ý
|
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
|
|
26-2017431
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|||
Non-accelerated filer
|
|
☐
(Do not check if a small reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
|
Page
|
|
|
||
|
|
|
Item 1.
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
•
|
our future financial performance, including our revenue, cost of revenue, gross profit, gross margin, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain GAAP (as defined below) and non-GAAP profitability;
|
•
|
use of non-GAAP financial measures;
|
•
|
the sufficiency of our cash and cash equivalents to meet our working capital, capital expenditure, and liquidity needs;
|
•
|
our ability to attract and retain customers to use our products, to optimize the pricing for our products, to expand our sales to our customers, and to convince our existing customers to renew subscriptions;
|
•
|
the evolution of technologies affecting our products and markets;
|
•
|
our ability to innovate and provide a superior user experience and our intentions and strategy with respect thereto;
|
•
|
our ability to successfully penetrate enterprise markets;
|
•
|
our ability to successfully expand in our existing markets and into new markets, including international markets;
|
•
|
the attraction and retention of key personnel;
|
•
|
our ability to effectively manage our growth and future expenses;
|
•
|
our ability to maintain, protect, and enhance our intellectual property;
|
•
|
worldwide economic conditions and their impact on spending; and
|
•
|
our ability to comply with modified or new laws and regulations applying to our business, including privacy and data security regulations.
|
|
December 31,
|
|
March 31,
|
||||
|
2017
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
125,237
|
|
|
$
|
88,305
|
|
Short-term investments
|
107,799
|
|
|
118,101
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,075 and $1,117, respectively
|
52,676
|
|
|
62,032
|
|
||
Prepaid expenses and other current assets
|
9,431
|
|
|
8,169
|
|
||
Total current assets
|
295,143
|
|
|
276,607
|
|
||
Property and equipment, net
|
52,572
|
|
|
50,728
|
|
||
Restricted cash
|
8,202
|
|
|
8,115
|
|
||
Goodwill
|
11,828
|
|
|
11,828
|
|
||
Intangible assets, net
|
1,508
|
|
|
2,499
|
|
||
Other assets
|
5,740
|
|
|
2,492
|
|
||
Total assets
|
$
|
374,993
|
|
|
$
|
352,269
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,737
|
|
|
$
|
6,522
|
|
Accrued compensation and benefits
|
18,092
|
|
|
15,935
|
|
||
Other current liabilities
|
6,904
|
|
|
7,607
|
|
||
Deferred revenue
|
134,889
|
|
|
125,269
|
|
||
Total current liabilities
|
163,622
|
|
|
155,333
|
|
||
Deferred rent, non-current
|
8,159
|
|
|
8,272
|
|
||
Deferred revenue, non-current
|
453
|
|
|
1,135
|
|
||
Other liabilities, non-current
|
709
|
|
|
685
|
|
||
Total liabilities
|
172,943
|
|
|
165,425
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value; 100,000 shares authorized at December 31, 2017 and March 31, 2017; 55,657 shares and 53,539 shares issued at December 31, 2017 and March 31, 2017, respectively; and 55,397 shares and 53,279 shares outstanding at December 31, 2017 and March 31, 2017, respectively
|
56
|
|
|
53
|
|
||
Treasury stock - at cost (260 shares)
|
(263
|
)
|
|
(263
|
)
|
||
Additional paid-in capital
|
501,004
|
|
|
447,314
|
|
||
Accumulated other comprehensive loss
|
(229
|
)
|
|
(96
|
)
|
||
Accumulated deficit
|
(298,518
|
)
|
|
(260,164
|
)
|
||
Total stockholders’ equity
|
202,050
|
|
|
186,844
|
|
||
Total liabilities and stockholders’ equity
|
$
|
374,993
|
|
|
$
|
352,269
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue
|
$
|
91,827
|
|
|
$
|
68,096
|
|
|
$
|
256,610
|
|
|
$
|
190,143
|
|
Cost of revenue
|
15,671
|
|
|
12,627
|
|
|
46,342
|
|
|
36,060
|
|
||||
Gross profit
|
76,156
|
|
|
55,469
|
|
|
210,268
|
|
|
154,083
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
18,154
|
|
|
14,377
|
|
|
54,686
|
|
|
45,087
|
|
||||
Sales and marketing
|
51,393
|
|
|
43,458
|
|
|
152,015
|
|
|
122,626
|
|
||||
General and administrative
|
14,596
|
|
|
11,578
|
|
|
42,843
|
|
|
32,647
|
|
||||
Total operating expenses
|
84,143
|
|
|
69,413
|
|
|
249,544
|
|
|
200,360
|
|
||||
Loss from operations
|
(7,987
|
)
|
|
(13,944
|
)
|
|
(39,276
|
)
|
|
(46,277
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
534
|
|
|
325
|
|
|
1,503
|
|
|
796
|
|
||||
Interest expense
|
(21
|
)
|
|
(21
|
)
|
|
(64
|
)
|
|
(63
|
)
|
||||
Other income (expense), net
|
(45
|
)
|
|
(280
|
)
|
|
117
|
|
|
(517
|
)
|
||||
Loss before income taxes
|
(7,519
|
)
|
|
(13,920
|
)
|
|
(37,720
|
)
|
|
(46,061
|
)
|
||||
Income tax provision (benefit)
|
210
|
|
|
(37
|
)
|
|
634
|
|
|
23
|
|
||||
Net loss
|
$
|
(7,729
|
)
|
|
$
|
(13,883
|
)
|
|
$
|
(38,354
|
)
|
|
$
|
(46,084
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(0.90
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
55,196
|
|
|
52,328
|
|
|
54,534
|
|
|
51,297
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
$
|
(7,729
|
)
|
|
$
|
(13,883
|
)
|
|
$
|
(38,354
|
)
|
|
$
|
(46,084
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on available-for-sale securities, net of tax
|
(135
|
)
|
|
(86
|
)
|
|
(133
|
)
|
|
(87
|
)
|
||||
Comprehensive loss
|
$
|
(7,864
|
)
|
|
$
|
(13,969
|
)
|
|
$
|
(38,487
|
)
|
|
$
|
(46,171
|
)
|
|
Nine Months Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss:
|
$
|
(38,354
|
)
|
|
$
|
(46,084
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
17,306
|
|
|
13,356
|
|
||
Stock-based compensation expense
|
29,778
|
|
|
23,719
|
|
||
Other
|
498
|
|
|
822
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
9,223
|
|
|
(6,478
|
)
|
||
Prepaid expenses and other assets
|
(4,438
|
)
|
|
(1,651
|
)
|
||
Accounts payable
|
(829
|
)
|
|
1,125
|
|
||
Accrued compensation and benefits and other liabilities
|
2,475
|
|
|
3,307
|
|
||
Deferred revenue
|
8,938
|
|
|
18,169
|
|
||
Deferred rent
|
(504
|
)
|
|
3,052
|
|
||
Net cash provided by operating activities
|
24,093
|
|
|
9,337
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(17,577
|
)
|
|
(16,601
|
)
|
||
Increase in restricted cash
|
(87
|
)
|
|
—
|
|
||
Purchases of short-term investments
|
(78,074
|
)
|
|
(116,285
|
)
|
||
Proceeds from sale and maturity of short-term investments
|
88,232
|
|
|
126,113
|
|
||
Capitalized software development costs
|
(3,054
|
)
|
|
(3,075
|
)
|
||
Net cash used in investing activities
|
(10,560
|
)
|
|
(9,848
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from employee stock purchase plan
|
3,029
|
|
|
2,504
|
|
||
Proceeds from exercise of employee stock options
|
20,370
|
|
|
12,263
|
|
||
Net cash provided by financing activities
|
23,399
|
|
|
14,767
|
|
||
Net increase in cash and cash equivalents
|
36,932
|
|
|
14,256
|
|
||
Cash and cash equivalents, beginning of period
|
88,305
|
|
|
65,914
|
|
||
Cash and cash equivalents, end of period
|
$
|
125,237
|
|
|
$
|
80,170
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest and income taxes
|
$
|
358
|
|
|
$
|
226
|
|
Noncash investing and financing activities:
|
|
|
|
||||
Property and equipment purchased but not yet paid
|
$
|
256
|
|
|
$
|
2,534
|
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents:
|
|
||||||||||||||
Money market funds
|
$
|
42,280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,280
|
|
Commercial paper
|
—
|
|
|
6,486
|
|
|
—
|
|
|
6,486
|
|
||||
U.S. treasury securities
|
2,997
|
|
|
—
|
|
|
—
|
|
|
2,997
|
|
||||
U.S. government agencies
|
—
|
|
|
3,925
|
|
|
—
|
|
|
3,925
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|||||||
Certificates of deposit
|
—
|
|
|
25,601
|
|
|
—
|
|
|
25,601
|
|
||||
Commercial paper
|
—
|
|
|
12,648
|
|
|
—
|
|
|
12,648
|
|
||||
Corporate notes and bonds
|
—
|
|
|
15,837
|
|
|
—
|
|
|
15,837
|
|
||||
U.S. treasury securities
|
18,937
|
|
|
—
|
|
|
—
|
|
|
18,937
|
|
||||
U.S. government agencies
|
—
|
|
|
34,776
|
|
|
—
|
|
|
34,776
|
|
||||
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
8,202
|
|
|
—
|
|
|
—
|
|
|
8,202
|
|
||||
Total
|
$
|
72,416
|
|
|
$
|
99,273
|
|
|
$
|
—
|
|
|
$
|
171,689
|
|
Included in cash and cash equivalents
|
|
|
|
|
|
|
$
|
55,688
|
|
||||||
Included in short-term investments
|
|
|
|
|
|
|
$
|
107,799
|
|
||||||
Included in restricted cash
|
|
|
|
|
|
|
$
|
8,202
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements as of March 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents:
|
|
||||||||||||||
Money market funds
|
$
|
36,180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,180
|
|
Commercial paper
|
—
|
|
|
5,441
|
|
|
—
|
|
|
5,441
|
|
||||
U.S. government agencies
|
—
|
|
|
2,600
|
|
|
—
|
|
|
2,600
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|||||||
Certificates of deposit
|
—
|
|
|
28,210
|
|
|
—
|
|
|
28,210
|
|
||||
Commercial paper
|
—
|
|
|
10,549
|
|
|
—
|
|
|
10,549
|
|
||||
Corporate notes and bonds
|
—
|
|
|
17,378
|
|
|
—
|
|
|
17,378
|
|
||||
U.S. treasury securities
|
11,276
|
|
|
—
|
|
|
—
|
|
|
11,276
|
|
||||
U.S. government agencies
|
—
|
|
|
50,688
|
|
|
—
|
|
|
50,688
|
|
||||
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
8,115
|
|
|
—
|
|
|
—
|
|
|
8,115
|
|
||||
Total
|
$
|
55,571
|
|
|
$
|
114,866
|
|
|
$
|
—
|
|
|
$
|
170,437
|
|
Included in cash and cash equivalents
|
|
|
|
|
|
|
$
|
44,221
|
|
||||||
Included in short-term investments
|
|
|
|
|
|
|
$
|
118,101
|
|
||||||
Included in restricted cash
|
|
|
|
|
|
|
$
|
8,115
|
|
|
December 31, 2017
|
|
March 31, 2017
|
||||
Due within one year
|
$
|
92,163
|
|
|
$
|
92,874
|
|
Due in one to two years
|
15,636
|
|
|
25,227
|
|
||
Total
|
$
|
107,799
|
|
|
$
|
118,101
|
|
|
December 31, 2017
|
|
March 31, 2017
|
||||
Computers, software, and equipment
|
$
|
8,023
|
|
|
$
|
7,060
|
|
Site operation equipment
|
36,396
|
|
|
25,874
|
|
||
Furniture and fixtures
|
2,375
|
|
|
1,770
|
|
||
Leasehold improvements
|
31,943
|
|
|
30,586
|
|
||
Capitalized software development costs
|
36,199
|
|
|
32,618
|
|
||
Total property and equipment
|
114,936
|
|
|
97,908
|
|
||
Less: accumulated depreciation and amortization
|
(62,364
|
)
|
|
(47,180
|
)
|
||
Total property and equipment, net
|
$
|
52,572
|
|
|
$
|
50,728
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Developed technology
|
$
|
4,900
|
|
|
$
|
(3,392
|
)
|
|
$
|
1,508
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Developed technology
|
$
|
4,900
|
|
|
$
|
(2,401
|
)
|
|
$
|
2,499
|
|
Fiscal Years Ending March 31,
|
Estimated Future Amortization Expense
|
||
2018 (remaining 3 months)
|
$
|
196
|
|
2019
|
787
|
|
|
2020
|
525
|
|
|
|
$
|
1,508
|
|
|
|
||
Fiscal Years Ending March 31,
|
Operating Leases
|
||
2018 (remaining 3 months)
|
$
|
3,357
|
|
2019
|
13,088
|
|
|
2020
|
14,339
|
|
|
2021
|
14,601
|
|
|
2022
|
14,739
|
|
|
Thereafter
|
59,507
|
|
|
Total minimum future lease payments
|
$
|
119,631
|
|
|
Options Outstanding
|
|
RSUs Outstanding
|
||||||||||||||||||||||
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate Intrinsic Value
|
|
Number
of Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate Intrinsic Value
|
||||||||||
Outstanding - April 1, 2017
|
4,607
|
|
|
$
|
17.49
|
|
|
7.1
|
|
$
|
90,339
|
|
|
1,978
|
|
|
$
|
29.32
|
|
|
2.8
|
|
$
|
73,309
|
|
Stock options granted
|
475
|
|
|
45.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
RSUs granted
|
|
|
|
|
|
|
|
|
1,001
|
|
|
45.59
|
|
|
|
|
|
||||||||
Stock options exercised
|
(1,386
|
)
|
|
14.67
|
|
|
|
|
42,151
|
|
|
|
|
|
|
|
|
|
|||||||
RSUs vested
|
|
|
|
|
|
|
|
|
(587
|
)
|
|
30.89
|
|
|
|
|
|
||||||||
Stock options canceled/forfeited
|
(246
|
)
|
|
26.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
RSUs canceled/forfeited
|
|
|
|
|
|
|
|
|
(354
|
)
|
|
32.02
|
|
|
|
|
|
||||||||
Outstanding - December 31, 2017
|
3,450
|
|
|
$
|
21.83
|
|
|
6.8
|
|
$
|
124,015
|
|
|
2,038
|
|
|
$
|
36.40
|
|
|
2.7
|
|
$
|
117,718
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of revenue
|
$
|
587
|
|
|
$
|
475
|
|
|
$
|
1,716
|
|
|
$
|
1,369
|
|
Research and development
|
2,959
|
|
|
2,390
|
|
|
9,100
|
|
|
7,453
|
|
||||
Sales and marketing
|
3,933
|
|
|
3,479
|
|
|
12,114
|
|
|
9,650
|
|
||||
General and administrative
|
2,454
|
|
|
1,774
|
|
|
6,848
|
|
|
5,247
|
|
||||
Total stock-based compensation expense
|
$
|
9,933
|
|
|
$
|
8,118
|
|
|
$
|
29,778
|
|
|
$
|
23,719
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(7,729
|
)
|
|
$
|
(13,883
|
)
|
|
$
|
(38,354
|
)
|
|
$
|
(46,084
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares used to compute net loss per share, basic and diluted
|
55,196
|
|
|
52,328
|
|
|
54,534
|
|
|
51,297
|
|
||||
Net loss per share—basic and diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(0.90
|
)
|
|
As of December 31,
|
||||
2017
|
|
2016
|
|||
Options to purchase common stock
|
3,450
|
|
|
4,931
|
|
Restricted stock units
|
2,038
|
|
|
2,080
|
|
ESPP shares
|
99
|
|
|
104
|
|
Common stock reserved for issuance in connection with acquisition
|
—
|
|
|
43
|
|
|
5,587
|
|
|
7,158
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
United States
|
$
|
62,966
|
|
|
$
|
46,084
|
|
|
$
|
175,765
|
|
|
$
|
128,806
|
|
EMEA
|
16,732
|
|
|
13,036
|
|
|
47,225
|
|
|
36,043
|
|
||||
APAC
|
6,918
|
|
|
5,080
|
|
|
19,025
|
|
|
14,443
|
|
||||
Other
|
5,211
|
|
|
3,896
|
|
|
14,595
|
|
|
10,851
|
|
||||
Total revenue
|
$
|
91,827
|
|
|
$
|
68,096
|
|
|
$
|
256,610
|
|
|
$
|
190,143
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
91,827
|
|
|
$
|
68,096
|
|
|
$
|
256,610
|
|
|
$
|
190,143
|
|
Cost of revenue (1)
|
15,671
|
|
|
12,627
|
|
|
46,342
|
|
|
36,060
|
|
||||
Gross profit
|
76,156
|
|
|
55,469
|
|
|
210,268
|
|
|
154,083
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development (1)
|
18,154
|
|
|
14,377
|
|
|
54,686
|
|
|
45,087
|
|
||||
Sales and marketing (1)
|
51,393
|
|
|
43,458
|
|
|
152,015
|
|
|
122,626
|
|
||||
General and administrative (1)
|
14,596
|
|
|
11,578
|
|
|
42,843
|
|
|
32,647
|
|
||||
Total operating expenses
|
84,143
|
|
|
69,413
|
|
|
249,544
|
|
|
200,360
|
|
||||
Loss from operations
|
(7,987
|
)
|
|
(13,944
|
)
|
|
(39,276
|
)
|
|
(46,277
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
534
|
|
|
325
|
|
|
1,503
|
|
|
796
|
|
||||
Interest expense
|
(21
|
)
|
|
(21
|
)
|
|
(64
|
)
|
|
(63
|
)
|
||||
Other income (expense), net
|
(45
|
)
|
|
(280
|
)
|
|
117
|
|
|
(517
|
)
|
||||
Loss before income taxes
|
(7,519
|
)
|
|
(13,920
|
)
|
|
(37,720
|
)
|
|
(46,061
|
)
|
||||
Income tax provision (benefit)
|
210
|
|
|
(37
|
)
|
|
634
|
|
|
23
|
|
||||
Net loss
|
$
|
(7,729
|
)
|
|
$
|
(13,883
|
)
|
|
$
|
(38,354
|
)
|
|
$
|
(46,084
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(0.90
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
55,196
|
|
|
52,328
|
|
|
54,534
|
|
|
51,297
|
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
587
|
|
|
$
|
475
|
|
|
$
|
1,716
|
|
|
$
|
1,369
|
|
Research and development
|
2,959
|
|
|
2,390
|
|
|
9,100
|
|
|
7,453
|
|
||||
Sales and marketing
|
3,933
|
|
|
3,479
|
|
|
12,114
|
|
|
9,650
|
|
||||
General and administrative
|
2,454
|
|
|
1,774
|
|
|
6,848
|
|
|
5,247
|
|
||||
Total stock-based compensation expense
|
$
|
9,933
|
|
|
$
|
8,118
|
|
|
$
|
29,778
|
|
|
$
|
23,719
|
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
|
|
|
||||
|
(as a percentage of revenue)
|
||||||||||
Cost of revenue
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Research and development
|
3
|
|
|
4
|
|
|
4
|
|
|
4
|
|
Sales and marketing
|
4
|
|
|
5
|
|
|
5
|
|
|
5
|
|
General and administrative
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Total stock-based compensation expense
|
11
|
%
|
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
|
Three Months Ended December 31,
|
|
Change
|
|
Nine Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
United States
|
$
|
62,966
|
|
|
$
|
46,084
|
|
|
$
|
16,882
|
|
|
37
|
%
|
|
$
|
175,765
|
|
|
$
|
128,806
|
|
|
$
|
46,959
|
|
|
36
|
%
|
EMEA
|
16,732
|
|
|
13,036
|
|
|
3,696
|
|
|
28
|
|
|
47,225
|
|
|
36,043
|
|
|
11,182
|
|
|
31
|
|
||||||
APAC
|
6,918
|
|
|
5,080
|
|
|
1,838
|
|
|
36
|
|
|
19,025
|
|
|
14,443
|
|
|
4,582
|
|
|
32
|
|
||||||
Other
|
5,211
|
|
|
3,896
|
|
|
1,315
|
|
|
34
|
|
|
14,595
|
|
|
10,851
|
|
|
3,744
|
|
|
35
|
|
||||||
Total revenue
|
$
|
91,827
|
|
|
$
|
68,096
|
|
|
$
|
23,731
|
|
|
35
|
%
|
|
$
|
256,610
|
|
|
$
|
190,143
|
|
|
$
|
66,467
|
|
|
35
|
%
|
|
Three Months Ended December 31,
|
|
Change
|
|
Nine Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Cost of revenue
|
$
|
15,671
|
|
|
$
|
12,627
|
|
|
$
|
3,044
|
|
|
24
|
%
|
|
$
|
46,342
|
|
|
$
|
36,060
|
|
|
$
|
10,282
|
|
|
29
|
%
|
|
Three Months Ended December 31,
|
|
Change
|
|
Nine Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Research and development
|
$
|
18,154
|
|
|
$
|
14,377
|
|
|
$
|
3,777
|
|
|
26
|
%
|
|
$
|
54,686
|
|
|
$
|
45,087
|
|
|
$
|
9,599
|
|
|
21
|
%
|
|
Three Months Ended December 31,
|
|
Change
|
|
Nine Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Sales and marketing
|
$
|
51,393
|
|
|
$
|
43,458
|
|
|
$
|
7,935
|
|
|
18
|
%
|
|
$
|
152,015
|
|
|
$
|
122,626
|
|
|
$
|
29,389
|
|
|
24
|
%
|
|
Three Months Ended December 31,
|
|
Change
|
|
Nine Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
General and administrative
|
$
|
14,596
|
|
|
$
|
11,578
|
|
|
$
|
3,018
|
|
|
26
|
%
|
|
$
|
42,843
|
|
|
$
|
32,647
|
|
|
$
|
10,196
|
|
|
31
|
%
|
|
Three Months Ended December 31,
|
|
Change
|
|
Nine Months Ended December 31,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|
2017
|
|
2016
|
|
Amount
|
|
%
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Other income, net
|
$
|
468
|
|
|
$
|
24
|
|
|
$
|
444
|
|
|
1,850
|
%
|
|
$
|
1,556
|
|
|
$
|
216
|
|
|
$
|
1,340
|
|
|
620
|
%
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
GAAP loss from operations
|
$
|
(7,987
|
)
|
|
$
|
(13,944
|
)
|
|
$
|
(39,276
|
)
|
|
$
|
(46,277
|
)
|
Plus: Stock-based compensation
|
9,933
|
|
|
8,118
|
|
|
29,778
|
|
|
23,719
|
|
||||
Plus: Lawsuit litigation
|
—
|
|
|
44
|
|
|
—
|
|
|
48
|
|
||||
Plus: Amortization of purchased intangibles
|
196
|
|
|
266
|
|
|
990
|
|
|
766
|
|
||||
Plus: Amortization of stock-based compensation capitalized in software development costs
|
228
|
|
|
190
|
|
|
702
|
|
|
524
|
|
||||
Plus: Employer payroll tax on employee equity incentive plans
|
309
|
|
|
403
|
|
|
1,557
|
|
|
1,553
|
|
||||
Non-GAAP income (loss) from operations
|
$
|
2,679
|
|
|
$
|
(4,923
|
)
|
|
$
|
(6,249
|
)
|
|
$
|
(19,667
|
)
|
|
Nine Months Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Cash provided by operating activities
|
$
|
24,093
|
|
|
$
|
9,337
|
|
Cash used in investing activities
|
(10,560
|
)
|
|
(9,848
|
)
|
||
Cash provided by financing activities
|
23,399
|
|
|
14,767
|
|
||
Net increase in cash and cash equivalents
|
$
|
36,932
|
|
|
$
|
14,256
|
|
•
|
sales and marketing, including expanding our direct sales organization and marketing programs, particularly for larger customers;
|
•
|
investments in our research and development team, and the development of new products, capabilities, features, and functionality;
|
•
|
expansion of our operations and infrastructure, both domestically and internationally;
|
•
|
hiring of additional employees; and
|
•
|
general administration, including legal, accounting, and other expenses related to our growing operations and infrastructure.
|
•
|
effectively attracting, training, integrating, and retaining a large number of new employees, particularly members of our sales and marketing teams and employees and consultants in jurisdictions outside of the United States;
|
•
|
further improving our key business systems, processes, and information technology infrastructure, including our and third-party hosted data centers, to support our business needs;
|
•
|
enhancing our information, training, and communication systems to ensure that our employees are well-coordinated and can effectively communicate with each other and our customers; and
|
•
|
improving our internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of our operational and financial results.
|
•
|
performance monitoring providers such as AppDynamics, Inc. (an operating division of Cisco Systems, Inc.), Datadog, Inc., Dynatrace LLC, and Splunk Inc.;
|
•
|
diversified technology companies such as International Business Machines Corporation, Microsoft Corporation, and Oracle Corporation;
|
•
|
large enterprise software and service companies such as BMC Software, Inc. and CA, Inc.; and
|
•
|
companies offering analytics products competing with our New Relic Insights product, including Amazon Web Services, Inc. and Google Inc.
|
•
|
changes in a specific country’s or region’s political or economic conditions;
|
•
|
unexpected changes in regulatory requirements, taxes, or trade laws;
|
•
|
regional data security and privacy laws and regulations and the unauthorized use of, or access to, commercial and personal information;
|
•
|
differing labor regulations 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;
|
•
|
significant reliance upon, and potential disputes with, local business partners;
|
•
|
increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;
|
•
|
currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;
|
•
|
limitations on our ability to repatriate earnings;
|
•
|
laws and business practices favoring local competitors, or general preferences for local vendors;
|
•
|
limited or insufficient intellectual property protection;
|
•
|
exposure to liabilities under anti-corruption, export controls and anti-money laundering laws, including the U.S. Foreign Corrupt Practices 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 or create other collection difficulties.
|
•
|
third-party developers may not continue developing or supporting the plugins that they share on our community website;
|
•
|
we cannot provide any assurance that these plugins meet the same quality standards that we apply to our own development efforts, and, to the extent they contain bugs, defects, or security risks, they may create disruptions in our customers’ use of our software or negatively affect our brand;
|
•
|
we do not currently provide support for plugins developed by third-party software developers, and users may be left without support and potentially cease using our products if the third-party software developers do not provide support for these plugins; and
|
•
|
these third-party software developers may not possess the appropriate intellectual property rights to develop and share their plugins.
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates and publication of other news by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
ratings changes by any securities analysts who follow our company;
|
•
|
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
|
•
|
price and volume fluctuations in the overall stock market from time to time, including as a result of trends in the economy as a whole;
|
•
|
changes in accounting standards, policies, guidelines, interpretations, or principles, such as the adoption of FASB issued Topic 606, the new revenue recognition standard;
|
•
|
actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
|
•
|
developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights;
|
•
|
announced or completed acquisitions of businesses or technologies by us or our competitors;
|
•
|
new laws or regulations or new interpretations of existing laws, or regulations applicable to our business;
|
•
|
changes in our board of directors or management;
|
•
|
sales of shares of our common stock by us, our officers, directors, or other stockholders;
|
•
|
lawsuits filed or threatened against us; and
|
•
|
other events or factors, including those resulting from war, incidents of terrorism, or responses to these events.
|
•
|
authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock;
|
•
|
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
|
•
|
specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of our board of directors, or our Chief Executive Officer;
|
•
|
establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;
|
•
|
provide that our board of directors is divided into three classes, with each class serving three-year staggered terms;
|
•
|
prohibit cumulative voting in the election of directors;
|
•
|
provide that our directors may be removed only for cause;
|
•
|
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and
|
•
|
require the approval of our board of directors or the holders of at least seventy-five percent (75%) of our outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation.
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of New Relic to us or our stockholders;
|
•
|
any action asserting a claim against us or any of our directors, officers, or other employees arising pursuant to any provision of 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 or any of our directors, officers, or other employees that is governed by the internal affairs doctrine.
|
Exhibit
No.
|
|
Description of Exhibit
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
File Date
|
|
|||||
|
Amended and Restated Certificate of Incorporation of the Registrant.
|
|
10-K
|
|
001-36766
|
|
3.1
|
|
May 28, 2015
|
|
|
|
|
Amended and Restated Bylaws of the Registrant.
|
|
S-1
|
|
333-200078
|
|
3.4
|
|
November 10, 2014
|
|
|
|
|
Fifth Amendment to Lease by and between the Registrant and 188 Spear Street LLC, dated as of December 29, 2017.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Form of Extension to Change in Control and Severance Agreement.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1
(1)
|
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
(1)
|
The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, irrespective of any general incorporation language contained in any such filing.
|
|
|
|
NEW RELIC, INC.
|
Date:
|
February 6, 2018
|
|
|
|
|
By:
|
/s/ Mark Sachleben
|
|
|
|
Mark Sachleben
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer and Duly Authorized Signatory)
|
Landlord:
188 SPEAR STREET LLC,
a Delaware limited liability company
By: /s/ Gregg Meyer
Name: Gregg Meyer
Title: Vice President
|
Tenant:
NEW RELIC, INC., a Delaware corporation
By: /s/ Angel Zhao
Name: Angel Zhao
Title: CAO
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title
|
|
|
|
Date:
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
[Full Name]
|
|
|
|
|
|
Date:
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of New Relic, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(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:
|
February 6, 2018
|
By:
|
/s/ Lewis Cirne
|
|
|
|
Lewis Cirne
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of New Relic, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(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:
|
February 6, 2018
|
By:
|
/s/ Mark Sachleben
|
|
|
|
Mark Sachleben
|
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
Date:
|
February 6, 2018
|
By:
|
/s/ Lewis Cirne
|
|
|
|
Lewis Cirne
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
February 6, 2018
|
By:
|
/s/ Mark Sachleben
|
|
|
|
Mark Sachleben
|
|
|
|
Chief Financial Officer
|