ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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26-1173892
(I.R.S. Employer
Identification Number)
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110 Rose Orchard Way
San Jose, California 95134
(Address of Principal executive offices)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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ý
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Smaller reporting company
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¨
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(Do not check if a smaller reporting company)
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Emerging growth company
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ý
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Page No.
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PART I. FINANCIAL INFORMATION
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PART II. OTHER INFORMATION
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•
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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;
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•
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market acceptance of our cloud platform;
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•
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the effects of increased competition in our markets and our ability to compete effectively;
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•
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our ability to maintain the security and availability of our cloud platform;
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•
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our ability to maintain and expand our customer base, including by attracting new customers;
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•
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our ability to develop new solutions, or enhancements to our existing solutions, and bring them to market in a timely manner;
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•
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anticipated trends, growth rates and challenges in our business and in the markets in which we operate;
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•
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our business plan and our ability to effectively manage our growth and associated investments;
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•
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beliefs and objectives for future operations;
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•
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our relationships with third parties, including channel partners;
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•
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our ability to maintain, protect and enhance our intellectual property rights;
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•
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our ability to successfully defend litigation brought against us;
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•
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our ability to successfully expand in our existing markets and into new markets;
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•
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sufficiency of cash to meet cash needs for at least the next 12 months;
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•
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our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;
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•
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the attraction and retention of qualified employees and key personnel; and
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•
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the future trading prices of our common stock.
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April 30,
2018 |
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July 31,
2017 |
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Assets
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Current assets:
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|
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Cash and cash equivalents
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$
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287,443
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$
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87,978
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Accounts receivable, net
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40,215
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|
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39,052
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Deferred contract acquisition costs
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13,753
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10,469
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Prepaid expenses and other current assets
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9,036
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5,410
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Total current assets
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350,447
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142,909
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Property and equipment, net
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20,441
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13,139
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Deferred contract acquisition costs, noncurrent
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32,755
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24,193
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Other noncurrent assets
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1,895
|
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2,661
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Total assets
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$
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405,538
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$
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182,902
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Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
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Current liabilities:
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Accounts payable
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$
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4,944
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$
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3,763
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Accrued expenses and other current liabilities
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13,767
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11,648
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Accrued compensation
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14,820
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11,608
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Liability for early exercise of unvested stock options
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2,625
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7,972
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Deferred revenue
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111,035
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85,468
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Total current liabilities
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147,191
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120,459
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Deferred revenue, noncurrent
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13,771
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11,151
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Other noncurrent liabilities
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1,384
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1,457
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Total liabilities
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162,346
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133,067
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Commitments and contingencies (Note 4)
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|
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Redeemable Convertible Preferred Stock
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Redeemable convertible preferred stock; $0.001 par value; no shares and 73,100 shares authorized as of April 30, 2018 and July 31, 2017, respectively; no shares and 72,501 shares issued and outstanding as of April 30, 2018 and July 31, 2017, respectively; aggregate liquidation preference of $0 and $201,376 as of April 30, 2018 and July 31, 2017, respectively
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—
|
|
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200,977
|
|
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Stockholders’ Equity (Deficit)
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|
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Preferred stock; $0.001 par value; 200,000 and 73,100 shares authorized as of April 30, 2018 and July 31, 2017, respectively; no shares issued and outstanding as of April 30, 2018 and July 31, 2017
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—
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—
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Common stock; $0.001 par value; 1,000,000 and 130,000 shares authorized as of April 30, 2018 and July 31, 2017, respectively; 119,819 and 32,359 shares issued and outstanding as of April 30, 2018 and July 31, 2017, respectively
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119
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|
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18
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Additional paid-in capital
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434,250
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18,734
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Notes receivable from stockholders
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(2,039
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)
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(7,878
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)
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Accumulated deficit
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(189,138
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)
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(162,016
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)
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Total stockholders’ equity (deficit)
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243,192
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(151,142
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)
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Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
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$
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405,538
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$
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182,902
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Three Months Ended April 30,
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Nine Months Ended April 30,
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2018
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2017
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2018
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2017
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Revenue
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$
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49,163
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$
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32,964
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$
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134,000
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$
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89,173
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Cost of revenue
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9,424
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6,997
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26,374
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19,438
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Gross profit
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39,739
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25,967
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107,626
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69,735
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Operating expenses:
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Sales and marketing
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29,892
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20,689
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83,930
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55,601
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Research and development
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9,907
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7,778
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27,899
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24,952
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General and administrative
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8,964
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5,061
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22,497
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11,201
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Total operating expenses
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48,763
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33,528
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134,326
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91,754
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Loss from operations
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(9,024
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)
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(7,561
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)
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(26,700
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)
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(22,019
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)
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Other income, net
|
610
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|
183
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|
1,019
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|
379
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Loss before income taxes
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(8,414
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)
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(7,378
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)
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(25,681
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)
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(21,640
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)
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Provision for income taxes
|
357
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|
|
184
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|
|
1,003
|
|
|
551
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|
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Net loss
|
$
|
(8,771
|
)
|
|
$
|
(7,562
|
)
|
|
$
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(26,684
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)
|
|
$
|
(22,191
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)
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Accretion of Series C and D redeemable convertible preferred stock
|
(1,223
|
)
|
|
(2,355
|
)
|
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(6,332
|
)
|
|
(7,088
|
)
|
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Net loss attributable to common stockholders
|
$
|
(9,994
|
)
|
|
$
|
(9,917
|
)
|
|
$
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(33,016
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)
|
|
$
|
(29,279
|
)
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Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.73
|
)
|
|
$
|
(1.01
|
)
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Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
73,818
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|
|
29,583
|
|
|
45,047
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|
|
28,875
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|
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Redeemable
Convertible Preferred Stock |
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|
Common Stock
|
|
Additional
Paid-In Capital |
|
Notes
Receivable From Stockholders |
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Accumulated
Deficit |
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Total
Stockholders’ Equity
(Deficit)
|
||||||||||||||||||
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Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance as of July 31, 2017
|
72,501
|
|
|
$
|
200,977
|
|
|
|
32,359
|
|
|
$
|
18
|
|
|
$
|
18,734
|
|
|
$
|
(7,878
|
)
|
|
$
|
(162,016
|
)
|
|
$
|
(151,142
|
)
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|
—
|
|
|
(438
|
)
|
|
—
|
|
||||||
Accretion of Series C and D redeemable convertible preferred stock
|
—
|
|
|
6,332
|
|
|
|
—
|
|
|
—
|
|
|
(6,332
|
)
|
|
—
|
|
|
—
|
|
|
(6,332
|
)
|
||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
|
1,528
|
|
|
2
|
|
|
4,343
|
|
|
—
|
|
|
—
|
|
|
4,345
|
|
||||||
Issuance of common stock related to early exercised stock options
|
—
|
|
|
—
|
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of unvested common stock
|
—
|
|
|
—
|
|
|
|
(549
|
)
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
||||||
Repayments of notes receivable from stockholders
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,346
|
|
|
—
|
|
|
5,346
|
|
||||||
Accrued interest on notes receivable from stockholders, net of repayments
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
279
|
|
|
—
|
|
|
279
|
|
||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
12
|
|
|
2,900
|
|
|
—
|
|
|
—
|
|
|
2,912
|
|
||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs
|
—
|
|
|
—
|
|
|
|
13,800
|
|
|
14
|
|
|
199,825
|
|
|
—
|
|
|
—
|
|
|
199,839
|
|
||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering
|
(72,501
|
)
|
|
(207,309
|
)
|
|
|
72,501
|
|
|
73
|
|
|
207,236
|
|
|
—
|
|
|
—
|
|
|
207,309
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
7,106
|
|
|
—
|
|
|
—
|
|
|
7,106
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,684
|
)
|
|
(26,684
|
)
|
||||||
Balance as of April 30, 2018
|
—
|
|
|
$
|
—
|
|
|
|
119,819
|
|
|
$
|
119
|
|
|
$
|
434,250
|
|
|
$
|
(2,039
|
)
|
|
$
|
(189,138
|
)
|
|
$
|
243,192
|
|
|
Nine Months Ended April 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net loss
|
$
|
(26,684
|
)
|
|
$
|
(22,191
|
)
|
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
5,842
|
|
|
5,007
|
|
||
Amortization of deferred contract acquisition costs
|
9,354
|
|
|
5,992
|
|
||
Stock-based compensation expense
|
7,106
|
|
|
8,336
|
|
||
Other
|
278
|
|
|
(46
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(1,161
|
)
|
|
255
|
|
||
Deferred contract acquisition costs
|
(21,200
|
)
|
|
(11,660
|
)
|
||
Prepaid expenses and other assets
|
(3,341
|
)
|
|
(1,438
|
)
|
||
Accounts payable
|
(1,620
|
)
|
|
138
|
|
||
Accrued expenses and other liabilities
|
2,676
|
|
|
1,133
|
|
||
Accrued compensation
|
3,212
|
|
|
336
|
|
||
Deferred revenue
|
28,187
|
|
|
11,827
|
|
||
Net cash provided by (used in) operating activities
|
2,649
|
|
|
(2,311
|
)
|
||
|
|
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
||||
Purchases of property and equipment
|
(11,008
|
)
|
|
(6,291
|
)
|
||
Capitalized internal-use software
|
(1,424
|
)
|
|
(146
|
)
|
||
Net cash used in investing activities
|
(12,432
|
)
|
|
(6,437
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
||||
Proceeds from initial public offering, net of underwriting discounts and commissions
|
205,344
|
|
|
—
|
|
||
Payments of costs related to initial public offering
|
(3,566
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock upon exercise of stock options
|
4,345
|
|
|
1,415
|
|
||
Proceeds from issuance of common stock related to early exercised stock options
|
869
|
|
|
—
|
|
||
Repurchases of unvested common stock
|
(3,090
|
)
|
|
—
|
|
||
Repayments of notes receivable from stockholders
|
5,346
|
|
|
1,856
|
|
||
Net cash provided by financing activities
|
209,248
|
|
|
3,271
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
199,465
|
|
|
(5,477
|
)
|
||
Cash and cash equivalents, beginning of period
|
87,978
|
|
|
92,842
|
|
||
Cash and cash equivalents, end of period
|
$
|
287,443
|
|
|
$
|
87,365
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
608
|
|
|
$
|
365
|
|
Supplemental Disclosure of Noncash Investing and Financing Activities:
|
|
|
|
||||
Net change in equipment included in accounts payable and accrued expenses
|
$
|
709
|
|
|
$
|
428
|
|
Accretion of Series C and D redeemable convertible preferred stock
|
$
|
6,332
|
|
|
$
|
7,088
|
|
Repurchases of unvested common stock
|
$
|
214
|
|
|
$
|
263
|
|
Vesting of early exercised common stock options
|
$
|
2,912
|
|
|
$
|
3,122
|
|
Net change in deferred offering costs, accrued but not paid
|
$
|
1,462
|
|
|
$
|
—
|
|
Conversion of redeemable convertible preferred stock to common stock
|
$
|
207,309
|
|
|
$
|
—
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
Amount
|
|
% Revenue
|
|
Amount
|
|
% Revenue
|
|
Amount
|
|
% Revenue
|
|
Amount
|
|
% Revenue
|
||||||||||||
|
(in thousands, except percentage data)
|
||||||||||||||||||||||||||
United States
|
$
|
21,722
|
|
|
44
|
%
|
|
$
|
15,369
|
|
|
47
|
%
|
|
$
|
61,707
|
|
|
46
|
%
|
|
$
|
40,824
|
|
|
46
|
%
|
Europe, Middle East and Africa
|
22,439
|
|
|
46
|
%
|
|
14,880
|
|
|
45
|
%
|
|
59,593
|
|
|
44
|
%
|
|
40,600
|
|
|
45
|
%
|
||||
Asia Pacific
|
3,733
|
|
|
8
|
%
|
|
2,505
|
|
|
7
|
%
|
|
10,287
|
|
|
8
|
%
|
|
6,881
|
|
|
8
|
%
|
||||
Other
|
1,269
|
|
|
2
|
%
|
|
210
|
|
|
1
|
%
|
|
2,413
|
|
|
2
|
%
|
|
868
|
|
|
1
|
%
|
||||
Total
|
$
|
49,163
|
|
|
100
|
%
|
|
$
|
32,964
|
|
|
100
|
%
|
|
$
|
134,000
|
|
|
100
|
%
|
|
$
|
89,173
|
|
|
100
|
%
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
Amount
|
|
% Revenue
|
|
Amount
|
|
% Revenue
|
|
Amount
|
|
% Revenue
|
|
Amount
|
|
% Revenue
|
||||||||||||
|
(in thousands, except percentage data)
|
||||||||||||||||||||||||||
Channel partners
|
$
|
45,496
|
|
|
93
|
%
|
|
$
|
29,282
|
|
|
89
|
%
|
|
$
|
122,925
|
|
|
92
|
%
|
|
$
|
78,205
|
|
|
88
|
%
|
Direct customers
|
3,667
|
|
|
7
|
%
|
|
3,682
|
|
|
11
|
%
|
|
11,075
|
|
|
8
|
%
|
|
10,968
|
|
|
12
|
%
|
||||
Total
|
$
|
49,163
|
|
|
100
|
%
|
|
$
|
32,964
|
|
|
100
|
%
|
|
$
|
134,000
|
|
|
100
|
%
|
|
$
|
89,173
|
|
|
100
|
%
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Beginning balance
|
$
|
39,943
|
|
|
$
|
24,676
|
|
|
$
|
34,662
|
|
|
$
|
21,137
|
|
Capitalization of contract acquisition costs
|
9,987
|
|
|
4,295
|
|
|
21,200
|
|
|
11,660
|
|
||||
Amortization of deferred contract acquisition costs
|
(3,422
|
)
|
|
(2,166
|
)
|
|
(9,354
|
)
|
|
(5,992
|
)
|
||||
Ending balance
|
$
|
46,508
|
|
|
$
|
26,805
|
|
|
$
|
46,508
|
|
|
$
|
26,805
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred contract acquisition costs, current
|
$
|
13,753
|
|
|
$
|
8,560
|
|
|
$
|
13,753
|
|
|
$
|
8,560
|
|
Deferred contract acquisition costs, noncurrent
|
32,755
|
|
|
18,245
|
|
|
32,755
|
|
|
18,245
|
|
||||
Total deferred contract acquisition costs
|
$
|
46,508
|
|
|
$
|
26,805
|
|
|
$
|
46,508
|
|
|
$
|
26,805
|
|
|
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
267,178
|
|
|
$
|
267,178
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
72,441
|
|
|
$
|
72,441
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
April 30, 2018
|
|
July 31, 2017
|
||||
|
(in thousands)
|
||||||
Hosting equipment
|
$
|
30,591
|
|
|
$
|
20,241
|
|
Computers and equipment
|
2,153
|
|
|
1,539
|
|
||
Purchased software
|
1,299
|
|
|
1,257
|
|
||
Capitalized internal-use software
|
5,814
|
|
|
4,390
|
|
||
Furniture and fixtures
|
1,479
|
|
|
1,035
|
|
||
Leasehold improvements
|
2,125
|
|
|
1,981
|
|
||
Property and equipment, gross
|
43,461
|
|
|
30,443
|
|
||
Less: Accumulated depreciation and amortization
|
(23,020
|
)
|
|
(17,304
|
)
|
||
Total property and equipment, net
|
$
|
20,441
|
|
|
$
|
13,139
|
|
|
Operating
Leases |
||
|
(in thousands)
|
||
Year ending July 31,
|
|
||
2018 (remaining three months)
|
$
|
842
|
|
2019
|
2,875
|
|
|
2020
|
2,299
|
|
|
2021
|
1,531
|
|
|
Total
|
$
|
7,547
|
|
|
Data Center
Contracts |
||
|
(in thousands)
|
||
Year ending July 31,
|
|
||
2018 (remaining three months)
|
$
|
1,421
|
|
2019
|
4,591
|
|
|
2020
|
2,985
|
|
|
2021
|
858
|
|
|
2022
|
134
|
|
|
Total
|
$
|
9,989
|
|
|
Shares
Available For Grant |
|
Outstanding
Stock Options |
|
Weighted-Average
Exercise Price |
|
Weighted-Average
Remaining Contractual Term (in years) |
|
Aggregate
Intrinsic Value |
||||
|
(in thousands, except per share data)
|
||||||||||||
Balance as of July 31, 2017
|
739
|
|
|
15,058
|
|
|
$4.50
|
|
5.6
|
|
$
|
56,717
|
|
Increase in 2007 Plan authorized shares
|
3,333
|
|
|
—
|
|
|
|
|
|
|
|
||
Increase in 2018 Plan authorized shares
|
12,700
|
|
|
—
|
|
|
|
|
|
|
|
||
Stock options granted
|
(5,011
|
)
|
|
5,011
|
|
|
$9.96
|
|
|
|
|
||
Stock options exercised
|
—
|
|
|
(1,708
|
)
|
|
$3.05
|
|
|
|
$
|
11,042
|
|
Repurchases of unvested shares
|
549
|
|
|
—
|
|
|
$6.03
|
|
|
|
|
||
Stock options canceled, forfeited, expired
|
1,426
|
|
|
(1,426
|
)
|
|
$5.70
|
|
|
|
|
||
Balance as of April 30, 2018
|
13,736
|
|
|
16,935
|
|
|
$6.16
|
|
5.5
|
|
$
|
401,868
|
|
Exercisable as of July 31, 2017
|
|
|
5,907
|
|
|
$3.67
|
|
4.9
|
|
$
|
27,135
|
|
|
Exercisable as of April 30, 2018
|
|
|
6,020
|
|
|
$4.02
|
|
4.4
|
|
$
|
155,750
|
|
|
Nine Months Ended April 30, 2018
|
Expected term (in years)
|
0.8 - 2.3
|
Expected stock price volatility
|
30.7% - 36.4%
|
Risk-free interest rate
|
2.0% - 2.3%
|
Dividend yield
|
0.0%
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
199
|
|
|
$
|
106
|
|
|
$
|
434
|
|
|
$
|
245
|
|
Sales and marketing
|
1,493
|
|
|
762
|
|
|
3,263
|
|
|
1,998
|
|
||||
Research and development
|
960
|
|
|
306
|
|
|
1,852
|
|
|
5,231
|
|
||||
General and administrative
|
657
|
|
|
412
|
|
|
1,557
|
|
|
862
|
|
||||
Total stock-based compensation expense
|
$
|
3,309
|
|
|
$
|
1,586
|
|
|
$
|
7,106
|
|
|
$
|
8,336
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Net loss
|
$
|
(8,771
|
)
|
|
$
|
(7,562
|
)
|
|
$
|
(26,684
|
)
|
|
$
|
(22,191
|
)
|
Accretion of Series C and D redeemable convertible preferred stock
|
(1,223
|
)
|
|
(2,355
|
)
|
|
(6,332
|
)
|
|
(7,088
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(9,994
|
)
|
|
$
|
(9,917
|
)
|
|
$
|
(33,016
|
)
|
|
$
|
(29,279
|
)
|
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
73,818
|
|
|
29,583
|
|
|
45,047
|
|
|
28,875
|
|
||||
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.73
|
)
|
|
$
|
(1.01
|
)
|
|
April 30, 2018
|
|
April 30, 2017
|
||
|
(in thousands)
|
||||
Convertible preferred stock
|
—
|
|
|
72,501
|
|
Stock options
|
16,935
|
|
|
14,643
|
|
Shares subject to repurchase from early exercised stock options
|
773
|
|
|
1,311
|
|
Shares committed under the ESPP
|
2,085
|
|
|
—
|
|
Total
|
19,793
|
|
|
88,455
|
|
|
April 30, 2018
|
|
July 31, 2017
|
Channel partner A
|
10%
|
|
17%
|
Channel partner B
|
16%
|
|
10%
|
Channel partner C
|
*
|
|
15%
|
Channel partner D
|
10%
|
|
*
|
Channel partner E
|
14%
|
|
*
|
* Represents less than 10%.
|
|
|
|
|
April 30, 2018
|
|
July 31, 2017
|
||||
|
(in thousands)
|
||||||
United States
|
$
|
16,644
|
|
|
$
|
9,372
|
|
Rest of the world
|
3,797
|
|
|
3,767
|
|
||
Total property and equipment, net
|
$
|
20,441
|
|
|
$
|
13,139
|
|
•
|
expanding deployment of our cloud platform to cover additional users;
|
•
|
upgrading to a more advanced Business, Transformation or Secure Transformation suite; and
|
•
|
selling a ZPA subscription to a ZIA customer, a ZIA subscription to a ZPA customer, or other features on an a la carte basis.
|
|
Trailing 12 Months Ended April 30, 2018
|
|
Trailing 12 Months Ended April 30, 2017
|
Dollar-based net retention rate
|
120%
|
|
115%
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Calculated billings
|
$
|
54,712
|
|
|
$
|
31,613
|
|
|
$
|
162,187
|
|
|
$
|
101,000
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Gross profit
|
$
|
39,739
|
|
|
$
|
25,967
|
|
|
$
|
107,626
|
|
|
$
|
69,735
|
|
Add: Stock-based compensation expense included in cost of revenue
|
199
|
|
|
106
|
|
|
434
|
|
|
245
|
|
||||
Non-GAAP gross profit
|
$
|
39,938
|
|
|
$
|
26,073
|
|
|
$
|
108,060
|
|
|
$
|
69,980
|
|
Gross margin
|
81
|
%
|
|
79
|
%
|
|
80
|
%
|
|
78
|
%
|
||||
Non-GAAP gross margin
|
81
|
%
|
|
79
|
%
|
|
81
|
%
|
|
78
|
%
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Loss from operations
|
$
|
(9,024
|
)
|
|
$
|
(7,561
|
)
|
|
$
|
(26,700
|
)
|
|
$
|
(22,019
|
)
|
Add:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense
|
3,309
|
|
|
1,586
|
|
|
7,106
|
|
|
8,336
|
|
||||
Litigation-related expenses
|
2,836
|
|
|
1,006
|
|
|
6,612
|
|
|
1,526
|
|
||||
Non-GAAP loss from operations
|
$
|
(2,879
|
)
|
|
$
|
(4,969
|
)
|
|
$
|
(12,982
|
)
|
|
$
|
(12,157
|
)
|
Operating margin
|
(18
|
)%
|
|
(23
|
)%
|
|
(20
|
)%
|
|
(25
|
)%
|
||||
Non-GAAP operating margin
|
(6
|
)%
|
|
(15
|
)%
|
|
(10
|
)%
|
|
(14
|
)%
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
8,117
|
|
|
$
|
243
|
|
|
$
|
2,649
|
|
|
$
|
(2,311
|
)
|
Less: Purchases of property and equipment
|
(3,963
|
)
|
|
(1,878
|
)
|
|
(11,008
|
)
|
|
(6,291
|
)
|
||||
Less: Capitalized internal-use software
|
(474
|
)
|
|
(146
|
)
|
|
(1,424
|
)
|
|
(146
|
)
|
||||
Free cash flow
|
$
|
3,680
|
|
|
(1,781
|
)
|
|
(9,783
|
)
|
|
(8,748
|
)
|
|||
As a percentage of revenue:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
16
|
%
|
|
1
|
%
|
|
2
|
%
|
|
(3
|
)%
|
||||
Less: Purchases of property and equipment
|
(8
|
)%
|
|
(6
|
)%
|
|
(8
|
)%
|
|
(7
|
)%
|
||||
Less: Capitalized internal-use software
|
(1
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
|
—
|
%
|
||||
Free cash flow margin
|
7
|
%
|
|
(5
|
)%
|
|
(7
|
)%
|
|
(10
|
)%
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Revenue
|
$
|
49,163
|
|
|
$
|
32,964
|
|
|
$
|
134,000
|
|
|
$
|
89,173
|
|
Add: Total deferred revenue, end of period
|
124,806
|
|
|
77,740
|
|
|
124,806
|
|
|
77,740
|
|
||||
Less: Total deferred revenue, beginning of period
|
(119,257
|
)
|
|
(79,091
|
)
|
|
(96,619
|
)
|
|
(65,913
|
)
|
||||
Calculated billings
|
$
|
54,712
|
|
|
$
|
31,613
|
|
|
$
|
162,187
|
|
|
$
|
101,000
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Revenue
|
$
|
49,163
|
|
|
$
|
32,964
|
|
|
$
|
134,000
|
|
|
$
|
89,173
|
|
Cost of revenue
(1)
|
9,424
|
|
|
6,997
|
|
|
26,374
|
|
|
19,438
|
|
||||
Gross profit
|
39,739
|
|
|
25,967
|
|
|
107,626
|
|
|
69,735
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
(1)
|
29,892
|
|
|
20,689
|
|
|
83,930
|
|
|
55,601
|
|
||||
Research and development
(1)
|
9,907
|
|
|
7,778
|
|
|
27,899
|
|
|
24,952
|
|
||||
General and administrative
(1)
|
8,964
|
|
|
5,061
|
|
|
22,497
|
|
|
11,201
|
|
||||
Total operating expenses
|
48,763
|
|
|
33,528
|
|
|
134,326
|
|
|
91,754
|
|
||||
Loss from operations
|
(9,024
|
)
|
|
(7,561
|
)
|
|
(26,700
|
)
|
|
(22,019
|
)
|
||||
Other income, net
|
610
|
|
|
183
|
|
|
1,019
|
|
|
379
|
|
||||
Loss before income taxes
|
(8,414
|
)
|
|
(7,378
|
)
|
|
(25,681
|
)
|
|
(21,640
|
)
|
||||
Provision for income taxes
|
357
|
|
|
184
|
|
|
1,003
|
|
|
551
|
|
||||
Net loss
|
$
|
(8,771
|
)
|
|
$
|
(7,562
|
)
|
|
$
|
(26,684
|
)
|
|
$
|
(22,191
|
)
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
199
|
|
|
$
|
106
|
|
|
$
|
434
|
|
|
$
|
245
|
|
Sales and marketing
|
1,493
|
|
|
762
|
|
|
3,263
|
|
|
1,998
|
|
||||
Research and development
|
960
|
|
|
306
|
|
|
1,852
|
|
|
5,231
|
|
||||
General and administrative
|
657
|
|
|
412
|
|
|
1,557
|
|
|
862
|
|
||||
Total stock-based compensation expense
|
$
|
3,309
|
|
|
$
|
1,586
|
|
|
$
|
7,106
|
|
|
$
|
8,336
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Revenue
|
100%
|
|
100%
|
|
100%
|
|
100%
|
Cost of revenue
|
19%
|
|
21%
|
|
20%
|
|
22%
|
Gross margin
|
81%
|
|
79%
|
|
80%
|
|
78%
|
Operating expenses
|
|
|
|
|
|
|
|
Sales and marketing
|
61%
|
|
63%
|
|
62%
|
|
62%
|
Research and development
|
20%
|
|
24%
|
|
21%
|
|
28%
|
General and administrative
|
18%
|
|
15%
|
|
17%
|
|
13%
|
Total operating expenses
|
99%
|
|
102%
|
|
100%
|
|
103%
|
Operating margin
|
(18)%
|
|
(23)%
|
|
(20)%
|
|
(25)%
|
Other income, net
|
1%
|
|
1%
|
|
1%
|
|
1%
|
Loss before income taxes
|
(17)%
|
|
(22)%
|
|
(19)%
|
|
(24)%
|
Provision for income taxes
|
1%
|
|
1%
|
|
1%
|
|
1%
|
Net loss
|
(18)%
|
|
(23)%
|
|
(20)%
|
|
(25)%
|
|
Three Months Ended April 30,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
|||||||||||||
Revenue
|
$
|
49,163
|
|
|
$
|
32,964
|
|
|
$
|
16,199
|
|
|
49
|
%
|
|
Three Months Ended April 30,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
|||||||||||||
Cost of revenue
|
$
|
9,424
|
|
|
$
|
6,997
|
|
|
$
|
2,427
|
|
|
35
|
%
|
Gross margin
|
81
|
%
|
|
79
|
%
|
|
|
|
|
|
|
|
Three Months Ended April 30,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
|||||||||||||
Other income, net
|
$
|
610
|
|
|
$
|
183
|
|
|
$
|
427
|
|
|
233
|
%
|
|
Nine Months Ended April 30,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
|||||||||||||
Revenue
|
$
|
134,000
|
|
|
$
|
89,173
|
|
|
$
|
44,827
|
|
|
50
|
%
|
|
Nine Months Ended April 30,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
|||||||||||||
Cost of revenue
|
$
|
26,374
|
|
|
$
|
19,438
|
|
|
$
|
6,936
|
|
|
36
|
%
|
Gross margin
|
80
|
%
|
|
78
|
%
|
|
|
|
|
|
Nine Months Ended April 30,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
|||||||||||||
Sales and marketing
|
$
|
83,930
|
|
|
$
|
55,601
|
|
|
$
|
28,329
|
|
|
51
|
%
|
|
Nine Months Ended April 30,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
|||||||||||||
Research and development
|
$
|
27,899
|
|
|
$
|
24,952
|
|
|
$
|
2,947
|
|
|
12
|
%
|
|
Nine Months Ended April 30,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
|||||||||||||
General and administrative
|
$
|
22,497
|
|
|
$
|
11,201
|
|
|
$
|
11,296
|
|
|
101
|
%
|
|
Nine Months Ended April 30,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
|||||||||||||
Provision for income taxes
|
$
|
1,003
|
|
|
$
|
551
|
|
|
$
|
452
|
|
|
82
|
%
|
|
Nine Months Ended April 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net cash provided by (used in) operating activities
|
$
|
2,649
|
|
|
$
|
(2,311
|
)
|
Net cash used in investing activities
|
$
|
(12,432
|
)
|
|
$
|
(6,437
|
)
|
Net cash provided by financing activities
|
$
|
209,248
|
|
|
$
|
3,271
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less
Than 1
Year
|
|
1 to 3
Years
|
|
3 to 5
Years
|
|
More Than
5 Years
|
||||||||||
|
|
|
|
(in thousands)
|
|
|
|
||||||||||||
Operating leases
|
$
|
7,547
|
|
|
$
|
3,112
|
|
|
$
|
4,435
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Data center contracts
|
9,989
|
|
|
5,003
|
|
|
4,763
|
|
|
223
|
|
|
—
|
|
|||||
Non-cancelable purchase obligations
|
10,720
|
|
|
9,441
|
|
|
1,249
|
|
|
30
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
28,256
|
|
|
$
|
17,556
|
|
|
$
|
10,447
|
|
|
$
|
253
|
|
|
$
|
—
|
|
•
|
independent IT security vendors, such as Check Point Software Technologies Ltd., Fortinet, Inc., Palo Alto Networks, Inc. and Symantec Corporation, which offer a broad mix of network and endpoint security products;
|
•
|
large networking vendors, such as Cisco Systems, Inc. and Juniper Networks, Inc., which offer security appliances and incorporate security capabilities in their networking products;
|
•
|
companies such as FireEye, Inc., Forcepoint Inc. (previously, Websense, Inc.), F5 Networks, Inc. and Pulse Secure, LLC with point solutions that compete with some of the features of our cloud platform, such as proxy, firewall, sandboxing and advanced threat protection, data loss prevention, encryption, load balancing and virtual private network vendors; and
|
•
|
other providers of IT security services that offer, or may leverage related technologies to introduce, products that compete with or are alternatives to our cloud platform.
|
•
|
greater name recognition, longer operating histories and larger customer bases;
|
•
|
larger sales and marketing budgets and resources;
|
•
|
broader distribution and established relationships with channel partners and customers;
|
•
|
greater customer support resources;
|
•
|
greater resources to make acquisitions and enter into strategic partnerships;
|
•
|
lower labor and research and development costs;
|
•
|
larger and more mature intellectual property rights portfolios; and
|
•
|
substantially greater financial, technical and other resources.
|
•
|
effectively attracting, training and integrating a large number of new employees, particularly members of our sales and management teams;
|
•
|
further improving our key business applications, processes and IT infrastructure, including our data centers, to support our business needs;
|
•
|
enhancing our information and communication systems to ensure that our employees and offices around the world are well coordinated and can effectively communicate with each other and our growing base of channel partners, customers and users; and
|
•
|
appropriately documenting and testing our IT systems and business processes.
|
•
|
broad market acceptance and the level of demand for our cloud platform;
|
•
|
our ability to attract new customers, particularly large enterprises;
|
•
|
our ability to retain customers and expand their usage of our platform, particularly our largest customers;
|
•
|
our ability to successfully expand internationally and penetrate key markets;
|
•
|
the effectiveness of our sales and marketing programs;
|
•
|
the length of our sales cycle, including the timing of renewals;
|
•
|
technological changes and the timing and success of new service introductions by us or our competitors or any other change in the competitive landscape of our market;
|
•
|
increases in and timing of operating expenses that we may incur to grow and expand our operations and to remain competitive;
|
•
|
pricing pressure as a result of competition or otherwise;
|
•
|
seasonal buying patterns for IT spending;
|
•
|
the quality and level of our execution of our business strategy and operating plan;
|
•
|
adverse litigation judgments, settlements or other litigation-related costs;
|
•
|
changes in the legislative or regulatory environment;
|
•
|
the impact and costs related to the acquisition of businesses, talent, technologies or intellectual property rights; and
|
•
|
general economic conditions in either domestic or international markets, including geopolitical uncertainty and instability.
|
•
|
the development and maintenance of the infrastructure of the internet;
|
•
|
the performance and availability of third-party telecommunications services with the necessary speed, data capacity and security for providing reliable internet access and services;
|
•
|
decisions by the owners and operators of the data centers where our cloud infrastructure is deployed or by global telecommunications service provider partners who provide us with network bandwidth to terminate our contracts, discontinue services to us, shut down operations or facilities, increase prices, change service levels, limit bandwidth, declare bankruptcy or prioritize the traffic of other parties;
|
•
|
the occurrence of earthquakes, floods, fires, power loss, system failures, physical or electronic break-ins, acts of war or terrorism, human error or interference (including by disgruntled employees, former employees or contractors) and other catastrophic events;
|
•
|
cyberattacks, including denial of service attacks, targeted at us, our data centers, our global telecommunications service provider partners or the infrastructure of the internet;
|
•
|
failure by us to maintain and update our cloud infrastructure to meet our traffic capacity requirements;
|
•
|
errors, defects or performance problems in our software, including third-party software incorporated in our software, which we use to operate our cloud platform;
|
•
|
improper classification of websites by our vendors who provide us with lists of malicious websites;
|
•
|
improper deployment or configuration of our services;
|
•
|
the failure of our redundancy systems, in the event of a service disruption at one of our data centers, to provide failover to other data centers in our data center network; and
|
•
|
the failure of our disaster recovery and business continuity arrangements.
|
•
|
a loss of existing or potential customers or channel partners;
|
•
|
delayed or lost sales and harm to our financial condition and results of operations;
|
•
|
a delay in attaining, or the failure to attain, market acceptance;
|
•
|
the expenditure of significant financial resources in efforts to analyze, correct, eliminate, remediate or work around errors or defects, to address and eliminate vulnerabilities and to address any applicable legal or contractual obligations relating to any actual or perceived security breach;
|
•
|
negative publicity and damage to our reputation and brand; and
|
•
|
legal claims and demands (including for stolen assets or information, repair of system damages, and compensation to customers and business partners), litigation, regulatory inquiries or investigations and other liability.
|
•
|
competition from companies that traditionally target larger enterprises and that may have pre-existing relationships or purchase commitments from such customers;
|
•
|
increased purchasing power and leverage held by larger customers in negotiating contractual arrangements with us;
|
•
|
more stringent requirements in our support obligations; and
|
•
|
longer sales cycles and the associated risk that substantial time and resources may be spent on a potential customer that elects not to purchase our solutions.
|
•
|
resulting in time-consuming and costly litigation;
|
•
|
diverting management’s time and attention from developing our business;
|
•
|
requiring us to pay monetary damages or enter into royalty and licensing agreements that we would not normally find acceptable;
|
•
|
causing delays in the deployment of our platform or service offerings to our customers;
|
•
|
requiring us to stop offering certain services on or features of our platform;
|
•
|
requiring us to redesign certain components of our platform using alternative non-infringing or non-open source technology, which could require significant effort and expense;
|
•
|
requiring us to disclose our software source code and the detailed program commands for our software; and
|
•
|
requiring us to satisfy indemnification obligations to our customers.
|
•
|
selling to government agencies can be highly competitive, expensive and time-consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale;
|
•
|
U.S. or other government certification requirements applicable to our cloud platform, including the Federal Risk and Authorization Management Program, are often difficult and costly to obtain and maintain and failure to do so will restrict our ability to sell to government customers;
|
•
|
government demand and payment for our services may be impacted by public sector budgetary cycles and funding authorizations; and
|
•
|
governments routinely investigate and audit government contractors’ administrative processes and any unfavorable audit could result in fines, civil or criminal liability, further investigations, damage to our reputation and debarment from further government business.
|
•
|
investigations, enforcement actions and sanctions;
|
•
|
mandatory changes to our cloud platform;
|
•
|
disgorgement of profits, fines and damages;
|
•
|
civil and criminal penalties or injunctions;
|
•
|
claims for damages by our customers or channel partners;
|
•
|
termination of contracts;
|
•
|
loss of intellectual property rights; and
|
•
|
temporary or permanent debarment from sales to government organizations.
|
•
|
political, economic and social uncertainty;
|
•
|
unexpected costs for the localization of our services, including translation into foreign languages and adaptation for local practices and regulatory requirements;
|
•
|
greater difficulty in enforcing contracts and accounts receivable collection, and longer collection periods;
|
•
|
reduced or uncertain protection for intellectual property rights in some countries;
|
•
|
greater risk of unexpected changes in regulatory practices, tariffs and tax laws and treaties;
|
•
|
greater risk of a failure of foreign employees, partners, distributors and resellers to comply with both U.S. and foreign laws, including antitrust regulations, anti-bribery laws, export and import control laws, and any applicable trade regulations ensuring fair trade practices;
|
•
|
requirements to comply with foreign privacy, data protection and information security laws and regulations and the risks and costs of noncompliance;
|
•
|
increased expenses incurred in establishing and maintaining office space and equipment for our international operations;
|
•
|
greater difficulty in identifying, attracting and retaining local qualified personnel, and the costs and expenses associated with such activities;
|
•
|
differing employment practices and labor relations issues;
|
•
|
difficulties in managing and staffing international offices and increased travel, infrastructure and legal compliance costs associated with multiple international locations; and
|
•
|
fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business, including the British Pound, Indian Rupee and Euro, and related impact on sales cycles.
|
•
|
issue additional equity securities that would dilute our stockholders;
|
•
|
use cash that we may need in the future to operate our business;
|
•
|
incur debt on terms unfavorable to us or that we are unable to repay;
|
•
|
incur large charges or substantial liabilities;
|
•
|
encounter difficulties integrating diverse business cultures; and
|
•
|
become subject to adverse tax consequences, substantial depreciation or deferred compensation charges.
|
•
|
a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
|
•
|
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by the chairperson of our board of directors, chief executive officer or president (in the absence of a chief executive officer) or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
the requirement for the affirmative vote of holders of at least 66
2
⁄
3
% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the issuance of preferred stock and management of our business or our amended and restated bylaws, which may inhibit the ability of an acquirer to affect such amendments to facilitate an unsolicited takeover attempt;
|
•
|
the ability of our board of directors, by majority vote, to amend our amended and restated bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our amended and restated bylaws to facilitate an unsolicited takeover attempt; and
|
•
|
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
|
•
|
actual or anticipated changes or fluctuations in our operating results;
|
•
|
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
|
•
|
announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships or capital commitments;
|
•
|
industry or financial analyst or investor reaction to our press releases, other public announcements and filings with the SEC;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
volume fluctuations in the trading of our common stock from time to time;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
|
•
|
the expiration of market stand-off or contractual lock-up agreements and sales of shares of our common stock by us or our stockholders;
|
•
|
failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
|
•
|
litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
|
•
|
developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary rights;
|
•
|
announced or completed acquisitions of businesses or technologies by us or our competitors;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
any major changes in our management or our board of directors, particularly with respect to Mr. Chaudhry;
|
•
|
general economic conditions and slow or negative growth of our markets; and
|
•
|
other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a breach of fiduciary duty;
|
•
|
any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws;
|
•
|
any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws; and
|
•
|
any action asserting a claim against us that is governed by the internal-affairs doctrine.
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
3.1
|
|
|
|
|
|
X
|
|
3.2
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
X
|
|
32.1*
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
|
Zscaler, Inc.
|
|
|
|
|
June 7, 2018
|
/s/
|
Remo Canessa
|
|
|
Remo Canessa
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
ZSCALER, INC.
|
|
|
|
|
|
By:
|
/s/ Jagtar S. Chaudhry
|
|
Name:
|
Jagtar S. Chaudhry
|
|
Title:
|
Chief Executive Officer and President
(Principal Executive Officer)
|
|
ZSCALER, INC.
|
|
|
|
|
|
By:
|
/s/ Remo Canessa
|
|
Name:
|
Remo Canessa
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
Date: June 7, 2018
|
By:
|
/s/ Jagtar S. Chaudhry
|
|
Name:
|
Jagtar S. Chaudhry
|
|
Title:
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
Date: June 7, 2018
|
By:
|
/s/ Remo Canessa
|
|
Name:
|
Remo Canessa
|
|
Title:
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|