false000144805600014480562021-05-132021-05-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
______________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

May 8, 2021
Date of Report (Date of earliest event reported)
______________________________
New Relic, Inc.
(Exact name of registrant as specified in its charter)
 ______________________________
Delaware   001-36766   26-2017431
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)
188 Spear Street, Suite 1000
San Francisco, California 94105
(Address of principal executive offices, including zip code)
(650) 777-7600
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:    
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock NEWR New York Stock Exchange
    
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02     Results of Operations and Financial Condition
On May 13, 2021, New Relic, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended March 31, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information in this Item 2.02, including the press release attached as Exhibit 99.1 hereto, is furnished pursuant to Item 2.02 but shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Executive Chairman, Chief Executive Officer and Director, and Chief Operating Officer

On May 8, 2021, Lew Cirne, Chief Executive Officer of New Relic, and the Company’s Board of Directors (the “Board”) determined that Mr. Cirne would transition from his role as Chief Executive Officer to Executive Chairman of the Board, effective July 1, 2021. In connection with Mr. Cirne’s appointment as Executive Chairman, the Board appointed Hope Cochran, who has served as Chair of the Board since August 2020, to serve as Vice Chair of the Board and Lead Independent Director, effective July 1, 2021. The Compensation Committee of the Board (the “Compensation Committee”) met on May 8, 2021 and, effective with his transition, adjusted Mr. Cirne's annual base salary to $350,000 and adjusted his opportunity to receive a target annual cash bonus to 0%. In addition, effective May 17, 2021, the Compensation Committee awarded Mr. Cirne an equity grant with an aggregate value of $5.0 million, split evenly between restricted stock units (“RSUs”) and performance stock units (“PSUs”), vesting over a four-year time-based period and a three-year performance period, respectively.

Also on May 8, 2021, the Board promoted William Staples, the Company’s current President and Chief Product Officer, to Chief Executive Officer, effective July 1, 2021. In connection with Mr. Staples’ appointment as Chief Executive Officer, the Board increased the size of the board to ten directors and appointed Mr. Staples as a Class II director, whose term expires at the annual meeting of stockholders to be held in 2022, effective July 1, 2021.

William Staples, age 48, has served as Chief Product Officer of the Company since February 2020 and as President and Chief Product Officer of the Company since January 2021. From September 2017 to January 2020, Mr. Staples served as the Vice President of Experience Cloud Engineering at Adobe Inc., where he led the global engineering team behind Adobe Inc.’s market-leading Experience Cloud. From 1999 to March 2016, Mr. Staples served in various product, design and engineering roles at Microsoft, Inc., most recently as Vice President of Azure Application Platform. He holds a B.S. from the University of Utah.

The Compensation Committee increased Mr. Staples’ annual base salary to $500,000 and increased his target annual cash bonus opportunity percentage to 100%, effective with his promotion. In addition, effective May 17, 2021, the Compensation Committee awarded Mr. Staples an equity grant with an aggregate value of $11.0 million, split evenly between RSUs and PSUs, vesting over a four-year time-based period and a three-year performance period, respectively. Mr. Staples, who is currently eligible for Tier 2 benefits under his Change in Control and Severance Agreement, is also expected to enter into a new Change in Control and Severance Agreement reflecting Tier 1 benefits, the terms of which are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 7, 2020. Mr. Staples will not receive any additional compensation for his service on the Board.

On May 8, 2021, the Board also promoted Kristy Friedrichs, the Company’s current Chief People Officer, to Chief Operating Officer, effective July 1, 2021. The Compensation Committee increased Ms. Friedrichs’ annual base salary to $425,000 and increased her target annual cash bonus opportunity percentage to 75%, effective with her promotion. In addition, effective May 17, 2021, the Compensation Committee awarded Ms. Friedrichs an equity grant with an aggregate value of $3.35 million, split evenly between RSUs and PSUs, vesting over a four-year time-based period and a three-year performance period, respectively. Ms. Friedrichs will also be eligible to enter into the Company's standard Indemnification Agreement for executive officers.

Kristy Friedrichs, age 41, has served as Chief People Officer of the Company since February 2017. From 2001 to January 2017, Ms. Friedrichs served in various roles at Bain & Company, a management consulting firm, both in advisory roles



as an Associate Partner and most recently as the Head of Consulting Operations, where she led staffing and operations for the Bay Area business. She holds an M.B.A. from Harvard Business School and a B.S. in Economics from Duke University.

Other than as described above, the Company has not entered into or materially amended any material plan, contract or arrangement with Messrs. Cirne and Staples or Ms. Friedrichs.

There are no family relationships between Messrs. Cirne and Staples or Ms. Friedrichs and any director or executive officer of the Company, there is no arrangement or understanding between Messrs. Cirne and Staples or Ms. Friedrichs and any other person pursuant to which either was selected to serve as an officer of the Company, and there are no relationships or related transactions between Messrs. Cirne and Staples or Ms. Friedrichs and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Compensation Arrangements

On May 8, 2021, the Compensation Committee approved the Company’s fiscal 2022 cash bonus plan, pursuant to which eligible executive officers, including the Company’s named executive officers and Ms. Friedrichs, have the opportunity to earn quarterly cash bonuses based on corporate performance objectives. Bonus payments that could be earned under the fiscal 2021 cash bonus plan are capped at a maximum of 150 % of the quarterly target cash bonus opportunity.

The corporate performance measures for purposes of determining potential quarterly bonus payments under the fiscal 2022 cash bonus plan will be based on metrics concerning users, data, and accounts, which will comprise 50%, 30%, and 20%, respectively, of the aggregate payout opportunity for each quarter. In addition, the Compensation Committee retains the ability, in its sole discretion, to increase or decrease the amounts actually paid to any executive officer regardless of the actual performance against these measures. Accordingly, whether or not a performance bonus is paid for any year, and the amount of any such bonus, is within the discretion of the Compensation Committee.



Item 9.01     Financial Statements and Exhibits
(d) Exhibits

Exhibit
Number
Description
Press release, dated May 13, 2021, issued by New Relic, Inc.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    New Relic, Inc.
Date: May 13, 2021
    By:   /s/ Mark Sachleben
      Mark Sachleben
Chief Financial Officer



Exhibit 99.1
NEWRLOGOA021A.JPG
New Relic Announces Fourth Quarter and Full Fiscal Year 2021 Results
Fourth quarter revenue increased 8% year-over-year to $173 million
Quarterly GAAP operating loss of $(54.3) million; Non-GAAP operating loss of $(18.5) million
Fiscal 2021 revenue increased 11% year-over-year to $668 million
Fiscal 2021 GAAP operating loss of $(171.4) million; Non-GAAP operating loss of $(24.6) million
New Relic promotes cloud industry veteran Bill Staples to CEO; Founder & CEO Lew Cirne to become Executive Chairman of the Board
San Francisco – May 13, 2021 – New Relic, Inc. (NYSE: NEWR), the observability company, today announced financial results for the fourth quarter and full fiscal year 2021 ended March 31, 2021. The company also announced [https://newrelic.com/press-release/20210513] the promotion of Bill Staples to Chief Executive Officer, effective July 1, 2021. Mr. Staples will succeed founder and Chief Executive Officer, Lew Cirne, who will transition to Executive Chairman of the Board at the same time.
“FY21 was a transformational year for New Relic, and we are a fundamentally better company entering FY22. The investments we’ve made in our product and platform, and our move to a consumption model, are resonating with the market as we’ve aligned our entire company around our customers and their success,” said Lew Cirne, founder and CEO, New Relic. "The time is ideal for me to hand over the reins to Bill to execute on our vision and strategy. It has been an honor and joy to serve as New Relic’s CEO for nearly fourteen years, and I look forward to continuing to serve as Executive Chairman. I couldn’t be more excited for our future under Bill’s leadership."
Fourth Quarter Fiscal Year 2021 Financial Highlights:
Revenue of $173 million, compared to $160 million for the fourth quarter of fiscal 2020.
GAAP gross margin of 67% and non-GAAP gross margin of 69%.
GAAP loss from operations was $(54.3) million, compared to $(27.5) million for the fourth quarter of fiscal 2020.
Non-GAAP income (loss) from operations was $(18.5) million, compared to $3.5 million for the fourth quarter of fiscal 2020.
GAAP net loss attributable to New Relic per basic share was $(0.98), compared to $(0.47) per basic share for the fourth quarter of fiscal 2020.
Non-GAAP net income (loss) attributable to New Relic per diluted share was $(0.27), compared to $0.14 per diluted share for the fourth quarter of fiscal 2020.
Cash provided by operating activities was $28.5 million and free cash flow was $21.8 million for the fourth quarter of fiscal 2021.
Cash, cash equivalents and short-term investments were $816 million at the end of the fourth quarter of fiscal 2021, compared with $785 million at the end of the third quarter of fiscal 2021.
Remaining performance obligations were $727 million at the end of the fourth quarter of fiscal 2021, compared with $648 million at the end of the third quarter of fiscal 2021. This represents the aggregate unrecognized transaction price of remaining performance obligations as of each of March 31, 2021 and December 31, 2021.




Fiscal 2021 Financial Highlights:
Revenue of $668 million, up 11% compared with fiscal 2020.
GAAP loss from operations was $(171.4) million, compared with $(85.5) million for fiscal 2020.
Non-GAAP income (loss) from operations was $(24.6) million, compared with $25.0 million for fiscal 2020.
GAAP net loss attributable to New Relic per basic share was $(3.15), compared with $(1.52) per basic share for fiscal 2020.
Non-GAAP net income (loss) attributable to New Relic per diluted share was $(0.33), compared to $0.66 per diluted share for fiscal 2020.
Key Operating Metrics*:
 
Jun-19 Sep-19 Dec-19 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21
1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21
Annual Recurring Revenue, or ARR (in millions)
$569 $591 $608 $642 $648 $649 $669 $674
Dollar-Based Net Expansion Rate
109% 112% 109% 116% 100% 98% 108% 99%
Percentage of ARR from Paid Business Accounts > $100,000 70% 71% 72% 75% 76% 77% 79% 80%
Paid Business Accounts > $100,000 881 908 927 995 1,025 1,039 1,051 1,048
* In the fourth quarter of fiscal 2020, we adjusted the way we define ARR to include partner revenue and revenue from support subscriptions. This change results in immaterial differences in the presentation of some numbers in the chart above compared to our disclosures in historical filings. Please refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2020 for our definition of ARR and the differences between these disclosures.
Recent Business Highlights:
Promoted Bill Staples to CEO effective July 1, 2021. Staples will succeed Founder & CEO Lew Cirne who will transition to Executive Chairman of the Board at the same time. [https://newrelic.com/press-release/20210513]
Joined the Cloud Native Computing Foundation Governing Board. [https://ir.newrelic.com/press-releases/Press-Release-Details/2021/New-Relic-Joins-Cloud-Native-Computing-Foundation-Governing-Board-and-is-in-the-Process-of-Contributing-Pixie-Open-Source-for-Kubernetes-Native-Observability/default.aspx]
Named a leader in the 2021 Gartner Magic Quadrant for Application Performance Monitoring for the ninth time. [http://ir.newrelic.com/press-releases/Press-Release-Details/2021/New-Relic-Named-a-Leader-in-the-2021-Gartner-Magic-Quadrant-for-Application-Performance-Monitoring-for-the-Ninth-Time/]
Announced a restructuring plan to realign cost structure to better reflect significant product and business model innovation. [http://blog.newrelic.com/culture/aligning-new-relic/]
Launched new capabilities in New Relic Applied Intelligence. [http://ir.newrelic.com/press-releases/Press-Release-Details/2021/New-Relic-Delivers-Next-Gen-AIOps-to-Democratize-AI-Assisted-Incident-Response-for-Every-Engineer-Introduces-Free-Forever-Access-to-Instant-Anomaly-Detection/]
Introduced New Relic Explorer, a reimagined full-stack observability offering. [http://ir.newrelic.com/press-releases/Press-Release-Details/2021/New-Relics-Reimagined-Full-Stack-Observability-Offering-Provides-Engineers-Unprecedented-Visibility-Across-Entire-Software-Stack/]




Outlook:
First Quarter Fiscal 2022 Outlook:
Revenue between $172 million and $174 million, representing year-over-year growth of between 6% and 7%, respectively.
Non-GAAP loss from operations of between $(24) million and $(26) million.
Non-GAAP net loss attributable to New Relic per diluted share between $(0.37) and $(0.40).

Full Year Fiscal 2022 Outlook:
Revenue between $709 million and $711 million, representing year-over-year growth of approximately 6%.
Non-GAAP loss from operations of between $(53) million and $(55) million.
Non-GAAP net loss attributable to New Relic per diluted share between $(0.80) and $(0.83).
New Relic has not reconciled its expectations as to non-GAAP income (loss) from operations or non-GAAP net income (loss) per diluted share to their most directly comparable GAAP measures as a result of uncertainty regarding, and the potential variability of, reconciling items such as stock-based compensation expense, lawsuit litigation cost and other expense, employer payroll taxes on equity incentive plans and gain or loss from lease modification. Accordingly, reconciliation is not available without unreasonable effort, although it is important to note that these factors could be material to New Relic’s results computed in accordance with GAAP.
Conference Call and Investor Letter Details:
What: New Relic financial results for the fourth quarter and full fiscal 2021 and outlook for the first quarter and the full year of fiscal 2022.
When: May 13, 2021 at 2:00 P.M. Pacific Time (5:00 P.M. Eastern Time)
Dial in: To access the call in the United States, please dial (844) 757-5730, and for international callers, please dial (412) 542-4120. Callers may provide confirmation number 10154373 to access the call more quickly, and are encouraged to dial into the call at least 15 minutes prior to the start to prevent any delay in joining.
Webcast: http://ir.newrelic.com (live and replay)
Investor Letter: Available at http://ir.newrelic.com
Replay: Following the completion of the call through 11:59 PM Eastern Time on May 20, 2021, a telephone replay will be available by dialing (877) 344-7529 from the United States or (412) 317-0088 internationally with conference ID 10154373.
About New Relic
The world’s best engineering teams rely on New Relic to visualize, analyze and troubleshoot their software. New Relic One is the most powerful cloud-based observability platform built to help organizations create more perfect software. Learn why developers trust New Relic for improved uptime and performance, greater scale and efficiency, and accelerated time to market at newrelic.com.
Forward-Looking Statements
This press release and the earnings call referencing this press release contain “forward-looking” statements, as that term is defined under the federal securities laws, including but not limited to statements regarding: New Relic’s future financial performance, including its outlook on financial results for the first quarter and full year of fiscal 2022, such as revenue, non-GAAP loss from operations, non-GAAP net loss attributable to New Relic per diluted share, statements regarding expectations of reacceleration in revenue growth, that much of the heavy lifting of the business model transition is behind New Relic, intention to continue aggressive spending on New



Relic’s data center transition and to drive data ingest, timing of completion of our transition to our public cloud, expectations around gross margins, RPO growth and churn, future increases in cross-department user adoption as a result of new product features, acceleration in AIOps revenue as users take advantage of new offerings, future improvements in customer acquisition costs, anticipation of increase productivity from sales reps under New Relic’s growth initiatives, plans to build out ecosystems of alliances ad channels partners and providers, anticipated consumption spending from current customers and increased data consumption by developers, expectations around New Relic’s momentum and related ability to drive financial performance as a result of these changes. These forward-looking statements are based on New Relic’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause New Relic’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement.
The risks and uncertainties referred to above include, but are not limited to, New Relic’s ability to determine optimal prices for its products and the potential challenges presented by New Relic’s evolving pricing models; the effect of the COVID-19 pandemic on New Relic’s business and on global economies and financial markets generally; New Relic’s ability to generate sufficient revenue to achieve and sustain profitability, particularly in light of its significant ongoing expenses; New Relic’s short operating history in an evolving industry; New Relic’s ability to manage its significant recent growth; the dependence of New Relic’s business on its customers remaining on its platform and increasing their spend with New Relic; New Relic’s ability to develop enhancements to its products, increase adoption and usage of its products and introduce new products that achieve market acceptance; the dependence on customers expanding their use of New Relic’s products beyond the current predominant use cases; New Relic’s ability to expand its marketing and sales capabilities and increase sales of its solutions; privacy concerns, including changes in privacy laws and regulations, which could result in additional cost and liability to New Relic or inhibit sales; New Relic’s ability to effectively compete in intensely competitive markets and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs, requirements or preferences; fluctuation of New Relic’s quarterly results; New Relic’s dependence on lead generation strategies to drive sales and revenue; interruptions or performance problems associated with New Relic’s technology and infrastructure; New Relic’s dependence on SaaS technologies and related services from third parties; defects or disruptions in New Relic’s products; the expense and complexity of New Relic’s ongoing and planned investments in data center hosting facilities and expenditures on cloud hosting providers; risks associated with international operations; New Relic’s ability to protect its intellectual property rights; risks related to the acquisition and integration of businesses or technologies; risks related to sales to government entities and highly regulated organizations; certain risks associated with incurring indebtedness, including risks related to servicing New Relic’s convertible senior notes and related capped call transactions; and other “Risk Factors” set forth in New Relic’s most recent filings with the Securities and Exchange Commission (the “SEC”).
Further information on these and other factors that could affect New Relic’s financial results and the forward-looking statements in this press release and in the earnings call referencing this press release is included in the filings New Relic makes with the SEC from time to time, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and subsequent filings. Copies of these documents may be obtained by visiting New Relic’s Investor Relations website at http://ir.newrelic.com or the SEC’s website at www.sec.gov.
All information provided in this press release and in the earnings call is as of the date hereof and New Relic assumes no obligation and does not intend to update these forward-looking statements, except as required by law.



Non-GAAP Financial Measures
New Relic discloses the following non-GAAP financial measures in this press release and the earnings call referencing this press release: non-GAAP income (loss) from operations, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses (sales and marketing, research and development, general and administrative), non-GAAP operating margin, non-GAAP net income (loss) attributable to New Relic, non-GAAP net income (loss) attributable to New Relic per diluted share, non-GAAP net income (loss) attributable to New Relic per basic share and free cash flow. New Relic uses each of these non-GAAP financial measures internally to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short- and long-term operating plans, and to evaluate New Relic’s financial performance. In addition, New Relic’s bonus plan for eligible employees and executives is based in part on non-GAAP income (loss) from operations. New Relic believes these non-GAAP financial measures are useful to investors, as a supplement to GAAP measures, in evaluating its operational performance, as further discussed below. New Relic’s non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in its industry, as other companies in its industry may calculate non-GAAP financial results differently, particularly related to non-recurring and unusual items. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on New Relic’s reported financial results.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of the historical non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.
New Relic defines non-GAAP income (loss) from operations, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses (sales and marketing, research and development, general and administrative), non-GAAP operating margin, non-GAAP net income (loss) attributable to New Relic, non-GAAP net income (loss) attributable to New Relic per diluted share and non-GAAP net income (loss) attributable to New Relic per basic share as the respective GAAP balances, adjusted for, as applicable: (1) stock-based compensation expense, (2) lease exit costs and accelerated depreciation, (3) amortization of stock-based compensation capitalized in software development costs, (4) the amortization of purchased intangibles, (5) employer payroll tax expense on equity incentive plans, (6) amortization of debt discount and issuance costs, and in certain periods (7) the transaction costs related to acquisitions, (8) lawsuit litigation cost and other expense, (9) gain or loss from lease modification, and (10) adjustment to redeemable non-controlling interest. Non-GAAP net income (loss) per basic and diluted share is calculated as non-GAAP net income (loss) attributable to New Relic divided by weighted-average shares used to compute net income (loss) attributable to New Relic per share, basic and diluted, with the number of weighted-average shares decreased to reflect the anti-dilutive impact of the capped call transactions entered into in connection with the 0.50% Convertible Senior Notes due 2023 issued in May 2018. New Relic defines free cash flow as GAAP cash from operations, minus capital expenditures and minus capitalized software. Investors are encouraged to review the reconciliation of these historical non-GAAP financial measures to their most directly comparable GAAP financial measures.
Management believes these non-GAAP financial measures are useful to investors and others in assessing New Relic’s operating performance due to the following factors:
Stock-based compensation expense and amortization of stock-based compensation capitalized in software development costs. New Relic utilizes share-based compensation to attract and retain employees. It is principally aimed at aligning their interests with those of its stockholders and at long-term retention, rather than to address operational performance for any particular period. As a result, share-based compensation expenses vary for



reasons that are generally unrelated to financial and operational performance in any particular period.
Lease exit costs and accelerated depreciation. In fiscal year 2020, New Relic entered into an agreement to exit the lease of its 123 Mission premises in San Francisco, California. In connection with this agreement and subsequent relocation, New Relic accelerated depreciation and other expenses associated with the remaining lease term. New Relic believes it is useful to exclude this depreciation and these other expenses because it does not consider such amounts to be part of the ongoing operation of its business.
Amortization of purchased intangibles and transaction costs related to acquisitions. New Relic views amortization of purchased intangible assets as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is an expense that is not typically affected by operations during any particular period. Similarly, New Relic views acquisition-related expenses as events that are not necessarily reflective of operational performance during a period.
Lawsuit litigation cost and other expense. New Relic may from time to time incur charges or benefits related to litigation that are outside of the ordinary course of New Relic’s business. New Relic believes it is useful to exclude such charges or benefits because it does not consider such amounts to be part of the ongoing operation of New Relic’s business and because of the singular nature of the claims underlying the matter.
Employer payroll tax expense on equity incentive plans. New Relic excludes employer payroll tax expense on equity incentive plans as these expenses are tied to the exercise or vesting of underlying equity awards and the price of New Relic’s common stock at the time of vesting or exercise. As a result, these taxes may vary in any particular period independent of the financial and operating performance of New Relic’s business.
Amortization of debt discount and issuance costs. In May 2018, New Relic issued $500.25 million of convertible senior notes due in 2023, which bear interest at an annual fixed rate of 0.50%. The effective interest rate of the convertible senior notes was approximately 5.74%. This is a result of the debt discount recorded for the conversion feature that is required to be separately accounted for as equity, and debt issuance costs, which reduce the carrying value of the convertible debt instrument. The debt discount is amortized as interest expense together with the issuance costs of the debt. The expense for the amortization of debt discount and debt issuance costs is a non-cash item, and we believe the exclusion of this interest expense will provide for a more useful comparison of our operational performance in different periods.
Gain or loss from lease modification. New Relic may incur a gain or loss from modification related to lease agreements. New Relic believes it is useful to exclude such charges or benefits because it does not consider such amounts to be part of the ongoing operation of New Relic’s business and because of the singular nature of benefit or charge from such events.
Adjustment to redeemable non-controlling interest. In fiscal year 2021, New Relic made an adjustment to the value of redeemable non-controlling interest in connection with its joint venture in New Relic K.K. New Relic believes it is useful to exclude the adjustment to redeemable non-controlling interest because it may not be indicative of future operating results and that investors benefit from an understanding of the company’s operating results without giving effect to this adjustment.
Anti-dilutive impact of capped call transactions. In connection with the issuance of its convertible senior notes due in 2023, New Relic entered into capped call transactions to offset potential dilution from the embedded conversion feature in the notes. Although New Relic cannot reflect the anti-dilutive impact of the capped call transactions under GAAP, New Relic does reflect the anti-dilutive impact of the capped call transactions in non-



GAAP net income (loss) attributable to New Relic per share, basic and diluted, to provide investors with useful information in evaluating the financial performance of the company on a per share basis.
Additionally, New Relic’s management believes that the non-GAAP financial measure free cash flow is meaningful to investors because management reviews cash flows generated from operations after taking into consideration capital expenditures and the capitalization of software development costs due to the fact that these expenditures are considered to be a necessary component of ongoing operations.
Operating Metrics
New Relic defines the number of paid business accounts at the end of any particular period as the number of accounts at the end of the period as identified by a unique account identifier for which New Relic has recognized revenue on the last day of the period indicated. A single organization or customer may have multiple paid business accounts for separate divisions, segments, or subsidiaries.
New Relic’s monthly recurring revenue represents the revenue that New Relic would contractually expect to receive from those customers over the following month, including partner revenue or revenue from support subscriptions, without any increase or reduction in any of their subscriptions.
Similarly, annual recurring revenue (“ARR”) represents the revenue New Relic would contractually expect to receive from those customers over the following 12-month period, including partner revenue or revenue from support subscriptions, without any increase or reduction in any of their contractual commitments. The net change New Relic reports in ARR reflects any increase in ARR from existing customers and new customers, which is referred to as “new ARR,” as well as any reduction in ARR from customers who reduced their spend or terminated their relationship with New Relic, which is referred to as “lost ARR.”
For contracts entered into under New Relic’s consumption-based pricing model, New Relic only recognizes as ARR the committed contractual amount for customers under the Annual Pool of Funds model; therefore, the definition of ARR would not include contracts under the Pay as You Go model. Meanwhile, ARR for contracts under Annual Pool of Funds is calculated as the original dollar commitment for the annual contract period, plus any incremental additional dollar commitments added during the term of the period. ARR is measured without reference or adjustments for historic data usage, and therefore excludes assumptions related to overage spend or expected or received overages above committed amounts.
New Relic’s dollar-based net expansion rate compares its recurring revenue from customers from one period to the next. It is increased when customers increase their contractual spend amounts in order to increase their use of New Relic’s products or use additional products. New Relic’s dollar-based net expansion rate is reduced when customers decrease or terminate their contractual spend amounts in order to decrease or cease use of New Relic’s products or use fewer products.
New Relic is a registered trademark of New Relic, Inc.
All product and company names herein may be trademarks of their registered owners.



Investor Contact
Peter Goldmacher
New Relic, Inc.
503-336-9280



IR@newrelic.com
Media Contact
PR@newrelic.com




Consolidated Statements of Operations
(In thousands, except per share data; unaudited)
  Three Months Ended March 31, Fiscal Year Ended March 31,
  2021 2020 2021 2020
Revenue $ 172,669  $ 159,657  $ 667,648  $ 599,510 
Cost of revenue 57,125  28,073  181,564  103,237 
Gross profit 115,544  131,584  486,084  496,273 
Operating expenses:
Research and development 43,606  41,301  174,851  148,159 
Sales and marketing 94,796  89,608  361,702  334,319 
General and administrative 31,450  28,155  120,931  99,284 
Total operating expenses 169,852  159,064  657,484  581,762 
Loss from operations (54,308) (27,480) (171,400) (85,489)
Other income (expense):
Interest income 1,153  3,538  7,888  15,482 
Interest expense (6,352) (6,035) (24,901) (23,695)
Other income (expense), net (108) 106  (1,918) 2,934 
Loss before income taxes (59,615) (29,871) (190,331) (90,768)
Income tax provision (benefit) (717) (1,307) 559  211 
Net loss $ (58,898) $ (28,564) $ (190,890) $ (90,979)
Net loss and adjustment attributable to redeemable non-controlling interest $ (2,779) $ 605  $ (1,720) $ 2,042 
Net loss attributable to New Relic $ (61,677) $ (27,959) $ (192,610) $ (88,937)
Net loss attributable to New Relic per share, basic and diluted $ (0.98) $ (0.47) $ (3.15) $ (1.52)
Weighted-average shares used to compute net loss per share, basic and diluted 62,621  59,351  61,070  58,601 




Consolidated Balance Sheets
(In thousands, except par value; unaudited)
March 31, March 31,
  2021 2020
Assets
Current assets:
Cash and cash equivalents $ 240,821  $ 292,523 
Short-term investments 575,254  512,574 
Accounts receivable, net of allowance for doubtful accounts of $2,633 and $3,636, respectively 174,027  147,361 
Prepaid expenses and other current assets 21,944  15,979 
Deferred contract acquisition costs 36,210  32,016 
Total current assets 1,048,256  1,000,453 
Property and equipment, net 91,308  100,294 
Restricted cash 5,642  5,641 
Goodwill 144,253  45,112 
Intangible assets, net 12,986  13,691 
Deferred contract acquisition costs, non-current 32,579  28,141 
Lease right-of-use assets 57,425  57,777 
Other assets, non-current 6,170  7,325 
Total assets $ 1,398,619  $ 1,258,434 
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Current liabilities:
Accounts payable $ 24,171  $ 12,565 
Accrued compensation and benefits 37,196  29,054 
Other current liabilities 19,174  13,120 
Deferred revenue 373,594  313,161 
Lease liabilities 7,886  8,682 
Total current liabilities 462,021  376,582 
Convertible senior notes, net 449,380  427,044 
Lease liabilities, non-current 59,924  57,394 
Deferred revenue, non-current 1,674  3,166 
Other liabilities, non-current 8,256  1,940 
Total liabilities 981,255  866,126 
Redeemable non-controlling interest 3,389  1,669 
Stockholders’ equity:
Common stock, $0.001 par value 64  60 
Treasury stock - at cost (260 shares) (263) (263)
Additional paid-in capital 1,001,309  780,479 
Accumulated other comprehensive income (19) 4,869 
Accumulated deficit (587,116) (394,506)
Total stockholders’ equity 413,975  390,639 
Total liabilities, redeemable non-controlling interest, and stockholders’ equity $ 1,398,619  $ 1,258,434 




Consolidated Statements of Cash Flows
(In thousands; unaudited) 
  Fiscal Year Ended March 31,
  2021 2020
Cash flows from operating activities:
Net loss attributable to New Relic $ (192,610) $ (88,937)
Net loss and adjustment attributable to redeemable non-controlling interest $ 1,720  $ (2,042)
Net loss: $ (190,890) $ (90,979)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 89,312  75,743 
Amortization of debt discount and issuance costs 22,336  21,107 
Stock-based compensation expense 135,143  99,536 
Gain on lease modification —  (3,006)
Other 3,610  (1,399)
Changes in operating assets and liabilities, net of acquisition of businesses:
Accounts receivable, net (27,084) (28,425)
Prepaid expenses and other assets (7,571) 760 
Deferred contract acquisition costs (46,953) (39,505)
Lease right-of-use assets 959  21,751 
Accounts payable 11,766  7,436 
Accrued compensation and benefits and other liabilities 18,778  5,044 
Lease liabilities 1,519  (19,374)
Deferred revenue 58,941  44,730 
Net cash provided by operating activities 69,866  93,419 
Cash flows from investing activities:
Purchases of property and equipment (18,737) (58,218)
Cash paid for acquisitions, net of cash acquired (41,536) (4,250)
Purchases of short-term investments (405,054) (391,079)
Proceeds from sale and maturity of short-term investments 335,964  395,559 
Capitalized software development costs (13,494) (6,641)
Net cash used in investing activities (142,857) (64,629)
Cash flows from financing activities:
Investment from redeemable non-controlling interest —  978 
Proceeds from employee stock purchase plan 14,425  13,603 
Proceeds from exercise of employee stock options 6,865  11,632 
Net cash provided by financing activities 21,290  26,213 
Net increase (decrease) in cash, cash equivalents and restricted cash (51,701) 55,003 
Cash, cash equivalents and restricted cash at beginning of period 298,164  243,161 
Cash, cash equivalents and restricted cash at end of period $ 246,463  $ 298,164 




Reconciliation from GAAP to Non-GAAP Results
(In thousands, except per share data; unaudited)
  Three Months Ended March 31, Fiscal Year Ended March 31,
  2021 2020 2021 2020
Reconciliation of gross profit and gross margin:
GAAP gross profit $ 115,544  $ 131,584  $ 486,084  $ 496,273 
Plus: Stock-based compensation expense 1,343  1,466  5,939  5,303 
Plus: Lease exit costs and accelerated depreciation expense —  —  —  73 
Plus: Amortization of purchased intangibles 1,676  368  5,505  1,663 
Plus: Amortization of stock-based compensation capitalized in software development costs 379  182  1,222  835 
Plus: Employer payroll tax on employee equity incentive plans 100  99  277  285 
Non-GAAP gross profit $ 119,042  $ 133,699  $ 499,027  $ 504,432 
GAAP gross margin 67  % 82  % 73  % 83  %
Non-GAAP adjustments % % % %
Non-GAAP gross margin 69  % 84  % 75  % 84  %
Reconciliation of operating expenses:
GAAP research and development $ 43,606  $ 41,301  $ 174,851  $ 148,159 
Less: Stock-based compensation expense (10,750) (8,630) (40,964) (31,703)
Less: Lease exit costs and accelerated depreciation expense —  —  —  (326)
Less: Employer payroll tax on employee equity incentive plans (637) (603) (1,350) (1,244)
Non-GAAP research and development $ 32,219  $ 32,068  $ 132,537  $ 114,886 
GAAP sales and marketing $ 94,796  $ 89,608  $ 361,702  $ 334,319 
Less: Stock-based compensation expense (11,735) (12,866) (54,695) (43,548)
Less: Lease exit costs and accelerated depreciation expense —  —  —  (2,240)
Less: Employer payroll tax on employee equity incentive plans (601) (456) (1,272) (1,071)
Non-GAAP sales and marketing $ 82,460  $ 76,286  $ 305,735  $ 287,460 
GAAP general and administrative $ 31,450  $ 28,155  $ 120,931  $ 99,284 
Less: Stock-based compensation expense (8,271) (6,078) (33,545) (18,982)
Less: Lease exit costs and accelerated depreciation expense —  —  —  (1,002)
Less: Transaction costs related to acquisition —  —  (885) (251)
Less: Lawsuit litigation expense —  (10) (254) (1,531)
Less: Employer payroll tax on employee equity incentive plans (342) (198) (901) (442)
Non-GAAP general and administrative $ 22,837  $ 21,869  $ 85,346  $ 77,076 
Reconciliation of income (loss) from operations and operating margin:
GAAP loss from operations $ (54,308) $ (27,480) $ (171,400) $ (85,489)
Plus: Stock-based compensation expense 32,099  29,040  135,143  99,536 
Plus: Lease exit costs and accelerated depreciation —  —  —  3,641 
Plus: Amortization of purchased intangibles 1,676  368  5,505  1,663 
Plus: Transaction costs related to acquisitions —  —  885  251 
Plus: Amortization of stock-based compensation capitalized in software development costs 379  182  1,222  835 
Plus: Lawsuit litigation expense —  10  254  1,531 
Plus: Employer payroll tax on employee equity incentive plans 1,680  1,356  3,800  3,042 
Non-GAAP income (loss) from operations $ (18,474) $ 3,476  $ (24,591) $ 25,010 
GAAP operating margin (31  %) (17  %) (26  %) (14  %)
Non-GAAP adjustments 20  % 19  % 22  % 18  %
Non-GAAP operating margin (11  %) % (4  %) %
Reconciliation of net income (loss):
GAAP net loss attributable to New Relic $ (61,677) $ (27,959) $ (192,610) $ (88,937)
Plus: Stock-based compensation expense 32,099  29,040  135,143  99,536 
Plus: Lease exit costs and accelerated depreciation —  —  —  3,641 
Plus: Amortization of purchased intangibles 1,676  368  5,505  1,663 
Plus: Transaction costs related to acquisitions —  —  885  251 
Plus: Amortization of stock-based compensation capitalized in software development costs 379  182  1,222  835 
Plus: Lawsuit litigation expense —  10  254  1,531 
Plus: Employer payroll tax on employee equity incentive plans 1,680  1,356  3,800  3,042 
Plus: Amortization of debt discount and issuance costs 5,704  5,389  22,336  21,107 
Plus: Adjustment to redeemable non-controlling interest 3,141  —  3,141  — 
Less: Gain on lease modification —  —  —  (3,006)
Non-GAAP net income (loss) attributable to New Relic $ (16,998) $ 8,386  $ (20,324) $ 39,663 
Non-GAAP net income (loss) attributable to New Relic per share:
Basic $ (0.27) $ 0.14  $ (0.33) $ 0.68 
Diluted $ (0.27) $ 0.14  $ (0.33) $ 0.66 
Shares used in non-GAAP per share calculations:
Basic 62,621  59,351  61,070  58,601 
Diluted 62,621  60,717  61,070  60,396 




Reconciliation of GAAP Cash Flows from Operating Activities to Free Cash Flows
(In thousands; unaudited)
  Three Months Ended March 31, Fiscal Year Ended March 31,
  2021 2020 2021 2020
Net cash provided by operating activities $ 28,481  $ 61,753  $ 69,866  $ 93,419 
Capital expenditures (2,938) (8,513) (18,737) (58,218)
Capitalized software development costs (3,755) (2,178) (13,494) (6,641)
Free cash flows (Non-GAAP) $ 21,788  $ 51,062  $ 37,635  $ 28,560 
Net cash provided by (used in) investing activities $ (9,989) $ 38,450  $ (142,857) $ (64,629)
Net cash provided by financing activities $ 11,164  $ 13,325  $ 21,290  $ 26,213