10-Q 1 estc-10q_20190731.htm 10-Q estc-10q_20190731.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended July 31, 2019

OR

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

Commission File Number: 001-38675

 

Elastic N.V.

 

The Netherlands

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

800 West El Camino Real, Suite 350

Mountain View, California 94040

(Address of principal executive offices)

(650) 458-2620

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Ordinary shares, Par Value €0.01 Per Share

 

ESTC

 

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, 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 August 31, 2019, the registrant had 76,555,686 ordinary shares, €0.01 par value per share, outstanding.

 

 

 


 

Table of Contents

 

 

 

Page

 

Note Regarding Forward-Looking Statements

3

 

PART I.

FINANCIAL INFORMATION

5

 

 

 

Item 1.

Financial Statements (Unaudited)

5

 

Condensed Consolidated Balance Sheets

5

 

Condensed Consolidated Statements of Operations

6

 

Condensed Consolidated Statements of Comprehensive Loss

7

 

Condensed Consolidated Statements of Convertible Redeemable Preference Shares and Shareholders’ Equity (Deficit)

8

 

Condensed Consolidated Statements of Cash Flows

9

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

10

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

38

Item 4.

Controls and Procedures

38

 

 

 

PART II.

OTHER INFORMATION

40

 

 

 

Item 1.

Legal Proceedings

40

Item 1A.

Risk Factors

40

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

66

Item 3.

Defaults Upon Senior Securities

66

Item 4.

Mine Safety Disclosures

66

Item 5.

Other Information

66

Item 6.

Exhibits

67

Signatures

68

 

2


 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

 

 

 

our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses (including changes in sales and marketing, research and development and general and administrative expenses), and our ability to achieve and maintain future profitability;

 

our ability to continue to deliver and improve our offerings and successfully develop new offerings, including security-related product offerings;

 

customer acceptance and purchase of our existing offerings and new offerings;

 

our service performance and security, including the resources and costs required to prevent, detect and remediate potential security breaches;

 

our ability to maintain and expand our user and customer base;

 

the market for our products not continuing to develop;

 

competition from other products;

 

the impact of foreign currency exchange rate and interest rate fluctuations on our results;

 

the pace of change and innovation in the markets in which we participate and the competitive nature of those markets;

 

our business strategy and our plan to build our business;

 

our ability to effectively manage our growth;

 

our international expansion strategy;

 

our operating results and cash flows;

 

our strategy of acquiring complementary businesses and our ability to successfully integrate acquired businesses and technologies, including our proposed acquisition of Endgame, Inc. (“Endgame”);

 

our proposed acquisition of Endgame, including the potential impact on our operating margin;

 

the impact of acquisitions, including the proposed acquisition of Endgame, on our future product offerings,

 

our beliefs and objectives for future operations;

 

our relationships with third parties, including partners;

 

our ability to protect our intellectual property rights;

 

our ability to develop our brands;

 

the impact of expensing stock options and other equity awards;

 

the sufficiency of our capital resources;

 

our ability to successfully defend litigation brought against us;

 

our ability to successfully expand in our existing markets and into new markets;

 

sufficiency of cash to meet cash needs for at least the next 12 months;

 

our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

 

our ability to attract and retain qualified employees and key personnel; and

 

the future trading prices of our ordinary shares.

 

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

 

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing

3


 

environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

 

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

4


 

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Elastic N.V.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)

 

 

 

July 31, 2019

 

 

April 30, 2019

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

315,152

 

 

$

298,000

 

Restricted cash

 

 

2,261

 

 

 

2,280

 

Accounts receivable, net of allowance for doubtful accounts of $1,372

   and $1,411 as of July 31, 2019 and April 30, 2019, respectively

 

 

57,372

 

 

 

81,274

 

Deferred contract acquisition costs

 

 

14,717

 

 

 

17,215

 

Prepaid expenses and other current assets

 

 

27,932

 

 

 

30,872

 

Total current assets

 

 

417,434

 

 

 

429,641

 

Property and equipment, net

 

 

6,424

 

 

 

5,448

 

Goodwill

 

 

19,770

 

 

 

19,846

 

Operating lease right-of-use assets

 

 

32,110

 

 

 

-

 

Intangible assets, net

 

 

6,061

 

 

 

6,723

 

Deferred contract acquisition costs, non-current

 

 

10,057

 

 

 

8,935

 

Deferred tax assets

 

 

1,716

 

 

 

1,748

 

Other assets

 

 

12,164

 

 

 

13,397

 

Total assets

 

$

505,736

 

 

$

485,738

 

 

 

 

 

 

 

 

 

 

Liabilities, Redeemable Convertible Preferred Shares and Shareholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

6,799

 

 

$

4,450

 

Accrued expenses and other liabilities

 

 

15,066

 

 

 

18,740

 

Accrued compensation and benefits

 

 

20,954

 

 

 

22,147

 

Operating lease liabilities

 

 

6,451

 

 

 

-

 

Deferred revenue

 

 

153,257

 

 

 

158,243

 

Total current liabilities

 

 

202,527

 

 

 

203,580

 

Deferred revenue, non-current

 

 

16,511

 

 

 

12,423

 

Operating lease liabilities, non-current

 

 

26,868

 

 

 

-

 

Other liabilities, non-current

 

 

4,780

 

 

 

6,723

 

Total liabilities

 

 

250,686

 

 

 

222,726

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Convertible preference shares, €0.01 par value; 165,000,000 shares authorized, 0 shares

   issued and outstanding as of July 31, 2019 and April 30, 2019

 

 

-

 

 

 

-

 

Ordinary shares, par value €0.01 per share: 165,000,000 shares authorized;

    76,259,361 and 73,675,083 shares issued and outstanding as of July 31, 2019 and

    April 30, 2019, respectively

 

 

782

 

 

 

754

 

Treasury stock, 35,937 shares (repurchased at an average price of $10.30

   per share)

 

 

(369

)

 

 

(369

)

Additional paid-in capital

 

 

614,532

 

 

 

581,135

 

Accumulated other comprehensive loss

 

 

(1,049

)

 

 

(1,431

)

Accumulated deficit

 

 

(358,846

)

 

 

(317,077

)

Total shareholders’ equity

 

 

255,050

 

 

 

263,012

 

Total liabilities, redeemable convertible preference shares and shareholders’ equity

 

$

505,736

 

 

$

485,738

 

 

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

5


 

Elastic N.V.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

 

 

 

Three Months Ended July 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

License - self-managed

 

$

9,907

 

 

$

7,240

 

Subscription - self-managed and SaaS

 

 

72,483

 

 

 

44,369

 

Total subscription revenue

 

 

82,390

 

 

 

51,609

 

Professional services

 

 

7,320

 

 

 

5,035

 

Total revenue

 

 

89,710

 

 

 

56,644

 

Cost of revenue

 

 

 

 

 

 

 

 

Cost of license - self-managed

 

 

97

 

 

 

97

 

Cost of subscription - self-managed and SaaS

 

 

17,895

 

 

 

10,201

 

Total cost of revenue - subscription

 

 

17,992

 

 

 

10,298

 

Cost of professional services

 

 

8,259

 

 

 

5,259

 

Total cost of revenue

 

 

26,251

 

 

 

15,557

 

Gross profit

 

 

63,459

 

 

 

41,087

 

Operating expenses

 

 

 

 

 

 

 

 

Research and development

 

 

35,182

 

 

 

18,981

 

Sales and marketing

 

 

52,011

 

 

 

30,422

 

General and administrative

 

 

18,568

 

 

 

10,099

 

Total operating expenses

 

 

105,761

 

 

 

59,502

 

Operating loss

 

 

(42,302

)

 

 

(18,415

)

Other income, net

 

 

931

 

 

 

596

 

Loss before income taxes

 

 

(41,371

)

 

 

(17,819

)

Provision for income taxes

 

 

398

 

 

 

759

 

Net loss

 

$

(41,769

)

 

$

(18,578

)

Net loss per share attributable to ordinary shareholders, basic

   and diluted

 

$

(0.56

)

 

$

(0.56

)

Weighted-average shares used to compute net loss per share

   attributable to ordinary shareholders, basic and diluted

 

 

74,643,782

 

 

 

32,978,163

 

 

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

 

 

6


 

Elastic N.V.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)

 

 

 

Three Months Ended July 31,

 

 

 

2019

 

 

2018

 

Net loss

 

$

(41,769

)

 

$

(18,578

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

382

 

 

 

(738

)

Other comprehensive income (loss)

 

 

382

 

 

 

(738

)

Total comprehensive loss

 

$

(41,387

)

 

$

(19,316

)

 

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

 

7


 

Elastic N.V.

Condensed Consolidated Statements of Redeemable Convertible Preference Shares

and Shareholders’ Equity (Deficit)

(in thousands, except share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Redeemable Convertible

 

 

 

 

 

 

 

 

 

 

 

Treasury

 

 

Additional

 

 

Other

 

 

 

 

 

 

Total

 

 

Preference Shares

 

 

 

Ordinary Shares

 

 

Shares

 

 

Paid-in

 

 

Comprehensive

 

 

Accumulated

 

 

Shareholders'

 

 

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Amount

 

 

Capital

 

 

Loss

 

 

Deficit

 

 

Equity

 

Balances at April 30, 2019

 

-

 

 

$

-

 

 

 

 

73,675,083

 

 

$

754

 

 

$

(369

)

 

$

581,135

 

 

$

(1,431

)

 

$

(317,077

)

 

$

263,012

 

Issuance of ordinary shares upon exercise of

   stock options

 

-

 

 

 

-

 

 

 

 

2,533,891

 

 

 

27

 

 

 

-

 

 

 

20,085

 

 

 

-

 

 

 

-

 

 

 

20,112

 

Issuance of ordinary shares upon

    release of restricted stock units

 

-

 

 

 

-

 

 

 

 

50,387

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

Vesting of ordinary shares subject to repurchase

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,612

 

 

 

-

 

 

 

-

 

 

 

1,612

 

Stock-based compensation

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,700

 

 

 

-

 

 

 

-

 

 

 

11,700

 

Net loss

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(41,769

)

 

 

(41,769

)

Foreign currency translation

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

382

 

 

 

-

 

 

 

382

 

Balances at July 31, 2019

 

-

 

 

$

-

 

 

 

 

76,259,361

 

 

$

782

 

 

$

(369

)

 

$

614,532

 

 

$

(1,049

)

 

$

(358,846

)

 

$

255,050

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Redeemable Convertible

 

 

 

 

 

 

 

 

 

 

 

Treasury

 

 

Additional

 

 

Other

 

 

 

 

 

 

Total

 

 

Preference Shares

 

 

 

Ordinary Shares

 

 

Shares

 

 

Paid-in

 

 

Comprehensive

 

 

Accumulated

 

 

Shareholders'

 

 

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Amount

 

 

Capital

 

 

Loss

 

 

Deficit

 

 

Deficit

 

Balances at April 30, 2018

 

28,939,466

 

 

$

200,921

 

 

 

 

33,232,955

 

 

$

33

 

 

$

(369

)

 

$

62,542

 

 

$

(961

)

 

$

(214,774

)

 

$

(153,529

)

Issuance of ordinary shares upon exercise of

   stock options

 

-

 

 

 

-

 

 

 

 

229,464

 

 

 

-

 

 

 

-

 

 

 

649

 

 

 

-

 

 

 

-

 

 

 

649

 

Ordinary shares issued in connection with

    the acquisition of Lambda Lab

 

-

 

 

 

-

 

 

 

 

134,474

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Vesting of ordinary shares subject to

    repurchase

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

449

 

 

 

-

 

 

 

-

 

 

 

449

 

Repurchase of early exercised stock options

 

 

 

 

 

 

 

 

 

 

(43,630

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock-based compensation

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,428

 

 

 

-

 

 

 

-

 

 

 

5,428

 

Net loss

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(18,578

)

 

 

(18,578

)

Foreign currency translation

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(738

)

 

 

-

 

 

 

(738

)

Balances at July 31, 2018

 

28,939,466

 

 

$

200,921

 

 

 

 

33,553,263

 

 

$

33

 

 

$

(369

)

 

$

69,068

 

 

$

(1,699

)

 

$

(233,352

)

 

$

(166,319

)

 

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

 

 

 

8


 

Elastic N.V.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

Three Months Ended July 31,

 

 

 

2019

 

 

2018

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(41,769

)

 

$

(18,578

)

Adjustments to reconcile net loss to cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,288

 

 

 

1,542

 

Amortization of deferred contract acquisition costs

 

 

6,723

 

 

 

4,019

 

Non-cash operating lease cost

 

 

1,347

 

 

 

-

 

Stock-based compensation expense

 

 

12,771

 

 

 

5,665

 

Deferred income taxes

 

 

19

 

 

 

868

 

Changes in operating assets and liabilities, net of impact of business acquisitions:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

23,528

 

 

 

9,148

 

Deferred contract acquisition costs

 

 

(5,515

)

 

 

(4,519

)

Prepaid expenses and other current assets

 

 

2,570

 

 

 

1,043

 

Other assets

 

 

1,055

 

 

 

665

 

Accounts payable

 

 

2,288

 

 

 

3,182

 

Accrued expenses and other liabilities

 

 

(2,866

)

 

 

2,877

 

Accrued compensation and benefits

 

 

(1,817

)

 

 

(3,154

)

Operating lease liabilities

 

 

(1,283

)

 

 

-

 

Deferred revenue

 

 

(33

)

 

 

2,368

 

Net cash (used in) provided by operating activities

 

 

(1,694

)

 

 

5,126

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(1,585

)

 

 

(336

)

Business acquisitions, net of cash acquired

 

 

-

 

 

 

(1,986

)

Net cash used in investing activities

 

 

(1,585

)

 

 

(2,322

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from issuance of ordinary shares upon exercise of stock options

 

 

20,113

 

 

 

649

 

Repurchase of early exercised options

 

 

-

 

 

 

(500

)

Repayment of notes payable

 

 

(30

)

 

 

(20

)

Net cash provided by financing activities

 

 

20,083

 

 

 

129

 

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

 

 

329

 

 

 

(1,179

)

Net increase in cash, cash equivalents, and restricted cash

 

 

17,133

 

 

 

1,754

 

Cash, cash equivalents, and restricted cash, beginning of period

 

 

300,280

 

 

 

51,609

 

Cash, cash equivalents, and restricted cash, end of period

 

$

317,413

 

 

$

53,363

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

625

 

 

$

397

 

Cash paid for operating lease liabilities

 

$

1,579

 

 

$

-

 

Cash paid for interest

 

$

1

 

 

$

2

 

Supplemental disclosures of non-cash investing and financing information

 

 

 

 

 

 

 

 

Purchases of property and equipment included in accounts payable

 

$

107

 

 

$

62

 

Operating lease right-of-use assets exchanged for lease obligations

 

$

5,335

 

 

$

-

 

Vesting of shares subject to repurchase

 

$

1,612

 

 

$

449

 

Deferred offering costs accrued, unpaid

 

$

-

 

 

$

1,893

 

 

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

9


 

 

Elastic N.V.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Organization and Description of Business

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

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim condensed consolidated balance sheet as of July 31, 2019, the interim condensed consolidated statements of operations and of comprehensive loss, interim condensed consolidated statements of cash flows and interim condensed statements of redeemable convertible preference shares and shareholders’ equity (deficit) for the three months ended July 31, 2019 and 2018, are unaudited. These interim condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state the Company’s financial position as of July 31, 2019 and the results of the Company’s operations, its statements of redeemable convertible preference shares and shareholders’ equity (deficit) and cash flows for the three months ended July 31, 2019 and 2018. The financial data and other financial information disclosure in the notes to these interim condensed consolidated financial statements related to the three month periods are also unaudited.  The results for the three months ended July 31, 2019 are not necessarily indicative of the operating results expected for the fiscal year ending April 30, 2020, or any future period.

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

Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited interim condensed consolidated financial statements and accompanying footnotes should be read in conjunction with the Company’s annual consolidated financial statements and related footnotes included in its Annual Report on Form 10-K for the fiscal year ended April 30, 2019 filed with the SEC on June 28, 2019.

Fiscal Year

The Company’s fiscal year ends on April 30. References to fiscal 2020, for example, refer to the fiscal year ending April 30, 2020.

Use of Estimates and Judgments

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

Reclassifications

Certain prior period amounts in the statement of cash flows have been reclassified in order to conform to the current period presentation. These reclassifications had no effect on the previously reported net loss.

10


 

Emerging Growth Company Status

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

 

Significant Accounting Policies

          Other than described below, there have been no changes to the Company’s significant accounting policies described in its  Annual Report on Form 10-K that have had a material impact on its consolidated financial statements and related notes.

Leases

           Leases arise from contractual obligations that convey the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company determines whether an arrangement is or contains a lease at inception, based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. At the lease commencement date, the Company determines the lease classification between finance and operating and recognizes a right-of-use asset and corresponding lease liability for each lease component.  A right-of-use asset represents the Company’s right to use an underlying asset and a lease liability represents the Company’s obligation to make payments during the lease term. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease components and non-lease components as a single lease component.

 

           The lease liability is initially measured as the present value of the remaining lease payments over the lease term. The discount rate used to determine the present value is the Company’s incremental borrowing rate unless the interest rate implicit in the lease is readily determinable. The Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The right-of-use asset is initially measured as the present value of the lease payments, adjusted for initial direct costs, prepaid lease payments to lessors and lease incentives.

Deferred contract acquisition costs

Deferred contract acquisition costs represent costs that are incremental to the acquisition of customer contracts, which consist mainly of sales commissions and associated payroll taxes. The Company determines whether costs should be deferred based on sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract.

During the three months ended July 31, 2019, the Company updated its sales commissions plan by incorporating different commission rates for initial subscription contract sales and subsequent subscription renewals.  Subsequent to this change, sales commissions for renewal of a subscription contract are not considered commensurate with the commissions paid for the acquisition of the initial subscription contract given the substantive difference in commission rates in proportion to their respective contract values. Effective May 1, 2019, commissions paid upon the initial acquisition of a contract are amortized over an estimated period of benefit of five years while commissions paid for renewal contracts are amortized based on the pattern of the associated revenue recognition over the related contractual renewal period for the pool of renewal contracts. The Company determines the period of benefit for commissions paid for the acquisition of the initial subscription contract by taking into consideration its initial estimated customer life and the technological life of its software and related significant features. Deferred contract acquisition costs are expensed commensurate with the pattern of revenue recognition as performance obligations are satisfied. Commissions paid on professional services are typically amortized in accordance with the associated revenue as the commissions paid on new and renewal professional services are commensurate with each other. Amortization of deferred contract acquisition costs is recognized in sales and marketing expense in the consolidated statement of operations.

The Company periodically reviews the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs.

Further disclosures with respect to the Company’s deferred contract acquisition costs are also included in Note 5, Balance Sheet Components.

Recently Adopted Accounting Pronouncements

Leases:    In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, codified as Accounting Standards Codification 842 (“ASC 842”), which requires lessees to record the assets and

11


 

liabilities arising from all leases, with the exception of short-term leases, on the balance sheet. Under ASC 842, lessees recognize a liability for lease payments and a right-of-use asset. This guidance retains the distinction between finance leases and operating leases and the classification criteria for finance leases remains similar. For finance leases, a lessee recognizes the interest on a lease liability separate from amortization of the right-of-use asset. In addition, repayments of the principal amount are presented within financing activities, and interest payments are presented within operating activities in the statement of cash flows. For operating leases, a lessee recognizes a single lease cost on a straight-line basis and classifies all cash payments within operating activities in the statement of cash flows.

 

The Company adopted the new lease accounting standard effective May 1, 2019 using the additional transition method described in ASU No. 2018-11, Leases – Targeted Improvements, which was issued in July 2018. Under the additional transition method, the Company recognized the cumulative effect of initially applying the guidance as an adjustment to the operating lease right-of-use assets and operating lease liabilities on its condensed consolidated balance sheet on May 1, 2019 without retrospective application to comparative periods. Upon adoption, the Company elected the following:

 

the package of practical expedients which allows for not reassessing (1) whether existing contracts contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition,

 

the practical expedient in ASC Subtopic 842-10 to not separate non-lease components from lease components and instead account for each separate lease component and non-lease components associated with that lease component as a single lease component by class of the underlying asset, and

 

not to recognize right-of-use assets and lease liabilities for short-term leases, which have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.

 

The adoption of ASC 842 resulted in recognition of right-of-use assets of $28.1 million, which included the impact of existing deferred rents of $1.0 million, prepaid rent of $0.2 million and lease liabilities of $28.9 million as of May 1, 2019. See Note 8, Leases, for additional details.

 

The adoption of the new lease accounting standard had no impact on cash provided by or used in operating, investing or financing activities in the Company’s condensed consolidated statements of cash flows. The adoption of the new lease accounting standard did not impact the Company’s condensed consolidated statements of operations nor previously reported financial results.

New Accounting Pronouncements Not Yet Adopted

Credit Losses:  In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since issued various amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The standard and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2021, though early adoption is permitted. The Company is currently evaluating the potential impact of this ASU on its consolidated financial statements.

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

Fair Value Measurements:   In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies, removes and adds certain disclosure requirements on fair value measurements based on the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The new guidance becomes effective for the Company for the fiscal year ending April 30,

12


 

2021. Early adoption is permitted. The Company does not expect the adoption of the new accounting standard will have a material impact on its consolidated financial statements.

Intangible Assets:  In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40), which align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2021, though early adoption is permitted. The Company is currently evaluating the potential impact of this ASU on its consolidated financial statements.

3. Revenue and Performance Obligations

Disaggregation of Revenue

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

 

 

 

Three Months Ended July 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

Total

 

 

 

Amount

 

 

Revenue

 

 

Amount

 

 

Revenue

 

Self-managed subscription

 

$

64,812

 

 

 

72

%

 

$

41,312

 

 

 

73

%

License

 

 

9,907

 

 

 

11

%

 

 

7,240

 

 

 

13

%

Subscription

 

 

54,905

 

 

 

61

%

 

 

34,072

 

 

 

60

%

SaaS

 

 

17,578

 

 

 

20

%

 

 

10,297

 

 

 

18

%

Total subscription revenue

 

 

82,390

 

 

 

92

%

 

 

51,609

 

 

 

91

%

Professional services

 

 

7,320

 

 

 

8

%

 

 

5,035

 

 

 

9

%

Total revenue

 

$

89,710

 

 

 

100

%

 

$

56,644

 

 

 

100

%

 

Remaining Performance Obligations

As of July 31, 2019, the Company had $362.8 million of remaining performance obligations, which is comprised of product and services revenue not yet delivered. As of July 31, 2019, the Company expects to recognize approximately 88% of its remaining performance obligations as revenue over the next 24 months and the remainder thereafter.

 

4. Fair Value Measurements

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

The following table summarizes assets that are measured at fair value on a recurring basis as of July 31, 2019 and April 30, 2018 (in thousands):

 

July 31, 2019

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

261,864

 

 

$

-

 

 

$

-

 

 

$

261,864