Elastic N.V. (Form: 10-Q, Received: 12/12/2018 16:44:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-38675

Elastic N.V.

The Netherlands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
800 West El Camino Real, Suite 350
Mountain View, California 94040
(Address of principal executive offices)
(650) 458-2620

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 30, 2018, the registrant had 70,973,965 ordinary shares, €0.01 par value per share, outstanding.

Table of Contents

		Page
	Note Regarding Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statement of Convertible Redeemable Preference Shares and Shareholders’ Equity (Deficit)	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

PART II.	OTHER INFORMATION	41

Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	66
Item 4.	Mine Safety Disclosures	66
Item 5.	Other Information	66
Item 6.	Exhibits	66
Signatures		68

NOTE REG ARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risk and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

	•		our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses (including changes in sales and marketing, research and development and general and administrative expenses), and our ability to achieve, and maintain, future profitability;
	•		market acceptance of our products;
	•		the effects of increased competition in our markets and our ability to compete effectively;
	•		our ability to maintain the security and availability of our software;
	•		our ability to maintain and expand our customer base, including by attracting new customers;
	•		our ability to maintain or increase our Net Expansion Rate;
	•		our ability to develop new offerings, or enhancements to our existing offerings, and bring them to market in a timely manner;
	•		anticipated trends, growth rates and challenges in our business and in the markets in which we operate;
	•		our business model and our ability to effectively manage our growth and associated investments;
	•		beliefs and objectives for future operations, including regarding our estimated total addressable market;
	•		our relationships with third parties, including partners;
	•		our ability to maintain, protect and enhance our intellectual property rights;
	•		our ability to successfully defend litigation brought against us;
	•		our ability to successfully expand in our existing markets and into new markets;
	•		sufficiency of cash to meet cash needs for at least the next 12 months;
	•		our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;
	•		the attraction and retention of qualified employees and key personnel;
	•		our use of the net proceeds from the initial public offering; and
	•		the future trading prices of our ordinary shares.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

PART I—FINANCI AL INFORMATION

ITEM 1. FIN ANCIAL STATEMENTS

Elastic N.V.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(Unaudited)

	October 31, 2018			April 30, 2018
Assets
Current assets:
Cash and cash equivalents	$	318,564		$	50,941
Restricted cash		2,283			668
Accounts receivable, net of allowance for doubtful accounts of $1,604 and $776 as of October 31, 2018 and April 30, 2018, respectively		54,512			53,233
Deferred contract acquisition costs		15,721			12,125
Prepaid expenses and other current assets		18,524			15,261
Total current assets		409,604			132,228
Property and equipment, net		4,104			4,536
Goodwill		19,964			19,182
Intangible assets, net		8,176			8,297
Deferred contract acquisition costs, non-current		7,147			5,954
Deferred offering costs		-			242
Deferred tax assets		3,036			3,946
Other assets		7,500			8,628
Total assets	$	459,531		$	183,013
Liabilities, Redeemable Convertible Preferred Shares and Shareholders’ (Deficit) Equity
Current liabilities:
Accounts payable	$	9,827		$	2,176
Accrued expenses and other liabilities		16,866			11,816
Accrued compensation and benefits		16,458			15,191
Deferred revenue		116,255			95,929
Total current liabilities		159,406			125,112
Deferred revenue, non-current		11,024			6,632
Other liabilities, non-current		5,215			3,877
Total liabilities		175,645			135,621
Commitments and contingencies (Note 7)
Redeemable convertible preference shares, par value €0.001 per share; No shares authorized, issued, or outstanding as of October 31, 2018; 29,026,193 shares authorized; 28,939,466 shares issued and outstanding as of April 30, 2018		-			200,921
Shareholders’ (deficit) equity:
Convertible preference shares, €0.01 par value; 165,000,000 shares authorized, 0 shares issued and outstanding as of October 31, 2018; 0 shares authorized, issued and outstanding as of April 30, 2018		-			-
Ordinary shares, par value €0.01 per share: 165,000,000 shares authorized; 70,948,987 shares issued and outstanding as of October 31, 2018		722			-
Ordinary shares, par value of €0.001 per share; 72,000,000 shares authorized; 0 and 33,232,955 shares issued and outstanding as of October 31, 2018 and April 30, 2018, respectively		-			33
Treasury stock; 35,937 shares (repurchased at an average price of $10.30 per share)		(369	)		(369	)
Additional paid-in capital		546,219			62,542
Accumulated other comprehensive loss		(1,795	)		(961	)
Accumulated deficit		(260,891	)		(214,774	)
Total shareholders’ (deficit) equity		283,886			(153,529	)
Total liabilities, redeemable convertible preference shares and shareholders’ (deficit) equity	$	459,531		$	183,013

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elastic N .V.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data) (unaudited)

	Three Months Ended October 31,						Six Months Ended October 31,
	2018			2017			2018			2017

Revenue
License - self-managed	$	10,204		$	6,456		$	17,444		$	11,105
Subscription - self-managed and SaaS		48,232			28,326			92,601			53,068
Total subscription revenue		58,436			34,782			110,045			64,173
Professional services		5,139			2,256			10,174			4,509
Total revenue		63,575			37,038			120,219			68,682
Cost of revenue
Cost of license - self-managed		97			97			194			194
Cost of subscription - self-managed and SaaS		12,870			6,254			23,071			11,236
Total cost of revenue - subscription		12,967			6,351			23,265			11,430
Cost of professional services		5,620			2,609			10,879			4,944
Total cost of revenue		18,587			8,960			34,144			16,374
Gross profit		44,988			28,078			86,075			52,308
Operating expenses
Research and development		25,332			12,182			44,313			23,006
Sales and marketing		34,634			16,905			65,056			33,952
General and administrative		12,092			6,117			22,191			11,650
Total operating expenses		72,058			35,204			131,560			68,608
Operating loss		(27,070	)		(7,126	)		(45,485	)		(16,300	)
Other income (expense), net		264			86			860			(638	)
Loss before income taxes		(26,806	)		(7,040	)		(44,625	)		(16,938	)
Provision for income taxes		733			987			1,492			1,056
Net loss	$	(27,539	)	$	(8,027	)	$	(46,117	)	$	(17,994	)
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.63	)	$	(0.25	)	$	(1.20	)	$	(0.57	)
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted		43,978,770			31,684,020			38,471,641			31,561,588

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elastic N .V.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands) (unaudited)

	Three Months Ended October 31,						Six Months Ended October 31,
	2018			2017			2018			2017
Net loss	$	(27,539	)	$	(8,027	)	$	(46,117	)	$	(17,994	)
Other comprehensive loss:
Foreign currency translation adjustments		(96	)		(1,535	)		(834	)		(475	)
Other comprehensive loss		(96	)		(1,535	)		(834	)		(475	)
Total comprehensive loss	$	(27,635	)	$	(9,562	)	$	(46,951	)	$	(18,469	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elastic N .V.

Condensed Consolidated Statements of Redeemable Convertible Preference Shares

and Shareholders’ (Deficit) Equity

(in thousands, except share data)

(unaudited)

																		Accumulated
	Redeemable Convertible											Treasury			Additional			Other						Total
	Preference Shares						Ordinary Shares					Shares			Paid-in			Comprehensive			Accumulated			Stockholders'
	Shares			Amount			Shares			Amount		Amount			Capital			Loss			Deficit			(Deficit) Equity
Balances at April 30, 2018		28,939,466		$	200,921			33,232,955		$	33	$	(369	)	$	62,542		$	(961	)	$	(214,774	)	$	(153,529	)
Change in par value upon conversion from B.V. to N.V.		-			-			-			303		-			(303	)		-			-			-
Conversion of redeemable convertible preference shares to ordinary shares upon initial public offering		(28,939,466	)		(200,921	)		28,939,466			289		-			200,632			-			-			200,921
Issuance of ordinary shares upon initial public offering, net of underwriting discounts and issuance costs		-			-			8,050,000			93		-			263,749			-			-			263,842
Issuance of ordinary shares upon exercise of stock options		-			-			635,722			4		-			2,779			-			-			2,783
Vesting of early exercised stock options		-			-			-			-		-			1,019			-			-			1,019
Vesting of ordinary shares subject to repurchase		-			-			-			-		-			449			-			-			449
Repurchase of early exercised stock options		-			-			(43,630	)		-		-			-			-			-			-
Ordinary shares issued in connection with the acquisition of Lambda Lab		-			-			134,474			-		-			-			-			-			-
Stock-based compensation		-			-			-			-		-			15,352			-			-			15,352
Net loss		-			-			-			-		-			-			-			(46,117	)		(46,117	)
Foreign currency translation		-			-			-			-		-			-			(834	)		-			(834	)
Balances at October 31, 2018		-		$	-			70,948,987		$	722	$	(369	)	$	546,219		$	(1,795	)	$	(260,891	)	$	283,886

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elastic N .V.

Condensed Consolidated Statements of Cash Flows

(in thousands) (unaudited)

	Six Months Ended October 31,
	2018			2017
Cash flows from operating activities
Net loss	$	(46,117	)	$	(17,994	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization		3,008			2,095
Amortization of deferred contract acquisition costs		8,848			5,598
Stock-based compensation expense		16,904			5,024
Other		15			2
Changes in operating assets and liabilities, net of impact of business acquisitions:
Accounts receivable, net		(2,624	)		(2,092	)
Deferred contract acquisition costs		(14,136	)		(7,253	)
Prepaid expenses and other current assets		(4,857	)		(1,917	)
Other assets		1,643			(1,827	)
Accounts payable		4,867			398
Accrued expenses and other liabilities		7,655			4,786
Accrued compensation and benefits		1,666			2,381
Deferred revenue		27,678			15,735
Net cash provided by operating activities		4,550			4,936
Cash flows from investing activities
Purchases of property and equipment		(1,172	)		(896	)
Maturities of short-term investments		-			15,000
Business acquisitions, net of cash acquired		(1,986	)		(3,702	)
Net cash (used in) provided by investing activities		(3,158	)		10,402
Cash flows from financing activities
Net proceeds from issuance of ordinary shares in initial public offering		269,514			-
Proceeds from issuance of ordinary shares upon exercise of stock options		2,782			1,328
Repurchase of ordinary shares		-			(344	)
Repurchase of early exercised options		(500	)		-
Repayment of notes payable		(20	)		(59	)
Payment of deferred offering costs		(2,302	)		-
Net cash provided by financing activities		269,474			925
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(1,628	)		(584	)
Net increase in cash, cash equivalents, and restricted cash		269,238			15,679
Cash, cash equivalents, and restricted cash, beginning of period		51,609			59,890
Cash, cash equivalents, and restricted cash, end of period	$	320,847		$	75,569
Supplemental disclosures of cash flow information
Cash paid for income taxes	$	759		$	810
Cash paid for interest	$	2		$	3
Supplemental disclosures of non-cash investing and financing information
Purchases of property and equipment included in accounts payable	$	18		$	79
Vesting of early exercised stock options	$	1,019		$	55
Vesting of shares subject to repurchase	$	449		$	-
Deferred offering costs accrued	$	3,371		$	-
Issuance of ordinary shares for business acquisition	$	-		$	12,410

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1. Organization and De scription of Business

Elastic N.V. (formerly Elasticsearch Global B.V. and subsequently Elastic B.V.) (the “Company” was founded in 2012 and has its corporate seat in Amsterdam, the Netherlands. Elastic is a search company. It created the Elastic Stack, a powerful set of software products that ingest and store data from any source and in any format, and perform search, analysis, and visualization in milliseconds or less. Developers build on top of the Elastic Stack to apply the power of search to their data and solve business problems. The Company also offers software solutions built on the Elastic Stack that address a wide variety of use cases including app search, site search, enterprise search, logging, metrics, application performance monitoring (“APM”), business analytics, and security analytics. The Elastic Stack and the Company’s solutions are designed to run on premises, in public or private clouds, or in hybrid environments.

Initial Public Offering

In October 2018, the Company completed its initial public offering (“IPO”) in which it issued and sold 8,050,000 ordinary shares at an offering price of $36.00 per share, including 1,050,000 ordinary shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The Company received net proceeds of $263.8 million, after deducting underwriting discounts and commissions of $20.3 million and offering expenses of $5.7 million. Immediately prior to the closing of the IPO, all 28,939,466 shares of the Company’s then-outstanding redeemable convertible preference shares automatically converted into 28,939,466 ordinary shares at their respective conversion ratios and the Company reclassified $200.6 million from temporary equity to additional paid-in capital and $0.3 million to ordinary shares on its condensed consolidated balance sheet.

The Company’s articles of association designated and authorized the Company to issue 72 million ordinary shares with a par value of €0.001 per share up until immediately prior to the completion of the IPO at which time the authorized ordinary shares increased to 165 million. In addition, the par value of ordinary shares was changed from €0.001 per share to €0.01 per share as required by Dutch law at the time of the Company’s conversion into a Dutch public limited company (naamloze vennootschap).

Offering Costs

O ffering costs of $5.7 million, consisting of legal, accounting and other fees and costs related to the IPO, were reclassified to additional paid-in capital as a reduction of the proceeds upon the closing of the IPO in October 2018. During the six months ended October 31, 2018, $2.3 million of the offering costs were paid.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim condensed consolidated balance sheet and interim condensed statement of redeemable convertible preference shares and shareholders’ equity (deficit) as of October 31, 2018, the interim condensed consolidated statements of operations and of comprehensive loss for the three and six months ended October 31, 2018 and the interim condensed consolidated statement of cash flows for the six months ended October 31, 2018 and 2017, are unaudited. These interim condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state the Company’s financial position as of October 31, 2018 and the results of the Company’s operations for the three and six months ended October 31, 2018 and cash flows for the six months ended October 31, 2018 and 2017. The financial data and other financial information disclosure in the notes to these condensed consolidated financial statements related to the three and six month periods are also unaudited. The results for the three and six months ended October 31, 2018 are not necessarily indicative of the operating results expected for the fiscal year ending April 30, 2019, or any future period.

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation.

Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s final prospectus for its IPO filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (File No. 333-227191) on October 5, 2018.

Fiscal Year

The Company’s fiscal year ends on April 30. References to fiscal 2019, for example, refer to the fiscal year ending April 30, 2019.

Use of Estimates and Judgments

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue between recognized and deferred amounts, deferred contract acquisition costs, allowance for doubtful accounts, valuation of stock-based compensation, fair value of ordinary shares in periods prior to the Company’s IPO, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, and valuation allowance for deferred income taxes. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected not to avail itself of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Recently Adopted Accounting Pronouncements

Business Combinations : In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of transferred assets and activities is not a business. For public business entities, it is effective for fiscal years beginning after December 15, 2017, and interim periods therein. The adoption during the six months ended October 31, 2018 did not have a material impact on the Company’s consolidated financial statements.

Stock Compensation: In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provides clarity in applying the guidance in Topic 718 around modifications of stock-based payment awards. For public business entities, it is effective for fiscal years beginning after December 15, 2017, and interim periods therein. The adoption during the six months ended October 31, 2018 did not have a material impact on the Company’s consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases ( Topic 842), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Leases (Topic 842), Targeted Improvements, which affect certain aspects of the previously issued guidance. Amendments include an additional transition method that allows entities to apply the new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as well as a new practical expedient for lessors. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2020, though early adoption is permitted. The Company is currently evaluating adoption methods and whether this standard will have a material impact on its consolidated financial statements.

Goodwill Impairment : In January 2017, the FASB issued ASU No. 2017-04, Intangibles— Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The new standard will simplify the measurement of goodwill by eliminating step two of the two-step impairment test. Step two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2021, though early adoption is permitted. The Company does not expect the adoption of the new accounting standard will have a material impact on its consolidated financial statements.

Comprehensive Income : In February 2018, the FASB issu ed ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which provides financial statement preparers with an option to reclassify stranded tax eff ects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. For all entities, it is ef fective for fiscal years beginning after December 15, 2018, and interim periods therein. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2020, though early adoption is permitted. The amendments in this ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company is currently evaluating the pote ntial impact of this ASU on its consolidated financial statements.

Fair Value Measurements: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) , which modifies, removes and adds certain disclosure requirements on fair value measurements based on the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements . The ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. The Company is currently evaluating the potential impact of this ASU on its consolidated financial statements.

Intangible Assets: In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40) , which align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of this ASU on its consolidated financial statements.

3. Revenue and Performance Obligations

The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers (“ASC 606”) on May 1, 2017, using the full retrospective transition method.

Disaggregation of Revenue

The following table presents revenue by category (in thousands):

	Three Months Ended October 31,										Six Months Ended October 31,
	2018					2017					2018					2017
			% of					% of					% of					% of
			Total					Total					Total					Total
	Amount		Revenue			Amount		Revenue			Amount		Revenue			Amount		Revenue
Self-managed subscription	$	48,406		76	%	$	29,169		79	%	$	89,718		75	%	$	53,831		78	%
License		10,204		16	%		6,456		17	%		17,444		15	%		11,105		16	%
Subscription		38,202		60	%		22,713		62	%		72,274		60	%		42,726		62	%
SaaS		10,030		16	%		5,613		15	%		20,327		17	%		10,342		15	%
Total subscription revenue		58,436		92	%		34,782		94	%		110,045		92	%		64,173		93	%
Professional services		5,139		8	%		2,256		6	%		10,174		8	%		4,509		7	%
Total revenue	$	63,575		100	%	$	37,038		100	%	$	120,219		100	%	$	68,682		100	%

Remaining Performance Obligations

As of October 31, 2018, $268.5 million of remaining performance obligations, which is comprised of product and services revenue not yet delivered. As of October 31, 2018, the Company expects to recognize approximately 86% of its remaining performance obligations as revenue over the next 24 months and the remainder thereafter.

4. Fair Value Measurements

The Company measures financial assets and liabilities that are measured at fair value on a recurring basis at each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table summarizes assets that are measured at fair value on a recurring basis as of October 31, 2018 (in thousands):

Level 1

Level 2

Level 3

Total

Financial Assets: