximal während 45 Stunden gearbeitet werden (Art. 9 Abs. 1 lit. a ArG).
Überzeit
: Die Arbeitszeit, welche über diese gesetzlich erlaubte wöchentliche Höchstarbeitszeit geleistet wird, ist sogenannte Überzeit. Die Leistung von Überzeitarbeit ist einzig aus den in Ziffer 2.2 erwähnten Gründen zulässig. Überzeitarbeit ist in der Regel mit einem Lohnzuschlag von 25 % zu entschädigen.
Überstunden
: Als sogenannte Überstunden werden demgegenüber diejenigen Mehrarbeitsstunden bezeichnet, welche zwar über die vertraglich vereinbarte Normalarbeitszeit geleistet werden, aber die maximale wöchentliche Höchstarbeitszeit nicht überschreiten. Auf eine Entschädigung von Überstunden kann vertraglich verzichtet werden (Art. 321c OR).
2.2 Voraussetzung für die Leistung von Überzeitarbeit
Überzeitarbeit ist nur im Tages- und Abendzeitraum erlaubt und darf einzig aus den nachfolgenden Gründen geleistet werden (Art. 12 Abs. 1 ArG):
wegen Dringlichkeit der Arbeit;
wegen ausserordentlichen Arbeitsandranges;
für Inventaraufnahmen, Rechnungsabschlüsse oder Liquidationsarbeiten;
- zur Beseitigung von Betriebsstörungen.
2.3 Maximale Dauer von Überzeitarbeit
Pro Kalenderjahr darf
maximal 170 Stunden Überzeitarbeit
geleistet werden (Art. 12 Abs. 2 ArG).
2.4 Entschädigung der Überzeitarbeit
Überzeitarbeit muss grundsätzlich mit einem
Zuschlag von 25%
entschädigt oder im Einverständnis mit der Arbeitnehmerin oder dem Arbeitnehmer durch Freizeit von gleicher Dauer kompensiert werden (Art. 13 ArG).
2.5 Maximale tägliche Arbeitszeit
Die tägliche Arbeitszeit muss mit Einschluss der Pausen und der Überzeit innerhalb von 14 Stunden liegen. Unter Berücksichtigung der zwingenden Pausen darf die
effektive tägliche Arbeitszeit
somit maximal 12,5 Stunden betragen (Art. 10 Abs. 3 ArG).
Bei
Leistung von Nachtarbeit
darf die tägliche Arbeitszeit 9 Stunden nicht überschreiten. Mit Einschluss der Pausen muss sie in der Regel innerhalb eines Zeitraumes von 10 Stunden liegen (Art. 17a ArG). Eine Verlängerung der Nachtarbeitsdauer ist unter Berücksichtigung der Bedingungen gemäss Art. 29 ArGV 1 zulässig.
2.6 Maximale Anzahl Arbeitstage in Folge
Arbeitnehmende dürfen höchstens an
6 aufeinanderfolgenden Arbeitstagen
beschäftigt werden. Danach muss zwingend ein Ruhetag bezogen werden (Art. 16 ArGV 1).
3. Ruhezeit
3.1 Tägliche Ruhezeit
Zwischen zwei Arbeitstagen ist eine Ruhezeit von
mindestens 11 Stunden
einzuhalten. Die tägliche Ruhezeit darf einmal pro Woche auf 8 Stunden verkürzt werden, sofern im Durchschnitt von zwei Wochen eine tägliche Ruhezeit von 11 Stunden eingehalten wird (Art. 15a ArG).
3.2 Pausen
Pausen sind Arbeitsunterbrechungen zur Erholung, Ernährung und Freizeit. Sie müssen um die Mitte der Arbeitszeit gewährt werden. Der Arbeitsplatz darf dabei grundsätzlich verlassen werden (Art. 15 ArG, Ziffer 2.1). Es gelten folgende
Mindestpausen
:
Arbeitszeit von mehr als 5,5 Stunden:
¼ Stunde
Arbeitszeit von mehr als 7 Stunden:
½ Stunde
Arbeitszeit von mehr als 9 Stunden:
1 Stunde
3.3 Nacht- und Sonntagsarbeit
Nacht- und Sonntagsarbeit sind
grundsätzlich verboten
(Art. 16 und 18 ArG).
Nachtarbeit
: Als Nachtarbeit gilt in der Regel die Arbeit zwischen 23.00 Uhr und 6.00 Uhr. Der Nachtzeitraum kann im Einverständnis mit der Belegschaft um eine Stunde vor- oder nachverschoben werden (Art. 10 Abs. 2 ArG).
Sonntagsarbeit
: Als Sonntagsarbeit gilt die Zeit zwischen Samstag 23.00 Uhr und Sonntag 23.00 Uhr.
Ausnahmen vom Verbot sind in der Regel
bewilligungspflichtig
(Art. 17 und 19 ArG). Die Verordnung 2 zum Arbeitsgesetz (ArGV 2; SR 822.112) nennt Gruppen von Betrieben oder Arbeitnehmern, welche von der Bewilligungspflicht befreit sind (z.B. Kraftwerke, Bäckereien, Campingplätze, etc.).
Bei Leistung von Nacht- und Sonntagsarbeit ist
grundsätzlich ein Zeit- oder Lohnzuschlag
geschuldet (Art. 17b und 19 ArG).
3.4 Verbot der Abgeltung der Ruhezeit
Die Ruhezeiten gemäss Arbeitsgesetz dürfen weder durch Geldleistungen noch durch andere Vergünstigungen abgegolten werden. Eine Ausnahme besteht einzig bei Beendigung eines Arbeitsverhältnisses (Art. 22 ArG).
|
Overview of the main working and resting time regulations for Employees with a maximum weekly working time of 45 hours
1. Preface
In companies with fewer than 50 employees, the simplified working hour tracking system can be calculated according to Article 73b of Regulation 1 of the Labor Code (SR 1 822.111) also individually with the specific employee in writing.
For the introduction of the simplified working time tracking, it is first required that the employee to a considerable extent can determine his/her own working hours. In addition to a mandatory end-of-year discussion on workload, it is also required the individual agreement references the applicable working and resting time regulations.
This information paper points out the most important working and resting hours regulations and can be used as an annex to the aforementioned agreement.
Note:
This is not a conclusive list of working and rest time regulations. The provisions of the Labor Code (ArG, SR 822.11) and its regulations govern. Further information can be found in the guidance of the SECO. Changes are reserved as to regulations relating to night and Sunday work.
2. Working time
2.1 Concept of working time
The
working time
in the sense of the Labor Code is the time during which the employee is at the employer's disposal (Article 13 (1) ArGV 1).
The
way
to and from work
is not considered working time. However, if the work is to be performed outside the place of work where the employee usually carries out his / her work, and for that reason, the travel time is longer than usual, then the time difference to the normal travel time is deemed working time (Article 13 (2) ArGV 1).
Breaks
are considered working hours when the employee is required to be at the workplace (Article 15 (2) ArG).
If
on-call service
is provided on the premises, the total time shall be the working time (Article 15 (1) ArGV 1).
2.1 Weekly maximum working time
As a rule, a maximum of 45 hours can be worked per week (Article 9 (1) (a) of the ArG).
Overwork
: The working hours that exceed this legally permitted weekly maximum working time is so-called overwork. Overwork isonly permissible if it is due to reasons set forth in paragraph 2.2. Overwork is usually subject to additional compensation of 25%.
Overtime
: On the other hand, working hours are so-called overtime hours if they are carried out over the contractually agreed normal working time but do not exceed the maximum weekly maximum working time. Compensation for overtime may be waived by contract (Art. 321c OR).
2.2 Prerequisite for the performance of overwork
Overwork is permitted only during the day and evening period and may only be permitted based on the following grounds (Article 12 (1) ArG):
because of the urgency of the work;
due toextraordinary workload;
for inventory, clearance or liquidation;
to eliminate operational disturbances.
2.3 Maximum duration of overwork
A
maximum of 170 hours of overwork
may be carried out per calendar year (Article 12 ( 2) ArG).
2.4 Compensation for overwork
Overwork must be compensated by a
surcharge of 25%
or, if agreed with the employee, by time off for the same duration (Article 13 ArG).
2.5 Maximum daily working time
The daily working time must not exceed 14 hours, including the breaks and the overwork. Taking into account the compulsory breaks, the
effective daily working time
is thus allowed for a maximum of 12.5 hours (Article 10 (3) ArG).
When
night work is performed
, the daily working time must not exceed 9 hours. Including the breaks such work must normally be within a period of 10 hours (Article 17a ArG). An extension of the night work is permissible pursuant to the conditions of Art. 29 ArGV 1.
2.6 Maximum number of consecutive working days
Employees may be employed for a maximum of
6 consecutive working days
. Thereafter, a rest day must be observed (Art. 16 ArGV 1).
3. Rest period
3.1 Daily rest period
A rest period of
at least
11 hours
must be observed between two working days. The daily rest period may be shortened once per week to 8 hours, provided in an average of two weeks, a daily rest period of 11 hours is observed (Art. 15a ArG).
3.2 Breaks
Breaks are work breaks for recreation, nutrition and leisure. They must be granted around the middle of the working time. The workplace may in principle be left (Article 15 ArG, point 2.1). The following
minimum breaks
apply:
Working time of more than 5.5 hours:
¼ hour
Working time of more than 7 hours:
½ hour
Working time of more than 9 hours:
1 hour
3.3 Night and Sunday work
Night and Sunday work are
generally prohibited
(Articles 16 and 18 ArG).
Night work
: As a rule, night working hours are those between 11 pm and 6 am. With consent of the workforce, the night work period can be shifted by one hour forward or backward (Article 10 (2) of the ArG).
Sundays
: Sunday is the time between Saturday 23.00 and Sunday 23.00 .
Exceptions to these prohibition are usually
subject to approval
(Articles 17 and 19 ArG). Regulation 2 (Arbeitsgesetz, ArGV 2, SR 822.112) mentions groups of companies or employees who are exempted from this approval requirement (eg power stations, bakeries, campsites, etc.).
In the case of night and Sunday work,
a time or salary supplement is payable
(Articles 17b and 19 ArG).
3.4 Prohibition of compensation for the rest period
The periods of rest according to the Labor Code may be paid neither in cash nor by other means be compensated. An exception exists only upon the termination of the employment relationship (Article 22 ArG).
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of MongoDB, Inc. (the “registrant”) for the fiscal quarter ended
April 30, 2019
;
|
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(s) 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)
|
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(s) 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: June 7, 2019
|
By:
|
|
/s/ Dev Ittycheria
|
|
|
Name:
|
Dev Ittycheria
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(
Principal Executive Officer
)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of MongoDB, Inc. (the “registrant”) for the fiscal quarter ended
April 30, 2019
;
|
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(s) 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)
|
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(s) 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: June 7, 2019
|
By:
|
|
/s/ Michael Gordon
|
|
|
Name:
|
Michael Gordon
|
|
|
Title:
|
Chief Operating Officer and Chief Financial Officer
|
|
|
|
(
Principal Financial Officer
)
|
|
|
|
|
Date: June 7, 2019
|
By:
|
|
/s/ Dev Ittycheria
|
|
|
Name:
|
Dev Ittycheria
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(
Principal Executive Officer
)
|
|
|
|
|
Date: June 7, 2019
|
By:
|
|
/s/ Michael Gordon
|
|
|
Name:
|
Michael Gordon
|
|
|
Title:
|
Chief Operating Officer and Chief Financial Officer
|
|
|
|
(
Principal Financial Officer
)
|