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Delaware
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26-1463205
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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1633 Broadway
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38th Floor
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New York
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NY
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10019
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.001 per share
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MDB
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The Nasdaq Stock Market LLC
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(Nasdaq Global Market)
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Large Accelerated Filer
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☑
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐ (Do not check if a small reporting company)
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Small Reporting Company
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☐
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Emerging Growth Company
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☐
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Page
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our future operating and financial performance, ability to generate positive cash flow and ability to achieve and sustain profitability;
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our ability to successfully anticipate and satisfy customer demands, including through the introduction of new features, products or services and the provision of professional services;
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the effects of increased competition in our market;
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our ability to expand our sales and marketing organization and to scale our business, including entering into new markets and managing our international expansion;
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the impact of the COVID-19 pandemic and any associated economic downturn on our future operating and financial performance;
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our ability to continue to build and maintain credibility with the developer community;
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our ability to attract and retain customers to use our products;
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our ability to maintain, protect, enforce and enhance our intellectual property;
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the growth and expansion of the market for database products and our ability to penetrate such market;
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our ability to maintain the security of our software and adequately address privacy concerns;
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our ability to accurately forecast our sales cycle and make changes to our pricing model;
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our ability to form new and expand existing strategic partnerships;
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the attraction and retention of highly skilled and key personnel;
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our ability to enhance our brand;
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our ability to effectively manage our growth and future expenses and maintain our corporate culture; and
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our ability to comply with modified or new laws and regulations applying to our business.
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Performance. We deliver the extreme throughput and predictable low-latency required by the most demanding applications and leverage modern server architectures, delivering millions of operations per second.
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Scalability. Our architecture scales horizontally across thousands of servers, supporting petabytes of data and millions of users in a globally distributed environment. It is easy to add capacity to our platform in a modular, predictable and cost-efficient manner.
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Flexibility and Control. MongoDB's intelligent distributed systems architecture enables users to easily place data where their applications and users need it. MongoDB can be run within and across geographically distributed data centers and cloud regions, providing levels of scalability, workload isolation and data locality to meet today's modern application requirements.
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Reliability. Our platform includes the critical, advanced security features and fault-tolerance that enterprises demand. It was built to operate in a globally distributed environment for “always-on” applications.
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Maximize Competitive Advantage through Software and Data. Our platform is built to support modern applications, allowing organizations to harness the full power of software and data to drive competitive advantage. Developers use our platform to build new, operational and customer-facing applications, including applications that cannot be built on legacy databases. As a result, our platform can help drive our customers’ ability to compete, improve end-user satisfaction, increase their revenue and gain market share.
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Increase Developer Productivity. By empowering developers to build and modernize applications quickly and cost-efficiently, we enable developers’ agility, accelerating the time-to-revenue for new products. Our platform’s document-based architecture and intuitive drivers make developing and iterating on applications very efficient on our platform, increasing developer productivity. MongoDB Atlas allows developers to focus on how their applications use the database, application performance and end-user experience, rather than the database
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Deliver High Reliability for Mission-Critical Deployments. Our platform is designed to support mission-critical applications by being fault-tolerant and always-on, reducing downtime for our customers and minimizing the risk of lost revenue. Also, given the competitive criticality of applications today, we designed our platform to enable better end-user experiences.
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Reduce Total Cost of Ownership. The speed and efficiency of application development using our platform, coupled with decreased developer resources required for application maintenance, can result in a dramatic reduction in the total cost of ownership for enterprises. In addition, our platform runs on commodity hardware, requires less oversight and management from operations personnel and can operate in the cloud or other low-cost environments, leading to reduced application-related overhead costs for our customers. By allowing customers to remove themselves from the complexity of managing the database and related underlying infrastructure, MongoDB Atlas can further reduce total cost of ownership.
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Acquiring New Customers. We believe there is a substantial opportunity to continue to grow our customer base. We benefit from word-of-mouth awareness and frictionless experimentation by the developer community through our Community Server offering. As a result, our self-serve and direct sales prospects are often familiar with our platform and may have already built applications using our technology. While we sell to organizations of all sizes across a broad range of industries, our key sales focus is on enterprises that invest more heavily in software application development and deployment. These organizations have a greater need for databases and, in the largest enterprises, can have tens of thousands of applications and associated databases. We plan to continue to invest in our direct sales force to grow our larger enterprise subscription base, both domestically and internationally.
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Driving Usage of MongoDB Atlas. MongoDB Atlas, our hosted multi-cloud offering, is an important part of our run-anywhere strategy. With MongoDB Atlas, customers can enjoy the benefits of consuming MongoDB as a service in the public cloud, enabling customers to remove themselves from the complexity of managing the database and related underlying infrastructure. We initially launched MongoDB Atlas in 2016 and generated revenue by migrating existing users of our Community Server. We offer tools to easily migrate existing users of our Community Server offering to MongoDB Atlas. During 2018, we expanded the functionality available in MongoDB Atlas beyond that of our Community Server offering, including adding advanced security features, enterprise-standard authentication and database auditing to MongoDB Atlas to allow MongoDB Atlas to support mission-critical enterprise workloads. We continued to enhance the functionality of MongoDB Atlas during 2019, including improving security, privacy and compliance capabilities such as customer identity federation, including single sign-on, as well as being compliant with the Health Insurance Portability and Accountability Act (HIPAA) and certified under the International Organization for Standardization (ISO) 27001 Security Standard. MongoDB Atlas is available on all three major cloud providers (Amazon Web Services (‘‘AWS’’), Google Cloud Platform (‘‘GCP’’) and Microsoft Azure) in North America, Europe and Asia Pacific. We offer a free tier on AWS, GCP and Microsoft Azure, which provides limited processing power and storage, in order to drive trial and adoption of MongoDB Atlas among developers.
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Expanding Sales Within Our Customer Base. We seek to grow our sales with our customers in several ways. As an application grows and requires additional capacity, our customers increase their spending on our platform. In addition, our customers may expand their subscriptions to our platform as they migrate additional existing applications or build new applications, either within the same department or in other lines of business or geographies. Also, as customers modernize their IT infrastructure and move to the cloud, they may migrate applications from legacy databases. Even within our largest customers, we believe we typically represent a small percentage of their overall spend on databases, reflecting our small market penetration. Our goal is to increase the number of customers that standardize on our database platform within their organization, which can include offering centralized internal support for developers within the organization or the deployment of an internal MongoDB-as-a-service offering. Our net ARR expansion rate, which has been over 120% for each of the last 20 fiscal quarters, demonstrates our ability to expand within existing customers. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K for a description of ARR and a discussion of our net ARR expansion rate.
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Extending Product Leadership and Introducing New Products. We intend to continue to invest in our product offerings with the goal of expanding the functionality and adoption of our platform. For example, in 2019, we released MongoDB 4.2, which added distributed transactions, client-side field level encryption and an updated Kubernetes operator. The guiding principle of our product innovation is to help developers solve more of their data challenges by utilizing our platform. In 2019, we announced MongoDB Atlas Data Lake, which increased the analytical capabilities of our platform while allowing developers to work with both operational and archived data. We also announced MongoDB Atlas Search, which brings search capabilities inside our operational database. In addition, we completed the acquisition of Realm, developers of a leading mobile application database and data synchronization technology, which we plan to fully integrate with our platform to allow developers to seamlessly work with data on mobile devices.
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Fostering the MongoDB Developer Community. We have attracted a large and growing community of highly engaged developers, who have downloaded our Community Server offering over 90 million times from our website since February 2009 and over 35 million times in the last 12 months alone. We believe that the engagement of developers increases our brand awareness. Many of these developers become proponents of MongoDB within their organizations, which may result in new customers selecting our platform as well as expansion opportunities within existing customers. Historically, we have invested in our community through active sponsorship of user groups, our annual MongoDB World user conference, MongoDB University and other community-centered events. As of January 31, 2020, there were over one million MongoDB University registrations. We intend to continue to invest in the MongoDB developer community, including creating an online developer hub.
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Growing and Cultivating Our Partner Ecosystem. We have built a partner ecosystem of independent software vendors, systems integrators, value added resellers, cloud and technology partners. For example, in 2019, we expanded our global partner ecosystem with the announcement of a new partnership with Alibaba Cloud to offer an authorized MongoDB-as-a-Service solution to users in China for the first time. We have also expanded our business partnerships with all three major cloud providers (AWS, GCP and Microsoft Azure). In addition, our technology partnerships with companies such as Informatica have provided our customers with tools to help them modernize from legacy relational databases to MongoDB which, along with our other technology partnerships, provide us with significant benefits, including lead generation, new customer acquisition, marketplace fulfillment, accelerated deployment and additional customer support. We have also expanded our current partnerships with independent software vendors and global systems integrators including IBM, Accenture, Infosys, HCL, Wipro, Cognizant, Deloitte and Tata Consultancy Services. Our system integrator partners have also been valuable in working with organizations to migrate and modernize applications to our platform, including leveraging the cloud with MongoDB Atlas. We intend to continue to expand and enhance our partner relationships to grow our market presence and drive greater sales efficiency.
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Expanding Internationally. We believe there is significant opportunity to continue to expand the use of our platform outside the United States. During the fiscal years ended January 31, 2020, 2019 and 2018, revenue generated outside of the United States was 41%, 39% and 37% of our total revenue. We intend to continue to expand our sales and drive adoption of our platform globally.
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Think Big, Go Far. We are big dreamers with a passion for creativity. We eagerly pursue new opportunities and markets through innovation and disruption. We have a pioneering spirit—always ready to forge new paths and take smart risks.
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Make It Matter. We are relentless in our pursuit of meaningful impact. We think strategically and are clear on what we are and are not trying to do. We accomplish an amazing amount of important work and we are obsessed with follow through.
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Embrace the Power of Differences. We commit to creating a culture of inclusion by seeking and valuing employees from different backgrounds and circumstances. This is cultivated by learning from and respecting each other’s differences. We firmly believe that everyone deserves to feel valued and safe in the workplace and we
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Build Together. We achieve amazing things by connecting and leveraging the diversity of skills, experiences and backgrounds of our entire organization. We discuss things thoroughly, but prioritize commitment over consensus. We are good listeners and always communicate with clarity and respect. We create and support a positive, inclusive and accepting environment.
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Be Intellectually Honest. We embrace reality. We apply high-quality thinking and rigor. We have courage in our convictions but work hard to ensure biases or personal beliefs do not get in the way of finding the best solutions.
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Own What You Do. We take ownership and are accountable for everything that we do. We empower and we are empowered to make things happen and balance independence with interdependence. We demand excellence from ourselves. We each play our own part in making MongoDB a great place to work.
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MongoDB Enterprise Database Server. The MongoDB enterprise database server, called Enterprise Server, is our proprietary commercial database. It stores, organizes and processes data and facilitates access and changes to the data. Enterprise Server includes advanced security features, auditing functionality and enterprise-standard authentication and authorization. Enterprise Server also includes encrypted and in-memory storage engines to enable a wide range of workloads.
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Enterprise Management Capabilities. MongoDB Enterprise Advanced provides access to Cloud Manager Premium and Ops Manager, our sophisticated suite of management tools that allows operations teams to run, manage and configure MongoDB according to their needs. This includes the ability to monitor and alert on over 100 system metrics, to back up data and restore it to any point in time for disaster recovery and to automate common operational tasks such as upgrades, scaling and configuration changes. MongoDB Enterprise Advance customers can choose either our Cloud Manager Premium product (for customers who want to manage our platform via the cloud) or Ops Manager (generally for those with on-premise deployments).
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Analytics Integrations. We provide integrations to allow data and business analysts to analyze data in applications running on our platform using their existing business intelligence and analytics tools. For integration with business intelligence products like Tableau, analysts can use our MongoDB Connector for BI product, which includes our newly-released ODBC driver to support a connection with Microsoft Excel. We also provide open source connectors
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Technical Support. As part of our MongoDB Enterprise Advanced subscription, we also provide technical support to customers during the subscription period. Our technical support is designed to maximize customer success. We provide customers with around-the-clock (24x365) technical support with an enterprise-grade service level agreement.
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mindshare with software developers and IT executives;
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product capabilities, including flexibility, scalability, performance, security and reliability;
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flexible deployment options, including fully managed as a service or self-managed in the cloud, on-premise or in a hybrid environment;
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ease of deployment;
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breadth of use cases supported;
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ease of integration with existing IT infrastructure;
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robustness of professional services and customer support;
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price and total cost of ownership;
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adherence to industry standards and certifications;
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size of customer base and level of user adoption;
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strength of sales and marketing efforts; and
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brand awareness and reputation.
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changes in actual and anticipated growth rates of our revenue, customers and other key operating metrics;
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new product announcements, pricing changes and other actions by competitors;
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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;
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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;
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our ability to attract new customers;
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our ability to effectively expand our sales and marketing capabilities and teams;
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our ability to retain customers and expand their usage of our software, particularly for our largest customers;
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quarantine, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease, including the coronavirus disease 2019, or COVID-19 pandemic;
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our inability to enforce the AGPL or SSPL;
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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;
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the timing of revenue recognition;
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the mix of revenue attributable to larger transactions as opposed to smaller transactions;
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changes in customers’ budgets and in the timing of their budgeting cycles and purchasing decisions;
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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;
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fluctuations in currency exchange rates;
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our ability to control costs, including our operating expenses;
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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;
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significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our software;
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our failure to maintain the level of service uptime and performance required by our customers;
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the collectability of receivables from customers and resellers, which may be hindered or delayed if these customers or resellers experience financial distress;
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general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate, including those conditions related to COVID-19;
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sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;
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the impact of new accounting pronouncements; and
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fluctuations in stock-based compensation expense.
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changes in a specific country’s or region’s political or economic conditions;
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the need to adapt and localize our products for specific countries;
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greater difficulty collecting accounts receivable and longer payment cycles;
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unexpected changes in laws, regulatory requirements, taxes or trade laws;
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quarantine, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease, including the COVID-19 pandemic;
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more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in EMEA;
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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;
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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;
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difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory systems;
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increased costs associated with international operations, including travel, real estate, infrastructure and legal compliance costs;
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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;
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the effect of other economic factors, including inflation, pricing and currency devaluation;
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limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
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laws and business practices favoring local competitors or general preferences for local vendors;
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operating in new, developing or other markets in which there are significant uncertainties regarding the interpretation, application and enforceability of laws and regulations, including relating to contract and intellectual property rights;
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limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;
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political instability, social unrest, terrorist activities, natural disasters or regional or global outbreaks of contagious diseases, such as the COVID-19 pandemic;
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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
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adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
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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;
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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;
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we may not be able to realize anticipated synergies;
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an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
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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;
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we may encounter challenges integrating the employees of the acquired company into our company culture;
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for international transactions, we may face additional challenges related to the integration of operations across different cultures and languages and the economic, political and regulatory risks associated with specific countries;
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we may be unable to successfully sell any acquired products or increase adoption or usage of acquired products, or increase spend by acquired customers;
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our use of cash to pay for acquisitions would limit other potential uses for our cash;
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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
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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.
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announcements of new products or technologies, commercial relationships, acquisitions or other events by us or our competitors;
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changes in how customers perceive the benefits of our product and future product offerings and releases;
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departures of key personnel;
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price and volume fluctuations in the overall stock market from time to time;
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fluctuations in the trading volume of our shares or the size of our public float;
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sales of large blocks of our Class A common stock;
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actual or anticipated changes or fluctuations in our results of operations;
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whether our results of operations meet the expectations of securities analysts or investors;
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changes in actual or future expectations of investors or securities analysts;
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significant data breach involving our software;
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litigation involving us, our industry, or both;
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regulatory developments in the United States, foreign countries or both;
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general economic conditions and trends;
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major catastrophic events in our domestic and foreign markets; and
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“flash crashes,” “freeze flashes” or other glitches that disrupt trading on the securities exchange on which we are listed.
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any derivative action or proceeding brought on our behalf;
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any action asserting a breach of fiduciary duty;
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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
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any action asserting a claim against us that is governed by the internal-affairs doctrine.
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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;
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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;
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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;
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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
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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, until such time as all of our Class B common stock is automatically converted to Class A common stock in accordance with our corporate charter, the holders of at least 10% of the voting power of our Class A common stock and Class B common stock, voting together, which limitations could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
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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;
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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;
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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
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the authorization of two classes of common stock, as discussed above.
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Years Ended January 31,
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(in thousands, except share and per share data)
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2020
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2019
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2018
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2017
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2016 *
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||||||||||
Consolidated Statements of Operations Data:
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||||||||||
Revenue:
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||||||||||
Subscription
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$
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399,826
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$
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248,391
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$
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151,853
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$
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104,033
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$
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58,561
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Services
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21,894
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18,625
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14,175
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10,772
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6,710
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|||||
Total revenue
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421,720
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267,016
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166,028
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114,805
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65,271
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|||||
Cost of revenue:
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||||||||||
Subscription(1)
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101,691
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56,255
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30,766
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19,352
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13,146
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|||||
Services(1)
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23,665
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17,313
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12,093
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10,515
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7,715
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|||||
Total cost of revenue
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125,356
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73,568
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42,859
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29,867
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20,861
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Gross profit
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296,364
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193,448
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123,169
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84,938
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44,410
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Operating expenses:
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||||||||||
Sales and marketing(1)
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223,893
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148,296
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|
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109,073
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|
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75,413
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|
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56,613
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|||||
Research and development(1)
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149,033
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89,854
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62,202
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|
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51,772
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|
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43,465
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General and administrative(1)
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71,304
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53,063
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36,775
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27,082
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17,070
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|||||
Total operating expenses
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444,230
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291,213
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208,050
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154,267
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117,148
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|||||
Loss from operations
|
(147,866
|
)
|
|
(97,765
|
)
|
|
(84,881
|
)
|
|
(69,329
|
)
|
|
(72,738
|
)
|
|||||
Other income (expense), net
|
(28,312
|
)
|
|
(4,564
|
)
|
|
2,195
|
|
|
(15
|
)
|
|
(306
|
)
|
|||||
Loss before provision for (benefit from) income taxes
|
(176,178
|
)
|
|
(102,329
|
)
|
|
(82,686
|
)
|
|
(69,344
|
)
|
|
(73,044
|
)
|
|||||
Provision for (benefit from) income taxes
|
(656
|
)
|
|
(3,318
|
)
|
|
1,287
|
|
|
719
|
|
|
442
|
|
|||||
Net loss
|
$
|
(175,522
|
)
|
|
$
|
(99,011
|
)
|
|
$
|
(83,973
|
)
|
|
$
|
(70,063
|
)
|
|
$
|
(73,486
|
)
|
Net loss per share, basic and diluted
|
$
|
(3.14
|
)
|
|
$
|
(1.90
|
)
|
|
$
|
(3.54
|
)
|
|
$
|
(5.74
|
)
|
|
$
|
(6.54
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
55,939,032
|
|
|
52,034,596
|
|
|
23,718,391
|
|
|
12,211,711
|
|
|
11,240,696
|
|
|
(1)
|
Includes stock-based compensation expense as follows (in thousands):
|
|
Years Ended January 31,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Cost of revenue—subscription
|
$
|
4,996
|
|
|
$
|
2,047
|
|
|
$
|
730
|
|
|
$
|
570
|
|
|
$
|
282
|
|
Cost of revenue—services
|
3,047
|
|
|
1,239
|
|
|
462
|
|
|
482
|
|
|
272
|
|
|||||
Sales and marketing
|
26,640
|
|
|
11,059
|
|
|
6,364
|
|
|
5,514
|
|
|
3,524
|
|
|||||
Research and development
|
26,686
|
|
|
11,687
|
|
|
5,752
|
|
|
5,755
|
|
|
4,034
|
|
|||||
General and administrative
|
14,407
|
|
|
11,371
|
|
|
7,927
|
|
|
8,683
|
|
|
4,675
|
|
|||||
Total stock-based compensation expense
|
$
|
75,776
|
|
|
$
|
37,403
|
|
|
$
|
21,235
|
|
|
$
|
21,004
|
|
|
$
|
12,787
|
|
|
Years Ended January 31,
|
||||||||||||||||||
(in thousands)
|
2020 **
|
|
2019
|
|
2018
|
|
2017
|
|
2016 *
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and short-term investments
|
$
|
986,518
|
|
|
$
|
465,970
|
|
|
$
|
278,974
|
|
|
$
|
116,500
|
|
|
$
|
113,159
|
|
Operating lease right-of-use assets
|
11,147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Working capital
|
870,812
|
|
|
401,599
|
|
|
234,750
|
|
|
84,817
|
|
|
78,355
|
|
|||||
Total assets
|
1,328,567
|
|
|
733,476
|
|
|
432,844
|
|
|
191,010
|
|
|
156,813
|
|
|||||
Deferred revenue, current and non-current
|
190,779
|
|
|
137,676
|
|
|
100,914
|
|
|
68,539
|
|
|
58,260
|
|
|||||
Operating lease liabilities, current and non-current
|
11,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Convertible senior notes, net
|
911,075
|
|
|
216,858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Redeemable convertible preferred stock warrant liability
|
—
|
|
|
—
|
|
|
—
|
|
|
1,272
|
|
|
1,310
|
|
|||||
Redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
345,257
|
|
|
310,315
|
|
|||||
Accumulated deficit
|
(668,232
|
)
|
|
(488,607
|
)
|
|
(389,596
|
)
|
|
(305,623
|
)
|
|
(259,269
|
)
|
|||||
Total stockholders’ equity (deficit)
|
82,858
|
|
|
264,566
|
|
|
247,657
|
|
|
(244,736
|
)
|
|
(228,505
|
)
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
399,826
|
|
|
$
|
248,391
|
|
|
$
|
151,853
|
|
Services
|
21,894
|
|
|
18,625
|
|
|
14,175
|
|
|||
Total revenue
|
421,720
|
|
|
267,016
|
|
|
166,028
|
|
|||
Cost of revenue(1):
|
|
|
|
|
|
||||||
Subscription
|
101,691
|
|
|
56,255
|
|
|
30,766
|
|
|||
Services
|
23,665
|
|
|
17,313
|
|
|
12,093
|
|
|||
Total cost of revenue
|
125,356
|
|
|
73,568
|
|
|
42,859
|
|
|||
Gross profit
|
296,364
|
|
|
193,448
|
|
|
123,169
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing(1)
|
223,893
|
|
|
148,296
|
|
|
109,073
|
|
|||
Research and development(1)
|
149,033
|
|
|
89,854
|
|
|
62,202
|
|
|||
General and administrative(1)
|
71,304
|
|
|
53,063
|
|
|
36,775
|
|
|||
Total operating expenses
|
444,230
|
|
|
291,213
|
|
|
208,050
|
|
|||
Loss from operations
|
(147,866
|
)
|
|
(97,765
|
)
|
|
(84,881
|
)
|
|||
Other income (expense), net
|
(28,312
|
)
|
|
(4,564
|
)
|
|
2,195
|
|
|||
Loss before provision for (benefit from) income taxes
|
(176,178
|
)
|
|
(102,329
|
)
|
|
(82,686
|
)
|
|||
Provision for (benefit from) income taxes
|
(656
|
)
|
|
(3,318
|
)
|
|
1,287
|
|
|||
Net loss
|
$
|
(175,522
|
)
|
|
$
|
(99,011
|
)
|
|
$
|
(83,973
|
)
|
|
(1)
|
Includes stock-based compensation expense as follows (in thousands):
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Cost of revenue—subscription
|
$
|
4,996
|
|
|
$
|
2,047
|
|
|
$
|
730
|
|
Cost of revenue—services
|
3,047
|
|
|
1,239
|
|
|
462
|
|
|||
Sales and marketing
|
26,640
|
|
|
11,059
|
|
|
6,364
|
|
|||
Research and development
|
26,686
|
|
|
11,687
|
|
|
5,752
|
|
|||
General and administrative
|
14,407
|
|
|
11,371
|
|
|
7,927
|
|
|||
Total stock-based compensation expense
|
$
|
75,776
|
|
|
$
|
37,403
|
|
|
$
|
21,235
|
|
|
Years Ended January 31,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Percentage of Revenue Data:
|
|
|
|
|
|
|||
Revenue:
|
|
|
|
|
|
|||
Subscription
|
95
|
%
|
|
93
|
%
|
|
91
|
%
|
Services
|
5
|
|
|
7
|
|
|
9
|
|
Total revenue
|
100
|
|
|
100
|
|
|
100
|
|
Cost of revenue:
|
|
|
|
|
|
|||
Subscription
|
24
|
|
|
21
|
|
|
19
|
|
Services
|
6
|
|
|
6
|
|
|
7
|
|
Total cost of revenue
|
30
|
|
|
27
|
|
|
26
|
|
Gross profit
|
70
|
|
|
73
|
|
|
74
|
|
Operating expenses:
|
|
|
|
|
|
|||
Sales and marketing
|
53
|
|
|
56
|
|
|
66
|
|
Research and development
|
35
|
|
|
34
|
|
|
37
|
|
General and administrative
|
17
|
|
|
20
|
|
|
22
|
|
Total operating expenses
|
105
|
|
|
110
|
|
|
125
|
|
Loss from operations
|
(35
|
)
|
|
(37
|
)
|
|
(51
|
)
|
Other income (expense), net
|
(7
|
)
|
|
(2
|
)
|
|
1
|
|
Loss before provision for (benefit from) income taxes
|
(42
|
)
|
|
(39
|
)
|
|
(50
|
)
|
Provision for (benefit from) income taxes
|
—
|
|
|
(1
|
)
|
|
1
|
|
Net loss
|
(42
|
)%
|
|
(38
|
)%
|
|
(51
|
)%
|
|
Years Ended January 31,
|
|
Change
|
|||||||||||
(in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Subscription
|
$
|
399,826
|
|
|
$
|
248,391
|
|
|
$
|
151,435
|
|
|
61
|
%
|
Services
|
21,894
|
|
|
18,625
|
|
|
3,269
|
|
|
18
|
%
|
|||
Total revenue
|
$
|
421,720
|
|
|
$
|
267,016
|
|
|
$
|
154,704
|
|
|
58
|
%
|
|
Years Ended January 31,
|
|
Change
|
|||||||||||
(in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Sales and marketing
|
$
|
223,893
|
|
|
$
|
148,296
|
|
|
$
|
75,597
|
|
|
51
|
%
|
|
Years Ended January 31,
|
|
Change
|
|||||||||||
(in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Research and development
|
$
|
149,033
|
|
|
$
|
89,854
|
|
|
$
|
59,179
|
|
|
66
|
%
|
|
Years Ended January 31,
|
|
Change
|
|||||||||||
(in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
General and administrative
|
$
|
71,304
|
|
|
$
|
53,063
|
|
|
$
|
18,241
|
|
|
34
|
%
|
|
Years Ended January 31,
|
|
Change
|
||||||||||
(in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
||||||
Other expense, net
|
$
|
(28,312
|
)
|
|
$
|
(4,564
|
)
|
|
$
|
(23,748
|
)
|
|
nm
|
|
Years Ended January 31,
|
|
Change
|
||||||||||
(in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
||||||
Benefit from income taxes
|
$
|
(656
|
)
|
|
$
|
(3,318
|
)
|
|
$
|
2,662
|
|
|
nm
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(in thousands, except share and per share data)
|
January 31, 2020
|
|
October 31, 2019
|
|
July 31, 2019
|
|
April 30, 2019
|
|
January 31, 2019
|
|
October 31, 2018
|
|
July 31, 2018
|
|
April 30, 2018
|
||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
117,849
|
|
|
$
|
103,827
|
|
|
$
|
94,156
|
|
|
$
|
83,994
|
|
|
$
|
80,632
|
|
|
$
|
66,604
|
|
|
$
|
55,086
|
|
|
$
|
46,069
|
|
Services
|
5,674
|
|
|
5,614
|
|
|
5,212
|
|
|
5,394
|
|
|
4,852
|
|
|
5,178
|
|
|
4,525
|
|
|
4,070
|
|
||||||||
Total revenue
|
123,523
|
|
|
109,441
|
|
|
99,368
|
|
|
89,388
|
|
|
85,484
|
|
|
71,782
|
|
|
59,611
|
|
|
50,139
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription(1)
|
28,226
|
|
|
26,497
|
|
|
24,373
|
|
|
22,595
|
|
|
20,821
|
|
|
13,248
|
|
|
12,116
|
|
|
10,070
|
|
||||||||
Services(1)
|
6,565
|
|
|
5,694
|
|
|
5,829
|
|
|
5,577
|
|
|
4,746
|
|
|
4,510
|
|
|
4,378
|
|
|
3,679
|
|
||||||||
Total cost of revenue
|
34,791
|
|
|
32,191
|
|
|
30,202
|
|
|
28,172
|
|
|
25,567
|
|
|
17,758
|
|
|
16,494
|
|
|
13,749
|
|
||||||||
Gross profit
|
88,732
|
|
|
77,250
|
|
|
69,166
|
|
|
61,216
|
|
|
59,917
|
|
|
54,024
|
|
|
43,117
|
|
|
36,390
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing(1)
|
67,234
|
|
|
57,015
|
|
|
53,524
|
|
|
46,120
|
|
|
42,482
|
|
|
36,080
|
|
|
36,537
|
|
|
33,197
|
|
||||||||
Research and development(1)
|
41,638
|
|
|
39,387
|
|
|
37,140
|
|
|
30,868
|
|
|
26,600
|
|
|
23,179
|
|
|
21,430
|
|
|
18,645
|
|
||||||||
General and administrative(1)
|
20,763
|
|
|
19,562
|
|
|
16,174
|
|
|
14,805
|
|
|
14,596
|
|
|
14,986
|
|
|
12,254
|
|
|
11,227
|
|
||||||||
Total operating expenses
|
129,635
|
|
|
115,964
|
|
|
106,838
|
|
|
91,793
|
|
|
83,678
|
|
|
74,245
|
|
|
70,221
|
|
|
63,069
|
|
||||||||
Loss from operations
|
(40,903
|
)
|
|
(38,714
|
)
|
|
(37,672
|
)
|
|
(30,577
|
)
|
|
(23,761
|
)
|
|
(20,221
|
)
|
|
(27,104
|
)
|
|
(26,679
|
)
|
||||||||
Other income (expense), net
|
(19,396
|
)
|
|
(3,110
|
)
|
|
(3,005
|
)
|
|
(2,801
|
)
|
|
(2,424
|
)
|
|
(2,299
|
)
|
|
(432
|
)
|
|
591
|
|
||||||||
Loss before provision for (benefit from) income taxes
|
(60,299
|
)
|
|
(41,824
|
)
|
|
(40,677
|
)
|
|
(33,378
|
)
|
|
(26,185
|
)
|
|
(22,520
|
)
|
|
(27,536
|
)
|
|
(26,088
|
)
|
||||||||
Provision for (benefit from) income taxes
|
2,264
|
|
|
559
|
|
|
(3,341
|
)
|
|
(138
|
)
|
|
(3,998
|
)
|
|
(33
|
)
|
|
246
|
|
|
467
|
|
||||||||
Net loss
|
$
|
(62,563
|
)
|
|
$
|
(42,383
|
)
|
|
$
|
(37,336
|
)
|
|
$
|
(33,240
|
)
|
|
$
|
(22,187
|
)
|
|
$
|
(22,487
|
)
|
|
$
|
(27,782
|
)
|
|
$
|
(26,555
|
)
|
Net loss per share, basic and diluted
|
$
|
(1.10
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
(0.53
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
56,943,622
|
|
|
56,411,779
|
|
|
55,647,707
|
|
|
54,710,746
|
|
|
53,825,561
|
|
|
52,702,526
|
|
|
51,185,258
|
|
|
50,350,052
|
|
|
(1)
|
Includes stock-based compensation expense as follows (in thousands):
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
January 31, 2020
|
|
October 31, 2019
|
|
July 31, 2019
|
|
April 30, 2019
|
|
January 31, 2019
|
|
October 31, 2018
|
|
July 31, 2018
|
|
April 30, 2018
|
||||||||||||||||
Cost of revenue—subscription
|
$
|
1,520
|
|
|
$
|
1,274
|
|
|
$
|
1,214
|
|
|
$
|
988
|
|
|
$
|
644
|
|
|
$
|
555
|
|
|
$
|
489
|
|
|
$
|
359
|
|
Cost of revenue—services
|
940
|
|
|
793
|
|
|
721
|
|
|
593
|
|
|
439
|
|
|
335
|
|
|
281
|
|
|
184
|
|
||||||||
Sales and marketing
|
8,912
|
|
|
6,844
|
|
|
5,944
|
|
|
4,940
|
|
|
3,620
|
|
|
3,090
|
|
|
2,129
|
|
|
2,218
|
|
||||||||
Research and development
|
9,173
|
|
|
6,879
|
|
|
6,114
|
|
|
4,520
|
|
|
3,446
|
|
|
3,131
|
|
|
2,904
|
|
|
2,206
|
|
||||||||
General and administrative
|
4,193
|
|
|
3,577
|
|
|
3,669
|
|
|
2,968
|
|
|
2,404
|
|
|
3,153
|
|
|
3,206
|
|
|
2,610
|
|
||||||||
Total stock-based compensation expense
|
$
|
24,738
|
|
|
$
|
19,367
|
|
|
$
|
17,662
|
|
|
$
|
14,009
|
|
|
$
|
10,553
|
|
|
$
|
10,264
|
|
|
$
|
9,009
|
|
|
$
|
7,577
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
January 31, 2020
|
|
October 31, 2019
|
|
July 31, 2019
|
|
April 30, 2019
|
|
January 31, 2019
|
|
October 31, 2018
|
|
July 31, 2018
|
|
April 30, 2018
|
||||||||
Percentage of Revenue Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription
|
95
|
%
|
|
95
|
%
|
|
95
|
%
|
|
94
|
%
|
|
94
|
%
|
|
93
|
%
|
|
92
|
%
|
|
92
|
%
|
Services
|
5
|
|
|
5
|
|
|
5
|
|
|
6
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
8
|
|
Total revenue
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription
|
23
|
|
|
24
|
|
|
24
|
|
|
25
|
|
|
24
|
|
|
19
|
|
|
20
|
|
|
20
|
|
Services
|
5
|
|
|
5
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
8
|
|
|
7
|
|
Total cost of revenue
|
28
|
|
|
29
|
|
|
30
|
|
|
31
|
|
|
30
|
|
|
25
|
|
|
28
|
|
|
27
|
|
Gross profit
|
72
|
|
|
71
|
|
|
70
|
|
|
69
|
|
|
70
|
|
|
75
|
|
|
72
|
|
|
73
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
54
|
|
|
52
|
|
|
54
|
|
|
52
|
|
|
50
|
|
|
50
|
|
|
61
|
|
|
66
|
|
Research and development
|
34
|
|
|
36
|
|
|
37
|
|
|
34
|
|
|
31
|
|
|
32
|
|
|
36
|
|
|
37
|
|
General and administrative
|
17
|
|
|
18
|
|
|
17
|
|
|
17
|
|
|
17
|
|
|
21
|
|
|
20
|
|
|
23
|
|
Total operating expenses
|
105
|
|
|
106
|
|
|
108
|
|
|
103
|
|
|
98
|
|
|
103
|
|
|
117
|
|
|
126
|
|
Loss from operations
|
(33
|
)
|
|
(35
|
)
|
|
(38
|
)
|
|
(34
|
)
|
|
(28
|
)
|
|
(28
|
)
|
|
(45
|
)
|
|
(53
|
)
|
Other income (expense), net
|
(16
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
1
|
|
Loss before provision for (benefit from) income taxes
|
(49
|
)
|
|
(38
|
)
|
|
(41
|
)
|
|
(37
|
)
|
|
(31
|
)
|
|
(31
|
)
|
|
(46
|
)
|
|
(52
|
)
|
Provision for (benefit from) income taxes
|
2
|
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
1
|
|
|
1
|
|
Net loss
|
(51
|
)%
|
|
(39
|
)%
|
|
(38
|
)%
|
|
(37
|
)%
|
|
(26
|
)%
|
|
(31
|
)%
|
|
(47
|
)%
|
|
(53
|
)%
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net cash used in operating activities
|
$
|
(29,540
|
)
|
|
$
|
(41,989
|
)
|
|
$
|
(44,881
|
)
|
Net cash used in investing activities
|
(1,645
|
)
|
|
(160,279
|
)
|
|
(172,287
|
)
|
|||
Net cash provided by financing activities
|
589,238
|
|
|
288,236
|
|
|
209,892
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net cash used in operating activities
|
$
|
(29,540
|
)
|
|
$
|
(41,989
|
)
|
|
$
|
(44,881
|
)
|
Capital expenditures
|
(3,564
|
)
|
|
(6,848
|
)
|
|
(2,135
|
)
|
|||
Principal repayments of finance leases
|
(1,915
|
)
|
|
—
|
|
|
—
|
|
|||
Capitalized software
|
—
|
|
|
—
|
|
|
—
|
|
|||
Free cash flow
|
$
|
(35,019
|
)
|
|
$
|
(48,837
|
)
|
|
$
|
(47,016
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than 1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than 5 Years
|
||||||||||
0.75% convertible senior notes due 2024
|
$
|
92,996
|
|
|
$
|
647
|
|
|
$
|
1,350
|
|
|
$
|
90,999
|
|
|
$
|
—
|
|
0.25% convertible senior notes due 2026
|
1,167,266
|
|
|
2,891
|
|
|
5,750
|
|
|
5,750
|
|
|
1,152,875
|
|
|||||
Finance lease obligations
|
83,566
|
|
|
8,073
|
|
|
16,146
|
|
|
16,518
|
|
|
42,829
|
|
|||||
Operating lease obligations
|
13,486
|
|
|
4,352
|
|
|
5,643
|
|
|
2,114
|
|
|
1,377
|
|
|||||
Purchase obligations
|
232,056
|
|
|
50,413
|
|
|
109,343
|
|
|
72,300
|
|
|
—
|
|
|||||
Total
|
$
|
1,589,370
|
|
|
$
|
66,376
|
|
|
$
|
138,232
|
|
|
$
|
187,681
|
|
|
$
|
1,197,081
|
|
i.
|
Identification of the contract, or contracts, with a customer. We contract with our customers through order forms, which are governed by master sales agreements. We determine we have a contract with a customer when the contract is approved, each party’s rights regarding the products or services to be transferred is identified, the payment terms for the services can be identified, we have determined the customer has the ability and intent to pay and the contract has commercial substance. We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception, we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. We have concluded that our contracts with customers do not contain warranties that give rise to a separate performance obligation.
|
ii.
|
Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the services or products that will be transferred to the customer that are both (1) capable of being distinct, whereby the customer can benefit from the service or product either on its own or together with other resources that are readily available from third parties or from us and (2) distinct in the context of the contract, whereby the transfer of the services or products is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services or products, we apply judgment to determine whether promised services or products are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised services or products are accounted for as a combined performance obligation.
|
iii.
|
Determination of the transaction price. The transaction price is determined based on the consideration to which we expect to be entitled in exchange for transferring services and products to the customer. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of our contracts contain a significant financing component.
|
iv.
|
Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) basis. We also consider if there are any additional material rights inherent in a contract and if so, we allocate a portion of the transaction price to such rights based on SSP. We determine each SSP based on multiple factors, including past history of selling such performance obligations as standalone products. We estimate SSP for performance obligations with no observable evidence using adjusted market, cost plus and residual methods to establish the SSPs. In cases where directly observable standalone sales are not available, we utilize all observable data points including competitor pricing for a similar or identical product, market and industry data points and our pricing practices.
|
v.
|
Recognition of revenue when, or as, we satisfy a performance obligation. We recognize revenue at the time the related performance obligation is satisfied when control of the services or products are transferred to the customers,
|
|
Page
|
Financial Statements:
|
|
|
As of January 31,
|
||||||
|
2020
|
|
2019
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
706,192
|
|
|
$
|
147,831
|
|
Short-term investments
|
280,326
|
|
|
318,139
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $2,515 and $1,539 as of January 31, 2020 and 2019, respectively
|
85,554
|
|
|
72,808
|
|
||
Deferred commissions
|
24,219
|
|
|
15,878
|
|
||
Prepaid expenses and other current assets
|
16,905
|
|
|
11,580
|
|
||
Total current assets
|
1,113,196
|
|
|
566,236
|
|
||
Property and equipment, net
|
58,316
|
|
|
73,664
|
|
||
Operating lease right-of-use assets
|
11,147
|
|
|
—
|
|
||
Goodwill
|
55,830
|
|
|
41,878
|
|
||
Acquired intangible assets, net
|
34,779
|
|
|
15,894
|
|
||
Deferred tax assets
|
615
|
|
|
1,193
|
|
||
Other assets
|
54,684
|
|
|
34,611
|
|
||
Total assets
|
$
|
1,328,567
|
|
|
$
|
733,476
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,849
|
|
|
$
|
2,153
|
|
Accrued compensation and benefits
|
41,427
|
|
|
25,982
|
|
||
Operating lease liabilities
|
3,750
|
|
|
—
|
|
||
Other accrued liabilities
|
26,860
|
|
|
14,169
|
|
||
Deferred revenue
|
167,498
|
|
|
122,333
|
|
||
Total current liabilities
|
242,384
|
|
|
164,637
|
|
||
Deferred rent, non-current
|
—
|
|
|
2,567
|
|
||
Deferred tax liability, non-current
|
821
|
|
|
106
|
|
||
Operating lease liabilities, non-current
|
8,113
|
|
|
—
|
|
||
Deferred revenue, non-current
|
23,281
|
|
|
15,343
|
|
||
Convertible senior notes, net
|
911,075
|
|
|
216,858
|
|
||
Other liabilities, non-current
|
60,035
|
|
|
69,399
|
|
||
Total liabilities
|
1,245,709
|
|
|
468,910
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Class A common stock, par value of $0.001 per share; 1,000,000,000 shares authorized as of January 31, 2020 and 2019; 48,512,090 and 36,286,573 shares issued and outstanding as of January 31, 2020 and 2019, respectively
|
48
|
|
|
36
|
|
||
Class B common stock, par value of $0.001 per share; 100,000,000 shares authorized as of January 31, 2020 and 2019; 8,969,824 and 18,134,608 shares issued as of January 31, 2020 and 2019, respectively; 8,870,453 and 18,035,237 shares outstanding as of January 31, 2020 and 2019, respectively
|
9
|
|
|
18
|
|
||
Additional paid-in capital
|
752,127
|
|
|
754,612
|
|
||
Treasury stock, 99,371 shares (repurchased at an average of $13.27 per share) as of January 31, 2020 and 2019
|
(1,319
|
)
|
|
(1,319
|
)
|
||
Accumulated other comprehensive income (loss)
|
225
|
|
|
(174
|
)
|
||
Accumulated deficit
|
(668,232
|
)
|
|
(488,607
|
)
|
||
Total stockholders’ equity
|
82,858
|
|
|
264,566
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,328,567
|
|
|
$
|
733,476
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
399,826
|
|
|
$
|
248,391
|
|
|
$
|
151,853
|
|
Services
|
21,894
|
|
|
18,625
|
|
|
14,175
|
|
|||
Total revenue
|
421,720
|
|
|
267,016
|
|
|
166,028
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription
|
101,691
|
|
|
56,255
|
|
|
30,766
|
|
|||
Services
|
23,665
|
|
|
17,313
|
|
|
12,093
|
|
|||
Total cost of revenue
|
125,356
|
|
|
73,568
|
|
|
42,859
|
|
|||
Gross profit
|
296,364
|
|
|
193,448
|
|
|
123,169
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
223,893
|
|
|
148,296
|
|
|
109,073
|
|
|||
Research and development
|
149,033
|
|
|
89,854
|
|
|
62,202
|
|
|||
General and administrative
|
71,304
|
|
|
53,063
|
|
|
36,775
|
|
|||
Total operating expenses
|
444,230
|
|
|
291,213
|
|
|
208,050
|
|
|||
Loss from operations
|
(147,866
|
)
|
|
(97,765
|
)
|
|
(84,881
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
8,556
|
|
|
7,163
|
|
|
1,308
|
|
|||
Interest expense
|
(20,983
|
)
|
|
(10,290
|
)
|
|
(8
|
)
|
|||
Other income (expense), net
|
(15,885
|
)
|
|
(1,437
|
)
|
|
895
|
|
|||
Loss before provision for (benefit from) income taxes
|
(176,178
|
)
|
|
(102,329
|
)
|
|
(82,686
|
)
|
|||
Provision for (benefit from) income taxes
|
(656
|
)
|
|
(3,318
|
)
|
|
1,287
|
|
|||
Net loss
|
$
|
(175,522
|
)
|
|
$
|
(99,011
|
)
|
|
$
|
(83,973
|
)
|
Net loss per share, basic and diluted
|
$
|
(3.14
|
)
|
|
$
|
(1.90
|
)
|
|
$
|
(3.54
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
55,939,032
|
|
|
52,034,596
|
|
|
23,718,391
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net loss
|
$
|
(175,522
|
)
|
|
$
|
(99,011
|
)
|
|
$
|
(83,973
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale securities
|
91
|
|
|
94
|
|
|
(88
|
)
|
|||
Foreign currency translation adjustment
|
308
|
|
|
(109
|
)
|
|
293
|
|
|||
Other comprehensive income (loss)
|
399
|
|
|
(15
|
)
|
|
205
|
|
|||
Total comprehensive loss
|
$
|
(175,123
|
)
|
|
$
|
(99,026
|
)
|
|
$
|
(83,768
|
)
|
|
Redeemable
Convertible Preferred Stock |
|
Class A and
Class B Common Stock |
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity (Deficit)
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balances as of January 31, 2017
|
41,148,282
|
|
|
$
|
345,257
|
|
|
13,093,621
|
|
|
$
|
13
|
|
|
$
|
62,557
|
|
|
$
|
(1,319
|
)
|
|
$
|
(364
|
)
|
|
$
|
(305,623
|
)
|
|
$
|
(244,736
|
)
|
Exercise of preferred stock warrants
|
85,170
|
|
|
1,171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of common stock warrants
|
—
|
|
|
—
|
|
|
99,534
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
1,263,722
|
|
|
1
|
|
|
5,596
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,597
|
|
|||||||
Repurchase of early exercised options
|
—
|
|
|
—
|
|
|
(34,710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Conversion of redeemable convertible preferred stock to common stock
|
(41,233,452
|
)
|
|
(346,428
|
)
|
|
26,953,404
|
|
|
27
|
|
|
346,401
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346,428
|
|
|||||||
Issuance of common stock upon initial public offering, net of offering costs
|
—
|
|
|
—
|
|
|
9,200,000
|
|
|
9
|
|
|
201,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201,620
|
|
|||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,280
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,235
|
|
|||||||
Unrealized loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
(88
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293
|
|
|
—
|
|
|
293
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,973
|
)
|
|
(83,973
|
)
|
|||||||
Balances as of January 31, 2018
|
—
|
|
|
—
|
|
|
50,575,571
|
|
|
51
|
|
|
638,680
|
|
|
(1,319
|
)
|
|
(159
|
)
|
|
(389,596
|
)
|
|
247,657
|
|
|||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
3,144,202
|
|
|
3
|
|
|
22,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,200
|
|
|||||||
Repurchase of early exercised options
|
—
|
|
|
—
|
|
|
(35,668
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,204
|
|
|||||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
263,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,403
|
|
|||||||
Issuance of common stock under the Employee Stock Purchase Plan
|
—
|
|
|
—
|
|
|
374,576
|
|
|
—
|
|
|
10,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,531
|
|
|||||||
Equity component of the 0.75% convertible senior notes due 2024
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,683
|
|
|||||||
Purchase of capped calls
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,086
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,086
|
)
|
|||||||
Unrealized gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
—
|
|
|
(109
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99,011
|
)
|
|
(99,011
|
)
|
|||||||
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
|
—
|
|
|
—
|
|
|
2,163,361
|
|
|
3
|
|
|
16,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,777
|
|
|||||||
Repurchase of early exercised options
|
—
|
|
|
—
|
|
|
(5,677
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296
|
|
|||||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
748,061
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,776
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,776
|
|
|||||||
Issuance of common stock under the Employee Stock Purchase Plan
|
—
|
|
|
—
|
|
|
154,988
|
|
|
—
|
|
|
13,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,420
|
|
|||||||
Equity component of the 0.25% convertible senior notes due 2026
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288,998
|
|
|||||||
Purchase of capped calls
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,820
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,820
|
)
|
|||||||
Impact from 2024 Notes Partial Repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,929
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,929
|
)
|
|||||||
Unrealized gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|
—
|
|
|
308
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175,522
|
)
|
|
(175,522
|
)
|
|||||||
Balances as of January 31, 2020
|
—
|
|
|
$
|
—
|
|
|
57,382,543
|
|
|
$
|
57
|
|
|
$
|
752,127
|
|
|
$
|
(1,319
|
)
|
|
$
|
225
|
|
|
$
|
(668,232
|
)
|
|
$
|
82,858
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(175,522
|
)
|
|
$
|
(99,011
|
)
|
|
$
|
(83,973
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
12,783
|
|
|
5,792
|
|
|
3,703
|
|
|||
Stock-based compensation
|
75,776
|
|
|
37,403
|
|
|
21,235
|
|
|||
Amortization of debt discount and issuance costs
|
14,847
|
|
|
7,399
|
|
|
—
|
|
|||
Amortization of finance right-of-use assets
|
3,976
|
|
|
—
|
|
|
—
|
|
|||
Amortization of operating right-of-use assets
|
3,015
|
|
|
—
|
|
|
—
|
|
|||
Non-cash interest on finance lease liabilities
|
1,823
|
|
|
1,570
|
|
|
—
|
|
|||
Deferred income taxes
|
(3,292
|
)
|
|
(4,960
|
)
|
|
(302
|
)
|
|||
Accretion of discount on short-term investments
|
(4,060
|
)
|
|
(3,875
|
)
|
|
(152
|
)
|
|||
Change in fair value of warrant liability
|
—
|
|
|
—
|
|
|
(101
|
)
|
|||
Loss on early extinguishment of debt
|
14,522
|
|
|
—
|
|
|
—
|
|
|||
Change in operating assets and liabilities, net of the impact from the acquisition:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(12,692
|
)
|
|
(19,445
|
)
|
|
(16,095
|
)
|
|||
Prepaid expenses and other current assets
|
(3,794
|
)
|
|
(1,487
|
)
|
|
(2,436
|
)
|
|||
Deferred commissions
|
(28,362
|
)
|
|
(16,134
|
)
|
|
(6,422
|
)
|
|||
Other long-term assets
|
(53
|
)
|
|
(214
|
)
|
|
(687
|
)
|
|||
Accounts payable
|
513
|
|
|
(913
|
)
|
|
(371
|
)
|
|||
Deferred rent
|
—
|
|
|
1,642
|
|
|
(133
|
)
|
|||
Accrued liabilities
|
20,439
|
|
|
13,564
|
|
|
8,115
|
|
|||
Operating lease liabilities
|
(3,291
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred revenue
|
53,054
|
|
|
36,680
|
|
|
32,738
|
|
|||
Other liabilities, non-current
|
778
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in operating activities
|
(29,540
|
)
|
|
(41,989
|
)
|
|
(44,881
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(3,564
|
)
|
|
(6,848
|
)
|
|
(2,135
|
)
|
|||
Acquisition, net of cash acquired
|
(38,629
|
)
|
|
(55,517
|
)
|
|
—
|
|
|||
Proceeds from maturities of marketable securities
|
470,000
|
|
|
450,000
|
|
|
82,230
|
|
|||
Purchases of marketable securities
|
(429,452
|
)
|
|
(547,914
|
)
|
|
(252,382
|
)
|
|||
Net cash used in investing activities
|
(1,645
|
)
|
|
(160,279
|
)
|
|
(172,287
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options, including early exercised stock options
|
16,775
|
|
|
22,244
|
|
|
8,367
|
|
|||
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan
|
13,420
|
|
|
10,532
|
|
|
—
|
|
|||
Repurchase of early exercised stock options
|
(43
|
)
|
|
(327
|
)
|
|
(242
|
)
|
|||
Principal repayments of finance leases
|
(1,915
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from borrowings on convertible senior notes, net of issuance costs
|
1,132,991
|
|
|
291,145
|
|
|
—
|
|
|||
Payments for 2024 Notes Partial Repurchase
|
(479,070
|
)
|
|
—
|
|
|
—
|
|
|||
Payment for purchase of capped calls
|
(92,920
|
)
|
|
(37,086
|
)
|
|
—
|
|
|||
Proceeds from tenant improvement allowance on build-to-suit lease
|
—
|
|
|
1,728
|
|
|
—
|
|
|||
Proceeds from initial public offering, net of underwriting discounts and commissions
|
—
|
|
|
—
|
|
|
205,494
|
|
|||
Proceeds from exercise of redeemable convertible preferred stock warrants
|
—
|
|
|
—
|
|
|
1
|
|
|||
Payment of initial public offering costs
|
—
|
|
|
—
|
|
|
(3,728
|
)
|
|||
Net cash provided by financing activities
|
589,238
|
|
|
288,236
|
|
|
209,892
|
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
306
|
|
|
(48
|
)
|
|
291
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
558,359
|
|
|
85,920
|
|
|
(6,985
|
)
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
148,347
|
|
|
62,427
|
|
|
69,412
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
$
|
706,706
|
|
|
$
|
148,347
|
|
|
$
|
62,427
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Supplemental cash flow disclosure
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
$
|
2,701
|
|
|
$
|
984
|
|
|
$
|
1,004
|
|
Interest expense, net
|
$
|
2,375
|
|
|
$
|
1,044
|
|
|
$
|
8
|
|
Noncash investing and financing activities
|
|
|
|
|
|
||||||
Construction costs related to build-to-suit lease obligations
|
$
|
—
|
|
|
$
|
11,683
|
|
|
$
|
—
|
|
Vesting of early exercised stock options
|
$
|
296
|
|
|
$
|
1,204
|
|
|
$
|
1,280
|
|
Conversion of redeemable convertible preferred stock warrant liability to redeemable convertible preferred stock as a result of warrant exercise
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,171
|
|
Conversion of redeemable convertible preferred stock to common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
346,428
|
|
Debt issuance and capped call costs included in accounts payable and accrued liabilities
|
$
|
4,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchases of property and equipment included in accounts payable and accrued liabilities
|
$
|
1,134
|
|
|
$
|
66
|
|
|
$
|
193
|
|
Estimated fair value of office space under a build-to-suit lease
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,709
|
|
Reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
706,192
|
|
|
$
|
147,831
|
|
|
$
|
61,902
|
|
Restricted cash, non-current
|
514
|
|
|
516
|
|
|
525
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
706,706
|
|
|
$
|
148,347
|
|
|
$
|
62,427
|
|
1.
|
Organization and Description of Business
|
2.
|
Summary of Significant Accounting Policies
|
•
|
Level 1: Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
|
•
|
Level 2: Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
Property and Equipment
|
|
Estimated Useful Life
|
Computer and office equipment
|
|
Two to three years
|
Purchased software
|
|
Two to three years
|
Servers
|
|
Three years
|
Furniture and fixtures
|
|
Five years
|
Leasehold improvements
|
|
Lesser of estimated useful life or remaining lease term
|
Building
|
|
Forty years
|
i.
|
Identification of the contract, or contracts, with a customer - The Company contracts with its customers through order forms, which are governed by master sales agreements. The Company determines it has a contract with a customer when the contract is approved, each party’s rights regarding the products or services to be transferred is identified, the payment terms for the services can be identified, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company has concluded that its contracts with customers do not contain warranties that give rise to a separate performance obligation.
|
ii.
|
Identification of the performance obligations in the contract - Performance obligations promised in a contract are identified based on the services or products that will be transferred to the customer that are both 1) capable of being distinct, whereby the customer can benefit from the service or product either on its own or together with other resources that are readily available from third parties or from the Company and 2) distinct in the context of the contract, whereby the transfer of the services or products is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services or products, the Company applies judgment to determine whether promised services or products are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised services or products are accounted for as a combined performance obligation.
|
iii.
|
Determination of the transaction price - The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services and products to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component.
|
iv.
|
Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) basis. The Company also considers if there are any additional material rights inherent in a contract and if so, the Company allocates a portion of the transaction price to such rights based on SSP. The Company determines each SSP based on multiple factors, including past history of selling such performance obligations as standalone products. The Company estimates SSP for performance obligations with no observable evidence using adjusted market, cost plus and residual methods to establish the SSPs. In cases where directly observable standalone sales are not available, the Company utilizes all observable data points including competitor pricing for a similar or identical product, market and industry data points and the Company’s pricing practices to establish the SSP.
|
v.
|
Recognition of revenue when, or as, the Company satisfies a performance obligation - The Company recognizes revenue at the time the related performance obligation is satisfied when control of the services or products are transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or products. The Company records its revenue net of any value added or sales tax.
|
3.
|
Fair Value Measurements
|
|
Fair Value Measurement at January 31, 2020
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
623,856
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
623,856
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. government treasury securities
|
280,326
|
|
|
—
|
|
|
—
|
|
|
280,326
|
|
||||
Total financial assets
|
$
|
904,182
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
904,182
|
|
|
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.
|
Property and Equipment, Net
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
Servers
|
$
|
946
|
|
|
$
|
587
|
|
Furniture and fixtures
|
2,673
|
|
|
2,224
|
|
||
Computer and office equipment
|
229
|
|
|
174
|
|
||
Purchased software
|
985
|
|
|
985
|
|
||
Leasehold improvements
|
19,311
|
|
|
16,958
|
|
||
Construction in process
|
314
|
|
|
16
|
|
||
Building
|
—
|
|
|
56,161
|
|
||
Finance lease right-of-use assets
|
39,411
|
|
|
—
|
|
||
Total property and equipment
|
63,869
|
|
|
77,105
|
|
||
Less: accumulated depreciation and amortization
|
(5,553
|
)
|
|
(3,441
|
)
|
||
Property and equipment, net
|
$
|
58,316
|
|
|
$
|
73,664
|
|
5.
|
Business Combinations
|
|
Amounts
|
||
Purchase price pursuant to the merger agreement
|
$
|
39,000
|
|
Estimated cash amount
|
115
|
|
|
Downward closing working capital adjustment
|
(352
|
)
|
|
Total purchase price to be allocated
|
$
|
38,763
|
|
|
Estimated Fair Value
|
||
Financial and tangible assets, net
|
$
|
43
|
|
Identifiable intangible asset - developed technology
|
27,300
|
|
|
Identifiable intangible asset - customer relationships
|
1,700
|
|
|
Deferred revenue
|
(350
|
)
|
|
Goodwill (excluding deferred tax liability impact)
|
10,070
|
|
|
Total purchase price
|
$
|
38,763
|
|
6.
|
Goodwill and Acquired Intangible Assets, Net
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
Balance, beginning of the year
|
$
|
41,878
|
|
|
$
|
1,700
|
|
Increase in goodwill related to business combinations
|
13,952
|
|
|
40,178
|
|
||
Balance, end of the year
|
$
|
55,830
|
|
|
$
|
41,878
|
|
|
January 31, 2020
|
||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||
Developed technology
|
$
|
34,700
|
|
|
$
|
(11,495
|
)
|
|
$
|
23,205
|
|
Domain name
|
155
|
|
|
(151
|
)
|
|
4
|
|
|||
Customer relationships
|
15,200
|
|
|
(3,630
|
)
|
|
11,570
|
|
|||
Total
|
$
|
50,055
|
|
|
$
|
(15,276
|
)
|
|
$
|
34,779
|
|
|
January 31, 2019
|
||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||
Developed technology
|
$
|
7,400
|
|
|
$
|
(4,358
|
)
|
|
$
|
3,042
|
|
Domain name
|
155
|
|
|
(128
|
)
|
|
27
|
|
|||
Customer relationships
|
13,500
|
|
|
(675
|
)
|
|
12,825
|
|
|||
Total
|
$
|
21,055
|
|
|
$
|
(5,161
|
)
|
|
$
|
15,894
|
|
7.
|
Convertible Senior Notes
|
|
January 14, 2020
|
||||||
|
2024 Notes Total
|
|
2024 Notes Partial Repurchase
|
||||
Principal
|
$
|
300,000
|
|
|
$
|
209,998
|
|
Unamortized debt discount
|
(65,366
|
)
|
|
(45,756
|
)
|
||
Unamortized debt issuance costs
|
(5,175
|
)
|
|
(3,623
|
)
|
||
Net carrying amount
|
$
|
229,459
|
|
|
$
|
160,619
|
|
|
January 14, 2020
|
||
Cash consideration allocated to the liability component
|
$
|
175,141
|
|
Less: Net carrying amount of the liability component associated with the 2024 Notes Partial Repurchase
|
(160,619
|
)
|
|
Loss from 2024 Notes Partial Repurchase
|
$
|
14,522
|
|
(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 2024 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 2024 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 2024 Notes on each such trading day;
|
(3)
|
if the Company calls any or all of the 2024 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 2024 Notes).
|
(1)
|
during any fiscal quarter commencing after the fiscal quarter ending on April 30, 2020 (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 2026 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 2026 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 2026 Notes on each such trading day;
|
(3)
|
if the Company calls any or all of the 2026 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 2026 Notes).
|
|
January 31, 2020
|
|
January 31, 2019
|
||||||||
|
2024 Notes *
|
|
2026 Notes
|
|
2024 Notes
|
||||||
Principal
|
$
|
90,002
|
|
|
$
|
1,150,000
|
|
|
$
|
300,000
|
|
Unamortized debt discount
|
(19,435
|
)
|
|
(292,932
|
)
|
|
(77,211
|
)
|
|||
Unamortized debt issuance costs
|
(1,541
|
)
|
|
(15,019
|
)
|
|
(5,931
|
)
|
|||
Net carrying amount
|
$
|
69,026
|
|
|
$
|
842,049
|
|
|
$
|
216,858
|
|
|
Year Ended January 31, 2020
|
|
Year Ended January 31, 2019
|
||||||||
|
2024 Notes
|
|
2026 Notes
|
|
2024 Notes
|
||||||
Contractual interest expense
|
$
|
2,178
|
|
|
$
|
136
|
|
|
$
|
1,325
|
|
Amortization of debt discount
|
12,021
|
|
|
1,977
|
|
|
6,956
|
|
|||
Amortization of issuance costs
|
767
|
|
|
82
|
|
|
415
|
|
|||
Total
|
$
|
14,966
|
|
|
$
|
2,195
|
|
|
$
|
8,696
|
|
|
January 31, 2020
|
||
Finance lease cost:
|
|
||
Amortization of finance lease right-of-use assets
|
$
|
3,976
|
|
Interest on finance lease liabilities
|
3,639
|
|
|
Operating lease cost
|
4,712
|
|
|
Short-term lease cost
|
2,229
|
|
|
Total lease cost
|
$
|
14,556
|
|
|
January 31, 2020
|
||
Finance Lease:
|
|
||
Property and equipment, net
|
$
|
39,411
|
|
Other accrued liabilities (current)
|
4,633
|
|
|
Other liabilities, non-current
|
59,257
|
|
|
Operating Leases:
|
|
||
Operating lease right-of-use assets
|
$
|
11,147
|
|
Operating lease liabilities (current)
|
3,750
|
|
|
Operating lease liabilities, non-current
|
8,113
|
|
|
January 31, 2020
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from finance lease
|
$
|
1,817
|
|
Operating cash flows from operating leases
|
4,450
|
|
|
Financing cash flows from finance lease
|
1,915
|
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Finance lease
|
$
|
—
|
|
Operating leases
|
3,930
|
|
|
Weighted-average remaining lease term (in years):
|
|
||
Finance lease
|
9.9
|
|
|
Operating leases
|
4.2
|
|
|
Weighted-average discount rate:
|
|
||
Finance lease
|
5.6
|
%
|
|
Operating leases
|
6.2
|
%
|
Year Ending January 31,
|
Finance Lease
|
|
Operating Leases
|
||||
2021
|
$
|
8,073
|
|
|
$
|
4,352
|
|
2022
|
8,073
|
|
|
2,935
|
|
||
2023
|
8,073
|
|
|
2,708
|
|
||
2024
|
8,073
|
|
|
1,266
|
|
||
2025
|
8,445
|
|
|
848
|
|
||
Thereafter
|
42,829
|
|
|
1,377
|
|
||
Total minimum payments
|
83,566
|
|
|
13,486
|
|
||
Less imputed interest
|
(19,676
|
)
|
|
(1,623
|
)
|
||
Present value of future minimum lease payments
|
63,890
|
|
|
11,863
|
|
||
Less current obligations under leases
|
(4,633
|
)
|
|
(3,750
|
)
|
||
Non-current lease obligations
|
$
|
59,257
|
|
|
$
|
8,113
|
|
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
|
|
Year Ending January 31,
|
Other Obligations
|
||
2021
|
$
|
50,413
|
|
2022
|
56,847
|
|
|
2023
|
52,496
|
|
|
2024
|
61,450
|
|
|
2025
|
10,850
|
|
|
Thereafter
|
—
|
|
|
Total minimum payments
|
$
|
232,056
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Primary geographical markets:
|
|
|
|
|
|
||||||
Americas
|
$
|
272,358
|
|
|
$
|
172,688
|
|
|
$
|
110,616
|
|
EMEA
|
118,660
|
|
|
79,757
|
|
|
48,129
|
|
|||
Asia Pacific
|
30,702
|
|
|
14,571
|
|
|
7,283
|
|
|||
Total
|
$
|
421,720
|
|
|
$
|
267,016
|
|
|
$
|
166,028
|
|
|
|
|
|
|
|
||||||
Subscription product categories and services:
|
|
|
|
|
|
||||||
MongoDB Atlas-related
|
$
|
162,510
|
|
|
$
|
60,241
|
|
|
$
|
11,265
|
|
Other subscription
|
237,316
|
|
|
188,150
|
|
|
140,588
|
|
|||
Services
|
21,894
|
|
|
18,625
|
|
|
14,175
|
|
|||
Total
|
$
|
421,720
|
|
|
$
|
267,016
|
|
|
$
|
166,028
|
|
|
|
|
Options Outstanding
|
||||||||||||
|
Shares
Available for Grant |
|
Shares
|
|
Weighted-
Average Exercise Price Per Share |
|
Weighted-
Average Remaining Contractual Term (In Years) |
|
Aggregate
Intrinsic Value |
||||||
Balance - January 31, 2018
|
4,636,564
|
|
|
12,637,435
|
|
|
$
|
7.63
|
|
|
7.7
|
|
$
|
246,227
|
|
Authorized
|
2,528,778
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options exercised
|
—
|
|
|
(3,144,202
|
)
|
|
7.06
|
|
|
|
|
|
|||
Early exercised shares repurchased
|
35,668
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options forfeited and expired
|
872,223
|
|
|
(872,223
|
)
|
|
8.40
|
|
|
|
|
|
|||
RSUs granted
|
(2,134,844
|
)
|
|
—
|
|
|
|
|
|
|
|
||||
RSUs forfeited and canceled
|
128,687
|
|
|
—
|
|
|
|
|
|
|
|
||||
Balance - January 31, 2019
|
6,067,076
|
|
|
8,621,010
|
|
|
7.75
|
|
|
6.7
|
|
729,392
|
|
||
Authorized
|
2,716,090
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options exercised
|
—
|
|
|
(2,163,361
|
)
|
|
7.76
|
|
|
|
|
|
|||
Early exercised shares repurchased
|
5,677
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options forfeited and expired
|
278,650
|
|
|
(278,650
|
)
|
|
11.28
|
|
|
|
|
|
|||
RSUs granted
|
(2,347,359
|
)
|
|
—
|
|
|
|
|
|
|
|
||||
RSUs forfeited and canceled
|
306,641
|
|
|
—
|
|
|
|
|
|
|
|
||||
Balance - January 31, 2020
|
7,026,775
|
|
|
6,178,999
|
|
|
$
|
7.60
|
|
|
5.7
|
|
$
|
965,860
|
|
Options vested and exercisable - January 31, 2019
|
|
|
5,342,183
|
|
|
$
|
6.95
|
|
|
6.0
|
|
$
|
456,275
|
|
|
Options vested and exercisable - January 31, 2020
|
|
|
4,693,273
|
|
|
$
|
7.08
|
|
|
5.4
|
|
$
|
736,034
|
|
|
Options vested and exercisable - Stock options vested and expected to vest -January 31, 2020
|
|
|
6,178,999
|
|
|
$
|
7.60
|
|
|
5.7
|
|
$
|
965,860
|
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value per RSU
|
|||
Unvested - January 31, 2018
|
245,746
|
|
|
$
|
26.20
|
|
RSUs granted
|
2,134,844
|
|
|
54.53
|
|
|
RSUs vested
|
(263,129
|
)
|
|
42.38
|
|
|
RSUs forfeited and canceled
|
(128,687
|
)
|
|
42.08
|
|
|
Unvested - January 31, 2019
|
1,988,774
|
|
|
54.22
|
|
|
RSUs granted
|
2,347,359
|
|
|
128.25
|
|
|
RSUs vested
|
(748,061
|
)
|
|
65.96
|
|
|
RSUs forfeited and canceled
|
(306,641
|
)
|
|
77.59
|
|
|
Unvested - January 31, 2020
|
3,281,431
|
|
|
$
|
102.30
|
|
|
Years Ended January 31,
|
||||
|
2020
|
|
2019
|
|
2018
|
Expected term (in years)
|
*
|
|
*
|
|
5.85 - 6.20
|
Expected volatility
|
*
|
|
*
|
|
41.2% - 45.7%
|
Risk-free interest rate
|
*
|
|
*
|
|
1.8% - 2.4%
|
Dividend yield
|
*
|
|
*
|
|
0%
|
|
Years Ended January 31,
|
||
|
2020
|
|
2019
|
Expected term (in years)
|
0.49 - 0.54
|
|
0.49 - 0.54
|
Expected volatility
|
42% - 48%
|
|
29% - 54%
|
Risk-free interest rate
|
1.6% - 2.2%
|
|
2.1% - 2.5%
|
Dividend yield
|
0%
|
|
0%
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Cost of revenue—subscription
|
$
|
4,996
|
|
|
$
|
2,047
|
|
|
$
|
730
|
|
Cost of revenue—services
|
3,047
|
|
|
1,239
|
|
|
462
|
|
|||
Sales and marketing
|
26,640
|
|
|
11,059
|
|
|
6,364
|
|
|||
Research and development
|
26,686
|
|
|
11,687
|
|
|
5,752
|
|
|||
General and administrative
|
14,407
|
|
|
11,371
|
|
|
7,927
|
|
|||
Total stock-based compensation expense
|
$
|
75,776
|
|
|
$
|
37,403
|
|
|
$
|
21,235
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(175,522
|
)
|
|
$
|
(99,011
|
)
|
|
$
|
(83,973
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares used to compute net loss per share, basic and diluted
|
55,939,032
|
|
|
52,034,596
|
|
|
23,718,391
|
|
|||
|
|
|
|
|
|
||||||
Net loss per share, basic and diluted
|
$
|
(3.14
|
)
|
|
$
|
(1.90
|
)
|
|
$
|
(3.54
|
)
|
|
Years Ended January 31,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Redeemable convertible preferred stock (as converted)
|
—
|
|
|
—
|
|
|
19,534,014
|
|
Redeemable convertible preferred stock warrants (as converted)
|
—
|
|
|
—
|
|
|
22,592
|
|
Common stock warrants
|
—
|
|
|
—
|
|
|
90,143
|
|
Stock options to purchase Class A common stock
|
2,145,462
|
|
|
3,174,009
|
|
|
2,552,397
|
|
Stock options to purchase Class B common stock
|
5,076,831
|
|
|
7,691,386
|
|
|
9,612,572
|
|
Unvested restricted stock units
|
2,914,575
|
|
|
1,447,642
|
|
|
—
|
|
Early exercised stock options
|
29,532
|
|
|
126,447
|
|
|
236,675
|
|
Shares underlying the conversion spread in the 2024 Notes
|
2,112,279
|
|
|
227,982
|
|
|
—
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
United States
|
$
|
(117,943
|
)
|
|
$
|
(50,014
|
)
|
|
$
|
(49,827
|
)
|
Foreign
|
(58,235
|
)
|
|
(52,315
|
)
|
|
(32,859
|
)
|
|||
Total
|
$
|
(176,178
|
)
|
|
$
|
(102,329
|
)
|
|
$
|
(82,686
|
)
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
372
|
|
|
$
|
76
|
|
|
$
|
—
|
|
State
|
236
|
|
|
134
|
|
|
88
|
|
|||
Foreign
|
2,028
|
|
|
1,442
|
|
|
1,493
|
|
|||
Total
|
2,636
|
|
|
1,652
|
|
|
1,581
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(2,534
|
)
|
|
(3,389
|
)
|
|
(96
|
)
|
|||
State
|
(1,336
|
)
|
|
(704
|
)
|
|
6
|
|
|||
Foreign
|
578
|
|
|
(877
|
)
|
|
(204
|
)
|
|||
Total
|
(3,292
|
)
|
|
(4,970
|
)
|
|
(294
|
)
|
|||
Provision for (benefit from) income taxes
|
$
|
(656
|
)
|
|
$
|
(3,318
|
)
|
|
$
|
1,287
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Income tax benefit at statutory rate
|
$
|
(36,997
|
)
|
|
$
|
(21,474
|
)
|
|
$
|
(27,958
|
)
|
State taxes, net of federal benefit
|
298
|
|
|
106
|
|
|
564
|
|
|||
Impact of foreign income taxes
|
5,376
|
|
|
5,111
|
|
|
5,555
|
|
|||
Stock based compensation
|
(41,800
|
)
|
|
(27,361
|
)
|
|
1,741
|
|
|||
Non-deductible expenses
|
2,114
|
|
|
1,238
|
|
|
615
|
|
|||
Change in valuation allowance
|
72,263
|
|
|
40,357
|
|
|
(11,791
|
)
|
|||
Research and development credits
|
(1,899
|
)
|
|
(1,540
|
)
|
|
(1,146
|
)
|
|||
Prior year true ups
|
59
|
|
|
135
|
|
|
(144
|
)
|
|||
Change in tax rate due to the Tax Act
|
—
|
|
|
—
|
|
|
33,110
|
|
|||
Other
|
(70
|
)
|
|
110
|
|
|
741
|
|
|||
Provision for (benefit from) income taxes
|
$
|
(656
|
)
|
|
$
|
(3,318
|
)
|
|
$
|
1,287
|
|
|
Years Ended January 31,
|
||||||
|
2020
|
|
2019
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating loss carryforwards
|
$
|
204,193
|
|
|
$
|
121,024
|
|
Deferred revenue
|
31,103
|
|
|
2,663
|
|
||
Finance and operating lease liabilities
|
19,068
|
|
|
—
|
|
||
Other reserves
|
377
|
|
|
346
|
|
||
Gross deferred tax assets
|
254,741
|
|
|
124,033
|
|
||
Valuation allowance
|
(136,981
|
)
|
|
(101,502
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
117,760
|
|
|
22,531
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Goodwill
|
(55
|
)
|
|
(44
|
)
|
||
Depreciable assets
|
(10,796
|
)
|
|
(2,288
|
)
|
||
Finance and operating lease right-of-use assets
|
(12,681
|
)
|
|
—
|
|
||
Convertible senior notes
|
(78,812
|
)
|
|
(19,066
|
)
|
||
Other liabilities and accruals
|
(15,559
|
)
|
|
16
|
|
||
Total deferred tax liabilities
|
(117,903
|
)
|
|
(21,382
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
(143
|
)
|
|
$
|
1,149
|
|
|
Years Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
4,603
|
|
|
$
|
4,049
|
|
|
$
|
4,400
|
|
Increase (decrease) in tax positions in prior years
|
53
|
|
|
(26
|
)
|
|
(1,494
|
)
|
|||
Additions based on tax positions in the current year
|
634
|
|
|
580
|
|
|
1,143
|
|
|||
Unrecognized tax benefits at end of year
|
$
|
5,290
|
|
|
$
|
4,603
|
|
|
$
|
4,049
|
|
Index to Consolidated Financial Statements
|
Page
|
Financial Statements:
|
|
|
Balance at Beginning of Year
|
Additions
|
Usage (Deductions)
|
Balance at End of Year
|
||||||||
Year ended January 31, 2020
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
1,539
|
|
$
|
4,502
|
|
$
|
(3,526
|
)
|
$
|
2,515
|
|
Deferred tax asset valuation allowance
|
101,502
|
|
35,479
|
|
—
|
|
136,981
|
|
||||
Year ended January 31, 2019
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
1,238
|
|
$
|
2,069
|
|
$
|
(1,768
|
)
|
$
|
1,539
|
|
Deferred tax asset valuation allowance
|
77,265
|
|
24,237
|
|
—
|
|
101,502
|
|
||||
Year ended January 31, 2018
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
958
|
|
$
|
1,417
|
|
$
|
(1,137
|
)
|
$
|
1,238
|
|
Deferred tax asset valuation allowance
|
80,758
|
|
—
|
|
(3,493
|
)
|
77,265
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
|||
Exhibit
Number |
|
Description
|
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1
|
|
|
10-Q
|
001-38240
|
2.1
|
12/16/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
8-K
|
001-38240
|
3.1
|
10/25/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
S-1
|
333-220557
|
3.4
|
9/21/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
S-1/A
|
333-220557
|
4.1
|
10/6/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
|
S-1
|
333-220557
|
4.1
|
9/21/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
8-K
|
001-38240
|
4.1
|
6/28/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
8-K
|
001-38240
|
4.2
|
6/28/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
8-K
|
001-38240
|
4.1
|
1/14/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
8-K
|
001-38240
|
4.2
|
1/14/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
10.1#
|
|
|
S-1
|
333-220557
|
10.1
|
9/21/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2#
|
|
|
S-1/A
|
333-220557
|
10.2
|
10/6/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3#
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
10.4#
|
|
|
10-K
|
001-38240
|
10.3
|
3/30/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5#
|
|
|
S-1/A
|
333-220557
|
10.3
|
10/6/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6#
|
|
|
S-1/A
|
333-220557
|
10.4
|
10/6/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7#
|
|
|
S-1
|
333-220557
|
10.5
|
9/21/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8#
|
|
|
S-1/A
|
333-220557
|
10.6
|
10/6/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
|||
Exhibit
Number |
|
Description
|
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9#
|
|
|
S-1/A
|
333-220557
|
10.8
|
10/6/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10#
|
|
|
S-1/A
|
333-220557
|
10.9
|
10/6/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11#
|
|
|
10-K
|
001-38240
|
10.1
|
6/7/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
|
10-K
|
001-38240
|
10.12
|
3/30/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
|
8-K
|
001-38240
|
99.1
|
6/28/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
|
8-K
|
001-38240
|
99.2
|
6/28/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
|
8-K
|
001-38240
|
99.1
|
1/14/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
|
8-K
|
001-38240
|
99.2
|
1/14/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
|||
Exhibit
Number |
|
Description
|
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104
|
|
Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
|
|
|
|
|
#
|
|
Indicates management contract or compensatory plan.
|
*
|
|
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: March 27, 2020
|
By:
|
|
/s/ Dev Ittycheria
|
|
|
Name:
|
Dev Ittycheria
|
|
|
Title:
|
President, Chief Executive Officer and Director
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Dev Ittycheria
|
|
President, Chief Executive Officer and Director
|
|
March 27, 2020
|
Dev Ittycheria
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Michael Gordon
|
|
Chief Operating Officer and Chief Financial Officer
|
|
March 27, 2020
|
Michael Gordon
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Thomas Bull
|
|
Corporate Controller
|
|
March 27, 2020
|
Thomas Bull
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Tom Killalea
|
|
Director
|
|
March 27, 2020
|
Tom Killalea
|
|
|
|
|
|
|
|
|
|
/s/ Archana Agrawal
|
|
Director
|
|
March 27, 2020
|
Archana Agrawal
|
|
|
|
|
|
|
|
|
|
/s/ Roelof Botha
|
|
Director
|
|
March 27, 2020
|
Roelof Botha
|
|
|
|
|
|
|
|
|
|
/s/ Hope Cochran
|
|
Director
|
|
March 27, 2020
|
Hope Cochran
|
|
|
|
|
|
|
|
|
|
/s/ Francisco D’Souza
|
|
Director
|
|
March 27, 2020
|
Francisco D’Souza
|
|
|
|
|
|
|
|
|
|
/s/ Charles M. Hazard, Jr.
|
|
Director
|
|
March 27, 2020
|
Charles M. Hazard, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Eliot Horowitz
|
|
Director
|
|
March 27, 2020
|
Eliot Horowitz
|
|
|
|
|
|
|
|
|
|
/s/ John McMahon
|
|
Director
|
|
March 27, 2020
|
John McMahon
|
|
|
|
|
|
|
|
|
|
/s/ Mark Porter
|
|
Director
|
|
March 27, 2020
|
Mark Porter
|
|
|
|
|
•
|
1,000,000,000 shares are designated as Class A common stock; and
|
•
|
100,000,000 shares are designated as Class B common stock.
|
•
|
if we propose to treat the shares of a class of our common stock differently with respect to any dividend or distribution of cash, property or shares of our stock paid or distributed by us;
|
•
|
if we propose to treat the shares of a class of our common stock differently with respect to any subdivision or combination of the shares of a class of our common stock; or
|
•
|
if we propose to treat the shares of a class of our common stock differently in connection with a change in control with respect to any consideration into which the shares are converted or any consideration paid or otherwise distributed to our stockholders.
|
•
|
if we propose to amend, alter or repeal any provision of our amended and restated certificate of incorporation or our amended and restated bylaws that modifies the voting, conversion or other powers, preferences or other special rights or privileges or restrictions of the Class B common stock; or
|
•
|
if we reclassify any outstanding shares of Class A common stock into shares having rights as to dividends or liquidation that are senior to the Class B common stock or the right to more than one vote for each share thereof.
|
•
|
before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
•
|
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
•
|
any merger or consolidation involving the corporation and the interested stockholder;
|
•
|
any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
|
•
|
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
|
•
|
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
|
•
|
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.
|
•
|
the authorized number of directors may be changed only by resolution of the board of directors;
vacancies and newly created directorships on the board of directors may be filled (1) by a majority vote of the directors then serving on the board, even though less than a quorum, except as otherwise required by law or determined by the board, or (2) by the stockholders; |
•
|
stockholder action may be taken at a duly called meeting of stockholders; and
|
•
|
a special meeting of stockholders may be called by a majority of our whole board of directors, the chair of our board of directors, our chief executive officer or, prior to the date on which all shares of common stock convert into a single class, the holders of at least 10% of the total voting power of the Class A common stock and Class B common stock, voting together as a single class.
|
Vesting Schedule:
|
[___________________]
|
Issuance Schedule:
|
The shares of Common Stock to be issued in respect of the Award will be issued in accordance with the issuance schedule set forth in Section 6 of the Restricted Stock Unit Agreement.
|
ATTACHMENTS:
|
Award Agreement, 2016 Equity Incentive Plan
|
(i)
|
The revocation must be made within one week after the acceptance of the Award Agreement.
|
(ii)
|
The revocation must be in written form to be valid. It is sufficient if you return the Award Agreement to the Company or the Company’s representative with language that can be understood as your refusal to conclude or honor the Award Agreement, provided the revocation is sent within the period discussed above.
|
1.
|
I have reviewed this Annual Report on Form 10-K of MongoDB, Inc. (the “registrant”) for the fiscal year ended January 31, 2020;
|
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)) 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(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: March 27, 2020
|
By:
|
|
/s/ Dev Ittycheria
|
|
|
Name:
|
Dev Ittycheria
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of MongoDB, Inc. (the “registrant”) for the fiscal year ended January 31, 2020;
|
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)) 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(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: March 27, 2020
|
By:
|
|
/s/ Michael Gordon
|
|
|
Name:
|
Michael Gordon
|
|
|
Title:
|
Chief Operating Officer and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Date: March 27, 2020
|
By:
|
|
/s/ Dev Ittycheria
|
|
|
Name:
|
Dev Ittycheria
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: March 27, 2020
|
By:
|
|
/s/ Michael Gordon
|
|
|
Name:
|
Michael Gordon
|
|
|
Title:
|
Chief Operating Officer and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|