PagerDuty, Inc. - Quarter Report: 2022 April (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-Q
_________________________
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended April 30, 2022
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission File Number: 001-38856
PAGERDUTY, INC.
(Exact name of registrant as specified in its charter)
_________________________
| Delaware | 27-2793871 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
600 Townsend St., Suite 200
San Francisco, CA 94103
(844) 800-3889
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.000005 par value | PD | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | o | |||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The total number of shares of common stock outstanding as of May 31, 2022, was 87,838,100.
PAGERDUTY, INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1 | ||||||||
Item 2 | ||||||||
Item 3 | ||||||||
Item 4 | ||||||||
Part II - OTHER INFORMATION
Item 1 | ||||||||
Item 1A | ||||||||
Item 2 | ||||||||
Item 6 | ||||||||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or this Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which statements involve substantial risk and uncertainties. All statements contained in this Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” “target,” and similar expressions are intended to identify forward-looking statements.
Forward-looking statement contained in this Form 10-Q include, but are not limited to, statements about our expectations regarding:
•the effect of uncertainties related to the novel coronavirus and resulting COVID-19 pandemic on U.S. and global markets, our business, operations, revenue results, cash flow, operating expenses, demand for our solutions, sales cycles, customer retention, and our customers’ businesses;
•trends in key business metrics, including number of customers and dollar-based net retention rate, and non-GAAP financial measures and their usefulness in evaluating our business;
•trends in revenue, cost of revenue, and gross margin;
•trends in operating expenses, including research and development, sales and marketing, and general and administrative expense, and expectations regarding these expenses as a percentage of revenue;
•our existing cash and cash equivalents and cash provided by sales of our subscriptions being sufficient to support working capital and capital expenditures for at least the next 12 months;
•our ability to successfully identify, acquire, and integrate complementary companies, technologies, and assets;
•our ability to service the interest on our convertible notes and repay such notes, to the extent required;
•our efforts to maintain proper and effective internal controls;
•our ability to expand our operations and increase adoption of our platform internationally;
•our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business both in the United States and internationally;
•the increased expenses and administrative workload associated with being a public company; and
•other statements regarding our future operations, financial condition, and prospects and business strategies.
Such forward-looking statements are based on our expectations as of the date of this filing and are subject to a number of risks, uncertainties and assumptions, including but not limited to, risks detailed in the “Risk Factors” section of this Form 10-Q and in our Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made in this Form 10-Q and in other documents we file from time to time with the Securities and Exchange Commission, or the SEC, that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely on forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or may not occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. In addition, the forward-looking statements in this Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update any of these forward-looking statements for any reason after the date of this Form 10-Q or to conform these statements to actual results or revised expectations.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
PAGERDUTY, INC.
Condensed Consolidated Balance Sheets
(in thousands)
| As of April 30, 2022 | As of January 31, 2022 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 273,859 | $ | 349,785 | |||||||
| Investments | 193,600 | 193,571 | |||||||||
Accounts receivable, net of allowance for credit losses of $2,340 and $1,809 as of April 30, 2022 and January 31, 2022, respectively | 60,114 | 75,279 | |||||||||
| Deferred contract costs, current | 17,060 | 16,672 | |||||||||
| Prepaid expenses and other current assets | 13,284 | 9,777 | |||||||||
| Total current assets | 557,917 | 645,084 | |||||||||
| Property and equipment, net | 17,946 | 18,229 | |||||||||
| Deferred contract costs, non-current | 26,304 | 26,159 | |||||||||
| Lease right-of-use assets | 19,082 | 20,227 | |||||||||
| Goodwill | 119,262 | 72,126 | |||||||||
| Intangible assets, net | 43,092 | 23,133 | |||||||||
| Other assets | 1,092 | 1,490 | |||||||||
| Total assets | $ | 784,695 | $ | 806,448 | |||||||
Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 9,320 | $ | 9,505 | |||||||
| Accrued expenses and other current liabilities | 14,195 | 13,640 | |||||||||
| Accrued compensation | 27,769 | 35,327 | |||||||||
| Deferred revenue, current | 162,893 | 162,881 | |||||||||
| Lease liabilities, current | 5,741 | 5,637 | |||||||||
| Total current liabilities | 219,918 | 226,990 | |||||||||
| Convertible senior notes, net | 281,515 | 281,069 | |||||||||
| Deferred revenue, non-current | 4,416 | 7,343 | |||||||||
| Lease liabilities, non-current | 19,415 | 20,912 | |||||||||
| Other liabilities | 3,273 | 3,159 | |||||||||
| Total liabilities | 528,537 | 539,473 | |||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock | — | — | |||||||||
| Additional paid-in capital | 639,318 | 616,467 | |||||||||
| Accumulated other comprehensive loss | (1,517) | (669) | |||||||||
| Accumulated deficit | (381,643) | (348,823) | |||||||||
| Total stockholders’ equity | 256,158 | 266,975 | |||||||||
Total liabilities and stockholders’ equity | $ | 784,695 | $ | 806,448 | |||||||
See Notes to Condensed Consolidated Financial Statements
5
PAGERDUTY, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share data)
(unaudited)
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Revenue | $ | 85,371 | $ | 63,591 | |||||||
| Cost of revenue | 15,716 | 10,418 | |||||||||
| Gross profit | 69,655 | 53,173 | |||||||||
| Operating expenses: | |||||||||||
| Research and development | 31,289 | 20,599 | |||||||||
| Sales and marketing | 45,552 | 37,234 | |||||||||
| General and administrative | 25,271 | 16,578 | |||||||||
| Total operating expenses | 102,112 | 74,411 | |||||||||
| Loss from operations | (32,457) | (21,238) | |||||||||
| Interest income | 548 | 818 | |||||||||
| Interest expense | (1,325) | (1,317) | |||||||||
| Other expense, net | (790) | (616) | |||||||||
| Loss before benefit from (provision for) income taxes | (34,024) | (22,353) | |||||||||
| Benefit from (provision for) income taxes | 1,204 | (205) | |||||||||
| Net loss | $ | (32,820) | $ | (22,558) | |||||||
| Other comprehensive (loss) income: | |||||||||||
| Unrealized loss on investments | (848) | (204) | |||||||||
| Total comprehensive loss | $ | (33,668) | $ | (22,762) | |||||||
| Net loss per share, basic and diluted | $ | (0.38) | $ | (0.27) | |||||||
Weighted average shares used in calculating net loss per share, basic and diluted | 87,127 | 82,915 | |||||||||
See Notes to Condensed Consolidated Financial Statements
6
PAGERDUTY, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
(unaudited)
| Three Months Ended April 30, 2022 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balances as of January 31, 2022 | 86,758,380 | $ | — | $ | 616,467 | $ | (669) | $ | (348,823) | $ | 266,975 | ||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | 745,764 | — | 3,806 | — | — | 3,806 | |||||||||||||||||||||||||||||
Vesting of restricted stock units, net of employee payroll taxes | 253,383 | — | (6,170) | — | — | (6,170) | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (848) | — | (848) | |||||||||||||||||||||||||||||
Stock-based compensation | — | — | 25,215 | — | — | 25,215 | |||||||||||||||||||||||||||||
Net loss | — | — | — | — | (32,820) | (32,820) | |||||||||||||||||||||||||||||
| Balances as of April 30, 2022 | 87,757,527 | $ | — | $ | 639,318 | $ | (1,517) | $ | (381,643) | $ | 256,158 | ||||||||||||||||||||||||
| Three Months Ended April 30, 2021 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balances as of January 31, 2021 | 82,882,424 | $ | — | $ | 614,494 | $ | 343 | $ | (248,110) | $ | 366,727 | ||||||||||||||||||||||||
| — | — | (68,478) | — | 6,742 | (61,736) | ||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options and restricted stock agreements | 536,593 | — | 2,843 | — | — | 2,843 | |||||||||||||||||||||||||||||
| Vesting of restricted stock units, net of employee payroll taxes | 174,135 | — | (4,930) | — | — | (4,930) | |||||||||||||||||||||||||||||
| Shares issued related to a business combination | 2,073 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (204) | — | (204) | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 13,914 | — | — | 13,914 | |||||||||||||||||||||||||||||
| Net loss | — | — | — | — | (22,558) | (22,558) | |||||||||||||||||||||||||||||
| Balances as of April 30, 2021 | 83,595,225 | $ | — | $ | 557,843 | $ | 139 | $ | (263,926) | $ | 294,056 | ||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
7
PAGERDUTY, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | (32,820) | $ | (22,558) | |||||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | 3,591 | 1,972 | |||||||||
| Amortization of deferred contract costs | 4,465 | 3,250 | |||||||||
| Amortization of debt issuance costs | 447 | 438 | |||||||||
| Stock-based compensation | 24,909 | 13,612 | |||||||||
| Non-cash lease expense | 1,145 | 1,097 | |||||||||
| Tax benefit related to release of valuation allowance | (1,330) | — | |||||||||
| Other | 1,754 | 803 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 15,262 | 17,365 | |||||||||
| Deferred contract costs | (4,998) | (3,732) | |||||||||
| Prepaid expenses and other assets | (1,991) | (1,573) | |||||||||
| Accounts payable | 57 | (1,564) | |||||||||
| Accrued expenses and other liabilities | (634) | 1,932 | |||||||||
| Accrued compensation | (7,678) | (4,411) | |||||||||
| Deferred revenue | (3,771) | (3,916) | |||||||||
| Lease liabilities | (1,393) | (1,136) | |||||||||
| Net cash (used in) provided by operating activities | (2,985) | 1,579 | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | (2,078) | (927) | |||||||||
| Capitalization of internal-use software costs | (772) | (1,002) | |||||||||
| Business acquisition, net of cash acquired | (66,262) | (160) | |||||||||
| Purchases of available-for-sale investments | (41,685) | (77,531) | |||||||||
| Proceeds from maturities of available-for-sale investments | 40,440 | 67,004 | |||||||||
| Net cash used in investing activities | (70,357) | (12,616) | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from issuance of common stock upon exercise of stock options | 3,586 | 2,834 | |||||||||
| Employee payroll taxes paid related to net share settlement of restricted stock units | (6,170) | (4,930) | |||||||||
| Net cash used in financing activities | (2,584) | (2,096) | |||||||||
| Net decrease in cash, cash equivalents, and restricted cash | (75,926) | (13,133) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 349,785 | 339,166 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 273,859 | $ | 326,033 | |||||||
| Supplemental cash flow data: | |||||||||||
| Cash paid for income taxes | $ | 13 | $ | 62 | |||||||
| Non-cash investing and financing activities: | |||||||||||
| Purchase of property and equipment, accrued but not yet paid | $ | 1,436 | $ | 236 | |||||||
| Stock-based compensation capitalized in internal use software | $ | 306 | $ | 302 | |||||||
| Bonuses capitalized in internal use software | $ | 120 | $ | — | |||||||
| Receivables for cash in-transit on stock options | $ | 220 | $ | — | |||||||
See Notes to Condensed Consolidated Financial Statements
8
PAGERDUTY, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Description of Business and Basis of Presentation
Description of Business
PagerDuty, Inc. was incorporated under the laws of the state of Delaware in May 2010.
PagerDuty is a digital operations management platform that manages urgent and mission-critical work for a modern, digital business. PagerDuty collects data and digital signals from virtually any software-enabled system or device and leverages powerful machine learning to correlate, process, and predict opportunities and issues. Using incident response, event management, and automation, the Company brings together the right people with the right information so they can resolve issues and act on opportunities in minutes or seconds from wherever they are.
As used herein, “PagerDuty”, “we”, “our”, “the Company” and similar terms include PagerDuty, Inc., unless the context indicates otherwise.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of January 31, 2022 was derived from the audited consolidated financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended January 31, 2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC.
The condensed consolidated financial statements include the results of PagerDuty, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
In the opinion of management, the information contained herein reflects all adjustments necessary for a fair presentation of the Company’s financial position, results of operations and comprehensive loss, statements of stockholders’ equity, and cash flows. The results of operations for the three months ended April 30, 2022 are not necessarily indicative of the results to be expected for the full year ending January 31, 2023 or for any other interim period, or for any future year.
The Company’s fiscal year ends on January 31. References to fiscal 2023, for example, refer to the fiscal year ending January 31, 2023.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The Company’s most significant estimates and judgments involve the period of benefit for amortizing deferred contract costs, the determination of the allowance for credit losses, the provision for income taxes, including the related valuation allowance and any uncertain tax positions, fair value of acquired assets and assumed liabilities, impairment of goodwill and intangible assets, and estimates related to our revenue recognition, such as the assessment of performance obligations in our revenue arrangements and the fair value assigned to each performance obligation,
9
among others. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
2. Summary of Significant Accounting Policies
Concentrations of Risk and Significant Customers
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, available-for-sale investments, and accounts receivable. All of the Company’s cash and cash equivalents and investments are invested in money market funds, U.S. Treasury securities, commercial paper, corporate debt securities, or U.S. Government agency securities that management believes to be of high credit quality.
No single customer accounted for 10% of the total accounts receivable balance as of April 30, 2022 or January 31, 2022. No single customer represented 10% or more of revenue for the three months ended April 30, 2022 or 2021.
Segment Information
The Company manages its operations and allocates resources as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. Refer to Note 16, “Geographic Information” for information regarding the Company's long-lived assets and revenue by geography.
Related Party Transactions
Certain members of the Company’s Board of Directors serve as directors of, or are executive officers of, and in some cases are investors in, companies that are customers or vendors of the Company. The Company recognized $1.2 million in accounts receivable associated with related parties as of April 30, 2022 and billed $1.2 million to entities associated with related parties during the three months ended April 30, 2022. Other related party transactions were not material for the three months ended April 30, 2022 and 2021.
Significant Accounting Policies
There have been no significant changes to our significant accounting policies as compared to those described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022.
Recently Adopted Accounting Pronouncements
In March 2022, the FASB issued Accounting Standard Update No. 2022-01 (“ASU 2021-08”), Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The Company early adopted ASU 2022-01 as of February 1, 2022 using the prospective method. The adoption of the standard impacted the accounting for the acquisition of Catalytic, Inc. (“Catalytic”) requiring the Company to measure acquired contract assets and liabilities in accordance with ASC 606. The adoption of ASU 2021-08 did not have a material impact on the condensed consolidated financial statements.
3. Cash, Cash Equivalents, and Investments
Cash, cash equivalents, and investments consisted of the following:
10
| As of April 30, 2022 | As of January 31, 2022 | ||||||||||
| (in thousands) | |||||||||||
| Cash and cash equivalents | |||||||||||
Cash | $ | 159,213 | $ | 268,091 | |||||||
Money market funds | 111,646 | 73,194 | |||||||||
| Commercial paper | — | 5,500 | |||||||||
| U.S. Treasury securities | 3,000 | 3,000 | |||||||||
| Total cash and cash equivalents | $ | 273,859 | $ | 349,785 | |||||||
| Available-for-sale investments: | |||||||||||
| U.S. Treasury securities | $ | 40,940 | $ | 41,105 | |||||||
Commercial paper | 42,084 | 39,483 | |||||||||
Corporate debt securities | 110,576 | 112,983 | |||||||||
| Total available-for-sale investments | $ | 193,600 | $ | 193,571 | |||||||
The following tables summarize the Company’s investments’ adjusted cost, net unrealized losses, and fair value by significant investment category as of April 30, 2022 and January 31, 2022. Gross realized gains or losses from sales of available-for-sale securities were not material for the three months ended April 30, 2022.
| As of April 30, 2022 | |||||||||||||||||
| Cost Basis | Unrealized Loss, Net | Recorded Basis | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Available-for-sale investments: | |||||||||||||||||
| U.S. Treasury securities | $ | 41,026 | $ | (86) | $ | 40,940 | |||||||||||
| Commercial paper | 42,225 | (141) | 42,084 | ||||||||||||||
| Corporate debt securities | 111,866 | (1,290) | 110,576 | ||||||||||||||
| Total available-for-sale investments | $ | 195,117 | $ | (1,517) | $ | 193,600 | |||||||||||
| As of January 31, 2022 | |||||||||||||||||
| Cost Basis | Unrealized Loss, Net | Recorded Basis | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Available-for-sale investments: | |||||||||||||||||
| U.S. Treasury securities | $ | 41,147 | $ | (42) | $ | 41,105 | |||||||||||
| Commercial paper | 39,528 | (45) | 39,483 | ||||||||||||||
| Corporate debt securities | 113,565 | (582) | 112,983 | ||||||||||||||
| Total available-for-sale investments | $ | 194,240 | $ | (669) | $ | 193,571 | |||||||||||
The following tables present the Company’s available-for-sale securities by contractual maturity date as of April 30, 2022 and January 31, 2022:
11
| As of April 30, 2022 | |||||||||||
| Cost Basis | Recorded Basis | ||||||||||
| (in thousands) | |||||||||||
| Due within one year | $ | 161,372 | $ | 160,607 | |||||||
| Due between one to five years | 33,745 | 32,993 | |||||||||
| Total | $ | 195,117 | $ | 193,600 | |||||||
| As of January 31, 2022 | |||||||||||
| Cost Basis | Recorded Basis | ||||||||||
| (in thousands) | |||||||||||
| Due within one year | $ | 154,692 | $ | 154,455 | |||||||
| Due between one to five years | 39,548 | 39,116 | |||||||||
| Total | $ | 194,240 | $ | 193,571 | |||||||
As of April 30, 2022, there were 74 available-for-sale securities in an unrealized loss position, eight of which were in a continuous unrealized loss position for the last 12 months. The total unrealized loss related to the eight securities was $0.1 million. As of January 31, 2022, there were 69 available-for-sale securities in an unrealized loss position, seven of which were in a continuous unrealized loss position for the last 12 months. The total unrealized loss related to the seven securities was $0.7 million.
When evaluating investments for impairment, the Company reviews factors such as the extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not that the Company will be required to sell, the investment before recovery of the investment’s amortized cost. No impairment loss has been recorded on the securities included in the tables above, as the Company believes that any decrease in fair value of these securities is temporary and the Company expects to recover at least up to the initial cost of the investment for these securities. The Company has not recorded an allowance for credit losses, as the Company believes any such losses would be immaterial based on the high-grade credit rating for each of its marketable securities as of the end of each period.
4. Fair Value Measurements
The Company measures its financial assets and liabilities at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value, as follows:
Level 1—Valuations based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets.
Level 2—Valuations based on inputs that are directly or indirectly observable in the marketplace.
Level 3—Valuations based on unobservable inputs that are supported by little or no market activity.
The following tables present information about the Company’s financial assets that are required to be measured or disclosed at fair value using the above input categories:
12
| As of April 30, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Money market funds | $ | 111,646 | $ | — | $ | — | $ | 111,646 | |||||||||||||||
| U.S. Treasury securities | 3,000 | 40,940 | — | 43,940 | |||||||||||||||||||
| Commercial paper | — | 42,084 | — | 42,084 | |||||||||||||||||||
| Corporate debt securities | — | 110,576 | — | 110,576 | |||||||||||||||||||
| Total | $ | 114,646 | $ | 193,600 | $ | — | $ | 308,246 | |||||||||||||||
| Included in cash equivalents | $ | 114,646 | |||||||||||||||||||||
| Included in investments | $ | 193,600 | |||||||||||||||||||||
| As of January 31, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Money market funds | $ | 73,194 | $ | — | $ | — | $ | 73,194 | |||||||||||||||
| U.S. Treasury securities | 3,000 | 41,105 | — | 44,105 | |||||||||||||||||||
| Commercial paper | 5,500 | 39,483 | — | 44,983 | |||||||||||||||||||
| Corporate debt securities | — | 112,983 | — | 112,983 | |||||||||||||||||||
| Total | $ | 81,694 | $ | 193,571 | $ | — | $ | 275,265 | |||||||||||||||
| Included in cash equivalents | $ | 81,694 | |||||||||||||||||||||
| Included in investments | $ | 193,571 | |||||||||||||||||||||
The Company’s assets that are measured by management at fair value on a recurring basis are generally classified within Level 1 or Level 2 of the fair value hierarchy.
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of April 30, 2022 and January 31, 2022, the Company’s Level 2 securities were priced by pricing vendors. These pricing vendors utilize observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities.
The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above.
Convertible Senior Notes
As of April 30, 2022, the estimated fair value of the Notes was approximately $307.2 million. The fair value was determined based on the quoted price for the Notes in an inactive market on the last trading day of the reporting period and is considered as Level 2 in the fair value hierarchy.
5. Business Combinations
On March 8, 2022, the Company completed the acquisition of Catalytic, a provider of no-code/low-code workflow automation application. The Company acquired Catalytic for purchase consideration of $68.8 million in cash. The acquisition was accounted for as a business combination and the acquired assets and liabilities were recorded at their preliminary fair values on the acquisition date and any excess was recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Quarterly Report on Form 10-Q and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the
13
assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. As of April 30, 2022, the primary area that remains preliminary relates to the valuation of certain tax-related items.
The following table presents the preliminary fair values of acquired assets and liabilities recorded in the Company’s condensed consolidated balance sheet as of the acquisition date:
| (in thousands) | ||||||||
| Cash and cash equivalents | $ | 2,506 | ||||||
| Accounts receivable and other assets | 801 | |||||||
| Prepaid and other current assets | 441 | |||||||
| Intangible assets | 21,800 | |||||||
| Goodwill | 47,137 | |||||||
| Accounts payable and other liabilities | (409) | |||||||
| Deferred revenue | (856) | |||||||
| Other tax liabilities | (1,322) | |||||||
| Deferred tax liability | (1,330) | |||||||
| Total purchase consideration | $ | 68,768 | ||||||
The goodwill was primarily attributed to the value of synergies created with the Company’s current and future offerings. Goodwill is not deductible for income tax purposes.
In connection with the acquisition, the Company recognized a net deferred tax liability for approximately $1.3 million, generated primarily from the difference between the tax basis and fair value of the acquired intangible assets, which increased goodwill. As the Company has a full valuation allowance as of April 30, 2022, the Company recorded an income tax benefit for this net deferred tax liability in the condensed consolidated statement of operations for the three months ended April 30, 2022. Refer to Note 15, "Income Taxes", for further information.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:
| Fair Value | Useful Life | |||||||||||||
| (in thousands) | (in years) | |||||||||||||
| Developed technology | $ | 19,200 | 3 | |||||||||||
| Customer relationships | $ | 2,600 | 10 | |||||||||||
This business combination resulted in increases of $47.1 million to goodwill, $19.2 million to developed technology and $2.6 million to customer relationships. The Company also entered into holdback agreements with the two founders of Catalytic with $3.4 million held back in cash which are subject to the recipients’ continued service with the Company and thus excluded from the purchase price and will be recognized ratably as research and development expense over the required two-year service period.
From the date of the acquisition, the financial results of Catalytic have been included in and are immaterial to the Company’s condensed consolidated financial statements. Pro forma revenue and results of operations have not been presented because the historical results are not material to the condensed consolidated financial statements in any period presented.
The Company did not complete any other acquisitions in the three months ended April 30, 2022.
14
6. Goodwill and Acquired Intangible Assets
The changes in the carrying amount of goodwill for the three months ended April 30, 2022 are as follows:
| Goodwill | ||||||||
| (in thousands) | ||||||||
| Balance as of January 31, 2022 | $ | 72,126 | ||||||
| Goodwill resulting from business combination | 47,136 | |||||||
| Balance as of April 30, 2022 | $ | 119,262 | ||||||
Acquired intangible assets subject to amortization consist of the following:
| As of April 30, 2022 | ||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Net | Weighted Average Remaining Useful Life | |||||||||||||||||||||||
| (in thousands) | (in years) | |||||||||||||||||||||||||
| Customer relationships | $ | 24,400 | $ | (3,489) | $ | 20,911 | 8.4 | |||||||||||||||||||
| Developed technology | 24,800 | (2,702) | 22,098 | 3.4 | ||||||||||||||||||||||
| Trademarks | 400 | (317) | 83 | 0.4 | ||||||||||||||||||||||
| Total acquired intangibles, net | $ | 49,600 | $ | (6,508) | $ | 43,092 | ||||||||||||||||||||
| As of January 31, 2022 | ||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Net | Weighted Average Remaining Useful Life | |||||||||||||||||||||||
| (in thousands) | (in years) | |||||||||||||||||||||||||
| Customer relationships | $ | 21,800 | $ | (2,907) | $ | 18,893 | 8.7 | |||||||||||||||||||
| Developed technology | 5,600 | (1,493) | 4,107 | 3.7 | ||||||||||||||||||||||
| Trademarks | 400 | (267) | 133 | 0.7 | ||||||||||||||||||||||
| Total acquired intangibles, net | $ | 27,800 | $ | (4,667) | $ | 23,133 | ||||||||||||||||||||
For the three months ended April 30, 2022 and 2021, amortization expense related to intangible assets was $1.8 million and $0.9 million, respectively.
15
7. Property and Equipment, Net
Property and equipment, net, consisted of the following:
| As of April 30, 2022 | As of January 31, 2022 | ||||||||||
| (in thousands) | |||||||||||
| Leasehold improvements | $ | 15,622 | $ | 15,392 | |||||||
| Computers and equipment | 8,347 | 7,483 | |||||||||
| Furniture and fixtures | 4,508 | 4,686 | |||||||||
| Capitalized internal-use software | 6,651 | 6,136 | |||||||||
Gross property and equipment (1) | 35,128 | 33,697 | |||||||||
| Accumulated depreciation and amortization | (17,182) | (15,468) | |||||||||
| Property and equipment, net | $ | 17,946 | $ | 18,229 | |||||||
(1) Gross property and equipment includes construction-in-progress for leasehold improvements and capitalized internal-use software of $2.0 million and $6.9 million that had not yet been placed in service as of April 30, 2022 and January 31, 2022, respectively. The costs associated with construction-in-progress are not amortized until the asset is available for its intended use.
Depreciation and amortization expense was $1.6 million and $1.0 million for the three months ended April 30, 2022 and 2021, respectively.
In the three months ended April 30, 2022, the Company recorded an impairment charge of $0.7 million on its capitalized internal-use software included in construction-in-progress. It was determined that the developed technology would not be placed in service as the technology was replaced with the acquired technology of Catalytic.
8. Deferred Contract Costs
Deferred contract costs, which primarily consist of deferred sales commissions, were $43.4 million and $42.8 million as of April 30, 2022 and January 31, 2022, respectively. Amortization expense for deferred contract costs was $4.5 million and $3.3 million for the three months ended April 30, 2022 and 2021, respectively. There was no impairment charge related to the costs capitalized for the periods presented.
9. Leases
Operating Leases
The Company has entered into various non-cancellable operating leases for its office spaces with lease periods expiring between fiscal 2023 and fiscal 2029. The operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised.
Lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease right-of-use assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances.
16
The operating leases typically include non-lease components such as common-area maintenance costs. The Company has elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments.
Leases with a term of one year or less are not recognized on our condensed consolidated balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
The following table presents information about leases on the condensed consolidated balance sheet.
| As of April 30, 2022 | As of January 31, 2021 | ||||||||||
| (in thousands) | |||||||||||
| Assets | |||||||||||
| Lease right-of-use assets | $ | 19,082 | $ | 20,227 | |||||||
| Liabilities | |||||||||||
| Lease liabilities | 5,741 | 5,637 | |||||||||
| Lease liabilities, non-current | 19,415 | 20,912 | |||||||||
As of April 30, 2022, the weighted average remaining lease term was 4.6 years and the weighted average discount rate used to determine the net present value of the lease liabilities was 3.7%.
The following table presents information about leases on the condensed consolidated statement of operations.
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Operating lease expense | $ | 1,523 | $ | 1,369 | |||||||
| Short-term lease expense | 360 | 90 | |||||||||
| Variable lease expense | 314 | 113 | |||||||||
The following table presents supplemental cash flow information about the Company’s leases.
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | 1,618 | $ | 1,572 | |||||||
10. Debt and Financing Arrangements
Convertible Senior Notes
On June 25, 2020, the Company issued $287.5 million in aggregate principal amount of the Notes in a private offering pursuant to an Indenture dated June 25, 2020 (the “Indenture”). The total net proceeds from the debt offering, after deducting initial purchaser discounts and debt issuance costs, paid or payable by us, were $278.2 million.
The Notes are senior, unsecured obligations of the Company and accrue interest payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of 1.25% per year. The Notes will mature on July 1, 2025, unless such notes are converted, redeemed or repurchased earlier. The Notes are
17
convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election in the manner and subject to the terms and conditions provided in the Indenture.
Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to the close of business on April 1, 2025, only under the following circumstances:
•During any fiscal quarter commencing after the fiscal quarter ended October 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•During the five business day period after any ten consecutive trading day period (the measurement period) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;
•If the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
•Upon the occurrence of specified corporate events, as noted in the Indenture.
On or after April 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances.
The conversion rate will initially be 24.9507 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $40.08 per share of common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture, but will not be adjusted for accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with a fundamental change, as defined in the Indenture.
The Company may not redeem the Notes prior to July 6, 2023. The Company may redeem for cash all or any portion of the Notes, at its option, on a redemption date occurring on or after July 6, 2023 and prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.
If the Company undergoes a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the entire principal of all the Notes plus accrued and unpaid interest to be immediately due and payable.
The Company accounts for the Notes as a single liability in accordance with ASU 2020-06 “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”.
18
In accounting for the Notes after adoption of ASU 2020-06, the Notes are accounted for as a single liability, and the carrying amount of the Notes is $281.5 million as of April 30, 2022, with principal of $287.5 million, net of unamortized issuance costs of $6.0 million. The Notes were classified as long-term liabilities as of April 30, 2022. The issuance costs related to the Notes are being amortized to interest expense over the contractual term of the Notes at an effective interest rate of 1.93%.
The net carrying amount of the Notes as of April 30, 2022 and as of January 31, 2022 was as follows:
| As of April 30, 2022 | As of January 31, 2022 | |||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Principal | $ | 287,500 | $ | 287,500 | ||||||||||||||||
| Less: unamortized issuance costs | (5,985) | (6,431) | ||||||||||||||||||
| Net carrying amount | $ | 281,515 | $ | 281,069 | ||||||||||||||||
Interest expense recognized related to the Notes is as follows:
| Three Months Ended April 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| (in thousands) | |||||||||||||||||
| Contractual interest expense | $ | 878 | $ | 879 | |||||||||||||
| Amortization of debt issuance costs | 447 | 438 | |||||||||||||||
| Total interest expense related to the Notes | $ | 1,325 | $ | 1,317 | |||||||||||||
Capped Call Transactions
In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institution counterparties (the “Option Counterparties”). The Capped Calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Notes. The Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $35.7 million incurred to purchase the Capped Calls were recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheet.
The Capped Calls each have an initial strike price of approximately $40.08 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap price of $61.66 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 7.2 million shares of our common stock. The Capped Calls are subject to automatic exercise over a 40 trading day period commencing on May 2, 2025, subject to earlier termination under certain circumstances.
11. Commitments and Contingencies
Legal Matters
From time to time, the Company may be subject to various claims and other legal matters arising in the ordinary course of business. The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. The outcomes of legal proceedings are subject to significant uncertainties. The Company is not currently a party to any pending legal proceedings for which management believes the outcome, individually or in the aggregate, would have a material adverse effect on its business, operating results, cash flows, or financial condition.
19
Warranties and Indemnification
The Company has entered into service-level agreements with a portion of its customers defining levels of uptime reliability and performance and permitting those customers to receive credits if the Company fails to meet the defined levels of uptime. To date, the Company has not experienced any significant failures to meet defined levels of uptime reliability and performance as a result of those agreements and, as a result, the Company has not incurred or accrued any material liabilities related to these agreements in the financial statements.
In the ordinary course of business, we may agree to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. As permitted under Delaware law, we have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows.
12. Deferred Revenue and Performance Obligations
The following table presents the changes to the Company’s deferred revenue:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Deferred revenue, beginning of period | $ | 170,224 | $ | 129,972 | |||||||
| Billings | 81,600 | 59,675 | |||||||||
| Deferred revenue assumed in the Catalytic acquisition | 856 | — | |||||||||
| Revenue recognized | (85,371) | (63,591) | |||||||||
| Deferred revenue, end of period | $ | 167,309 | $ | 126,056 | |||||||
For the three months ended April 30, 2022 and 2021, the majority of revenue recognized was from the deferred revenue balances at the beginning of each quarter.
As of April 30, 2022, future estimated revenue related to performance obligations for cloud-hosted and term-license software subscriptions with terms of more than one year that are unsatisfied or partially unsatisfied at the end of the reporting periods was approximately $141.4 million. The Company expects to satisfy the substantial majority of these unsatisfied performance obligations over the next 24 months and the remainder thereafter. The Company applied the optional exemption for subscriptions with terms of less than one year.
13. Common Stock and Stockholders’ Equity
Equity Incentive Plans
The Company has two equity incentive plans: the 2010 Stock Plan (the “2010 Plan”) and the 2019 Equity Incentive Plan (the “2019 Plan”, collectively the “Stock Plans”). Upon completion of the Company’s initial public offering (“IPO”) in April 2019, the Company ceased granting awards under the 2010 Plan, and all shares that remained available for future issuance under the 2010 Plan at that time were transferred to the 2019 Plan. The 2019 Plan superseded and replaced the 2010 Plan. As of April 30, 2022 and January 31, 2022, the Company was authorized to grant up to 27,895,454 shares and 23,343,378 shares of common stock, respectively, under the Stock Plans.
20
The Company currently uses authorized and unissued shares to satisfy stock award exercises and settlement of RSUs and PSUs. As of April 30, 2022 and January 31, 2022, there were 14,086,882 shares and 14,185,048 shares available for future issuance under the Stock Plans, respectively.
Shares of common stock reserved for future issuance are as follows:
| April 30, 2022 | |||||
| Outstanding stock options and unvested RSUs and PSUs | 18,081,165 | ||||
| Available for future stock option, RSU, and PSU grants | 14,086,882 | ||||
| Available for ESPP | 3,466,655 | ||||
| Total common stock reserved at April 30, 2022 | 35,634,702 | ||||
Stock Option Activity
Stock option activity is as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Outstanding at January 31, 2022 | 8,375,866 | $ | 9.28 | 6.1 years | $ | 198,828 | |||||||||||||||||
| Granted | 24,882 | $ | 34.22 | ||||||||||||||||||||
| Exercised | (745,764) | $ | 5.10 | ||||||||||||||||||||
| Canceled | (38,747) | $ | 12.65 | ||||||||||||||||||||
| Outstanding at April 30, 2022 | 7,616,237 | $ | 9.76 | 6.0 years | $ | 126,616 | |||||||||||||||||
| Vested as of April 30, 2022 | 6,238,896 | $ | 7.61 | 5.6 years | $ | 117,088 | |||||||||||||||||
The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options on the date of grant. The Company accounts for forfeitures as they occur. The following assumptions were used to calculate the fair value of employee stock option grants made during the periods:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Expected dividend yield | — | % | — | % | |||||||
| Expected volatility | 47.1 | % | 43.8% | ||||||||
| Expected term (years) | 6.1 | 6.1 | |||||||||
| Risk-free interest rate | 2.50% | 1.16% | |||||||||
Stock options granted during the three months ended April 30, 2022 and 2021 had a weighted average grant date fair value of $16.46 and $17.80 per share, respectively. The aggregate intrinsic value of stock options exercised during the three months ended April 30, 2022 and 2021 was $21.3 million and $20.5 million, respectively.
The intrinsic value for options exercised is the difference between the market value of the stock and the exercise price of the stock option at the date of exercise.
As of April 30, 2022, there was approximately $15.7 million of total unrecognized compensation cost related to unvested stock options granted under the Stock Plans, which will be recognized over a weighted average period of 2.1 years.
Restricted Stock Units
21
A summary of the Company’s RSU activity and related information is as follows:
| Number of RSUs | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| Outstanding at January 31, 2022 | 6,028,201 | $ | 34.77 | ||||||||
| Granted | 3,802,945 | $ | 34.22 | ||||||||
| Vested | (226,103) | $ | 30.15 | ||||||||
| Forfeited or canceled | (501,123) | $ | 33.05 | ||||||||
| Outstanding at April 30, 2022 | 9,103,920 | $ | 34.75 | ||||||||
The fair value of RSUs is based on the fair value of the underlying shares on the date of grant. The Company accounts for forfeitures as they occur.
As of April 30, 2022, there was $293.9 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 3.2 years based on vesting under the award service conditions.
Performance Stock Units
On March 8, 2022, the Compensation Committee of the Board certified the results of PagerDuty’s operating plan for the fiscal year ended January 31, 2022. Based on the results, the PSUs granted in April 2021 (“2021 PSU Awards”) were earned at an attainment of 129%.
A summary of the Company’s PSU activity and related information is as follows:
| Number of PSUs | Weighted Average Grant Date Fair Value Per Share | |||||||||||||
| Outstanding at January 31, 2021 | 117,701 | $ | 41.17 | |||||||||||
| Granted | 629,830 | $ | 34.22 | |||||||||||
| Vested | (27,280) | $ | 41.17 | |||||||||||
| Forfeited or canceled | (23,405) | $ | 41.17 | |||||||||||
| Performance adjustment for 2021 PSU Awards | 34,332 | $ | 41.17 | |||||||||||
| Outstanding at April 30, 2022 | 731,178 | $ | 35.18 | |||||||||||
The Company grants PSUs to certain employees of the Company for which the ultimate number of units that will vest are determined based on the achievement of performance at the end of the stated performance period. The performance condition is based on the level of achievement of a Company target related to PagerDuty’s operating plan. The PSUs vest over a three-year period, subject to continuous service with the Company. The number of shares of the Company’s stock that will vest based on the performance condition can range from 0% to 200% of the target amount. Compensation expense for PSUs with performance conditions is measured using the fair value at the date of grant and recorded over the vesting period under the graded-vesting attribution method, and may be adjusted over the vesting period based on interim estimates of performance against the performance condition.
During the three months ended April 30, 2022 and 2021, the Company recorded stock-based compensation expense for the number of PSUs considered probable of vesting based on the expected attainment of the performance targets.
As of April 30, 2022, total unrecognized stock-based compensation cost related to PSUs was $22.3 million. This unrecognized stock-based compensation cost is expected to be recognized using the accelerated attribution method over a weighted-average period of approximately 1.7 years.
22
Employee Stock Purchase Plan
In April 2019, the Board of Directors adopted and approved the 2019 ESPP, which became effective on April 11, 2019. The ESPP generally provides for 24-month offering periods beginning June 15 and December 15 of each year, with each offering period consisting of four six-month purchase periods. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s stock as of the beginning of the offering period or (2) the fair market value of the Company’s stock on the purchase date, as defined in the ESPP.
During the three months ended April 30, 2022 and 2021, the Company recognized $1.1 million and $1.8 million of stock-based compensation expense related to the ESPP, respectively.
During the three months ended April 30, 2022 and 2021, the Company withheld $5.7 million and $3.0 million in contributions from employees, respectively.
There were no purchases related to the ESPP during the three months ended April 30, 2022 and 2021.
Stock-Based Compensation
Stock-based compensation expense included in the Company’s condensed consolidated statements of operations is as follows:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Cost of revenue | $ | 1,224 | $ | 676 | |||||||
| Research and development | 8,675 | 4,440 | |||||||||
| Sales and marketing | 6,381 | 3,954 | |||||||||
| General and administrative | 8,629 | 4,542 | |||||||||
| Total | $ | 24,909 | $ | 13,612 | |||||||
14. Net Loss per Share
The following table presents the calculation of basic and diluted net loss per share:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands, except per share data) | |||||||||||
| Numerator: | |||||||||||
| Net loss | $ | (32,820) | $ | (22,558) | |||||||
| Denominator: | |||||||||||
Weighted average shares used in calculating net loss per share, basic and diluted | 87,127 | 82,915 | |||||||||
| Net loss per share, basic and diluted | $ | (0.38) | $ | (0.27) | |||||||
Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common stock outstanding would have been anti-dilutive.
23
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:
| As of April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Shares subject to outstanding common stock awards | 17,451 | 16,171 | |||||||||
| Convertible senior notes | 7,173 | 7,173 | |||||||||
| Restricted stock issued to Rundeck key personnel | 70 | 209 | |||||||||
| Shares issuable pursuant to the 2019 employee stock purchase plan | 208 | 204 | |||||||||
| Total | 24,902 | 23,757 | |||||||||
15. Income Taxes
The Company's provision for income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period.
The Company's quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income (or loss) relates, changes in how the Company does business, and tax law developments. The Company's estimated effective tax rate for the year differs from the U.S. statutory rate of 21% as a result of our U.S. losses for which no benefit will be realized, our foreign operations which are subject to tax rates that differ from those in the U.S., as well as the benefit for non-U.S. income tax credits.
The Company recorded an income tax benefit of $1.2 million for the three months ended April 30, 2022, and income tax expense of $0.2 million for the three months ended April 30, 2021. The income tax benefit recorded in the three months ended April 30, 2022, was primarily due to a reduction in the Company’s valuation allowance from the increase in the deferred tax liability associated with the acquired intangible assets from the acquisition of Catalytic, resulting in a $1.3 million deferred tax benefit.
16. Geographic Information
Revenue by location is determined by the billing address of the customer. The following table sets forth revenue by geographic area:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| United States | $ | 64,766 | $ | 47,742 | |||||||
| International | 20,605 | 15,849 | |||||||||
| Total | $ | 85,371 | $ | 63,591 | |||||||
Other than the United States, no other individual country accounted for 10% or more of revenue for the three months ended April 30, 2022 or 2021. As of April 30, 2022, 86% of the Company’s long-lived assets, including property and equipment and right-of-use lease assets, were located in the United States, and 14% were located in
24
Canada. As of January 31, 2022, 86% of the Company’s long-lived assets, including property and equipment and right-of-use lease assets, were located in the United States and 14% were located in Canada.
17. Subsequent Events
The Company has evaluated subsequent events through June 3, 2022.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations together should be read in conjunction with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended January 31, 2022, filed with the SEC on March 17, 2022. You should review the sections titled “Special Note Regarding Forward-Looking Statements” above in this Quarterly Report on Form 10-Q for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Factors that could cause or contribute to such differences include, but are not limited to, impacts on our business and general economic conditions due to the current COVID-19 pandemic, those identified below, and those discussed in the section titled “Risk Factors” included in Part II, Item 1A below. The last day of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31 and January 31.
Overview
PagerDuty is a digital operations management platform that manages urgent and mission critical work for a modern, digital enterprise. We empower teams to respond rapidly to incidents to resolve or avoid customer issues, reduce noise, predict and avoid performance degradation, improve productivity, and accelerate digital transformation.
Today, nearly every business is a digital business. As such, organizations are under pressure to enhance their digital operations in order to meet escalating customer expectations, resolve incidents proactively and free-up time for innovation projects. This means critical, time sensitive, and unpredictable work needs to be detected and orchestrated.
We collect data and digital signals from virtually any software-enabled system or device and leverage powerful machine learning to correlate, process, and predict opportunities and issues. Using incident response, event management, and automation, we bring together the right people with the right information so they can resolve issues and act on opportunities in minutes or seconds from wherever they are.
Since our founding in 2009, we have expanded our capabilities from a single product focused on on-call management for developers to a multi-product platform that crosses silos into IT operations, security, customer service, and executive stakeholder roles across the organization. We have evolved from an on-call tool into the platform for digital operations, which resides at the center of a company’s technology ecosystem.
We have spent more than a decade building deep product integrations to our platform, and our ecosystem now includes over 650 direct integrations to enable our customers to gather and correlate digital signals from virtually any software-enabled system or device. This allows technical teams to collect digital signals from any system or platform in their environment, and without the effects of context switching. Those same integrations connect with popular collaboration tools and business applications, as well as all types of technology stacks to drive automation of work.
We generate revenue primarily from cloud-hosted subscription fees. We also generate revenue from term-license software subscription fees. We have a land-and-expand business model that leads to viral adoption of our products and subsequent expansion. Our online self-service model is the primary mechanism for landing new customers and enabling teams to get started without assistance. We complement our self-service model with high-
25
velocity inside sales focused on small and medium businesses, a commercial team focused on mid-market customers, and a field sales team focused on enterprise customers. Our mid-market and enterprise customers account for the majority of our revenue today. These teams drive expansion to additional users, new use cases, and add-on products, as well as upsell to higher value plans.
COVID-19 Update
The COVID-19 pandemic continued during fiscal year 2023.While our revenues, billings, and earnings are relatively predictable as a result of our subscription-based business model and the majority of our revenues are generated from annual subscriptions, the effects of the COVID-19 pandemic may have a delayed impact on our results of operations. We continue to ascertain the long-term impact of the COVID-19 pandemic on our business. We continue to focus on supporting our employees, customers, and community.
As our offices begin to reopen, we expect to incur incremental expenses as we resume onsite services and related in-office costs. However, the majority of our employees continue to work remotely in order to minimize the spread of COVID-19 among our employee base and comply with local regulations within the United States and internationally. As we continue to monitor the local regulations related to COVID-19, we have begun to release travel restrictions on business-related travel, allowing certain employees to travel on a voluntary basis. We also continue to offer local employee assistance programs to employees if needed. These changes remain in effect and could extend into future quarters. The impact, if any, of these and any additional operational changes we may implement to facilitate remote work is uncertain, but changes we have implemented have not affected and are not expected to affect our ability to maintain operations, including financial reporting systems, internal control over financial reporting and disclosure controls and procedures.
Refer to Item 1A, “Risk Factors” for further discussion of the possible impact of the COVID-19 pandemic on our business.
Recent Events
We are closely monitoring the invasion of Ukraine by Russia in February 2022 and its global impacts. While the conflict is still unfolding and the outcome remains highly uncertain, we do not believe the Russia-Ukraine conflict will have a material impact on our business and results of operation. However, if the Russia-Ukraine conflict continues or worsens, leading to greater global economic disruptions and uncertainty, our business and results of operations could be materially impacted. Our customers in Russia represented an immaterial portion of our net assets and total consolidated revenue both as of and for the three months ended April 30, 2022 and January 31, 2022.
26
Key Business Metrics
We review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.
While these numbers are based on what we believe to be a reasonable representation of our customer base for the applicable period of measurement, we rely on a third party to validate legal entities, which uses the best available data at period end, and therefore is subject to change as new information becomes available. In addition, we are continually seeking to improve our methodology, which may result in future changes to our key metrics.
Our key metrics include the results of Catalytic, to the extent applicable, beginning on the acquisition date of March 8, 2022.
Number of Customers
We believe that the number of customers using our platform, particularly those that have subscription agreements for more than $100,000 in annual recurring revenue (“ARR”), are indicators of our market penetration, particularly within enterprise accounts, the growth of our business, and our potential future business opportunities. We define ARR as the annualized recurring value of all active contracts at the end of a reporting period. We define a customer as a separate legal entity, such as a company or an educational or government institution, that has an active subscription with us or one of our partners to access our platform. In situations where an organization has multiple subsidiaries or divisions, we treat the parent entity as the customer instead of treating each subsidiary or division as a separate customer. Increasing awareness of our platform and its broad range of capabilities, coupled with the fact that the world is always on and powered by increasingly complex technology, has expanded the diversity of our customer base to include organizations of all sizes across virtually all industries. Over time, enterprise and mid-market customers have constituted a greater share of our revenue.
| As of April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Customers | 15,040 | 13,918 | |||||||||
| Customers greater than $100,000 in ARR | 655 | 458 | |||||||||
Dollar-based Net Retention Rate
We use dollar-based net retention rate to evaluate the long-term value of our customer relationships, since this metric reflects our ability to retain and expand the ARR from our existing customers. Our dollar-based net retention rate compares our ARR from the same set of customers across comparable periods.
We calculate dollar-based net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end, or Prior Period ARR. We then calculate the ARR from these same customers as of the current period end, or Current Period ARR. Current Period ARR includes any expansion and is net of downgrades or churn over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate. The calculation of dollar-based net retention rate includes the Current Period ARR of Catalytic customers to the extent that they were PagerDuty customers as of 12 months prior to period end.
| Last 12 Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
Dollar-based net retention rate for all customers | 126 | % | 121 | % | |||||||
27
Components of Results of Operations
Revenue
We generate revenue primarily from cloud-hosted software subscription fees with the majority of our revenue from such arrangements. We also generate revenue from term-license software subscription fees. Our subscriptions are typically one year in duration but can range from monthly to multi-year. Subscription fees are driven primarily by the number of customers, the number of users per customer, and the level of subscription purchased. We generally invoice customers in advance in annual installments for subscriptions to our software. Revenue related to our cloud-hosted software subscriptions is recognized ratably over the related contractual term beginning on the date that our platform is made available to a customer. For our term-license software subscriptions, we recognize license revenue upon delivery and software maintenance revenue ratably, typically beginning on the start of the contractual term of the arrangement.
Due to the low complexity of implementation and integration of our platform with our customers’ existing infrastructure, revenue from professional services has been immaterial to date.
Cost of Revenue
Cost of revenue primarily consists of expenses related to providing our platform to customers, including personnel expenses for operations and global support, payments to our third-party cloud infrastructure providers for hosting our software, payment processing fees, amortization of capitalized internal-use software costs, amortization of acquired developed technology, and allocated overhead costs for facilities, information technology, and other allocated overhead costs. We will continue to invest additional resources in our platform infrastructure and our customer support and success organizations to expand the capability of our platform and ensure that our customers are realizing the full benefit of our offerings. The level and timing of investment in these areas could affect our cost of revenue in the future.
Gross Profit and Gross Margin
Gross profit represents revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue. Our gross margin may fluctuate from period to period as our revenue fluctuates, and as a result of the timing and amount of investments to expand the capacity of our third-party cloud infrastructure providers and our continued efforts to enhance our platform support and customer success teams.
Operating Expenses
Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel expenses are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation expense, and sales commissions. Operating expenses also include amortization of acquired intangible assets, acquisition-related expenses, allocated overhead costs for facilities, shared IT related expenses, including depreciation expense, and certain company-wide events and functions.
Research and development
Research and development expenses consist primarily of personnel costs for our engineering, product, and design teams. Additionally, research and development expenses include contractor fees, depreciation of equipment used in research and development activities, acquisition-related expenses, and allocated overhead costs. We expect that our research and development expenses will increase in dollar value as our business grows.
Sales and marketing
Sales and marketing expenses consist primarily of personnel costs, costs of general marketing activities and promotional activities, travel related expenses, amortization of acquired intangible assets, allocated overhead costs, and bad debt expense. Sales commissions earned by our sales force that are considered incremental and recoverable costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the
28
expected period of benefit, which we have determined to be four years. We expect that our sales and marketing expenses will increase in dollar value and continue to be our largest operating expense for the foreseeable future as we expand our sales and marketing efforts.
General and administrative
General and administrative expenses consist primarily of personnel costs and contractor fees for finance, legal, human resources, information technology, and other administrative functions. In addition, general and administrative expenses include non-personnel costs, such as legal, accounting, and other professional fees, hardware and software costs, certain tax, license and insurance-related expenses, acquisition-related expenses, and allocated overhead costs. We expect that our general and administrative expenses will increase in dollar value as our business grows. However, we expect that our general and administrative expenses will decrease as a percentage of our revenue over the longer term as we expect our investments to allow for improved efficiency for future growth in the business.
Interest Income
Interest income consists of income earned on our cash and cash equivalents and interest earned on our short-term investments which consist of U.S. Treasury securities, commercial paper, corporate debt securities, and U.S. Government agency securities.
Interest Expense
Interest expense consists primarily of contractual interest expense and amortization of debt issuance costs on our 1.25% Convertible Senior Notes (the “Notes”) due 2025. Refer to Note 10, “Debt and Financing Arrangements” for additional details.
Other (Expense) Income, Net
Other (expense) income, net primarily consists of accretion income and amortization expense on our available-for-sale investments and foreign currency transaction gains and losses.
Benefit from (provision for) Income Taxes
Benefit from (provision for) income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized. Benefit from (provision for) income taxes also includes the reduction in our valuation allowance from the increase in the deferred tax liability associated with acquired intangible assets from our acquisitions.
29
Results of Operations
The following table sets forth our condensed consolidated statements of operations data for the periods indicated:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Revenue | $ | 85,371 | $ | 63,591 | |||||||
Cost of revenue(1) | 15,716 | 10,418 | |||||||||
| Gross profit | 69,655 | 53,173 | |||||||||
| Operating expenses: | |||||||||||
Research and development(1) | 31,289 | 20,599 | |||||||||
Sales and marketing(1) | 45,552 | 37,234 | |||||||||
General and administrative(1) | 25,271 | 16,578 | |||||||||
| Total operating expenses | 102,112 | 74,411 | |||||||||
| Loss from operations | (32,457) | (21,238) | |||||||||
| Interest income | 548 | 818 | |||||||||
| Interest expense | (1,325) | (1,317) | |||||||||
| Other expense, net | (790) | (616) | |||||||||
| Loss before benefit from (provision for) income taxes | (34,024) | (22,353) | |||||||||
| Benefit from (provision for) income taxes | 1,204 | (205) | |||||||||
| Net loss | $ | (32,820) | $ | (22,558) | |||||||
______________
(1) Includes stock-based compensation expense as follows:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Cost of revenue | $ | 1,224 | $ | 676 | |||||||
| Research and development | 8,675 | 4,440 | |||||||||
| Sales and marketing | 6,381 | 3,954 | |||||||||
| General and administrative | 8,629 | 4,542 | |||||||||
| Total | $ | 24,909 | $ | 13,612 | |||||||
30
The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of revenue:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Revenue | 100 | % | 100 | % | |||||||
| Cost of revenue | 18 | 16 | |||||||||
| Gross profit | 82 | % | 84 | % | |||||||
| Operating expenses: | |||||||||||
| Research and development | 37 | 32 | |||||||||
| Sales and marketing | 53 | 59 | |||||||||
| General and administrative | 30 | 26 | |||||||||
| Total operating expenses | 120 | 117 | |||||||||
| Loss from operations | (38) | (33) | |||||||||
| Interest income | 1 | 1 | |||||||||
| Interest expense | (2) | (2) | |||||||||
| Other expense, net | (1) | (1) | |||||||||
| Loss before (provision for) benefit from income taxes | (40) | (35) | |||||||||
| (Provision for) benefit from income taxes | 1 | — | |||||||||
| Net loss | (38) | % | (35) | % | |||||||
__________
Note: Certain figures may not sum due to rounding.
Comparison of the Three Months Ended April 30, 2022 and 2021
Revenue
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2022 | 2021 | Change | % Change | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Revenue | $ | 85,371 | $ | 63,591 | $ | 21,780 | 34 | % | |||||||||||||||
Revenue increased by $21.8 million, or 34%, for the three months ended April 30, 2022 compared to the three months ended April 30, 2021. The increase in revenue was attributable to a combination of growth from both new and existing customers. Growth from existing customers is attributable to both increases in the number of users and upsell of additional products and services.
Cost of Revenue and Gross Margin
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2022 | 2021 | Change | % Change | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | 15,716 | $ | 10,418 | $ | 5,298 | 51 | % | |||||||||||||||
| Gross margin | 82 | % | 84 | % | |||||||||||||||||||
Cost of revenue increased by $5.3 million, or 51%, primarily due to increases of $1.6 million in hosting, software, and telecom costs and $0.4 million in outside services, both of which are related to the support of the
31
continued growth of the business and related infrastructure, an increase of $1.4 million in personnel expenses as a result of increased headcount and salaries, and an increase of $0.9 million in amortization of acquired intangible assets related to the acquisition of Catalytic.
Research and Development
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2022 | 2021 | Change | % Change | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Research and development | $ | 31,289 | $ | 20,599 | $ | 10,690 | 52 | % | |||||||||||||||
| Percentage of revenue | 37 | % | 32 | % | |||||||||||||||||||
Research and development expenses increased by $10.7 million, or 52%, for the three months ended April 30, 2022 compared to the three months ended April 30, 2021. The increase was primarily driven by an increase in personnel expenses of $8.3 million as a result of increased headcount and salaries to support our continued investment in our platform, a $1.1 million increase in costs to support the growth of the business and related infrastructure, which includes allocated overhead costs, and a $0.7 million acquisition-related impairment charge related to software development not placed in service.
Sales and Marketing
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2022 | 2021 | Change | % Change | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Sales and marketing | $ | 45,552 | $ | 37,234 | $ | 8,318 | 22 | % | |||||||||||||||
| Percentage of revenue | 53 | % | 59 | % | |||||||||||||||||||
Sales and marketing expenses increased by $8.3 million, or 22%, for the three months ended April 30, 2022 compared to the three months ended April 30, 2021. This increase was primarily due to an increase of $6.0 million in personnel expenses driven by headcount growth, increased salaries, and amortization of deferred contract costs, an increase of $1.9 million in costs to support the business and related infrastructure which includes allocated overhead costs, and an increase of $1.8 million in travel and other program related costs as a result of increased travel due to reduced travel restrictions related to the COVID-19 pandemic. This was partially offset by a decrease in marketing expenses of $1.4 million primarily due to decreases in brand campaigns and digital marketing.
General and Administrative
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2022 | 2021 | Change | % Change | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| General and administrative | $ | 25,271 | $ | 16,578 | $ | 8,693 | 52 | % | |||||||||||||||
| Percentage of revenue | 30 | % | 26 | % | |||||||||||||||||||
General and administrative expenses increased by $8.7 million, or 52%, for the three months ended April 30, 2022 compared to the three months ended April 30, 2021. The increase was driven by an increase of $6.8 million in personnel expenses as a result of increased headcount and salaries, an increase of $1.9 million in outside services related to transaction costs for the acquisition of Catalytic and increased costs for outside consultants, and an increase of $0.6 million in travel related costs as a result of increased travel due to reduced travel restrictions related to the COVID-19 pandemic. This was partially offset by a decrease of $0.8 million in costs to support the business and related infrastructure which includes allocated overhead costs.
Interest Expense
32
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2022 | 2021 | Change | % Change | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Interest expense | $ | 1,325 | $ | 1,317 | $ | 8 | 1 | % | |||||||||||||||
Interest expense was consistent for the three months ended April 30, 2022 compared to the three months ended April 30, 2021 and related to contractual interest and amortization of debt issuance costs for the Convertible Senior Notes.
Interest Income and Other (Expense) Income, Net
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2022 | 2021 | Change | % Change | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Interest income | $ | 548 | $ | 818 | $ | (270) | (33) | % | |||||||||||||||
| Other expense, net | $ | (790) | $ | (616) | $ | (174) | 28 | % | |||||||||||||||
Interest income decreased by $0.3 million and other expense, net increased by $0.2 million for the three months ended April 30, 2022 compared to the three months ended April 30, 2021, primarily due to lower interest rates on our cash, cash equivalent and investment balances in the current year, and an increase in unrealized losses due to fluctuation in foreign currency exchange rates, respectively.
Non-GAAP Financial Measures
In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We use the below referenced non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their U.S. GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with U.S. GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by U.S. GAAP to be recorded in our financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP.
Non-GAAP Gross Profit and Non-GAAP Gross Margin
We define non-GAAP gross profit as gross profit adjusted for stock-based compensation expense and related employer taxes, and amortization of acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.
33
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Gross profit | $ | 69,655 | $ | 53,173 | |||||||
| Add: | |||||||||||
| Stock-based compensation | 1,224 | 676 | |||||||||
| Employer taxes related to employee stock transactions | 7 | 26 | |||||||||
| Amortization of acquired intangible assets | 1,209 | 280 | |||||||||
| Non-GAAP gross profit | $ | 72,095 | $ | 54,155 | |||||||
| Gross margin | 82 | % | 84 | % | |||||||
| Non-GAAP gross margin | 84 | % | 85 | % | |||||||
Non-GAAP Operating Loss and Non-GAAP Operating Margin
We define non-GAAP operating loss as loss from operations plus our stock-based compensation expense and related employer taxes, amortization of acquired intangible assets, and acquisition-related expenses, which include transaction costs, acquisition-related retention payments and acquisition-related asset impairment, which are not necessarily reflective of operational performance during a given period. We define non-GAAP operating margin as non-GAAP operating loss as a percentage of revenue.
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Loss from operations | $ | (32,457) | $ | (21,238) | |||||||
| Add: | |||||||||||
| Stock-based compensation | 24,909 | 13,612 | |||||||||
| Employer taxes related to employee stock transactions | 652 | 681 | |||||||||
| Amortization of acquired intangible assets | 1,842 | 875 | |||||||||
| Acquisition-related expenses | 2,753 | 459 | |||||||||
| Non-GAAP operating loss | $ | (2,301) | $ | (5,611) | |||||||
| Operating margin | (38) | % | (33) | % | |||||||
| Non-GAAP operating margin | (3) | % | (9) | % | |||||||
Non-GAAP Net Loss
We define non-GAAP net loss as net loss plus our stock-based compensation expense and related employer taxes, amortization of debt issuance costs, amortization of acquired intangible assets, acquisition-related expenses, which include transaction costs, acquisition-related retention payments and an acquisition-related asset impairment, which are not necessarily reflective of operational performance during a given period, and acquisition-related tax benefit.
34
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Net loss | $ | (32,820) | $ | (22,558) | |||||||
| Add (Less): | |||||||||||
| Stock-based compensation | 24,909 | 13,612 | |||||||||
| Amortization of debt discount and issuance costs | 447 | 438 | |||||||||
| Employer taxes related to employee stock transactions | 652 | 681 | |||||||||
| Amortization of acquired intangibles assets | 1,842 | 875 | |||||||||
| Acquisition-related expenses | 2,753 | 459 | |||||||||
| Acquisition-related tax benefit | (1,330) | — | |||||||||
| Non-GAAP net loss | $ | (3,547) | $ | (6,493) | |||||||
Free Cash Flow
We define free cash flow as net cash (used in) provided by operating activities, less cash used for purchases of property and equipment and capitalization of internal-use software costs. In addition to the reasons stated above, we believe that free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of our capital investments in property and equipment in order to enhance the strength of our balance sheet and further invest in our business and potential strategic initiatives. A limitation of the utility of free cash flow as a measure of our liquidity is that it does not represent the total increase or decrease in our cash balance for the period. We use free cash flow in conjunction with traditional U.S. GAAP measures as part of our overall assessment of our liquidity, including the preparation of our annual operating budget and quarterly forecasts and to evaluate the effectiveness of our business strategies.
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Net cash (used in) provided by operating activities | $ | (2,985) | $ | 1,579 | |||||||
| Less: | |||||||||||
| Purchases of property and equipment | (2,078) | (927) | |||||||||
| Capitalization of internal-use software costs | (772) | (1,002) | |||||||||
| Free cash flow | $ | (5,835) | $ | (350) | |||||||
| Net cash used in investing activities | $ | (70,357) | $ | (12,616) | |||||||
| Net cash used in financing activities | $ | (2,584) | $ | (2,096) | |||||||
Liquidity and Capital Resources
Since inception, we have financed operations primarily through sales of our cloud-hosted software subscriptions, net proceeds we have received from sales of equity securities, and the issuance of our Notes.
On April 15, 2019, upon the closing of our IPO, we received net proceeds of $213.7 million, after deducting underwriters' discounts and commissions of $16.6 million and other issuance costs of $6.4 million.
On June 25, 2020, we issued $287.5 million aggregate principal amount of convertible senior notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The total net proceeds from the sale of the Notes, after deducting the initial purchasers’ discounts and debt issuance costs of $9.3 million, and purchases of the Capped Calls of $35.7 million, were $242.5 million.
As of April 30, 2022, our principal sources of liquidity were cash and cash equivalents and investments totaling $467.5 million. We believe that our existing cash and cash equivalents, investments, and cash provided by
35
sales of our subscriptions will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations, through a combination of cash flows from operating activities and available cash and short-term investment balances. Our future capital requirements will depend on many factors, including the effects of the COVID-19 pandemic, our subscription growth rate, subscription renewal activity, including the timing and the amount of cash received from customers, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings, and the continuing market adoption of our platform. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.
A significant majority of our customers pay in advance for our cloud-hosted and term-license software subscriptions. Therefore, a substantial source of our cash is from our deferred revenue, which is included in the liabilities section of our condensed consolidated balance sheet. Deferred revenue consists of the unearned portion of customer billings, which is recognized as revenue in accordance with our revenue recognition policy. As of April 30, 2022, we had deferred revenue of $167.3 million, of which $162.9 million was recorded as a current liability and expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met.
Cash Flows
The following table shows a summary of our cash flows for the periods presented:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Net cash (used in) provided by operating activities | $ | (2,985) | $ | 1,579 | |||||||
| Net cash used in investing activities | $ | (70,357) | $ | (12,616) | |||||||
| Net cash used in financing activities | $ | (2,584) | $ | (2,096) | |||||||
Operating Activities
Our largest source of operating cash is cash collection from sales of our cloud-hosted and term license software subscriptions to our customers. Our primary uses of cash from operating activities are for personnel expenses, marketing expenses and hosting and software expenses. In the last several years, we have had periods in which we generated negative cash flows from operating activities and have supplemented working capital requirements through net proceeds from both private and public sales of equity securities and issuance of the Notes.
Cash used in operating activities for the three months ended April 30, 2022 of $3.0 million primarily related to our net loss of $32.8 million, adjusted for non-cash charges of $35.0 million and net cash outflows of $5.1 million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation of $24.9 million, amortization of our deferred contract costs of $4.5 million, depreciation and amortization of property and equipment, capitalized implementation costs, and acquired intangible assets of $3.6 million, other charges of $1.8 million, which consist primarily of the acquisition-related asset impairment and bad debt expense, a tax benefit related to the release of our valuation allowance of $1.3 million, and non-cash lease expense of $1.1 million. Changes in operating assets and liabilities reflected cash outflows from a $7.7 million decrease in accrued compensation and related benefits, a $5.0 million increase in deferred contract costs due to commissions paid on new bookings in line with revenue growth, a $3.8 million decrease in deferred revenue resulting primarily due to timing of renewals, a $2.0 million increase in prepaid expenses and other assets related to timing of payments made in advance for future services, and $1.4 million in payments for operating lease liabilities.
36
These amounts were partially offset by cash inflows from a $15.3 million decrease in accounts receivable due to timing of cash collections.
Cash provided by operating activities for the three months ended April 30, 2021 of $1.6 million primarily related to our net loss of $22.6 million, adjusted for non-cash charges of $21.2 million and net cash inflows of $3.0 million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation of $13.6 million, amortization of our deferred contract costs of $3.3 million, depreciation and amortization of property and equipment, capitalized implementation costs, and acquired intangible assets of $2.0 million, and non-cash lease expense of $1.1 million. Changes in operating assets and liabilities reflected cash inflows from a $17.4 million decrease in accounts receivable due to timing of cash collections. This was partially offset by outflows from a $4.4 million decrease in accrued compensation and related benefits, a $3.9 million decrease in deferred revenue due to timing of renewals, a $3.7 million increase in deferred contract costs due to commissions paid on new bookings in line with revenue growth, a $1.6 million increase in prepaid expenses and other assets related to timing of payments made in advance for future services, and $1.1 million in payments for operating lease liabilities.
Investing Activities
Cash used in investing activities for the three months ended April 30, 2022 of $70.4 million consisted primarily cash paid for the Catalytic acquisition, net of cash acquired, of $66.3 million, purchases of available-for-sale investments of $41.7 million, purchases of property and equipment of $2.1 million primarily for purchases of computers for new employees and to support office space for our San Francisco office, and capitalization of internal-use software of $0.8 million. This was offset by proceeds from sales and maturities of investments of $40.4 million.
Cash used in investing activities for the three months ended April 30, 2021 of $12.6 million consisted of purchases of available-for-sale investments of $77.5 million, capitalization of internal-use software of $1.0 million, and purchases of property and equipment of $0.9 million primarily to support additional office space for our San Francisco office. This was partially offset by proceeds from maturities and sales of investments of $67.0 million.
Financing Activities
Cash used in financing activities for the three months ended April 30, 2022 of $2.6 million consisted of $6.2 million in employee payroll taxes paid related to vesting of restricted stock units, partially offset by proceeds of $3.6 million from the exercise of stock options.
Cash provided by financing activities for the three months ended April 30, 2021 of $2.1 million consisted $4.9 million in employee payroll taxes paid related to vesting of restricted stock units. These outflows were partially offset by proceeds of $2.8 million from the exercise of stock options.
Contractual Obligations and Commitments
There were no material changes during the three months ended April 30, 2022 to our contractual obligations and other commitments, as disclosed in the Annual Report on Form 10-K for the fiscal year ended January 31, 2022, filed with the SEC on March 17, 2022.
For further information on our commitments and contingencies, refer to Note 11, “Commitments and Contingencies” in the condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q.
Indemnification Agreements
In the ordinary course of business, we may agree to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. As permitted under Delaware law, we have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon
37
us to provide indemnification under such agreements, and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows.
Off-Balance Sheet Arrangements
We do not currently have and, as of April 30, 2022 or during the periods presented, did not have any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
We prepare our condensed consolidated financial statements in accordance with U.S. GAAP. In the preparation of these condensed consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting policies and estimates.
There have been no significant changes to our critical accounting policies described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022, filed with the SEC on March 17, 2022, that had a material impact on our condensed consolidated financial statements and related notes.
Recent Accounting Pronouncements
For further information on our recently adopted accounting pronouncements, refer to Note 2, "Summary of Significant Accounting Policies" in the condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in our market risk as compared to the disclosures in Part II, Item 7A in our Annual Report on Form 10-K for the year ended January 31, 2022, filed with the SEC on March 17, 2022.
38
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation and supervision of our chief executive officer and our chief financial officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our chief executive officer and chief financial officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.
Limitations on the Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended April 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than as described above.
39
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business.
Item 1A. Risk Factors
Other than the risk factors below, there have been no material changes from the risk factors described in “Part I. Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2022. The risks described in “Risk Factors” and in any subsequent Form 10-Qs could materially and adversely affect our business, results of operations, financial condition or prospects, and could cause the trading price of our common stock to decline. These risk factors do not identify all risks that we face— our business, results of operations, financial condition or prospects could also be affected by factors that are not presently known to us or that we currently consider to be immaterial. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
Unfavorable conditions in our industry or the global economy, or reductions in information technology spending, could limit our ability to grow our business and negatively affect our results of operations.
Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers and potential customers. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, inflation, international trade relations, political turmoil, natural catastrophes, health epidemics or pandemics (such as the COVID-19 pandemic), warfare (such as Russia’s invasion of Ukraine), and terrorist attacks on the United States, Europe, the Asia Pacific region, Japan, or elsewhere, could cause a decrease in business investments, including spending on information technology, and negatively affect the growth of our business. Recent increased inflation may increase our supply, employees and facilities costs and decrease demand for our products. Competitors, many of whom are larger and have greater financial resources than we do, may respond to challenging market conditions by lowering prices in an attempt to attract our customers. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our products. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry or how any such event may impact our business.
Our current operations are international in scope, and we plan further geographic expansion, creating a variety of operational challenges.
A component of our growth strategy involves the further expansion of our operations and customer base internationally. In each of the fiscal years ended January 31, 2022, 2021, and 2020 customers outside of the United States generated 24%, 24%, and 22%, respectively, of our revenue. We currently have offices in Australia, Canada, Portugal, the United Kingdom (U.K.), and the United States. We are continuing to adapt to and develop strategies to address international markets, but there is no guarantee that such efforts will have the desired effect. As of January 31, 2022, approximately 29% of our full-time employees were located outside of the United States. We expect that our international activities will continue to grow for the foreseeable future as we continue to pursue opportunities in existing and new international markets, which will require significant dedication of management attention and financial resources.
Our current and future international business and operations involve a variety of risks, including:
•changes in a specific country’s or region’s political or economic conditions;
•health epidemics or pandemics, such as the COVID-19 pandemic, influenza and other highly communicable diseases or viruses;
40
•continuing uncertainty regarding social, political, immigration, and tax and trade policies in the U.S. and abroad, including as a result of the United Kingdom's withdrawal from the European Union (“EU”);
•the need to adapt and localize our products for specific countries;
•greater difficulty collecting accounts receivable and longer payment cycles;
•potential changes in trade relations, regulations, or laws;
•unexpected changes in laws, regulatory requirements, or tax laws;
•more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe;
•differing and potentially more onerous labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;
•challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;
•difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;
•increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;
•currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;
•limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
•laws and business practices favoring local competitors or general market preferences for local vendors;
•limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;
•political instability, including military actions;
•terrorist activities;
•exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, or FCPA, U.S. bribery laws, the UK Bribery Act, and similar laws and regulations in other jurisdictions; and
•adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
Political actions, including trade protection and national security policies of U.S. and foreign government bodies, such as tariffs, import or export regulations, trade and economic sanctions, quotas or other trade barriers and restrictions could affect our ability to fulfill our contractual obligations and have a material adverse effect on our business. In addition, following Russia’s military invasion of Ukraine in February 2022, NATO deployed additional military forces to Eastern Europe, and the United States, European Union, and other nations announced various sanctions against Russia. The invasion of Ukraine and the retaliatory measures that have been taken, and could be taken in future, by the United States, NATO, and other countries have created global security concerns that could
41
result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could adversely affect our business. Further, due to political uncertainty and military actions involving Russia, Ukraine, and surrounding regions, we and the third parties upon which we rely may be vulnerable to a heightened risk of security breaches, computer malware, social-engineering attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks, including attacks that could materially disrupt our systems and operations, supply chain, and ability to do business. These attacks are expected to occur in the future.
If any of the above risks materializes, it could harm our business and prospects. In addition, our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful. If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business and operating results will suffer.
42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Items 3, 4, and 5 are not applicable and have been omitted.
Item 6. Exhibits
The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
43
EXHIBIT INDEX
Exhibit Number | Description | Form | File No. | Incorporated by Exhibit Reference | Filing Date | |||||||||||||||||||||||||||
| 8-K | 001-38856 | 3.1 | April 15, 2019 | |||||||||||||||||||||||||||||
| 8-K | 001-38856 | 3.2 | April 15, 2019 | |||||||||||||||||||||||||||||
| Filed herewith | ||||||||||||||||||||||||||||||||
| Filed herewith | ||||||||||||||||||||||||||||||||
| Furnished herewith | ||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Filed herewith | ||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | Filed herewith | ||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith | ||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith | ||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | Filed herewith | ||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith | ||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, and 101.PRE). | |||||||||||||||||||||||||||||||
* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
44
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PAGERDUTY, INC. | |||||||||||
Date: June 3, 2022 | By: | /s/ Jennifer G. Tejada | |||||||||
| Jennifer G. Tejada | |||||||||||
| Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Date: June 3, 2022 | By: | /s/ Owen Howard Wilson | |||||||||
| Owen Howard Wilson | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
Date: June 3, 2022 | By: | /s/ Mitra Rezvan | |||||||||
| Mitra Rezvan | |||||||||||
| Vice President, Finance and Corporate Controller | |||||||||||
| (Principal Accounting Officer) | |||||||||||
45