|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
26-1463205
|
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
|
1633 Broadway,
|
38th Floor
|
|
|
New York,
|
NY
|
|
10019
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock, par value $0.001 per share
|
|
MDB
|
|
The Nasdaq Stock Market LLC
|
|
|
(Nasdaq Global Market)
|
Large accelerated filer
|
þ
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
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Page
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||
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||
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||
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ITEM 1.
|
FINANCIAL STATEMENTS.
|
|
July 31, 2020
|
|
January 31, 2020
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
469,492
|
|
|
$
|
706,192
|
|
Short-term investments
|
505,404
|
|
|
280,326
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $4,368 and $2,515 as of July 31, 2020 and January 31, 2020, respectively
|
87,193
|
|
|
85,554
|
|
||
Deferred commissions
|
27,453
|
|
|
24,219
|
|
||
Prepaid expenses and other current assets
|
15,281
|
|
|
16,905
|
|
||
Total current assets
|
1,104,823
|
|
|
1,113,196
|
|
||
Property and equipment, net
|
62,154
|
|
|
58,316
|
|
||
Operating lease right-of-use assets
|
40,481
|
|
|
11,147
|
|
||
Goodwill
|
55,830
|
|
|
55,830
|
|
||
Acquired intangible assets, net
|
30,525
|
|
|
34,779
|
|
||
Deferred tax assets
|
744
|
|
|
615
|
|
||
Other assets
|
60,606
|
|
|
54,684
|
|
||
Total assets
|
$
|
1,355,163
|
|
|
$
|
1,328,567
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,631
|
|
|
$
|
2,849
|
|
Accrued compensation and benefits
|
43,377
|
|
|
41,427
|
|
||
Operating lease liabilities
|
4,863
|
|
|
3,750
|
|
||
Other accrued liabilities
|
24,625
|
|
|
26,860
|
|
||
Deferred revenue
|
176,165
|
|
|
167,498
|
|
||
Total current liabilities
|
252,661
|
|
|
242,384
|
|
||
Deferred tax liability, non-current
|
826
|
|
|
821
|
|
||
Operating lease liabilities, non-current
|
38,873
|
|
|
8,113
|
|
||
Deferred revenue, non-current
|
18,851
|
|
|
23,281
|
|
||
Convertible senior notes, net
|
935,292
|
|
|
911,075
|
|
||
Other liabilities, non-current
|
60,509
|
|
|
60,035
|
|
||
Total liabilities
|
1,307,012
|
|
|
1,245,709
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Class A common stock, par value of $0.001 per share; 1,000,000,000 shares authorized as of July 31, 2020 and January 31, 2020; 58,957,104 shares issued and 58,857,733 shares outstanding as of July 31, 2020; 48,512,090 shares issued and outstanding as of January 31, 2020
|
59
|
|
|
48
|
|
||
Class B common stock, par value of $0.001 per share; no shares and 100,000,000 authorized as of July 31, 2020 and January 31, 2020, respectively; no shares issued and outstanding as of July 31, 2020; 8,969,824 shares issued and 8,870,453 shares outstanding as of January 31, 2020
|
—
|
|
|
9
|
|
||
Additional paid-in capital
|
836,293
|
|
|
752,127
|
|
||
Treasury stock, 99,371 shares (repurchased at an average of $13.27 per share) as of July 31, 2020 and January 31, 2020
|
(1,319
|
)
|
|
(1,319
|
)
|
||
Accumulated other comprehensive income
|
69
|
|
|
225
|
|
||
Accumulated deficit
|
(786,951
|
)
|
|
(668,232
|
)
|
||
Total stockholders’ equity
|
48,151
|
|
|
82,858
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,355,163
|
|
|
$
|
1,328,567
|
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
132,478
|
|
|
$
|
94,156
|
|
|
$
|
257,334
|
|
|
$
|
178,150
|
|
Services
|
5,803
|
|
|
5,212
|
|
|
11,276
|
|
|
10,606
|
|
||||
Total revenue
|
138,281
|
|
|
99,368
|
|
|
268,610
|
|
|
188,756
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
33,973
|
|
|
24,373
|
|
|
64,598
|
|
|
46,968
|
|
||||
Services
|
8,331
|
|
|
5,829
|
|
|
15,383
|
|
|
11,406
|
|
||||
Total cost of revenue
|
42,304
|
|
|
30,202
|
|
|
79,981
|
|
|
58,374
|
|
||||
Gross profit
|
95,977
|
|
|
69,166
|
|
|
188,629
|
|
|
130,382
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
75,078
|
|
|
53,524
|
|
|
144,203
|
|
|
99,644
|
|
||||
Research and development
|
49,255
|
|
|
37,140
|
|
|
94,887
|
|
|
68,008
|
|
||||
General and administrative
|
21,424
|
|
|
16,174
|
|
|
41,359
|
|
|
30,979
|
|
||||
Total operating expenses
|
145,757
|
|
|
106,838
|
|
|
280,449
|
|
|
198,631
|
|
||||
Loss from operations
|
(49,780
|
)
|
|
(37,672
|
)
|
|
(91,820
|
)
|
|
(68,249
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
1,032
|
|
|
2,231
|
|
|
3,759
|
|
|
4,534
|
|
||||
Interest expense
|
(13,950
|
)
|
|
(4,940
|
)
|
|
(27,745
|
)
|
|
(9,629
|
)
|
||||
Other expense, net
|
(845
|
)
|
|
(296
|
)
|
|
(1,470
|
)
|
|
(711
|
)
|
||||
Loss before provision for (benefit from) income taxes
|
(63,543
|
)
|
|
(40,677
|
)
|
|
(117,276
|
)
|
|
(74,055
|
)
|
||||
Provision for (benefit from) income taxes
|
982
|
|
|
(3,341
|
)
|
|
1,216
|
|
|
(3,479
|
)
|
||||
Net loss
|
$
|
(64,525
|
)
|
|
$
|
(37,336
|
)
|
|
$
|
(118,492
|
)
|
|
$
|
(70,576
|
)
|
Net loss per share, basic and diluted
|
$
|
(1.10
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(2.04
|
)
|
|
$
|
(1.28
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
58,393,894
|
|
|
55,647,707
|
|
|
58,025,799
|
|
|
55,186,945
|
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss
|
$
|
(64,525
|
)
|
|
$
|
(37,336
|
)
|
|
$
|
(118,492
|
)
|
|
$
|
(70,576
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities
|
(531
|
)
|
|
21
|
|
|
317
|
|
|
79
|
|
||||
Foreign currency translation adjustment
|
(398
|
)
|
|
(250
|
)
|
|
(473
|
)
|
|
(237
|
)
|
||||
Other comprehensive loss
|
(929
|
)
|
|
(229
|
)
|
|
(156
|
)
|
|
(158
|
)
|
||||
Total comprehensive loss
|
$
|
(65,454
|
)
|
|
$
|
(37,565
|
)
|
|
$
|
(118,648
|
)
|
|
$
|
(70,734
|
)
|
|
Class A and
Class B Common Stock |
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balances as of January 31, 2020
|
57,382,543
|
|
|
$
|
57
|
|
|
$
|
752,127
|
|
|
$
|
(1,319
|
)
|
|
$
|
225
|
|
|
$
|
(668,232
|
)
|
|
$
|
82,858
|
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(227
|
)
|
|
(227
|
)
|
||||||
Stock option exercises
|
373,394
|
|
|
1
|
|
|
2,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,995
|
|
||||||
Repurchase of early exercised options
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Vesting of restricted stock units
|
241,569
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
30,567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,567
|
|
||||||
Conversion of 2024 convertible senior notes
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
848
|
|
|
—
|
|
|
848
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,967
|
)
|
|
(53,967
|
)
|
||||||
Balances as of April 30, 2020
|
57,997,435
|
|
|
58
|
|
|
785,730
|
|
|
(1,319
|
)
|
|
998
|
|
|
(722,426
|
)
|
|
63,041
|
|
||||||
Stock option exercises
|
471,269
|
|
|
1
|
|
|
4,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,051
|
|
||||||
Repurchase of early exercised options
|
(881
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||||
Vesting of restricted stock units
|
305,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
37,525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,525
|
|
||||||
Issuance of common stock under the Employee Stock Purchase Plan
|
84,482
|
|
|
—
|
|
|
8,963
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,963
|
|
||||||
Unrealized loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(531
|
)
|
|
—
|
|
|
(531
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
|
—
|
|
|
(398
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,525
|
)
|
|
(64,525
|
)
|
||||||
Balances as of July 31, 2020
|
58,857,733
|
|
|
$
|
59
|
|
|
$
|
836,293
|
|
|
$
|
(1,319
|
)
|
|
$
|
69
|
|
|
$
|
(786,951
|
)
|
|
$
|
48,151
|
|
|
Six Months Ended July 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(118,492
|
)
|
|
$
|
(70,576
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
5,722
|
|
|
6,029
|
|
||
Stock-based compensation
|
68,092
|
|
|
31,671
|
|
||
Amortization of debt discount and issuance costs
|
24,217
|
|
|
6,498
|
|
||
Amortization of finance right-of-use assets
|
1,988
|
|
|
1,988
|
|
||
Amortization of operating right-of-use assets
|
2,854
|
|
|
1,119
|
|
||
Non-cash interest on finance lease liabilities
|
—
|
|
|
1,823
|
|
||
Deferred income taxes
|
(148
|
)
|
|
(4,232
|
)
|
||
Accretion of discount on short-term investments
|
(221
|
)
|
|
(2,751
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(2,408
|
)
|
|
6,220
|
|
||
Prepaid expenses and other current assets
|
1,846
|
|
|
(125
|
)
|
||
Deferred commissions
|
(8,993
|
)
|
|
(7,046
|
)
|
||
Other long-term assets
|
(156
|
)
|
|
27
|
|
||
Accounts payable
|
(1,410
|
)
|
|
440
|
|
||
Accrued liabilities
|
3,393
|
|
|
8,285
|
|
||
Operating lease liabilities
|
(38
|
)
|
|
(1,082
|
)
|
||
Deferred revenue
|
4,956
|
|
|
12,333
|
|
||
Other liabilities, non-current
|
2,890
|
|
|
—
|
|
||
Net cash used in operating activities
|
(15,908
|
)
|
|
(9,379
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(5,296
|
)
|
|
(1,596
|
)
|
||
Acquisition, net of cash acquired
|
—
|
|
|
(38,629
|
)
|
||
Proceeds from maturities of marketable securities
|
285,000
|
|
|
280,000
|
|
||
Purchases of marketable securities
|
(510,006
|
)
|
|
(209,025
|
)
|
||
Net cash provided by (used in) investing activities
|
(230,302
|
)
|
|
30,750
|
|
||
Cash flows from financing activities
|
|
|
|
||||
Payments of issuance costs for convertible senior notes
|
(4,154
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options, including early exercised stock options
|
7,051
|
|
|
11,350
|
|
||
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan
|
8,963
|
|
|
6,394
|
|
||
Repurchase of early exercised stock options
|
(11
|
)
|
|
(31
|
)
|
||
Principal repayments of finance leases
|
(2,284
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
9,565
|
|
|
17,713
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(47
|
)
|
|
(233
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(236,692
|
)
|
|
38,851
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
706,706
|
|
|
148,347
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
470,014
|
|
|
$
|
187,198
|
|
Supplemental cash flow disclosure
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income taxes, net of refunds
|
$
|
658
|
|
|
$
|
1,523
|
|
Interest expense
|
$
|
3,535
|
|
|
$
|
1,125
|
|
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets, end of period, to the amounts shown in the statements of cash flows above
|
|
|
|
||||
Cash and cash equivalents
|
$
|
469,492
|
|
|
$
|
186,684
|
|
Restricted cash, non-current
|
522
|
|
|
514
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
470,014
|
|
|
$
|
187,198
|
|
1.
|
Organization and Description of Business
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Fair Value Measurements
|
|
Fair Value Measurement at July 31, 2020
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
392,950
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
392,950
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. government treasury securities
|
505,404
|
|
|
—
|
|
|
—
|
|
|
505,404
|
|
||||
Total financial assets
|
$
|
898,354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
898,354
|
|
|
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
|
|
4.
|
Goodwill and Acquired Intangible Assets, Net
|
|
July 31, 2020
|
||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||
Developed technology
|
$
|
34,700
|
|
|
$
|
(14,225
|
)
|
|
$
|
20,475
|
|
Domain name
|
155
|
|
|
(155
|
)
|
|
—
|
|
|||
Customer relationships
|
15,200
|
|
|
(5,150
|
)
|
|
10,050
|
|
|||
Total
|
$
|
50,055
|
|
|
$
|
(19,530
|
)
|
|
$
|
30,525
|
|
|
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
|
|
Years Ending January 31,
|
|
||
Remainder of 2021
|
$
|
4,250
|
|
2022
|
8,500
|
|
|
2023
|
8,500
|
|
|
2024
|
7,825
|
|
|
2025
|
1,450
|
|
|
2026
|
—
|
|
|
Total
|
$
|
30,525
|
|
5.
|
Convertible Senior Notes
|
|
July 31, 2020
|
||||||
|
2024 Notes
|
|
2026 Notes
|
||||
Principal
|
$
|
90,001
|
|
|
$
|
1,150,000
|
|
Unamortized debt discount
|
(17,478
|
)
|
|
(271,701
|
)
|
||
Unamortized debt issuance costs
|
(1,408
|
)
|
|
(14,122
|
)
|
||
Net carrying amount
|
$
|
71,115
|
|
|
$
|
864,177
|
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||||||||||
|
2024 Notes
|
|
2026 Notes
|
|
2024 Notes
|
|
2026 Notes
|
|
2024 Notes
|
|
2026 Notes
|
|
2024 Notes
|
|
2026 Notes
|
||||||||||||||||
Contractual interest expense
|
$
|
169
|
|
|
$
|
719
|
|
|
$
|
563
|
|
|
$
|
—
|
|
|
$
|
338
|
|
|
$
|
1,438
|
|
|
$
|
1,126
|
|
|
$
|
—
|
|
Amortization of debt discount
|
986
|
|
|
10,685
|
|
|
3,082
|
|
|
—
|
|
|
1,956
|
|
|
21,231
|
|
|
6,115
|
|
|
—
|
|
||||||||
Amortization of issuance costs
|
68
|
|
|
455
|
|
|
195
|
|
|
—
|
|
|
133
|
|
|
897
|
|
|
383
|
|
|
—
|
|
||||||||
Total
|
$
|
1,223
|
|
|
$
|
11,859
|
|
|
$
|
3,840
|
|
|
$
|
—
|
|
|
$
|
2,427
|
|
|
$
|
23,566
|
|
|
$
|
7,624
|
|
|
$
|
—
|
|
6.
|
Leases
|
•
|
February 1, 2020 was the lease commencement date for the Company’s agreement, signed in December 2019, to lease approximately 40,000 square feet of office space in Dublin, Ireland for a term of 12 years with two five-year renewal options. This agreement was determined to be an operating lease with total estimated aggregate base rent payments, excluding the renewal options, of approximately $27.0 million, based on the exchange rates as of February 1, 2020.
|
•
|
July 1, 2020 was the lease commencement date for the Company’s agreement, signed in October 2019, to lease an additional 21,000 square feet of office space in New York City for a term of 64 months with no renewal period. The total aggregate base rent payments for this operating lease are $8.4 million with payments beginning 4 months subsequent to the commencement date.
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Finance lease cost:
|
|
|
|
|
|
|
|
||||||||
Amortization of right-of-use assets
|
$
|
994
|
|
|
$
|
994
|
|
|
$
|
1,988
|
|
|
$
|
1,988
|
|
Interest on lease liabilities
|
868
|
|
|
918
|
|
|
1,752
|
|
|
1,823
|
|
||||
Operating lease cost
|
2,031
|
|
|
1,386
|
|
|
3,854
|
|
|
2,353
|
|
||||
Short-term lease cost
|
740
|
|
|
308
|
|
|
1,533
|
|
|
703
|
|
||||
Total lease cost
|
$
|
4,633
|
|
|
$
|
3,606
|
|
|
$
|
9,127
|
|
|
$
|
6,867
|
|
|
July 31, 2020
|
|
January 31, 2020
|
||||
Finance Lease:
|
|
|
|
||||
Property and equipment, net
|
$
|
37,424
|
|
|
$
|
39,411
|
|
Other accrued liabilities
|
4,765
|
|
|
4,633
|
|
||
Other liabilities, non-current
|
56,841
|
|
|
59,257
|
|
||
Operating Leases:
|
|
|
|
||||
Operating lease right-of-use assets
|
$
|
40,481
|
|
|
$
|
11,147
|
|
Operating lease liabilities (current)
|
4,863
|
|
|
3,750
|
|
||
Operating lease liabilities, non-current
|
38,873
|
|
|
8,113
|
|
|
Six Months Ended July 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from finance lease
|
$
|
1,752
|
|
|
$
|
—
|
|
Operating cash flows from operating leases
|
2,696
|
|
|
2,083
|
|
||
Financing cash flows from finance lease
|
2,284
|
|
|
—
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
||||
Finance lease
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
31,890
|
|
|
2,567
|
|
||
Weighted-average remaining lease term (in years):
|
|
|
|
||||
Finance lease
|
9.4
|
|
|
10.4
|
|
||
Operating leases
|
8.1
|
|
|
4.7
|
|
||
Weighted-average discount rate:
|
|
|
|
||||
Finance lease
|
5.6
|
%
|
|
5.6
|
%
|
||
Operating leases
|
4.7
|
%
|
|
6.1
|
%
|
Year Ending January 31,
|
Finance Lease
|
|
Operating Leases
|
||||
Remainder of 2021
|
$
|
4,037
|
|
|
$
|
3,184
|
|
2022
|
8,073
|
|
|
7,888
|
|
||
2023
|
8,073
|
|
|
7,765
|
|
||
2024
|
8,073
|
|
|
6,714
|
|
||
2025
|
8,445
|
|
|
6,324
|
|
||
Thereafter
|
42,829
|
|
|
21,402
|
|
||
Total minimum payments
|
79,530
|
|
|
53,277
|
|
||
Less imputed interest
|
(17,924
|
)
|
|
(9,541
|
)
|
||
Present value of future minimum lease payments
|
61,606
|
|
|
43,736
|
|
||
Less current obligations under leases
|
(4,765
|
)
|
|
(4,863
|
)
|
||
Non-current lease obligations
|
$
|
56,841
|
|
|
$
|
38,873
|
|
7.
|
Commitments and Contingencies
|
8.
|
Revenue Recognition
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Primary geographical markets:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
87,043
|
|
|
$
|
64,967
|
|
|
$
|
168,581
|
|
|
$
|
122,730
|
|
EMEA
|
40,201
|
|
|
27,810
|
|
|
79,210
|
|
|
53,231
|
|
||||
Asia Pacific
|
11,037
|
|
|
6,591
|
|
|
20,819
|
|
|
12,795
|
|
||||
Total
|
$
|
138,281
|
|
|
$
|
99,368
|
|
|
$
|
268,610
|
|
|
$
|
188,756
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription product categories and services:
|
|
|
|
|
|
|
|
||||||||
MongoDB Atlas-related
|
$
|
61,074
|
|
|
$
|
36,787
|
|
|
$
|
115,244
|
|
|
$
|
67,650
|
|
Other subscription
|
71,404
|
|
|
57,369
|
|
|
142,090
|
|
|
110,500
|
|
||||
Services
|
5,803
|
|
|
5,212
|
|
|
11,276
|
|
|
10,606
|
|
||||
Total
|
$
|
138,281
|
|
|
$
|
99,368
|
|
|
$
|
268,610
|
|
|
$
|
188,756
|
|
|
Allowance for Doubtful Accounts
|
||
Balance at January 31, 2020
|
$
|
2,515
|
|
Adoption of new accounting standard
|
50
|
|
|
Provision
|
2,635
|
|
|
Recoveries/write-offs
|
(832
|
)
|
|
Balance at July 31, 2020
|
$
|
4,368
|
|
9.
|
Equity Incentive Plans and Employee Stock Purchase Plan
|
|
Shares
|
|
Weighted-
Average Exercise Price Per Share |
|
Weighted-
Average Remaining Contractual Term (In Years) |
|
Aggregate
Intrinsic Value |
|||||
Balance - January 31, 2020
|
6,178,999
|
|
|
$
|
7.60
|
|
|
5.7
|
|
$
|
965,860
|
|
Stock options exercised
|
(844,663
|
)
|
|
8.40
|
|
|
|
|
|
|||
Stock options forfeited and expired
|
(72,029
|
)
|
|
8.43
|
|
|
|
|
|
|||
Balance - July 31, 2020
|
5,262,307
|
|
|
$
|
7.46
|
|
|
4.8
|
|
$
|
1,166,252
|
|
Vested and exercisable - January 31, 2020
|
4,693,273
|
|
|
$
|
7.08
|
|
|
5.4
|
|
$
|
736,034
|
|
Vested and exercisable - July 31, 2020
|
4,442,122
|
|
|
$
|
7.04
|
|
|
4.5
|
|
$
|
986,312
|
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value per RSU
|
|||
Unvested - January 31, 2020
|
3,281,431
|
|
|
$
|
102.30
|
|
RSUs granted
|
1,336,320
|
|
|
161.12
|
|
|
RSUs vested
|
(546,997
|
)
|
|
95.02
|
|
|
RSUs forfeited and canceled
|
(269,637
|
)
|
|
107.51
|
|
|
Unvested - July 31, 2020
|
3,801,117
|
|
|
$
|
123.66
|
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Cost of revenue—subscription
|
$
|
2,235
|
|
|
$
|
1,214
|
|
|
$
|
4,062
|
|
|
$
|
2,202
|
|
Cost of revenue—services
|
1,483
|
|
|
721
|
|
|
2,629
|
|
|
1,314
|
|
||||
Sales and marketing
|
13,235
|
|
|
5,944
|
|
|
24,058
|
|
|
10,884
|
|
||||
Research and development
|
14,214
|
|
|
6,114
|
|
|
25,973
|
|
|
10,634
|
|
||||
General and administrative
|
6,358
|
|
|
3,669
|
|
|
11,370
|
|
|
6,637
|
|
||||
Total stock-based compensation expense
|
$
|
37,525
|
|
|
$
|
17,662
|
|
|
$
|
68,092
|
|
|
$
|
31,671
|
|
10.
|
Net Loss Per Share
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(64,525
|
)
|
|
$
|
(37,336
|
)
|
|
$
|
(118,492
|
)
|
|
$
|
(70,576
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares used to compute net loss per share, basic and diluted
|
58,393,894
|
|
|
55,647,707
|
|
|
58,025,799
|
|
|
55,186,945
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share, basic and diluted
|
$
|
(1.10
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(2.04
|
)
|
|
$
|
(1.28
|
)
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Stock options pursuant to the 2016 Equity Incentive Plan
|
1,421,627
|
|
|
2,212,684
|
|
|
1,534,260
|
|
|
2,342,061
|
|
Stock options pursuant to the 2008 Stock Incentive Plan (previously options to purchase Class B common stock)
|
4,097,316
|
|
|
5,185,198
|
|
|
4,212,209
|
|
|
5,442,820
|
|
Unvested restricted stock units
|
4,038,134
|
|
|
2,926,998
|
|
|
3,952,552
|
|
|
2,744,235
|
|
Early exercised stock options
|
6,346
|
|
|
31,583
|
|
|
8,231
|
|
|
39,480
|
|
Shares underlying the conversion spread in the convertible senior notes
|
889,896
|
|
|
2,409,899
|
|
|
798,754
|
|
|
2,177,490
|
|
11.
|
Income Taxes
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
132,478
|
|
|
$
|
94,156
|
|
|
$
|
257,334
|
|
|
$
|
178,150
|
|
Services
|
5,803
|
|
|
5,212
|
|
|
11,276
|
|
|
10,606
|
|
||||
Total revenue
|
138,281
|
|
|
99,368
|
|
|
268,610
|
|
|
188,756
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription(1)
|
33,973
|
|
|
24,373
|
|
|
64,598
|
|
|
46,968
|
|
||||
Services(1)
|
8,331
|
|
|
5,829
|
|
|
15,383
|
|
|
11,406
|
|
||||
Total cost of revenue
|
42,304
|
|
|
30,202
|
|
|
79,981
|
|
|
58,374
|
|
||||
Gross profit
|
95,977
|
|
|
69,166
|
|
|
188,629
|
|
|
130,382
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing(1)
|
75,078
|
|
|
53,524
|
|
|
144,203
|
|
|
99,644
|
|
||||
Research and development(1)
|
49,255
|
|
|
37,140
|
|
|
94,887
|
|
|
68,008
|
|
||||
General and administrative(1)
|
21,424
|
|
|
16,174
|
|
|
41,359
|
|
|
30,979
|
|
||||
Total operating expenses
|
145,757
|
|
|
106,838
|
|
|
280,449
|
|
|
198,631
|
|
||||
Loss from operations
|
(49,780
|
)
|
|
(37,672
|
)
|
|
(91,820
|
)
|
|
(68,249
|
)
|
||||
Other expense, net
|
(13,763
|
)
|
|
(3,005
|
)
|
|
(25,456
|
)
|
|
(5,806
|
)
|
||||
Loss before provision for (benefit from) income taxes
|
(63,543
|
)
|
|
(40,677
|
)
|
|
(117,276
|
)
|
|
(74,055
|
)
|
||||
Provision for (benefit from) income taxes
|
982
|
|
|
(3,341
|
)
|
|
1,216
|
|
|
(3,479
|
)
|
||||
Net loss
|
$
|
(64,525
|
)
|
|
$
|
(37,336
|
)
|
|
$
|
(118,492
|
)
|
|
$
|
(70,576
|
)
|
|
(1)
|
Includes stock‑based compensation expense as follows (unaudited, in thousands):
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Cost of revenue—subscription
|
$
|
2,235
|
|
|
$
|
1,214
|
|
|
$
|
4,062
|
|
|
$
|
2,202
|
|
Cost of revenue—services
|
1,483
|
|
|
721
|
|
|
2,629
|
|
|
1,314
|
|
||||
Sales and marketing
|
13,235
|
|
|
5,944
|
|
|
24,058
|
|
|
10,884
|
|
||||
Research and development
|
14,214
|
|
|
6,114
|
|
|
25,973
|
|
|
10,634
|
|
||||
General and administrative
|
6,358
|
|
|
3,669
|
|
|
11,370
|
|
|
6,637
|
|
||||
Total stock‑based compensation expense
|
$
|
37,525
|
|
|
$
|
17,662
|
|
|
$
|
68,092
|
|
|
$
|
31,671
|
|
|
Three Months Ended July 31,
|
|
Six Months Ended July 31,
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Percentage of Revenue Data:
|
|
|
|
|
|
|
|
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Subscription
|
96
|
%
|
|
95
|
%
|
|
96
|
%
|
|
94
|
%
|
Services
|
4
|
%
|
|
5
|
%
|
|
4
|
%
|
|
6
|
%
|
Total revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
||||
Subscription
|
25
|
%
|
|
24
|
%
|
|
24
|
%
|
|
25
|
%
|
Services
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
Total cost of revenue
|
31
|
%
|
|
30
|
%
|
|
30
|
%
|
|
31
|
%
|
Gross profit
|
69
|
%
|
|
70
|
%
|
|
70
|
%
|
|
69
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
54
|
%
|
|
54
|
%
|
|
54
|
%
|
|
53
|
%
|
Research and development
|
36
|
%
|
|
38
|
%
|
|
35
|
%
|
|
36
|
%
|
General and administrative
|
15
|
%
|
|
16
|
%
|
|
15
|
%
|
|
16
|
%
|
Total operating expenses
|
105
|
%
|
|
108
|
%
|
|
104
|
%
|
|
105
|
%
|
Loss from operations
|
(36
|
)%
|
|
(38
|
)%
|
|
(34
|
)%
|
|
(36
|
)%
|
Other expense, net
|
(10
|
)%
|
|
(3
|
)%
|
|
(10
|
)%
|
|
(3
|
)%
|
Loss before provision for (benefit from) income taxes
|
(46
|
)%
|
|
(41
|
)%
|
|
(44
|
)%
|
|
(39
|
)%
|
Provision for (benefit from) income taxes
|
1
|
%
|
|
(3
|
)%
|
|
—
|
%
|
|
(2
|
)%
|
Net loss
|
(47
|
)%
|
|
(38
|
)%
|
|
(44
|
)%
|
|
(37
|
)%
|
|
Three Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Subscription
|
$
|
132,478
|
|
|
$
|
94,156
|
|
|
$
|
38,322
|
|
|
41
|
%
|
Services
|
5,803
|
|
|
5,212
|
|
|
591
|
|
|
11
|
%
|
|||
Total revenue
|
$
|
138,281
|
|
|
$
|
99,368
|
|
|
$
|
38,913
|
|
|
39
|
%
|
|
Three Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Sales and marketing
|
$
|
75,078
|
|
|
$
|
53,524
|
|
|
$
|
21,554
|
|
|
40
|
%
|
|
Three Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Research and development
|
$
|
49,255
|
|
|
$
|
37,140
|
|
|
$
|
12,115
|
|
|
33
|
%
|
|
Three Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
General and administrative
|
$
|
21,424
|
|
|
$
|
16,174
|
|
|
$
|
5,250
|
|
|
32
|
%
|
|
Three Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Other expense, net
|
$
|
(13,763
|
)
|
|
$
|
(3,005
|
)
|
|
$
|
(10,758
|
)
|
|
358
|
%
|
|
Three Months Ended July 31,
|
|
Change
|
||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
||||||
Provision for (benefit from) income taxes
|
$
|
982
|
|
|
$
|
(3,341
|
)
|
|
$
|
4,323
|
|
|
nm
|
|
Six Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Subscription
|
$
|
257,334
|
|
|
$
|
178,150
|
|
|
$
|
79,184
|
|
|
44
|
%
|
Services
|
11,276
|
|
|
10,606
|
|
|
670
|
|
|
6
|
%
|
|||
Total revenue
|
$
|
268,610
|
|
|
$
|
188,756
|
|
|
$
|
79,854
|
|
|
42
|
%
|
|
Six Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Sales and marketing
|
$
|
144,203
|
|
|
$
|
99,644
|
|
|
$
|
44,559
|
|
|
45
|
%
|
|
Six Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Research and development
|
$
|
94,887
|
|
|
$
|
68,008
|
|
|
$
|
26,879
|
|
|
40
|
%
|
|
Six Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
General and administrative
|
$
|
41,359
|
|
|
$
|
30,979
|
|
|
$
|
10,380
|
|
|
34
|
%
|
|
Six Months Ended July 31,
|
|
Change
|
|||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Other expense, net
|
$
|
(25,456
|
)
|
|
$
|
(5,806
|
)
|
|
$
|
(19,650
|
)
|
|
338
|
%
|
|
Six Months Ended July 31,
|
|
Change
|
||||||||||
(unaudited, in thousands)
|
2020
|
|
2019
|
|
$
|
|
%
|
||||||
Provision for (benefit from) income taxes
|
$
|
1,216
|
|
|
$
|
(3,479
|
)
|
|
$
|
4,695
|
|
|
nm
|
|
Six Months Ended July 31,
|
||||||
|
2020
|
|
2019
|
||||
Net cash used in operating activities
|
$
|
(15,908
|
)
|
|
$
|
(9,379
|
)
|
Net cash provided by (used in) investing activities
|
(230,302
|
)
|
|
30,750
|
|
||
Net cash provided by financing activities
|
9,565
|
|
|
17,713
|
|
|
Six Months Ended July 31,
|
||||||
|
2020
|
|
2019
|
||||
Net cash used in operating activities
|
$
|
(15,908
|
)
|
|
$
|
(9,379
|
)
|
Capital expenditures
|
(5,296
|
)
|
|
(1,596
|
)
|
||
Principal repayments of finance leases
|
(2,284
|
)
|
|
—
|
|
||
Capitalized software
|
—
|
|
|
—
|
|
||
Free cash flow
|
$
|
(23,488
|
)
|
|
$
|
(10,975
|
)
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 4.
|
CONTROLS AND PROCEDURES.
|
•
|
changes in actual and anticipated growth rates of our revenue, customers and other key operating metrics;
|
•
|
new product announcements, pricing changes and other actions by competitors;
|
•
|
the mix of revenue and associated costs attributable to subscriptions for our MongoDB Enterprise Advanced and MongoDB Atlas offerings (such as our non-cancelable multi-year cloud infrastructure capacity commitments, which require us to pay for such capacity irrespective of actual usage) and professional services, as such relative mix may impact our gross margins and operating income;
|
•
|
the mix of revenue and associated costs attributable to sales where subscriptions are bundled with services versus sold on a standalone basis and sales by us and our partners;
|
•
|
our ability to attract new customers;
|
•
|
our ability to effectively expand our sales and marketing capabilities and teams;
|
•
|
our ability to retain customers and expand their usage of our software, particularly for our largest customers;
|
•
|
shelter-in-place or similar orders, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease, including the ongoing COVID-19 pandemic;
|
•
|
our inability to enforce the AGPL or SSPL;
|
•
|
delays in closing sales, including the timing of renewals, which may result in revenue being pushed into the next quarter, particularly because a large portion of our sales occur toward the end of each quarter;
|
•
|
the timing of revenue recognition;
|
•
|
the mix of revenue attributable to larger transactions as opposed to smaller transactions;
|
•
|
changes in customers’ budgets and in the timing of their budgeting cycles and purchasing decisions;
|
•
|
customers and potential customers opting for alternative products, including developing their own in-house solutions, or opting to use only the free version of our products;
|
•
|
fluctuations in currency exchange rates;
|
•
|
our ability to control costs, including our operating expenses;
|
•
|
the timing and success of new products, features and services offered by us and our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;
|
•
|
significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our software;
|
•
|
our failure to maintain the level of service uptime and performance required by our customers;
|
•
|
the collectability of receivables from customers and resellers, which may be hindered or delayed if these customers or resellers experience financial distress;
|
•
|
general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate, including those conditions related to the ongoing COVID-19 pandemic;
|
•
|
sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;
|
•
|
the impact of new accounting pronouncements; and
|
•
|
fluctuations in stock-based compensation expense.
|
•
|
changes in a specific country’s or region’s political or economic conditions;
|
•
|
the need to adapt and localize our products for specific countries;
|
•
|
greater difficulty collecting accounts receivable and longer payment cycles;
|
•
|
unexpected changes in laws, regulatory requirements, taxes or trade laws;
|
•
|
shelter-in-place or similar orders, private travel limitation, or business disruption in regions affecting our operations, stemming from actual, imminent or perceived outbreak of contagious disease, including the ongoing COVID-19 pandemic;
|
•
|
more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in EMEA;
|
•
|
differing labor regulations, especially in EMEA, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;
|
•
|
challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;
|
•
|
difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory systems;
|
•
|
increased costs associated with international operations, including travel, real estate, infrastructure and legal compliance costs;
|
•
|
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;
|
•
|
the effect of other economic factors, including inflation, pricing and currency devaluation;
|
•
|
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
|
•
|
laws and business practices favoring local competitors or general preferences for local vendors;
|
•
|
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;
|
•
|
limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;
|
•
|
political instability, social unrest, terrorist activities, natural disasters or regional or global outbreaks of contagious diseases, such as the ongoing COVID-19 pandemic;
|
•
|
exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act and similar laws and regulations in other jurisdictions; and
|
•
|
adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
|
•
|
an acquisition may negatively affect our results of operations because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by stockholders and third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
|
•
|
we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;
|
•
|
we may not be able to realize anticipated synergies;
|
•
|
an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
|
•
|
an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company and we may experience increased customer churn with respect to the company acquired;
|
•
|
we may encounter challenges integrating the employees of the acquired company into our company culture;
|
•
|
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;
|
•
|
we may be unable to successfully sell any acquired products or increase adoption or usage of acquired products, or increase spend by acquired customers;
|
•
|
our use of cash to pay for acquisitions would limit other potential uses for our cash;
|
•
|
if we incur debt to fund any acquisitions, such debt may subject us to material restrictions on our ability to conduct our business, including financial maintenance covenants; and
|
•
|
if we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.
|
•
|
announcements of new products or technologies, commercial relationships, acquisitions or other events by us or our competitors;
|
•
|
changes in how customers perceive the benefits of our product and future product offerings and releases;
|
•
|
departures of key personnel;
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
fluctuations in the trading volume of our shares or the size of our public float;
|
•
|
sales of large blocks of our Class A common stock;
|
•
|
actual or anticipated changes or fluctuations in our results of operations;
|
•
|
whether our results of operations meet the expectations of securities analysts or investors;
|
•
|
changes in actual or future expectations of investors or securities analysts;
|
•
|
significant data breach involving our software;
|
•
|
litigation involving us, our industry, or both;
|
•
|
regulatory developments in the United States, foreign countries or both;
|
•
|
general economic conditions and trends;
|
•
|
major catastrophic events in our domestic and foreign markets; and
|
•
|
“flash crashes,” “freeze flashes” or other glitches that disrupt trading on the securities exchange on which we are listed.
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a breach of fiduciary duty;
|
•
|
any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; and
|
•
|
any action asserting a claim against us that is governed by the internal-affairs doctrine.
|
•
|
a classified Board of Directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board of Directors;
|
•
|
the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
the exclusive right of our Board of Directors to elect a director to fill a vacancy created by the expansion of our Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by our Board of Directors, the chairperson of our Board of Directors or our chief executive officer, which limitations could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
the requirement for the affirmative vote of holders of a majority of the voting power of all of the then outstanding shares of the voting stock to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business (including our classified board structure) or certain provisions of our amended and restated bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
|
•
|
the ability of our Board of Directors to amend our bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt; and
|
•
|
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.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
(a)
|
Recent Sales of Unregistered Equity Securities
|
(b)
|
Use of Proceeds
|
(c)
|
Issuer Purchases of Equity Securities
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
ITEM 5.
|
OTHER INFORMATION.
|
ITEM 6.
|
EXHIBITS.
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
|||
Exhibit
Number |
|
Description
|
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
8-K
|
001-38240
|
3.1
|
10/25/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1.1
|
|
|
8-K
|
001-38240
|
3.1
|
6/16/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
S-1
|
333-220557
|
3.4
|
9/21/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1#
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
|
|
|
|
|
|
|
|
*
|
|
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.
|
|
|
|
#
|
|
Indicates management contract or compensatory plan.
|
|
MONGODB, INC.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Date: September 3, 2020
|
By:
|
|
/s/ Dev Ittycheria
|
|
|
Name:
|
Dev Ittycheria
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael Gordon
|
|
|
Name:
|
Michael Gordon
|
|
|
Title:
|
Chief Operating Officer and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
•
|
Your passing a criminal background check and verification of your identity and authorization to be employed in the United States. Please note that by signing this agreement you grant approval to initiate this background check.
|
•
|
You will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire.
|
•
|
Your returning a signed copy of this offer letter before your first day.
|
•
|
Your acknowledgement of and agreement to all of the Company’s policies in effect during your employment with Company, including, but not limited to, the policies found in the MongoDB Employee Handbook and the Company’s standard Employee Invention Assignment, Confidentiality and Arbitration Agreement.
|
•
|
Your representation to Company that you are not under any form of non-compete agreement with a third party that would prohibit you from working at Company, and agree to abide by any and all non-solicitation and non-disclosure obligations that you are legally bound to. (At the request of Company, you shall provide any non-compete, non-solicitation and/or disclosure agreements you have previously entered into with a third party.)
|
Sincerely,
MongoDB, Inc.
|
|
|
|
|
|
/s/ Andrew Stephens
|
|
June 27, 2020
|
Name: Andrew Stephens
Title: General Counsel
|
|
Date
|
|
|
|
/s/ Mark Porter
|
|
June 27, 2020
|
Mark Porter
|
|
Date
|
|
|
Sincerely,
|
||
|
|
|
||
|
|
MongoDB, Inc.
|
||
|
|
|
||
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
[Name and title of person signing on behalf of the Company]
|
|
|
|
|
||
|
|
|
||
READ, UNDERSTOOD AND AGREED
|
|
|
||
|
|
|
||
|
|
|
||
|
|
Date:
|
|
|
Mark Porter
|
|
|
||
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of MongoDB, Inc. (the “registrant”) for the fiscal quarter ended July 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)) 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: September 3, 2020
|
By:
|
|
/s/ Dev Ittycheria
|
|
|
Name:
|
Dev Ittycheria
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of MongoDB, Inc. (the “registrant”) for the fiscal quarter ended July 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)) 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: September 3, 2020
|
By:
|
|
/s/ Michael Gordon
|
|
|
Name:
|
Michael Gordon
|
|
|
Title:
|
Chief Operating Officer and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Date: September 3, 2020
|
By:
|
|
/s/ Dev Ittycheria
|
|
|
Name:
|
Dev Ittycheria
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: September 3, 2020
|
By:
|
|
/s/ Michael Gordon
|
|
|
Name:
|
Michael Gordon
|
|
|
Title:
|
Chief Operating Officer and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|