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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | | | | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2023
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 No. 001-38464
Smartsheet Inc.
(Exact name of Registrant as specified in its charter)
| | | | | | | | | | | |
| Washington | | 20-2954357 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
| 500 108th Ave NE, Suite 200 | | |
| Bellevue, | WA | | 98004 |
| (Address of principal executive offices) | | (Zip Code) |
| | | | | | | | | | | |
| (844) | 324-2360 | |
| Registrant’s telephone number, including area code | |
| | | | | |
| |
|
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock, no par value per share | SMAR | The 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act: | | | | | | | | | | | |
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of December 1, 2023, there were 136,256,740 shares of the registrant’s Class A common stock outstanding.
SMARTSHEET INC.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended October 31, 2023
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including but not limited to, statements regarding our future operating results and financial position, our business plan and strategy, and market positioning, are forward-looking statements. We based these forward-looking statements on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Words including, but not limited to, “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and variations of these terms or the negative of these terms and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described under Part II, Item 1A, “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management 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 Quarterly Report on 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 upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or events and circumstances reflected in the forward-looking statements will be achieved or will occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or revised expectations.
Part I. Financial Information
Item 1. Financial Statements
SMARTSHEET INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Revenue | | | | | | | |
| Subscription | $ | 232,470 | | | $ | 186,070 | | | $ | 659,993 | | | $ | 514,879 | |
| Professional services | 13,448 | | | 13,507 | | | 41,396 | | | 39,699 | |
| Total revenue | 245,918 | | | 199,577 | | | 701,389 | | | 554,578 | |
| Cost of revenue | | | | | | | |
| Subscription | 34,258 | | | 29,294 | | | 101,009 | | | 82,154 | |
| Professional services | 12,780 | | | 13,569 | | | 38,948 | | | 38,418 | |
| Total cost of revenue | 47,038 | | | 42,863 | | | 139,957 | | | 120,572 | |
| Gross profit | 198,880 | | | 156,714 | | | 561,432 | | | 434,006 | |
| Operating expenses | | | | | | | |
| Research and development | 58,257 | | | 50,526 | | | 172,805 | | | 156,829 | |
| Sales and marketing | 137,920 | | | 120,116 | | | 382,685 | | | 359,522 | |
| General and administrative | 38,153 | | | 28,629 | | | 109,654 | | | 94,873 | |
| Total operating expenses | 234,330 | | | 199,271 | | | 665,144 | | | 611,224 | |
| Loss from operations | (35,450) | | | (42,557) | | | (103,712) | | | (177,218) | |
| Interest income | 6,976 | | | 2,344 | | | 18,040 | | | 4,013 | |
| Other income (expense), net | (790) | | | 593 | | | (1,381) | | | 1,389 | |
| Loss before income tax provision | (29,264) | | | (39,620) | | | (87,053) | | | (171,816) | |
| Income tax provision | 3,164 | | | 517 | | | 8,602 | | | 1,091 | |
| Net loss | $ | (32,428) | | | $ | (40,137) | | | $ | (95,655) | | | $ | (172,907) | |
| Net loss per share, basic and diluted | $ | (0.24) | | | $ | (0.31) | | | $ | (0.71) | | | $ | (1.33) | |
| Weighted-average shares outstanding used to compute net loss per share, basic and diluted | 135,189 | | | 130,634 | | | 133,868 | | | 129,611 | |
See notes to condensed consolidated financial statements.
SMARTSHEET INC.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Net loss | $ | (32,428) | | | $ | (40,137) | | | $ | (95,655) | | | $ | (172,907) | |
| Other comprehensive loss | | | | | | | |
| Net unrealized loss on available-for-sale securities | (25) | | | (290) | | | (45) | | | (693) | |
| Foreign currency translation adjustments | (507) | | | (794) | | | (1,017) | | | (794) | |
| Other comprehensive loss | (532) | | | (1,084) | | | (1,062) | | | (1,487) | |
| Comprehensive loss | $ | (32,960) | | | $ | (41,221) | | | $ | (96,717) | | | $ | (174,394) | |
See notes to condensed consolidated financial statements.
SMARTSHEET INC.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
| October 31, 2023 | | January 31, 2023 | | | | | | | | | |
| Assets | | | | | | | | | | | | |
| Current assets | | | | | | | | | | | | |
| Cash and cash equivalents | $ | 233,247 | | | $ | 223,156 | | | | | | | | | | |
| Short-term investments | 335,492 | | | 233,225 | | | | | | | | | | |
Accounts receivable, net of allowances of $6,121 and $6,285, respectively | 179,475 | | | 198,643 | | | | | | | | | | |
| Prepaid expenses and other current assets | 53,625 | | | 55,063 | | | | | | | | | | |
| Total current assets | 801,839 | | | 710,087 | | | | | | | | | | |
| Restricted cash | 184 | | | 197 | | | | | | | | | | |
| Deferred commissions | 142,051 | | | 121,785 | | | | | | | | | | |
| Property and equipment, net | 41,701 | | | 39,395 | | | | | | | | | | |
| Operating lease right-of-use assets | 42,060 | | | 54,278 | | | | | | | | | | |
| Intangible assets, net | 30,531 | | | 39,069 | | | | | | | | | | |
| Goodwill | 140,928 | | | 142,415 | | | | | | | | | | |
| Other long-term assets | 3,939 | | | 2,983 | | | | | | | | | | |
| Total assets | $ | 1,203,233 | | | $ | 1,110,209 | | | | | | | | | | |
| Liabilities and shareholders’ equity | | | | | | | | | | | | |
| Current liabilities | | | | | | | | | | | | |
| Accounts payable | $ | 1,005 | | | $ | 2,125 | | | | | | | | | | |
| Accrued compensation and related benefits | 75,155 | | | 68,347 | | | | | | | | | | |
| Other accrued liabilities | 31,258 | | | 27,437 | | | | | | | | | | |
| Operating lease liabilities, current | 16,263 | | | 19,220 | | | | | | | | | | |
| Finance lease liabilities, current | 194 | | | — | | | | | | | | | | |
| Deferred revenue | 482,898 | | | 457,534 | | | | | | | | | | |
| Total current liabilities | 606,773 | | | 574,663 | | | | | | | | | | |
| Operating lease liabilities, non-current | 36,174 | | | 47,564 | | | | | | | | | | |
| Finance lease liabilities, non-current | 505 | | | — | | | | | | | | | | |
| Deferred revenue, non-current | 2,572 | | | 2,195 | | | | | | | | | | |
| Other long-term liabilities | 404 | | | 129 | | | | | | | | | | |
| Total liabilities | 646,428 | | | 624,551 | | | | | | | | | | |
| Commitments and Contingencies (Note 13) | | | | | | | | | | | | |
| Shareholders’ equity | | | | | | | | | | | | |
Preferred stock, no par value; 10,000,000 shares authorized, no shares issued or outstanding as of October 31, 2023 and January 31, 2023 | — | | | — | | | | | | | | | | |
Class A common stock, no par value; 500,000,000 shares authorized, 135,538,368 shares issued and outstanding as of October 31, 2023; 500,000,000 shares authorized, 131,845,028 shares issued and outstanding as of January 31, 2023 | — | | | — | | | | | | | | | | |
Class B common stock, no par value; 500,000,000 shares authorized, no shares issued and outstanding as of October 31, 2023; 500,000,000 shares authorized, no shares issued and outstanding as of January 31, 2023 | — | | | — | | | | | | | | | | |
| Additional paid-in capital | 1,411,594 | | | 1,243,730 | | | | | | | | | | |
| Accumulated other comprehensive income (loss) | (961) | | | 101 | | | | | | | | | | |
| Accumulated deficit | (853,828) | | | (758,173) | | | | | | | | | | |
| Total shareholders’ equity | 556,805 | | | 485,658 | | | | | | | | | | |
| Total liabilities and shareholders’ equity | $ | 1,203,233 | | | $ | 1,110,209 | | | | | | | | | | |
See notes to condensed consolidated financial statements.
SMARTSHEET INC.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(in thousands, except share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, 2023 |
| Common Stock (Class A) | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | Total Shareholders’ Equity |
| Shares | | Amount | | | | |
| Balances as of July 31, 2023 | 134,499,892 | | | $ | — | | | $ | 1,360,851 | | | $ | (821,400) | | | $ | (429) | | | $ | 539,022 | |
| Issuance of common stock under employee stock plans | 1,038,476 | | | — | | | 266 | | | — | | | — | | | 266 | |
| Taxes paid related to net share settlement of equity awards | — | | | — | | | (494) | | | — | | | — | | | (494) | |
| Share-based compensation expense | — | | | — | | | 50,971 | | | — | | | — | | | 50,971 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (532) | | | (532) | |
| Net loss | — | | | — | | | — | | | (32,428) | | | — | | | (32,428) | |
| Balances as of October 31, 2023 | 135,538,368 | | | $ | — | | | $ | 1,411,594 | | | $ | (853,828) | | | $ | (961) | | | $ | 556,805 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, 2022 |
| Common Stock (Class A) | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | Total Shareholders’ Equity |
| Shares | | Amount | | | | |
| Balances as of July 31, 2022 | 130,155,007 | | | $ | — | | | $ | 1,150,410 | | | $ | (675,304) | | | $ | (403) | | | $ | 474,703 | |
| Issuance of common stock under employee stock plans | 714,086 | | | — | | | 868 | | | — | | | — | | | 868 | |
| Taxes paid related to net share settlement of equity awards | — | | | — | | | (569) | | | — | | | — | | | (569) | |
| Share-based compensation expense | — | | | — | | | 38,776 | | | — | | | — | | | 38,776 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (1,084) | | | (1,084) | |
| Net loss | — | | | — | | | — | | | (40,137) | | | — | | | (40,137) | |
| Balances as of October 31, 2022 | 130,869,093 | | | $ | — | | | $ | 1,189,485 | | | $ | (715,441) | | | $ | (1,487) | | | $ | 472,557 | |
See notes to condensed consolidated financial statements.
SMARTSHEET INC.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(in thousands, except share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, 2023 |
| Common Stock (Class A) | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | Total Shareholders’ Equity |
| Shares | | Amount | | | | |
| Balances as of January 31, 2023 | 131,845,028 | | | $ | — | | | $ | 1,243,730 | | | $ | (758,173) | | | $ | 101 | | | $ | 485,658 | |
| Issuance of common stock under employee stock plans | 3,693,340 | | | — | | | 12,497 | | | — | | | — | | | 12,497 | |
| Taxes paid related to net share settlement of equity awards | — | | | — | | | (1,644) | | | — | | | — | | | (1,644) | |
| Share-based compensation expense | — | | | — | | | 157,011 | | | — | | | — | | | 157,011 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (1,062) | | | (1,062) | |
| Net loss | — | | | — | | | — | | | (95,655) | | | — | | | (95,655) | |
| Balances as of October 31, 2023 | 135,538,368 | | | $ | — | | | $ | 1,411,594 | | | $ | (853,828) | | | $ | (961) | | | $ | 556,805 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, 2022 |
| Common Stock (Class A) | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | Total Shareholders’ Equity |
| Shares | | Amount | | | | |
| Balances as of January 31, 2022 | 127,809,525 | | | $ | — | | | $ | 1,047,313 | | | $ | (542,534) | | | $ | — | | | $ | 504,779 | |
| Issuance of common stock under employee stock plans | 3,059,568 | | | — | | | 15,344 | | | — | | | — | | | 15,344 | |
| Taxes paid related to net share settlement of equity awards | — | | | — | | | (3,082) | | | — | | | — | | | (3,082) | |
| Share-based compensation expense | — | | | — | | | 129,910 | | | — | | | — | | | 129,910 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (1,487) | | | (1,487) | |
| Net loss | — | | | — | | | — | | | (172,907) | | | — | | | (172,907) | |
| Balances as of October 31, 2022 | 130,869,093 | | | $ | — | | | $ | 1,189,485 | | | $ | (715,441) | | | $ | (1,487) | | | $ | 472,557 | |
See notes to condensed consolidated financial statements.
SMARTSHEET INC.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
| | | | | | | | | | | |
| Nine Months Ended October 31, |
| 2023 | | 2022 |
| Cash flows from operating activities | | | |
| Net loss | $ | (95,655) | | | $ | (172,907) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
| Share-based compensation expense | 153,449 | | | 127,458 | |
| Depreciation and amortization | 20,008 | | | 18,476 | |
| Net amortization of premiums (discounts) on investments | (8,746) | | | (1,198) | |
| Amortization of deferred commission costs | 38,439 | | | 36,712 | |
| Unrealized foreign currency (gain) loss | 684 | | | (760) | |
| Non-cash operating lease costs | 9,450 | | | 11,631 | |
| Impairment of long-lived assets | 1,448 | | | 1,544 | |
| Other, net | 3,089 | | | (1,636) | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | 16,541 | | | 2,739 | |
| Prepaid expenses and other current assets | 1,060 | | | (894) | |
| Other long-term assets | (1,401) | | | (336) | |
| Accounts payable | (997) | | | 1,356 | |
| Other accrued liabilities | 4,100 | | | 8,494 | |
| Accrued compensation and related benefits | 2,021 | | | (10,975) | |
| Deferred commissions | (58,705) | | | (55,438) | |
| Deferred revenue | 25,439 | | | 49,673 | |
| Other long-term liabilities | 278 | | | 37 | |
| Operating lease liabilities | (12,326) | | | (10,581) | |
| Net cash provided by operating activities | 98,176 | | | 3,395 | |
| Cash flows from investing activities | | | |
| Purchases of short-term investments | (375,387) | | | (384,363) | |
| Maturities of short-term investments | 281,900 | | | 144,548 | |
| Proceeds from liquidation of a long-term investment | — | | | 622 | |
| Purchases of property and equipment | (2,097) | | | (4,175) | |
| Proceeds from sale of property and equipment | 28 | | | 94 | |
| Capitalized internal-use software development costs | (7,850) | | | (5,826) | |
| Payments for business acquisition, net of cash and restricted cash acquired | — | | | (20,342) | |
| Net cash used in investing activities | (103,406) | | | (269,442) | |
| Cash flows from financing activities | | | |
| Proceeds from exercise of stock options | 1,330 | | | 4,499 | |
| Taxes paid related to net share settlement of restricted stock units | (1,644) | | | (3,082) | |
| Proceeds from contributions to Employee Stock Purchase Plan | 15,664 | | | 9,959 | |
| Net cash provided by financing activities | 15,350 | | | 11,376 | |
| Effects of changes in foreign currency exchange rates on cash, cash equivalents, and restricted cash | (248) | | | (131) | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 9,872 | | | (254,802) | |
| Cash, cash equivalents, and restricted cash at beginning of period | 223,757 | | | 449,680 | |
| Cash, cash equivalents, and restricted cash at end of period | $ | 233,629 | | | $ | 194,878 | |
| | | | | | | | | | | | | |
| Supplemental disclosures | | | | | |
| Cash paid for income tax | $ | 9,471 | | | $ | 224 | | | |
| Accrued purchases of property and equipment, including internal-use software | 1,264 | | | 1,727 | | | |
| Share-based compensation expense capitalized in internal-use software development costs | 3,283 | | | 2,452 | | | |
| Right-of-use assets obtained in exchange for new operating lease liabilities | 1,684 | | | 7,230 | | | |
| Right-of-use asset reductions related to operating leases | 4,451 | | | 1,535 | | | |
| Purchases of fixed assets under finance leases | 693 | | | — | | | |
| | | | | |
See notes to condensed consolidated financial statements.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Overview and Basis of Presentation
Description of business
Smartsheet Inc. (the “Company,” “we,” “our”) was incorporated in the State of Washington in 2005, and is headquartered in Bellevue, Washington. Smartsheet, the enterprise work management platform, empowers organizations to innovate and achieve results quickly, securely, and at scale through effective collaboration and streamlined workflows. By uniting people, content, and work, Smartsheet provides powerful capabilities that revolutionize the way teams operate. Smartsheet makes outcomes reliable, keeps customer data safe, and ensures users are on the same page, making it ideal for organizations seeking efficient, impactful collaborative work management. Customers access their accounts via a web-based interface or a mobile application. The Company also offers professional services, which primarily consist of consulting and training services.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“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, 2023 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 in our Annual Report on Form 10-K for the year ended January 31, 2023, filed with the SEC on March 22, 2023.
The condensed consolidated financial statements include the results of Smartsheet Inc. and its wholly owned subsidiaries, including those located in the United States, the United Kingdom, Germany, Australia, Japan, and Costa Rica. 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 our condensed consolidated financial statements. All such adjustments are of a normal, recurring nature. The results of operations for the three and nine months ended October 31, 2023 are not necessarily indicative of results to be expected for the full year ending January 31, 2024, or for any other interim period, or for any future year.
Use of estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Actual results could differ from those estimates. The Company’s most significant estimates and judgments involve the measurement of fair values of share-based compensation award grants; determination of the amortization period for capitalized sales commission costs; and revenue recognition with respect to the allocation of transaction consideration for the Company’s offerings, among others.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company completed an assessment of the amortization period for deferred sales commission costs and determined that it should increase the period over which we amortize deferred commissions from three years to four years. This change in accounting estimate was effective August 1, 2022 and was accounted for prospectively in the condensed consolidated financial statements. For the three months ended October 31, 2023, there is no impact related to the change in amortization period. For the nine months ended October 31, 2023, the change in amortization period resulted in a benefit to both sales and marketing expense and net loss of approximately 1% of total revenue or $0.07 per basic and diluted share. The effect of this change in estimate is based on the carrying value of deferred commissions included in the Company’s condensed consolidated balance sheets as of July 31, 2022 and those deferred during subsequent periods.
2. Summary of Significant Accounting Policies
For a summary of the Company’s significant accounting policies refer to Note 2, Summary of Significant Accounting Policies, of our Annual Report on Form 10-K for the fiscal year ended January 31, 2023.
Segment information
The Company operates as one operating segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information for purposes of making operating decisions, assessing financial performance, and allocating resources.
Concentrations of risk and significant customers
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash accounts with financial institutions where deposits, at times, exceed the Federal Deposit Insurance Corporation (“FDIC”) limits.
No individual customer represented more than 10% of accounts receivable as of October 31, 2023 or January 31, 2023. No individual customer represented more than 10% of revenue for the three and nine months ended October 31, 2023 or 2022.
Recent accounting pronouncements
There have been no recent accounting pronouncements, changes in accounting pronouncements, or recently adopted accounting guidance during the nine months ended October 31, 2023 that have had a material impact on our condensed consolidated financial statements.
3. Revenue from Contracts with Customers
During the three months ended October 31, 2023 and 2022, the Company recognized $200.5 million and $157.3 million of subscription revenue, respectively, and $4.4 million and $4.7 million of professional services revenue, respectively, which were included in the deferred revenue balance as of July 31, 2023 and 2022, respectively.
During the nine months ended October 31, 2023 and 2022, the Company recognized $406.1 million and $297.3 million of subscription revenue, respectively, and $7.0 million and $4.7 million of professional services revenue, respectively, which were included in the deferred revenue balance as of January 31, 2023 and 2022, respectively.
As of October 31, 2023, approximately $584.3 million of revenue, including amounts already invoiced and amounts contracted but not yet invoiced, was expected to be recognized from remaining performance obligations, of which $576.7 million related to subscription services and $7.6 million related to professional services. Approximately 89% of revenue related to remaining performance obligations is expected to be recognized in the next 12 months.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4. Deferred Commissions
Deferred commissions were $142.1 million as of October 31, 2023 and $121.8 million as of January 31, 2023.
Amortization expense for deferred commissions was $14.1 million and $9.1 million for the three months ended October 31, 2023 and 2022, respectively, and $38.4 million and $36.7 million for the nine months ended October 31, 2023 and 2022, respectively. Prior to August 1, 2022, deferred commissions were amortized over a period of three years. Effective as of August 1, 2022, deferred commissions are amortized over a period of four years. The amortization expense is recorded in sales and marketing on the Company’s condensed consolidated statements of operations.
5. Net Loss Per Share
The following table presents calculations for basic and diluted net loss per share (in thousands, except per share data): | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
Numerator: | | | | | | | |
Net loss | $ | (32,428) | | | $ | (40,137) | | | $ | (95,655) | | | $ | (172,907) | |
Denominator: | | | | | | | |
| Weighted-average shares outstanding | 135,189 | | | 130,634 | | | 133,868 | | | 129,611 | |
Net loss per share, basic and diluted | $ | (0.24) | | | $ | (0.31) | | | $ | (0.71) | | | $ | (1.33) | |
The following outstanding shares of common stock equivalents as of the periods presented were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands): | | | | | | | | | | | |
| October 31, |
| 2023 | | 2022 |
| Shares subject to outstanding common stock awards | 11,873 | | | 11,380 | |
| Shares issuable pursuant to the 2018 Employee Stock Purchase Plan | 313 | | | 126 | |
| Total potentially dilutive shares | 12,186 | | | 11,506 | |
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
6. Investments
All cash equivalents and short-term investments were designated as available-for-sale securities as of October 31, 2023. The following tables present the amortized costs, unrealized gains and losses, and estimated fair values of the Company’s cash equivalents and short-term investments (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| October 31, 2023 |
| Amortized Cost* | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value |
| Cash equivalents: | | | | | | | |
| Money market funds | $ | 70,959 | | | $ | — | | | $ | — | | | $ | 70,959 | |
| U.S. Treasury securities | 12,891 | | | — | | | — | | | 12,891 | |
| Commercial paper | 5,072 | | | — | | | — | | | 5,072 | |
| Total cash equivalents | 88,922 | | | — | | | — | | | 88,922 | |
| Short-term investments: | | | | | | | |
| Corporate bonds | 83,522 | | | 7 | | | (155) | | | 83,374 | |
| U.S. Treasury securities | 142,767 | | | 1 | | | (47) | | | 142,721 | |
| Commercial paper | 79,749 | | | — | | | — | | | 79,749 | |
| Agency securities | 29,669 | | | — | | | (21) | | | 29,648 | |
| Total short-term investments | 335,707 | | | 8 | | | (223) | | | 335,492 | |
| Total | $ | 424,629 | | | $ | 8 | | | $ | (223) | | | $ | 424,414 | |
*Excludes interest receivable of $1.0 million, which is included in Prepaid expenses and other current assets on the condensed consolidated balance sheets. |
| | | | | | | | | | | | | | | | | | | | | | | |
| January 31, 2023 |
| Amortized Cost* | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value |
| Cash equivalents: | | | | | | | |
| Money market funds | $ | 137,490 | | | $ | — | | | $ | — | | | $ | 137,490 | |
| Agency securities | 3,497 | | | — | | | — | | | 3,497 | |
| Total cash equivalents | 140,987 | | | — | | | — | | | 140,987 | |
| Short-term investments: | | | | | | | |
| Corporate bonds | 66,051 | | | 46 | | | (79) | | | 66,018 | |
| U.S. Treasury securities | 62,520 | | | 2 | | | (144) | | | 62,378 | |
| Commercial paper | 78,454 | | | — | | | — | | | 78,454 | |
| Agency securities | 26,369 | | | 12 | | | (6) | | | 26,375 | |
| Total short-term investments | 233,394 | | | 60 | | | (229) | | | 233,225 | |
| Total | $ | 374,381 | | | $ | 60 | | | $ | (229) | | | $ | 374,212 | |
*Excludes interest receivable of $1.1 million, which is included in Prepaid expenses and other current assets on the condensed consolidated balance sheets. |
The Company does not intend to sell, nor is it more likely than not that we will be required to sell, any investments in unrealized loss positions before recovery of their amortized cost basis. We did not recognize any credit losses related to our investments during the three and nine months ended October 31, 2023 and 2022. The unrealized losses on our short-term investments were primarily due to unfavorable changes in interest rates subsequent to initial purchase. There were no material realized gains or losses from available-for-sale securities that were reclassified out of accumulated other comprehensive income (loss) during the three and nine months ended October 31, 2023 and 2022. None of the short-term investments held as of October 31, 2023 or January 31, 2023 were in a continuous unrealized loss position for greater than 12 months.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following tables present the contractual maturities of the Company’s short-term investments (in thousands): | | | | | | | | | | | |
| October 31, 2023 |
| Amortized Cost | | Estimated Fair Value |
| Due within one year | $ | 308,471 | | | $ | 308,348 | |
| Due between one to five years | 27,235 | | | 27,144 | |
| Total | $ | 335,706 | | | $ | 335,492 | |
| | | | | | | | | | | |
| January 31, 2023 |
| Amortized Cost | | Estimated Fair Value |
| Due within one year | $ | 207,487 | | | $ | 207,325 | |
| Due between one to five years | 25,907 | | | 25,900 | |
| Total | $ | 233,394 | | | $ | 233,225 | |
7. Fair Value Measurements
Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The lowest level of significant input determines the placement of the fair value measurement within the following hierarchical levels:
•Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3: Unobservable inputs that are supported by little or no market activity.
Assets and liabilities measured at fair value on a recurring basis
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value and indicate the fair value hierarchy of the valuation inputs used (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| October 31, 2023 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| Assets | | | | | | | |
| Cash equivalents: | | | | | | | |
| Money market funds | $ | 70,959 | | | $ | — | | | $ | — | | | $ | 70,959 | |
| U.S. Treasury securities | — | | | 12,891 | | | — | | | 12,891 |
| Commercial Paper | — | | | 5,072 | | | — | | | 5,072 |
| Total cash equivalents | 70,959 | | | 17,963 | | | — | | | 88,922 | |
| Short-term investments: | | | | | | | |
| Corporate bonds | — | | | 83,374 | | | — | | | 83,374 | |
| U.S. Treasury securities | — | | | 142,721 | | | — | | | 142,721 | |
| Commercial paper | — | | | 79,749 | | | — | | | 79,749 | |
| Agency securities | — | | | 29,648 | | | — | | | 29,648 | |
| Total short-term investments | — | | | 335,492 | | | — | | | 335,492 | |
| Total assets | $ | 70,959 | | | $ | 353,455 | | | $ | — | | | $ | 424,414 | |
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| January 31, 2023 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| Assets | | | | | | | |
| Cash equivalents: | | | | | | | |
| Money market funds | $ | 137,490 | | | $ | — | | | $ | — | | | $ | 137,490 | |
| Agency securities | — | | | 3,497 | | — | | | 3,497 |
| Total cash equivalents | 137,490 | | 3,497 | | — | | | 140,987 |
| Short-term investments: | | | | | | | |
| Corporate bonds | — | | | 66,018 | | — | | | 66,018 |
| U.S. Treasury securities | — | | | 62,378 | | — | | | 62,378 |
| Commercial paper | — | | | 78,454 | | — | | | 78,454 |
| Agency securities | — | | | 26,375 | | | — | | | 26,375 |
| Total short-term investments | — | | | 233,225 | | | — | | | 233,225 | |
| Total assets | $ | 137,490 | | | $ | 236,722 | | | $ | — | | | $ | 374,212 | |
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 tables above.
It is the Company’s policy to recognize transfers of assets and liabilities between levels of the fair value hierarchy at the end of a reporting period. The Company does not transfer out of Level 3 and into Level 2 until observable inputs become available and reliable. There were no transfers between fair value measurement levels during the three and nine months ended October 31, 2023 or 2022.
Assets and liabilities measured at fair value on a non-recurring basis
See Note 8, Business Combinations, and Note 9, Goodwill and Net Intangible Assets, of these notes to our condensed consolidated financial statements for fair value measurements of certain assets and liabilities recorded at fair value on a non-recurring basis.
The Company’s long-lived assets are measured at fair value on a non-recurring basis and are reduced if the assets are determined to be impaired. The fair value of the operating lease right-of-use (“ROU”) assets and associated property and equipment was estimated as of the sublease execution date using an income approach by converting future sublease cash inflows and outflows to a single present value. Estimated cash flows were discounted at a rate commensurate with the inherent risks associated with the asset group to arrive at an estimate of fair value. See Note 12, Leases, of these notes to our condensed consolidated financial statements for further details on the impairment charges we recorded. As a result of the subjective nature of unobservable inputs used, these assets are classified within Level 3 of the fair value hierarchy.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
8. Business Combinations
Outfit
On September 1, 2022, the Company acquired 100% of the outstanding equity of On Brand Holdings, Inc. and its subsidiaries, collectively doing business as Outfit, pursuant to an Agreement and Plan of Merger. The Company acquired Outfit to enhance Brandfolder’s templating and creative automation solution. We incurred acquisition costs of $0.6 million during the year ended January 31, 2023. The total purchase consideration for the acquisition of Outfit was $20.6 million in cash, net of customary purchase price adjustments.
The transaction was accounted for as a business combination and accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. Fair values were determined using income and cost approaches. The fair value measurements of the intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): | | | | | |
| September 1, 2022 |
| Cash and restricted cash | $ | 266 | |
| Intangible assets | 5,190 | |
| Goodwill | 16,434 | |
| Other net tangible assets and liabilities assumed | (1,283) | |
| Total | $ | 20,607 | |
The excess purchase price consideration was recorded as goodwill, and is primarily attributable to the acquired assembled workforce and expected synergies with Brandfolder’s product offerings. The goodwill is not deductible for income tax purposes.
We engaged a third-party valuation specialist to aid our analysis of the fair value of the acquired intangibles. All estimates, key assumptions, and forecasts were either provided by or reviewed by us. While we chose to utilize a third-party valuation specialist for assistance, the fair value analysis and related valuations reflect the conclusions of management and not those of any third party.
The estimated useful lives and fair values of the identifiable intangible assets at acquisition date were as follows (dollars in thousands): | | | | | | | | | | | | | | | | | |
| Fair Value | | Expected Useful Life | | Discount Rate |
| Software technology | $ | 3,200 | | | 5 years | | 14.7 | % |
| Customer relationships | 1,990 | | | 7 years | | 14.7 | % |
| Total intangible assets | $ | 5,190 | | | | | |
The identified intangible assets, software technology and customer relationships, were valued as follows:
Software technology - we valued the finite-lived software technology using the relief-from-royalty method under the income approach. This method estimates fair value by forecasting avoided royalties, reducing them by maintenance-related research and development expenses and taxes, and discounting the resulting net cash flows to a present value using an appropriate discount rate. We applied judgment which involved the use of assumptions with respect to the future revenue forecast, technology life, royalty rate, and the discount rate.
Customer relationships - we valued the finite-lived customer relationships using the multi-period excess-earnings method. This method involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate. We applied judgment which involved the use of assumptions with respect to the future cash flows forecast, base year annual recurring revenue, customer churn rate, and the discount rate.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The related software technology amortization expense is recognized over its useful life within cost of revenue in the condensed consolidated statements of operations. The amortization expense related to the customer relationship intangible asset is recognized over its useful life within sales and marketing in the condensed consolidated statements of operations. The weighted-average amortization period of the acquired intangible assets is 5.8 years.
We have included the financial results of Outfit in our condensed consolidated financial statements from the date of acquisition. Separate financial results and pro forma financial information for Outfit have not been presented as the effect of this acquisition was not significant to our financial results.
9. Goodwill and Net Intangible Assets
Changes in the carrying amount of goodwill or measurement period adjustments during the nine months ended October 31, 2023 were as follows (in thousands): | | | | | |
| |
| Goodwill balance as of January 31, 2023 | $ | 142,415 | |
| Effects of foreign currency translation | (1,487) | |
| Goodwill balance as of October 31, 2023 | $ | 140,928 | |
The following table presents the components of net intangible assets (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| October 31, 2023 | | January 31, 2023 |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Software technology | $ | 28,384 | | | $ | (18,781) | | | $ | 9,603 | | | $ | 28,673 | | | $ | (14,547) | | | $ | 14,126 | |
Customer relationships | 34,006 | | | (15,759) | | | 18,247 | | | 34,186 | | | (12,265) | | | 21,921 | |
| Trade names | 4,100 | | | (1,490) | | | 2,610 | | | 4,100 | | | (1,157) | | | 2,943 | |
| Patents | 170 | | | (143) | | | 27 | | | 170 | | | (135) | | | 35 | |
Domain names | 44 | | | — | | | 44 | | | 44 | | | — | | | 44 | |
| Total | $ | 66,704 | | | $ | (36,173) | | | $ | 30,531 | | | $ | 67,173 | | | $ | (28,104) | | | $ | 39,069 | |
The following table presents the components of acquired intangible assets (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| October 31, 2023 | | January 31, 2023 |
| Net Carrying Amount | | Weighted Average Life (Years) | | Net Carrying Amount | | Weighted Average Life (Years) |
Software technology | $ | 9,603 | | | 2.2 | | $ | 14,126 | | | 2.8 |
Customer relationships | 18,246 | | | 4 | | 21,921 | | | 4.7 |
| Trade names | 2,610 | | | 5.9 | | 2,943 | | | 6.6 |
| Total | $ | 30,459 | | | 3.6 | | $ | 38,990 | | | 4.2 |
Amortization expense related to intangible assets was $2.7 million and $2.6 million for the three months ended October 31, 2023 and 2022, respectively, and $8.1 million and $7.6 million for the nine months ended October 31, 2023 and 2022, respectively. As of October 31, 2023, estimated remaining amortization expense for the finite-lived intangible assets by fiscal year is as follows (in thousands): | | | | | |
| |
| Remainder of Fiscal 2024 | $ | 2,701 | |
| Fiscal 2025 | 9,602 | |
| Fiscal 2026 | 7,885 | |
| Fiscal 2027 | 5,719 | |
| Fiscal 2028 | 3,432 | |
| Thereafter | 1,148 | |
| Total | $ | 30,487 | |
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
10. Share-Based Compensation
The Company has issued incentive and non-qualifying stock options to employees and non-employee directors under the 2005 Stock Option/Restricted Stock Plan, the 2015 Equity Incentive Plan (the “2015 Plan”), and the 2018 Equity Incentive Plan (the “2018 Plan”). Employee stock options are granted with exercise prices at the fair value of the underlying common stock on the grant date, generally vest, based on continuous employment, over three or four years, and expire 10 years from the date of grant.
The Company has also issued restricted stock units (“RSUs”) to employees and non-employee directors pursuant to the 2015 Plan and the 2018 Plan. Employee RSUs are measured based on the grant date fair value of the awards and generally vest, based on continuous employment, over three or four years.
The Company issued restricted stock awards (“RSAs”) to certain Brandfolder employees subject to vesting conditions. These shares were issued in a private placement transaction. As vesting of these RSAs was dependent on continuous employment, these were not considered part of the purchase price in accounting for the September 2020 acquisition. The RSAs were measured based on the grant date fair value of the awards and vested, based on continuous employment, over three years.
The Company issued market-based performance share units (“PSUs”) to certain executives pursuant to the 2018 Plan during the year ended January 31, 2023. The target number of market-based PSUs granted was 251,027. The number of shares that can be earned range from 0% to 200% of the target number of shares, based on the relative growth of the Company’s total shareholder return as compared to the total shareholder return of the S&P Software and Services Select Index. These awards have two separate performance periods. The first tranche of awards has a one year performance period starting on the date of grant and ending on the first anniversary of the date of grant. The second tranche of awards has a two year performance period starting on the date of grant and ending on the second anniversary of the date of grant. These awards also include a service condition and vest on a graded vesting schedule, subject to continuous employment, over a three year period. The fair value of the PSUs granted was determined using a Monte Carlo simulation approach.
Stock options
The following table includes a summary of the option activity during the nine months ended October 31, 2023: | | | | | | | | | | | |
| Options Outstanding | | Weighted-Average Exercise Price |
| Outstanding at January 31, 2023 | 3,819,288 | | | $ | 23.42 | |
| Granted | — | | | — | |
| Exercised | (240,388) | | | 5.55 | |
| Forfeited or canceled | (10,125) | | | 67.00 | |
| Outstanding at October 31, 2023 | 3,568,775 | | | 24.50 | |
| Exercisable at October 31, 2023 | 2,993,697 | | | 19.02 | |
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Restricted stock units
The following table includes a summary of the RSU activity during the nine months ended October 31, 2023: | | | | | | | | | | | |
| Number of Shares Underlying Outstanding RSUs | | Weighted-Average Grant-Date Fair Value per RSU |
| Outstanding at January 31, 2023 | 10,975,157 | | | $ | 46.56 | |
| Granted | 1,201,599 | | | 44.09 | |
| Vested | (3,151,042) | | | 46.54 | |
| Forfeited or canceled | (972,095) | | | 47.19 | |
| Outstanding at October 31, 2023 | 8,053,619 | | | 46.12 | |
Restricted stock awards
The following table includes a summary of the RSA activity during the nine months ended October 31, 2023: | | | | | | | | | | | |
| Number of Shares | | Weighted-Average Grant-Date Fair Value per Share |
| Outstanding at January 31, 2023 | 19,895 | | | $ | 46.93 | |
| Granted | — | | | — | |
| Vested | (19,895) | | | 46.93 | |
| Forfeited or canceled | — | | | — | |
| Outstanding at October 31, 2023 | — | | | — | |
Performance Share Units
The following table includes a summary of the PSU activity during the nine months ended October 31, 2023: | | | | | | | | | | | |
| Number of Shares | | Weighted-Average Grant-Date Fair Value per PSU |
| Outstanding at January 31, 2023 | 251,027 | | | $ | 53.34 | |
| Granted | — | | | — | |
| Vested | — | | | — | |
| Forfeited or canceled | — | | | — | |
| Outstanding at October 31, 2023 | 251,027 | | | 53.34 | |
2018 Employee Stock Purchase Plan
In April 2018, we adopted our 2018 Employee Stock Purchase Plan (“ESPP”). The ESPP became effective on April 26, 2018, with the effective date of our initial public offering.
Under our ESPP, eligible employees are able to acquire shares of Class A common stock by accumulating funds through payroll deductions of up to 15% of their compensation, subject to plan limitations. Purchases are accomplished through participation in discrete offering periods. Each offering period is six months (commencing each January 1 and July 1), with a purchase date following the end of the period, unless otherwise determined by our board of directors or our compensation committee. The purchase price for shares of our common stock purchased under our ESPP is 85% of the lesser of the fair market value of common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of the purchase period in the applicable offering period.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Shares available for issuance
The following table includes a summary of the Company’s shares available for issuance activity under our 2018 Plan and our ESPP during the nine months ended October 31, 2023: | | | | | | | | | | | |
| 2018 Plan | | 2018 ESPP |
| Balance at January 31, 2023 | 14,594,290 | | | 4,850,775 | |
| Authorized | 6,592,251 | | | 1,318,450 | |
| Granted | (1,201,599) | | | (343,252) | |
| Forfeited or canceled | 982,220 | | | — | |
| Balance at October 31, 2023 | 20,967,162 | | | 5,825,973 | |
The aggregate number of shares reserved for issuance under our ESPP will increase automatically on February 1 of each of the first 10 calendar years after the first offering date. The increase of shares is equal to 1% of the total outstanding shares of our Class A and Class B common stock as of the immediately preceding January 31 (rounded to the nearest whole share) or such lesser number of shares as may be determined by our board of directors. The aggregate number of shares issued over the term of our ESPP, subject to stock-splits, recapitalizations or similar events, may not exceed 20,400,000 shares of our Class A common stock.
As of October 31, 2023, $6.5 million has been withheld on behalf of our employees for a future purchase under the ESPP and is recorded in accrued compensation and related benefits in the condensed consolidated balance sheets.
Share-based compensation expense
Share-based compensation expense included in the condensed consolidated statements of operations was as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Cost of subscription revenue | $ | 3,164 | | | $ | 2,517 | | | $ | 9,980 | | | $ | 7,977 | |
| Cost of professional services revenue | 1,777 | | | 1,436 | | | 5,602 | | | 4,669 | |
| Research and development | 17,220 | | | 13,317 | | | 52,263 | | | 44,906 | |
| Sales and marketing | 17,462 | | | 14,068 | | | 55,505 | | | 45,520 | |
| General and administrative | 10,024 | | | 6,732 | | | 30,099 | | | 24,386 | |
| Total share-based compensation expense | $ | 49,647 | | | $ | 38,070 | | | $ | 153,449 | | | $ | 127,458 | |
We have excluded $1.3 million and $0.7 million of capitalized software development costs from share-based compensation expense in the three months ended October 31, 2023 and 2022, respectively, and $3.6 million and $2.5 million for the nine months ended October 31, 2023 and 2022, respectively.
As of October 31, 2023, there was a total of $348.6 million of unrecognized share-based compensation expense, which is expected to be recognized over a weighted-average period of 2.1 years.
11. Income Taxes
The provision for income taxes for interim tax periods is generally determined using an estimate of the Company’s annual effective tax rate, excluding jurisdictions for which no tax benefit can be recognized due to valuation allowances, and adjusted for discrete tax items in the period. Each quarter the Company updates its estimate of the annual effective tax rate and makes a cumulative adjustment if the estimated annual tax rate has changed.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company’s effective tax rate generally differs from the U.S. federal statutory tax rate primarily due to valuation allowances on deferred tax assets, U.S. Base Erosion and Anti-Abuse Tax (“BEAT”), state taxes, and non-deductible share-based compensation offset by tax credits and Foreign Derived Intangible Income (“FDII”) deductions.
The Company recorded a provision for income taxes of $3.2 million and $0.5 million for the three months ended October 31, 2023 and 2022, respectively, and $8.6 million and $1.1 million for the nine months ended October 31, 2023 and 2022, respectively. The provision is primarily attributable to BEAT, income taxes in foreign jurisdictions, and state income taxes.
12. Leases
The Company has operating leases related to corporate offices, and finance leases related to computer equipment. Our finance lease ROU assets are included in property and equipment, net in the condensed consolidated balance sheets. Our leases have remaining lease terms of less than one year to six years, some of which include options to extend the leases for up to five years.
The components of lease expense recorded in the condensed consolidated statements of operations were as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Operating lease cost | $ | 4,234 | | | $ | 4,580 | | | $ | 12,163 | | | $ | 14,346 | |
| Finance lease cost: | | | | | | | |
| Amortization of assets | 18 | | | — | | | 18 | | | — | |
| Interest on lease liabilities | 6 | | | — | | | 6 | | | — | |
| Short-term lease cost | 97 | | | 453 | | | 418 | | | 709 | |
| Variable lease cost | 903 | | | 791 | | | 2,576 | | | 2,150 | |
| Sublease income | (573) | | | (160) | | | (1,667) | | | (160) | |
| Total lease costs | $ | 4,685 | | | $ | 5,664 | | | $ | 13,514 | | | $ | 17,045 | |
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Other information related to leases was as follows (dollars in thousands): | | | | | | | | | | | |
| Nine Months Ended October 31, |
| 2023 | | 2022 |
| Supplemental cash flow information: | | | |
| Cash paid for amounts included in the measurement of lease liabilities | | | |
| Operating cash flows from operating leases | $ | 14,507 | | | $ | 14,392 | |
| Operating cash flows from finance leases | 6 | | | — | |
| Financing cash flows from finance leases | — | | | — | |
| Right-of-use assets obtained in exchange for new lease liabilities | | | |
| Operating leases | 1,684 | | | 7,230 | |
| Finance leases | 693 | | | — | |
| Right-of-use assets reductions related to operating leases | 4,451 | | | 1,535 | |
| Weighted-average remaining lease term (in years) | | | |
| Operating leases | 4.1 | | 4.7 |
| Finance leases | 2.9 | | 0.0 |
| Weighted-average discount rate | | | |
| Operating leases | 5.5 | % | | 5.2 | % |
| Finance leases | 9.9 | % | | — | % |
As of October 31, 2023, remaining maturities of lease liabilities were as follows (in thousands): | | | | | | | | | | | |
| Operating Leases | | Finance Leases |
| Remainder of Fiscal 2024 | $ | 4,471 | | | $ | 45 | |
| Fiscal 2025 | 16,465 | | | 270 | |
| Fiscal 2026 | 14,657 | | | 270 | |
| Fiscal 2027 | 10,736 | | | 226 | |
| Fiscal 2028 | 6,287 | | | — | |
| Thereafter | 6,633 | | | — | |
| Total lease payments | 59,249 | | | 811 | |
| Less: imputed interest | (6,812) | | | (112) | |
| Total | $ | 52,437 | | | $ | 699 | |
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
As of October 31, 2023, the future total minimum sublease payments to be received were as follows (in thousands): | | | | | |
| Sublease Receipts |
| Remainder of Fiscal 2024 | $ | 674 | |
| Fiscal 2025 | 2,732 | |
| Fiscal 2026 | 2,154 | |
| Fiscal 2027 | 700 | |
| Fiscal 2028 | — | |
| Thereafter | — | |
| Total | $ | 6,260 | |
The Company has vacated certain of its previous corporate offices and entered into sublease agreements for certain fully furnished floors. Due to the declining commercial real estate markets, the terms of our contracted subleases were such that our lease costs were not fully recoverable by the subleases. We evaluated the associated asset groups for impairment, which included the ROU assets and underlying property and equipment on each subleased floor. We compared the expected future undiscounted cash flows for each subleased floor to its carrying value and determined that the respective asset groups were not recoverable. We then calculated the fair values based on the present value of the estimated cash flows from each sublease for the remaining lease term. We compared the estimated fair value to its carrying value, which resulted in a $1.4 million impairment charge for the three and nine months ended October 31, 2023, and a $1.5 million impairment charge for the three and nine months ended October 31, 2022. The impairment charges were included in general and administrative expenses in the condensed consolidated statements of operations.
13. Commitments and Contingencies
Legal matters
An indemnification claim was made against the Company by a former director, Ryan Hinkle, and Insight Venture Partners VII, L.P. and certain affiliated entities that are former shareholders of the Company (together with Hinkle, the “IVP Parties”), relating to a purported class action litigation in which the IVP Parties are defendants. On January 29, 2021, the IVP Parties filed a complaint against the Company in the Superior Court of Washington, King County, for the advancement of legal fees, costs, and expenses incurred in defending the purported class action claim. In December 2021, we paid $10.0 million as part of an overall settlement of these matters. During the year ended January 31, 2023, we recovered $4.5 million related to insurance coverage of this claim. In February 2023, we settled an additional insurance reimbursement claim related to this case. As a result of this settlement, we recorded an insurance reimbursement receivable of $3.9 million in prepaid and other current assets in our condensed consolidated balance sheet and related general and administrative expense in our condensed consolidated statement of operations as of, and for the year ended, January 31, 2023. The $3.9 million was collected during the three months ended April 30, 2023. We do not expect any additional activity related to this that would have a material impact on our financial position, results of operations, or cash flows.
From time-to-time, in the normal course of business, the Company may be subject to various other legal matters such as threatened or pending claims or proceedings. Although management currently believes that resolution of such matters, individually and in the aggregate, will not have a material impact on our financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties, and management’s view of these matters may change in the future.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
14. Geographic Information
Revenue
Revenue by geographic location is determined by the location of the Company’s customers. The following table sets forth revenue by geographic area (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| United States | $ | 207,165 | | | $ | 166,910 | | | $ | 591,982 | | | $ | 462,516 | |
| EMEA | 20,149 | | | 16,679 | | | 56,631 | | | 48,144 | |
| Asia Pacific | 8,996 | | | 8,010 | | | 25,869 | | | 21,576 | |
| Americas other than the United States | 9,608 | | | 7,978 | | | 26,907 | | | 22,342 | |
| Total | $ | 245,918 | | | $ | 199,577 | | | $ | 701,389 | | | $ | 554,578 | |
No individual country other than the United States contributed more than 10% of total revenue during any of the periods presented.
Long-lived assets
Long-lived assets by geographic location is based on the location of the legal entity that owns the asset. The following table sets forth long-lived assets by geographic area (in thousands): | | | | | | | | | | | |
| October 31, 2023 | | January 31, 2023 |
| United States | $ | 49,223 | | | $ | 60,246 | |
| EMEA | 2,221 | | | 5,583 | |
| Asia Pacific | 3,868 | | | 4,510 | |
| Americas other than the United States | 637 | | | 274 | |
| Total | $ | 55,949 | | | $ | 70,613 | |
The table above includes property and equipment and operating lease ROU assets and excludes capitalized internal-use software costs and intangible assets.
15. Supplemental Consolidated Financial Statement Information
Prepaid and other current assets
Prepaid expenses and other current assets consisted of the following (in thousands): | | | | | | | | | | | |
| October 31, 2023 | | January 31, 2023 |
| Prepaid expenses | $ | 50,600 | | | $ | 45,877 | |
| Other current assets | 3,025 | | | 9,186 | |
| Total prepaid expense and other current assets | $ | 53,625 | | | $ | 55,063 | |
Restricted cash
Restricted cash was $0.4 million and $0.6 million as of October 31, 2023 and January 31, 2023, respectively, primarily related to Australian employee contributions to our ESPP.
SMARTSHEET INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Cash as reported on the condensed consolidated statements of cash flows includes the aggregate amounts of cash and cash equivalents and restricted cash as shown on the condensed consolidated balance sheets. Cash as reported on the condensed consolidated statements of cash flows consisted of the following (in thousands): | | | | | | | | | | | |
| October 31, |
| 2023 | | 2022 |
| Cash and cash equivalents | $ | 233,247 | | | $ | 194,404 | |
| Restricted cash included in prepaid expenses and other current assets | 198 | | | 293 | |
| Restricted cash | 184 | | | 181 | |
| Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ | 233,629 | | | $ | 194,878 | |
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 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended January 31, 2023. In addition to historical financial information, the following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. These statements are often identified by the use of words including, but not limited to, “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including but not limited to those discussed in the section titled “Risk Factors” and in other parts of this Quarterly Report on Form 10-Q. Our fiscal year ends January 31.
Overview
Smartsheet, the enterprise work management platform, empowers organizations to innovate and achieve results quickly and securely at scale through effective collaboration and streamlined workflows. By uniting people, content, and work, Smartsheet provides powerful capabilities that revolutionize the way teams operate. Smartsheet makes outcomes reliable, keeps customer data safe, and ensures users are on the same page, making it ideal for organizations seeking efficient, impactful collaborative work management.
We generate revenue primarily from the sale of subscriptions to our cloud-based platform for work management. For subscriptions, customers select the plan that meets their needs and can begin using Smartsheet within minutes. We offer three paid subscription levels to new customers: Pro, Business, and Enterprise, the pricing for which varies by the capabilities provided. Customers can also purchase Smartsheet Advance with Enterprise subscriptions, which provides capabilities that enable customers to implement solutions for a specific use case or for large scale projects, initiatives, or processes. These capabilities include Control Center, Dynamic View, Data Shuttle, Connectors, and Bridge. Customers with additional security and governance needs can purchase Smartsheet Safeguard, which provides capabilities to support oversight, security, and ongoing policy management. Safeguard is available as an add-on to Enterprise plans and as a part of Advance Platinum. Additional subscriptions that can be integrated with our cloud-based platform include Resource Management, a resource planning solution that helps businesses plan and allocate resources across their programs, track and manage time, and forecast hiring needs; and Brandfolder, a digital asset management platform that enables users to easily organize, discover, control, distribute, and share digital assets. Professional services are offered to help customers create and administer work management solutions for specific use cases and for training purposes.
Customers can begin using our platform by purchasing a subscription directly from our website, through our sales force, starting a free trial, or working as a collaborator on a project. Smartsheet also offers a free subscription plan for new customers looking to get started with task and project management.
Macroeconomic Conditions and Other Factors
Our results of operations may be significantly influenced by general macroeconomic conditions, including, but not limited to, the impact of the geopolitical conflicts, interest rates, inflation, instability in the global banking sector, and foreign currency exchange rate fluctuations. Inflationary factors, such as increases in our operating expenses, may adversely affect our results of operations, as our customers primarily purchase services from us on a subscription basis over a period of time. We monitor the direct and indirect impacts of these circumstances on our business and financial results. The implications of these macroeconomic events on our business, results of operations and overall financial outlook remain uncertain over the long term and may have an adverse impact in future periods. Refer to Part II, Item 1A, “Risk Factors” for further discussion of the potential impact of these general macroeconomic factors and other risks on our business.
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. | | | | | | | | | | | |
| October 31, |
| 2023 | | 2022 |
| Average annualized contract value ("ACV") per domain-based customer | $ | 9,225 | | | $ | 7,951 |
| Dollar-based net retention rate for all customers (trailing 12 months) | 118 | % | | 129 | % |
| Customers with ACV of $100 thousand or more | 1,779 | | | 1,346 |
| Customers with ACV of $50 thousand or more | 3,719 | | | 2,962 |
| Customers with ACV of $5 thousand or more | 19,389 | | | 17,446 |
Average ACV per domain-based customer
We use average annualized contract value (“ACV”) per domain-based customer to measure customer commitment to our platform and sales force productivity. We define average ACV per domain-based customer as total outstanding ACV for domain-based subscriptions as of the end of the reporting period divided by the number of domain-based customers as of the same date. We define domain-based customers as organizations with a unique email domain name.
Dollar-based net retention rate
We calculate dollar-based net retention rate as of a period end by starting with the ACV from the cohort of all customers as of the 12 months prior to such period end (“prior period ACV”). We then calculate the ACV from these same customers as of the current period end (“current period ACV”). Current period ACV includes any upsells and is net of contraction or attrition over the trailing 12 months, but excludes subscription revenue from new customers in the current period. We then divide the total current period ACV by the total prior period ACV to arrive at the dollar-based net retention rate. Any ACV obtained through merger and acquisition transactions does not affect the dollar-based net retention rate until one year from the date on which the transaction closed.
The dollar-based net retention rate is used by us to evaluate the long-term value of our customer relationships and is driven by our ability to retain and expand the subscription revenue generated from our existing customers.
Components of Results of Operations
Revenue
Subscription revenue
Subscription revenue primarily consists of fees from customers for access to our cloud-based platform. We recognize subscription revenue ratably over the subscription contract term beginning on the date access to our platform is provided, as no implementation work is required, assuming all other revenue recognition criteria have been met.
Professional services revenue
Professional services revenue primarily includes fees for consulting and training services. Our consulting services typically consist of platform configuration and use case optimization, and are primarily invoiced on a time and materials basis, with some smaller engagements being provided for a fixed fee. We recognize revenue for our consulting services as those services are delivered. Our training services are delivered either remotely or at the customer site. Training services are charged for on a fixed-fee basis and we recognize revenue as the training program is delivered. Our consulting and training services are generally considered to be distinct, for accounting purposes, and we recognize revenue as services are performed or upon completion of work.
Cost of revenue and gross margin
Cost of subscription revenue
Cost of subscription revenue primarily consists of expenses related to hosting our services and providing support, including employee-related costs, third-party hosting fees, software-related costs, amortization of capitalized software, amortization of acquisition-related intangibles, payment processing fees, costs of outside services to supplement our internal teams, allocated overhead, costs of Connectors between Smartsheet and third-party applications, travel-related costs, reseller costs, and costs related to technical support services.
Cost of professional services revenue
Cost of professional services revenue consists primarily of employee-related costs for our consulting and training teams, costs of outside services to supplement our internal teams, allocated overhead, software-related costs, travel-related costs, and billable expenses.
Gross margin
Gross margin is calculated as gross profit expressed as a percentage of total revenue. Our gross margin may fluctuate from period to period as we continue to invest and optimize our technology and infrastructure.
Operating expenses
Research and development
Research and development expenses consist primarily of employee-related costs, software-related costs, allocated overhead, costs of outside services used to supplement our internal staff, and travel-related costs. We consider continued investment in our development talent and our platform to be important for our growth. We expect our research and development expenses to increase in absolute dollars as our business grows and to gradually decrease over the long-term as a percentage of total revenue due to economies of scale.
Sales and marketing
Sales and marketing expenses consist primarily of employee-related costs, brand awareness and demand generation costs, allocated overhead, costs of outside services used to supplement our internal staff, travel-related costs, software-related costs, amortization of acquisition-related intangibles, and amortization of capitalized software. Commissions earned by our sales force that are incremental to each customer contract, along with related fringe benefits and taxes, are capitalized and amortized over an estimated useful life of four years. We expect that sales and marketing expenses will increase in absolute dollars as we continue to invest in brand awareness and demand generation. We expect sales and marketing costs to gradually decrease as a percentage of total revenue over the long-term due to economies of scale.
General and administrative
General and administrative expenses consist primarily of employee-related costs for accounting, finance, legal, IT, and human resources personnel. In addition, general and administrative expenses include costs of outside services to supplement our internal staff, software-related costs, non-personnel costs, such as accounting and legal costs, allocated overhead, certain tax, license, and insurance-related expenses, amortization of capitalized software, bank charges, and bad debt expense. We expect our general and administrative expenses to increase in absolute dollars as our business grows, and to gradually decrease over the long-term as a percentage of total revenue due to economies of scale.
Interest income
Interest income primarily consists of interest income from our investment holdings.
Other income (expense), net
Other income (expense), net consists of foreign currency exchange gains and losses, interest expense, and other non-operating income and expenses.
Income tax provision
Income tax provision consists primarily of U.S. federal and state income taxes as well as foreign income taxes. We maintain a valuation allowance on our U.S. federal and state deferred tax assets as we have concluded that it is not more likely than not that the deferred assets will be realized.
Results of Operations
The following table sets forth our results of operations for the periods presented: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | |
| (in thousands) |
| Revenue | | | | | | | |
| Subscription | $ | 232,470 | | | $ | 186,070 | | | $ | 659,993 | | | $ | 514,879 | |
| Professional services | 13,448 | | | 13,507 | | | 41,396 | | | 39,699 | |
| Total revenue | 245,918 | | | 199,577 | | | 701,389 | | | 554,578 | |
| Cost of revenue | | | | | | | |
Subscription(1) | 34,258 | | | 29,294 | | | 101,009 | | | 82,154 | |
Professional services(1) | 12,780 | | | 13,569 | | | 38,948 | | | 38,418 | |
| Total cost of revenue | 47,038 | | | 42,863 | | | 139,957 | | | 120,572 | |
| Gross profit | 198,880 | | | 156,714 | | | 561,432 | | | 434,006 | |
| Operating expenses | | | | | | | |
Research and development(1) | 58,257 | | | 50,526 | | | 172,805 | | | 156,829 | |
Sales and marketing(1) | 137,920 | | | 120,116 | | | 382,685 | | | 359,522 | |
General and administrative(1) | 38,153 | | | 28,629 | | | 109,654 | | | 94,873 | |
| Total operating expenses | 234,330 | | | 199,271 | | | 665,144 | | | 611,224 | |
| Loss from operations | (35,450) | | | (42,557) | | | (103,712) | | | (177,218) | |
| Interest income | 6,976 | | | 2,344 | | | 18,040 | | | 4,013 | |
| Other income (expense), net | (790) | | | 593 | | | (1,381) | | | 1,389 | |
| Loss before income tax provision | (29,264) | | | (39,620) | | | (87,053) | | | (171,816) | |
| Income tax provision | 3,164 | | | 517 | | | 8,602 | | | 1,091 | |
| Net loss | $ | (32,428) | | | $ | (40,137) | | | $ | (95,655) | | | $ | (172,907) | |
(1) Amounts include share-based compensation expense as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | |
| (in thousands) |
| Cost of subscription revenue | $ | 3,164 | | | $ | 2,517 | | | $ | 9,980 | | | $ | 7,977 | |
| Cost of professional services revenue | 1,777 | | | 1,436 | | | 5,602 | | | 4,669 | |
| Research and development | 17,220 | | | 13,317 | | | 52,263 | | | 44,906 | |
| Sales and marketing | 17,462 | | | 14,068 | | | 55,505 | | | 45,520 | |
| General and administrative | 10,024 | | | 6,732 | | | 30,099 | | | 24,386 | |
| Total share-based compensation expense | $ | 49,647 | | | $ | 38,070 | | | $ | 153,449 | | | $ | 127,458 | |
The following table sets forth the components of our results of operations, for each of the periods presented, as a percentage of total revenue: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Revenue | | | | | | | |
| Subscription | 95 | % | | 93 | % | | 94 | % | | 93 | % |
| Professional services | 5 | | | 7 | | | 6 | | | 7 | |
| Total revenue | 100 | | | 100 | | | 100 | | | 100 | |
| Cost of revenue | | | | | | | |
| Subscription | 14 | | | 15 | | | 14 | | | 15 | |
| Professional services | 5 | | | 7 | | | 6 | | | 7 | |
| Total cost of revenue | 19 | | | 21 | | | 20 | | | 22 | |
| Gross profit | 81 | | | 79 | | | 80 | | | 78 | |
| Operating expenses | | | | | | | |
| Research and development | 24 | | | 25 | | | 25 | | | 28 | |
| Sales and marketing | 56 | | | 60 | | | 55 | | | 65 | |
| General and administrative | 16 | | | 14 | | | 16 | | | 17 | |
| Total operating expenses | 95 | | | 100 | | | 95 | | | 110 | |
| Loss from operations | (14) | | | (21) | | | (15) | | | (32) | |
| Interest income | 3 | | | 1 | | | 3 | | | 1 | |
| Other income (expense), net | — | | | — | | | — | | | — | |
| Loss before income tax provision | (12) | | | (20) | | | (12) | | | (31) | |
| Income tax provision | 1 | | | — | | | 1 | | | — | |
| Net loss | (13) | % | | (20) | % | | (14) | % | | (31) | % |
| Note: Certain amounts may not sum due to rounding. |
Comparison of the three months ended October 31, 2023 and 2022
Revenue | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | | |
| (dollars in thousands) |
| Revenue | | | | | | | |
| Subscription | $ | 232,470 | | | $ | 186,070 | | | $ | 46,400 | | | 25 | % |
| Professional services | 13,448 | | | 13,507 | | | (59) | | | — | % |
| Total revenue | $ | 245,918 | | | $ | 199,577 | | | $ | 46,341 | | | 23 | % |
| Percentage of total revenue | | | | | | | |
| Subscription revenue | 95 | % | | 93 | % | | | | |
| Professional services revenue | 5 | % | | 7 | % | | | | |
Subscription revenue increased $46.4 million, or 25%, for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. Sales of user-based subscription plans and capabilities-based products contributed $25.0 million and $21.4 million, respectively, to the increase in revenue between periods.
Professional services revenue decreased $0.1 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. The decrease in professional services revenue was primarily driven by an increase in our utilization of partner-enabled services delivery.
Cost of revenue, gross profit, and gross margin | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | | |
| (dollars in thousands) |
| Cost of revenue | | | | | | | |
| Subscription | $ | 34,258 | | | $ | 29,294 | | | $ | 4,964 | | | 17 | % |
| Professional services | 12,780 | | | 13,569 | | | (789) | | | (6) | % |
| Total cost of revenue | $ | 47,038 | | | $ | 42,863 | | | $ | 4,175 | | | 10 | % |
| Gross profit | $ | 198,880 | | | $ | 156,714 | | | $ | 42,166 | | | 27 | % |
| Gross margin | | | | | | | |
| Subscription | 85 | % | | 84 | % | | | | |
| Professional services | 5 | % | | — | % | | | | |
| Total gross margin | 81 | % | | 79 | % | | | | |
Cost of subscription revenue increased $5.0 million, or 17%, for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. This was primarily due to an increase of $2.1 million in employee-related expenses due to increased headcount, of which $0.6 million was related to share-based compensation expense, an increase of $0.9 million in hosting fees, an increase of $0.5 million in amortization of capitalized software, an increase of $0.5 million in software-related costs, an increase of $0.4 million in credit card processing fees, and an increase of $0.3 million in costs of outside services used to supplement our internal staff.
Our gross margin for subscription revenue was 85% and 84% for the three months ended October 31, 2023 and 2022, respectively. The increase in gross margin was primarily driven by an increase in subscription revenue that outpaced the increase in hosting fees.
Cost of professional services decreased $0.8 million, or (6)%, for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. The decrease was primarily due to a decrease of $0.8 million in costs of outside services to supplement our internal staff.
Our gross margin for professional services revenue was 5% and 0% for the three months ended October 31, 2023 and 2022, respectively. The increase in gross margin for professional services was primarily driven by a decrease in outside services used to supplement our internal staff.
Research and development expenses | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | | |
| (dollars in thousands) |
| Research and development | $ | 58,257 | | | $ | 50,526 | | | $ | 7,731 | | | 15 | % |
| Percentage of total revenue | 24 | % | | 25 | % | | | | |
Research and development expenses increased $7.7 million, or 15%, for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. This was primarily driven by an increase of $7.4 million in employee-related expenses due to increased labor costs, of which $3.9 million was related to share-based compensation expense, an increase of $0.3 million in travel-related costs, and an increase of $0.2 million in software-related costs.
Sales and marketing expenses | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | | |
| (dollars in thousands) |
| Sales and marketing | $ | 137,920 | | | $ | 120,116 | | | $ | 17,804 | | | 15 | % |
| Percentage of total revenue | 56 | % | | 60 | % | | | | |
Sales and marketing expenses increased $17.8 million, or 15%, for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. This was primarily driven by an increase of $11.8 million in employee-related expenses due to increased labor costs, of which $3.4 million related to share-based compensation expense, and an increase of $7.9 million in brand awareness, sponsorships, and demand generation costs. This was partially offset by a decrease of $0.8 million in allocated overhead, a decrease of $0.5 million in travel-related costs, and a decrease of $0.3 million in costs of outside services used to supplement our internal staff.
General and administrative expenses | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | |
| (dollars in thousands) |
| General and administrative | $ | 38,153 | | | $ | 28,629 | | | $ | 9,524 | | | 33 | % |
| Percentage of total revenue | 16 | % | | 14 | % | | | | |
General and administrative expenses increased $9.5 million, or 33%, for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. This was primarily driven by an increase of $5.3 million in employee-related expenses due to increased headcount and labor costs, of which $3.3 million related to share-based compensation expense, an increase of $4.7 million related to legal costs, of which $4.5 million related to an insurance recovery for an indemnification claim included in the prior period, and an increase of $0.7 million related to bad debt expense. This was partially offset by a decrease of $0.6 million in costs of outside services to supplement our internal staff, a decrease of $0.5 million in software-related costs, and a decrease of $0.3 million in allocated overhead.
Interest income | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | |
| (dollars in thousands) |
| Interest income | $ | 6,976 | | | $ | 2,344 | | | $ | 4,632 | | | 198 | % |
Interest income increased $4.6 million, or 198%, for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. This was primarily driven by the performance of our short-term investments portfolio.
Other income (expense), net | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | |
| (dollars in thousands) |
| Other income (expense), net | $ | (790) | | | $ | 593 | | | $ | (1,383) | | | (233) | % |
Other income (expense), net decreased $1.4 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. This change was primarily driven by a $1.0 million change due to net unrealized and realized foreign currency losses and a $0.4 million change related to losses on the disposal of property and equipment.
Income tax provision | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | |
| (dollars in thousands) |
| Income tax provision | $ | 3,164 | | | $ | 517 | | | $ | 2,647 | | | 512 | % |
| Effective tax rate | (10.81) | % | | (1.30) | % | | | | |
The income tax provision increased $2.6 million for the three months ended October 31, 2023 compared to the three months ended October 31, 2022. The change in the provision was primarily due to U.S. BEAT, an increase in state income taxes, and income taxes in foreign jurisdictions.
Comparison of the nine months ended October 31, 2023 and 2022
Revenue
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | | |
| (dollars in thousands) |
| Revenue | | | | | | | |
| Subscription | $ | 659,993 | | | $ | 514,879 | | | $ | 145,114 | | | 28 | % |
| Professional services | 41,396 | | | 39,699 | | | 1,697 | | | 4 | % |
| Total revenue | 701,389 | | | $ | 554,578 | | | $ | 146,811 | | | 26 | % |
| Percentage of total revenue | | | | | | | |
| Subscription revenue | 94 | % | | 93 | % | | | | |
| Professional services revenue | 6 | % | | 7 | % | | | | |
Subscription revenue increased by $145.1 million, or 28%, for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. Sales of user-based subscription plans and capabilities-based products contributed $76.9 million and $68.2 million, respectively, to the increase in revenue between periods.
Professional services revenue increased $1.7 million, or 4%, for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. The increase in professional services revenue was primarily driven by an increase in demand for our consulting and training services.
Cost of revenue, gross profit, and gross margin | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | | |
| (dollars in thousands) |
| Cost of revenue | | | | | | | |
| Subscription | $ | 101,009 | | | $ | 82,154 | | | $ | 18,855 | | | 23 | % |
| Professional services | 38,948 | | | 38,418 | | | 530 | | | 1 | % |
| Total cost of revenue | $ | 139,957 | | | $ | 120,572 | | | $ | 19,385 | | | 16 | % |
| Gross profit | $ | 561,432 | | | $ | 434,006 | | | $ | 127,426 | | | 29 | % |
| Gross margin | | | | | | | |
| Subscription | 85 | % | | 84 | % | | | | |
| Professional services | 6 | % | | 3 | % | | | | |
| Total gross margin | 80 | % | | 78 | % | | | | |
Cost of subscription revenue increased $18.9 million, or 23%, for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. This was primarily driven by an increase of $7.2 million in employee-related expenses due to increased headcount and labor costs, of which $2.0 million was related to share-based compensation expense, an increase of $6.8 million in hosting fees, an increase of $1.6 million in software-related costs, an increase of $1.3 million in amortization of capitalized software, an increase of $0.7 million in credit card processing fees, an increase of $0.5 million in costs of Connectors with third-party applications, an increase of $0.5 million in cost of outside services used to supplement our internal staff, and an increase of $0.4 million in amortization of acquisition-related intangibles.
Our gross margin for subscription revenue was 85% and 84% for the nine months ended October 31, 2023 and 2022, respectively. The increase in gross margin was primarily driven by an increase in subscription revenue that outpaced the increase in employee-related expenses.
Cost of professional services increased $0.5 million, or 1%, for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. This was primarily driven by an increase of $2.1 million in employee-related expenses due to increased labor costs, of which $1.0 million was related to share-based compensation expense. This was partially offset by a decrease of $1.6 million in costs of outside services to supplement our internal staff, and a decrease of $0.3 million in allocated overhead.
Our gross margin for professional services revenue was 6% and 3% for the nine months ended October 31, 2023 and 2022, respectively. The increase in gross margin during the nine months ended October 31, 2023 was primarily driven by a decrease in outside services used to supplement our internal staff, partially offset by an increase in employee-related expenses.
Research and development expenses | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | | |
| (dollars in thousands) |
| Research and development | $ | 172,805 | | | $ | 156,829 | | | $ | 15,976 | | | 10 | % |
| Percentage of total revenue | 25 | % | | 28 | % | | | | |
Research and development expenses increased $16.0 million, or 10%, for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. The increase was primarily due to an increase of $17.7 million in employee-related expenses due to increased labor costs, of which $7.4 million was related to share-based compensation expense, and an increase of $0.3 million in travel-related costs. This was partially offset by a decrease of $1.4 million in costs of outside services to supplement our internal staff, and a decrease of $0.6 million in allocated overhead.
Sales and marketing expenses | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | | |
| (dollars in thousands) |
| Sales and marketing | $ | 382,685 | | | 359,522 | | | $ | 23,163 | | | 6 | % |
| Percentage of total revenue | 55 | % | | 65 | % | | | | |
Sales and marketing expenses increased $23.2 million, or 6%, for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. The increase was primarily due to an increase of $23.8 million in employee-related expenses due to increased labor costs, of which $10.0 million related to share-based compensation expense, an increase of $9.5 million in brand awareness and demand generation costs, and an increase of $1.2 million in software-related costs. This was partially offset by a decrease of $5.8 million in costs of outside services used to supplement our internal staff, a decrease of $2.6 million in allocated overhead, a decrease of $2.5 million in travel-related costs, and a decrease of $0.3 million in amortization of capitalized software costs.
General and administrative expenses | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | |
| (dollars in thousands) |
| General and administrative | $ | 109,654 | | | $ | 94,873 | | | $ | 14,781 | | | 16 | % |
| Percentage of total revenue | 16 | % | | 17 | % | | | | |
General and administrative expenses increased $14.8 million, or 16%, for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. This was driven by an increase of $11.9 million in employee-related expenses due to increased labor costs, of which $5.8 million related to share-based compensation expense, an increase of $4.7 million in legal costs, of which $4.5 million related to an insurance recovery for an indemnification claim included in the prior period, an increase of $2.2 million in bad debt expense, an increase of $0.3 million in bank charges, and an increase of $0.3 million in travel-related costs. This was partially offset by a decrease of $2.6 million in costs of outside services to supplement our internal staff, a decrease of $0.8 million in allocated overhead, a decrease of $0.7 million in costs related to taxes, licenses, and insurance, and a decrease of $0.3 million in software-related costs.
Interest Income | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | |
| (dollars in thousands) |
| Interest income | $ | 18,040 | | | $ | 4,013 | | | $ | 14,027 | | | 350 | % |
Interest income increased $14.0 million, or 350%, for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. This was primarily driven by the performance of our short-term investments portfolio.
Other income (expense), net | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | |
| (dollars in thousands) |
| Other income (expense), net | $ | (1,381) | | | $ | 1,389 | | | $ | (2,770) | | | (199) | % |
Other income (expense), net decreased $2.8 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. This change was primarily driven by a decrease in other income, due to a gain of $1.7 million from the termination of an operating lease included in the prior period, a $0.6 million change due to net unrealized and realized foreign currency losses, and a $0.3 million change from losses on the disposal of property and equipment.
Income tax provision | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, | | Change |
| 2023 | | 2022 | | Amount | | % |
| | | | | | |
| (dollars in thousands) |
| Income tax provision | $ | 8,602 | | | $ | 1,091 | | | $ | 7,511 | | | 688 | % |
Effective tax rate | (9.88) | % | | (0.63) | % | | | | |
The income tax provision increased $7.5 million for the nine months ended October 31, 2023 compared to the nine months ended October 31, 2022. The change in income tax provision was primarily driven by U.S. BEAT, an increase in state income taxes, and income taxes in foreign jurisdictions.
Non-GAAP Financial Measures
In addition to our results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We use non-GAAP financial measures in conjunction with traditional GAAP measures as part of our overall assessment of our performance and liquidity, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance. We believe that non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance, and assist in comparisons with other companies, some of which use similar non-GAAP financial measures to supplement their GAAP results. The non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial measures presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
Limitations of non-GAAP financial measures
Our non-GAAP financial measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, free cash flow and calculated billings are not substitutes for net cash flows from operating activities and total revenue, respectively. Similarly, non-GAAP gross profit and non-GAAP operating income (loss) are not substitutes for gross profit and operating loss, respectively. Second, other companies may calculate similar non-GAAP financial measures differently or may use other measures as tools for comparison. Additionally, the utility of free cash flow as a measure of our financial performance and liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period. Furthermore, as calculated billings are affected by a combination of factors, including the timing of sales and renewals, the mix of subscriptions sold, and the relative duration of subscriptions sold, and each of these elements has unique characteristics in the relationship between calculated billings and total revenue, our calculated billings activity is not closely correlated to revenue except over longer periods of time.
Non-GAAP gross profit and non-GAAP gross margin
We define non-GAAP gross profit as gross profit adjusted for share-based compensation expense, amortization of acquisition-related intangible assets, one-time acquisition costs, and lease restructuring costs, as applicable. Non-GAAP gross margin represents non-GAAP gross profit as a percentage of total revenue.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | |
| (dollars in thousands) |
| Gross profit | $ | 198,880 | | | $ | 156,714 | | | $ | 561,432 | | | $ | 434,006 | |
| Add: | | | | | | | |
Share-based compensation expense(1) | 5,447 | | | 4,288 | | | 16,991 | | | 13,612 | |
Amortization of acquisition-related intangible assets(2) | 1,421 | | | 1,370 | | | 4,272 | | | 3,910 | |
Lease restructuring costs(3) | $ | 53 | | | $ | — | | | $ | 53 | | | $ | — | |
| Non-GAAP gross profit | $ | 205,801 | | | $ | 162,372 | | | $ | 582,748 | | | $ | 451,528 | |
| | | | | | | |
| Gross margin | 81 | % | | 79 | % | | 80 | % | | 78 | % |
| Non-GAAP gross margin | 84 | % | | 81 | % | | 83 | % | | 81 | % |
| (1) Includes amortization related to share-based compensation that was capitalized in internal-use software and other assets in previous periods. |
| (2) Consists entirely of amortization of intangible assets that were recorded as part of purchase accounting. The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. |
(3) Includes charges related to the reassessment of our real estate lease portfolio. |
Non-GAAP operating income (loss) and non-GAAP operating margin
We define non-GAAP operating income (loss) as income (loss) from operations adjusted for share-based compensation expense, amortization of acquisition-related intangible assets, one-time acquisition costs, lease restructuring costs, and litigation expenses and settlements related to matters that are outside the ordinary course of business, as applicable. Non-GAAP operating margin represents non-GAAP operating income (loss) as a percentage of total revenue.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | |
| (dollars in thousands) |
| Loss from operations | $ | (35,450) | | | $ | (42,557) | | | $ | (103,712) | | | $ | (177,218) | |
| Add: | | | | | | | |
Share-based compensation expense(1) | 50,170 | | | 38,429 | | | 154,919 | | | 128,493 | |
Amortization of acquisition-related intangible assets(2) | 2,701 | | | 2,627 | | | 8,117 | | | 7,594 | |
| One-time acquisition costs | — | | | 151 | | | — | | | 612 | |
Litigation expenses and settlements(3) | — | | | (4,500) | | | — | | | (4,500) | |
Lease restructuring costs(4) | 1,934 | | | 1,544 | | | 2,051 | | | 1,544 | |
| Non-GAAP operating income (loss) | $ | 19,355 | | | $ | (4,306) | | | $ | 61,375 | | | $ | (43,475) | |
| | | | | | | |
| Operating margin | (14) | % | | (21) | % | | (15) | % | | (32) | % |
| Non-GAAP operating margin | 8 | % | | (2) | % | | 9 | % | | (8) | % |
| (1) Includes amortization related to share-based compensation that was capitalized in internal-use software and other assets in previous periods. |
| (2) Consists entirely of amortization of intangible assets that were recorded as part of purchase accounting. The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. |
(3) Relates to matters that are outside the ordinary course of our business. |
(4) Includes charges related to the reassessment of our real estate lease portfolio. |
Non-GAAP net income (loss)
We define non-GAAP net income (loss) as net loss adjusted for share-based compensation expense, amortization of acquisition-related intangible assets, one-time acquisition costs, lease restructuring costs, litigation expenses and settlements related to matters that are outside the ordinary course of our business, and non-recurring income tax adjustments associated with acquisitions, as applicable.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | |
| (in thousands) |
Net loss | $ | (32,428) | | | $ | (40,137) | | | $ | (95,655) | | | $ | (172,907) | |
Add: | | | | | | | |
Share-based compensation expense(1) | 50,170 | | | 38,429 | | | 154,919 | | | 128,493 | |
Amortization of acquisition-related intangible assets(2) | 2,701 | | | 2,627 | | | 8,117 | | | 7,594 | |
| One-time acquisition costs | — | | | 151 | | | — | | | 612 | |
Litigation expenses and settlements(3) | — | | | (4,500) | | | — | | | (4,500) | |
Lease restructuring costs(4) | 2,142 | | | 1,544 | | | 2,258 | | | 1,544 | |
| Non-GAAP net income (loss) | $ | 22,585 | | | $ | (1,886) | | | $ | 69,639 | | | $ | (39,164) | |
| (1) Includes amortization related to share-based compensation that was capitalized in internal-use software and other assets in previous periods. |
| (2) Consists entirely of amortization of intangible assets that were recorded as part of purchase accounting. The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. |
(3) Relates to matters that are outside the ordinary course of our business. |
(4) Includes charges related to the reassessment of our real estate lease portfolio. |
Free cash flow
We define free cash flow as net cash provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized internal-use software, and principal payments on finance lease obligations, as applicable. We believe free cash flow facilitates period-to-period comparisons of liquidity. We consider free cash flow to be a key performance metric because it measures the amount of cash we generate from our operations after our capital expenditures.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (in thousands) |
Net cash provided by (used in) operating activities | $ | 15,146 | | | $ | (1,773) | | | $ | 98,176 | | | $ | 3,395 | |
| Less: | | | | | | | |
| Purchases of property and equipment | (702) | | | (1,168) | | | (2,097) | | | (4,175) | |
| Capitalized internal-use software development costs | (3,035) | | | (1,705) | | | (7,850) | | | (5,826) | |
| Free cash flow | $ | 11,409 | | | $ | (4,646) | | | $ | 88,229 | | | $ | (6,606) | |
Calculated billings
We define calculated billings as total revenue plus the change in deferred revenue in the period. Because we recognize subscription revenue ratably over the subscription term, calculated billings can be used to measure our subscription sales activity for a particular period, to compare subscription sales activity across particular periods, and as an indicator of future subscription revenue.
Because we generate most of our revenue from customers who are invoiced on an annual basis, and because we have a wide range of customers, from those who pay us less than $200 per year to those who pay us more than $5.0 million per year, we experience seasonality and variability that is tied to typical enterprise buying patterns and contract renewal dates of our largest customers. We expect that our billings trends will continue to vary in future periods based on new bookings and renewals, changes to the economic environment, and other factors.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | |
| (in thousands) |
Total revenue | $ | 245,918 | | | $ | 199,577 | | | $ | 701,389 | | | $ | 554,578 | |
Add: | | | | | | | |
Deferred revenue (end of period) | 485,469 | | | 385,351 | | | 485,469 | | | 385,351 | |
Less: | | | | | | | |
Deferred revenue (beginning of period) | 462,918 | | | 365,346 | | | 459,729 | | | 334,662 | |
Calculated billings | $ | 268,469 | | | $ | 219,582 | | | $ | 727,129 | | | $ | 605,267 | |
Liquidity and Capital Resources
As of October 31, 2023, our principal sources of liquidity were cash and cash equivalents totaling $233.2 million and short-term investments totaling $335.5 million, which were held for working capital and general corporate purposes. Our cash equivalents and short-term investments are comprised of money market funds, U.S. Treasury securities, corporate bonds, agency securities, and commercial paper.
We finance our operations primarily through payments received from customers for subscriptions and professional services, net proceeds received through sales of equity securities, contributions from our 2018 Employee Stock Purchase Plan (“ESPP”), and interest income from our short-term investments portfolio.
A significant majority of our customers pay in advance for annual subscriptions. Therefore, a substantial source of our cash is from our deferred revenue, which is included on our condensed consolidated balance sheets as a liability. Deferred revenue consists of customer billings and payments in advance of revenue being recognized from the Company’s contracts. As of October 31, 2023, we had deferred revenue of $485.5 million, of which $482.9 million was recorded as a current liability and was expected to be recognized as revenue in the subsequent 12 months, provided all recognition criteria are met.
Our material cash requirements from known contractual and other obligations consist of the following:
Leases
We have non-cancelable operating and finance leases that expire at various dates through 2029. As of October 31, 2023, we had fixed minimum lease payments of $60.1 million, of which $17.1 million is due in the next 12 months. Refer to Note 12, Leases, to the condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q for additional information on our operating and finance leases.
Other contractual obligations
In the ordinary course of business we enter into contracts with vendors for goods and services, some of which are non-cancelable. As of October 31, 2023, we had material contractual obligations of $112.0 million, of which $64.4 million is due in the next 12 months. These contractual obligations primarily consist of purchase commitments with our cloud-based hosting service providers. See Note 13, Commitments and Contingencies, to the consolidated financial statements contained within our Annual Report on Form 10-K for additional information on our commitments with our cloud-based hosting service providers.
We believe our existing cash, cash equivalents, and cash provided by sales of our products and services will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on many factors, including our bookings and renewals, the timing of our collections, the introduction of new and enhanced product offerings, and the continued market adoption of our product. Our capital requirements will also depend on the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, and employee-related expenditures from expansion of our headcount. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing in order to meet these future capital requirements. In the event that additional financing is required from outside sources, we may not be able to raise it 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 new technologies, our ability to compete successfully could be reduced, and this could harm our results of operations.
Cash flows
The following table summarizes our cash flows for the periods indicated: | | | | | | | | | | | |
| Nine Months Ended October 31, |
| 2023 | | 2022 |
| (in thousands) |
| Net cash provided by operating activities | $ | 98,176 | | | $ | 3,395 | |
| Net cash used in investing activities | (103,406) | | | (269,442) | |
| Net cash provided by financing activities | 15,350 | | | 11,376 | |
| Effects of changes in foreign currency exchange rates on cash, cash equivalents, and restricted cash | (248) | | | (131) | |
| Change in cash, cash equivalents, and restricted cash | $ | 9,872 | | | $ | (254,802) | |
Operating activities
Our largest sources of operating cash are cash collections from our customers for sales of subscriptions and professional services. Our primary uses of cash from operating activities are for employee-related expenditures, costs related to brand awareness and demand generation, and costs related to hosting our platform.
During the nine months ended October 31, 2023, net cash provided by operating activities was $98.2 million, driven by our net loss of $95.7 million, adjusted for non-cash charges of $217.8 million, and net cash outflows of $24.0 million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of share-based compensation, amortization of deferred commission costs, depreciation and amortization, non-cash operating lease costs, net amortization of premiums and discounts on investments, and various other non-cash operating activities such as bad debt expense and impairment of long-lived assets. Fluctuations in operating assets and liabilities primarily included an increase in deferred commissions of $58.7 million, an increase in deferred revenue of $25.4 million, a decrease in accounts receivable of $16.5 million, a decrease in operating lease liabilities of $12.3 million, an increase in accounts payable and accrued expenses of $5.1 million, an increase in other long-term assets of $1.4 million, a decrease in prepaid expenses and other current assets of $1.1 million, and an increase in other long-term liabilities of $0.3 million.
During the nine months ended October 31, 2022, net cash provided by operating activities was $3.4 million, driven by our net loss of $172.9 million, adjusted for non-cash charges of $192.2 million, and net cash outflows of $15.9 million due to changes in our operating assets and liabilities. Non-cash charges primarily consisted of share-based compensation, amortization of deferred commission costs, depreciation and amortization, non-cash operating lease costs, and various other non-cash operating activities. Fluctuations in operating assets and liabilities primarily included an increase in deferred commissions of $55.4 million, an increase in deferred revenue of $49.7 million, a decrease in operating lease liabilities of $10.6 million, a decrease in accounts receivable of $2.7 million, a decrease in accounts payable and accrued expenses of $1.1 million, an increase in prepaid expenses and other current assets of $0.9 million, and an increase in other long term assets of $0.3 million.
Investing activities
Net cash used in investing activities during the nine months ended October 31, 2023 of $103.4 million consisted of purchases of short-term investments of $375.4 million, spend on capitalized internal-use software development of $7.9 million, and purchases of property and equipment of $2.1 million. This was partially offset by maturities of short-term investments of $281.9 million.
Net cash used in investing activities during the nine months ended October 31, 2022 of $269.4 million consisted of purchases of short-term investments of $384.4 million, payment for business acquisition net of cash and restricted cash acquired of $20.3 million for the purchase of Outfit, spend on capitalized internal-use software development of $5.8 million, and purchases of property and equipment of $4.2 million. This was partially offset by maturities of short-term investments of $144.5 million, proceeds from the liquidation of an investment of $0.6 million, and proceeds from the sale of property and equipment of $0.1 million.
Financing activities
Net cash provided by financing activities during the nine months ended October 31, 2023 of $15.4 million was primarily due to $15.7 million in proceeds from our ESPP and $1.3 million in proceeds from the exercise of stock options. These proceeds were partially offset by taxes paid related to net share settlement of restricted stock units of $1.6 million.
Net cash provided by financing activities during the nine months ended October 31, 2022 of $11.4 million was primarily due to $10.0 million in proceeds from our ESPP and $4.5 million in proceeds from the exercise of stock options. These proceeds were partially offset by taxes paid related to net share settlement of restricted stock units of $3.1 million.
Indemnification Agreements
In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we 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. In addition, 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. There are no indemnification claims that we are aware of at this time that could have a material adverse effect on our condensed consolidated financial statements.
Critical Accounting Policies and Estimates
We prepare our condensed consolidated financial statements in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and operating 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.
The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in our Annual Report on Form 10-K for the year ended January 31, 2023. There have been no significant changes to these policies during the nine months ended October 31, 2023 except as described in Note 2, Summary of Significant Accounting Policies, in this Quarterly Report on Form 10-Q.
Recent accounting pronouncements
For further information on recent 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
Interest rate risk
We had cash and cash equivalents and short-term investments totaling $568.7 million as of October 31, 2023, of which $426.5 million was invested in money market funds, U.S. Treasury Securities, agency securities, corporate bonds, and commercial paper. Our cash and cash equivalents and short-term investments are held for working capital and general corporate purposes. We do not enter into investments for trading or speculative purposes.
Our cash equivalents and our short-term investments are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates. Due in part to these factors, our future investment income may fall short of our expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. As our short-term investments are classified as available-for-sale, no gains are recognized due to changes in interest rates. As losses due to changes in interest rates are generally not considered to be credit related, no losses in such investments are recognized due to changes in interest rates unless we intend to sell, it is more likely than not that we will be required to sell, we sell prior to maturity, or we otherwise determine that all or a portion of the decline in fair value is due to credit related factors.
As of October 31, 2023, a hypothetical increase of 100-basis points in interest rates would not have a material impact on the value of our cash equivalents or short-term investments in our condensed consolidated financial statements. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur.
Foreign currency exchange risk
Due to our international operations, although our sales contracts are primarily denominated in U.S. dollars, we have foreign currency risks related to revenue denominated in other currencies, such as the British pound sterling, Australian dollar, Canadian dollar, and European Union euro, as well as expenses denominated in the British pound sterling, Australian dollar, Costa Rican colón, and European Union euro. We are also exposed to certain foreign exchange rate risks related to our foreign subsidiaries. Changes in the relative value of the U.S. dollar to other currencies may negatively affect revenue and other operating results as expressed in U.S. dollars. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our operating results.
We have experienced and will continue to experience fluctuations in net income (loss) as a result of transaction gains or losses related to remeasuring certain asset and liability balances that are denominated in foreign currencies. These exposures may change over time as business practices evolve and economic conditions change. We have not engaged in the hedging of foreign currency transactions to date as our exposure to foreign currency exchange rates has historically been partially hedged by both our U.S. dollar and foreign currency denominated inflows covering our U.S. dollar and foreign currency denominated outflows, respectively. We may enter into derivative or hedging transactions in the future if our exposure to foreign currency should become more significant.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
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 defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures 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.
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, in design and operation, were effective as of October 31, 2023.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent limitation on the effectiveness of internal control
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.
Part II. Other Information
Item 1. Legal Proceedings
From time to time in the normal course of business, we may be subject to various legal matters such as threatened or pending claims or proceedings. For further information on our legal proceedings, see Note 13, Commitments and Contingencies, in the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to invest in our Class A common stock. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, operating results, and growth prospects. These factors could also cause our actual business and financial results to differ materially from those contained in forward-looking statements made by management from time-to-time. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also impair our business, financial condition, operating results, and growth prospects.
Risk Factor Summary
The following summarizes certain of the most material risks that make an investment in our Class A common stock uncertain, risk laden, or speculative. If any of the following risks occur, our business, financial condition, operating results, and growth prospects may be impaired, the market price of our Class A common stock could decline, and you may lose all or part of your investment.
Industry, product, and infrastructure risks
•The market in which we participate is highly competitive, and if we do not compete effectively, our operating results could be harmed.
•Our business depends on a strong brand, and if we are unable to develop, maintain, and enhance our brand, our business and results may be harmed.
•Our forecasts of market growth may prove to be inaccurate, and our business may not grow at a pace similar to market growth.
•Security threats and attacks are common, increasing globally, and may result in significant liabilities.
•Our or our vendors’ failure to sufficiently secure our platform and services may result in unauthorized access to and use of customer data, a negative impact on our customer attraction and retention, and significant liabilities.
•We depend on public cloud service providers and computing infrastructure operated by third parties, and any disruptions in these operations could harm our business and results.
•If our platform fails to perform or if we fail to architect our platform to deliver on customer demand for scale, performance, and sophisticated use cases, then our market share could decline and we could be subject to liability.
•If we fail to manage our services infrastructure, or our platform experiences outages, interruptions, or delays in updates to meet customers’ needs, we may be subject to liabilities and our operating results may be harmed.
•Failure to establish and maintain partnerships with complementary technology offerings and integrations could limit our ability to grow our business.
•Our platform and internal business operations use third-party software and services that may be difficult to replace or may cause errors or failures that could lead to a loss of customers or harm our operating results.
Commercial and financial risks
•It is difficult to predict future operating results.
•We have a history of cumulative losses and cannot assure you that we will achieve and sustain profitability in the future.
•If we are unable to attract new customers and maintain and expand sales to existing customers, our growth could be slower than we expect and our business may be harmed.
•We derive substantially all of our revenue from a single offering.
•We recognize revenue over the term of the relevant service period, and downgrades, new sales, or renewals may not be immediately reflected in our results.
Operational and other risks
•We have recently experienced rapid growth and expect our growth to continue; failure to manage our growth effectively may harm our business.
•Our sales cycle may become longer, more complex, and more expensive as we continue to target enterprise and government customers, which could harm our business or results.
•Our growth depends on the expansion and effectiveness of our sales force domestically and internationally, and the failure to expand or maintain the effectiveness of our sales force may harm our business and results.
•We may not receive significant revenue from our current development efforts for several years, if at all.
•Contractual disputes or commitments, including indemnity obligations, may be costly, time consuming, and could harm our reputation.
•Catastrophic events may disrupt our business.
Risks Related to Our Industry, Platform, and Infrastructure
The market in which we participate is highly competitive, and if we do not compete effectively, our operating results could be harmed.
The market for collaborative work management software is fragmented, increasingly competitive, and subject to rapidly changing technology and evolving standards. Our competitors range in size from diversified global companies with significant research and development and marketing resources to smaller startups building on new technology platforms whose narrower offerings may allow them to be more efficient in deploying technical, marketing, and financial resources.
Certain of our features compete with current or potential products and services offered by Airtable, Asana, Atlassian, ClickUp, Monday.com, Planview, Wrike, and others. We also face competition from Google and Microsoft, who offer a range of productivity solutions including spreadsheets and email that have traditionally been used for work management. While we currently collaborate with Adobe, Google, and Microsoft, they may develop and introduce, or acquire, products that directly or indirectly compete with our platform. For example, Adobe owns Workfront, a company whose product and service offerings compete with ours. As we continue to sell products and services to potential customers with existing internal solutions we must convince their stakeholders that our platform is superior to the solutions that their organization has previously adopted and deployed. With the introduction of new technologies and market entrants, and the growth of existing market participants, we expect competition to continue to intensify in the future.
Many of our current and potential competitors, particularly large software companies, have longer operating histories, greater name recognition, more established customer bases, and significantly greater financial, operating, technical, marketing, and other resources than we do. As a result, our competitors may be able to leverage relationships with distribution partners and customers to gain business in a manner that discourages users from purchasing our platform, including by selling at zero or negative margins, by using product bundling or integrated functionality, or by providing products or services for free. Further, our competitors may respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. We could lose customers if our competitors consolidate, introduce new collaborative work management products, add new features to their current product offerings, acquire competitive products, reduce prices, form strategic alliances with other companies, or are acquired by third parties with greater resources. If our competitors’ products or services are more widely adopted than ours, if they are successful in bringing their products or services to market sooner than ours, if their pricing is more competitive, or if their products or services are more technologically capable than ours, then our business, operating results, and financial condition may be harmed.
If we do not keep pace with technological changes, our platform may become less competitive and our business may suffer.
Our industry is marked by rapid technological developments and innovations (such as the use of artificial intelligence and machine learning) and evolving industry standards. If we are unable to provide enhancements and new features and integrations for our existing platform, develop new products that achieve market acceptance, or innovate quickly enough to keep pace with these rapid technological developments, our business could be harmed.
In addition, because our platform is designed to operate on a variety of systems, we will need to continuously modify, enhance, and improve our platform to keep pace with changes to Internet-related hardware; mobile operating systems; and other software, communication, browser, and database technologies. We may not be successful in either developing these modifications, enhancements, and improvements, or in bringing them to market quickly or cost-effectively in response to market demands. Furthermore, uncertainties about the timing and nature of new or modified network platforms or technologies could increase our research and development expenses. Any failure of our products or services to keep pace with technological changes or operate effectively with future network platforms and technologies, or to do so in a timely and cost-effective manner, could reduce the demand for our platform, result in customer dissatisfaction, reduce our competitive advantage, and harm our business.
Our business depends on a strong brand, and if we are not able to develop, maintain, and enhance our brand, our business and operating results may be harmed.
We believe that developing, maintaining, and enhancing our brand is critical to achieving widespread acceptance of our platform, attracting new customers, retaining existing customers, persuading existing customers to expand their relationships with us, and hiring and retaining employees. We believe that the importance of our brand will increase as competition in our market further intensifies. Successful promotion of our brand depends on a number of factors, including the effectiveness of our marketing efforts; our ability to provide a high-quality, reliable, and cost-effective platform; the perceived value of our platform; our ability to provide a quality customer success experience; and our ability to control or influence perception of our brand regardless of customer use cases.
Brand promotion activities require us to make substantial expenditures. We have made, and continue to make, significant investments in the promotion of our brand; however, the success of these investments is uncertain. Our brand promotion may not generate customer awareness or increase revenue, and any revenue increase may not offset the expenses we incur in building and maintaining our brand. If we fail to successfully promote and maintain our brand, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to realize a sufficient return on our brand-building efforts or fail to achieve the widespread brand awareness that is critical for broad customer adoption of our platform, which could harm our business and operating results.
Our forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you that our business will grow at similar rates, if at all.
Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Our forecasts, including the size and expected growth in the total addressable market for collaborative work management platforms, may prove to be inaccurate, or may decline rapidly as a result of unforeseen or unanticipated events and their ongoing effects, sharp increases in inflation and interest rates, or sudden market changes. Even if these addressable markets experience the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.
Security threats and attacks are common, increasing globally, and they may result in significant liabilities.
Our platform and our internal corporate information technology systems have in the past been, and will in the future be, subject to cyber-attacks, credential stuffing, account takeover attacks, denial or degradation of service attacks, phishing attacks, ransomware attacks, malicious software programs, supply chain attacks, and other cyber security threats (collectively, “Cyber Threats”). Further, we engage service providers to store and otherwise process some of our and our customers’ data, including sensitive and personal information, and these service providers are also targets of Cyber Threats.
Cyber Threats have been increasing in frequency and sophistication globally and may be accompanied by demands for payment in exchange for resolution, restoration of functionality, or return of data. Sources of Cyber Threats range from individuals to sophisticated organizations, including state-sponsored actors and organizations. These attackers use a wide variety of methods to exploit vulnerabilities and gain access to corporate assets, including networks, information, or credentials. The types and methods of Cyber Threats are constantly evolving and becoming more complex, and we may not be able to detect, combat, or successfully defend against Cyber Threats. Attackers initiating Cyber Threats may gain access to our corporate assets. Any vulnerabilities in our infrastructure or the success of any Cyber Threats against us may not be discovered in a timely fashion or at all, and the impact of vulnerabilities may be exacerbated the longer they persist or remain undetected. While we utilize security measures and architecture designed to protect the integrity of our platform and corporate information technology environment, we remain subject to ongoing and evolving Cyber Threats, and we anticipate that we will need to expend significant resources in an effort to protect against Cyber Threats. We may not be able to deploy, allocate, or retain sufficient resources to keep pace with the persistent and evolving Cyber Threat landscape.
Moreover, many of our employees work remotely, and many of the vendors and other third parties we engage with utilize remote workers in various jurisdictions throughout the world, which may involve relying on less secure systems and may increase the risk of and susceptibility to Cyber Threats. We cannot guarantee that remote work environments and electronic connections to our work environment and information technology systems have the same security measures as those deployed in our physical offices.
Further, our ability to monitor the data security of our vendors is limited, and Cyber Threats initiated by third parties may successfully circumvent our vendors’ security measures, resulting in the unauthorized access to, or misuse, disclosure, loss, or destruction of our and our customers’ data. Additionally, certain of the features of our products and services have been, and may in the future be, used by third-party attackers to pursue Cyber Threats against others in violation of our terms of service, including by leveraging the email functionality within our platform for phishing campaigns. Any actual or perceived failure by us or our vendors to prevent or defend against Cyber Threats, actual or perceived vulnerabilities in our products or services, misuse of our products or services in furtherance of Cyber Threats against others, or unauthorized access to corporate assets may lead to claims against us and may result in significant data loss, significant costs and liabilities, and could reduce our revenue, harm our reputation, and compromise our competitive position.
Our failure to sufficiently secure our products and services may result in unauthorized access to customer data, a negative impact on our customer attraction and retention, and significant liabilities.
Our products and services involve the storage, transmission, and processing of our customers’ sensitive and proprietary information. Our failure to sufficiently secure our products and services may result in unauthorized access to customer data, a negative impact on our customer attraction and retention, and significant liabilities. Even if our security measures are appropriately engineered and implemented to secure our products and services against external threats, we may be subject to inadvertent disclosures as a result of employee actions or system misconfigurations. Unauthorized use of or access to customer data could result in the loss, compromise, corruption, or destruction of our or our customers’ sensitive and proprietary information and could lead to litigation, regulatory investigations and claims, indemnity obligations, reputational harm, loss of authorization under the Federal Risk and Authorization Management Program (“FedRAMP”) or other authorizations, and other liabilities.
Our customers, especially our larger enterprise customers, increasingly prioritize the security of their digital assets and information when making decisions regarding purchasing Internet-based products and services. Additionally, we serve government customers; customers in regulated industries such as financial services, health care, and education; and other customers that process large quantities of sensitive information or personal data. These customers often seek platforms that offer enhanced or specialized security measures and data back-up procedures. Attracting and retaining these types of customers may require enhancements to or additional engineering of our platform to meet these requirements. Committing to these kinds of changes could be costly and time consuming and could divert the attention of our management and key personnel from other business operations; investments and efforts in furtherance of these changes may not take place in a timely manner, or at all.
Our agreements with third parties, including customers, contain contractual commitments related to our information security practices and data privacy compliance. If we experience an incident that triggers a breach of these contractual commitments, we could be exposed to significant liability or cancellation of service under these agreements. The damages payable to the counterparty, as well as the impact to our products and services, could be substantial and result in significant costs and loss of business. There can be no assurance that any limitation of liability provisions in our contracts will be enforceable or adequate or will otherwise protect us from these liabilities or damages with respect to any claim.
Many U.S. and foreign laws and regulations, including those promulgated by the SEC, require companies to provide notice of cybersecurity incidents involving certain types of personal data or unauthorized access to, or interference with, our information systems to the public, certain individuals, the media, government authorities, or other third parties. Certain of these laws and regulations include notice or disclosure obligations contingent upon the result of complex analyses, including in some cases a determination of materiality. The nature of cybersecurity incidents can make it difficult to quickly and comprehensively assess an incident’s overall impact to our business, and we may make errors in our assessments. If we are unable to appropriately assess a cybersecurity incident in the context of required analyses then we could face compliance issues under these laws and regulations, and we could be subject to lawsuits, regulatory fines or investigations, or other liabilities, any or all of which could adversely affect our business and operating results. Furthermore, cybersecurity incidents experienced by us, or by our customers or vendors, that lead to public disclosures may also lead to widespread negative publicity and increased government or regulatory scrutiny. Any security compromise in our industry, whether actual or perceived, could harm our reputation; erode customer confidence in our security measures; negatively affect our ability to attract new customers; cause existing customers to not to renew their subscriptions; or subject us to third-party lawsuits, regulatory fines or investigations, or other liability, any or all of which could adversely affect our business and operating results. Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain existing customers.
Additionally, we could be required to expend significant capital and other resources to investigate and address any actual or suspected cybersecurity incident or to prevent further or additional incidents. To maintain business relationships, we may find it necessary or desirable to incur costs to provide remediation and incentives to customers or other business partners following an actual or suspected security incident. We also cannot be sure that our existing cybersecurity insurance will continue to be available on acceptable terms, in sufficient amounts to cover any claims we submit, or at all. Further, we cannot be sure that insurers will not deny coverage as to any claim, and some security incidents may be outside the scope of our coverage, including in instances where they are considered force majeure events. Security incidents may result in increased costs for cybersecurity insurance. One or more large, successful claims against us in excess of our available insurance coverage, or changes in our insurance policies, including premium increases or large deductible or co-insurance requirements, could have an adverse effect on our business, operating results, and financial condition.
We depend on public cloud service providers and computing infrastructure operated by third parties, and any service outages, delays, or disruptions in these operations could harm our business and operating results.
We host our platform and serve our customers through public cloud service providers. As a result, we are vulnerable to service interruptions, delays, and outages attributable to their platforms. Our public cloud service providers (“Cloud Providers”) may experience events such as natural disasters, fires, power loss, telecommunications failures, or similar events. The systems, infrastructure, and services of our Cloud Providers may also be subject to human or software errors, viruses, Cyber Threats, fraud, spikes in customer usage, break-ins, sabotage, acts of vandalism, acts of terrorism, and other misconduct. Our Cloud Providers may also experience other unanticipated problems, including but not limited to financial difficulties and bankruptcy. The occurrence of any of the foregoing events could result in lengthy interruptions or delays in our products and services and may impact us via product or service outages and noncompliance with our contractual obligations or business requirements.
Further, we have experienced in the past, and may experience in the future, periodic interruptions, delays, and outages in service and availability with our Cloud Providers due to a variety of factors, including Internet connectivity failures, infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time.
Our Cloud Providers have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew agreements with our Cloud Providers on commercially reasonable terms, if our agreements with our Cloud Providers are prematurely terminated for any reason, or if our Cloud Providers are acquired or cease business, we may be required to transfer our infrastructure to new public cloud facilities, and we may incur significant costs and possible service interruptions in connection with doing so.
Additionally, there are limited options for public cloud service providers capable of effectively supporting our infrastructure. Consolidation through a single, or select few, service provider(s) may result in a dependency on the selected provider(s). Consolidation may also negatively impact customer acquisition or expansion because customers may object to certain providers for a variety of reasons, including that these provider(s) do not meet their hosting requirements or that the providers operate in a competitive space. The foregoing objections could result in lost or decreased sales or decreased expansion of existing customer relationships, which could harm our business and operating results.
Any issues with our Cloud Providers may result in errors, defects, disruptions, or other performance problems with our platform, which could harm our reputation and may damage our and our customers’ businesses. Interruptions in our platform’s operation might reduce our revenue, cause us to issue credits or refunds to customers, subject us to potential liability, cause customers to terminate their subscriptions, harm our renewal rates, and affect our reputation. Any of these events could harm our business and operating results.
If our platform fails to perform properly, or if we are unable to architect our platform to deliver on customer demand for scale, performance, and sophisticated use cases, then our reputation could be harmed, our market share could decline, and we could be subject to liability claims.
Our platform is inherently complex and may contain material defects or errors. Additionally, we provide regular updates to our platform, which may contain undetected defects when first introduced or released. Any defects in functionality or interruptions in the availability of our platform could result in:
•loss of, or delayed, market acceptance and sales;
•breach of contract or warranty claims;
•issuance of credits or other compensation for downtime;
•termination of subscription agreements, loss of customers, and issuance of refunds;
•diversion of development, customer service, and other company resources; and
•harm to our reputation.
The costs incurred in correcting any material defects or errors might be substantial and could harm our operating results.
Because of the large amount of data that we handle, hardware failures, errors in our systems, user errors, or Internet outages could result in data loss or corruption that our customers may regard as significant, and our current data back-up procedures may not be sufficient to prevent the loss of data. Furthermore, the availability and performance of our platform could be diminished or otherwise impacted by a number of factors, which may damage the perception of its reliability and reduce our revenue. These factors include, but are not limited to customers’ inability to access the Internet; the failure of our network or software systems, including backup systems; simultaneous development efforts causing reallocation of resources; computing vulnerabilities; security breaches; capacity issues or service failures experienced by our service providers; or variability in the amount of user traffic on our platform. We monitor vulnerabilities that may impact our business and the availability of our platform. Any impact resulting from vulnerabilities, and the costs incurred in addressing or correcting these vulnerabilities, may harm our operating results, harm our reputation, or cause us to lose customers.
We may be required to issue credits or refunds, or otherwise be liable to our customers for damages they may incur resulting from certain of these events. Our insurance coverage may be inadequate to sufficiently cover these potential liabilities and may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us, and defending a lawsuit, regardless of its merit, could be costly and divert management’s attention.
Furthermore, we will need to ensure that our platform is designed so that it can scale and perform to meet the evolving needs of our customers, particularly as we continue to focus on larger enterprise customers with novel or complex use cases. We regularly monitor and update our platform to fix errors, add functionality, and improve scaling; however, our customers have occasionally experienced outages and latency issues, sometimes during peak usage periods. If our platform is unable to scale and perform at the levels needed by our customers, or if we are unable to correct any platform functionality defects and capacity limitations, then potential customers may not adopt our platform and product offerings and existing customers may not renew their agreements with us.
If we fail to manage our services infrastructure at the levels expected by our customers, including due to factors such as service outages, interruptions, or delays in updates to our platform to meet customers’ needs, then we may be subject to liabilities and our operating results may be harmed.
We have experienced significant growth in the number of users and data that our platform supports. It is critical that we maintain sufficient excess service capacity to ensure that our platform is accessible and functioning with an acceptable latency, that we meet the needs of existing and new customers and users, that we meet the needs required to support customer and user expansion, and that we meet our own internal needs. To do this, we must manage our service infrastructure to support software updates and the evolution of our platform capabilities. The provision and implementation of any new service infrastructure requires significant expenditures and management. If we do not accurately predict or manage our service infrastructure requirements, if our existing providers are unable to keep up with our needs for capacity or if they are unwilling or unable to allocate sufficient capacity to us, or if we are unable to contract with additional providers on commercially reasonable terms, our customers may experience service interruptions, delays, or outages that may subject us to financial penalties, cause us to issue credits or other compensation to customers, or result in other liabilities and customer losses. If our platform fails to scale, customers may experience delays as we seek to obtain additional capacity or make architectural changes, which could damage our reputation and our business. We may also be required to move or transfer our and our customers’ data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery and performance of our platform and may harm our operating results.
Failure to establish and maintain relationships with partners that can provide complementary technology offerings and software integrations could limit our ability to grow our business.
Our growth strategy includes expanding the use of our platform through complementary technology offerings and software integrations, such as third-party application programming interfaces (“APIs”). While we have established relationships with providers of complementary technologies and software integrations, we cannot assure you that we will be successful in maintaining relationships with these providers or establishing relationships with new providers. For example, we currently collaborate with Google and Microsoft; however, we may be unable to maintain these collaborative relationships if those entities develop or acquire products that directly or indirectly compete with our platform. Third-party providers of complementary technology offerings and software integrations may take any of the following actions: decline to enter into, or later terminate, relationships or agreements with us; change their features or platforms; restrict our access to their applications and platforms; or alter the terms governing use of and access to their applications and APIs in an adverse manner. These actions could functionally limit or terminate our ability to use these third-party technology offerings and software integrations with our platform, which could negatively impact our offerings and harm our business.
Further, if we fail to integrate our platform with new third-party applications and platforms that our customers use, or to adapt to the data transfer requirements of these third-party applications and platforms, we may not be able to offer the functionality that our customers need, which would negatively impact our products and services and, as a result, could negatively affect our business, operating results, and financial condition. In addition, we may benefit from these partners’ brand recognition, reputations, referrals, and customer bases. Any losses or shifts in the referrals from, or the market positions of, these partners could lead to a loss of relationships or customers or require us to find and transition to alternative channels for marketing or enhancing our platform.
Our platform and internal business operations use third-party software and services that may be difficult to replace or may cause errors or failures that could lead to a loss of customers or harm to our reputation and our operating results.
We license third-party software and depend on services from various third parties to operate our platform. In the future, this software or these services may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any such software or services could harm our business, and it could result in decreased functionality of our platform until we either develop or acquire equivalent technology. In addition, any errors or defects in or failures of the third-party software or services could result in errors or defects in, or failure of, our platform, which could harm our business and be costly to correct. Such platform errors, defects, or failures could also harm our reputation and result in liability to third parties, including customers. Many of these providers attempt to limit their liability for errors, defects, and failures, which could limit our ability to recover from them and increase our potential liabilities and operating costs.
Further, we use technologies and services from third parties to operate critical internal functions of our business, including cloud infrastructure services, customer relationship management services, business management services, and customer support and consulting staffing services. Our internal operations would be disrupted if any of these third-party software or service offerings were unavailable due to extended outages or interruptions or if they are no longer available on commercially reasonable terms or at all. Additionally, any misuse, misconfiguration, or errors in the operation of these software or service offerings may result in a disruption of our internal business operations and create issues with the accuracy of our critical business information. These disruptions may adversely affect our ability to operate our websites, process and fulfill transactions, respond to customer inquiries, maintain corporate records, ensure the accuracy of business information, and generally maintain cost-efficient operations. In the event of disruption, we may be required to seek replacement technologies or services from other parties, or to develop these components ourselves, either of which could result in increased costs, diversion of management’s attention, delays in the release of new product offerings, and reduced efficiencies in the operations of our impacted departments until such time as suitable technology can be identified and integrated. These disruptions, if they occur, could result in customer dissatisfaction, and harm our operating results and financial condition.
Our use of open source software could negatively affect our ability to offer and sell our products and subject us to possible litigation.
We use open source software in our platform and expect to continue to use open source software in the future. There are uncertainties regarding the proper interpretation of and compliance with open source licenses, and there is a risk that open source licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to use open source software and to provide or distribute our platform.
Additionally, we may face claims from third parties alleging infringement of certain intellectual property rights resulting from our use of open source software or seeking to enforce the terms of an open source license, including by demanding public release of the open source software, derivative works, or our proprietary source code. These claims could result in litigation and could require us to make our software source code freely available, devote additional research and development resources to change our platform, or incur additional costs and expenses. Any of the foregoing outcomes would adversely affect our business, reputation, financial condition, and operating results.
In addition, if the license terms change for the open source software we utilize, then we may be forced to re-engineer our platform or incur additional costs to comply with the changed license terms or to replace the affected open source software. Further, use of certain open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not provide updates, warranties, or assurances of performance or title. Certain versions and libraries of open source software allow for any individuals to make contributions and updates, and this may introduce or amplify certain security vulnerabilities depending on how, and with which systems, the software is implemented. Although we have established policies to regulate the use and incorporation of open source software into our platform, we cannot be certain that we have not incorporated open source software in our platform in a manner that is inconsistent with these policies.
Risks Related to Our Commercial and Financial Operations
It is difficult to predict our future operating results.
Our ability to accurately forecast our future operating results is limited and subject to a number of uncertainties, including planning for and modeling future growth. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties that we use to plan our business are incorrect or change due to industry or market developments, or if we do not address these risks successfully, our operating results could differ materially from our expectations and our business could suffer.
We have a history of cumulative losses and we cannot assure you that we will achieve and sustain profitability in the foreseeable future.
Under the U.S. Generally Accepted Accounting Principles (“GAAP”), we have incurred losses in each period since we incorporated in 2005. We incurred net losses of $32.4 million and $40.1 million during the three months ended October 31, 2023 and 2022, respectively, and $95.7 million and $172.9 million during the nine months ended October 31, 2023 and 2022, respectively. As of October 31, 2023, we had an accumulated deficit of $853.8 million. These losses and accumulated deficit reflect the substantial investments we made to develop our products and services, acquire new customers, and maintain and expand relationships with existing customers. We expect our operating expenses to increase in the future due to anticipated increases in sales and marketing expenses, research and development expenses, operations costs, and general and administrative costs, and we may continue to incur losses in future periods. Furthermore, to the extent we are successful in increasing and expanding our customer base, we may also incur increased losses due to associated upfront costs, particularly as a result of the nature of subscription revenue, which is generally recognized ratably over the term of the subscription period. You should not consider our recent revenue growth as indicative of our future performance. Our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our products and services; reduced conversion from our free trial users or collaborators to paid users; increasing competition; the impact of macroeconomic conditions, including inflation and rising interest rates, instability in the global banking sector, and changes to buying patterns; or our failure to capitalize on growth opportunities. Accordingly, we cannot assure you that we will achieve profitability in the foreseeable future, nor that, if we do become profitable, we will sustain profitability.
If we are unable to attract new customers and maintain and expand sales to existing customers, our growth could be slower than we expect and our business may be harmed.
Our future growth depends, in part, upon increasing our customer base and expanding sales to, and renewing subscriptions with, our existing customers. Our ability to achieve significant growth in revenue in the future will depend upon the effectiveness of our sales and marketing efforts, both domestically and internationally; the effectiveness of our research and development efforts; our ability to predict customer demands; our ability to continue to attract new customers; and our ability to expand our relationship with existing customers by addressing new use cases, increasing the number of users, or selling additional products and services. These endeavors may be particularly challenging where an organization is reluctant to try, or invest further in, a cloud-based collaborative work management platform or where an organization has already invested significantly in an existing third-party solution. Additionally, we continue to monitor how current macroeconomic conditions, including inflation, adjustments to interest rates, and general economic and political uncertainty may affect the adoption or expansion of cloud-based solutions and our success in engaging with new customers and expanding relationships with existing customers. If we fail in our marketing or research and development efforts, to predict customer demand, to understand the impact of macroeconomic conditions, or to attract new customers and maintain and expand those and existing customer relationships, then our revenue may grow more slowly than expected, may not grow at all, or may decline, and our business may be harmed.
Moreover, many of our subscriptions are sold for a one-year term. While most of our subscriptions provide for automatic renewal, our customers have no obligation to renew their subscription after the expiration of the term, and automatic renewal clauses may not be enforceable against certain customers. We cannot assure you that our customers will renew subscriptions with a similar contract period, with the same or greater number of users or premium capabilities, or that they will renew at all. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their satisfaction with our platform or services, our pricing or pricing structure, the pricing or capabilities of our competitors’ products and services, the effects of economic conditions, or reductions in our customers’ spending levels. If our customers do not renew their agreements with us, or renew on terms less favorable to us, our revenue may decline.
Our quarterly operating results may fluctuate significantly and may not fully reflect the underlying performance of our business.
Our quarterly operating results, including the levels of our revenue, calculated billings, gross margin, profitability, cash flow, and deferred revenue may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly operating results may fluctuate due to a variety of factors, many of which are outside of our control, and, as a result, they may not fully reflect the underlying performance of our business. Fluctuations in quarterly operating results may reduce the value of our Class A common stock. Factors that may cause fluctuations in our quarterly results include, but are not limited to:
•our ability to attract new customers and expand existing customers, domestically and internationally;
•interest rate increases, which may negatively impact our customers’ income or access to capital;
•the addition or loss of large customers, including through acquisitions or consolidations;
•the mix of customers obtained through self-service on our website and sales-assisted channels;
•customer renewal rates and the extent to which customers purchase services and subscribe for additional users and products;
•the ongoing impact of, including any market volatility and economic disruption caused by, geopolitical instability, or global health concerns;
•customers impacted by macroeconomic downturns and seeking bankruptcy protection or other similar relief;
•the impact of rising inflation rates, particularly in the U.S. where the majority of our customers are located;
•customers’ failure to pay amounts due, customers’ extending the time to pay amounts due, our inability to collect amounts due, and the cost of enforcing the terms of our contracts, including litigation costs;
•the timing and growth of our business, in particular through hiring new employees and international expansion;
•our ability to hire, train, and maintain our sales force and other employees in customer-facing roles;
•the length and timing of sales cycles, with a significant portion of our larger transactions occurring in the last few days and weeks of each quarter;
•the timing of recognition of revenue;
•the amount and timing of operating expenses;
•the amount and timing of share-based compensation expense;
•changes in our pricing policies or offerings, or those of our competitors;
•the timing and success of new product and service introductions by us or our competitors, or any other change in the competitive dynamics of our industry, including consolidation or new entrants among competitors, customers, or strategic partners;
•customers delaying purchasing decisions for any reason, including in anticipation of new products or product enhancements by us or our competitors;
•the timing and effectiveness of new and existing sales and marketing initiatives;
•the timing of expenses related to the development or acquisition of technologies or businesses, and potential future charges for impairment of goodwill from acquired companies;
•network or service outages, Internet disruptions, actual or perceived security breaches impacting us directly or indirectly via our third-party vendors, and the costs associated with responding to and addressing outages or breaches;
•changes in laws and regulations that affect our business, the costs to maintain or achieve compliance with changes in laws and regulations, and any lawsuits or other proceedings involving us or our competitors;
•changes in foreign currency exchange rates or addition of currencies in which our sales are denominated; and
•general economic, industry, and market conditions.
We derive substantially all of our revenue from a single offering.
Although we offer and continue to develop additional solutions, we currently derive, and expect to continue to derive, substantially all of our revenue from the sale of subscriptions to our cloud-based collaborative work management platform. As a result, the continued growth in market demand for our platform is critical to our continued success. Demand for our platform is affected by a number of factors, including continued market acceptance; the timing of development and release of competing products and services; price or product changes by us or by our competitors; technological changes; growth or contraction in the markets we serve; and general economic conditions and trends. In addition, some current and potential customers, particularly large organizations, may develop or acquire their own internal collaborative work management tools or continue to rely on traditional tools that would reduce or eliminate the demand for our platform. If demand for our platform declines for any of these or other reasons, our business could be adversely affected.
Because we recognize revenue from subscriptions and support services over the term of the relevant service period, downturns or upturns in new sales or renewals may not be immediately reflected in our operating results and may be difficult to discern.
We recognize subscription revenue from customers ratably over the terms of their subscription agreements, which are typically one year. As a result, most of the subscription revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. A decline in new or renewed subscriptions in any single quarter will likely only have a minor effect on our revenue for that quarter, but such a decline will reduce our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our platform, and potential changes in our pricing policies or customer retention rates may not be fully reflected in our operating results until future periods. We may be unable to adjust our cost structure to reflect the changes in revenue. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period because subscription revenue from new customers is recognized over the applicable subscription term.
We may need additional capital, and we cannot be certain that additional financing will be available on favorable terms, or at all.
Although we currently generate sufficient cash to fund our ongoing operations, we may be unable to maintain this level of cash generation in future periods. In the future, if our cash generation declines or if we continue to generate sufficient cash to fund our ongoing operations, we may require additional capital to respond to business opportunities, challenges, acquisitions, or unforeseen circumstances. A deterioration of current conditions in worldwide credit markets, increases in inflation, fluctuations in interest rates, and instability in the global banking sector could limit our ability to obtain external financing to fund our operations and capital expenditures. We may not be able to timely secure debt or equity financing on favorable terms, or at all. Any debt financing could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, we may not be able to generate sufficient cash to service any debt financing, which may force us to reduce or delay capital expenditures or sell assets. If we raise additional funds through further issuances of equity, convertible debt securities, or other securities convertible into equity, then our existing shareholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our Class A common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.
We may face exposure to foreign currency exchange rate fluctuations.
We have historically transacted in U.S. dollars with the majority of our customers and vendors, but we have also transacted in certain foreign currencies and may transact in additional foreign currencies in the future. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our revenue and operating results due to transactional and translational re-measurement that is reflected in our earnings. Foreign currency exchange rate fluctuations may be materially impacted by macroeconomic conditions, including increases in inflation, fluctuations in interest rates, instability in the global banking sector, and any global events, wars, or regional conflicts.
As a result of foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and operating results. In addition, to the extent that fluctuations in currency exchange rates cause our operating results to differ from our expectations or the expectations of our investors, the trading price of our Class A common stock could decrease. Our foreign currency exchange policy approves use of certain hedging instruments, including spot transactions, forward contracts, swap contracts, and purchased options with maturity of up to eighteen months. The use, if any, of approved hedging instruments may not offset any (or more than a portion) of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges.
Our sales are generally more heavily weighted toward the end of each fiscal quarter and towards the end of our fiscal year, which could have an impact on the timing of our billings, revenue, collections, and the reporting of these metrics for any given quarter, for subsequent quarters, or for a subsequent fiscal year.
Our sales cycles are generally more heavily weighted toward the end of each fiscal quarter, with a high volume of sales in the last few weeks and days of the quarter, and our sales are more weighted in the latter half of our fiscal year. Sales can otherwise be dependent on customer purchasing patterns and the timing of particularly large transactions. Any of the foregoing may have an impact on the timing of revenue recognition, calculated billings, and cash collections; may cause significant fluctuations in our operating results and cash flows; may make it challenging for an investor to predict our performance on a quarterly or annual basis; and may prevent us from achieving our quarterly or annual forecasts.
Compression of sales activity to the end of the quarter and fiscal year also greatly increases the likelihood that sales cycles will extend beyond the quarter or fiscal year in which they are forecasted to close for some sizable transactions, which may harm forecasting accuracy and adversely impact new customer acquisition metrics for the quarter or fiscal year in which they are forecasted to close. Further, the concentration of contract negotiations in the last few weeks and days of the quarter and towards the end of our fiscal year may require us to expend more in the form of compensation for additional sales operations, legal, and finance employees and resources.
Risks Related to Our General Operations
We have recently experienced rapid growth and expect our growth to continue. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and operational controls, or adequately address competitive challenges.
We have recently experienced a period of rapid growth in our personnel headcount and operations and expect to continue to invest in our growth in the future. During the period from January 31, 2019 to October 31, 2023 we grew from 1,101 employees to 3,370 employees. In addition, we have engaged temporary workers and contractors in various jurisdictions throughout the world to supplement our employee base. This growth has made our operations more complex and has placed, and future growth will place, a significant strain on our management, and on our administrative, operational, and financial infrastructure. Our success will depend, in part, on our ability to effectively manage this growth and complexity.
We anticipate that we will continue to expand our operations and personnel headcount in the near term. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial, and management controls, processes, and documentation, and our reporting systems and procedures. Failure to effectively manage growth or complexity could result in difficulties growing and maintaining our customer base; cost increases; inefficient and ineffective responses to customer needs; delays in developing and deploying new features, integrations, or services; violations of law; breaches of contract; or other operational difficulties. Any of these difficulties could harm our business and operating results.
As a substantial portion of our sales efforts are targeted at enterprise and government customers, our sales cycles may become more complex, we may encounter implementation and configuration challenges, and we may have to delay revenue recognition for more complicated transactions, all of which could harm our business and operating results.
Our ability to increase revenue and achieve and maintain profitability largely depends on widespread acceptance of our platform by large enterprises, government agencies, and other organizations. Sales efforts targeted at enterprise and government customers require acceptance by and support of the customers’ knowledge workers and senior management and involve greater costs; longer sales cycles, including complex customer procurement and budgeting considerations; greater competition; increased operational burden; potential reseller or other third-party involvement; and less predictability. In the large enterprise and government agency markets, the customer’s decision to use our products and services can sometimes be an organization-wide decision, in which case, we will likely be required to provide greater levels of customer education, training, and support to familiarize potential customers with the use and benefits of our platform and services. In addition, larger enterprises and government agencies may demand more features, configuration options, and integration services. They may also expect operational changes to satisfy their supplier requirements. As a result of these factors, some sales opportunities may require us to devote greater sales support, research and development, engineering, customer support, professional services resources, and other internal resources and processes to these customers, resulting in increased costs, lengthened sales cycles, and diversion of sales and professional services resources to a smaller number of customers. Moreover, some of these larger transactions may require us to delay revenue recognition until the technical or implementation requirements have been met. Any of the foregoing effects could harm our business and operating results.
Our growth depends on the expansion and effectiveness of our sales force, domestically and internationally.
We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of sales personnel to support our growth. New hires require significant training and may take considerable time before they achieve full productivity, particularly in new sales territories. Our recent and future hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business, which may require us to explore new markets to find talent or increase sales targets for existing sales personnel. In addition, as we continue to grow, a large percentage of our sales personnel may be new to our company, our platform, or the collaborative work management industry, which may adversely affect our sales if we cannot train these personnel quickly or effectively. Attrition rates may increase and we may face integration challenges as we seek to expand our sales force. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, then our business could be adversely affected.
Our failure to attract, integrate, and retain highly qualified personnel could harm our business.
Our growth strategy depends on our ability to staff our organization with highly skilled personnel. Identifying, recruiting, training, and integrating qualified individuals requires significant time, expense, and attention. In addition to hiring new employees and contractors, we must continue to focus on retaining our best employees. Competition for highly skilled personnel is intense. We compete with many other companies for software developers with high levels of experience in designing, developing, and managing cloud-based software, as well as for skilled product development, marketing, sales, and operations professionals. We may not be successful in attracting and retaining the professionals we need, particularly in the greater Seattle area where our headquarters are located. We have experienced, and we expect to continue to experience, difficulty in hiring and retaining employees and contractors with appropriate qualifications.
Our engagements with contractors could expose us to claims that we have misclassified the contractors, which could subject us to liability. In addition, immigration laws and travel bans may restrict or limit our ability to recruit individuals outside their countries of citizenship. Any changes to immigration or travel policies that restrain the flow of technical and professional talent may inhibit our ability to recruit and retain highly qualified employees.
Further, many of the companies that we compete with for experienced personnel have greater resources than we do. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees, alone or with our inducement, have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived or actual value of our equity awards declines, it may reduce our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be harmed.
If we cannot maintain our corporate culture as we grow and work in a hybrid working environment, we could lose the innovation, teamwork, and passion that we believe contribute to our success, and our business may be harmed.
We believe that a critical component of our success has been our corporate culture. We have invested substantial time and resources in building our team. As we continue to expand globally and continue to operate in a hybrid working environment, we will need to preserve and maintain our corporate culture among a larger number of employees who are dispersed in various geographic regions internationally both in our offices and remotely. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.
We may not receive significant revenue from our current development efforts for several years, if at all.
Developing our platform is expensive and the investment in such technological development often involves a long return on investment cycle. We incurred research and development expenses of $58.3 million and $50.5 million during the three months ended October 31, 2023 and 2022, respectively, and $172.8 million and $156.8 million during the nine months ended October 31, 2023 and 2022, respectively. We have made, and expect to continue to make, significant investments in product development, infrastructure, security, and related opportunities. Accelerated product introductions and short product life cycles require high levels of expenditures that could adversely affect our operating results if they are not offset by revenue increases. We believe that we must continue to dedicate significant resources to our development efforts to maintain and improve our customer engagement and competitive position. However, we may not receive significant revenue from these investments for several years, if at all.
We may experience difficulties in accurately predicting optimal pricing necessary to attract new customers and retain existing customers.
We have changed, and expect in the future that we will continue to change, our published and unpublished pricing and packaging models. We have previously deployed, and may continue to deploy, multiple structures and models of pricing and packaging to serve our wide variety of customers, including trial and free versions of our platform. As the market for our products and services matures, as competitors introduce new products or platforms that compete with ours, and as we continue to expand into new international markets, we may be unable to attract and retain customers at the same price or based on the same pricing and packaging models as we have historically, if at all, and some of our competitors may offer their products at a lower price. Further, we may have difficulty attracting and retaining customers based on new pricing and packaging models, especially in the event we increase our prices, and new models may inhibit organic growth from individuals who have traditionally used our products and services as free collaborators. Pricing and packaging decisions may also affect the mix of adoption among our subscription plans and reduce our overall revenue. Moreover, larger enterprises may demand substantial price concessions. As a result, in the future we may be required to reduce our prices, which could harm our operating results.
The loss of one or more of our key customers, or a failure to renew our subscription agreements with one or more of our key customers, could negatively affect our ability to market our platform.
We rely on our reputation and recommendations from key customers in order to promote and sell subscriptions to our platform. The loss of, or failure to renew by, any of our key customers could have a significant effect on our revenue, reputation, and our ability to obtain new customers. In addition, if our customers are acquired by other companies, it could lead to cancellation of such customers’ contracts, thereby reducing the number of our existing and potential customers.
If we fail to offer high-quality customer support, our business and reputation may be harmed.
Our customers rely on our customer support organization to respond to inquiries about, and resolve issues with, their use of our platform. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services could increase costs and harm our operating results. Customers who elect not to purchase enhanced support may be unable to sufficiently address their support issues through self-service, and their support requests may not be prioritized once received by us; this may result in a poor customer experience. In addition, our sales process is highly dependent on the ease of use of our platform, our business reputation, and positive recommendations from our existing customers. Any failure to maintain a high-quality customer support organization, or a market perception that we do not maintain high-quality customer support, could harm our reputation, our ability to sell to existing and prospective customers, and our business.
Our long-term growth depends in part on being able to expand internationally on a profitable basis.
Historically, we have generated a majority of our revenue from customers in the United States. We are expanding internationally and plan to continue to expand our international operations as part of our growth strategy. There are certain risks inherent in conducting international business, including:
•fluctuations in foreign currency exchange rates or adding additional currencies in which our sales are denominated;
•new, or changes in existing, regulatory requirements;
•health or similar issues, including epidemics or pandemics;
•tariffs, export and import restrictions, restrictions on foreign investments, sanctions, and other trade barriers or protection measures;
•costs of localizing our platform and services;
•lack of (or delayed) acceptance of localized versions of our platform and services;
•difficulties in and costs of staffing, managing, and operating our international operations, including compliance with local labor and employment laws and customs and enforcement of contractual obligations outside the U.S.;
•tax issues, including restrictions on repatriating earnings, and with respect to corporate operating structures and intercompany arrangements;
•weaker intellectual property protection;
•the ongoing uncertainty, difficulty of, and burden and expense involved with, compliance with shifting global privacy, data protection, and cyber and information security laws and regulations, such as the General Data Protection Regulation 2016/679 (“GDPR”) and related cross-border data transfer requirements, the California Consumer Privacy Act (the “CCPA”), the California Privacy Rights Act, and other emerging U.S. state privacy laws;
•economic weakness or currency-related crises;
•the burden of complying with a wide variety of U.S. and global laws and regulations applicable to foreign operations, including, import and export control laws and regulations, anti-corruption laws, tariffs, trade barriers, economic sanctions and other regulatory, legal, or contractual limitations on our ability to sell products and services in certain foreign markets, and the risks and costs of non-compliance;
•generally longer payment cycles and greater difficulty in collecting accounts receivable;
•our ability to adapt to sales practices and customer requirements in different cultures;
•lack of brand recognition and increased competition;
•the impact of wars and conflicts in foreign jurisdictions;
•political instability, uncertainty, or change;
•security risks in the countries where we are doing business; and
•our ability to maintain our relationship with resellers to distribute our products and services internationally.
Any of these risks could adversely affect our business. For example, compliance with laws and regulations applicable to our international operations increases our cost of doing business in foreign jurisdictions. We may be unable to keep current with government requirements as they change from time to time. Failure to comply with these laws or regulations could have adverse effects on our business. In addition, in many foreign countries it is common for others to engage in business practices that are prohibited by our internal policies and procedures or applicable U.S. laws and regulations. As we grow, we continue to implement compliance procedures designed to prevent violations of these laws and regulations. There can be no assurance that all of our employees, contractors, resellers, and agents will comply with our compliance policies or with applicable laws and regulations. Violations of laws or compliance policies by our employees, contractors, resellers, or agents could result in delays in revenue recognition; financial reporting misstatements; fines; penalties; breaches of contractual obligations; or the prohibition of the import or export of our products and services, any of which and could have a material adverse effect on our business and operating results.
Further, 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. We expect that our international activities will continue to grow as we pursue further opportunities in existing and new markets and that our expansion efforts into new markets may accelerate, which will require significant management attention, financial resources, and compound the risks inherent to international expansion. If we invest substantial time and resources to expand our international operations and are unable to do so successfully, or in a timely manner, our business and operating results will suffer.
Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.
Our success and ability to compete depend, in part, upon our intellectual property. Failure to protect our intellectual property, including the unauthorized use of our intellectual property or a violation of our intellectual property rights by third parties may damage our brand and our reputation. In addition to certain patents and patent applications, we primarily rely on a combination of copyright, trademark, and trade secret protections, and confidentiality and license agreements with our employees, customers, partners, and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the U.S. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. Even in cases where we seek patent protection, there is no assurance that patents will be granted or that awarded patents will effectively protect every significant feature of our products and services. We also believe that the protection of our trademark rights is an important factor in product recognition, protecting our brand, and maintaining goodwill. If we do not adequately protect our rights in our trademarks from infringement and unauthorized use, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business.
We may be required to spend significant resources to monitor and protect our intellectual property rights. Litigation to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management, and it could result in the impairment or loss of portions of our intellectual property rights. Any efforts to enforce our intellectual property rights may be met with actions attacking the validity and enforceability of our intellectual property rights. Accordingly, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. Remedies following any infringement or misappropriation, including injunctive relief, may be insufficient to prevent the infringement or misappropriation or otherwise address the damages sustained. Our failure to secure, protect, and enforce our intellectual property rights could significantly damage our brand and our business.
We may be sued by third parties for alleged infringement of their proprietary rights.
There is considerable patent and other intellectual property development activity in our industry. Our future success depends on our technology, platform, and services not infringing upon the intellectual property rights of others. Our competitors, and other entities, including non-practicing entities and individuals, may own or claim to own, intellectual property relating to our industry. Our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon these rights. Additionally, we rely on the feedback provided by our customers and users to inform decisions on potential changes to our products and services, and we negotiate agreements with our customers that may include license rights to intellectual property developed while performing professional services. This feedback and these license rights may provide a customer or user a basis for competing against us, demanding royalties for use of intellectual properties, or contesting ownership and seeking to enjoin our use of current or future intellectual property.
Third parties have occasionally alleged that our technology infringes upon their intellectual property rights. In the future others may raise the same or similar claims and may assert claims against us, even if we are unaware of their intellectual property rights. Any of these claims and related litigation could cause us to incur significant expenses, and, if successfully asserted against us, could require that we pay substantial damages, settlement fees, or ongoing license or royalty payments; cease offering our platform or services or cease using certain technologies; implement expensive workarounds; or comply with other unfavorable conditions.
We may also be required to issue customer refunds and be obligated, without contractual limitation of liability provisions to limit our exposure, to indemnify our customers or business partners for intellectual property claims or litigation. Even if we were to prevail in any intellectual property dispute, any litigation regarding our intellectual property could be costly and time consuming and divert the attention of our management and key personnel from our business operations. During any litigation, we may make announcements regarding the results of hearings and motions and other interim developments, which could cause the market price of our Class A common stock to decline if securities analysts and investors view those announcements negatively.
The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources and divert management’s attention.
As a public company we incur significant legal, accounting, and other expenses. We are subject to reporting requirements of the Securities Exchange Act of 1934, as amended, (“Exchange Act”), the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), the rules subsequently implemented by the SEC, the rules and regulations of the listing standards of the New York Stock Exchange (“NYSE”), and other applicable securities rules and regulations. Compliance with these rules and regulations strains our financial and management systems, internal controls, and employees.
To comply with the Sarbanes-Oxley Act and to maintain and, if required, improve our disclosure controls, procedures, and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. If we have material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. Effective internal control is necessary for us to produce reliable financial reports and is important to prevent fraud.
In addition, we are required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will continue to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, operating results, and financial condition. To assist us in complying with these requirements we may need to hire more employees or engage outside consultants, which will increase our operating expenses.
We intend to evaluate acquisitions or investments in third-party technologies and businesses, but we may not realize the anticipated benefits from, and may have to pay substantial costs related to, any acquisitions, mergers, joint ventures, or investments that we undertake.
As part of our business strategy, we continually evaluate acquisitions of, or investments in, a wide array of potential strategic opportunities, including third-party technologies and businesses. We may be unable to identify suitable transaction candidates in the future or to complete these transactions on a commercially reasonable basis, or at all. The evaluation of potential acquisitions and investments requires diversion of time and resources from normal business operations and may cause us to incur fees from outside advisors. Any transactions that we enter into could be material to our financial condition and operating results. These transactions may not result in the intended benefits to our business, and we may not successfully evaluate or utilize any acquired technology, offerings, or personnel, or accurately forecast the financial effect of a transaction. Although we conduct reasonably extensive due diligence of any transaction target entity, our due diligence may not reveal every concern that may exist with the target entity, the proposed transaction, and any subsequent integration. The process of acquiring a company or integrating an acquired company, business, technology, or the associated personnel into our own company is subject to various risks and challenges, including:
•diverting management time and focus from operating our business to acquisition integration;
•disrupting our respective ongoing business operations;
•customer and industry acceptance of the acquired company’s offerings;
•implementing or remediating the controls, procedures, and policies of the acquired company;
•integrating acquired technologies into our own platform and technologies, including ensuring that we acquire the necessary intellectual property rights required to implement the integration;
•our ability to ensure that we maintain quality, security, and data privacy standards for the acquired technology consistent with our brand;
•retaining and integrating acquired employees;
•failing to maintain important business relationships and contracts;
•failing to realize any anticipated synergies;
•using cash or equity that we may need in the future to operate our business or incurring debt on terms unfavorable to us or that we are unable to pay;
•liability for activities of the acquired company before the acquisition;
•liability arising from contracts entered into by the acquired company before the acquisition, which may include contracts that are in active breach by the company or another party, or contracts which may not align with our acceptable contracting principles or liability limitations;
•litigation or other claims arising in connection with the acquired company;
•impairment charges associated with goodwill and other acquired intangible assets; and
•other unforeseen operating difficulties and expenditures.
Our limited experience acquiring companies may increase these risks. Our inability to address these risks or other problems that we encounter with our acquisitions and investments could result in a failure to realize the anticipated benefits of these acquisitions or investments, unanticipated liabilities, and harm to our business.
Risks Related to Ownership of Our Common Stock
The market price of our Class A common stock has been, and will likely continue to be, volatile, and you could lose all or part of your investment.
The market price of our Class A common stock has been, and will likely continue to be, volatile. Since our IPO in April 2018, our stock price has ranged from $18.06 to $85.65 through December 1, 2023. In addition to the factors discussed in this Quarterly Report on Form 10-Q, the trading prices of the securities of technology companies in general have been highly volatile.
The market price of our Class A common stock may continue to fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
•price and volume fluctuations in the overall stock market or in the trading volume of our shares or the size of our public float;
•negative publicity related to the real or perceived quality of our platform, as well as the failure to timely launch new features, integrations, or services that gain market acceptance;
•actual or anticipated fluctuations in our revenue or other operating metrics;
•changes in the financial projections we provide to the public or our failure to meet financial projections;
•failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;
•recruitment or departure of key personnel;
•changes in accounting standards, policies, guidelines, interpretations, or principles;
•global macroeconomic factors and the market conditions in our industry, including inflation, instability in the global banking sector, and variations in interest rates;
•rumors and market speculation involving our company or other companies in our industry;
•actual or perceived failures or breaches of security or privacy, and the costs associated with responding to and addressing any such actual or perceived failures or breaches;
•announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
•indemnity demands or lawsuits threatened or filed against us;
•other events or factors, including those resulting from wars and conflicts, incidents of terrorism, public health concerns or epidemics, or responses to these events;
•sales of our Class A common stock held by our large institutional shareholders; and
•sales of additional shares of our Class A common stock by us, our directors and executive officers, or our other shareholders.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities. In particular, the stock markets have been volatile in response to macroeconomic conditions such as inflation, instability in the global banking sector, and adjustments to interest rates, geopolitical wars and conflicts, the COVID-19 pandemic, and for companies in the technology industry generally; extreme volatility has also resulted for companies that have been targeted for “short squeeze” opportunities. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and harm our business.
Sales of a substantial amount of our Class A common stock in the public markets, particularly sales by our directors, executive officers, and significant shareholders, or the perception that these sales may occur, may cause the market price of our Class A common stock to decline.
Shares held by our employees, executive officers, directors, and the majority of our security holders are currently tradeable in the public market, subject in certain cases to volume limitations under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), various vesting agreements, as well as our insider trading policy. Sales of a substantial number of shares, or the perception that sales may occur, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.
In addition, we have filed a registration statement to register shares reserved for future issuance under our equity compensation plans. Subject to the satisfaction of vesting conditions, the shares issued upon exercise of outstanding stock options or settlement of outstanding restricted stock units (“RSUs”) or performance stock units (“PSUs”) will be available for immediate resale in the U.S. in the open market.
We may also issue our shares of common stock or securities convertible into shares of our common stock in connection with a financing, acquisition, investment, or otherwise. Any further issuance could result in substantial dilution to our existing shareholders and cause the market price of our Class A common stock to decline.
If securities or industry analysts do not publish research about our company, or publish inaccurate or unfavorable research, then the price and trading volume of our Class A common stock could decline.
The trading market for our Class A common stock will depend, in part, on the research and reports that securities or industry analysts publish about our company, our market, and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on our company on a regular basis, demand for our Class A common stock could decrease, which might cause our market price or trading volume to decline.
Provisions in our corporate charter documents and under Washington law could make an acquisition of our company, which may be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management.
Provisions in our amended and restated articles of incorporation and bylaws may discourage, delay, or prevent a merger, acquisition, or other change in control of our company that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our Class A common stock, thereby depressing the market price. In addition, because our board of directors is responsible for appointing the members of our senior management team, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our board of directors. Among other things, these provisions:
•established a classified board of directors so that not all members of our board are elected at one time;
•permit only the board of directors to establish the number of directors and fill vacancies on the board;
•eliminated the ability of our shareholders to call special meetings of shareholders;
•prohibit shareholder action by written consent unless the consent is unanimous, which requires all shareholder actions to be taken at a meeting of our shareholders;
•established advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by shareholders at annual shareholder meetings;
•prohibit cumulative voting;
•provide that directors may only be removed “for cause” and only with the approval of two-thirds of the voting power of our outstanding shares;
•require supermajority voting to amend some provisions in our amended and restated articles of incorporation and amended and restated bylaws; and
•authorized the issuance of “blank check” preferred stock that our board could use to implement a shareholder rights plan, also known as a “poison pill.”
In addition, under Washington law, shareholders of public companies can act by written consent only by obtaining unanimous written consent. This limit on the ability of our shareholders to act by less than unanimous consent may lengthen the amount of time required to take shareholder action.
Moreover, because we are incorporated in the State of Washington, we are governed by the provisions of the Revised Code of Washington Chapter 23B.19, the Washington Business Corporation Act (“WBCA”), which prohibits a “target corporation” from engaging in any of a broad range of business combinations with any “acquiring person,” which is defined as a person or group of persons who beneficially owns 10% or more of the voting securities of the “target corporation,” for a period of five years following the date on which the shareholder became an “acquiring person.”
Any of these provisions of our charter documents or Washington law could, under certain circumstances, depress the market price of our Class A common stock. See Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the SEC on March 22, 2023 titled “Description of Securities Under Section 12 of the Securities Exchange Act of 1934, as amended.”
Our amended and restated articles of incorporation designate the federal and state courts located within the State of Washington as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or agents.
Our amended and restated articles of incorporation provide that, unless we consent in writing to an alternative forum: the federal courts located in the State of Washington are the sole and exclusive forum for claims under the Securities Act; and the federal and state courts located within the State of Washington (“Washington Courts”) are the sole and exclusive forum for any internal corporate proceedings (as defined in the WBCA), subject to the Washington Courts having personal jurisdiction over the indispensable parties named as defendants and the claim not being one that is vested in the exclusive jurisdiction of a court or forum other than the Washington Courts, or for which the Washington Courts do not have subject matter jurisdiction. Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our amended and restated articles of incorporation.
This choice of forum provision may limit our shareholders’ ability to bring a claim in a judicial forum that it finds favorable for internal corporate proceedings, which may discourage lawsuits even though an action, if successful, might benefit our shareholders. Shareholders who do bring a claim in Washington Courts could face additional litigation costs in pursuing the claim, particularly if they do not reside in or near the State of Washington. Washington Courts may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and any judgments or results may be more favorable to us than to our shareholders. Alternatively, if a court were to find this provision of our amended and restated articles of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving these matters in other jurisdictions, which could have an adverse effect on our business, financial condition or operating results.
Risks Related to Governmental Regulation
We are subject to laws and regulations affecting our business, including those related to marketing, advertising, privacy, data protection and information security. Our actual or perceived failure to comply with laws or regulations could harm our business. Complying with these laws and regulations could also result in additional costs and liabilities to us or inhibit sales of our products and services.
We receive, store, and process personal information and other data from and about customers, our employees, partners, and service providers. In addition, customers use our products and solutions to obtain and store personal information, health information (including protected health information), and personal financial information. Our handling of data is thus subject to a variety of laws and regulations, including regulation by various government agencies, such as the U.S. Federal Trade Commission (the “FTC”), the U.S. Department of Health and Human Services Office for Civil Rights (“OCR”), and various state, local, and foreign agencies and other authorities. Our data handling also is subject to contractual obligations and industry standards.
In addition, we have internal policies and public documentation regarding our collection, processing, use, disclosure, deletion, and security of information. Although we endeavor to comply with our policies and documentation, we may at times fail to do so or face allegations of failure to do so. The publication of our privacy practices and other documentation that include commitments about data privacy and security may subject us to potential actions if they are found to be deceptive, unfair, or otherwise misrepresent our actual practices, which could materially and adversely affect our business, financial condition, and operating results.
In the U.S., we are subject to various laws, regulations, and agency rules and opinions that apply to the collection, processing, disclosure, and security of certain types of data, including the Electronic Communications Privacy Act; the Computer Fraud and Abuse Act; the Gramm Leach Bliley Act (“GLBA”); the Health Insurance Portability and Accountability Act (“HIPAA”); and various state laws relating to privacy and data security, including the CCPA.
Internationally, many countries have established data privacy and security legal frameworks with which we, our customers, and our partners may need to comply. For example, we are subject to the GDPR, U.K. General Data Protection Regulation (“U.K. GDPR”), and the U.K. Data Protection Act 2018, all of which impose stringent data protection and cybersecurity requirements and could increase the risk of non-compliance and the costs of providing our services in a compliant manner. A breach of these statutes could result in regulatory investigations, reputational damage, fines and sanctions, orders to cease or change our processing of our data, enforcement notices, or assessment notices (for a compulsory audit), and civil litigation claims by customers and data subjects. We may also face civil claims including representative actions and other class action-type litigation, potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.
The GDPR and U.K. GDPR also impose strict rules on the transfer of personal data out of the EU or U.K. (as applicable) to a “third country,” including the U.S. Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the EU and the U.K. to the U.S. While we endeavor to appropriately conduct these data transfers, we may not be able to do so in compliance with the evolving framework of data privacy laws and data transfer requirements, and any failure to do so would jeopardize our ability to sell products and services to customers in certain jurisdictions, could lead to significant penalties or liabilities, and could have an adverse effect on our business, financial condition or operating results. Additionally, the relationship between the U.K. and the EU in relation to certain aspects of data protection law remains unclear, and it is unclear how U.K. data protection laws and regulations, including those regarding data transfers to and from the U.K., will develop in the medium to longer term. This uncertainty may lead to additional costs and increase our overall risk exposure.
We expect that new laws, regulations, and industry standards will continue to be proposed and enacted relating to privacy, data protection, marketing, advertising, consumer communications, and information security in the U.S., the EU, and other jurisdictions, and we cannot currently determine the impact these future laws, regulations, and standards may have on our business. Any failure or perceived failure by us to comply with laws, regulations, policies, legal or contractual obligations, industry standards, or regulatory guidance relating to privacy or data security may result in governmental investigations and enforcement actions (including, for example, a ban by EU data protection authorities on the processing of EU personal data under the GDPR); litigation; fines and penalties; adverse publicity; and loss of trust with our customers and partners. Any of the foregoing results could have an adverse effect on our reputation and business.
Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for our products and services and could harm our business.
U.S. federal, state, and foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations relating to Internet usage. The adoption of any laws or regulations that could reduce the growth, popularity, or use of the Internet, including laws or practices regarding Internet neutrality, could decrease the demand for, or the usage of, our products and services, increase our cost of doing business, and harm our operating results. Changes in these laws or regulations, or changes in the application of existing laws and regulations to the Internet and services provided via the Internet, could also require us to modify, in some instances substantially, our platform to maintain compliance. In addition, government agencies or private organizations may begin to impose taxes, fees, or other charges for accessing the Internet or for commerce conducted via the Internet. These laws or charges could limit the growth of Internet-related commerce or communications or reduce demand for Internet-based services and platforms such as ours.
Further, we use email as part of our platform for communication and workflow management. Internet service providers continually develop new technologies to filter messages deemed to be unwanted before they reach users’ inboxes, which may interfere with the deliverability of these email messages. Government regulations and laws regarding electronic communications, evolving practices regarding the use of email, or misuse of our email features by customers could restrict the use of email as part of our platform. Any deliverability issues or restrictions on this use of email would reduce functionality of our platform, impact user adoption, and harm our business.
In addition, the use of the Internet and, in particular, cloud-based solutions, could be adversely affected by delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the Internet has been adversely affected by “viruses,” “worms,” and similar malicious programs; businesses have experienced a variety of outages and other delays as a result of damage to Internet infrastructure. These issues could diminish the overall attractiveness of, and demand for, our platform.
We could be subject to additional sales tax or other tax liabilities.
State, local, and foreign taxing jurisdictions have differing rules and regulations governing sales, use, value added, and other taxes, and these rules and regulations are subject to varying interpretations that may change over time. In particular, the applicability of sales taxes to our platform in various jurisdictions is unclear. It is possible that we could face tax audits and that our liability for these taxes could exceed our estimates as taxing authorities could still assert that we are obligated to collect additional amounts as taxes from our customers and remit those taxes to those authorities. Additionally, we do not collect transaction taxes in all jurisdictions in which we have sales based on our understanding that these taxes are not applicable or that an exemption applies. If we become subject to tax audits in these jurisdictions and a successful assertion is made that we should be collecting sales, use, value added, or other taxes where we have not historically done so, it could result in substantial tax liabilities for past sales; customers deciding not to purchase our products; or harm to our business, operating results, and financial condition.
Further, an increasing number of states and foreign jurisdictions have considered or adopted laws or administrative practices, with or without notice, that impose new taxes on all or a portion of gross revenue or other similar amounts or impose additional obligations on remote sellers to collect transaction taxes such as sales, consumption, value added, or similar taxes. If new laws are adopted in a jurisdiction where we do not collect these taxes, we may not have sufficient lead time to implement systems and processes to collect these taxes. Failure to comply with these laws or administrative practices, or a successful assertion by jurisdictions requiring us to collect taxes where we do not, could result in substantial tax liabilities, including for past sales, as well as penalties and interest. In addition, if the tax authorities in jurisdictions where we are already subject to sales tax or other indirect tax obligations were to successfully challenge our positions, our tax liability could increase substantially.
Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.
As of January 31, 2023, we had U.S. federal net operating loss carryforwards (“NOLs”), of approximately $473.8 million. In general, under Section 382 of the Internal Revenue Code of 1986, as amended (“Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. As a result, our existing NOLs are, and may continue to be, subject to limitations arising from previous ownership changes.
Future changes in our stock ownership, the causes of which may be outside of our control, could result in an ownership change under Section 382 of the Code. Our NOLs may also be impaired under state laws. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to realize any tax benefit from the use of our NOLs.
Changes in tax laws or regulations could be enacted or existing tax laws or regulations could be applied to us or our customers in a manner that could increase the costs of our platform and services and harm our business.
Income, sales, use, value added, or other tax laws, statutes, rules, regulations, or ordinances could be enacted or amended at any time, possibly with retroactive effect, and could be applied solely or disproportionately to products and services provided over the Internet. These enactments or amendments could reduce our sales activity by increasing gross sales prices, inclusive of tax, and ultimately harm our operating results and cash flows.
In addition, global tax developments applicable to multinational businesses could have an adverse impact on our financial condition, results of operations, and cash flows. Such developments, for example, include without limitation certain Organization for Economic Cooperation and Development proposals regarding the implementation of the global minimum tax under the Pillar Two model rules. We are continuing to evaluate the impact of these tax developments as new guidance and regulations are published. Given these developments, we believe that tax authorities in the U.S. and other jurisdictions are likely to increase audit efforts, which could increase the amount of taxes we incur in those jurisdictions, and in turn, increase our global effective tax rate.
The application of U.S. federal, state, local, and international tax laws to services provided electronically is unclear and continuously evolving. Existing tax laws, statutes, rules, regulations, or ordinances could be interpreted or applied adversely to us, possibly with retroactive effect, which could require us or our customers to pay additional tax amounts, as well as require us or our customers to pay fines, penalties, or interest for past amounts. If we are unsuccessful in collecting these taxes due from our customers, we could be held liable for outstanding amounts, which could adversely affect our operating results and harm our business.
Failure to comply with Federal Acquisition Regulation clauses or anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the U.S., could subject us to penalties and other adverse consequences.
We are subject to contractual clauses promulgated under the Federal Acquisition Regulations (“FAR”), the Foreign Corrupt Practices Act (“FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010, and other anti-corruption and anti-money laundering laws in countries in which we conduct activities. We face significant risks if we fail to comply with the FCPA and other anti-corruption and anti-money laundering laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or anything of value to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable anti-corruption and anti-money laundering laws and regulations. As we expand our international business activities, our potential liabilities under these laws and regulations will increase.
In addition, we use various third parties to sell our products and services and conduct our business abroad and with the U.S. federal government. We or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even though these activities would violate our internal policies and even if we do not explicitly authorize these activities. We have implemented an anti-corruption compliance program and adopted an anti-corruption policy, but we cannot assure you that all our employees and agents, as well as those companies to which we outsource certain of our business operations, will comply with our policies and applicable law, and we may be ultimately held responsible for any non-compliance.
Any breach of applicable FAR clauses or violation of the FCPA, the laws underlying the applicable FAR clauses, or other applicable anti-corruption laws or anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, and suspension or debarment from eligibility for U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, operating results, and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.
Governmental export or import controls could limit our ability to compete in foreign markets and subject us to liability if we violate them.
Our products and services may be subject to U.S. export controls, including U.S. Export Administration Regulations administered by the Department of Commerce’s Bureau of Industry and Security, and we incorporate encryption technology into certain features. U.S. export controls may require submissions classifying our products and annual or semi-annual reports. Governmental regulation of encryption technology and regulation of imports or exports of encryption products, or our failure to obtain required import or export authorization or licenses for our products and services, when applicable, could harm our international sales and adversely affect our revenue. Compliance with applicable regulatory requirements regarding the export of our products and services may create delays in the introduction of our feature releases in international markets, prevent our customers with international operations from using our platform and services, or, in some cases, prevent the use of our products and services in some countries or regions altogether. If we fail to comply with these regulations, then we may be subject to criminal and civil penalties.
Furthermore, economic sanctions prohibit the distribution of certain products and the provisioning of technology and services to countries, governments, and persons identified by government sanction programs, including trade sanctions regulations maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control. If we fail to comply with these economic sanctions or fail to maintain controls sufficient to monitor our sanctions compliance on an ongoing basis, we may suffer reputational harm and the government may fine or impose other civil or criminal penalties on us, including a denial of certain export privileges. While our controls and policies are designed to prevent the use of certain products and services in sanctioned countries, or by governments or persons identified by government sanction programs, we may not be able to prevent distribution or use in violation of these sanctions from occurring, and these controls may not be fully effective. Additionally, trade sanctions and similar regulations may experience periods of rapid and complex change, and we may experience difficulties or delays implementing updated compliance protocols.
Moreover, any new export or import restrictions, trade sanctions, new legislation, or shifting approaches in the enforcement or scope of existing regulations could result in decreased use of our products or services by, or in our decreased ability to export or sell our services or access to our platform to, existing or potential customers with international operations. Any decreased use of our products or services, or limitation on our ability to export or sell our services or access to our platform, would likely adversely affect our business.
General Risk Factors
The loss of one or more of our key personnel could harm our business.
Our success depends largely upon the continued service of our senior management team, which provides leadership and contributions in the areas of product development, operations, security, marketing, sales, customer support, human resources, finance and accounting, legal, and compliance. From time to time, there may be changes in our senior management team resulting from the hiring, promotion, or departure of executives, which could disrupt our business.
We do not have employment agreements with any member of our senior management team, and we do not maintain key person life insurance for any employee. The loss of one or more of our key employees or members of our senior management team, especially our President and Chief Executive Officer, Mark P. Mader, may be disruptive to our business.
Contractual disputes or commitments, including indemnity obligations, may be costly, time-consuming, may result in contract or relationship terminations, and could harm our reputation.
The sale of our products and services to customers, and our engagements with other vendors and partners, are contract intensive and we are a party to contracts globally. Contract terms with these counterparties are not always standardized and may be subject to differing interpretations, which could result in contractual disputes. Our contracts with customers contain a wide variety of operational commitments, including security and privacy obligations and regulatory compliance obligations. These commitments are memorialized both in legal agreements and documentation describing the features and functionality of our platform. If we fail to meet our commitments, then our counterparties could notify us of an alleged contract breach; make claims or demands for damages arising from their use of our platform; or otherwise dispute any contractual provision or the accuracy of our documentation; and the resolution of these failures, disputes, claims, or demands in a manner adverse to us could negatively affect our operating results. Even the existence of these issues, or resolution in a manner favorable to us could negatively affect our operating results due to the loss of customer goodwill, termination of revenue-generating contracts, or the costs associated with defending or enforcing our contractual rights.
Further, certain of our customer agreements contain service level commitments. If we are unable to meet the stated service level commitments, including uptime requirements, we may be contractually obligated to provide these affected customers with service credits or refunds which could significantly affect our revenue in the period in which the uptime failure occurs or the period in which the credits are due. We could also face subscription terminations, which may significantly affect both our current and future revenue. We have issued credits and other recompense to customers in the past based on outages experienced by our platform. Additional service level failures could damage our reputation, which would also affect our future revenue and operating results.
Our agreements with customers, vendors, and partners may also include provisions under which we agree to provide certain defense and indemnity obligations for losses suffered or incurred as a result of third-party claims of intellectual property infringement or other commitments or liabilities relating to or arising from our contractual obligations. Indemnity payments and defense costs may be substantial and could harm our business, operating results, and financial condition. Any dispute involving a customer and relating to our indemnity obligations could have adverse effects on our relationship with that customer and other existing or potential customers and may harm our business and operating results. There can be no assurance that contractual provisions will protect us from liability for damages in the event we are sued by parties with which we contract, or if we are called upon to fulfill indemnification obligations.
We may be subject to litigation or regulatory proceedings for a variety of claims, which could adversely affect our operating results, harm our reputation, or otherwise negatively impact our business.
We may be involved as a party to, or an indemnitor in, disputes or regulatory inquiries that arise in the ordinary course of business. These may include demands, claims, lawsuits, arbitration, or regulatory proceedings regarding labor and employment issues, commercial disagreements, securities law violations, merger and acquisition activity, and other matters. For example, we recently settled a lawsuit seeking indemnification from the Company in connection with a lawsuit against a former director and shareholder to which we are not a party. We expect that the number and significance of these potential disputes may increase as our business expands and our company grows larger.
Although we carry general liability, employment practices, and director and officer liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed. Any claims made against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition, operating results, and prospects.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.
Adverse economic and market conditions and reductions in productivity spending may harm our business.
Our business depends on the overall demand for cloud-based collaborative work management platforms and on the economic health of our current and prospective customers. The U.S. has experienced, and may currently be experiencing, cyclical downturns resulting in a significant weakening of the economy, more limited availability of credit, a reduction in business confidence and activity, increased inflation and interest rates, and other difficulties that may affect one or more of the industries to which we sell products and services.
In addition, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kind or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and on March 26, 2023, it was announced that First-Citizens Bank & Trust Company would assume all of SVB’s deposits and loans as of March 27, 2023. While our deposits with SVB are not a significant percentage of our cash and cash equivalents and short-term investments, we will maintain deposits at financial institutions as a part of doing business that could be at risk if another similar event were to occur. Our ongoing cash management strategy is to maintain diversity in our deposit accounts at multiple financial institutions, but there can be no assurance that this strategy will be successful. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, then our ability to access our cash and cash equivalents may be threatened and could have a material adverse effect on our business and financial condition.
Continued uncertainty due to general macroeconomic conditions makes it difficult for us and our customers to accurately forecast and plan future business activities, which could cause customers to delay or reduce their information technology spending. This could result in reductions in sales of our platform and services, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies, and increased price competition. Any of these events could harm our business and operating results. In addition, there can be no assurance that cloud-based collaborative work management and productivity spending levels will increase following any recovery.
Political developments, including wars and conflicts, and their associated effects may harm our business.
Political developments, wars and conflicts, other governmental changes, and trade disputes and tariffs may negatively impact markets and cause weaker macroeconomic conditions. These conditions have created and may in the future create economic, operational, and political uncertainty, including volatility in global financial markets and the value of foreign currencies. For example, the Russia/Ukraine conflict has had and may continue to have a negative impact on global economic and market conditions, and any laws, sanctions, or regulations resulting from the Russia/Ukraine conflict may impact our ability to do business in certain jurisdictions. Any geopolitical wars or conflicts could adversely affect our business in the involved jurisdictions and more broadly in the geographic area surrounding the war or conflict. As we monitor the developments related to and resulting from wars and conflicts, we may be required to adjust our business plans to achieve compliance with applicable law, sanctions, regulations, and, as necessary, to support our customers and employees.
The impact of wars, conflicts, domestic and international political developments, and governmental changes may not be fully realized for several years or more. Uncertainty about these impacts may cause some of our customers or potential customers to curtail spending and may ultimately result in new regulatory, operational, and cost challenges to our global operations. These adverse conditions could result in reductions in sales of our products and services, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies, and increased price competition. Any of these events would likely have an adverse effect on our business, operating results, and financial position.
Expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks.
There is an increasing focus from regulatory bodies, investors, customers, employees, and other stakeholders on corporate responsibility, specifically related to environmental, social, and governance (“ESG”) factors. The SEC has proposed disclosure requirements regarding ESG factors, including the impact our business has on the environment, making it important for reporting companies to increase transparency regarding ESG data. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us and instead invest in our competitors if they believe our policies and practices relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance, and implementation of these tools can be costly both financially and in terms of human capital. The criteria by which companies’ corporate responsibility practices are assessed may change, including as a result of the SEC’s recent proposals, which would require us to establish additional internal controls, engage additional consultants, and incur additional costs related to evaluating our environmental impact and preparing any newly required disclosures. If we elect not to or are unable to satisfy new criteria, investors may conclude that our corporate responsibility policies are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies.
In addition, in the event that we communicate certain initiatives and goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of these initiatives or goals, or we could be criticized for the scope of the initiatives or goals. If we fail to satisfy the expectations of investors, employees, and other stakeholders, or, if our initiatives are not executed as planned, our reputation and business, operating results, and financial condition could be adversely impacted.
Catastrophic events may disrupt our business.
Natural disasters or other catastrophic events may cause damage or disruptions to our operations. Our corporate headquarters are located in the greater Seattle area, which is an earthquake-prone region. We also rely on our network and third-party infrastructure and enterprise applications, internal technology systems, and our website for our development, marketing, operational support, and sales activities. In addition, we utilize banking and financial services to manage our business and financial operations. In the event of a major earthquake, hurricane, or catastrophic event such as fire, power loss, telecommunications failure, a failure of banking or other financial institutions, social unrest, cyber-attack, war, or terrorist attack, our disaster recovery and business continuity plans may be inadequate and we may endure system interruptions; reputational harm; delays in our product development; lengthy interruptions in our platform and services; breaches of data security; loss of critical data; delays in payment processing or the inability to access financial assets; and inability to continue our operations, all of which could harm our operating results. In addition, the long-term effects of climate change on general economic conditions and the technology industry are unclear, and this may heighten or intensify existing risk of natural disasters.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
(a) Unregistered Sales of Equity Securities
None.
Item 5. Other Information
(c) Rule 10b5-1 Plan Elections
During the fiscal quarter ended October 31, 2023, our Chief Financial Officer, Pete Godbole, adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K, Item 408, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as amended (the “Rule”).
The Rule 10b5-1 trading arrangement included a representation from Mr. Godbole to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the plan. A similar representation was made to the Company in connection with the adoption of the plan, as required under the Company’s insider trading policy. Those representations were made as of the date of adoption of the Rule 10b5-1 trading arrangement, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Godbole was unaware, or with respect to any material nonpublic information acquired by Mr. Godbole or the Company after the date of the representation.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Name & Title | | Date Adopted | | Aggregate Number of Shares of Class A Common Stock to be Purchased or Sold Pursuant to Trading Arrangement(1) | | Duration(2) | | Date Terminated |
Pete Godbole - Chief Financial Officer | | September 12, 2023 | | 5,557(3) | | September 12, 2023 - December 22, 2023 | | N/A |
(1) The volume of sales is determined, in part, based on pricing triggers outlined in the trading arrangement.
(2) The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. The arrangement also provides for automatic expiration in the event of liquidation, dissolution, bankruptcy, insolvency, or death, of the adopting person.
(3) The Rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Godbole’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events.
Item 6. Exhibits | | | | | | | | | | | | | | | | | | | | | | | |
| | | Incorporated by Reference | |
Exhibit Number | | Exhibit Title | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 3.1 | | | 10-Q | 001-38464 | 3.1 | June 12, 2018 | |
| 3.2 | | | 10-Q | 001-38464 | 3.2 | June 12, 2018 | |
| 31.1 | | | | | | | X |
| 31.2 | | | | | | | X |
| 32.1* | | | | | | | X |
| 32.2* | | | | | | | X |
| 101 | | The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2023 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations (ii) the Condensed Consolidated Statements of Comprehensive Loss, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | | | | X |
| 104 | | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, formatted in Inline XBRL (included in Exhibit 101). | | | | | X |
* This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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 hereunto duly authorized. | | | | | | | | | | | |
| | | SMARTSHEET INC. |
| | | |
| | By: | /s/ Mark P. Mader |
| | Name: | Mark P. Mader |
| | Title: | President and Chief Executive Officer |
| | | (Principal Executive Officer) |
| | | |
| Date: | December 8, 2023 | | |
| | | | | | | | | | | |
| | By: | /s/ Pete Godbole |
| | Name: | Pete Godbole |
| | Title: | Chief Financial Officer and Treasurer |
| | | (Principal Financial and Accounting Officer) |
| | | |
| Date: | December 8, 2023 | | |
| | | |