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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cloudera Inc | NYSE:CLDR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.99 | 0 | 01:00:00 |
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
26-2922329
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. employer identification no.)
|
|
|
|
Page
|
|
Part I. Financial Information
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
Part II. Other Information
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
||
|
|
October 31,
2018 |
|
January 31,
2018 |
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
64,632
|
|
|
$
|
43,247
|
|
Short-term marketable securities
|
325,053
|
|
|
327,842
|
|
||
Accounts receivable, net
|
92,586
|
|
|
130,579
|
|
||
Prepaid expenses and other current assets
|
25,176
|
|
|
31,470
|
|
||
Total current assets
|
507,447
|
|
|
533,138
|
|
||
Property and equipment, net
|
21,207
|
|
|
17,600
|
|
||
Marketable securities, noncurrent
|
60,237
|
|
|
71,580
|
|
||
Intangible assets, net
|
3,884
|
|
|
5,855
|
|
||
Goodwill
|
33,621
|
|
|
33,621
|
|
||
Restricted cash
|
3,352
|
|
|
18,052
|
|
||
Other assets
|
6,767
|
|
|
9,312
|
|
||
TOTAL ASSETS
|
$
|
636,515
|
|
|
$
|
689,158
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable
|
$
|
2,085
|
|
|
$
|
2,722
|
|
Accrued compensation
|
36,834
|
|
|
41,393
|
|
||
Other accrued liabilities
|
13,376
|
|
|
13,454
|
|
||
Deferred revenue, current portion
|
242,665
|
|
|
257,141
|
|
||
Total current liabilities
|
294,960
|
|
|
314,710
|
|
||
Deferred revenue, less current portion
|
34,654
|
|
|
34,870
|
|
||
Other liabilities
|
20,336
|
|
|
16,601
|
|
||
TOTAL LIABILITIES
|
349,950
|
|
|
366,181
|
|
||
STOCKHOLDERS’ EQUITY:
|
|
|
|
||||
Common stock
|
8
|
|
|
7
|
|
||
Additional paid-in capital
|
1,460,370
|
|
|
1,385,592
|
|
||
Accumulated other comprehensive loss
|
(1,073
|
)
|
|
(832
|
)
|
||
Accumulated deficit
|
(1,172,740
|
)
|
|
(1,061,790
|
)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
286,565
|
|
|
322,977
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
636,515
|
|
|
$
|
689,158
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
99,698
|
|
|
$
|
78,105
|
|
|
$
|
278,720
|
|
|
$
|
216,762
|
|
Services
|
18,485
|
|
|
16,464
|
|
|
52,508
|
|
|
47,231
|
|
||||
Total revenue
|
118,183
|
|
|
94,569
|
|
|
331,228
|
|
|
263,993
|
|
||||
Cost of revenue:
(1) (2)
|
|
|
|
|
|
|
|
|
|||||||
Subscription
|
13,996
|
|
|
14,486
|
|
|
44,764
|
|
|
56,173
|
|
||||
Services
|
15,980
|
|
|
18,640
|
|
|
50,695
|
|
|
69,035
|
|
||||
Total cost of revenue
|
29,976
|
|
|
33,126
|
|
|
95,459
|
|
|
125,208
|
|
||||
Gross profit
|
88,207
|
|
|
61,443
|
|
|
235,769
|
|
|
138,785
|
|
||||
Operating expenses:
(1) (2)
|
|
|
|
|
|
|
|
||||||||
Research and development
|
37,563
|
|
|
38,095
|
|
|
121,027
|
|
|
176,770
|
|
||||
Sales and marketing
|
54,927
|
|
|
64,061
|
|
|
169,870
|
|
|
236,639
|
|
||||
General and administrative
|
22,067
|
|
|
15,877
|
|
|
55,493
|
|
|
69,991
|
|
||||
Total operating expenses
|
114,557
|
|
|
118,033
|
|
|
346,390
|
|
|
483,400
|
|
||||
Loss from operations
|
(26,350
|
)
|
|
(56,590
|
)
|
|
(110,621
|
)
|
|
(344,615
|
)
|
||||
Interest income, net
|
2,440
|
|
|
1,501
|
|
|
6,420
|
|
|
3,590
|
|
||||
Other income (expense), net
|
(1,126
|
)
|
|
(490
|
)
|
|
(3,154
|
)
|
|
349
|
|
||||
Net loss before benefit from (provision for) income taxes
|
(25,036
|
)
|
|
(55,579
|
)
|
|
(107,355
|
)
|
|
(340,676
|
)
|
||||
Benefit from (provision for) income taxes
|
(1,498
|
)
|
|
241
|
|
|
(3,595
|
)
|
|
(1,210
|
)
|
||||
Net loss
|
$
|
(26,534
|
)
|
|
$
|
(55,338
|
)
|
|
$
|
(110,950
|
)
|
|
$
|
(341,886
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.17
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(3.27
|
)
|
Weighted-average shares used in computing net loss per share, basic and diluted
|
152,245
|
|
|
138,506
|
|
|
149,507
|
|
|
104,551
|
|
(1)
|
Amounts include stock‑based compensation expense as follows (in thousands):
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
||||||||||
Cost of revenue – subscription
|
$
|
2,016
|
|
|
$
|
2,750
|
|
|
$
|
7,060
|
|
|
$
|
22,143
|
|
Cost of revenue – services
|
2,290
|
|
|
4,187
|
|
|
7,540
|
|
|
28,414
|
|
||||
Research and development
|
7,805
|
|
|
9,110
|
|
|
26,002
|
|
|
90,139
|
|
||||
Sales and marketing
|
5,504
|
|
|
10,070
|
|
|
14,281
|
|
|
82,748
|
|
||||
General and administrative
|
4,275
|
|
|
5,030
|
|
|
12,848
|
|
|
38,236
|
|
(2)
|
Amounts include amortization of acquired intangible assets as follows (in thousands):
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cost of revenue – subscription
|
$
|
622
|
|
|
$
|
584
|
|
|
$
|
1,866
|
|
|
$
|
1,608
|
|
Sales and marketing
|
35
|
|
|
454
|
|
|
105
|
|
|
1,315
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss
|
$
|
(26,534
|
)
|
|
$
|
(55,338
|
)
|
|
$
|
(110,950
|
)
|
|
$
|
(341,886
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gain (loss)
|
(100
|
)
|
|
59
|
|
|
(449
|
)
|
|
33
|
|
||||
Unrealized gain (loss) on investments
|
48
|
|
|
(152
|
)
|
|
208
|
|
|
(91
|
)
|
||||
Total other comprehensive loss, net of tax
|
(52
|
)
|
|
(93
|
)
|
|
(241
|
)
|
|
(58
|
)
|
||||
Comprehensive loss
|
$
|
(26,586
|
)
|
|
$
|
(55,431
|
)
|
|
$
|
(111,191
|
)
|
|
$
|
(341,944
|
)
|
|
Nine Months Ended October 31,
|
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(110,950
|
)
|
|
$
|
(341,886
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
7,759
|
|
|
9,695
|
|
||
Stock-based compensation
|
67,731
|
|
|
261,680
|
|
||
Release of deferred tax valuation allowance
|
—
|
|
|
(806
|
)
|
||
Accretion and amortization of marketable securities
|
(661
|
)
|
|
657
|
|
||
Gain on disposal of fixed assets
|
(22
|
)
|
|
(111
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
38,310
|
|
|
35,536
|
|
||
Prepaid expenses and other assets
|
8,348
|
|
|
(5,459
|
)
|
||
Accounts payable
|
561
|
|
|
(2,326
|
)
|
||
Accrued compensation
|
(7,034
|
)
|
|
(1,231
|
)
|
||
Accrued expenses and other liabilities
|
4,102
|
|
|
9,442
|
|
||
Deferred revenue
|
(14,118
|
)
|
|
14,527
|
|
||
Net cash used in operating activities
|
(5,974
|
)
|
|
(20,282
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchases of marketable securities and other investments
|
(368,914
|
)
|
|
(514,157
|
)
|
||
Sales of marketable securities and other investments
|
36,009
|
|
|
57,436
|
|
||
Maturities of marketable securities and other investments
|
346,203
|
|
|
233,732
|
|
||
Cash used in business combinations, net of cash acquired
|
—
|
|
|
(1,937
|
)
|
||
Capital expenditures
|
(9,320
|
)
|
|
(9,005
|
)
|
||
Proceeds from sale of equipment
|
29
|
|
|
145
|
|
||
Net cash provided by (used in) investing activities
|
4,007
|
|
|
(233,786
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Net proceeds from issuance of common stock in initial public offering
|
—
|
|
|
237,422
|
|
||
Net proceeds from issuance of common stock in follow-on offering
|
—
|
|
|
46,803
|
|
||
Proceeds from employee stock plans
|
18,760
|
|
|
11,221
|
|
||
Taxes paid related to net share settlement of restricted stock units
|
(8,482
|
)
|
|
(50,503
|
)
|
||
Net cash provided by financing activities
|
10,278
|
|
|
244,943
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(1,626
|
)
|
|
340
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
6,685
|
|
|
(8,785
|
)
|
||
Cash, cash equivalents and restricted cash — Beginning of period
|
61,299
|
|
|
89,632
|
|
||
Cash, cash equivalents and restricted cash — End of period
|
$
|
67,984
|
|
|
$
|
80,847
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for income taxes
|
$
|
3,069
|
|
|
$
|
1,840
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
||||
Purchases of property and equipment in other accrued liabilities
|
$
|
202
|
|
|
$
|
261
|
|
Fair value of common stock issued as consideration for business combinations
|
$
|
—
|
|
|
$
|
2,081
|
|
Offering costs in accounts payable and other accrued liabilities
|
$
|
—
|
|
|
$
|
858
|
|
Conversion of redeemable convertible preferred stock to common stock
|
$
|
—
|
|
|
$
|
657,687
|
|
|
As of October 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
64,632
|
|
|
$
|
62,797
|
|
Restricted cash
|
3,352
|
|
|
18,050
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
67,984
|
|
|
$
|
80,847
|
|
▪
|
ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
|
▪
|
ASU 2016-16,
Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory
|
▪
|
ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business
|
▪
|
ASU No. 2017-09,
Compensation
-
Stock Compensation (Topic 718): Scope of Modification Accounting
|
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Estimated
Fair Value |
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
(1)
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
17,871
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,871
|
|
Commercial paper
|
11,243
|
|
|
—
|
|
|
—
|
|
|
11,243
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
U.S. agency obligations
|
7,779
|
|
|
—
|
|
|
(10
|
)
|
|
7,769
|
|
||||
Asset-backed securities
|
73,198
|
|
|
—
|
|
|
(152
|
)
|
|
73,046
|
|
||||
Corporate notes and obligations
|
142,418
|
|
|
5
|
|
|
(363
|
)
|
|
142,060
|
|
||||
Commercial paper
|
83,181
|
|
|
1
|
|
|
(2
|
)
|
|
83,180
|
|
||||
Certificates of deposit
|
48,402
|
|
|
12
|
|
|
(10
|
)
|
|
48,404
|
|
||||
U.S. treasury securities
|
26,859
|
|
|
—
|
|
|
(28
|
)
|
|
26,831
|
|
||||
Foreign government obligations
|
4,000
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
||||
Total cash equivalents and marketable securities
|
$
|
414,951
|
|
|
$
|
18
|
|
|
$
|
(565
|
)
|
|
$
|
414,404
|
|
(1)
|
Included in “cash and cash equivalents” in the accompanying consolidated balance sheet as of
October 31, 2018
.
|
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Estimated
Fair Value |
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
(1)
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
10,226
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,226
|
|
Asset-backed securities
|
1,600
|
|
|
—
|
|
|
—
|
|
|
1,600
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
U.S. agency obligations
|
7,803
|
|
|
|
|
(39
|
)
|
|
7,764
|
|
|||||
Asset-backed securities
|
46,529
|
|
|
—
|
|
|
(124
|
)
|
|
46,405
|
|
||||
Corporate notes and obligations
|
195,460
|
|
|
3
|
|
|
(517
|
)
|
|
194,946
|
|
||||
Commercial paper
|
85,438
|
|
|
—
|
|
|
(16
|
)
|
|
85,422
|
|
||||
Municipal securities
|
13,339
|
|
|
—
|
|
|
(18
|
)
|
|
13,321
|
|
||||
Certificates of deposit
|
24,705
|
|
|
3
|
|
|
(7
|
)
|
|
24,701
|
|
||||
U.S. treasury securities
|
26,903
|
|
|
—
|
|
|
(40
|
)
|
|
26,863
|
|
||||
Total cash equivalents and marketable securities
|
$
|
412,003
|
|
|
$
|
6
|
|
|
$
|
(761
|
)
|
|
$
|
411,248
|
|
(1)
|
Included in “cash and cash equivalents” in the accompanying consolidated balance sheet as of
January 31, 2018
.
|
|
Less than 12 months
|
|
Greater than 12 months
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
||||||||||||
U.S. agency obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,770
|
|
|
$
|
(10
|
)
|
|
$
|
7,770
|
|
|
$
|
(10
|
)
|
Asset-backed securities
|
59,983
|
|
|
(96
|
)
|
|
13,063
|
|
|
(56
|
)
|
|
73,046
|
|
|
(152
|
)
|
||||||
Corporate notes and obligations
|
91,343
|
|
|
(253
|
)
|
|
37,257
|
|
|
(110
|
)
|
|
128,600
|
|
|
(363
|
)
|
||||||
Commercial paper
|
11,203
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
11,203
|
|
|
(2
|
)
|
||||||
Certificates of deposit
|
15,991
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
15,991
|
|
|
(10
|
)
|
||||||
U.S. treasury securities
|
24,854
|
|
|
(8
|
)
|
|
1,977
|
|
|
(20
|
)
|
|
26,831
|
|
|
(28
|
)
|
||||||
Foreign government obligations
|
4,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
||||||
Total
|
$
|
207,374
|
|
|
$
|
(369
|
)
|
|
$
|
60,067
|
|
|
$
|
(196
|
)
|
|
$
|
267,441
|
|
|
$
|
(565
|
)
|
|
Less than 12 months
|
|
Greater than 12 months
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
||||||||||||
U.S. agency obligations
|
$
|
7,764
|
|
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,764
|
|
|
$
|
(39
|
)
|
Asset-backed securities
|
42,399
|
|
|
(124
|
)
|
|
308
|
|
|
—
|
|
|
42,707
|
|
|
(124
|
)
|
||||||
Corporate notes and obligations
|
173,508
|
|
|
(498
|
)
|
|
7,997
|
|
|
(19
|
)
|
|
181,505
|
|
|
(517
|
)
|
||||||
Commercial paper
|
25,852
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
25,852
|
|
|
(16
|
)
|
||||||
Municipal securities
|
9,323
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
9,323
|
|
|
(18
|
)
|
||||||
Certificates of deposit
|
16,199
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
16,199
|
|
|
(7
|
)
|
||||||
U.S. treasury securities
|
21,863
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
21,863
|
|
|
(40
|
)
|
||||||
Total
|
$
|
296,908
|
|
|
$
|
(742
|
)
|
|
$
|
8,305
|
|
|
$
|
(19
|
)
|
|
$
|
305,213
|
|
|
$
|
(761
|
)
|
Level 1
|
Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
|
Level 2
|
Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
|
Level 3
|
Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
17,871
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,871
|
|
Commercial paper
|
—
|
|
|
11,243
|
|
|
—
|
|
|
11,243
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
U.S. agency obligations
|
—
|
|
|
7,769
|
|
|
—
|
|
|
7,769
|
|
||||
Asset-backed securities
|
—
|
|
|
73,046
|
|
|
—
|
|
|
73,046
|
|
||||
Corporate notes and obligations
|
—
|
|
|
142,060
|
|
|
—
|
|
|
142,060
|
|
||||
Commercial paper
|
—
|
|
|
83,180
|
|
|
—
|
|
|
83,180
|
|
||||
Certificates of deposit
|
—
|
|
|
48,404
|
|
|
—
|
|
|
48,404
|
|
||||
U.S. treasury securities
(1)
|
14,861
|
|
|
11,970
|
|
|
—
|
|
|
26,831
|
|
||||
Foreign government obligations
|
—
|
|
|
4,000
|
|
|
—
|
|
|
4,000
|
|
||||
Total financial assets
|
$
|
32,732
|
|
|
$
|
381,672
|
|
|
$
|
—
|
|
|
$
|
414,404
|
|
(1)
|
U.S. treasury securities classified as Level 1 are U.S. treasury bills for which there are quoted prices in active markets.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
10,226
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,226
|
|
Asset-backed securities
|
—
|
|
|
1,600
|
|
|
—
|
|
|
1,600
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
U.S. agency obligations
|
—
|
|
|
7,764
|
|
|
—
|
|
|
7,764
|
|
||||
Asset-backed securities
|
—
|
|
|
46,405
|
|
|
—
|
|
|
46,405
|
|
||||
Corporate notes and obligations
|
—
|
|
|
194,946
|
|
|
—
|
|
|
194,946
|
|
||||
Commercial paper
|
—
|
|
|
85,422
|
|
|
—
|
|
|
85,422
|
|
||||
Municipal securities
|
—
|
|
|
13,321
|
|
|
—
|
|
|
13,321
|
|
||||
Certificates of deposit
|
—
|
|
|
24,701
|
|
|
—
|
|
|
24,701
|
|
||||
U.S. treasury securities
(1)
|
24,886
|
|
|
1,977
|
|
|
—
|
|
|
26,863
|
|
||||
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
14,672
|
|
|
—
|
|
|
—
|
|
|
14,672
|
|
||||
Total financial assets
|
$
|
49,784
|
|
|
$
|
376,136
|
|
|
$
|
—
|
|
|
$
|
425,920
|
|
(1)
|
U.S. treasury securities classified as Level 1 are U.S. treasury bills for which there are quoted prices in active markets.
|
|
As of
|
||||||
|
October 31, 2018
|
|
January 31, 2018
|
||||
Computer equipment and software
|
$
|
18,250
|
|
|
$
|
17,139
|
|
Office furniture and equipment
|
10,393
|
|
|
7,981
|
|
||
Leasehold improvements
|
20,184
|
|
|
13,469
|
|
||
Construction in progress
|
432
|
|
|
3,243
|
|
||
Property and equipment, gross
|
49,259
|
|
|
41,832
|
|
||
Less: accumulated depreciation and amortization
|
(28,052
|
)
|
|
(24,232
|
)
|
||
Property and equipment, net
|
$
|
21,207
|
|
|
$
|
17,600
|
|
|
Gross Fair
Value |
|
Accumulated
Amortization |
|
Net Book
Value |
|
Weighted Average
Remaining Useful Life (in years) |
||||||
Developed technology
|
$
|
11,986
|
|
|
$
|
(8,636
|
)
|
|
$
|
3,350
|
|
|
2.0
|
Customer relationships and other acquired intangible assets
|
6,797
|
|
|
(6,263
|
)
|
|
534
|
|
|
3.8
|
|||
Total
|
$
|
18,783
|
|
|
$
|
(14,899
|
)
|
|
$
|
3,884
|
|
|
2.3
|
|
Gross Fair
Value |
|
Accumulated
Amortization |
|
Net Book
Value |
|
Weighted Average
Remaining Useful Life (in years) |
||||||
Developed technology
|
$
|
11,986
|
|
|
$
|
(6,769
|
)
|
|
$
|
5,217
|
|
|
2.5
|
Customer relationships and other acquired intangible assets
|
6,797
|
|
|
(6,159
|
)
|
|
638
|
|
|
4.6
|
|||
Total
|
$
|
18,783
|
|
|
$
|
(12,928
|
)
|
|
$
|
5,855
|
|
|
2.8
|
|
|
||
Remaining three months of fiscal 2019
|
$
|
657
|
|
2020
|
1,737
|
|
|
2021
|
944
|
|
|
2022
|
464
|
|
|
2023 and thereafter
|
82
|
|
|
Total amortization expense
|
$
|
3,884
|
|
|
As of
|
||||||
|
October 31,
2018 |
|
January 31,
2018 |
||||
Accrued salaries, benefits and commissions
|
$
|
11,513
|
|
|
$
|
15,039
|
|
Accrued bonuses
|
15,376
|
|
|
17,875
|
|
||
Employee stock purchase plan withholdings
|
5,468
|
|
|
2,238
|
|
||
Accrued compensation related taxes and other
|
4,477
|
|
|
6,241
|
|
||
Total accrued compensation
|
$
|
36,834
|
|
|
$
|
41,393
|
|
|
As of
|
||||||
|
October 31,
2018 |
|
January 31,
2018 |
||||
Accrued taxes
|
$
|
2,815
|
|
|
$
|
2,092
|
|
Accrued professional costs
|
3,061
|
|
|
2,463
|
|
||
Accrued self-insurance costs
|
1,234
|
|
|
1,285
|
|
||
Accrued travel
|
1,710
|
|
|
1,492
|
|
||
Accrued sublessee liability
|
—
|
|
|
1,573
|
|
||
Other
|
4,556
|
|
|
4,549
|
|
||
Total other accrued liabilities
|
$
|
13,376
|
|
|
$
|
13,454
|
|
|
Minimum Lease Payments
|
|
Sublease Rental Proceeds
|
|
Net Minimum Lease Payments
|
||||||
Remaining three months of fiscal 2019
|
$
|
9,078
|
|
|
$
|
(3,706
|
)
|
|
$
|
5,372
|
|
2020
|
36,006
|
|
|
(15,073
|
)
|
|
20,933
|
|
|||
2021
|
35,468
|
|
|
(14,446
|
)
|
|
21,022
|
|
|||
2022
|
31,778
|
|
|
(10,858
|
)
|
|
20,920
|
|
|||
2023
|
29,480
|
|
|
(4,388
|
)
|
|
25,092
|
|
|||
2024 and thereafter
|
133,387
|
|
|
—
|
|
|
133,387
|
|
|||
Total
|
$
|
275,197
|
|
|
$
|
(48,471
|
)
|
|
$
|
226,726
|
|
|
Stock Options Outstanding
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|
Aggregate
Intrinsic Value (in thousands) |
|||||
Balance —January 31, 2018
|
18,406,920
|
|
|
$
|
5.03
|
|
|
5.3
|
|
$
|
252,571
|
|
Exercised
|
(2,269,841
|
)
|
|
4.10
|
|
|
|
|
|
|||
Canceled
|
(452,790
|
)
|
|
11.63
|
|
|
|
|
|
|||
Balance — October 31, 2018
|
15,684,289
|
|
|
$
|
4.98
|
|
|
4.6
|
|
$
|
143,819
|
|
|
Restricted Stock Units Outstanding
|
|||||
|
Number of Restricted Stock Units
|
|
Weighted-Average Grant Date Fair Value Per Share
|
|||
Balance —January 31, 2018
|
22,243,334
|
|
|
$
|
16.08
|
|
Granted
|
4,769,550
|
|
|
16.78
|
|
|
Canceled
|
(3,568,772
|
)
|
|
15.79
|
|
|
Vested and converted to shares
|
(5,862,431
|
)
|
|
16.05
|
|
|
Balance —October 31, 2018
|
17,581,681
|
|
|
$
|
16.35
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
99,698
|
|
|
$
|
78,105
|
|
|
$
|
278,720
|
|
|
$
|
216,762
|
|
Services
|
18,485
|
|
|
16,464
|
|
|
52,508
|
|
|
47,231
|
|
||||
Total revenue
|
$
|
118,183
|
|
|
$
|
94,569
|
|
|
$
|
331,228
|
|
|
$
|
263,993
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Contribution margin:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
88,340
|
|
|
$
|
66,953
|
|
|
$
|
242,882
|
|
|
$
|
184,340
|
|
Services
|
4,795
|
|
|
2,011
|
|
|
9,353
|
|
|
6,610
|
|
||||
Total segment contribution margin
|
$
|
93,135
|
|
|
$
|
68,964
|
|
|
$
|
252,235
|
|
|
$
|
190,950
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Segment contribution margin
|
$
|
93,135
|
|
|
$
|
68,964
|
|
|
$
|
252,235
|
|
|
$
|
190,950
|
|
Amortization of acquired intangible assets
|
(657
|
)
|
|
(1,038
|
)
|
|
(1,971
|
)
|
|
(2,923
|
)
|
||||
Stock-based compensation expense
|
(21,890
|
)
|
|
(31,147
|
)
|
|
(67,731
|
)
|
|
(261,680
|
)
|
||||
Corporate costs, such as research and development, corporate general and administrative and other
|
(96,938
|
)
|
|
(93,369
|
)
|
|
(293,154
|
)
|
|
(270,962
|
)
|
||||
Loss from operations
|
$
|
(26,350
|
)
|
|
$
|
(56,590
|
)
|
|
$
|
(110,621
|
)
|
|
$
|
(344,615
|
)
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(26,534
|
)
|
|
$
|
(55,338
|
)
|
|
$
|
(110,950
|
)
|
|
$
|
(341,886
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares used in computing net loss, per share basic and diluted
|
152,245
|
|
|
138,506
|
|
|
149,507
|
|
|
104,551
|
|
||||
Net loss per share, basic and diluted
|
$
|
(0.17
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(3.27
|
)
|
|
As of October 31,
|
||||
|
2018
|
|
2017
|
||
Stock options to purchase common stock
|
15,684
|
|
|
21,489
|
|
Restricted stock units
|
17,582
|
|
|
16,917
|
|
Shares issuable pursuant to the ESPP
|
520
|
|
|
925
|
|
Total
|
33,786
|
|
|
39,331
|
|
•
|
the subscription revenue in a given quarter from end user customers that had subscription revenue in the same quarter of the prior year,
|
•
|
the subscription revenue attributable to that same group of customers in that prior quarter.
|
Cost of revenue – subscription
|
$
|
15,292
|
|
Cost of revenue – services
|
19,695
|
|
|
Research and development
|
65,250
|
|
|
Sales and marketing
|
58,219
|
|
|
General and administrative
|
23,080
|
|
|
Total stock‑based compensation expense
|
$
|
181,536
|
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
99,698
|
|
|
$
|
78,105
|
|
|
$
|
278,720
|
|
|
$
|
216,762
|
|
Services
|
18,485
|
|
|
16,464
|
|
|
52,508
|
|
|
47,231
|
|
||||
Total revenue
|
118,183
|
|
|
94,569
|
|
|
331,228
|
|
|
263,993
|
|
||||
Cost of revenue:
(1) (2)
|
|
|
|
|
|
|
|
||||||||
Subscription
|
13,996
|
|
|
14,486
|
|
|
44,764
|
|
|
56,173
|
|
||||
Services
|
15,980
|
|
|
18,640
|
|
|
50,695
|
|
|
69,035
|
|
||||
Total cost of revenue
|
29,976
|
|
|
33,126
|
|
|
95,459
|
|
|
125,208
|
|
||||
Gross profit
|
88,207
|
|
|
61,443
|
|
|
235,769
|
|
|
138,785
|
|
||||
Operating expenses:
(1) (2)
|
|
|
|
|
|
|
|
||||||||
Research and development
|
37,563
|
|
|
38,095
|
|
|
121,027
|
|
|
176,770
|
|
||||
Sales and marketing
|
54,927
|
|
|
64,061
|
|
|
169,870
|
|
|
236,639
|
|
||||
General and administrative
|
22,067
|
|
|
15,877
|
|
|
55,493
|
|
|
69,991
|
|
||||
Total operating expenses
|
114,557
|
|
|
118,033
|
|
|
346,390
|
|
|
483,400
|
|
||||
Loss from operations
|
(26,350
|
)
|
|
(56,590
|
)
|
|
(110,621
|
)
|
|
(344,615
|
)
|
||||
Interest income, net
|
2,440
|
|
|
1,501
|
|
|
6,420
|
|
|
3,590
|
|
||||
Other income (expense), net
|
(1,126
|
)
|
|
(490
|
)
|
|
(3,154
|
)
|
|
349
|
|
||||
Net loss before benefit from (provision for) income taxes
|
(25,036
|
)
|
|
(55,579
|
)
|
|
(107,355
|
)
|
|
(340,676
|
)
|
||||
Benefit from (provision for) income taxes
|
(1,498
|
)
|
|
241
|
|
|
(3,595
|
)
|
|
(1,210
|
)
|
||||
Net loss
|
$
|
(26,534
|
)
|
|
$
|
(55,338
|
)
|
|
$
|
(110,950
|
)
|
|
$
|
(341,886
|
)
|
(1)
|
Amounts include stock‑based compensation expense as follows:
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue – subscription
|
$
|
2,016
|
|
|
$
|
2,750
|
|
|
$
|
7,060
|
|
|
$
|
22,143
|
|
Cost of revenue – services
|
2,290
|
|
|
4,187
|
|
|
7,540
|
|
|
28,414
|
|
||||
Research and development
|
7,805
|
|
|
9,110
|
|
|
26,002
|
|
|
90,139
|
|
||||
Sales and marketing
|
5,504
|
|
|
10,070
|
|
|
14,281
|
|
|
82,748
|
|
||||
General and administrative
|
4,275
|
|
|
5,030
|
|
|
12,848
|
|
|
38,236
|
|
||||
Total stock-based compensation expense
|
$
|
21,890
|
|
|
$
|
31,147
|
|
|
$
|
67,731
|
|
|
$
|
261,680
|
|
(2)
|
Amounts include amortization of acquired intangible assets as follows:
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue – subscription
|
$
|
622
|
|
|
$
|
584
|
|
|
$
|
1,866
|
|
|
$
|
1,608
|
|
Sales and marketing
|
35
|
|
|
454
|
|
|
105
|
|
|
1,315
|
|
||||
Total amortization of acquired intangible assets
|
$
|
657
|
|
|
$
|
1,038
|
|
|
$
|
1,971
|
|
|
$
|
2,923
|
|
(1)
|
Amounts include stock‑based compensation expense as a percentage of total revenue as follows:
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Cost of revenue – subscription
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
|
8
|
%
|
Cost of revenue – services
|
2
|
|
|
4
|
|
|
2
|
|
|
11
|
|
Research and development
|
7
|
|
|
10
|
|
|
8
|
|
|
34
|
|
Sales and marketing
|
5
|
|
|
11
|
|
|
4
|
|
|
31
|
|
General and administrative
|
4
|
|
|
5
|
|
|
4
|
|
|
15
|
|
Total stock-based compensation expense
|
20
|
%
|
|
33
|
%
|
|
20
|
%
|
|
99
|
%
|
(2)
|
Amounts include amortization of acquired intangible assets as a percentage of total revenue as follows:
|
|
Three Months Ended October 31,
|
|
Nine Months Ended October 31,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Cost of revenue – subscription
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Sales and marketing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total amortization of acquired intangible assets
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
Three Months Ended October 31,
|
|
Change
|
|
Nine Months Ended October 31,
|
|
Change
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Subscription
|
$
|
99,698
|
|
|
$
|
78,105
|
|
|
$
|
21,593
|
|
|
28
|
%
|
|
$
|
278,720
|
|
|
$
|
216,762
|
|
|
$
|
61,958
|
|
|
29
|
%
|
Services
|
18,485
|
|
|
16,464
|
|
|
2,021
|
|
|
12
|
%
|
|
52,508
|
|
|
47,231
|
|
|
5,277
|
|
|
11
|
%
|
||||||
Total revenue
|
$
|
118,183
|
|
|
$
|
94,569
|
|
|
$
|
23,614
|
|
|
25
|
%
|
|
$
|
331,228
|
|
|
$
|
263,993
|
|
|
$
|
67,235
|
|
|
25
|
%
|
As a percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Subscription
|
84
|
%
|
|
83
|
%
|
|
|
|
|
|
84
|
%
|
|
82
|
%
|
|
|
|
|
||||||||||
Services
|
16
|
%
|
|
17
|
%
|
|
|
|
|
|
16
|
%
|
|
18
|
%
|
|
|
|
|
||||||||||
Total revenue
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Three Months Ended October 31,
|
|
Change
|
|
Nine Months Ended October 31,
|
|
Change
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Subscription
|
$
|
13,996
|
|
|
$
|
14,486
|
|
|
$
|
(490
|
)
|
|
(3
|
)%
|
|
$
|
44,764
|
|
|
$
|
56,173
|
|
|
$
|
(11,409
|
)
|
|
(20
|
)%
|
Services
|
15,980
|
|
|
18,640
|
|
|
(2,660
|
)
|
|
(14
|
)%
|
|
50,695
|
|
|
69,035
|
|
|
(18,340
|
)
|
|
(27
|
)%
|
||||||
Total cost of revenue
|
$
|
29,976
|
|
|
$
|
33,126
|
|
|
$
|
(3,150
|
)
|
|
(10
|
)%
|
|
$
|
95,459
|
|
|
$
|
125,208
|
|
|
$
|
(29,749
|
)
|
|
(24
|
)%
|
Gross profit
|
$
|
88,207
|
|
|
$
|
61,443
|
|
|
$
|
26,764
|
|
|
44
|
%
|
|
$
|
235,769
|
|
|
$
|
138,785
|
|
|
$
|
96,984
|
|
|
70
|
%
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Subscription
|
86
|
%
|
|
81
|
%
|
|
|
|
|
|
84
|
%
|
|
74
|
%
|
|
|
|
|
||||||||||
Services
|
14
|
%
|
|
(13
|
)%
|
|
|
|
|
|
3
|
%
|
|
(46
|
)%
|
|
|
|
|
||||||||||
Total gross margin
|
75
|
%
|
|
65
|
%
|
|
|
|
|
|
71
|
%
|
|
53
|
%
|
|
|
|
|
||||||||||
Cost of revenue, as a percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Subscription
|
12
|
%
|
|
15
|
%
|
|
|
|
|
|
14
|
%
|
|
21
|
%
|
|
|
|
|
||||||||||
Services
|
13
|
%
|
|
20
|
%
|
|
|
|
|
|
15
|
%
|
|
26
|
%
|
|
|
|
|
||||||||||
Total cost of revenue
|
25
|
%
|
|
35
|
%
|
|
|
|
|
|
29
|
%
|
|
47
|
%
|
|
|
|
|
|
Three Months Ended October 31,
|
|
Change
|
|
Nine Months Ended October 31,
|
|
Change
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Research and development
|
$
|
37,563
|
|
|
$
|
38,095
|
|
|
$
|
(532
|
)
|
|
(1
|
)%
|
|
$
|
121,027
|
|
|
$
|
176,770
|
|
|
$
|
(55,743
|
)
|
|
(32
|
)%
|
Sales and marketing
|
54,927
|
|
|
64,061
|
|
|
(9,134
|
)
|
|
(14
|
)%
|
|
169,870
|
|
|
236,639
|
|
|
(66,769
|
)
|
|
(28
|
)%
|
||||||
General and administrative
|
22,067
|
|
|
15,877
|
|
|
6,190
|
|
|
39
|
%
|
|
55,493
|
|
|
69,991
|
|
|
(14,498
|
)
|
|
(21
|
)%
|
||||||
Total operating expenses
|
$
|
114,557
|
|
|
$
|
118,033
|
|
|
$
|
(3,476
|
)
|
|
(3
|
)%
|
|
$
|
346,390
|
|
|
$
|
483,400
|
|
|
$
|
(137,010
|
)
|
|
(28
|
)%
|
Operating expenses, as a percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Research and development
|
32
|
%
|
|
40
|
%
|
|
|
|
|
|
36
|
%
|
|
67
|
%
|
|
|
|
|
||||||||||
Sales and marketing
|
46
|
%
|
|
68
|
%
|
|
|
|
|
|
51
|
%
|
|
90
|
%
|
|
|
|
|
||||||||||
General and administrative
|
19
|
%
|
|
17
|
%
|
|
|
|
|
|
17
|
%
|
|
26
|
%
|
|
|
|
|
||||||||||
Total operating expenses
|
97
|
%
|
|
125
|
%
|
|
|
|
|
|
104
|
%
|
|
183
|
%
|
|
|
|
|
|
Three Months Ended October 31,
|
|
Change
|
|
Nine Months Ended October 31,
|
|
Change
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Interest income, net
|
$
|
2,440
|
|
|
$
|
1,501
|
|
|
$
|
939
|
|
|
63
|
%
|
|
$
|
6,420
|
|
|
$
|
3,590
|
|
|
$
|
2,830
|
|
|
79
|
%
|
|
Three Months Ended October 31,
|
|
Change
|
|
Nine Months Ended October 31,
|
|
Change
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||
Other income (expense)
|
$
|
(1,126
|
)
|
|
$
|
(490
|
)
|
|
$
|
(636
|
)
|
|
130%
|
|
$
|
(3,154
|
)
|
|
$
|
349
|
|
|
$
|
(3,503
|
)
|
|
not meaningful
|
|
Three Months Ended October 31,
|
|
Change
|
|
Nine Months Ended October 31,
|
|
Change
|
|||||||||||||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||||
Benefit from (provision for) income taxes
|
$
|
(1,498
|
)
|
|
$
|
241
|
|
|
$
|
(1,739
|
)
|
|
not meaningful
|
|
$
|
(3,595
|
)
|
|
$
|
(1,210
|
)
|
|
$
|
(2,385
|
)
|
|
197
|
%
|
|
Nine Months Ended October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Cash used in operating activities
|
$
|
(5,974
|
)
|
|
$
|
(20,282
|
)
|
Cash provided by (used in) investing activities
|
4,007
|
|
|
(233,786
|
)
|
||
Cash provided by financing activities
|
10,278
|
|
|
244,943
|
|
||
Effect of exchange rate changes
|
(1,626
|
)
|
|
340
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
6,685
|
|
|
$
|
(8,785
|
)
|
•
|
investments in our research and development team and in the development of new solutions and enhancements of our platform, including contributions to the open source data management ecosystem;
|
•
|
investments in sales and marketing, including expanding our sales force, increasing our customer base, increasing market awareness of our platform and development of new technologies;
|
•
|
expanding of our operations and infrastructure, including internationally;
|
•
|
hiring additional employees; and
|
•
|
incurring costs associated with general administration, including legal, accounting and other expenses related to being a public company.
|
•
|
legacy data management product providers such as HP, IBM, Oracle and Teradata;
|
•
|
public cloud providers who include proprietary data management, machine learning and analytics offerings, such as Amazon Web Services, Google Cloud Platform and Microsoft Azure;
|
•
|
strategic and technology partners who may also offer our competitors’ technology or otherwise partner with them, including our strategic partners who provide Partner Solutions (as defined below) as they may offer a substantially similar solution based on a competitor’s technology; and
|
•
|
open source companies, including Hortonworks and MapR, as well as internal IT organizations that provide open source self‑support for their enterprises.
|
•
|
greater name recognition, longer operating histories and larger customer bases;
|
•
|
larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products;
|
•
|
broader, deeper or otherwise more established relationships with technology, channel and distribution partners and customers;
|
•
|
wider geographic presence or greater access to larger customer bases;
|
•
|
greater focus in specific geographies;
|
•
|
lower labor and research and development costs;
|
•
|
larger and more mature intellectual property portfolios; and
|
•
|
substantially greater financial, technical and other resources to provide support, to make acquisitions and to develop and introduce new products.
|
•
|
the budgeting cycles and purchasing practices of our customers, including their tendency to purchase in the fourth quarter of our fiscal year and near the end of each quarter, and the timing of subsequent contract renewals;
|
•
|
the achievement of milestones in connection with delivery of services, impacting the timing of services revenue recognition;
|
•
|
subscriptions from large corporate enterprises;
|
•
|
price competition;
|
•
|
our ability to attract and retain new customers;
|
•
|
our ability to expand penetration within our existing customer base;
|
•
|
the timing and success of new solutions by us and our competitors;
|
•
|
changes in customer requirements or market needs and our ability to make corresponding changes to our business;
|
•
|
changes in the competitive landscape, including consolidation among our competitors or customers;
|
•
|
general economic conditions, both domestically and in our foreign markets;
|
•
|
the timing and amount of certain payments and expenses, such as research and development expenses, sales commissions and stock‑based compensation;
|
•
|
our inability to adjust certain fixed costs and expenses, particularly in research and development, for changes in demand;
|
•
|
increases or decreases in our revenue and expenses caused by fluctuations in foreign currency exchange rates, as an increasing portion of our revenue is collected and expenses are incurred and paid in currencies other than the U.S. dollar;
|
•
|
the cost of and potential outcomes of existing and future claims or litigation, which could have a material adverse effect on our business;
|
•
|
future accounting pronouncements and changes in our accounting policies; and
|
•
|
changes in tax laws or tax regulations.
|
•
|
expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate or work around errors or defects;
|
•
|
loss of existing or potential customers or channel partners;
|
•
|
delayed or lost revenue;
|
•
|
delay or failure to attain market acceptance;
|
•
|
delay in the development or release of new solutions or services;
|
•
|
negative publicity, which will harm our reputation;
|
•
|
warranty claims against us, which could result in an increase in our provision for doubtful accounts;
|
•
|
an increase in collection cycles for accounts receivable or the expense and risk of litigation; and
|
•
|
harm to our results of operations.
|
•
|
recruiting, training, integrating and retaining new employees, particularly for our sales and research and development teams;
|
•
|
developing and improving our internal administrative infrastructure, particularly our financial, operational, compliance, recordkeeping, communications and other internal systems;
|
•
|
managing our international operations and the risks associated therewith;
|
•
|
maintaining high levels of satisfaction with our platform among our customers; and
|
•
|
effectively managing expenses related to any future growth.
|
•
|
a relatively large number of transactions occur at the end of the quarter. Invoicing of those transactions may or may not occur before the end of the quarter based on a number of factors including receipt of information from the customer, volume of transactions and holidays. A shift of a few days has little economic impact on our business, but will shift deferred revenue from one period into the next;
|
•
|
multi‑year upfront billings may distort trends;
|
•
|
subscriptions that have deferred start dates; and
|
•
|
services that are invoiced upon delivery.
|
•
|
our failure to predict market demand accurately in terms of platform functionality, including curating new open source projects, and to supply a platform that meets this demand in a timely fashion;
|
•
|
delays in releasing to the market our new components or enhancements to our platform to the market;
|
•
|
defects, errors or failures;
|
•
|
complexity in the implementation or utilization of the new components and enhancements;
|
•
|
negative publicity about their performance or effectiveness;
|
•
|
introduction or anticipated introduction of competing platforms by our competitors;
|
•
|
poor business conditions for our end‑customers, causing them to delay IT purchases; and
|
•
|
reluctance of customers to purchase platforms incorporating open source software or to purchase hybrid platforms.
|
•
|
an acquisition may negatively impact our results of operations because it:
|
–
|
may require us to incur charges, including integration and restructuring costs, both one‑time and ongoing, as well as substantial debt or liabilities, including unanticipated and unknown liabilities,
|
–
|
may cause adverse tax consequences, substantial depreciation or deferred compensation charges,
|
–
|
may result in acquired in‑process research and development expenses or in the future may require the amortization, write‑down or impairment of amounts related to deferred compensation, goodwill and other intangible assets, or
|
–
|
may not generate sufficient financial returns for us to offset our acquisition costs;
|
•
|
we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;
|
•
|
an acquisition and integration process is complex, expensive and time consuming, and may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
|
•
|
an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company;
|
•
|
an acquisition may result in increased regulatory and compliance requirements;
|
•
|
an acquisition may result in increased uncertainty if we enter into businesses, markets or business models in which we have limited or no prior experience and in which competitors have stronger market positions;
|
•
|
we may encounter difficulties in maintaining the key business relationships and the reputations of the businesses we acquire, and we may be dependent on unfamiliar affiliates and partners of the companies we acquire;
|
•
|
we may fail to maintain sufficient controls, policies and procedures, including integrating any acquired business into our control environment;
|
•
|
we may fail to achieve anticipated synergies, including with respect to complementary software or services;
|
•
|
we may obtain unanticipated or unknown liabilities, including intellectual property or other claims, or become exposed to unanticipated risks in connection with any acquisition; and
|
•
|
an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience.
|
•
|
challenges caused by distance, language, cultural and ethical differences and the competitive environment;
|
•
|
heightened risks of unethical, unfair or corrupt business practices, actual or claimed, in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, and irregularities in, financial statements;
|
•
|
foreign exchange restrictions and fluctuations in currency exchange rates, including that, because a majority of our international contracts are denominated in U.S. dollars, an increase in the strength of the U.S. dollar may make doing business with us less appealing to a non‑U.S. dollar denominated customer;
|
•
|
application of multiple and conflicting laws and regulations, including complications due to unexpected changes in foreign laws and regulatory requirements;
|
•
|
risks associated with trade restrictions and foreign import requirements, including the importation, certification and localization of our solutions required in foreign countries, as well as changes in trade, tariffs, restrictions, withholding taxes or other requirements;
|
•
|
new and different sources of competition;
|
•
|
potentially different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;
|
•
|
management communication and integration problems resulting from cultural differences and geographic dispersion;
|
•
|
potentially adverse tax consequences, including multiple and possibly overlapping tax structures, the complexities of foreign value‑added tax systems, restrictions on the repatriation of earnings and changes in tax rates;
|
•
|
greater difficulty in enforcing contracts, accounts receivable collection and longer collection periods;
|
•
|
the uncertainty and limitation of protection for intellectual property rights in some countries;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
lack of familiarity with locals laws, customs and practices, and laws and business practices favoring local competitors or partners; and
|
•
|
political, social and economic instability abroad, terrorist attacks and security concerns in general.
|
•
|
overall performance of the equity markets;
|
•
|
actual or anticipated fluctuations in our operating results or net revenue expansion rate;
|
•
|
changes in the financial projections we may provide to the public or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors, even if we meet our own projections;
|
•
|
recruitment or departure of key personnel;
|
•
|
the economy as a whole and market conditions in our industry;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
|
•
|
developments or disputes concerning our intellectual property or our offerings, or third‑party proprietary rights;
|
•
|
announced or completed acquisitions of businesses or technologies by us or our competitors;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
|
•
|
changes in accounting standards, policies, guidelines, interpretations or principles;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
lawsuits threatened or filed against us;
|
•
|
other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;
|
•
|
the expiration of contractual lock‑up or market standoff agreements; and
|
•
|
sales of shares of our common stock by us or our stockholders.
|
•
|
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 chairman of our board of directors, our chief executive officer, our lead director, 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 effect such amendments to facilitate an unsolicited takeover attempt;
|
•
|
the ability of our board of directors to amend the 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 the bylaws to facilitate an unsolicited takeover attempt;
|
•
|
the requirement that in order for a stockholder to be eligible to propose a nomination or other business to be considered at an annual meeting of our stockholders, such stockholder must have continuously beneficially owned at least 1% of our outstanding common stock for a period of one year before giving such notice, which may discourage, delay or deter stockholders or a potential acquirer from conducting a solicitation of proxies to elect the their own slate of directors or otherwise attempting to obtain control of us or influence over our business; and
|
•
|
advance notice procedures with which stockholders must comply in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage, delay or deter stockholders or a potential acquirer from conducting a solicitation of proxies to elect the their own slate of directors or otherwise attempting to obtain control of us or influence over our business.
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
|||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
||
2.1
|
|
|
8-K
|
|
001-38069
|
|
2.1
|
|
|
10/3/2018
|
|
|
|
10.22
|
|
|
8-K
|
|
001-38069
|
|
10.1
|
|
|
10/3/2018
|
|
|
|
10.23
|
|
|
8-K
|
|
001-38069
|
|
10.2
|
|
|
10/3/2018
|
|
|
|
31.01
|
|
|
|
|
|
|
|
|
|
|
X
|
||
31.02
|
|
|
|
|
|
|
|
|
|
|
X
|
||
32.01*
|
|
|
|
|
|
|
|
|
|
|
X
|
||
32.02*
|
|
|
|
|
|
|
|
|
|
|
X
|
||
99.1
|
|
|
|
|
|
|
|
|
|
|
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 Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
*
|
This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
|
|
CLOUDERA, INC.
|
|
|
|
|
|
December 6, 2018
|
|
By:
|
/s/ Thomas J. Reilly
|
|
|
|
Thomas J. Reilly
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
December 6, 2018
|
|
By:
|
/s/ Jim Frankola
|
|
|
|
Jim Frankola
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1 Year Cloudera Chart |
1 Month Cloudera Chart |
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