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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the annual period ended January 31, 2019
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OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
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27-3687433
(I.R.S. Employer
Identification Number)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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ý
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Smaller reporting company
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o
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Emerging growth company
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ý
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Page
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PART I
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PART II
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PART III
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PART IV
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our ability to attract new customers and retain and expand our relationships with existing customers;
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our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses, key metrics, ability to generate cash flow and ability to achieve and maintain future profitability;
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the anticipated trends, market opportunity, growth rates and challenges in our business and in the business intelligence software market;
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the efficacy of our sales and marketing efforts;
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our ability to compete successfully in competitive markets;
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our ability to respond to and capitalize on rapid technological changes;
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our expectations and management of future growth;
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our ability to enter new markets and manage our expansion efforts, particularly internationally;
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our ability to develop new product features;
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our ability to attract and retain key employees and qualified technical and sales personnel;
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our ability to effectively and efficiently protect our brand;
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our ability to timely scale and adapt our infrastructure;
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our ability to protect our customers' data and proprietary information;
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our ability to maintain, protect, and enhance our intellectual property and not infringe upon others’ intellectual property; and
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our ability to comply with all governmental laws, regulations and other legal obligations.
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Connectors
:
Domo offers more than
1,000
powerful, first-class connectors which we define as read/write, API and standards based connectors that are available in the Domo Appstore, as well as a library of very flexible universal connectors that currently power over one hundred thousand Domo datasets, enabling all users, regardless of technical ability, to connect to data across a broad range of sources and facilitate initiation of business processes. These connectors enable data to be continuously synchronized in real time, fostering visibility and interoperability across a broad range of data sources.
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Data Warehouse
:
Our data warehouse, Adrenaline, stores massive amounts of data from across the business, organizes that data across many factors or variables and employs a massive number of processors to query that data in parallel, enabling employees across the organization to simultaneously access the same data for their various needs with subsecond response times on average.
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Domo ETL
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Fusion is our data transformation engine that sorts customer data, making it possible for any dataset connected to Domo to be cleansed, combined and prepared for use leveraging Magic ETL, Data Flows and hygiene algorithms.
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Data Analysis and Visualization
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Our Explorer analytics suite allows users to analyze, display, share and interact with data through pixel-perfect visualizations. Explorer is a data discovery tool that seamlessly works on mobile as well as on wall monitors in executive offices or manufacturing facility floors.
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Collaboration
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Buzz is our standalone collaboration and productivity suite that integrates seamlessly with Domo's other features. Chat, sharing, organizational charts, profiles, and project management all help foster an engaged and curious workforce, so that anyone in an organization can participate in improving the business.
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Artificial Intelligence Algorithms
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Domo's Mr. Roboto leverages machine learning algorithms, predictive analytics, and other artificial intelligence technologies to create alerts, detect anomalies, optimize queries, and suggest areas of interest to help people focus on what matters most. Mr. Roboto constantly scans incoming data to identify trends, anomalies and correlations, providing alerts and initiating business processes.
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Partner Ecosystem
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With the Domo Appstore, APIs and developer tool kits, Domo enables an ecosystem of partners to quickly build applications on the platform. We believe this will be a meaningful source of future lead generation as application creation investment thresholds are high.
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Mobile Functionality.
We designed Domo with mobile functionality front of mind. Domo’s native mobile applications unlock users’ ability to access data and collaborate in real time, from anywhere. When data is in Domo, it is immediately available for consumption on smartphones and other mobile devices without requiring separate versions or visualizations.
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Functionality That Can Be Used by Everyone.
Employees can easily connect to relevant data sources, create powerful data transformations, analyze data, build reports and applications, configure alerts, and collaborate through our desktop or mobile application. Employees without technical expertise can use all of the features of our platform without involving a business analyst.
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Easy to Adopt.
Employees can begin using our platform within minutes, without the need for heavy IT involvement to procure and implement. We offer a self-service subscription, as well as a free trial, through our website, in addition to traditional inside and field sales models for broad company deployments.
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Scale
. Domo has been natively built on a cloud-based architecture that is capable of massive scale. The Domo data warehouse and our connector strategy allows our platform to connect, house and make accessible all of the data within an organization and have a system that can make recommendations.
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Proven Economic Value.
The comprehensive capabilities of our solution enable organizations to benefit from cost savings that result from their ability to remove previously deployed, limited systems. Also, because our solution enables employees to spend less time tracking down data or preparing presentations for meetings, employees are able to dedicate more time to value added activities. As a result, in addition to cost savings, organizations that deploy our solution are often able to generate incremental revenue.
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Proven Enterprise Readiness.
We have invested significantly to broaden our platform capabilities and enhance security and scalability requirements for the enterprise. Our enterprise customer base has grown from 36 as of January 31, 2014, to
447
as of
January 31, 2019
, representing a compound annual growth rate, or CAGR, of
66%
. We are investing in our field sales team to further increase our focus on attracting new enterprise customers and expanding our footprint within our current enterprise customers.
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Continuous Product Innovation.
From inception through
January 31, 2019
, we have invested
$395.0 million
in research and development to create our comprehensive platform. These investments allowed us to create more than
1,000
first-class connectors as well as a library of very flexible universal connectors that currently power over one hundred thousand Domo datasets, which enable everyone to connect and use all of the data within their organization in real time, through our data explorer and ETL engine. We invested in creating our native mobile application, which empowers all employees to effectively manage their responsibilities using their mobile device. We also invested in developing collaboration capabilities, resulting in our solution being able to aggregate all collaboration activity within an organization in a context-sensitive, easily navigable view. These investments have also enabled us to build a comprehensive cloud-based platform with enterprise-grade features. More recently, these investments have allowed us to develop machine learning algorithms that invite all employees to action, based on the real-time data that is accessible within our platform. We developed the Domo Appstore on top of that, which offers hundreds of applications, developed internally and by an open ecosystem of partners, providing expertise across a variety of industries. Developer tools and programmatic APIs enable the rapid development and delivery of custom apps leveraging the Domo platform and services. In many ways, building Domo was like building seven start-ups at once. Additionally, we believe that our significant investments in research and development, which were required to build an operating system that powers a business, will provide tremendous leverage in our financial model as our business continues to scale.
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Strong Industry Recognition.
Our brand is synonymous with the next generation of cloud-native, mobile-first data solutions. We have attracted and retained top talent in our industry and have become a top choice for organizations looking for better ways to use data to run their businesses. We have received multiple innovation awards and top-ranked recognition for ease-of-use and business value based on customer-based research from organizations such as Dresner Advisory Services, Gartner Research and Ventana Research. We've also been recognized with workplace and growth awards including the Deloitte Technology Fast 500, Forbes Cloud 100, Inc. 500 and Inc. 5000, CNBC Disruptor 50, Great Places to Work, Utah Business Best Places to Work (7 consecutive years) as well and Glassdoor Best Places to Work 2016. Additionally, our annual conference, Domopalooza, is renowned within the industry and attracts thousands of passionate users each year.
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Expanding Third Party Ecosystem with Strong Network Effects.
We have developed pre-built applications for specific use cases and provide everyone with the necessary tools to build applications that run on our platform. These applications can be tailored to the specific needs of a specific role, organization or industry and leverage all the benefits of our solution to enable everyone to improve decision making, business outcomes and financial results. Once built, users can share these applications within their organization, but can also elect to open the application to all our users, across industries and geographies.
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Increasing Our Overall Customer Base.
The market for our platform is large and underpenetrated, as any organization of any size and in any industry is a potential customer of Domo. We believe there is substantial opportunity to add additional customers both in the United States and internationally as the need for all employees to access actionable, real-time data continues to drive market adoption of our platform. We are committed to further penetrating international markets and are investing in markets such as Japan, Asia Pacific and EMEA.
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Accelerate Expansion within Existing Customers.
We employ a land-and-expand business model and typically enter into enterprises either within a specific division or for a specific use case. As our users see the value of our platform and user engagement increases, we expand our footprint within the enterprise. We are focused on helping our users quickly realize the value of our platform. We have substantial growth potential within our existing customer base. We will continue to focus on showcasing the value of our platform to expand our footprint within our existing customers.
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Extend Platform Functionality and Value Proposition.
Our goal is to continue to enhance and broaden the capabilities of our platform to address our users’ evolving needs. To that end, we plan to continue to invest in enhancing the ease of use and self-service capabilities, scalability, security and performance of our platform and expanding the IoT, artificial intelligence and data management functionality of our platform. We will also continue to invest in additional features and capabilities.
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Expand the Domo Ecosystem.
The ecosystem for our platform includes customer influencers, which share valuable best practices for and serve as proof points for other customers, strategic partners, which efficiently expand our reach, and third party developers that create customized applications tailored for specific customer use cases. We will continue to invest in establishing and strengthening these relationships to broaden this ecosystem.
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Leverage the Data.
The Domo platform is uniquely positioned to generate performance benchmarks and indices across a wide array of organizations and disciplines, and in time we plan to capitalize on that position to attract additional customers and broaden and deepen our relationships with them. Although no customer will have access to the data of another, given that customers bring their data into the same cloud-based platform, we could enable performance comparisons based on index derived from similarly-situated organizations.
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connectors;
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data warehouse and fast query engine;
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Domo ETL;
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data analysis and visualization tools;
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collaboration tools;
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artificial intelligence algorithms; and
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apps and partner ecosystem.
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accessibility for all users, with a heavy emphasis on mobile-first functionality; and
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access, and applicability to business of all sizes, including those requiring enterprise-grade governance and security.
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cluster analysis to perform cohort analysis and discover relationships to understand complex data;
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predictive models built on a suite of regression algorithms to better understand core drivers and influencers of key business metrics;
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forecasting models using common forecasting methods;
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time-series, multivariate, parametric and non-parametric algorithms to reveal abnormal or “interesting” data in any dataset; and
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intelligent models built on machine learning algorithms.
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over 300 chart types and a robust mapping engine that enable users to immediately visualize area-specific data, even suggesting charts based on the data input so users never start with a blank slate;
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the ability to see and manipulate the data in all columns that are applied to charts, along with any other unused columns that should be shown;
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out-of-the-box visualizations that make it easy to review numerous time periods to see trends and comparisons;
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pre-defined filters for any visualization, making it easy for viewers to explore the data and see results in specific areas;
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the ability to change options, colors, series, and even chart types on the fly and get instant feedback; and
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tools to allow users to verify that data is flowing correctly and on time.
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chat with individuals and teams around real-time data through both public and private channels and direct messages;
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share alerts with other users; and
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search for and share attachments with an easy-to-use drag-and-drop interface.
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Report Scheduler, which allows users to schedule delivery of a card or page to anyone;
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Snapshot Annotation, which allows users to call out a specific spike or trends in data, annotate on any card to highlight it for others and initiate a conversation from any device;
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Projects and Tasks, which help users quickly take action with simple planning and assignment tools, including creating a task directly from a Buzz thread; and
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Alerts, which prompt timely collaboration and action.
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modeling access patterns to allow for intelligent alerts that inform users of what is happening with both their data and their organization — even if the user didn’t explicitly ask for it; and
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analyzing popular consumption paths to allow for customized recommendations for data, reports, and even conversations that users may find interesting or may have missed.
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accessibility for all users, which includes a heavy emphasis on mobile; and
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applicability to business of all sizes, requiring enterprise-grade governance.
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Build Once and Done
. When data is loaded or content created in Domo, it is immediately available for consumption on mobile devices, tablets, and more. There is no need to maintain separate mobile versions of visualizations.
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Powerful Visualization Exploration
. Domo’s powerful page filters tool is also available on mobile. Whether it’s an executive walking into a retail store or a manufacturing manager looking at a specific product line, individuals can quickly filter a page to find the story they are interested in.
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Collaborate on the Go
. Just because users are out of the office doesn’t mean they can’t collaborate with their team around business. All the benefits of Buzz, Domo’s powerful chat and collaboration platform, are available on any mobile device.
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Share Key Metrics Internally and Externally
. Data owners can share important information with internal or external collaborators while limiting their access to sensitive or irrelevant data. Snapshot Annotations also help you make visuals clearer to your audience on mobile devices.
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Browse Your Organization
. As a platform for business management, understanding organizational structure is key. With Domo, an organization's contact list and organizational chart are on any mobile device, for access to the people in the organization from anywhere, anytime.
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large software companies, including suppliers of traditional business intelligence products that provide one or more capabilities that are competitive with our products, such as Microsoft Corporation, Oracle Corporation, SAP AG and IBM;
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business analytics software companies, such as Tableau Software, Inc., Qlik Technologies, Looker Data Services, Inc., Sisense, Inc., and Tibco Software, Inc.; and
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SaaS-based products or cloud-based analytics providers such as salesforce.com, Inc. and Infor, Inc.
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user-centric design;
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ease of adoption and use;
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features and platform experience;
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enterprise-grade performance, including scalability, reliability and query response time;
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brand;
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security, governance and privacy;
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accessibility across mobile devices, operating systems, and applications;
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breadth of data source connectivity through third-party integration;
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customer support;
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continued innovation; and
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pricing.
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sales and marketing, including a continued expansion of our direct sales organization, which will require time before these investments generate sales results;
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technology and data center infrastructure, enhancements to cloud architecture, improved disaster recovery protection, increasing data security, compliance and operations expenses;
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data center costs as customers increase the amount of data that is available to our platform and the number of users on our platform;
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other software development, including enhancements and modifications related to our platform;
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international expansion in an effort to increase our customer base and sales;
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general and administration, including significantly increasing expenses in accounting and legal related to the increase in the sophistication and resources required for public company compliance and other work arising from the growth and maturity of the company;
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competing with other companies, custom development efforts and open source initiatives that are currently in, or may in the future enter, the markets in which we compete;
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maintaining high customer satisfaction and ensuring quality and timely releases of platform enhancements and applications;
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developing our indirect sales channels and strategic partner network;
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maintaining the quality of our cloud and data center infrastructure to minimize latency when using our platform;
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increasing market awareness of our platform and enhancing our brand;
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maintaining compliance with applicable governmental regulations and other legal obligations, including those related to intellectual property and international sales; and
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attracting and retaining top talent in a competitive market.
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effectively recruit, integrate, train and motivate new employees and make them productive, including our direct sales force, while retaining existing employees, maintaining the beneficial aspects of our corporate culture and effectively executing our business plan;
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attract new customers, and retain and increase usage by existing customers;
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recruit and successfully leverage channel partners and app developers;
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successfully enhance our platform;
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continue to improve our operational, financial and management controls;
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protect and further develop strategic assets, including intellectual property rights; and
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manage market expectations and other challenges associated with operating as a public company.
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large software companies, including suppliers of traditional business intelligence products that provide one or more capabilities that are competitive with our products, such as Microsoft Corporation, Oracle Corporation, SAP AG and IBM;
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business analytics software companies, such as Tableau Software, Inc., Qlik Technologies, Looker Data Services, Inc., Sisense, Inc., and Tibco Software, Inc.; and
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SaaS-based products or cloud-based analytics providers such as salesforce.com, Inc. and Infor, Inc.
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the expansion of our customer base;
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the size, duration and terms of our contracts with both existing and new customers;
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the introduction of products and product enhancements by competitors, and changes in pricing for products offered by us or our competitors;
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customers delaying purchasing decisions in anticipation of new products or product enhancements by us or our competitors or otherwise;
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changes in customers’ budgets;
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seasonal variations in our sales, which have generally historically been highest in our fourth fiscal quarter and lowest in the second and third fiscal quarters;
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the timing of satisfying revenue recognition criteria, particularly with regard to large transactions;
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the amount and timing of payment for expenses, including infrastructure costs to deliver our platform, research and development, sales and marketing expenses, employee benefit and stock-based compensation expenses and costs related to Domopalooza, our annual user conference that occurs in our first fiscal quarter;
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costs related to the hiring, training and maintenance of our direct sales force;
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the timing and growth of our business, in particular through the hiring of new employees and international expansion; and
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general economic and political conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers operate.
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failure to predict market demand accurately in terms of platform functionality and capability or to supply features that meets this demand in a timely fashion;
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inability to operate effectively with the technologies, systems or applications of existing or potential customers;
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defects, errors or failures;
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negative publicity about their performance or effectiveness;
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delays in releasing new enhancements and additional features to our platform to the market;
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the introduction or anticipated introduction of competing products;
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an ineffective sales force;
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poor business conditions for our end-customers, causing them to delay purchases;
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challenges with customer adoption and use of our platform on mobile devices or problems encountered in developing or supporting enhancements to our mobile applications; and
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the reluctance of customers to purchase subscriptions to software incorporating open source software.
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the need to make significant investments in people, solutions and infrastructure, typically well in advance of revenue generation;
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the need to localize and adapt our application for specific countries, including translation into foreign languages and associated expenses;
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potential changes in public or customer sentiment regarding cloud-based services or the ability of non-local enterprises to provide adequate data protection, particularly in the European Union;
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technical or latency issues in delivering our platform;
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dependence on certain third parties, including resellers with whom we do not have extensive experience;
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the lack of reference customers and other marketing assets in regional markets that are new or developing for us, as well as other adaptations in our market generation efforts that we may be slow to identify and implement;
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unexpected changes in regulatory requirements, taxes or trade laws;
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differing labor regulations, especially in the European Union, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;
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challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;
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difficulties in maintaining our company culture with a dispersed and distant workforce;
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difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory systems;
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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 choose to do so in the future;
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limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
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limited or insufficient intellectual property protection, or the risk that our products may conflict with, infringe or otherwise violate foreign intellectual property;
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political instability or terrorist activities;
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requirements to comply with foreign privacy, information security, and data protection laws and regulations and the risks and costs of non-compliance;
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likelihood of potential or actual violations of domestic and international anticorruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, or of U.S. and international export control and sanctions regulations, which likelihood may increase with an increase of sales or operations in foreign jurisdictions and operations in certain industries;
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requirements to comply with U.S. export control and economic sanctions laws and regulations and other restrictions on international trade;
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likelihood that the United States and other governments and their agencies impose sanctions and embargoes on certain countries, their governments and designated parties, which may prohibit the export of certain technology, products, and services to such persons;
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adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash should we desire to do so; and
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our ability to recruit and engage local channel and implementation partners.
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the efficacy of our marketing efforts;
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our ability to maintain a high-quality, innovative and error- and bug-free platform;
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our ability to obtain new customers and retain and increase usage by existing customers;
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our ability to maintain high customer satisfaction;
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the quality and perceived value of our platform;
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our ability to obtain, maintain and enforce trademarks and other indicia of origin that are valuable to our brand;
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our ability to successfully differentiate our platform from competitors’ products;
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actions of competitors and other third parties;
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our ability to provide customer support and professional services;
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any actual or perceived data breach or data loss, or misuse or perceived misuse of our platform;
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positive or negative publicity;
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interruptions, delays or attacks on our platform;
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challenges with customer adoption and use of our platform on mobile devices or problems encountered in developing or supporting enhancements to our mobile applications; and
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litigation or regulatory related developments.
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an acquisition may negatively affect our operating results, financial condition or cash flows 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 third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
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we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;
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an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
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an acquisition may result in a delay or reduction of customer purchases for both us and the company we acquired due to customer uncertainty about continuity and effectiveness of service from either company;
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we may encounter difficulties in, or may be unable to, successfully sell any acquired products;
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an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;
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the potential strain on our financial and managerial controls and reporting systems and procedures;
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potential known and unknown liabilities associated with an acquired company;
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if we incur debt to fund such acquisitions, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants;
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the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions;
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to the extent that we issue a significant amount of equity or convertible debt securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease; and
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managing the varying intellectual property protection strategies and other activities of an acquired company.
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actual or anticipated fluctuations in revenue and other operating results, including as a result of the addition or loss of any number of customers;
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announcements by us or competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
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the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
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failure of securities analysts to initiate or maintain coverage of us, changes in ratings, key metrics and financial estimates and the publication of other news by any securities analysts who follow our company, or our failure to meet these analyst estimates or the expectations of investors;
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changes in operating performance and stock market valuations of cloud-based software or other technology companies, or those in our industry in particular;
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the size of our public float;
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price and volume fluctuations in the trading of our Class B common stock and in the overall stock market, including as a result of trends in the economy as a whole or in the technology industry;
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new laws or regulations or new interpretations of existing laws or regulations applicable to our business or industry, including those relating to data privacy and data security;
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lawsuits threatened or filed against us for claims relating to intellectual property, employment issues or otherwise;
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changes in our board of directors or management;
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short sales, hedging and other derivative transactions involving our Class B common stock;
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sales of large blocks of our common stock including sales by our executive officers, directors and significant stockholders; and
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other events or factors, including changes in general economic, industry and market conditions and trends, as well as any natural disasters that may affect our operations.
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our dual-class common stock structure, which provides our holders of Class A common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock;
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when the outstanding shares of Class A common stock represent less than a majority of the total combined voting power of our Class A and Class B common stock, or the voting threshold date, our board of directors will be classified into three classes of directors with staggered three-year terms, and directors will only be able to be removed from office for cause;
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our amended and restated bylaws provide that, following the voting threshold date, approval of stockholders holding two-thirds of our outstanding voting power voting as a single class will be required for stockholders to amend or adopt any provision of our bylaws;
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•
|
our stockholders are able to take action by written consent for any matter until the voting threshold date;
|
•
|
following the voting threshold date, vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;
|
•
|
only the chairman of our board of directors, chief executive officer, a majority of our board of directors or, until the voting threshold date, a stockholder (or group of stockholders) holding at least 50% of the combined voting power of our Class A and Class B common stock are authorized to call a special meeting of stockholders;
|
•
|
certain litigation against us can only be brought in Delaware;
|
•
|
our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of common stock; and
|
•
|
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
|
•
|
not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;
|
•
|
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
|
•
|
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
|
•
|
the last day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion;
|
•
|
the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or Exchange Act, which would occur if the market value of our Class B common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or
|
•
|
the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
|
Company/Index
|
|
Jun 29, 2018
(1)
|
|
Jul 31, 2018
|
|
Aug 31, 2018
|
|
Sep 30, 2018
|
|
Oct 31, 2018
|
|
Nov 30, 2018
|
|
Dec 31, 2018
|
|
Jan 31, 2019
|
||||||||||||||||
Domo, Inc.
|
|
$
|
100
|
|
|
$
|
61
|
|
|
$
|
86
|
|
|
$
|
79
|
|
|
$
|
59
|
|
|
$
|
58
|
|
|
$
|
72
|
|
|
$
|
99
|
|
S&P 500
|
|
100
|
|
|
104
|
|
|
107
|
|
|
107
|
|
|
100
|
|
|
102
|
|
|
92
|
|
|
99
|
|
||||||||
S&P 500 Information Technology
|
|
100
|
|
|
102
|
|
|
109
|
|
|
108
|
|
|
100
|
|
|
98
|
|
|
89
|
|
|
95
|
|
||||||||
(1) Base period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
58,664
|
|
|
$
|
87,463
|
|
|
$
|
117,157
|
|
Professional services and other
|
15,876
|
|
|
21,061
|
|
|
25,307
|
|
|||
Total revenue
|
74,540
|
|
|
108,524
|
|
|
142,464
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription
(1)
|
21,486
|
|
|
32,427
|
|
|
32,781
|
|
|||
Professional services and other
(1)
|
11,709
|
|
|
12,492
|
|
|
16,773
|
|
|||
Total cost of revenue
|
33,195
|
|
|
44,919
|
|
|
49,554
|
|
|||
Gross profit
|
41,345
|
|
|
63,605
|
|
|
92,910
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
(1)
|
118,935
|
|
|
131,802
|
|
|
131,081
|
|
|||
Research and development
(1)
|
76,164
|
|
|
78,261
|
|
|
75,740
|
|
|||
General and administrative
(1)(2)(3)
|
29,106
|
|
|
29,323
|
|
|
30,176
|
|
|||
Total operating expenses
|
224,205
|
|
|
239,386
|
|
|
236,997
|
|
|||
Loss from operations
|
(182,860
|
)
|
|
(175,781
|
)
|
|
(144,087
|
)
|
|||
Other income (expense), net
(1)
|
513
|
|
|
(396
|
)
|
|
(8,974
|
)
|
|||
Loss before income taxes
|
(182,347
|
)
|
|
(176,177
|
)
|
|
(153,061
|
)
|
|||
Provision for income taxes
|
773
|
|
|
385
|
|
|
1,248
|
|
|||
Net loss
|
$
|
(183,120
|
)
|
|
$
|
(176,562
|
)
|
|
$
|
(154,309
|
)
|
Net loss per share, basic and diluted
|
$
|
(124.90
|
)
|
|
$
|
(110.70
|
)
|
|
$
|
(9.43
|
)
|
Weighted-average number of shares used in
computing net loss per share, basic and diluted |
1,466
|
|
|
1,595
|
|
|
16,358
|
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
46
|
|
|
$
|
48
|
|
|
$
|
219
|
|
Professional services and other
|
45
|
|
|
40
|
|
|
154
|
|
|||
Sales and marketing
|
1,930
|
|
|
1,845
|
|
|
7,387
|
|
|||
Research and development
|
2,206
|
|
|
2,311
|
|
|
6,519
|
|
|||
General and administrative
|
5,099
|
|
|
5,090
|
|
|
7,492
|
|
|||
Other income (expense), net
|
17
|
|
|
36
|
|
|
30
|
|
|||
Total
|
$
|
9,343
|
|
|
$
|
9,370
|
|
|
$
|
21,801
|
|
(2)
|
Includes amortization of certain intangible assets of
$0.3 million
,
$0.1 million
and
$0.1 million
for the
years ended January 31, 2017, 2018 and 2019
, respectively
.
|
(3)
|
Includes reversal of a contingent tax-related accrual of
$3.5 million
for the year ended January 31, 2019.
|
|
As of January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Cash and cash equivalents
|
$
|
68,984
|
|
|
$
|
61,972
|
|
|
$
|
176,973
|
|
Working capital (deficit)
|
5,762
|
|
|
(15,000
|
)
|
|
107,047
|
|
|||
Total assets
|
137,922
|
|
|
155,355
|
|
|
292,632
|
|
|||
Deferred revenue, current and non-current
|
49,936
|
|
|
70,956
|
|
|
93,902
|
|
|||
Long-term debt
|
—
|
|
|
46,332
|
|
|
97,245
|
|
|||
Convertible preferred stock
|
594,187
|
|
|
693,158
|
|
|
—
|
|
|||
Total stockholders' (deficit) equity
|
(556,196
|
)
|
|
(721,964
|
)
|
|
44,527
|
|
|
Q1 2018
|
|
Q2 2018
|
|
Q3 2018
|
|
Q4 2018
|
|
Q1 2019
|
|
Q2 2019
|
|
Q3 2019
|
|
Q4 2019
|
||||||||
All Customers
|
101
|
%
|
|
107
|
%
|
|
107
|
%
|
|
111
|
%
|
|
105
|
%
|
|
105
|
%
|
|
106
|
%
|
|
103
|
%
|
Enterprise Customers
|
108
|
|
|
122
|
|
|
116
|
|
|
122
|
|
|
115
|
|
|
109
|
|
|
110
|
|
|
106
|
|
Non-Enterprise Customers
|
95
|
|
|
95
|
|
|
99
|
|
|
102
|
|
|
98
|
|
|
101
|
|
|
102
|
|
|
101
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
Billings (in thousands)
|
$
|
92,412
|
|
|
$
|
129,544
|
|
|
$
|
165,410
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
58,664
|
|
|
$
|
87,463
|
|
|
$
|
117,157
|
|
Professional services and other
|
15,876
|
|
|
21,061
|
|
|
25,307
|
|
|||
Total revenue
|
74,540
|
|
|
108,524
|
|
|
142,464
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription
(1)
|
21,486
|
|
|
32,427
|
|
|
32,781
|
|
|||
Professional services and other
(1)
|
11,709
|
|
|
12,492
|
|
|
16,773
|
|
|||
Total cost of revenue
|
33,195
|
|
|
44,919
|
|
|
49,554
|
|
|||
Gross profit
|
41,345
|
|
|
63,605
|
|
|
92,910
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
(1)
|
118,935
|
|
|
131,802
|
|
|
131,081
|
|
|||
Research and development
(1)
|
76,164
|
|
|
78,261
|
|
|
75,740
|
|
|||
General and administrative
(1)(2)(3)
|
29,106
|
|
|
29,323
|
|
|
30,176
|
|
|||
Total operating expenses
|
224,205
|
|
|
239,386
|
|
|
236,997
|
|
|||
Loss from operations
|
(182,860
|
)
|
|
(175,781
|
)
|
|
(144,087
|
)
|
|||
Other income (expense), net
(1)
|
513
|
|
|
(396
|
)
|
|
(8,974
|
)
|
|||
Loss before income taxes
|
(182,347
|
)
|
|
(176,177
|
)
|
|
(153,061
|
)
|
|||
Provision for income taxes
|
773
|
|
|
385
|
|
|
1,248
|
|
|||
Net loss
|
$
|
(183,120
|
)
|
|
$
|
(176,562
|
)
|
|
$
|
(154,309
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
46
|
|
|
$
|
48
|
|
|
$
|
219
|
|
Professional services and other
|
45
|
|
|
40
|
|
|
154
|
|
|||
Sales and marketing
|
1,930
|
|
|
1,845
|
|
|
7,387
|
|
|||
Research and development
|
2,206
|
|
|
2,311
|
|
|
6,519
|
|
|||
General and administrative
|
5,099
|
|
|
5,090
|
|
|
7,492
|
|
|||
Other income (expense), net
|
17
|
|
|
36
|
|
|
30
|
|
|||
Total
|
$
|
9,343
|
|
|
$
|
9,370
|
|
|
$
|
21,801
|
|
(2)
|
Includes amortization of certain intangible assets of
$0.3 million
,
$0.1 million
and
$0.1 million
for the
years ended January 31, 2017, 2018 and 2019
, respectively
.
|
(3)
|
Includes reversal of a contingent tax-related accrual of
$3.5 million
for the year ended January 31, 2019.
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
87,463
|
|
|
$
|
117,157
|
|
|
$
|
29,694
|
|
|
34
|
%
|
Professional services and other
|
21,061
|
|
|
25,307
|
|
|
4,246
|
|
|
20
|
|
|||
Total revenue
|
$
|
108,524
|
|
|
$
|
142,464
|
|
|
$
|
33,940
|
|
|
31
|
|
Percentage of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
81
|
%
|
|
82
|
%
|
|
|
|
|
|||||
Professional services and other
|
19
|
|
|
18
|
|
|
|
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
32,427
|
|
|
$
|
32,781
|
|
|
$
|
354
|
|
|
1
|
%
|
Professional services and other
|
12,492
|
|
|
16,773
|
|
|
4,281
|
|
|
34
|
|
|||
Total cost of revenue
|
$
|
44,919
|
|
|
$
|
49,554
|
|
|
$
|
4,635
|
|
|
10
|
|
Gross profit
|
$
|
63,605
|
|
|
$
|
92,910
|
|
|
$
|
29,305
|
|
|
46
|
|
Gross margin:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
63
|
%
|
|
72
|
%
|
|
|
|
|
|||||
Professional services and other
|
41
|
|
|
34
|
|
|
|
|
|
|||||
Total gross margin
|
59
|
|
|
65
|
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
$
|
131,802
|
|
|
$
|
131,081
|
|
|
$
|
(721
|
)
|
|
(1
|
)%
|
Research and development
|
78,261
|
|
|
75,740
|
|
|
(2,521
|
)
|
|
(3
|
)
|
|||
General and administrative
|
29,323
|
|
|
30,176
|
|
|
853
|
|
|
3
|
|
|||
Total operating expenses
|
$
|
239,386
|
|
|
$
|
236,997
|
|
|
$
|
(2,389
|
)
|
|
(1
|
)
|
Percentage of revenue:
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
121
|
%
|
|
92
|
%
|
|
|
|
|
|||||
Research and development
|
72
|
|
|
53
|
|
|
|
|
|
|||||
General and administrative
|
27
|
|
|
21
|
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Other income (expense), net
|
$
|
(396
|
)
|
|
$
|
(8,974
|
)
|
|
$
|
(8,578
|
)
|
|
2,166
|
%
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Provision for income taxes
|
$
|
385
|
|
|
$
|
1,248
|
|
|
$
|
863
|
|
|
224
|
%
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2017
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
58,664
|
|
|
$
|
87,463
|
|
|
$
|
28,799
|
|
|
49
|
%
|
Professional services and other
|
15,876
|
|
|
21,061
|
|
|
5,185
|
|
|
33
|
|
|||
Total revenue
|
$
|
74,540
|
|
|
$
|
108,524
|
|
|
$
|
33,984
|
|
|
46
|
|
Percentage of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
79
|
%
|
|
81
|
%
|
|
|
|
|
|||||
Professional services and other
|
21
|
|
|
19
|
|
|
|
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2017
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
21,486
|
|
|
$
|
32,427
|
|
|
$
|
10,941
|
|
|
51
|
%
|
Professional services and other
|
11,709
|
|
|
12,492
|
|
|
783
|
|
|
7
|
|
|||
Total cost of revenue
|
$
|
33,195
|
|
|
$
|
44,919
|
|
|
$
|
11,724
|
|
|
35
|
|
Gross profit
|
$
|
41,345
|
|
|
$
|
63,605
|
|
|
$
|
22,260
|
|
|
54
|
|
Gross margin:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
63
|
%
|
|
63
|
%
|
|
|
|
|
|||||
Professional services and other
|
26
|
|
|
41
|
|
|
|
|
|
|||||
Total gross margin
|
56
|
|
|
59
|
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2017
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
$
|
118,935
|
|
|
$
|
131,802
|
|
|
$
|
12,867
|
|
|
11
|
%
|
Research and development
|
76,164
|
|
|
78,261
|
|
|
2,097
|
|
|
3
|
|
|||
General and administrative
|
29,106
|
|
|
29,323
|
|
|
217
|
|
|
1
|
|
|||
Total operating expenses
|
$
|
224,205
|
|
|
$
|
239,386
|
|
|
$
|
15,181
|
|
|
7
|
|
Percentage of revenue:
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
160
|
%
|
|
121
|
%
|
|
|
|
|
|||||
Research and development
|
102
|
|
|
72
|
|
|
|
|
|
|||||
General and administrative
|
39
|
|
|
27
|
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2017
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Other income (expense), net
|
$
|
513
|
|
|
$
|
(396
|
)
|
|
$
|
(909
|
)
|
|
(177
|
)%
|
|
Year Ended January 31,
|
|
|
|
|
|||||||||
|
2017
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
(in thousands)
|
|
|
|
|
|||||||
Provision for income taxes
|
$
|
773
|
|
|
$
|
385
|
|
|
$
|
(388
|
)
|
|
(50
|
)%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
||||||||||||||||
|
2017
|
|
2017
|
|
2017
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
2019
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
19,103
|
|
|
$
|
21,052
|
|
|
$
|
22,656
|
|
|
$
|
24,652
|
|
|
$
|
26,663
|
|
|
$
|
28,166
|
|
|
$
|
30,398
|
|
|
$
|
31,930
|
|
Professional services and other
|
5,143
|
|
|
4,851
|
|
|
5,646
|
|
|
5,421
|
|
|
5,282
|
|
|
6,101
|
|
|
6,446
|
|
|
7,478
|
|
||||||||
Total revenue
|
24,246
|
|
|
25,903
|
|
|
28,302
|
|
|
30,073
|
|
|
31,945
|
|
|
34,267
|
|
|
36,844
|
|
|
39,408
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
(1)
|
6,936
|
|
|
7,570
|
|
|
9,102
|
|
|
8,819
|
|
|
8,056
|
|
|
8,265
|
|
|
8,193
|
|
|
8,267
|
|
||||||||
Professional services and other
(1)
|
2,802
|
|
|
3,083
|
|
|
3,292
|
|
|
3,315
|
|
|
3,510
|
|
|
4,253
|
|
|
4,734
|
|
|
4,276
|
|
||||||||
Total cost of revenue
|
9,738
|
|
|
10,653
|
|
|
12,394
|
|
|
12,134
|
|
|
11,566
|
|
|
12,518
|
|
|
12,927
|
|
|
12,543
|
|
||||||||
Gross profit
|
14,508
|
|
|
15,250
|
|
|
15,908
|
|
|
17,939
|
|
|
20,379
|
|
|
21,749
|
|
|
23,917
|
|
|
26,865
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
(1)
|
35,517
|
|
|
31,413
|
|
|
33,552
|
|
|
31,320
|
|
|
39,656
|
|
|
34,002
|
|
|
28,034
|
|
|
29,389
|
|
||||||||
Research and development
(1)
|
19,703
|
|
|
20,191
|
|
|
18,787
|
|
|
19,580
|
|
|
19,064
|
|
|
20,919
|
|
|
18,803
|
|
|
16,954
|
|
||||||||
General and administrative
(1)(2)
|
7,245
|
|
|
7,288
|
|
|
7,280
|
|
|
7,510
|
|
|
4,644
|
|
|
10,207
|
|
|
7,055
|
|
|
8,270
|
|
||||||||
Total operating expenses
|
62,465
|
|
|
58,892
|
|
|
59,619
|
|
|
58,410
|
|
|
63,364
|
|
|
65,128
|
|
|
53,892
|
|
|
54,613
|
|
||||||||
Loss from operations
|
(47,957
|
)
|
|
(43,642
|
)
|
|
(43,711
|
)
|
|
(40,471
|
)
|
|
(42,985
|
)
|
|
(43,379
|
)
|
|
(29,975
|
)
|
|
(27,748
|
)
|
||||||||
Other income (expense), net
(1)
|
82
|
|
|
243
|
|
|
(74
|
)
|
|
(647
|
)
|
|
(1,919
|
)
|
|
(2,898
|
)
|
|
(2,371
|
)
|
|
(1,786
|
)
|
||||||||
Loss before income taxes
|
(47,875
|
)
|
|
(43,399
|
)
|
|
(43,785
|
)
|
|
(41,118
|
)
|
|
(44,904
|
)
|
|
(46,277
|
)
|
|
(32,346
|
)
|
|
(29,534
|
)
|
||||||||
Provision for income taxes
|
103
|
|
|
94
|
|
|
99
|
|
|
89
|
|
|
603
|
|
|
107
|
|
|
199
|
|
|
339
|
|
||||||||
Net loss
|
$
|
(47,978
|
)
|
|
$
|
(43,493
|
)
|
|
$
|
(43,884
|
)
|
|
$
|
(41,207
|
)
|
|
$
|
(45,507
|
)
|
|
$
|
(46,384
|
)
|
|
$
|
(32,545
|
)
|
|
$
|
(29,873
|
)
|
(1)
|
Includes stock-based compensation expense as follows (in thousands):
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
||||||||||||||||
|
2017
|
|
2017
|
|
2017
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
2019
|
||||||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
15
|
|
|
$
|
55
|
|
|
$
|
74
|
|
|
$
|
75
|
|
Professional services and other
|
10
|
|
|
11
|
|
|
10
|
|
|
9
|
|
|
8
|
|
|
70
|
|
|
34
|
|
|
42
|
|
||||||||
Sales and marketing
|
590
|
|
|
462
|
|
|
453
|
|
|
340
|
|
|
305
|
|
|
3,744
|
|
|
1,441
|
|
|
1,897
|
|
||||||||
Research and development
|
522
|
|
|
595
|
|
|
628
|
|
|
566
|
|
|
483
|
|
|
2,993
|
|
|
1,630
|
|
|
1,413
|
|
||||||||
General and administrative
|
1,271
|
|
|
1,276
|
|
|
1,273
|
|
|
1,270
|
|
|
1,265
|
|
|
3,330
|
|
|
1,461
|
|
|
1,436
|
|
||||||||
Other expense (income), net
|
8
|
|
|
9
|
|
|
8
|
|
|
11
|
|
|
17
|
|
|
(26
|
)
|
|
14
|
|
|
25
|
|
||||||||
Total
|
$
|
2,412
|
|
|
$
|
2,365
|
|
|
$
|
2,385
|
|
|
$
|
2,208
|
|
|
$
|
2,093
|
|
|
$
|
10,166
|
|
|
$
|
4,654
|
|
|
$
|
4,888
|
|
(2)
|
Includes amortization of certain intangible assets as follows
(in thousands)
:
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
||||||||||||||||
|
2017
|
|
2017
|
|
2017
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
2019
|
||||||||||||||||
General and administrative
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
20
|
|
(3)
|
Includes reversals of contingent tax-related accruals as follows
(in thousands)
:
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
||||||||||||||||
|
2017
|
|
2017
|
|
2017
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
2019
|
||||||||||||||||
General and administrative
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,513
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
||||||||||||||||
|
2017
|
|
2017
|
|
2017
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
2019
|
||||||||||||||||
Billings (in thousands)
|
$
|
27,663
|
|
|
$
|
26,464
|
|
|
$
|
30,015
|
|
|
$
|
45,402
|
|
|
$
|
33,714
|
|
|
$
|
35,664
|
|
|
$
|
38,791
|
|
|
$
|
57,241
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Net cash used in operating activities
|
$
|
(144,144
|
)
|
|
$
|
(148,657
|
)
|
|
$
|
(131,367
|
)
|
Net cash used in investing activities
|
(12,144
|
)
|
|
(7,596
|
)
|
|
(7,976
|
)
|
|||
Net cash (used in) provided by financing activities
|
(3,466
|
)
|
|
149,100
|
|
|
254,335
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less Than 1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than 5 Years
|
|
Total
|
||||||||||
|
|
|
|
|
(in thousands)
|
|
|
|
|
||||||||||
Long-term debt
(1)
|
$
|
7,952
|
|
|
$
|
18,007
|
|
|
$
|
126,426
|
|
|
$
|
—
|
|
|
$
|
152,385
|
|
Operating lease obligations
(2)
|
7,162
|
|
|
4,829
|
|
|
2,257
|
|
|
4,799
|
|
|
19,047
|
|
|||||
Other obligations
(3)
|
20,144
|
|
|
22,867
|
|
|
486
|
|
|
—
|
|
|
43,497
|
|
|||||
Total contractual obligations
|
$
|
35,258
|
|
|
$
|
45,703
|
|
|
$
|
129,169
|
|
|
$
|
4,799
|
|
|
$
|
214,929
|
|
(1)
|
Includes interest payments of
$45.4 million
and a closing fee due at maturity of
$7.0 million
.
|
(2)
|
We lease our facilities under long-term operating leases, which expire at various dates through 2027.
|
(3)
|
Other obligations are associated with non-cancelable contracts primarily for cloud infrastructure services and software subscriptions, including Amazon Web Services. Obligations under contracts that we can cancel without a significant penalty have been excluded.
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, performance obligations are satisfied
|
•
|
Fair Value Per Share of Common Stock
. Because there was no public market for our common stock prior to the IPO, the board of directors determined the common stock fair value at the grant date by considering numerous objective and subjective factors, including contemporaneous valuations of our common stock, actual operating and financial performance, market conditions, and performance of comparable publicly traded companies, business developments, the likelihood of achieving a liquidity event, and transactions involving preferred and common stock, among other factors. Subsequent to the IPO, we determine the fair value of common stock as of each grant date using the market closing price of our Class B common stock on the date of grant.
|
•
|
Expected Term
. The expected term is determined using the simplified method, which is calculated as the midpoint of the option’s contractual term and vesting period. We use this method due to limited stock option exercise history. For the ESPP, the expected term is the beginning of the offering period to the end of each purchase period
.
|
•
|
Expected Volatility
. Since a public market for our common stock did not exist prior to the IPO and, therefore, we do not have a sufficient trading history of our common stock, expected volatility is estimated based on the volatility of similar publicly held companies over a period equivalent to the expected term of the awards.
|
•
|
Risk-free Interest Rate
. The risk-free interest rate is determined using U.S. Treasury rates with a similar term as the expected term of the option.
|
•
|
Expected Dividend Yield
. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero.
|
Index to Consolidated Financial Statements
|
|
|
|
|
Page
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Assets
|
|
|
|
|
|||
Current assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
61,972
|
|
|
$
|
176,973
|
|
Accounts receivable, net
|
35,484
|
|
|
48,421
|
|
||
Contract acquisition costs, net
|
9,661
|
|
|
10,425
|
|
||
Prepaid expenses and other current assets
|
6,144
|
|
|
10,935
|
|
||
Total current assets
|
113,261
|
|
|
246,754
|
|
||
Property and equipment, net
|
14,952
|
|
|
12,595
|
|
||
Contract acquisition costs, noncurrent, net
|
11,521
|
|
|
18,030
|
|
||
Intangible assets, net
|
3,026
|
|
|
4,415
|
|
||
Goodwill
|
9,478
|
|
|
9,478
|
|
||
Other assets
|
3,117
|
|
|
1,360
|
|
||
Total assets
|
$
|
155,355
|
|
|
$
|
292,632
|
|
Liabilities, convertible preferred stock and stockholders' (deficit) equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
12,121
|
|
|
$
|
2,609
|
|
Accrued expenses and other current liabilities
|
49,428
|
|
|
48,139
|
|
||
Deferred revenue
|
66,712
|
|
|
88,959
|
|
||
Total current liabilities
|
128,261
|
|
|
139,707
|
|
||
Deferred revenue, noncurrent
|
4,244
|
|
|
4,943
|
|
||
Other liabilities, noncurrent
|
5,324
|
|
|
6,210
|
|
||
Long-term debt
|
46,332
|
|
|
97,245
|
|
||
Total liabilities
|
184,161
|
|
|
248,105
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Convertible preferred stock, $0.001 par value per share; 15,328 and no shares authorized as of January 31, 2018 and 2019, respectively; 14,099 and no shares issued and outstanding as of January 31, 2018 and 2019, respectively
|
693,158
|
|
|
—
|
|
||
Stockholders' (deficit) equity:
|
|
|
|
||||
Preferred stock, $0.001 par value per share; no and 10,000 shares authorized as of January 31, 2018 and 2019, respectively; no shares issued and outstanding as of January 31, 2018 and 2019
|
—
|
|
|
—
|
|
||
Class A common stock, $0.001 par value per share; 3,700 shares authorized as of January 31, 2018 and 2019; no and 3,264 shares issued and outstanding as of January 31, 2018 and 2019, respectively
|
—
|
|
|
3
|
|
||
Class B common stock, $0.001 par value per share; 21,200 and 500,000 shares authorized as of January 31, 2018 and 2019, respectively; 1,639 and 23,435 shares issued and outstanding as of January 31, 2018 and 2019, respectively
|
2
|
|
|
23
|
|
||
Additional paid-in capital
|
35,301
|
|
|
956,145
|
|
||
Accumulated other comprehensive income
|
506
|
|
|
438
|
|
||
Accumulated deficit
|
(757,773
|
)
|
|
(912,082
|
)
|
||
Total stockholders' (deficit) equity
|
(721,964
|
)
|
|
44,527
|
|
||
Total liabilities and stockholders' (deficit) equity
|
$
|
155,355
|
|
|
$
|
292,632
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
58,664
|
|
|
$
|
87,463
|
|
|
$
|
117,157
|
|
Professional services and other
|
15,876
|
|
|
21,061
|
|
|
25,307
|
|
|||
Total revenue
|
74,540
|
|
|
108,524
|
|
|
142,464
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription
|
21,486
|
|
|
32,427
|
|
|
32,781
|
|
|||
Professional services and other
|
11,709
|
|
|
12,492
|
|
|
16,773
|
|
|||
Total cost of revenue
|
33,195
|
|
|
44,919
|
|
|
49,554
|
|
|||
Gross profit
|
41,345
|
|
|
63,605
|
|
|
92,910
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
118,935
|
|
|
131,802
|
|
|
131,081
|
|
|||
Research and development
|
76,164
|
|
|
78,261
|
|
|
75,740
|
|
|||
General and administrative
|
29,106
|
|
|
29,323
|
|
|
30,176
|
|
|||
Total operating expenses
|
224,205
|
|
|
239,386
|
|
|
236,997
|
|
|||
Loss from operations
|
(182,860
|
)
|
|
(175,781
|
)
|
|
(144,087
|
)
|
|||
Other income (expense), net
|
513
|
|
|
(396
|
)
|
|
(8,974
|
)
|
|||
Loss before income taxes
|
(182,347
|
)
|
|
(176,177
|
)
|
|
(153,061
|
)
|
|||
Provision for income taxes
|
773
|
|
|
385
|
|
|
1,248
|
|
|||
Net loss
|
$
|
(183,120
|
)
|
|
$
|
(176,562
|
)
|
|
$
|
(154,309
|
)
|
Net loss per share, basic and diluted
|
$
|
(124.90
|
)
|
|
$
|
(110.70
|
)
|
|
$
|
(9.43
|
)
|
Weighted-average number of shares used in
computing net loss per share, basic and diluted |
1,466
|
|
|
1,595
|
|
|
16,358
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
Net loss
|
$
|
(183,120
|
)
|
|
$
|
(176,562
|
)
|
|
$
|
(154,309
|
)
|
Foreign currency translation adjustments
|
112
|
|
|
176
|
|
|
(68
|
)
|
|||
Comprehensive loss
|
$
|
(183,008
|
)
|
|
$
|
(176,386
|
)
|
|
$
|
(154,377
|
)
|
|
|
|
|
|
|
|
|
|
|
Stockholders' (Deficit) Equity
|
|||||||||||||||||||||||||||
|
Convertible Preferred Stock
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive Income |
|
Accumulated
Deficit |
|
Total
Stockholders' (Deficit) Equity |
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||||||||
Balance as of February 1, 2016
|
13,288,510
|
|
|
$
|
594,187
|
|
|
|
—
|
|
|
$
|
—
|
|
|
1,417,691
|
|
|
$
|
1
|
|
|
$
|
14,610
|
|
|
$
|
218
|
|
|
$
|
(398,091
|
)
|
|
$
|
(383,262
|
)
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
113,546
|
|
|
1
|
|
|
747
|
|
|
—
|
|
|
—
|
|
|
748
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,326
|
|
|
—
|
|
|
—
|
|
|
9,326
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
112
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183,120
|
)
|
|
(183,120
|
)
|
|||||||
Balance as of January 31, 2017
|
13,288,510
|
|
|
594,187
|
|
|
|
—
|
|
|
—
|
|
|
1,531,237
|
|
|
2
|
|
|
24,683
|
|
|
330
|
|
|
(581,211
|
)
|
|
(556,196
|
)
|
|||||||
Issuance of Series D-2 convertible preferred stock, net of issuance costs of $3,529
|
810,427
|
|
|
98,971
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
111,688
|
|
|
—
|
|
|
1,338
|
|
|
—
|
|
|
—
|
|
|
1,338
|
|
|||||||
Repurchase of Class B common stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(4,277
|
)
|
|
—
|
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,334
|
|
|
—
|
|
|
—
|
|
|
9,334
|
|
|||||||
Class B common stock warrant
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
176
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176,562
|
)
|
|
(176,562
|
)
|
|||||||
Balance as of January 31, 2018
|
14,098,937
|
|
|
693,158
|
|
|
|
—
|
|
|
—
|
|
|
1,638,648
|
|
|
2
|
|
|
35,301
|
|
|
506
|
|
|
(757,773
|
)
|
|
(721,964
|
)
|
|||||||
Initial public offering, net of offering costs of $4,091
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
10,580,000
|
|
|
10
|
|
|
202,526
|
|
|
—
|
|
|
—
|
|
|
202,536
|
|
|||||||
Conversion of convertible preferred stock
|
(14,098,937
|
)
|
|
(693,158
|
)
|
|
|
3,263,659
|
|
|
3
|
|
|
10,835,278
|
|
|
11
|
|
|
693,144
|
|
|
—
|
|
|
—
|
|
|
693,158
|
|
|||||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
12,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
367,991
|
|
|
—
|
|
|
2,250
|
|
|
—
|
|
|
—
|
|
|
2,250
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,291
|
|
|
—
|
|
|
—
|
|
|
22,291
|
|
|||||||
Common stock warrants
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
633
|
|
|
—
|
|
|
—
|
|
|
633
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
(68
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154,309
|
)
|
|
(154,309
|
)
|
|||||||
Balance as of January 31, 2019
|
—
|
|
|
$
|
—
|
|
|
|
3,263,659
|
|
|
$
|
3
|
|
|
23,434,542
|
|
|
$
|
23
|
|
|
$
|
956,145
|
|
|
$
|
438
|
|
|
$
|
(912,082
|
)
|
|
$
|
44,527
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(183,120
|
)
|
|
$
|
(176,562
|
)
|
|
$
|
(154,309
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
4,895
|
|
|
8,051
|
|
|
8,573
|
|
|||
Amortization of intangible assets
|
304
|
|
|
80
|
|
|
214
|
|
|||
Amortization of contract acquisition costs
|
7,782
|
|
|
9,014
|
|
|
8,168
|
|
|||
Stock-based compensation expense
|
9,343
|
|
|
9,370
|
|
|
21,801
|
|
|||
Reversal of contingent tax-related accrual
|
—
|
|
|
—
|
|
|
(3,513
|
)
|
|||
Capitalized interest
|
—
|
|
|
202
|
|
|
2,293
|
|
|||
Remeasurement of warrant liability
|
—
|
|
|
(28
|
)
|
|
(56
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(2,802
|
)
|
|
(13,186
|
)
|
|
(12,937
|
)
|
|||
Contract acquisition costs
|
(11,742
|
)
|
|
(17,160
|
)
|
|
(15,677
|
)
|
|||
Prepaid expenses and other
|
(826
|
)
|
|
(1,610
|
)
|
|
(4,824
|
)
|
|||
Accounts payable
|
4,537
|
|
|
3,250
|
|
|
(8,651
|
)
|
|||
Accrued expenses and other liabilities
|
9,613
|
|
|
8,902
|
|
|
4,605
|
|
|||
Deferred revenue
|
17,872
|
|
|
21,020
|
|
|
22,946
|
|
|||
Net cash used in operating activities
|
(144,144
|
)
|
|
(148,657
|
)
|
|
(131,367
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(11,644
|
)
|
|
(7,281
|
)
|
|
(6,373
|
)
|
|||
Purchases of intangible assets
|
—
|
|
|
(315
|
)
|
|
(1,603
|
)
|
|||
Issuance of note receivable
|
(500
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(12,144
|
)
|
|
(7,596
|
)
|
|
(7,976
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from initial public offering, net of underwriting discounts and commissions
|
—
|
|
|
—
|
|
|
206,627
|
|
|||
Payments of costs related to initial public offering
|
—
|
|
|
(38
|
)
|
|
(4,053
|
)
|
|||
Proceeds from issuance of convertible preferred stock, net of issuance costs
|
(4,060
|
)
|
|
99,058
|
|
|
(87
|
)
|
|||
Debt proceeds, net of issuance costs
|
(112
|
)
|
|
48,900
|
|
|
49,642
|
|
|||
Proceeds from exercise of stock options
|
748
|
|
|
1,338
|
|
|
2,250
|
|
|||
Repurchases of common stock
|
—
|
|
|
(121
|
)
|
|
—
|
|
|||
Principal payments on capital lease obligations
|
(42
|
)
|
|
(37
|
)
|
|
(44
|
)
|
|||
Net cash (used in) provided by financing activities
|
(3,466
|
)
|
|
149,100
|
|
|
254,335
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
118
|
|
|
141
|
|
|
9
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(159,636
|
)
|
|
(7,012
|
)
|
|
115,001
|
|
|||
Cash and cash equivalents at beginning of period
|
228,620
|
|
|
68,984
|
|
|
61,972
|
|
|||
Cash and cash equivalents at end of period
|
$
|
68,984
|
|
|
$
|
61,972
|
|
|
$
|
176,973
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
212
|
|
|
$
|
499
|
|
|
$
|
822
|
|
Cash paid for interest
|
$
|
26
|
|
|
$
|
314
|
|
|
$
|
6,903
|
|
Non-cash investing and financing activities
|
|
|
|
|
|
||||||
Stock-based compensation capitalized as internal-use software
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
528
|
|
Debt issuance costs in accounts payable, accrued liabilities and other liabilities, noncurrent
|
$
|
—
|
|
|
$
|
2,726
|
|
|
$
|
1,993
|
|
Deferred initial public offering costs in accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
1,675
|
|
|
$
|
—
|
|
Issuance of warrants in connection with credit facility
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
673
|
|
Convertible preferred stock issuance costs in accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
—
|
|
Conversion of convertible preferred stock to common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
693,158
|
|
Beginning balance
|
$
|
771
|
|
Additions
|
3,519
|
|
|
Write-offs
|
(2,710
|
)
|
|
Balance as of January 31, 2017
|
1,580
|
|
|
Additions
|
5,003
|
|
|
Write-offs
|
(3,664
|
)
|
|
Balance as of January 31, 2018
|
2,919
|
|
|
Additions
|
5,033
|
|
|
Write-offs
|
(4,565
|
)
|
|
Balance as of January 31, 2019
|
$
|
3,387
|
|
Computer equipment and software
|
2-3 years
|
Furniture, vehicles and office equipment
|
3 years
|
Leasehold improvements
|
Shorter of remaining lease term or estimated useful life
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, performance obligations are satisfied
|
•
|
Fair Value Per Share of Common Stock
. Because there was no public market for the Company's common stock prior to the IPO, the board of directors determined the common stock fair value at the grant date by considering numerous objective and subjective factors, including contemporaneous valuations of the Company’s common stock, actual operating and financial performance, market conditions, and performance of comparable publicly traded companies, business developments, the likelihood of achieving a liquidity event, and transactions involving preferred and common stock, among other factors. Subsequent to the IPO, the Company determines the fair value of common stock as of each grant date using the market closing price of the Company's Class B common stock on the date of grant.
|
•
|
Expected Term
. The expected term is determined using the simplified method, which is calculated as the midpoint of the option’s contractual term and vesting period. The Company uses this method due to limited stock option exercise history. For the ESPP, the expected term is the beginning of the offering period to the end of each purchase period.
|
•
|
Expected Volatility
. Since a public market for the Company's common stock did not exist prior to the IPO and, therefore, the Company does not have sufficient trading history of its common stock, expected volatility is estimated based on the volatility of similar publicly held companies over a period equivalent to the expected term of the awards.
|
•
|
Risk-free Interest Rate
. The risk-free interest rate is determined using U.S. Treasury rates with a similar term as the expected term of the option.
|
•
|
Expected Dividend Yield
. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero.
|
•
|
Level 1: Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3: Unobservable inputs reflecting management's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
|
January 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
15,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,210
|
|
Financial liability:
|
|
|
|
|
|
|
|
||||||||
Series D-2 convertible preferred stock warrants
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229
|
|
|
$
|
229
|
|
|
January 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
170,998
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170,998
|
|
Balance as of January 31, 2017
|
$
|
—
|
|
Issuance of convertible preferred stock warrants
|
257
|
|
|
Decrease in fair value of convertible preferred stock warrants
|
(28
|
)
|
|
Balance as of January 31, 2018
|
229
|
|
|
Decrease in fair value of convertible preferred stock warrants
|
(16
|
)
|
|
Write-off of convertible preferred stock warrant liability due to conversion to warrants on Class B common stock
|
(213
|
)
|
|
Issuance of Class B common stock warrants
|
166
|
|
|
Decrease in fair value of Class B common stock warrants
|
(40
|
)
|
|
Reclassification to additional paid-in capital of Class B common stock warrant liability due to resolution of contingency
|
(126
|
)
|
|
Balance as of January 31, 2019
|
$
|
—
|
|
|
January 31,
|
||
|
2018
|
|
2019
|
Expected stock price volatility
|
45%
|
|
42% - 44%
|
Expected term
|
2.6 years
|
|
2.6 - 3.0 years
|
Risk-free interest rate
|
2.72%
|
|
2.54% - 2.60%
|
Expected dividend yield
|
—
|
|
—
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Computer equipment and software
|
$
|
16,201
|
|
|
$
|
16,575
|
|
Capitalized internal-use software development costs
|
11,823
|
|
|
18,140
|
|
||
Leasehold improvements
|
3,558
|
|
|
2,849
|
|
||
Furniture, vehicles and office equipment
|
2,430
|
|
|
2,537
|
|
||
|
34,012
|
|
|
40,101
|
|
||
Less accumulated depreciation and amortization
|
(19,060
|
)
|
|
(27,506
|
)
|
||
|
$
|
14,952
|
|
|
$
|
12,595
|
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Intellectual property excluding patents
|
$
|
2,289
|
|
|
$
|
2,289
|
|
Software licenses
|
—
|
|
|
1,603
|
|
||
Patents
|
950
|
|
|
950
|
|
||
|
3,239
|
|
|
4,842
|
|
||
Less accumulated amortization
|
(213
|
)
|
|
(427
|
)
|
||
|
$
|
3,026
|
|
|
$
|
4,415
|
|
Year Ending January 31,
|
|
||
2020
|
$
|
614
|
|
2021
|
614
|
|
|
2022
|
481
|
|
|
2023
|
80
|
|
|
2024
|
80
|
|
|
Thereafter
|
257
|
|
|
|
$
|
2,126
|
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Accrued payroll taxes
|
$
|
13,925
|
|
|
$
|
12,251
|
|
Accrued expenses
|
11,677
|
|
|
8,688
|
|
||
Accrued commissions
|
6,120
|
|
|
6,495
|
|
||
Accrued benefits
|
6,005
|
|
|
6,142
|
|
||
Accrued bonus
|
7,200
|
|
|
5,338
|
|
||
Employee stock purchase plan liability
|
—
|
|
|
3,848
|
|
||
Sales and other taxes payable
|
966
|
|
|
1,409
|
|
||
Other accrued liabilities
|
3,535
|
|
|
3,968
|
|
||
|
$
|
49,428
|
|
|
$
|
48,139
|
|
Beginning balance at February 1, 2016 (reflects cumulative effect adjustment from adoption of ASU 2014-09)
|
|
|
$
|
32,064
|
|
||
Revenue recognized that was included in the deferred revenue balance at the beginning of the period:
|
|
|
|
||||
Subscription
|
$
|
(26,964
|
)
|
|
|
||
Professional services and other
|
(4,664
|
)
|
|
|
|||
Total
|
|
|
(31,628
|
)
|
|||
Increase due to billings excluding amounts recognized as revenue during the period
|
|
|
49,500
|
|
|||
Balance as of January 31, 2017
|
|
|
49,936
|
|
|||
Revenue recognized that was included in the deferred revenue balance at the beginning of the period:
|
|
|
|
||||
Subscription
|
$
|
(42,383
|
)
|
|
|
||
Professional services and other
|
(6,079
|
)
|
|
|
|||
Total
|
|
|
(48,462
|
)
|
|||
Increase due to billings excluding amounts recognized as revenue during the period
|
|
|
69,482
|
|
|||
Balance as of January 31, 2018
|
|
|
70,956
|
|
|||
Revenue recognized that was included in the deferred revenue balance at the beginning of the period:
|
|
|
|
||||
Subscription
|
$
|
(61,283
|
)
|
|
|
||
Professional services and other
|
(4,991
|
)
|
|
|
|||
Total
|
|
|
(66,274
|
)
|
|||
Increase due to billings excluding amounts recognized as revenue during the period
|
|
|
89,220
|
|
|||
Balance as of January 31, 2019
|
|
|
$
|
93,902
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
United States
|
$
|
64,144
|
|
|
$
|
88,748
|
|
|
$
|
110,181
|
|
Outside the United States
|
10,396
|
|
|
19,776
|
|
|
32,283
|
|
|||
Total
|
$
|
74,540
|
|
|
$
|
108,524
|
|
|
$
|
142,464
|
|
Percentage of revenue by geographic area:
|
|
|
|
|
|
||||||
United States
|
86
|
%
|
|
82
|
%
|
|
77
|
%
|
|||
Outside the United States
|
14
|
%
|
|
18
|
%
|
|
23
|
%
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Principal
|
$
|
50,201
|
|
|
$
|
102,494
|
|
Less: unamortized debt issuance costs
|
(3,869
|
)
|
|
(5,249
|
)
|
||
Net carrying amount
|
$
|
46,332
|
|
|
$
|
97,245
|
|
|
Total
Payments |
|
Expected Sublease Income
|
|
Net
Payments |
||||||
Year Ending January 31:
|
|
|
|
|
|
||||||
2020
|
$
|
7,162
|
|
|
$
|
(449
|
)
|
|
$
|
6,713
|
|
2021
|
3,258
|
|
|
(706
|
)
|
|
2,552
|
|
|||
2022
|
1,571
|
|
|
(619
|
)
|
|
952
|
|
|||
2023
|
1,113
|
|
|
(338
|
)
|
|
775
|
|
|||
2024
|
1,144
|
|
|
—
|
|
|
1,144
|
|
|||
Thereafter
|
4,799
|
|
|
—
|
|
|
4,799
|
|
|||
|
$
|
19,047
|
|
|
$
|
(2,112
|
)
|
|
$
|
16,935
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
46
|
|
|
$
|
48
|
|
|
$
|
219
|
|
Professional services and other
|
45
|
|
|
40
|
|
|
154
|
|
|||
Sales and marketing
|
1,930
|
|
|
1,845
|
|
|
7,387
|
|
|||
Research and development
|
2,206
|
|
|
2,311
|
|
|
6,519
|
|
|||
General and administrative
|
5,099
|
|
|
5,090
|
|
|
7,492
|
|
|||
Interest expense
|
17
|
|
|
36
|
|
|
30
|
|
|||
Total
|
$
|
9,343
|
|
|
$
|
9,370
|
|
|
$
|
21,801
|
|
|
Year Ended January 31,
|
||
|
2017
|
|
2018
|
Expected stock price volatility
|
48 %
|
|
47 %
|
Expected term
|
6 years
|
|
6 years
|
Risk-free interest rate
|
1.28% - 1.42%
|
|
1.83 %
|
Expected dividend yield
|
—
|
|
—
|
Fair value of common stock
|
$27.60
|
|
$28.20
|
|
Shares
Subject to Outstanding Options
|
|
Weighted- Average Exercise
Price per Share
|
|
Weighted-Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding as of January 31, 2016
|
2,312,633
|
|
|
$
|
20.20
|
|
|
8.0
|
|
$
|
59,509
|
|
Granted
|
399,239
|
|
|
27.60
|
|
|
|
|
|
|||
Exercised
|
(113,546
|
)
|
|
6.58
|
|
|
|
|
|
|||
Forfeited
|
(45,702
|
)
|
|
33.64
|
|
|
|
|
|
|||
Expired
|
(10,599
|
)
|
|
22.21
|
|
|
|
|
|
|||
Outstanding as of January 31, 2017
|
2,542,025
|
|
|
21.72
|
|
|
7.3
|
|
19,377
|
|
||
Granted
|
161,715
|
|
|
28.20
|
|
|
|
|
|
|||
Exercised
|
(111,688
|
)
|
|
12.00
|
|
|
|
|
|
|||
Forfeited
|
(102,828
|
)
|
|
35.79
|
|
|
|
|
|
|||
Expired
|
(23,982
|
)
|
|
31.63
|
|
|
|
|
|
|||
Outstanding as of January 31, 2018
|
2,465,242
|
|
|
21.90
|
|
|
6.4
|
|
12,185
|
|
||
Exercised
|
(367,991
|
)
|
|
6.09
|
|
|
|
|
|
|||
Forfeited
|
(101,782
|
)
|
|
30.69
|
|
|
|
|
|
|||
Expired
|
(139,130
|
)
|
|
34.06
|
|
|
|
|
|
|||
Outstanding as of January 31, 2019
|
1,856,339
|
|
|
$
|
23.64
|
|
|
5.6
|
|
$
|
8,443
|
|
Vested and exercisable at January 31, 2019
|
1,709,661
|
|
|
$
|
23.20
|
|
|
5.4
|
|
$
|
8,443
|
|
|
Number of Shares
|
|
Weighted- Average Grant Date Fair Value
|
|||
Outstanding as of January 31, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
33,666
|
|
|
27.60
|
|
|
Outstanding as of January 31, 2017
|
33,666
|
|
|
27.60
|
|
|
Granted
|
988,601
|
|
|
23.40
|
|
|
Canceled
|
(21,041
|
)
|
|
27.60
|
|
|
Outstanding as of January 31, 2018
|
1,001,226
|
|
|
23.40
|
|
|
Granted
|
1,743,393
|
|
|
18.06
|
|
|
Vested
|
(12,625
|
)
|
|
27.60
|
|
|
Canceled
|
(403,872
|
)
|
|
21.29
|
|
|
Outstanding as of January 31, 2019
|
2,328,122
|
|
|
$
|
19.77
|
|
Expected stock price volatility
|
31% - 36%
|
Expected term
|
0.75 - 2.25 years
|
Risk-free interest rate
|
2.22% - 2.54%
|
Expected dividend yield
|
–
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
Current income provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
89
|
|
|
3
|
|
|
9
|
|
|||
Foreign
|
443
|
|
|
233
|
|
|
1,137
|
|
|||
|
532
|
|
|
236
|
|
|
1,146
|
|
|||
Deferred income tax provision:
|
|
|
|
|
|
||||||
Federal
|
45
|
|
|
(32
|
)
|
|
(125
|
)
|
|||
State
|
8
|
|
|
12
|
|
|
(39
|
)
|
|||
Foreign
|
188
|
|
|
169
|
|
|
266
|
|
|||
|
241
|
|
|
149
|
|
|
102
|
|
|||
Provision for income taxes
|
$
|
773
|
|
|
$
|
385
|
|
|
$
|
1,248
|
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
Tax benefit at U.S. federal statutory rate (1)
|
$
|
(61,998
|
)
|
|
$
|
(57,992
|
)
|
|
$
|
(32,143
|
)
|
State income taxes, net of federal tax benefit
|
(10,841
|
)
|
|
(11,679
|
)
|
|
(10,114
|
)
|
|||
Non-deductible expenses
|
1,522
|
|
|
1,095
|
|
|
997
|
|
|||
Foreign taxes
|
37
|
|
|
48
|
|
|
697
|
|
|||
Stock-based compensation
|
1,081
|
|
|
896
|
|
|
1,469
|
|
|||
Research and development credits
|
(1,784
|
)
|
|
(2,516
|
)
|
|
(2,618
|
)
|
|||
Change in valuation allowance
|
72,769
|
|
|
(15,199
|
)
|
|
42,975
|
|
|||
Deferred tax effect of Tax Act rate change
|
—
|
|
|
85,725
|
|
|
—
|
|
|||
Other
|
(13
|
)
|
|
7
|
|
|
(15
|
)
|
|||
Provision for income taxes
|
$
|
773
|
|
|
$
|
385
|
|
|
$
|
1,248
|
|
(1)
|
The statutory tax rates used in this analysis were
34%
,
33%
and
21%
for the
years ended January 31, 2017, 2018 and 2019
, respectively. The rate used for the year ended
January 31, 2018
takes into account the number of days in the fiscal year after the Tax Cuts and Jobs Act was enacted where the statutory rate decreased to
21%
.
|
|
As of January 31,
|
||||||
|
2018
|
|
2019
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
186,299
|
|
|
$
|
223,765
|
|
Stock based compensation
|
6,892
|
|
|
9,784
|
|
||
Accruals and other reserves
|
5,821
|
|
|
4,222
|
|
||
Research and development credit carryforwards
|
9,615
|
|
|
12,729
|
|
||
Other
|
1,871
|
|
|
5,229
|
|
||
Gross deferred tax assets
|
210,498
|
|
|
255,729
|
|
||
Valuation allowance
|
(203,704
|
)
|
|
(246,679
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
6,794
|
|
|
9,050
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Contract acquisition costs
|
(5,132
|
)
|
|
(6,987
|
)
|
||
Capitalized software
|
(1,929
|
)
|
|
(2,581
|
)
|
||
Basis difference in intangible assets
|
(471
|
)
|
|
(297
|
)
|
||
Total deferred tax liabilities
|
(7,532
|
)
|
|
(9,865
|
)
|
||
Net deferred tax liabilities
|
$
|
(738
|
)
|
|
$
|
(815
|
)
|
|
Year Ended January 31,
|
||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||
Beginning balance
|
$
|
2,055
|
|
|
$
|
2,737
|
|
|
$
|
3,637
|
|
(Decrease) increase in unrecognized tax benefits taken in prior years
|
(27
|
)
|
|
675
|
|
|
872
|
|
|||
Increase in unrecognized tax benefits related to current year
|
709
|
|
|
225
|
|
|
49
|
|
|||
|
$
|
2,737
|
|
|
$
|
3,637
|
|
|
$
|
4,558
|
|
|
Year Ended January 31,
|
||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
—
|
|
|
$
|
(183,120
|
)
|
|
$
|
—
|
|
|
$
|
(176,562
|
)
|
|
$
|
(18,305
|
)
|
|
$
|
(136,004
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average number of shares used in computing net loss per share, basic and diluted
|
—
|
|
|
1,466
|
|
|
—
|
|
|
1,595
|
|
|
1,941
|
|
|
14,417
|
|
||||||
Net loss per share, basic and diluted
|
$
|
—
|
|
|
$
|
(124.90
|
)
|
|
$
|
—
|
|
|
$
|
(110.70
|
)
|
|
$
|
(9.43
|
)
|
|
$
|
(9.43
|
)
|
|
Year Ended January 31,
|
|||||||
|
2017
|
|
2018
|
|
2019
|
|||
Convertible preferred stock on an if-converted basis
|
13,288,510
|
|
|
13,938,953
|
|
|
5,716,829
|
|
Options to purchase common stock
|
676,467
|
|
|
553,581
|
|
|
469,936
|
|
Restricted stock units
|
—
|
|
|
—
|
|
|
310,811
|
|
Common stock warrants
|
3,179
|
|
|
3,023
|
|
|
4,357
|
|
|
13,968,156
|
|
|
14,495,557
|
|
|
6,501,933
|
|
|
|
|
DOMO, INC.
|
|
|
|
|
|
|
Date: April 12, 2019
|
|
|
By:
|
/s/ Joshua G. James
|
|
|
|
|
Joshua G. James
|
|
|
|
|
Founder and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date: April 12, 2019
|
|
|
By:
|
/s/ Bruce Felt
|
|
|
|
|
Bruce Felt
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
/s/ Joshua G. James
|
|
Chief Executive Officer and Director
( Principal Executive Officer ) |
|
April 12, 2019
|
Joshua G. James
|
|
|||
|
|
|
|
|
/s/ Bruce Felt
|
|
Chief Financial Officer
( Principal Accounting and Financial Officer ) |
|
April 12, 2019
|
Bruce Felt
|
|
|||
|
|
|
|
|
/s/ Fraser Bullock
|
|
Director
|
|
April 12, 2019
|
Fraser Bullock
|
|
|||
|
|
|
|
|
/s/ Carine S. Clark
|
|
Director
|
|
April 12, 2019
|
Carine S. Clark
|
|
|||
|
|
|
|
|
/s/ Dana Evan
|
|
Director
|
|
April 12, 2019
|
Dana Evan
|
|
|||
|
|
|
|
|
/s/ Mark Gorenberg
|
|
Director
|
|
April 12, 2019
|
Mark Gorenberg
|
|
|||
|
|
|
|
|
/s/ Nehal Raj
|
|
Director
|
|
April 12, 2019
|
Nehal Raj
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Date
|
|
Filed Herewith
|
3.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
4.1
|
|
|
S-1
|
|
333-225348
|
|
4.1
|
|
June 18, 2018
|
|
|
|
4.2
|
|
|
S-1
|
|
333-225348
|
|
4.2
|
|
June 1, 2018
|
|
|
|
4.3
|
|
|
S-1
|
|
333-225348
|
|
4.4
|
|
June 1, 2018
|
|
|
|
4.4
|
|
|
8-K
|
|
001-38553
|
|
4.1
|
|
January 7, 2019
|
|
|
|
10.1+
|
|
|
S-1
|
|
333-225348
|
|
10.1
|
|
June 18, 2018
|
|
|
|
10.2+
|
|
|
S-1
|
|
333-225348
|
|
10.2
|
|
June 1, 2018
|
|
|
|
10.3+
|
|
|
S-1
|
|
333-225348
|
|
10.3
|
|
June 1, 2018
|
|
|
|
10.4+
|
|
|
S-1
|
|
333-225348
|
|
10.4
|
|
June 18, 2018
|
|
|
|
10.5+
|
|
|
S-1
|
|
333-225348
|
|
10.5
|
|
June 18, 2018
|
|
|
|
10.6+
|
|
|
S-1
|
|
333-225348
|
|
10.6
|
|
June 18, 2018
|
|
|
|
10.7
|
|
|
S-1
|
|
333-225348
|
|
10.7
|
|
June 1, 2018
|
|
|
|
10.8
|
|
|
S-1
|
|
333-225348
|
|
10.8
|
|
June 1, 2018
|
|
|
|
10.9
|
|
|
8-K
|
|
001-38553
|
|
10.1
|
|
January 7, 2019
|
|
|
|
10.10+
|
|
|
S-1
|
|
333-225348
|
|
10.9
|
|
June 18, 2018
|
|
|
|
10.11+
|
|
|
S-1
|
|
333-225348
|
|
10.10
|
|
June 18, 2018
|
|
|
|
10.12
|
|
|
S-1
|
|
333-225348
|
|
10.11
|
|
June 1, 2018
|
|
|
|
10.13+
|
|
|
S-1
|
|
333-225348
|
|
10.12
|
|
June 18, 2018
|
|
|
|
10.14+
|
|
|
S-1
|
|
333-225348
|
|
10.13
|
|
June 18, 2018
|
|
|
|
10.15+
|
|
|
S-1
|
|
333-225348
|
|
10.14
|
|
June 18, 2018
|
|
|
|
21.1
|
|
|
S-1
|
|
333-225348
|
|
21.1
|
|
June 1, 2018
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Linkbase 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
|
+
|
Indicates a management contract or compensatory plan.
|
*
|
The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Domo, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
|
DOMO, INC.
|
|
By:
|
/s/ Joshua G. James
|
Name:
|
Joshua G. James
|
Title:
|
Chief Executive Officer
|
|
|
Page
|
||
|
|
|
||
ARTICLE I - CORPORATE OFFICES
|
1
|
|
||
1.1
|
|
REGISTERED OFFICE
|
1
|
|
1.2
|
|
OTHER OFFICES
|
1
|
|
ARTICLE II - MEETINGS OF STOCKHOLDERS
|
1
|
|
||
2.1
|
|
PLACE OF MEETINGS
|
1
|
|
2.2
|
|
ANNUAL MEETING
|
1
|
|
2.3
|
|
SPECIAL MEETING
|
1
|
|
2.4
|
|
ADVANCE NOTICE PROCEDURES
|
2
|
|
2.5
|
|
NOTICE OF STOCKHOLDERS’ MEETINGS
|
6
|
|
2.6
|
|
QUORUM
|
6
|
|
2.7
|
|
ADJOURNED MEETING; NOTICE
|
7
|
|
2.8
|
|
CONDUCT OF BUSINESS
|
7
|
|
2.9
|
|
VOTING
|
7
|
|
2.10
|
|
STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|
8
|
|
2.11
|
|
RECORD DATES
|
8
|
|
2.12
|
|
PROXIES
|
8
|
|
2.13
|
|
LIST OF STOCKHOLDERS ENTITLED TO VOTE
|
9
|
|
2.14
|
|
INSPECTORS OF ELECTION
|
9
|
|
ARTICLE III - DIRECTORS
|
9
|
|
||
3.1
|
|
POWERS
|
9
|
|
3.2
|
|
NUMBER OF DIRECTORS
|
9
|
|
3.3
|
|
ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
|
10
|
|
3.4
|
|
RESIGNATION AND VACANCIES
|
10
|
|
3.5
|
|
PLACE OF MEETINGS; MEETINGS BY TELEPHONE
|
10
|
|
3.6
|
|
REGULAR MEETINGS
|
11
|
|
3.7
|
|
SPECIAL MEETINGS; NOTICE
|
11
|
|
3.8
|
|
QUORUM; VOTING
|
11
|
|
3.9
|
|
BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|
11
|
|
3.10
|
|
FEES AND COMPENSATION OF DIRECTORS
|
12
|
|
3.11
|
|
REMOVAL OF DIRECTORS
|
12
|
|
ARTICLE IV - COMMITTEES
|
12
|
|
||
4.1
|
|
COMMITTEES OF DIRECTORS
|
12
|
|
4.2
|
|
COMMITTEE MINUTES
|
13
|
|
4.3
|
|
MEETINGS AND ACTION OF COMMITTEES
|
13
|
|
4.4
|
|
SUBCOMMITTEES
|
13
|
|
ARTICLE V - OFFICERS
|
13
|
|
||
5.1
|
|
OFFICERS
|
13
|
|
5.2
|
|
APPOINTMENT OF OFFICERS
|
14
|
|
5.3
|
|
SUBORDINATE OFFICERS
|
14
|
|
5.4
|
|
REMOVAL AND RESIGNATION OF OFFICERS
|
14
|
|
5.5
|
|
VACANCIES IN OFFICES
|
14
|
|
5.6
|
|
REPRESENTATION OF SECURITIES OF OTHER ENTITIES
|
14
|
|
5.7
|
|
AUTHORITY AND DUTIES OF OFFICERS
|
14
|
|
ARTICLE VI - STOCK
|
15
|
|
||
6.1
|
|
STOCK CERTIFICATES; PARTLY PAID SHARES
|
15
|
|
6.2
|
|
SPECIAL DESIGNATION ON CERTIFICATES
|
15
|
|
6.3
|
|
LOST CERTIFICATES
|
16
|
|
6.4
|
|
DIVIDENDS
|
16
|
|
6.5
|
|
TRANSFER OF STOCK
|
16
|
|
6.6
|
|
STOCK TRANSFER AGREEMENTS
|
16
|
|
6.7
|
|
REGISTERED STOCKHOLDERS
|
16
|
|
ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER
|
17
|
|
||
7.1
|
|
NOTICE OF STOCKHOLDERS’ MEETINGS
|
17
|
|
7.2
|
|
NOTICE BY ELECTRONIC TRANSMISSION
|
17
|
|
7.3
|
|
NOTICE TO STOCKHOLDERS SHARING AN ADDRESS
|
17
|
|
7.4
|
|
NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL
|
18
|
|
7.5
|
|
WAIVER OF NOTICE
|
18
|
|
ARTICLE VIII - INDEMNIFICATION
|
18
|
|
||
8.1
|
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS
|
18
|
|
8.2
|
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION
|
19
|
|
8.3
|
|
SUCCESSFUL DEFENSE
|
19
|
|
8.4
|
|
INDEMNIFICATION OF OTHERS
|
19
|
|
8.5
|
|
ADVANCE PAYMENT OF EXPENSES
|
19
|
|
8.6
|
|
LIMITATION ON INDEMNIFICATION
|
20
|
|
8.7
|
|
DETERMINATION; CLAIM
|
20
|
|
8.8
|
|
NON-EXCLUSIVITY OF RIGHTS
|
20
|
|
8.9
|
|
INSURANCE
|
21
|
|
8.10
|
|
SURVIVAL
|
21
|
|
8.11
|
|
EFFECT OF REPEAL OR MODIFICATION
|
21
|
|
8.12
|
|
CERTAIN DEFINITIONS
|
21
|
|
ARTICLE IX - GENERAL MATTERS
|
22
|
|
||
9.1
|
|
EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
|
22
|
|
9.2
|
|
FISCAL YEAR
|
22
|
|
9.3
|
|
SEAL
|
22
|
|
9.4
|
|
CONSTRUCTION; DEFINITIONS
|
22
|
|
ARTICLE X - AMENDMENTS
|
22
|
|
||
ARTICLE XI - EXCLUSIVE FORUM
|
22
|
|
|
1.
|
the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
/s/ Joshua G. James
|
|
Joshua G. James
|
|
Founder and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
/s/ Bruce Felt
|
|
Bruce Felt
|
|
Chief Financial Officer (Principal Accounting and Financial Officer)
|