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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2016
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-36766
New Relic, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
26-2017431
(I.R.S. Employer
Identification No.)
188 Spear Street, Suite 1200
San Francisco, California 94105
(Address of principal executive offices, including zip code)
(650) 777-7600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.001 per share
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨
No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x
No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated
filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Non-accelerated filer
¨
(Do not check if a small reporting company)
Accelerated filer
Small reporting company
¨
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on
September 30, 2015 as reported by the New York Stock Exchange on such date, was approximately $811,947,727. Shares of the registrant’s common stock held by each executive officer,
director and holder of 10% or more of the outstanding common stock (as determined based on public filings) have been excluded in that such persons may be deemed to be affiliates. This
calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.
As of May 13, 2016, there were 50,060,926 shares of the registrant’s common stock, par value $0.001 per share, outstanding.
Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where
indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended March 31, 2016.
Table of Contents
TABLE OF CONTENTS
Special Note Regarding Forward-Looking Statements
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Signatures
Exhibit Index
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws, which statements involve
substantial risks 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,” “shall,” “might,” “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 Annual Report on Form 10-K include, but
are not limited to, statements about:
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our future financial performance, including our revenue, cost of revenue, gross profit, gross margin, operating expenses, ability to generate positive
cash flow, and ability to achieve and maintain profitability;
the sufficiency of our cash and cash equivalents to meet our liquidity needs;
our ability to attract and retain customers to use our products, to optimize the pricing for our products, to expand our sales to our customers, and
convince our existing customers to renew subscriptions;
the evolution of technologies affecting our products and markets;
our ability to innovate and provide a superior user experience and our intentions and strategy with respect thereto;
our ability to successfully penetrate enterprise markets;
our ability to successfully expand in our existing markets and into new markets, including international markets;
the attraction and retention of key personnel;
our ability to effectively manage our growth and future expenses;
our ability to maintain, protect, and enhance our intellectual property;
worldwide economic conditions and their impact on spending; and
our ability to comply with modified or new laws and regulations applying to our business, including privacy and data security regulations.
We caution you that the foregoing list does not contain all of the forward-looking statements made in this Annual Report on Form 10-K.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this
Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business,
financial condition, operating results, 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 Annual Report on Form 10-K. Moreover, we operate in a very competitive and
rapidly changing 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 Annual Report on Form 10-K. 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 Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We
undertake no obligation to update any forward-looking statements
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made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the
occurrence of unanticipated events, 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.
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Item 1. Business
Overview
PART I
We are defining a new category of enterprise software we call Software Analytics. Our cloud-based platform and suite of products, which we call the New
Relic Software Analytics Cloud, enables organizations to collect, store, and analyze massive amounts of software data in real time so they can better understand
their application performance, improve customer experience, and achieve business success. We design all our products to be highly intuitive and frictionless; they
are easy to deploy, and customers can rapidly, often within minutes, realize benefits and results. Software developers can build better applications faster, as they
can see how their software will perform and is actually performing for end-users. IT operations teams can use our products to quickly find and fix performance
problems as well as prevent future issues. Business users such as product managers can get answers to how their new product launch is being received, or how a
pricing change impacted customer retention, without waiting for help from IT. For each of these audiences — software developers, IT operations, and business
users—we aim to be the first, best place to look to understand their digital business. As of March 31, 2016, we had 13,518 paid business accounts, 5,887 paid
business accounts with annual recurring revenue over $5,000, and annualized revenue per average paid business account of $15,761. A single customer may have
multiple paid business accounts for separate divisions, segments, or subsidiaries.
Software has become increasingly critical to businesses and consumers worldwide, from online retailing to social networking to customer relationship
management. This software is found in applications and throughout the architectures on which those applications run: servers, websites, operating systems, mobile
devices, and other IT assets. The use of this software generates huge volumes of data about how it is performing, the end-user experience, and the transactions
flowing through it. Historically, organizations collected and analyzed only a small fraction of this data due to technology and business constraints, including high
costs and limited benefits, except for specific use cases such as application performance management, clickstream analysis, and web traffic measurement. Legacy
software products were typically customized, expensive, required training, and thus limited to business-critical applications within large organizations. As a result,
the vast majority of software data has been underutilized.
Several fundamental technology and business trends are enabling Software Analytics today. As software has become increasingly critical, it contains more of
the data that organizations need to make key decisions. As cloud computing and software-as-a-service, or SaaS, replace on-premise architectures, more data is
being generated and analyzed. Software developers are rapidly increasing in stature and influence within organizations, and able to shape IT trends such as cloud
adoption. New technologies have been developed to enable greater storage and faster analysis of massive quantities of data with greater speed and flexibility.
In light of these trends, we saw the opportunity for Software Analytics to empower technology and business users to make use of this underutilized software
data. We provide customers with our software code, called agents, to add to their applications and infrastructure quickly and easily. These intelligent agents enable
our users to identify vast amounts of data they would like to have sent to our cloud-based, big data database. Our database stores and organizes the data that we
receive from our users for analysis through a simple dashboard interface that users can easily configure to monitor their key metrics and quickly make queries using
simple phrases. Our intuitive and frictionless product design results in users being able to quickly receive analysis of their data. With this visibility, developers and
operations teams can significantly improve the quality of their digital initiatives, and business and technology users can get real-time insights about their business.
Our New Relic Software Analytics Cloud is made up of an integrated suite of products, a big data database, and an open platform. All of our products have a
simple user interface, and require minimal training or integration. Our products for technology users focus on software performance management and monitoring
and
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include New Relic APM (Application Performance Management), New Relic Mobile, New Relic Servers, New Relic Browser, and New Relic Synthetics. Built
into the core of our technology platform, New Relic Insights provides big data analytics to both business and technology users that enable them to easily extract
actionable information from the massive quantities of data flowing through their software. In addition to these products, we offer key platform capabilities in the
form of New Relic Alerts and New Relic Plugins. New Relic Alerts offers policy management that delivers alerts across our entire suite of products. New Relic
Plugins offers a plugin architecture including application programming interfaces, or APIs, and software development kits, or SDKs, for customers and partners to
embed and extend our solution into their products. Today, there are hundreds of plugins to extend our functionality to other applications and infrastructures
including Amazon Web Services, Microsoft Azure, MongoDB, and Oracle mySQL.
Our go-to-market strategy centers on creating a frictionless experience for our customers, enabling them to quickly see results and share their insights
broadly across their company. We combine grassroots user adoption with both low-touch and high-touch sales approaches. Our products are easy to download and
use, which allowed us to build a large base of users and smaller organizations before we even began to grow and develop our enterprise sales organization. Over
time, users within larger organizations began to grow our footprint within their companies, as they often purchase our products for a specific use case and
subsequently expand their use of our products. This has led many of our top customers to develop into accounts with hundreds of users across multiple roles, each
accessing a common set of data through the New Relic Software Analytics Cloud to answer questions about their digital business. We continue to build our direct
enterprise sales and support operation in order to better market to and support larger organizations, which represent a growing portion of our revenue.
We have achieved rapid customer adoption, high customer retention, and significant growth since our founding. For our fiscal years ended March 31, 2016,
2015, and 2014, our revenue was $181.3 million, $110.4 million, and $63.2 million, respectively, representing year-over-year growth of 64% from the fiscal year
ended March 31, 2015 to the fiscal year ended March 31, 2016, and 75% from the fiscal year ended March 31, 2014 to the fiscal year ended March 31, 2015. We
had net losses of $67.5 million, $50.1 million, and $40.2 million for our fiscal years ended March 31, 2016, 2015, and 2014, respectively.
We were formed in Delaware in September 2007 as New Relic Software, LLC. We converted from a Delaware limited liability company to a Delaware
corporation and changed our name to New Relic, Inc. in February 2008. Our principal executive offices are located at 188 Spear Street, Suite 1200, San Francisco,
California 94105, and our telephone number is (650) 777-7600. Our website address is www.newrelic.com
. Information contained on, or that can be accessed
through, our website is not intended to be incorporated by reference into this Annual Report on Form 10-K and references to our website address in this Annual
Report on Form 10-K are inactive textual references only. We completed our initial public offering in December 2014 and our common stock is listed on the New
York Stock Exchange under the symbol “NEWR.” Unless the context requires otherwise, the words “New Relic,” “we,” “Company,” “us,” and “our” refer to New
Relic, Inc. and our wholly owned subsidiaries. “New Relic,” the New Relic logo, and other trademarks or service marks of New Relic that may appear in this
Annual Report on Form 10-K are our property. This Annual Report on Form 10-K contains additional trade names, trademarks, and service marks of other
companies. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or
sponsorship of us by, these other companies.
Our Solution
We have developed the New Relic Software Analytics Cloud suite of products, big data database, and open platform to help technology and business users
make real-time, data-driven decisions to improve business and IT performance. In addition, developers and operations teams can build better software, build it
faster, and keep it running optimally for better end-user experiences. Our solution enables users to collect, store, and analyze vast quantities of data flowing through
and about their software.
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We currently offer an integrated suite of products and platform capabilities that we continue to enhance and expand:
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New Relic APM : Application performance management
New Relic Mobile : Mobile application performance management
New Relic Servers : Server monitoring for cloud and data centers
New Relic Browser : End-user experience monitoring and performance monitoring
New Relic Synthetics : Software testing through simulated usage
New Relic Insights : Real-time big data analytics for business managers
New Relic Alerts : Policy management that delivers alerts across our entire suite of products
New Relic Plugins : Plugins to extend the functionality of our products into other applications
This suite of products and platform capabilities use a common infrastructure to enable customers to:
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Collect. Our intelligent agents are software code that developers and operations teams easily deploy into their applications and related IT
infrastructure, including physical and virtual servers, browsers, and mobile devices. These agents configure automatically to their particular IT
environment and collect and send event and performance data that is defined by the customer securely to our proprietary cloud database. The agents
typically send this information once a minute, and are designed to cause minimal latency on the application.
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Store. Data received from the agents deployed by our customers is stored in our highly secure and scalable cloud-based, big data database. Our
database has been crafted so that our customers do not need to build or maintain their own big data solution for Software Analytics. We optimized this
database to store data as well as handle the analytics and queries that we believe are important to drive decision making. Customers can easily define
which data they want to collect and store for analysis.
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Analyze. Our simple and intuitive user interface consists of a dashboard of graphical charts for key performance indicators, which are easily
configurable and enable deep drill-down and root cause analysis. Our New Relic Insights product includes two ways for technical and non-technical
users to drill down into their data, diagnose problems, and make more informed decisions. New Relic Insights offers a visual Data Explorer that
enables a user to understand data attributes, and drill down on graphs and attributes utilizing an intuitive point-and-click interface. New Relic Insights
also offers a field for queries utilizing the New Relic Query Language, or NRQL, similar to the commonly used Structured Query Language, or SQL.
Users can type a simple query into the NRQL field and receive the answer in a range of visual and graphical formats. We also provide a feature within
New Relic Insights called Data Apps that enables users to create and publish a set of customer-curated dashboards, along with an optional search field,
for use by non-technical business users.
Key Elements of Our Solution
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SaaS-Based Delivery Model. We designed our products based on cloud architecture and a SaaS delivery model. We are able to provide frequent
updates to our software enabling us to continuously improve it to reflect technology developments. This delivers a wide range of technology and
financial benefits over on-premise architectures, including potential faster time to market, accelerated return on investment, and lower total cost of
ownership.
Scalable, Flexible Cloud Architecture. Our customers can collectively analyze billions of data points every second. Because we built our technology
with a multi-tenant cloud architecture, customers can leverage its scale to rapidly run queries and get answers—without having to build their own
expensive infrastructure.
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Flexibility to Manage Cloud, Hybrid, and On-Premise Architectures. In addition to modern cloud architectures, our SaaS solution can manage hybrid
cloud and heterogeneous architectures, including on-premise software. Users are able to rapidly deploy our agents globally across their IT
environment.
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Built for Modern Software. We support a broad range of software development languages and frameworks from the widely used Java and .NET, to
more modern languages such as Ruby, PHP, Python, and Node.js, as well as mobile operating systems including iOS and Android. Our agents are
easily embedded into applications built using all of these languages, without the need for customized coding.
Mobile Enabled. We provide a native mobile version of our Software Analytics products with nearly all functionality accessible and usable through
mobile devices. Our products are designed to anticipate and handle the complexity of mobile architectures, such as mobile carrier performance and
user location.
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Big Data Database and Analytics. Our proprietary, cloud-based database leverages modern big data technologies, including in-memory storage and
distributed clustering techniques, which enable our users to collect and store billions of events and data points each day. Our database structure allows
customers to easily build dashboards or make queries to deliver real-time insights.
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Easy and Intuitive. We design our products to be simple, intuitive, and user-friendly. Users are able to learn, deploy, and begin using our products
with minimal or no training, often within a few minutes. This is important for developers and operations teams who do not need to do extra coding or
configuration to use our products. It is also important for business and technical users who can leverage our products to augment their existing
knowledge of applications and infrastructure.
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Low Total Cost of Ownership. We price our products on a subscription basis, with flexible pricing plans so each customer is only paying for the
products and usage they are consuming. Our customers do not need to invest in additional hardware, infrastructure, or services to utilize our products.
Integrated Suite. Our suite currently consists of six products and two platform capabilities that are integrated, share a common design and user
interface, and access the same cloud-based database structure. Users can move seamlessly among different analytic categories and use cases for their
software data. Users are able to easily add additional products to extend their ability to obtain insights from their same or new portions of their
software data.
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Extensible Platform. We provide APIs and SDKs for customers, partners, and developers to easily build applications that integrate with and embed
our product functionality into other applications. Today, there are hundreds of plugins developed internally or by third parties making it even easier to
embed our products into specific use cases. This enables our users to tailor our products to specific use cases and industries beyond the programming
languages, frameworks, and operating systems that we support.
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Enterprise Grade Security. Our products are designed to be secure. By default, our software data transmissions are encrypted in transit and stored in
our secure tier 3 SSAE-16 certified data center. We also perform an annual SOC-2 type 2 audit. In addition, our management tools provide
administrators with highly granular security controls including user provisioning, access, and privileges.
Benefits of Our Solution
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Software Developers. Software developers can use our products to monitor a broad range of traditional and modern development languages and
frameworks. With our products, they can better monitor software performance to continuously improve it as well as fix and prevent problems.
Developers can build better software, build it faster, and keep it running optimally for better end-user experiences.
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IT Operations Users. Technology users can easily deploy our products across their IT architectures to monitor overall health and performance. They
can more rapidly identify problems, isolate root causes, and address problems. Our analytics tools also enable them to prevent future issues.
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Business Users. Business users can use our products to obtain deep real-time analytics about their business. They are able to access, interact, and
analyze various dimensions of massive amounts of application, customer experience, and business data to drive business outcomes when traditional
on-premise solutions have struggled to keep up with the scale and variety of data. Business users are also able to easily configure their graphical
dashboards of key performance indicators, or quickly make queries, without needing to wait for a data scientist to design a new report or program a
new query.
Limitations of Existing Solutions
A number of legacy and emerging companies provide products to collect and analyze software data for business and technology managers. However, these
suffer from a range of limitations including:
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Difficult and Time-Consuming. Existing solutions typically require developers and technology and business users to undergo upfront and ongoing
user training to learn. The solutions are often customized and provisioned over the course of several months through the central IT function. Any
changes to the collection, storage, or analyses of data needs to go through the IT group or specialized data scientists.
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High Total Cost of Ownership. The majority of existing products has been deployed on-premise, requiring substantial upfront investments in IT
infrastructure and extensive implementation, customization, maintenance, and training costs. Organizations often choose not to deploy these products,
or postpone implementations of upgraded versions, due to concerns relating to the substantial costs involved.
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On-Premise Architectures. Solutions built for legacy, on-premise architectures are highly customized, expensive to purchase and operate, and require
frequent upgrades and maintenance. In addition, they are fundamentally unable to adapt to cloud architectures and SaaS models. They typically rely on
systems to collect, store, and analyze data which are highly specific to the particular customer’s software applications and environment at a point in
time. For example, the agents for collecting data need to be highly customized and typically involve significant latency to send data.
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Support Limited to Legacy Software. Developers using new languages and frameworks to build modern software need solutions that understand them.
Most legacy solutions were built to understand COBOL, C++, Java, and .NET. However, modern languages and frameworks such as Ruby, PHP,
Python, and Node.js represent a large and growing proportion of applications and websites. Companies of all sizes, from start-ups to the largest
enterprises, require an APM solution that can monitor both legacy and modern applications.
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Lack of Support for Mobile Devices and Applications. Legacy solutions were typically designed for business or technology users sitting at their
desktop. Today’s users increasingly expect and need to be able to do their jobs outside their office, wherever and whenever they want, on a variety of
mobile devices. In addition, both legacy applications running on mobile devices and native mobile applications involved different architectures and are
very difficult to be managed by systems designed to work on-premise.
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Lack of Big Data and Analytics. Existing solutions typically use structured transactional data, representing a small and shrinking portion of software
data. This significantly limited the types, timeliness, and flexibility of analyses they could support. Big data analytics are typically cost prohibitive for
all but the largest organizations.
Fragmented Point Solutions. Existing solutions were built for a wide range of specific use cases which had to be business or technology critical, such
as traditional application performance management, CRM or ERP analytics, or clickstream analysis. These products addressed limited use cases and
were not integrated with other applications, forcing businesses to select and integrate solutions from a variety of vendors, resulting in siloed analytics.
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Our Technology
Intelligent Software Agents
We have developed a library of purpose-built intelligent software agents that supports a wide variety of programming languages, mobile platforms, and
operating systems. Our agent software code is deployed easily and quickly onto application servers, browsers, mobile devices, and operating systems. We currently
provide intelligent software agents that support the following:
Programming Languages
.NET
Java
JavaScript
Node.js
PHP
Python
Ruby
Mobile Platforms
Android
iOS
Operating Systems
Joyent SmartOS
Linux
Windows
Once integrated, our agents quickly recognize their IT environment and configure themselves automatically. They then enable our users to collect
performance and event data that is defined by the customer and report it each minute, on average, to our cloud-based database for storage and analysis.
Big Data Database and Analytics
Our cloud-based, big data database can store and prepare massive amounts of data for rapid analysis and flexible querying. Our New Relic Insights
application, which utilizes a flexible and schema-less database architecture optimized for event data, allows seamless storage of new data types including data
collected by agents and through our APIs, does not require indexing, and runs in a super-cluster with massive amounts of computing resources to query billions of
events in real-time.
We provide a “single pane of glass” view into all of our applications with diagnostic capabilities including transaction details, database details, error details,
topology maps, code deployment reports, and service level reports. Our user interfaces were built internally using modern web and mobile technologies, including
HTML5 and JavaScript to deliver interactive and actionable data visualization such as charts and graphs that continuously refresh to provide real-time visibility.
Users can interact with New Relic Insights through an easy-to-use, point and click Data Explorer or by using NRQL, which is a modified version of SQL, a
language with which developers and many business analysts are already familiar. Users also have the choice of electing to integrate data received from the
intelligent software agents they deploy and stored by us into other analytics applications and user interfaces of their choice.
Our Products and Platform Capabilities
We offer multiple tiers of our products to service customers of all sizes. At one end, our Lite version is offered at no charge to users and has basic
functionality, 24-hour retention of data, and community support. At the other end, our paid Enterprise version includes the highest level of product functionality,
our highest levels of support, a dedicated technical account manager, and defined service levels.
The New Relic Software Analytics Cloud is an integrated suite of SaaS-based products, built on top of a common technology platform.
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The New Relic Software Analytics Cloud is comprised of the following products:
New Relic APM
New Relic APM provides visibility into the performance and usage of server-based applications, such as data pertaining to response time, transaction
throughput, error rates, top transactions, and user satisfaction. Other elements of New Relic APM include:
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Comprehensive Diagnostics. New Relic APM provides a comprehensive set of features, including Transaction Tracing, X-ray Sessions, Cross
Application Tracing, Thread Profiling, Database Diagnostics, and Slow SQL Traces. These give users visibility into the underlying source code which
can significantly reduce the time needed to identify and fix the root cause of a problem by helping users pinpoint the exact lines of code causing the
problem.
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Reporting and Alerting. New Relic APM provides reporting and alerting functionality through standard configurations as well as customer-defined
policy configurations. These alerts include application performance degradation, falling traffic, and declining user satisfaction metrics. Alerts can be
delivered through a variety of channels including email, text messages, push notifications, and social channels and can be integrated with bug tracking
systems and group chat applications.
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Business Transaction Monitoring. Within New Relic APM, our Key Transactions feature enables business users to collect and analyze data generated
by business transactions separately from data about application performance.
New Relic Mobile
New Relic Mobile provides code-level visibility into the performance and health of mobile applications running on the iOS and Android mobile operating
systems. Other elements of New Relic Mobile include:
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End-to-End Visibility . When combined with New Relic APM, New Relic Mobile provides end-to-end visibility into the IT infrastructure affecting
mobile application performance. Native mobile applications depend on code running on the device and on communications with backend services,
such as mobile application servers, both internal and third party. New Relic Mobile provides code-level diagnostics for native app code running on the
mobile device and enables performance, throughput, crash reporting, and error analysis for the interactions between the mobile application and the
supporting backend services.
Mobile Device Metrics . New Relic Mobile provides detail on usage of mobile device resources, including CPU, memory, and network bandwidth
from actual user devices. This visibility helps developers understand how their applications affect their customers’ devices, and how to optimize them.
User Interactions . The User Interactions feature provides detailed breakdowns of time spent in the code running on the device, including view
loading, method calls, and data store activity. Mobile application developers leverage this feature to pinpoint problematic code and resolve problems.
New Relic Servers
New Relic Servers, which is currently included with New Relic APM, provides visibility into server and operating system performance for physical and
virtual servers, including servers that are deployed on-premise or in the cloud, by analyzing key metrics which include CPU usage, physical memory, network
activity, and disk I/O utilization and capacity. Other elements of New Relic Servers include:
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•
360° Performance Monitoring. In combination with New Relic APM, New Relic Servers provides end-to-end visibility into how server resources and
utilization levels impact the applications being run.
Cross-Functional Collaboration. New Relic Servers enables greater cross-functional cooperation among software developers, IT operations, quality
assurance, and other typical IT departments within companies. By presenting server performance with application performance in a shared user
interface, New Relic Servers enables these departments to collaborate better in identifying and addressing underlying performance issues.
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•
Visibility into Modern Architectures. New Relic Servers delivers visibility to developers and IT operations into new and emerging infrastructure
technologies, including Docker containers and Amazon EC2, providing a more complete view of the health and performance of an application.
New Relic Browser
New Relic Browser monitors the page view experiences of actual end-users for desktop and mobile browser-based applications and provides code-level
diagnostics for JavaScript code running directly in the browser. Other elements of New Relic Browser include:
•
End-User Experience Monitoring . New Relic Browser monitors the page load time for user interactions, providing data on how time is spent during
each page load, including network time, request queuing, document object model processing, and page rendering. Customers utilize this data to
improve the user experience by implementing caching techniques, reducing asset sizes, and leveraging content delivery network services.
•
•
•
JavaScript Code Diagnostics . Web applications increasingly embed application logic into JavaScript code running within the user’s browser to build
richer, browser-based applications. New Relic Browser provides developers with code-level visibility into the performance of JavaScript code within
users’ browsers.
Browser Comparison . Developers can compare how their software performs on various desktop and mobile browsers and versions, in order to
identify browser-specific problems.
Geographic Performance . New Relic Browser can automatically identify, track, and analyze the geographic location of each page view to provide
performance analytics by geography, including response time, user satisfaction, application adoption, and usage trends.
New Relic Synthetics
New Relic Synthetics simulates usage and reproduces business-critical functionality that enables our users to test their software throughout the entire
development life cycle. Users benefit from enhanced visibility, availability, and reliability of their software without depending on interactions from real users.
Other elements of New Relic Synthetics include:
•
•
•
•
•
Standards-Based . New Relic Synthetics uses open standards, including the open source scripting language Selenium, to make it easy to quickly get
started and automate tests.
Deep Integration . New Relic Synthetics is integrated into our product suite, including New Relic APM, New Relic Browser, and New Relic Insights.
Global Test Locations . Users can select what region they want their test scripts to run from, giving them visibility into the regional performance of
their web application.
Private Locations . Users can also run test scripts on their own systems, offering even more choice for users to test the performance of their
applications from around the globe.
Preemptive Visibility . Users can resolve issues with business-critical transactions before end-users experience them.
New Relic Insights
New Relic Insights enables technology and business users to perform real-time analysis in order to make faster, data-driven decisions about their
organizations.
New Relic Insights is both a standalone product and an integrated platform feature. We have expanded the New Relic Insights offering into our New Relic
Software Analytics Cloud by including eight days of event data retention with paid subscriptions of our New Relic APM, New Relic Browser, and New Relic
Mobile products.
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Users can query their data in either a curated or ad hoc fashion. For predictable queries that provide visibility into application performance, we offer a curated
experience directly within New Relic APM, New Relic Browser and New Relic Mobile. And, to perform ad hoc, deeper investigations into an issue, we enable
users to uncover the root cause through the New Relic Insights product interface.
Other elements of New Relic Insights include:
•
Iterative Business Intelligence and Analytics . New Relic Insights is built on a proprietary event database, which is our purpose-built event database
that runs in a cloud-hosted, highly distributed super-cluster. The database was built to query billions of data points in less than a second, enabling users
to perform ad-hoc analytics of business data in real time through a point and click Data Explorer or through a NRQL query. It collects and stores this
data from software sources including our New Relic Browser, New Relic Synthetics, New Relic APM and New Relic Mobile products.
•
•
New Relic Query Language . We developed NRQL as a SQL-like query language optimized for real-time analytics. Users with experience with SQL
can use NRQL immediately. The language is also easy to learn for non-technical users and users with no SQL experience. NRQL has autocomplete
capabilities that assist users by providing proper syntax as they type, suggesting built-in analytics functions, and can list the attributes and event types
available for querying.
Data Visualizations and Dashboards . New Relic Insights produces intuitive data visualizations with every query, with pre-built charts and graphs to
make the analysis easier to understand and share. Dashboards automatically update and refresh in real-time by continuously executing NRQL queries.
New Relic Insights also includes a feature called Data Apps that enables users to create and publish a set of customer-curated dashboards, along with
an optional search field, for use by non-technical business users.
The New Relic Software Analytics Cloud also features the following platform capabilities:
New Relic Alerts
New Relic Alerts is a centralized notification system that delivers alerts from across the products in the New Relic Software Analytics Cloud. It allows users
to manage alert policies and alert conditions, so that they receive early notification to identify potential performance issues and take action. Other elements of New
Relic Alerts include:
•
•
Integration with Tools . New Relic Alerts is designed to integrate easily with communication and collaboration applications like PagerDuty,
Campfire, HipChat, and Slack, so that software teams can quickly understand when critical issues arise and take action.
Centralized UI . New Relic Alerts provides a dedicated user interface for alert configuration and incident management across New Relic products.
New Relic Plugins
New Relic Plugins, which is currently included with New Relic APM, provides customers, partners, and third-party developers with APIs and SDKs to build
plugins that extend our functionality and data into almost any application or IT environment. For example, while our focus is on supporting modern programming
languages and frameworks with our agents, some customers and developers have built plugins to address custom or legacy on-premise applications and
architectures. In addition, plugins can also extend the functionality and data from other applications and sources into our databases. The New Relic Plugin Central
offers hundreds of easily downloadable plugins to users. Other elements include:
•
Extensibility . We provide APIs and SDKs to allow developers to easily and quickly integrate and embed the functionality of our products and data
with other applications and data sources. We also offer a click and drag dashboard creation tool that allows users to customize their user experience.
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•
Plugins . Plugins have been built to monitor IT architecture elements including databases, networks, queuing systems, and communication tools,
enabling customers to monitor their entire application stack. In general, data from sources other than our agents is presented in the same dashboard
alongside the monitoring data from our agents. Many plugins are built and used within the workday. Plugins can be kept proprietary or shared with the
broader public community.
Employees
As of March 31, 2016, we had 936 employees, including temporary employees. We also engage consultants. None of our employees is covered by collective
bargaining agreements and we consider our relations with our employees to be good.
Operations
We host our applications and serve all our customers from a data center located in Chicago, Illinois and, to a lesser extent, a combination of cloud hosting
providers. We utilize third parties to manage our infrastructure at our Chicago data center. We maintain a formal and comprehensive security program designed to
ensure the security and integrity of our data, protect against security threats or data breaches, and prevent unauthorized access to the data of our customers. Our
technology uses multi-tenant architecture, enabling all our customers to share the same version of our products and platform capabilities while securely partitioning
their data.
Research and Development
Our research and development organization is responsible for the design, development, and testing of all aspects of the New Relic Software Analytics Cloud
suite of products and platform capabilities. We invest heavily in these efforts to continuously improve, innovate, and add new features to our solutions.
We deploy new features, functionality, and technologies through daily and weekly software releases or updates in order to minimize disruption and provide
for constant improvement. Our product managers regularly engage with customers, partners, and industry analysts, as well as other stakeholders, in functions such
as sales, customer success, marketing, and business development to understand customer needs as well as general trends in our industry. Once product
improvements are identified, the development organization works closely together to design, develop, test, and launch a solution.
The majority of our research and development team is based in our Portland, Oregon office, as well as our San Francisco, California office. To foster rapid
innovation, our team is further apportioned into smaller, agile development teams.
As of March 31, 2016, we had 247 employees in our research and development organization. Our research and development expenses were $46.4 million,
$24.0 million, and $16.5 million for the fiscal years ended March 31, 2016, 2015, and 2014, respectively.
Sales and Marketing
Our sales and marketing organizations work together closely to drive market awareness, create and manage user and customer leads, provide qualified leads
to our sales pipeline, and build customer relationships to drive revenue growth. As of March 31, 2016, we had 422 employees in our sales and marketing
organization.
Sales
We sell our products to businesses of all sizes largely through our direct sales organization. Our direct sales organization is organized by size of customer
and geography and is focused on growing accounts and usage so as to provide our customers with a broader set of our product solutions.
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Our sales organization has separate teams focused on smaller companies, mid-market organizations, and large enterprises. Our specific sales strategy is based
on the size of account and the target user at an organization—software developers, business or product managers, or IT managers.
Marketing
Our marketing strategy targets software developers, IT leaders, and technology executives across many industries and regions. Additionally, our events,
demand generation, customer programs, corporate communications, and product marketing teams focus on building brand, engagement, and demand with our
target markets. We utilize both online and offline marketing initiatives, including search engine and email marketing, online banner and video advertising, blogs,
corporate communications, whitepapers, case studies, user events, and webinars. We believe an effective method to market our suite of products is for users to
actively use and explore its capabilities. We encourage free trials of one or more of our products in order to successfully convert those accounts to paid
subscriptions.
Customer Support
Our products and platform capabilities are designed to minimize the need for customer support, as users can easily download, install, and deploy our
software agents without needing support. However, as we increase our customer account base with larger enterprises, these customers typically expect and require
more support and accountability. We offer a range of customer support options with multiple levels of support. These include free community support, email
support, and phone support, up to our enterprise customer support organization that provides dedicated customer success representatives, onsite support, with
global capabilities and is available at all hours of the day.
Partnerships and Strategic Relationships
We have built marketing relationships with a number of technology companies to help promote and grow our user base and footprint. We also have
developed partnerships with several cloud providers including Amazon Web Services, Microsoft Azure, Rackspace, and others where we collaborate to ensure our
products and platform capabilities work well on applications running on their clouds. These providers offer access to our products and platform capabilities through
links on their websites, refer developers and other potential users to us, and expand our marketing reach. We also have a partnership with Salesforce.com where
developers using the Salesforce1 development platform can easily deploy our products and platform capabilities into their applications.
Competition
We operate in a highly competitive industry that is characterized by constant change and innovation. Changes in the applications and the programing
languages used to develop applications, devices, operating systems, and technology landscape result in evolving customer requirements.
Our competitors fall into four primary categories:
•
•
•
•
software performance providers such as AppDynamics, Inc., Dynatrace LLC, and Splunk Inc.;
diversified technology companies such as Hewlett-Packard Company, International Business Machines Corporation, Microsoft Corporation, and
Oracle Corporation;
large enterprise software and service companies such as BMC Software, Inc., CA, Inc., Riverbed Technology, Inc., and SAP SE; and
companies offering analytics products competing with our New Relic Insights product, including Amazon Web Services, Inc., Google Inc., and
Webtrends Inc.
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The principal competitive factors in our market include:
•
•
•
•
•
•
•
•
•
product features, architecture, reliability, security, performance, effectiveness, and supported environments;
product extensibility and ability to integrate with other technology infrastructures;
software analytics expertise;
ease of use of products and platform capabilities;
total cost of ownership;
adherence to industry standards and certifications;
strength of sales and marketing efforts;
brand awareness and reputation; and
focus on customer success.
We believe we generally compete favorably with our competitors on the basis of these factors. Many of our competitors have substantially greater financial,
technical, and other resources, greater name recognition, larger sales and marketing budgets, broader distribution, and larger and more mature intellectual property
portfolios.
Intellectual Property
We rely on federal, state, common law, and international rights, as well as contractual restrictions, to protect our intellectual property. We control access to
our proprietary technology and algorithms by entering into confidentiality and invention assignment agreements with our employees and contractors, and
confidentiality agreements with third parties.
In addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, and domain names to
protect our intellectual property. As of March 31, 2016, we had four patent applications pending and two trademark registrations for “New Relic” in the United
States, as well as one trademark registration and five trademark applications for “New Relic” outside of the United States.
Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be
available in the United States or other countries in which we operate. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or
effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property
rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our
operating results.
Companies in Internet-related industries may own large numbers of patents, copyrights, and trademarks and may frequently request license agreements,
threaten litigation, or file suit against us based on allegations of infringement or other violations of intellectual property rights. We are currently subject to, and
expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents, and other intellectual property rights of third parties, including
our competitors and non-practicing entities. As we face increasing competition and as our business grows, we will likely face more claims of infringement.
Geographic Information
For a description of our revenue and long-lived assets by geographic location, see note 14 of the notes to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K.
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Available Information
Our website is located at www.newrelic.com
, and our investor relations website is located at http://ir.newrelic.com/
. Copies of our Annual Report on Form
10-K, Quarterly Report on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, are available, free of charge, on our investor relations website as soon as reasonably
practicable after we file such material electronically with or furnish it to the Securities and Exchange Commission, or the SEC. The SEC also maintains a website
that contains our SEC filings. The address of the site is www.sec.gov
. Further, a copy of this Annual Report on Form 10-K is located at the SEC’s Public Reference
Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-
0330.
We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website.
Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings
releases, and blogs as part of our investor relations website. New Relic has used, and intends to continue to use, our investor relations website, as well as our
Twitter account (@newrelic), as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Further corporate governance information, including our corporate governance guidelines, board committee charters, and code of conduct, is also available on our
investor relations website under the subheading “Corporate Governance.” The contents of our website or our Twitter account are not intended to be incorporated by
reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be
inactive textual references only.
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Item 1A. Risk Factors
We
have
identified
the
following
risks
and
uncertainties
that
may
have
a
material
adverse
effect
on
our
business,
financial
condition
or
results
of
operations.
The
risks
described
below
are
not
the
only
ones
we
face.
Additional
risks
not
presently
known
to
us
or
that
we
currently
believe
are
immaterial
may
also
significantly
impair
our
business
operations.
Our
business
could
be
harmed
by
any
of
these
risks.
The
trading
price
of
our
common
stock
could
decline
due
to
any
of
these
risks,
and
you
may
lose
all
or
part
of
your
investment.
In
assessing
these
risks,
you
should
also
refer
to
the
other
information
contained
in
this
Annual
Report
on
Form
10-K,
including
our
condensed
consolidated
financial
statements
and
accompanying
notes.
We have a history of losses and we expect our revenue growth rate to continue to decline. As our costs increase, we may not be able to generate sufficient
revenue to achieve and sustain profitability.
We have incurred net losses in each fiscal period since our inception, including net losses of $67.5 million, $50.1 million, and $40.2 million in the fiscal
years ended March 31, 2016, 2015 and 2014, respectively. At March 31, 2016, we had an accumulated deficit of $199.1 million. We expect to continue to expend
substantial financial and other resources on, among other things:
•
•
•
•
•
sales and marketing, including expanding our direct sales organization and marketing programs, particularly for larger customers;
investments in our research and development team, and the development of new products, capabilities, features, and functionality;
expansion of our operations and infrastructure, both domestically and internationally;
hiring of additional employees; and
general administration, including legal, accounting, and other expenses related to being a public company.
These investments may not result in increased revenue or growth of our business. We expect that our revenue growth rate will continue to decline over time.
Accordingly, we may not be able to generate sufficient revenue to offset our expected cost increases and to achieve and sustain profitability. If we fail to achieve
and sustain profitability, our operating results and business would be harmed.
We have a limited operating history, which makes it difficult to evaluate our current business and future prospects and increases the risk of your investment.
We were founded in 2007 and launched our first commercial product in 2008. This limited operating history limits our ability to forecast our future operating
results and subjects us to a number of uncertainties, including our ability to plan for and model future growth. Our historical revenue growth should not be
considered indicative of our future performance. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in
rapidly changing industries, such as determining appropriate investments of our limited resources, market adoption of our existing and future products and platform
capabilities, competition from other companies, acquiring and retaining customers, hiring, integrating, training and retaining skilled personnel, developing new
products and platform capabilities, determining prices and pricing structures for our products and platform capabilities, unforeseen expenses, and challenges in
forecasting accuracy. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change, or if we do not address
these risks successfully, our operating and financial results and our business could suffer.
We have experienced significant growth in recent periods and expect our growth to continue. If we are not able to manage this growth and expansion, or if our
business does not grow as we expect, our operating results may suffer.
We have experienced significant growth in our customer adoption and have expanded and intend to continue to significantly expand our operations,
including our domestic and international employee headcount. This growth has placed, and will continue to place, significant demands on our management and our
operational and financial infrastructure.
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To manage this growth effectively, we must continue to improve our operational, financial, and management systems and controls by, among other things:
•
•
•
•
effectively attracting, training, and integrating a large number of new employees, particularly members of our sales and marketing teams and
employees and consultants in jurisdictions outside of the United States;
further improving our key business systems, processes, and information technology infrastructure, including our and third-party hosted data centers, to
support our business needs;
enhancing our information, training, and communication systems to ensure that our employees are well-coordinated and can effectively communicate
with each other and our customers; and
improving our internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of our
operational and financial results.
If we fail to manage our expansion, implement and transition to our new systems, implement improvements, or maintain effective internal controls and
procedures, our costs and expenses may increase more than we plan and we may lose the ability to increase our customer adoption, enhance our existing solutions,
develop new solutions, satisfy our customers, respond to competitive pressures, or otherwise execute our business plan. If we are unable to manage our growth, our
operating results likely will be harmed.
Our business depends on our customers purchasing additional subscriptions and products from us and renewing their subscriptions. Any decline in our
customer expansions and renewals would harm our future operating results.
Our future success depends in part on our ability to sell more subscriptions and additional products to our current customers. If our customers do not
purchase additional subscriptions and products from us, our revenue may decline and our operating results may be harmed.
In addition, in order for us to maintain or improve our operating results, it is important that our customers enter into paid subscriptions and renew their
subscriptions when the contract term expires. The large majority of our customers start their accounts on a free trial and have no obligation to begin a paid
subscription. Our customers that enter into paid subscriptions have no obligation to renew their subscriptions after the expiration of their subscription period.
Subscription periods are most often one year in length, but in recent fiscal years we have secured an increased percentage of multi-year commitments with respect
to new paid business accounts. In addition, our customers may renew for lower subscription amounts or for shorter contract lengths. Some of our customers have
elected not to renew their agreements with us and we cannot accurately predict future net expansion rates. Moreover, certain legacy customers with annual
subscriptions have the right to cancel their agreements prior to the termination of the subscription term.
Our customer expansions and renewals may decline or fluctuate as a result of a number of factors, including: customer usage, customer satisfaction with our
products and platform capabilities and customer support, our prices, the prices of competing products, mergers and acquisitions affecting our customer base,
consolidation of affiliates’ multiple paid business accounts into a single paid business account, the effects of global economic conditions, or reductions in our
customers’ spending levels generally. These factors may also increase to the extent our customer base continues to grow to encompass larger enterprises.
If we are not able to develop enhancements to our products, increase adoption and usage of our products, and introduce new products and capabilities that
achieve market acceptance, our business could be harmed.
Our ability to attract new customers and increase revenue from existing customers depends in large part on our ability to enhance and improve our existing
products, increase adoption and usage of our products, and introduce new products and capabilities. The success of any enhancement or new products depends on
several
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factors, including timely completion, adequate quality testing, introduction, and market acceptance. Any new products that we develop may not be introduced in a
timely or cost-effective manner, may contain errors or defects, or may not achieve the broad market acceptance necessary to generate sufficient revenue. If we are
unable to successfully enhance our existing products to meet customer requirements, increase adoption and usage of our products, or develop new products, our
business and operating results will be harmed.
If customers do not expand their use of our products beyond the current predominant use cases, our ability to grow our business and operating results may be
adversely affected.
Most of our customers currently use our products to support application performance management functions, and the majority of our revenue to date has
been from our application performance management products. Our ability to grow our business depends in part on our ability to persuade current and future
customers to expand their use of our software to additional use cases, such as business analytics and customer usage analytics. If we fail to achieve market
acceptance of our software, or if a competitor establishes a more widely adopted solution, our ability to grow our business and financial results will be adversely
affected. In addition, as the amount of data stored for a given customer grows, that customer may have to agree to higher subscription fees for certain of our
software or limit the amount of data stored in order to stay within the limits of its existing subscription. If their fees grow significantly, customers may react
adversely to this pricing model, particularly if they perceive that the value of our software has become eclipsed by such fees or otherwise.
We have limited experience with respect to determining the optimal prices and pricing structures for our products.
We expect that we may need to change our pricing model from time to time, including as a result of global economic conditions, reductions in our
customers’ spending levels generally or changes in how computing infrastructure is broadly consumed. In addition, as we introduce new products or services, or as
a result of the evolution of our existing products and services, we may have difficulty determining the appropriate price structure for our products. Similarly, as
new and existing competitors introduce new products or services that compete with ours, or revise their pricing structures, we may be unable to attract new
customers at the same price or based on the same pricing model as we have used historically. Moreover, as we continue to target selling our products to larger
organizations, these larger organizations may demand substantial price concessions. As a result, in the future we may be required from time to time to revise our
pricing structure or reduce our prices, which could adversely affect our business.
Failure to effectively expand our marketing and sales capabilities could harm our ability to increase our customer adoption and achieve broader market
acceptance of our products.
Our ability to increase our customer adoption and achieve broader market acceptance of our products will depend to a significant extent on our ability to
expand our marketing and sales operations. We plan to continue expanding our sales force, both domestically and internationally. We also dedicate significant
resources to sales and marketing programs, including Internet and other online advertising. For example, during the fiscal year ended March 31, 2016, sales and
marketing expenses represented 72% of our revenue. The effectiveness of our online advertising has varied over time and may vary in the future due to
competition. Moreover, we have historically had success selling our products to small and medium-sized businesses and we have only within the last couple years
focused on selling our products to larger organizations. We have expanded and are continuing to expand our marketing and sales capabilities to target larger
organizations but there is no guarantee that we will be successful continuing to attract and maintain these larger organizations as customers, and even if we are
successful, these efforts may divert our resources away from and negatively impact our ability to attract and maintain small and medium-sized businesses as
customers. All of these efforts have required and will continue to require us to invest significant financial and other resources. If we are unable to hire, develop, and
retain talented sales personnel, if our sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing
programs are not effective, our ability to increase our customer adoption and achieve broader market acceptance of our products could be harmed.
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If we are unable to continue to increase the sales of our solutions to large enterprises while mitigating the risks associated with serving such customers, our
business, financial position, and results of operations may suffer.
Our growth strategy is dependent, in part, upon the continued increase of sales to large enterprises. Sales to large customers involve risks that may not be
present or that are present to a lesser extent with sales to smaller entities, such as longer sales cycles, more complex customer requirements, substantial upfront
sales costs, and less predictability in completing some of our sales. Large enterprise customers often begin to deploy our products on a limited basis, but
nevertheless demand extensive configuration, integration services, and pricing negotiations, which increase our upfront investment in the sales effort with no
guarantee that these customers will deploy our products widely enough across their organization to justify our substantial upfront investment. In addition, our
ability to improve our sales of products to large enterprises is dependent on us continuing to attract and retain sales personnel with experience in selling to large
organizations. Also, because security breaches with respect to larger, high-profile enterprises are likely to be heavily publicized, there is increased reputational risk
associated with serving such customers. If we are unable to continue to increase sales of our products to large enterprise customers while mitigating the risks
associated with serving such customers, our business, financial position, and results of operations may suffer.
Because users are able to configure our platform to collect and store personal information of their employees and end-users, privacy concerns could result in
additional cost and liability to us or inhibit sales of our products.
Our operations involve protection of our intellectual property, along with the storage and transmission and processing of our customers’ proprietary data,
which customers might choose to have include some personally identifiable information, and security breaches, computer malware, and computer hacking attacks
could expose us to a risk of loss of this information, loss of business, severe reputational damage adversely affecting customer or investor confidence, regulatory
investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, and significant
costs for remediation and incentives offered to customers or other business partners in an effort to maintain business relationships after a breach and other
liabilities.
Cyber-attacks and other malicious Internet-based activity continue to increase generally. If our security measures are perceived as weak or actually
compromised as a result of third-party action, employee or customer error, malfeasance, stolen or fraudulently obtained log-in credentials, or otherwise, our
customers may curtail or stop using our products, our reputation could be damaged, our business may be harmed, and we could incur significant liability. We may
be unable to anticipate or prevent techniques used to obtain unauthorized access or to sabotage systems because they change frequently and generally are not
detected until after an incident has occurred. As we increase our customer adoption and our brand becomes more widely known and recognized, we may become
more of a target for third parties seeking to compromise our security systems or gain unauthorized access to our customers’ data.
If we are not able to detect and indicate activity on our platform that might be nefarious in nature, our customers could suffer harm. In such cases, we could
face exposure, particularly if the customer suffered actual harm. We cannot assure you that any limitations of liability provisions in our contracts for a security
lapse or breach would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim. We also cannot
be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large
claims related to a security breach, or that the insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us
that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible
or co-insurance requirements, could have a material adverse effect on our business, including our expansion rates, financial condition, operating results, and
reputation.
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Changes in privacy laws, regulations, and standards may cause our business to suffer.
We are subject to federal, state, and international laws relating to the collection, use, retention, security, and transfer of personally identifiable information.
The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. We publicly
post documentation regarding our practices concerning the processing, use, and disclosure of data. Any failure by us, our suppliers, or other parties with whom we
do business to comply with this documentation or with other federal, state, or international regulations could result in proceedings against us by governmental
entities or others. In many jurisdictions, enforcement actions and consequences for noncompliance are rising. In the United States, these include rules and
regulations promulgated under the authority of federal agencies and state attorneys general and legislatures and consumer protection agencies. In addition, privacy
advocates and industry groups have regularly proposed, and may propose in the future, self-regulatory standards with which we must legally comply or that
contractually apply to us, like the Payment Card Industry Data Security Standard or PCI DSS. If we fail to follow these security standards, such as those set forth in
the PCI DSS, even if no customer information is compromised, we may incur significant fines or experience a significant increase in costs.
Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our
customers must comply, including but not limited to the European Union, or EU. The EU’s data protection landscape is currently unstable, resulting in possible
significant operational costs for internal compliance and risk to our business. In late 2015, the European Court of Justice deemed the U.S.-E.U. Safe Harbor invalid,
removing that mechanism from those available to ensure adequate protection for personal data transfers from the E.U. to the U.S. under the current Data Protection
Directive, or the Directive. In the past, we relied on adherence to the U.S.-E.U. Safe Harbor Frameworks to enable transfer of personal data to us by our E.U.
customers, acting as data controllers. Although we process some personal data relating to our customer’s employees who log in and use our service (including first
name, last name, and email address), our customers determine whether or not personal data of their end users, or data subjects, is processed using our services. We,
as a data processor, do not control or monitor the types of data that a customer sends to our services; we rely on customers to ensure their collection complies with
applicable laws, guidelines, regulations, and frameworks. If a customer does not comply, we may incur costs from governmental investigation or other liability. In
light of these recent developments in the EU, we have begun efforts to conform transfers of personal data from the EEA based on current regulatory obligations, the
guidance of data protection authorities, and evolving best practices. Despite this, we may be unsuccessful in establishing conforming means of transferring such
data from the European Economic Area, or EEA, including due to ongoing legislative activity, which may alter the current data protection landscape. For example,
the General Data Protection Regulation, or GDPR, will replace the Directive. The GDPR contains numerous requirements and changes, including heightened
requirements for “consent,” more robust, comprehensive data protection compliance programs by companies, and retention of a data protection officer if the
company performs certain types of data processing. Complying with the GDPR may cause us to incur substantial operational costs or require us to change our
business practices. Despite our efforts to bring practices into compliance before the effective date of the GDPR, we may not be successful either due to internal or
external factors such as resource allocation limitations or a lack of vendor cooperation. Non-compliance could result in proceedings against us by governmental
entities or others. We may also experience difficulty retaining or obtaining new European or multi-national customers due to the compliance cost, potential risk
exposure, and uncertainty for these entities. We may find it necessary to establish systems to maintain personal data originating from the EU in the EEA, which
may involve substantial expense and distraction from other aspects of our business. In the meantime, there could be uncertainty as to how to comply with EU
privacy law.
Because the interpretation and application of many privacy and data protection laws along with contractually imposed industry standards are uncertain, it is
possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products
and platform capabilities. If so, in addition to the possibility of fines, lawsuits, and other claims and penalties, we could be required to fundamentally change our
business activities and practices or modify our products and platform capabilities, which could have an adverse effect on our business. Any inability to
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adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, regulations, and policies, could
result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business. Furthermore, the costs of compliance with, and
other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce
the overall demand for, our products. Privacy and data security concerns, whether valid or not valid, may inhibit market adoption of our products, particularly in
certain industries and foreign countries. If we are not able to adjust to changing laws, regulations, and standards related to the Internet, our business may be harmed.
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs, requirements, or
preferences, our products may become less competitive.
The software industry is subject to rapid technological change, evolving industry standards and practices, and changing customer needs, requirements, and
preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis. If we are unable to
develop and sell new products that satisfy our customers and provide enhancements and new features for our existing products and platform capabilities that keep
pace with rapid technological and industry change, our revenue and operating results could be adversely affected. If new technologies emerge that are able to
deliver competitive products and applications at lower prices, more efficiently, more conveniently, or more securely, such technologies could adversely impact our
ability to compete.
Our platform must also integrate with a variety of network, hardware, mobile, and software platforms, and technologies, and we need to continuously modify
and enhance our products and platform capabilities to adapt to changes and innovation in these technologies. If developers widely adopt new software platforms,
we would have to develop new versions of our products and platform capabilities to work with those new platforms. This development effort may require
significant engineering, marketing, and sales resources, all of which would affect our business and operating results. Any failure of our products and platform
capabilities to operate effectively with future infrastructure platforms and technologies could reduce the demand for our products. If we are unable to respond to
these changes in a cost-effective manner, our products may become less marketable and less competitive or obsolete, and our operating results may be negatively
affected.
We are dependent upon lead generation strategies to drive our sales and revenue. If these marketing strategies fail to continue to generate sales opportunities,
our ability to grow our revenue will be adversely affected.
We are dependent upon lead generation strategies to generate sales opportunities. These strategies may not be successful in continuing to generate sufficient
sales opportunities necessary to increase our revenue. To the extent that we are unable to successfully attract paying customers, we will not realize the intended
benefits of these marketing strategies and our ability to grow our revenue will be adversely affected.
The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.
The market for application performance monitoring is rapidly evolving, significantly fragmented, and highly competitive, with relatively low barriers to
entry in some segments. Our competitors fall into four primary categories:
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software performance providers such as AppDynamics, Inc., Dynatrace LLC, and Splunk Inc.;
diversified technology companies such as Hewlett-Packard Company, International Business Machines Corporation, Microsoft Corporation, and
Oracle Corporation;
large enterprise software and service companies such as BMC Software, Inc., CA, Inc., Riverbed Technology, Inc., and SAP SE; and
companies offering analytics products competing with our New Relic Insights product, including Amazon Web Services, Inc., Google Inc., and
Webtrends Inc.
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Some of our competitors and potential competitors are larger and have greater name recognition, longer operating histories, more established customer
relationships, larger budgets, and significantly greater resources than we do, and have the operating flexibility to bundle competing products and services with other
software offerings at little or no perceived incremental cost, including offering them at a lower price as part of a larger sale. As a result, our competitors may be
able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. In addition, some
competitors may offer products or services that address one or a limited number of functions at lower prices or with greater depth than our products. Our current
and potential competitors may develop and market new technologies with comparable functionality to our products and platform capabilities, and this could lead to
us having to decrease prices in order to remain competitive.
With the introduction of new technologies, the evolution of our products and platform capabilities and new market entrants, we expect competition to
intensify in the future. Moreover, as we expand the scope of our solutions, we may face additional competition. Additionally, some potential customers, particularly
large enterprises, may elect to develop their own internal products. If one or more of our competitors were to merge or partner with another of our competitors, the
change in the competitive landscape could also adversely affect our ability to compete effectively. If we are unable to maintain our current pricing due to the
competitive pressures, our margins will be reduced and our operating results will be negatively affected. In addition, pricing pressures and increased competition
generally could result in reduced sales, reduced margins, losses, or the failure of our solutions to achieve or maintain more widespread market acceptance, any of
which could harm our business.
Because we recognize revenue from our subscriptions over the subscription term, downturns or upturns in new sales and renewals may not be immediately
reflected in our operating results and may be difficult to discern.
We generally recognize revenue from customers ratably over the terms of their subscriptions. A portion of the revenue we report in each quarter is derived
from the recognition of revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any
single quarter may have a small impact on our revenue for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly,
the effect of significant downturns in sales and market acceptance of our solutions, and potential changes in our rate of renewals, may not be fully reflected in our
results of operations until future periods. In addition, a significant majority of our costs are expensed as incurred, while revenue is recognized over the life of the
agreement with our customer. As a result, increased growth in the number of our customers could continue to result in our recognition of more costs than revenue
in the earlier periods of the terms of our agreements.
Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.
Our continued growth depends in part on the ability of our existing and potential customers to access our products and platform capabilities at any time and
within an acceptable amount of time. We have experienced, and may in the future experience, disruptions, outages, and other performance problems due to a
variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming
number of users accessing our products and platform capabilities simultaneously, denial of service attacks, or other security related incidents. It may become
increasingly difficult to maintain and improve our performance, especially during peak usage times and as our products and platform capabilities become more
complex and our user traffic increases. If our products and platform capabilities are unavailable or if our users are unable to access our products and platform
capabilities within a reasonable amount of time or at all, our business would be negatively affected. To the extent that we do not effectively address capacity
constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in
technology, our business and operating results may be adversely affected.
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In addition, we currently serve our customers from a third-party data center hosting facility located in Chicago, Illinois and, to a lesser extent, a combination
of cloud hosting providers. The continuous availability of our products and platform capabilities depends on the operations of our Chicago data center, on our cloud
hosting providers, on a variety of network service providers, on third-party vendors, and on our own site operations staff. We depend on our third-party facility
provider’s ability to protect our Chicago data center facility against damage or interruption from natural disasters, power or telecommunications failures, criminal
acts, and similar events. If there are any lapses of service or damage to the facility, we could experience lengthy interruptions in our products and platform
capabilities as well as delays and additional expenses in arranging new facilities and services. Even with current and planned disaster recovery arrangements,
which, to date, have not been tested in an actual crisis, our business could be harmed. Also, in the event of damage or interruption, our insurance policies may not
adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability, and cause us to issue
credits or cause customers not to renew their subscriptions, any of which could harm our business.
Defects or disruptions in our products and platform capabilities could diminish demand, harm our financial results, and subject us to liability.
Our customers use our products and platform capabilities for important aspects of their businesses, and any errors, defects, or disruptions to our products and
platform capabilities or other performance problems with our products and platform capabilities could hurt our brand and reputation and may damage our
customers’ businesses. We provide regular product updates, which may contain undetected errors when first introduced or released. In the past, we have discovered
software errors, failures, vulnerabilities, and bugs in our products and platform capabilities after they have been released and new errors in our existing products
and platform capabilities may be detected in the future. Real or perceived errors, failures, or bugs in our products and platform capabilities could result in negative
publicity, loss of or delay in market acceptance of our products, loss of competitive position, delay of payment to us, lower renewal rates, or claims by customers
for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order
to help correct the problem. In addition, we may not carry insurance sufficient to compensate us for the any losses that may result from claims arising from defects
or disruptions in our products and platform capabilities. As a result, we could lose future sales and our reputation and our brand could be harmed.
Our ongoing and planned investments in data center hosting facilities are expensive and complex, may result in a negative impact on our cash flows, and may
negatively impact our financial results.
We have made and will continue to make substantial investments in new equipment to support growth at our Chicago data center hosting facility, provide
enhanced levels of products and platform capabilities to our customers, and reduce future costs of subscription revenue. In addition, we may need to add additional
data centers or similar resources to support our growth or as a result of regulatory requirements that may be applicable to us. We have also invested in a
combination of cloud hosting providers to serve our customers for certain portions of our service. Ongoing or future improvements to our cloud infrastructure may
be more expensive than we anticipate, and may not yield the expected savings in operating costs or the expected performance benefits. We may not be able to
maintain or achieve cost savings from our investments, which could harm our financial results.
We may need to change our current operations infrastructure in order for us to achieve profitability and scale our operations efficiently, which makes our
future prospects even more difficult to evaluate. For example, in order to grow sales to commercial and enterprise customers in a financially sustainable manner, we
may need to further customize our offering and modify our go-to-market strategy to reduce our operating and customer acquisition costs. If we fail to implement
these changes on a timely basis or are unable to implement them effectively, our business may suffer.
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Because our long-term growth strategy involves further expansion of our sales to customers outside the United States, our business will be susceptible to risks
associated with international operations.
A component of our growth strategy involves the further expansion of our operations and customer adoption internationally. Operating in international
markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the
United States. We have limited operating experience in international markets, and we cannot assure you that our expansion efforts into international markets will be
successful. Our international expansion efforts may not be successful in creating further demand for our products outside of the United States or in effectively
selling our products in the international markets we enter. Our current international operations and future initiatives will involve a variety of risks, including:
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changes in a specific country’s or region’s political or economic conditions;
unexpected changes in regulatory requirements, taxes, or trade laws;
regional data security and privacy laws and regulations and the unauthorized use of, or access to, commercial and personal information, particularly in
the European Union;
differing labor regulations, especially in the European Union, where labor laws are generally more advantageous to employees as compared to the
United States, including deemed hourly wage and overtime regulations in these locations;
challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement
appropriate systems, policies, benefits, and compliance programs;
difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory
systems;
increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;
currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if
we chose to do so in the future;
limitations on our ability to repatriate earnings;
laws and business practices favoring local competitors, or general preferences for local vendors;
limited or insufficient intellectual property protection;
exposure to liabilities under anti-corruption, export controls and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, and
similar laws and regulations in other jurisdictions; and
adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash or create other collection difficulties.
Our limited experience operating our business internationally increases the risk that recent and any potential future expansion efforts will not be successful.
If substantial time and resources invested to expand our international operations do not result in a successful outcome, our operating results and business will
suffer.
If we lose key members of our management team or are unable to attract and retain executives and employees we need to support our operations and growth,
our business may be harmed.
Our success and future growth depend largely upon the continued services of our executive officers and other key employees in the areas of research and
development, marketing, sales, services, and general administrative functions. From time to time, there may be changes in our executive management team or other
key employees resulting from the hiring or departure of these personnel. Our executive officers and other key
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employees are employed on an at-will basis, which means that these personnel could terminate their employment with us at any time. The loss of one or more of
our executive officers, especially our Chief Executive Officer, Lewis Cirne, and our President, Hilarie Koplow-McAdams, or the failure by our executive team to
effectively work with our employees and lead our company could harm our business. We also are dependent on the continued service of our existing software
engineers because of the complexity of our products and platform capabilities.
In addition, to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel in the San Francisco Bay Area
and the Portland area, where our headquarters and the majority of our research and development personnel are located, respectively, and in other locations where
we maintain offices, is intense, especially for engineers experienced in designing and developing software and SaaS applications and experienced sales
professionals. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate
qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from
competitors or other companies, their former employers may attempt to assert that these employees or we have breached their legal obligations, resulting in a
diversion of our time and resources. In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with
their employment. If the perceived value of our equity awards declines, or experiences significant volatility, it may adversely affect our ability to recruit and retain
key 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 adversely
affected.
If we fail to enhance our brand, or to do so in a cost-effective manner, our ability to expand our customer adoption will be impaired and our financial condition
may suffer.
We believe that our development of the New Relic brand is critical to achieving widespread awareness of our existing and future Software Analytics
solutions, and, as a result, is important to attracting new customers and maintaining existing customers. We also believe that the importance of brand recognition
will increase as competition in our market increases. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts, including
our ability to do so in a cost-effective manner, and on our ability to provide reliable and useful products at competitive prices. In the past, our efforts to build our
brand have involved significant expenses. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset
the expenses we incur in building our brand.
If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion, and focus on execution that we believe contribute to
our success, and our business may be harmed.
We believe that our corporate culture has been a critical component to our success. We have invested substantial time and resources in building our team. As
we grow and mature as a public company, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could negatively affect our
future success, including our ability to recruit and retain personnel and effectively focus on and pursue our corporate objectives.
Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management,
disrupt our business, dilute stockholder value, and adversely affect our operating results and financial condition.
We have in the past and may in the future seek to acquire or invest in businesses, products and platform capabilities, or technologies that we believe could
complement or expand our products and platform capabilities, enhance our technical capabilities, or otherwise offer growth opportunities. Any acquisition may
divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not the
acquisitions are completed, and may result in unforeseen operating
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difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products and platform
capabilities, personnel, or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us, their software
is not easily adapted to work with our platform, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management,
or otherwise. Acquisitions may also disrupt our business, divert our resources, and require significant management attention that would otherwise be available for
development of our existing business. Any acquisitions we are able to complete may not result in any synergies or other benefits we had expected to achieve, which
could result in impairment charges that could be substantial. In addition, we may not be able to find and identify desirable acquisition targets or be successful in
entering into an agreement with any particular target. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could
adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business, and financial condition may
suffer or we may be exposed to unknown risks or liabilities.
We may be sued by third parties for alleged infringement of their proprietary rights.
There is considerable patent, copyright, trademark, trade secret, and other intellectual property development activity in our industry. Our success depends in
part on not infringing upon the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon
their intellectual property rights, and we may be found to be infringing upon such rights. For example, we are currently party to a suit brought against us by CA,
Inc. that alleges, among other things, that we have infringed on certain patents held by CA, Inc. See Part I, Item 3 “Legal Proceedings.” In the future, we may
receive claims that our products, platform capabilities, and underlying technology infringe or violate the claimant’s intellectual property rights. Any claims or
litigation, regardless of merit, could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or
ongoing royalty payments, prevent us from offering our products and platform capabilities, or require that we comply with other unfavorable terms.
Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the
resources of our management and harm our business and operating results. We expect that the occurrence of infringement claims is likely to grow as the market for
Software Analytics products grows. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our
financial and management resources.
Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.
Our success depends to a significant degree on our ability to protect our proprietary technology and our brand. We rely on a combination of trademarks, trade
secret laws, patent, copyrights, service marks, contractual restrictions, and other intellectual property laws and confidentiality procedures to establish and protect
our proprietary rights. However, the steps we take to protect our intellectual property may be inadequate. We will not be able to protect our intellectual property if
we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. If we fail to protect our intellectual property rights
adequately, our competitors may gain access to our technology and our business may be harmed. In addition, defending our intellectual property rights might entail
significant expense. Any patents, trademarks, or other intellectual property rights that we obtain may be challenged by others or invalidated through administrative
process or litigation. As of March 31, 2016, we had four pending patent applications and no issued patents. Despite our pending patent applications, we may be
unable to obtain any patent protection for our technology. In addition, any patents issued in the future may not provide us with competitive advantages, or may be
successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights
are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our products and platform capabilities and use information that we
regard as proprietary to create products and services that compete with ours. Effective patent, trademark, copyright, and trade secret protection may not be available
to us in every country in which our products is available. The laws of
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some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual
property rights may be inadequate. As we expand our international activities, our exposure to unauthorized copying and use of our products and platform
capabilities and proprietary information will likely increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or
misappropriating our intellectual property.
We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other
parties. No assurance can be given that these agreements will be effective in controlling access to and distribution of our proprietary information. Further, these
agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products and platform
capabilities.
In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect our intellectual property rights.
Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation brought to protect and enforce our
intellectual property rights could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our
intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity
and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly
litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our products and platform capabilities,
impair the functionality of our products and platform capabilities, delay introductions of new solutions, result in our substituting inferior or more costly
technologies into our products, or injure our reputation.
Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.
We use open source software in our products and platform capabilities and expect to continue to use open source software in the future. We may face claims
from others claiming ownership of, or seeking to enforce the terms of, an open source license, including by demanding release of the open source software,
derivative works, or our proprietary source code that was developed using such software. These claims could also result in litigation, require us to purchase a costly
license, or require us to devote additional research and development resources to change our platform, any of which would have a negative effect on our business
and operating results. In addition, if the license terms for the open source software we utilize change, we may be forced to reengineer or discontinue our products
and platform capabilities or incur additional costs. We cannot be certain that we have not incorporated open source software in our products and platform
capabilities in a manner that is inconsistent with our policies.
We provide service level commitments under some of our customer contracts. If we fail to meet these contractual commitments, we could be obligated to
provide credits or refunds for prepaid amounts related to unused subscriptions or face contract terminations, which could adversely affect our revenue.
Some of our customer agreements provide service level commitments. If we are unable to meet the stated service level commitments or suffer extended
periods of unavailability for our products and platform capabilities, we may be contractually obligated to provide these customers with service credits or refunds for
prepaid amounts related to unused subscriptions, or we could face contract terminations. Our revenue could be significantly affected if we suffer unscheduled
downtime that exceeds the allowed downtimes under our agreements with our customers. Any extended service outages could adversely affect our reputation,
revenue, and operating results.
If the market for our technology delivery model and SaaS develops more slowly than we expect, our growth may slow or stall, and our operating results would
be harmed.
The market for SaaS business software is less mature than traditional on-premise software applications, and the adoption rate of SaaS business software may
be slower among subscribers in industries with heightened data
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security interests or business practices requiring highly-customizable application software. Our success will depend to a substantial extent on the widespread
adoption of SaaS business software in general, but we do not know to what extent the trend of adoption of SaaS solutions will continue in the future. In particular,
many organizations have invested substantial personnel and financial resources to integrate legacy software into their businesses over time, and some have been
reluctant or unwilling to migrate to SaaS. It is difficult to predict customer adoption rates and demand for our products, the future growth rate and size of the SaaS
business software market, or the entry of competitive applications. The expansion of the SaaS business software market depends on a number of factors, including
the cost, performance, and perceived value associated with SaaS, as well as the ability of SaaS providers to address data security and privacy concerns. If SaaS
business software does not continue to achieve market acceptance, or there is a reduction in demand for SaaS business software caused by a lack of customer
acceptance, technological challenges, weakening economic conditions, data security or privacy concerns, governmental regulation, competing technologies and
products, or decreases in information technology spending, it would result in decreased revenue and our business would be adversely affected.
Our future performance depends in part on support from third-party software developers.
We provide software that enables third-party software developers to build plugins that integrate with our products and platform capabilities. We operate a
community website for sharing these third-party plugins. This presents certain risks to our business, including:
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third-party developers may not continue developing or supporting the plugins that they share on our community website;
we cannot provide any assurance that these plugins meet the same quality standards that we apply to our own development efforts, and, to the extent
they contain bugs, defects, or security risks, they may create disruptions in our customers’ use of our software or negatively affect our brand;
we do not currently provide support for plugins developed by third-party software developers, and users may be left without support and potentially
cease using our products if the third-party software developers do not provide support for these plugins; and
these third-party software developers may not possess the appropriate intellectual property rights to develop and share their plugins.
Many of these risks are not within our control to prevent, and our brand may be damaged if these plugins do not perform to our customers’ satisfaction and
that dissatisfaction is attributed to us.
We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs. If additional capital is not available, we may
have to delay, reduce, or cease operations.
We do not know when or if our operations will generate sufficient cash to fund our ongoing operations. In the future, we may require additional capital to
respond to business opportunities that may arise, including the need to develop new products and platform capabilities or enhance our existing products and
platform capabilities, enhance our operating infrastructure, possible acquisitions of complementary businesses and technologies, a decline in the level of
subscriptions for our products, or other unforeseen circumstances. We may not be able to timely secure additional debt or equity financing on favorable terms, or at
all. Any debt financing obtained by us could involve restrictive covenants relating to financial and operational matters, which may make it more difficult for us to
obtain additional capital and to pursue business opportunities, including potential acquisitions. If we raise additional funds through further issuances of equity,
convertible debt securities, or other securities convertible into equity, our existing stockholders 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 common stock. If we are unable to
obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to support our business and to respond to business challenges
could be significantly limited, and our business, operating results, financial condition, and prospects could be harmed.
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Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves the
forecasted growth, our business could fail to grow at similar rates, if at all.
Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be
accurate. Our estimates and forecasts relating to the size and expected growth of our market may prove to be inaccurate. Even if the market in which we compete
meets our size estimates and forecasted growth, our business could fail to grow at similar rates, if at all.
We are subject to the tax laws of various jurisdictions, which are subject to unanticipated changes and to interpretation, which could harm our future results.
We are subject to income taxes in the United States and foreign jurisdictions, and our domestic and international tax liabilities are subject to the allocation of
expenses in differing jurisdictions. Our effective tax rate could be adversely affected by changes in the mix of earnings and losses in countries with differing
statutory tax rates, certain non-deductible expenses as a result of acquisitions, the valuation of deferred tax assets and liabilities, and changes in federal, state, or
international tax laws and accounting principles. Further, each jurisdiction has different rules and regulations governing sales and use, value added, and similar
taxes, and these rules and regulations are subject to varying interpretations that change over time. Certain jurisdictions in which we did not collect such taxes may
assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. In
addition, we may be subject to income tax audits by many tax jurisdictions throughout the world, many of which have not established clear guidance on the tax
treatment of SaaS-based companies. Any tax assessments, penalties, and interest, or future requirements may adversely affect our results of operations. Moreover,
imposition of such taxes on us going forward will effectively increase the cost of our products to our customers and might adversely affect our ability to retain
existing customers or to gain new customers in the areas in which such taxes are imposed.
In addition, the application of the tax laws of various jurisdictions, including the United States, to our international business activities is subject to
interpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing
authorities of jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our
transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences. As we operate in numerous taxing
jurisdictions, the application of tax laws can also be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not
uncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s
length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property.
Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.
As of March 31, 2016, we had U.S. federal and state net operating losses of approximately $215.6 million and $114.3 million, respectively, which may be
utilized against future income taxes. In general, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change
net operating losses, or NOLs, to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders
(generally 5% stockholders, applying certain look-through and aggregation rules) increases by more than 50% over such stockholders’ lowest percentage
ownership during the testing period (generally three years). Purchases of our common stock in amounts greater than specified levels, which are beyond our control,
could create a limitation on our ability to utilize our NOLs for tax purposes in the future. Limitations imposed on our ability to utilize NOLs could cause U.S.
federal and state income taxes to be paid earlier than would be paid if such limitations were not in effect and could cause such NOLs to expire unused, in each case
reducing or eliminating the benefit of such NOLs. Furthermore, we may not be able to generate
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sufficient taxable income to utilize our NOLs before they expire. If any of these events occur, we may not derive some or all of the expected benefits from our
NOLs. In addition, at the state level there may be periods during which the use of NOLs is suspended or otherwise limited, which would accelerate or may
permanently increase state taxes owed.
We may face exposure to foreign currency exchange rate fluctuations.
We may in the future conduct transactions in currencies other than the U.S. dollar or the functional operating currency of the transactional entities. While we
have historically transacted in U.S. dollars with substantially all of our customers and vendors, we have transacted in foreign currencies and may transact in foreign
currencies in the future. In addition, any international subsidiaries will maintain net assets that are denominated in currencies other than the functional operating
currencies of these entities. 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 remeasurement that is reflected in our earnings. As a result of such foreign currency exchange rate fluctuations, it could be more
difficult to detect underlying trends in our business and results of operations. In addition, to the extent that fluctuations in currency exchange rates cause our results
of operations to differ from our expectations or the expectations of our investors, the trading price of our common stock could be adversely affected. We do not
currently maintain a program to hedge transactional exposures in foreign currencies. However, in the future, we may use derivative instruments, such as foreign
currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities 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 with such instruments.
Weakened global economic conditions may harm our industry, business, and results of operations.
Our overall performance depends in part on worldwide economic conditions. Global financial developments and downturns seemingly unrelated to us or the
information technology industry may harm us. The United States and other key international economies have been impacted by falling demand for a variety of
goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies, and
overall uncertainty with respect to the economy. The revenue growth and potential profitability of our business depends on demand for software applications and
products generally, and application performance monitoring and our other Software Analytics offerings specifically. In addition, our revenue is dependent on the
number of users of our products and the degree of adoption of such users with respect to our Software Analytics products and platform capabilities. Historically,
during economic downturns there have been reductions in spending on information technology systems as well as pressure for extended billing terms and other
financial concessions, which would limit our ability to grow our business and negatively affect our operating results. These conditions affect the rate of information
technology spending and could adversely affect our customers’ ability or willingness to purchase our products, delay prospective customers’ purchasing decisions,
reduce the value or duration of their subscriptions, or affect renewal rates, all of which could harm our operating results.
Natural disasters and other events beyond our control could harm our business.
Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, and thus
could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics, and other
events beyond our control. We rely on our network and third-party infrastructure and enterprise applications, internal technology systems, and our website for our
development, marketing, operational support, hosted products, and sales activities. The west coast of the United States contains active earthquake zones. Although
we maintain crisis management and disaster response plans, in the event of a major earthquake, hurricane, or catastrophic event such as fire, power loss,
telecommunications failure, cyber-attack, war, or terrorist attack, we
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may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our product development, lengthy interruptions in
service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results.
The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive
management and qualified board members.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010, the listing requirements of the New York Stock Exchange, and other applicable securities rules and regulations. Compliance
with these rules and regulations increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly, and increase
demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our
business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal
control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting
to meet this standard, significant resources and management oversight is required. We are required to disclose changes made in our internal control and procedures
on a quarterly basis and we are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting.
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 adversely affect our business and operating results. Although we have already hired additional employees and have
engaged outside consultants to assist us in complying with these requirements, we may need to hire more employees in the future or engage additional outside
consultants, which will increase our operating expenses.
In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies,
increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying
interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by
regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to
disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may
result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance
activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities
related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.
Being a public company and these new rules and regulations have made it more expensive for us to obtain director and officer liability insurance, and in the
future we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us
to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive
officers.
As a result of disclosure of information in our filings with the SEC, our business and financial condition have become more visible, which we believe may
result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be
adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them,
could divert the resources of our management and adversely affect our business and operating results.
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Our quarterly results may fluctuate, and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could
decline substantially.
Our quarterly financial results may fluctuate widely as a result of the risks and uncertainties described in this report, many of which are outside of our
control. If our financial results fall below the expectations of investors or any securities analysts who follow our stock, the price of our common stock could decline
substantially.
We believe that quarter-to-quarter comparisons of our revenue, operating results, and cash flows may not be meaningful and should not be relied upon as an
indication of future performance. If our revenue or operating results fall below the expectations of investors or securities analysts in a particular quarter, or below
any guidance we may provide, the price of our common stock could decline.
Our stock price has been subject to fluctuations, and will likely continue to be subject to fluctuations, which may be volatile and due to factors beyond our
control.
The market price of our common stock is subject to wide fluctuations in response to various factors, some of which are beyond our control. Since shares of
our common stock were sold in our IPO in December 2014 at a price of $23.00 per share, the reported high and low sales prices of our common stock has ranged
from $40.13 to $20.39 through March 31, 2016. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this report, factors that could
cause fluctuations in the market price of our common stock include the following:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
actual or anticipated fluctuations in our operating results;
the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;
failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates and publication of other news by any
securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
ratings changes by any securities analysts who follow our company;
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital
commitments;
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
price and volume fluctuations in the overall stock market from time to time, including as a result of trends in the economy as a whole;
changes in accounting standards, policies, guidelines, interpretations, or principles;
actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights;
announced or completed acquisitions of businesses or technologies by us or our competitors;
new laws or regulations or new interpretations of existing laws, or regulations applicable to our business;
changes in our board of directors or management;
sales of shares of our common stock by us, our officers, directors, or other stockholders;
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•
•
lawsuits filed or threatened against us; and
other events or factors, including those resulting from war, incidents of terrorism, or responses to these events.
In addition, the market for technology stocks and the stock markets in general have experienced extreme price and volume fluctuations. Stock prices of many
technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders 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 adversely affect our business, results of operations, financial condition,
and cash flows. A decline in the value of our common stock, including as a result of one or more factors set forth above, may result in substantial losses for our
stockholders.
Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.
The market price of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive
officers, and significant stockholders, a large number of shares of our common stock becoming available for sale, or the perception in the market that holders of a
large number of shares intend to sell their shares. Additionally, the shares of common stock subject to outstanding options under our equity incentive plans and the
shares reserved for future issuance under our equity incentive plans, as well as shares issuable upon vesting of restricted stock awards, will become eligible for sale
in the public market in the future, subject to certain legal and contractual limitations. Moreover, some holders of shares of our common stock have rights, subject to
certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for
ourselves or our stockholders. We have also registered shares of common stock that we may issue under our employee equity incentive plans. Accordingly, these
shares may be able to be sold freely in the public market upon issuance as permitted by any applicable vesting requirements.
Our directors and officers and their respective affiliated entities beneficially own in the aggregate 47.7% of our outstanding voting stock and are able to exert
significant control over matters subject to stockholder approval.
As of March 31, 2016, our directors and officers and their respective affiliated entities beneficially owned in the aggregate approximately 47.7% of our
outstanding voting stock, including 21.9% beneficially held by our founder, Chief Executive Officer, and director, Lewis Cirne. As a result, these stockholders have
the ability to influence us through this ownership position. For example, these stockholders may be able to exert significant control in connection with elections of
directors or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers
for our common stock that you may feel are in your best interest as one of our stockholders.
If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our business, our stock price and
trading volume could decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If
industry analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us
downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of
these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock
price and trading volume to decline.
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Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our
stockholders to replace or remove our current management and limit the market price of our common stock.
Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change
of control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:
•
•
•
•
•
•
•
•
•
authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and
preferences determined by our board of directors that may be senior to our common stock;
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of our board of directors, or our Chief
Executive Officer;
establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons
for election to our board of directors;
provide that our board of directors is divided into three classes, with each class serving three-year staggered terms;
prohibit cumulative voting in the election of directors;
provide that our directors may be removed only for cause;
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and
require the approval of our board of directors or the holders of at least seventy-five percent (75%) of our outstanding shares of capital stock to amend
our bylaws and certain provisions of our certificate of incorporation.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for
stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are
incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware
corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on
which the stockholder became an “interested” stockholder. Any delay or prevention of a change of control transaction or changes in our management could cause
the market price of our common stock to decline.
We do not intend to pay dividends on our common stock so any returns will be limited to changes in the value of our common stock.
We have never declared or paid any cash dividends on our common stock. We currently anticipate that we will retain future earnings for the development,
operation, and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, our ability to pay cash
dividends on our common stock may be prohibited or limited by the terms of any future debt financing arrangements. Any return to stockholders will therefore be
limited to the increase, if any, of our stock price, which may never occur.
Item 1B. Unresolved Staff Comments
Not applicable.
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Item 2. Properties
Our corporate headquarters is located in San Francisco, California and consists of approximately 73,591 square feet of space under a lease that expires in
July 2020. In addition to our headquarters, we lease approximately 14,067 square feet of additional office space in San Francisco, which will expand to an
additional approximately 42,201 square feet on June 1, 2016, under a lease that expires in October 2023. Our San Francisco offices include sales, marketing,
business operations, and executive offices. In addition to our San Francisco offices, we lease space in Portland, Oregon as our primary research and development
office under a lease that expires in June 2023. We also lease space in Dublin, Ireland for our European headquarters, which includes sales, customer support and
business operations, and Barcelona, Spain, where we conduct additional research and development operations.
We do not own any real property and we lease or otherwise rent all of our facilities. We intend to procure additional space as we add employees and expand
geographically. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will
be available to accommodate any such expansion of our operations.
Item 3. Legal Proceedings
On November 5, 2012, CA, Inc. filed an action against us in the U.S. District Court for the Eastern District of New York alleging that we willfully infringe
certain of its U.S. patents. CA, Inc. asserts that a portion of our application performance management software—the .NET and Java agents—infringes certain
claims of those patents. Among other things, CA, Inc. has sought permanent injunctive relief against us and damages in an amount to be determined at trial.
Specifically, CA, Inc. alleges in the complaint that we willfully infringe certain CA, Inc. United States Patents, including U.S. Patent Nos. 7,225,361 B2, or the
’361 patent, 7,512,935 B1, or the ’935 patent, and 7,797,580 B2, or the ’580 patent. Discovery is complete in the case, and the court has ruled on summary
judgment motions filed by both parties. On April 8, 2015, the court granted CA, Inc.’s partial summary judgment motion seeking to estop New Relic from
contesting the validity of the ’361 and ’580 patents. On September 28, 2015, the court granted New Relic’s partial summary judgment motion as to non-
infringement of the ’935 patent by the Java and .NET agents, and denied summary judgment as to invalidity of the ’935 patent. Following the court’s summary
judgment rulings, the only remaining claims for infringement in this litigation are CA, Inc.’s assertions that the Java agent infringes asserted claims of the ’361 and
’580 patents. A trial date is not currently set.
We intend to continue to contest this lawsuit vigorously. If this matter has an adverse outcome, it may have an impact on our financial position, results from
operations, or cash flows. Should CA, Inc. prevail on its claims, we could be required to pay substantial damages for past sales of such products, enjoined from
using and selling such products if a license or other right to continue selling our products is not made available to us, and required to pay substantial ongoing
royalties and comply with unfavorable terms if such a license is made available to us. Any of these outcomes could result in a material adverse effect on our
business. However, we cannot at this time predict the likely outcome of this proceeding or estimate the amount or range of loss or possible loss that may arise from
it. Even if we were to prevail, litigation is costly and time-consuming, and could divert the attention of our management and key personnel from our business
operations and dissuade potential customers from purchasing our products, either of which could materially harm our business.
During the course of litigation, we anticipate announcements of the results of hearings and motions, and other interim developments related to the litigation,
which our competitors could try to use to their competitive advantage by creating uncertainty amongst our customers. If securities analysts or investors regard these
announcements as negative, the market price of our common stock may decline.
In addition, from time to time, we are involved in legal proceedings and are subject to claims arising in the ordinary course of our business. Although the
results of litigation and claims cannot be predicted with certainty,
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we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business, operating results, financial
condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management
resources, and other factors.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
Our common stock began trading on the New York Stock Exchange under the symbol “NEWR” on December 12, 2014. Prior to that date, there was no
public trading market for our common stock. The following table sets forth the high and low sales price per share of our common stock as reported on the New
York Stock Exchange for trading days during the periods indicated:
Fiscal Year Ended March 31, 2015
Third Quarter (beginning December 12, 2014)
Fourth Quarter
Fiscal Year Ended March 31, 2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$37.00
$38.65
High
$35.97
$39.99
$40.13
$36.23
Low
$30.00
$29.66
Low
$30.26
$30.56
$33.17
$20.39
Holders of Record
As of May 13, 2016, there were 132 holders of record of our common stock. Because many of our shares are held by brokers and other institutions on behalf
of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid any cash dividend on our capital stock. We currently intend to retain all available funds and any future earnings for use in the
operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future, if at all. Any future determination to declare
cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial
condition, operating results, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem
relevant.
Recent Sales of Unregistered Securities
There were no sales of unregistered securities during the period covered by this Annual Report on Form 10-K, other than those previously reported in a
Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.
Use of Proceeds from Registered Securities
On December 17, 2014, we closed our initial public offering, or IPO, of 5,750,000 shares of our common stock, including 750,000 shares of common stock
from the full exercise of the option to purchase additional shares granted to the underwriters, at a price to the public of $23.00 per share. The offer and sale of all of
the shares in our IPO were registered under the Securities Act of 1933, as amended, or the Securities Act, pursuant to a registration statement on Form S-1 (File
No. 333-200078), which was declared effective by the SEC on December 11, 2014.
There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC on December 12,
2014 pursuant to Rule 424(b)(4). Pending the uses described, we have invested the net proceeds from the offering in short-term, investment-grade interest-bearing
securities such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government.
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Stock Performance Graph
This
performance
graph
shall
not
be
deemed
“soliciting
material”
or
to
be
“filed”
with
the
SEC
for
purposes
of
Section
18
of
the
Exchange
Act,
or
otherwise
subject
to
the
liabilities
under
that
Section,
and
shall
not
be
deemed
to
be
incorporated
by
reference
into
any
filing
of
New
Relic,
Inc.
under
the
Securities
Act.
The following graph compares the cumulative total return to stockholders on our common stock relative to the cumulative total returns of the Standard &
Poor’s 500 Index, or S&P 500, and the Standard & Poor’s Composite 1500 Information Technology Index, or S&P 1500 IT. An investment of $100 (with
reinvestment of all dividends) is assumed to have been made in our common stock and in each index on December 12, 2014, the date our common stock began
trading on the NYSE, and its relative performance is tracked through March 31, 2016. The returns shown are based on historical results and are not intended to
suggest future performance.
Comparison of Cumulative Total Return
Among New Relic, Inc., the S&P 500 Index, and the S&P Composite 1500 IT Index
3/31/16
New Relic, Inc.
$ 100.00 $ 102.50 $ 91.38 $ 101.38 $ 102.09 $ 95.59 $ 96.29 $ 103.53 $ 102.38 $ 95.79 $ 112.12 $ 116.65 $ 110.65 $ 107.18 $ 83.02 $ 78.32 $
76.73
S&P 500
$ 100.00 $ 102.83 $ 99.63 $ 105.10 $ 103.27 $ 104.15 $ 105.25 $ 103.04 $ 105.07 $ 98.49 $ 95.89 $ 103.85 $ 103.90 $ 102.08 $ 96.90 $ 96.50 $ 102.87
S&P Composite 1500 Information Technology $ 100.00 $ 102.37 $ 98.55 $ 106.26 $ 103.12 $ 105.07 $ 107.43 $ 102.95 $ 105.46 $ 99.28 $ 98.19 $ 108.49 $ 109.27 $ 106.51 $ 101.10 $ 99.89 $ 108.77
12/31/14 1/31/15 2/28/15 3/31/15 4/30/15 5/31/15 6/30/15 7/31/15 8/31/15 9/30/15 10/31/15 11/30/15 12/31/15
2/29/16
1/31/16
Base
Period
12/12/14
Issuer Purchases of Equity Securities
No shares of our common stock were repurchased during the three months ended March 31, 2016.
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Item 6. Selected Financial Data
We have derived the selected consolidated statements of operations data for the fiscal years ended March 31, 2016, 2015, and 2014, and the consolidated
balance sheet data as of March 31, 2016 and 2015 from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The
consolidated statements of operations data for the fiscal years ended March 31, 2013 and 2012 and the consolidated balance sheet data as of March 31, 2014 and
2013 have been derived from our audited consolidated financial statements not included in this Annual Report on Form 10-K. The selected consolidated financial
data below should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
our consolidated financial statements and related notes included elsewhere in this report. The selected consolidated financial data in this section are not intended to
replace our consolidated financial statements and the related notes, and are qualified in their entirety by the consolidated financial statements and related notes
included elsewhere in this report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Consolidated Statements of Operations Data:
Revenue
Cost of revenue (1)
Gross profit
Operating expenses:
Research and development (1)
Sales and marketing (1)
General and administrative (1)
Total operating expenses
Loss from operations
Other income (expense):
Interest income
Interest expense
Other expense, net
Loss before income taxes
Income tax provision (benefit)
Net loss
2016
Year Ended March 31,
2014
2015
(in thousands, except per share data)
2013
2012
$181,309
37,183
144,126
$110,391
21,802
88,589
$ 63,174
10,780
52,394
$ 29,664
5,078
24,586
$11,663
1,904
9,759
46,394
129,677
35,693
211,764
(67,638)
24,024
89,162
25,319
138,505
(49,916)
16,496
58,156
17,178
91,830
(39,436)
8,565
28,365
10,053
46,983
(22,397)
647
(68)
(126)
(67,185)
302
$ (67,487)
176
(104)
(390)
(50,234)
(85)
$ (50,149)
16
(64)
(741)
(40,225)
—
$ (40,225)
9
(48)
(105)
(22,541)
—
$ (22,541)
4,300
10,748
2,180
17,228
(7,469)
2
(10)
(65)
(7,542)
—
$ (7,542)
Net loss per share attributable to common stockholders, basic and diluted (2)
$
(1.39)
$
(1.98)
$
(2.58)
$
(1.49)
$ (0.51)
Weighted-average shares used to compute net loss per share attributable to common
stockholders, basic and diluted (2)
48,410
25,290
15,596
15,096
14,683
(1)
Includes stock-based compensation expense as follows:
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total stock-based compensation expense
2016
2015
2014
2013
2012
Year Ended March 31,
$ 1,238
6,659
9,258
6,113
$23,268
(in thousands)
$
591
2,055
5,108
3,912
$11,666
$ 159
1,425
1,373
3,263
$6,220
$ 212
1,620
2,060
4,794
$8,686
$ 11
126
143
323
$603
40
Table of Contents
(2)
See note 12 of the notes to our consolidated financial statements for a description of how we compute net loss per share attributable to common stockholders,
basic and diluted.
Consolidated Balance Sheet Data:
Cash and cash equivalents
Short-term investments
Working capital
Total assets
Deferred revenue
Convertible preferred stock warrant liability
Total liabilities
Convertible preferred stock
Total stockholders’ equity (deficit)
2016
2015
2014
2013
As of March 31,
(in thousands)
$ 65,914
125,414
136,748
294,444
74,723
—
101,211
—
193,233
$105,257
95,503
174,807
264,711
29,309
—
49,841
—
214,870
$ 19,453
—
8,026
55,208
10,359
830
23,956
95,917
(64,665)
$ 57,099
—
51,116
76,907
4,970
112
12,229
95,917
(31,239)
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Table of Contents
Item 7. 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
in
conjunction
with
our
consolidated
financial
statements
and
related
notes
appearing
elsewhere
in
this
Annual
Report
on
Form
10-K.
The
following
discussion
and
analysis
contains
forward-looking
statements
that
involve
risks
and
uncertainties.
When
reviewing
the
discussion
below,
you
should
keep
in
mind
the
substantial
risks
and
uncertainties
that
could
impact
our
business.
In
particular,
we
encourage
you
to
review
the
risks
and
uncertainties
described
in
Part
I,
Item
1A
“Risk
Factors”
included
elsewhere
in
this
report.
These
risks
and
uncertainties
could
cause
actual
results
to
differ
materially
from
those
projected
in
forward-looking
statements
contained
in
this
report
or
implied
by
past
results
and
trends.
Forward-looking
statements
are
statements
that
attempt
to
forecast
or
anticipate
future
developments
in
our
business,
financial
condition
or
results
of
operations.
See
the
section
titled
“Special
Note
Regarding
Forward-Looking
Statements”
in
this
report.
These
statements,
like
all
statements
in
this
report,
speak
only
as
of
their
date
(unless
another
date
is
indicated),
and
we
undertake
no
obligation
to
update
or
revise
these
statements
in
light
of
future
developments.
Overview
We are defining a new category of enterprise software we call Software Analytics. Our cloud-based platform and suite of products, which we call the New
Relic Software Analytics Cloud, enables organizations to collect, store, and analyze massive amounts of software data in real time so they can better understand
their application performance, improve customer experience, and achieve business success. We design all our products to be highly intuitive and frictionless; they
are easy to deploy, and customers can rapidly, often within minutes, realize benefits and results. Software developers can build better applications faster, as they
can see how their software will perform and is actually performing for end-users. IT operations teams can use our products to quickly find and fix performance
problems as well as prevent future issues. Business users such as product managers can get answers to how their new product launch is being received, or how a
pricing change impacted customer retention, without waiting for help from IT. For each of these audiences—software developers, IT operations, and business users
—we aim to be the first, best place to look to understand their digital business.
Since our formation in 2007, we have invested in building an integrated platform that enables organizations to collect, store, and analyze massive amounts of
data from their software in real time. We launched our first product offering, New Relic APM (Application Performance Management), in 2008. Since then, we
have broadened our product offerings to support a wide variety of programming languages and frameworks and have added a number of additional products and
platform capabilities that now form the New Relic Software Analytics Cloud. In 2011, we released New Relic Servers to provide server monitoring for the cloud
and data centers. In 2013, we released New Relic Mobile to support mobile by providing native mobile application performance management for the iOS and
Android mobile operating systems. In 2014, we released New Relic Browser to improve browser-side performance, New Relic Synthetics to enable our users to test
their software through simulated usage and New Relic Insights to leverage big data analytics. In December 2015, we expanded the New Relic Insights offering into
our New Relic Software Analytics Cloud by including eight days of event data retention with paid subscriptions of our New Relic APM, New Relic Browser, and
New Relic Mobile products.
We sell our products primarily through direct sales and marketing channels utilizing a wide range of online and offline sales and marketing activities. The
majority of our users visit our website, create an account, and deploy our software. Many users initially subscribe to one of our products to address a particular use
case and broaden the usage of our products as they become more familiar with our products. Most of our customers to date have been small to medium-sized
organizations, and many of our customers to date have made purchasing decisions without interacting with our sales or other personnel. For larger organizations,
our sales team focuses on leveraging users in existing accounts to broaden our footprint across the organization. While a majority of our revenue came from small
to medium-sized organizations during the year ended March 31, 2016, we saw an increase in the proportion of our revenue that came from larger organizations,
which we expect to continue to increase in future periods.
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We offer access to the New Relic Software Analytics Cloud under subscription plans that also include service and support. Our plans typically have terms of
one year, although some of our customers commit for shorter or longer periods. We recognize revenue from subscription fees ratably over the service period.
Historically, most of our customers have paid us on a monthly basis. As a result, our deferred revenue at any given period of time has been relatively low. In recent
fiscal years we have secured an increased percentage of multi-year commitments, which has grown as we have sold more to larger organizations. Because we
generally invoice many of these larger organizations less frequently, our deferred revenue has increased over time, and we expect it to continue to increase on a
year over year basis. However, due to our mix of subscription plans and billing frequencies, we do not believe that changes in our deferred revenue in a given
period are directly correlated with our revenue growth.
We have grown rapidly in recent periods, with revenue for the year ended March 31, 2016, 2015, and 2014 of $181.3 million, $110.4 million, and $63.2
million, respectively, representing a 64% growth rate from 2015 to 2016 and a 75% growth from 2014 to 2015. We expect that the rate of growth in our revenue
will decline over the long term as our business scales, even if our revenue continues to grow in absolute terms. We have continued to make significant expenditures
and investments, including in personnel-related costs, sales and marketing, infrastructure and operations, and have incurred net losses in each period since our
inception, including net losses of $67.5 million, $50.1 million, and $40.2 million for the years ended March 31, 2016, 2015, and 2014, respectively. Our
accumulated deficit as of March 31, 2016 was $199.1 million.
Our employee headcount has increased to 936 employees as of March 31, 2016 from 661 as of March 31, 2015, and our number of paid business accounts
increased to 13,518 from 11,910 over the same period, and we plan to continue to aggressively invest in the growth of our business to take advantage of our market
opportunity. We intend to continue to increase our investment in sales and marketing, as we further expand our sales teams, increase our marketing activities, and
grow our international operations, particularly as we increase our sales to larger organizations.
Internationally, we currently offer our products in Europe, Middle East, and Africa, or EMEA, Asia-Pacific, or APAC, and other non-U.S. locations, as
determined based on the billing address of our customers, and our revenue from those regions constituted 19%, 8%, and 6%, respectively, of our revenue for the
year ended March 31, 2016, and 19%, 8%, and 7%, respectively, of our revenue for the year ended March 31, 2015, and 17%, 7%, and 6%, respectively, of our
revenue for the year ended March 31, 2014. We believe there is further opportunity to increase our international revenue overall and as a proportion of our revenue,
and we are increasingly investing in our international operations and intend to invest in further expanding our footprint in international markets. At the same time,
virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply.
For instance, the European Union’s data protection landscape is currently unstable, resulting in possible significant operational costs and risk to our business with
customers impacted by these requirements. Due to the uncertainty of interpretation and application of privacy and data protection laws, along with contractually
imposed industry standards, these requirements may be interpreted and applied in a manner inconsistent with our current data management practices, which may,
among other things, limit or decrease customer adoption and retention, expose us to additional liabilities in connection with compliance and related requirements,
and harm our business and operating results.
To support the growth of our customer adoption, we also intend to increase our investment in our support organization and infrastructure. In addition, we
plan to continue to invest in our research and development organization to enhance and further develop our products and platform capabilities. While these areas
represent significant opportunities for us, we also face significant risks and challenges that we must successfully address in order to sustain the growth of our
business and improve our operating results. Due to our continuing investments to grow our business, in advance of and in preparation for our expected increase in
sales and expansion of our paid business accounts, we are continuing to incur expenses in the near term from which we may not realize any long-term benefit. In
addition, any investments that we make in sales and marketing or other areas will occur in
43
Table of Contents
advance of our experiencing any benefits from such investments, so it may be difficult for us to determine if we are efficiently allocating our resources in these
areas. As a result, we have never achieved profitability and we do not expect to be profitable for the foreseeable future.
Further, our reported revenue, operating results, and cash flows for a given period may not be indicative of future results due to our limited operating history
and fluctuations in the number of new employees, the rate of our expansion, the timing of expenses we incur to grow our business and operations, levels of
competition, and market demand for our products.
Factors Affecting Our Performance
Market
Adoption
of
Our
Products.
We are defining a new category of software, which we refer to as Software Analytics. Our success is dependent on the
market adoption of this emerging category of software, which may not yet be well understood by the market. For the foreseeable future, we expect that our revenue
growth will be primarily driven by the pace of adoption and penetration of our products and we will incur significant expenses associated with educating the market
about the benefits of our products.
Increasing
the
Number
of
Paid
Business
Accounts.
Our future growth is dependent on our ability to increase the number of accounts that pay us to use our
products. Many users experience our products with a free trial after which they have the option to purchase one or more of our subscription plans. We believe that
we have a significant competitive advantage as our users experience the ease of installation and the full set of features that our products deliver during the free trial
period.
Retention
and
Expansion
within
Paid
Business
Accounts.
A key factor in our success is the retention and expansion of our subscription agreements with our
existing customers. In order for us to continue to grow our business, it is important to generate additional revenue from our existing customers, and we do this in
several ways. As we improve our existing products and platform capabilities and introduce new products, we believe that the demand for our products will
generally grow. We also believe that there is a significant opportunity for us to increase the number of subscriptions we sell to our current customers as they
become more familiar with our products and adopt our products to address additional business use cases.
Investment
in
Sales
and
Marketing.
We expect to continue to invest aggressively in sales and marketing to drive additional revenue. Any investments that we
make in sales and marketing will occur in advance of our experiencing any benefits from such investments, so it may be difficult for us to determine if we are
efficiently allocating our resources. As we continue to focus sales and marketing investments more heavily towards large organizations, this may require more of
our resources. In addition, we expect our sales cycle to be longer and less predictable with respect to larger customers, which may delay realization of future sales.
We also intend to increase our sales and marketing investment in international markets, such as Europe, and those markets may take longer and be more costly to
develop than the U.S. market.
Key Operating Metrics
We review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and
make key strategic decisions:
Number
of
Paid
Business
Accounts
and
Number
of
Paid
Business
Accounts
with
Annual
Recurring
Revenue
over
$5,000
. We believe that our ability to
increase our number of paid business accounts is one indicator of our market penetration, the growth of our business and our potential future prospects. We define
the number of paid business accounts at the end of any particular period as the number of accounts at the end of the period as identified by a unique account
identifier for which we have recognized revenue on the last day of the period indicated. A single organization or customer may have multiple paid business
accounts for separate divisions, segments, or subsidiaries. The following table summarizes the number of paid business accounts at each quarter end presented:
Paid Business Accounts
Mar. 31, 2016
13,518
Dec. 31, 2015
13,126
Sept. 30, 2015
12,840
Jun. 30, 2015
12,440
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As a subset of this metric, we believe that our number of paid business accounts with annual recurring revenue over $5,000 is one indicator of our business
as it relates to the acquisition of larger accounts within our overall customer base, including our market penetration of larger mid-market and enterprise customers,
as well as deeper penetration into our existing customer base. For this purpose, we define annual recurring revenue as the revenue we would contractually expect to
receive from those customers over the following 12 months, without any increase or reduction in any of their subscriptions. The following table summarizes the
number of paid business accounts with annual recurring revenue over $5,000 at each quarter end presented:
Paid Business Accounts > $5,000
Mar. 31, 2016
5,887
Dec. 31, 2015
5,581
Sept. 30, 2015
5,286
Jun. 30, 2015
4,872
We had 5,887 paid business accounts with annual recurring revenue over $5,000 as of March 31, 2016, which was a 30.9% increase compared to 4,499 paid
business accounts with annual recurring revenue over $5,000 as of March 31, 2015. We believe this increase reflects our continued focus of a greater proportion of
our sales and marketing efforts on mid-market and enterprise customers, which would result in an increase to the value of larger paid business accounts. As with
our total paid business accounts, we expect the rate at which we add paid business accounts with annual recurring revenue over $5,000 to decrease over time as a
result of deeper penetration into the enterprise market.
Annualized
Revenue
per
Average
Paid
Business
Account.
We believe that our annualized revenue per average paid business account is another indicator of
our business as it relates to the acquisition of larger accounts within our overall customer base, including our market penetration of larger mid-market and
enterprise customers, as well as deeper penetration into our existing customer base. We define our annualized revenue per average paid business account as the
annualized revenue for the current period divided by the average of the number of paid business accounts at the end of the current period and the end of the prior
period.
Our annualized revenue per average paid business account for the quarter ended March 31, 2016 grew to $15,761, an increase of 36.8%, from $11,523 for
the quarter ended March 31, 2015. We believe this increase reflects our continued focus on mid-market and enterprise customers, which we expect will result in our
annualized revenue per average paid business account to continue to increase over the near term.
Dollar-Based
Net
Expansion
Rate.
Our ability to generate revenue is dependent on our ability to maintain and grow our relationships with our existing
customers. We track our performance in this area by measuring our dollar-based net expansion rate. Our dollar-based net expansion rate increases when customers
increase their use of our products, use additional products, or upgrade to a higher subscription tier. Our dollar-based net expansion rate is reduced when customers
decrease their use of our products, use fewer products, or downgrade to a lower subscription tier.
Our dollar-based net expansion rate compares our recurring subscription revenue from customers from one period to the next. We measure our dollar-based
net expansion rate on a monthly basis because many of our customers change their subscriptions more frequently than quarterly or annually. To calculate our
annual dollar-based net expansion rate, we first establish the base period monthly recurring revenue from all our customers at the end of a month. This represents
the revenue we would contractually expect to receive from those customers over the following month, without any increase or reduction in any of their
subscriptions. We then (i) calculate the actual monthly recurring revenue from those same customers at the end of that following month; then (ii) divide that
following month’s recurring revenue by the base month’s recurring revenue to arrive at our monthly net expansion rate; then (iii) calculate a quarterly net
expansion rate by compounding the net expansion rates of the three months in the quarter; and then (iv) calculate our annualized net expansion rate by
compounding our quarterly net expansion rate over an annual period.
The following table summarizes our annualized dollar-based net expansion rate for each quarter:
Annualized Dollar-Based Net Expansion Rate
Mar. 31, 2016
Dec. 31, 2015
Sept. 30, 2015
Jun. 30, 2015
139.7%
128.7%
121.3%
129.6%
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The quarterly fluctuations in our dollar-based net expansion rate are primarily driven by transactions within a particular quarter in which certain paid
business accounts from larger subscription customers either significantly upgrade or significantly downgrade their subscriptions and by increased sales to existing
customers in particular quarters due to sales and marketing campaigns in a particular quarter. In addition, we believe that the composition of our customer base also
has an impact on the net expansion rate, such that a relative increase in the number of paid business accounts from larger enterprises versus small to medium-sized
organizations will tend to increase our quarterly net expansion rate and a relative increase in the number or paid business accounts from small to medium-sized
organizations versus larger enterprises will tend to decrease the quarterly net expansion rate, as smaller businesses tend to cancel subscriptions more frequently than
larger enterprises. This rate is also impacted by factors including, but not limited to, new product introductions, promotional activity, mix of customer size, and the
variable timing of renewals.
Our annualized dollar-based net expansion rate increased to 139.7% for the three-month period ending March 31, 2016 from 130.3% for the three-month
period ending March 31, 2015. In the period ending March 31, 2016, we saw a higher than normal percentage of our incremental business come from installed base
sales compared to the comparable period in the prior year.
Key Components of Results of Operations
Revenue
We offer access to our products under subscription plans that include service and support for one or more of our products. For our paying customers, we
offer a variety of pricing plans based on the particular product purchased by an account, number of servers monitored, number of applications monitored, or
number of mobile devices monitored. Our plans typically have terms of one year, although some of our customers commit for shorter periods. Historically most of
our customers have been billed on a monthly basis. As a result, our deferred revenue has been relatively low. As we begin to sell more to larger organizations, we
expect to invoice more of our customers on a less frequent basis, and therefore, we expect our deferred revenue to increase on a year over year basis.
Cost of Revenue
Cost of revenue consists of expenses relating to data center operations, hosting-related costs, payment processing fees, depreciation and amortization,
consulting costs, and salaries and benefits of operations and global customer support personnel. Salaries and benefits costs associated with our operations and
global customer support personnel consist of salaries, benefits, bonuses, and stock-based compensation. We plan to continue increasing the capacity, capability, and
reliability of our infrastructure to support the growth of our customer adoption and the number of products we offer.
Gross Profit and Margin
Gross profit is revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue. Our gross margin has been, and will continue
to be affected by, a number of factors, including the timing and extent of our investments in our operations and global customer support personnel, hosting-related
costs, and the amortization of capitalized software. We expect that our gross margin will decline modestly over the long term, although we expect our gross margin
to fluctuate from period to period as a result of these factors.
Operating Expenses
Personnel costs, which consist of salaries, benefits, bonuses, stock-based compensation and, with regard to sales and marketing expenses, sales commissions,
are the most significant component of our operating expenses. We also incur other non-personnel costs such as an allocation of our general overhead expenses.
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Table of Contents
Research
and
Development.
Research and development expenses consist primarily of personnel costs and an allocation of our general overhead expenses.
We continue to focus our research and development efforts on adding new features and products, and increasing the functionality and enhancing the ease of use of
our existing products. We capitalize the portion of our software development costs that meets the criteria for capitalization.
We plan to continue to hire employees for our engineering, product management, and design teams to support our research and development efforts. As a
result, we expect our research and development expenses to continue to increase in absolute dollars for the foreseeable future. However, we expect our research and
development expenses to decrease modestly as a percentage of our revenue over the long term, although our research and development expenses may fluctuate
from period to period depending on fluctuations in our revenue and the timing and extent of our research and development expenses.
Sales
and
Marketing.
Sales and marketing expenses consist of personnel costs for our sales, marketing, and business development employees and executives.
Commissions are expensed in the period when a customer contract is executed. Sales and marketing expenses also include the costs of our marketing and brand
awareness programs.
We plan to continue investing in sales and marketing globally by increasing the number of our sales personnel, expanding our domestic and international
marketing activities, building brand awareness, and sponsoring additional marketing events. We expect our sales and marketing expenses to continue to increase in
absolute dollars and continue to be our largest operating expense category for the foreseeable future. However, we expect our sales and marketing expenses to
decrease as a percentage of our revenue over the long term, although our sales and marketing expenses may fluctuate from period to period depending on
fluctuations in our revenue and the timing and extent of our sales and marketing expenses.
General
and
Administrative
. General and administrative expenses consist primarily of personnel costs for our administrative, legal, human resources,
information technology, finance and accounting employees, and executives. Also included are non-personnel costs, such as legal and other professional fees.
We plan to continue to expand our business both domestically and internationally, and we expect to increase the size of our general and administrative
function to support the growth of our business. We also expect that we will continue to incur additional general and administrative expenses as a result of being a
publicly traded company. As a result, we expect our general and administrative expenses to continue to increase in absolute dollars for the foreseeable future.
However, we expect our general and administrative expenses to decrease as a percentage of our revenue over the long term, although our general and administrative
expense may fluctuate from period to period depending on fluctuations in our revenue and the timing and extent of our general and administrative expenses, such as
litigation costs.
Other Income (Expense), Net
Other income (expense), net consists primarily of the re-valuation of our convertible preferred stock warrant liability, interest income, interest expense, and
foreign exchange gains and losses.
47
Table of Contents
Results of Operations For Fiscal Years Ended March 31, 2016, 2015, and 2014
The following tables summarize our consolidated statements of operations data for the periods presented and as a percentage of our revenue for those
periods. The period to period comparison of results is not necessarily indicative of results for future periods.
Consolidated Statements of Operations Data:
Revenue
Cost of revenue (1)
Gross profit
Operating expenses:
Research and development (1)
Sales and marketing (1)
General and administrative (1)
Total operating expenses
Loss from operations
Other income (expense):
Interest income
Interest expense
Other expense, net
Loss before income taxes
Income tax provision (benefit)
Net loss
(1)
Includes stock-based compensation expense as follows:
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total stock-based compensation expense
48
2016
Year Ended March 31,
2015
(in thousands, except per share data)
2014
$181,309
37,183
144,126
$110,391
21,802
88,589
$ 63,174
10,780
52,394
46,394
129,677
35,693
211,764
(67,638)
647
(68)
(126)
(67,185)
302
$ (67,487)
24,024
89,162
25,319
138,505
(49,916)
176
(104)
(390)
(50,234)
(85)
$ (50,149)
16,496
58,156
17,178
91,830
(39,436)
16
(64)
(741)
(40,225)
—
$ (40,225)
Year Ended March 31,
2016
2015
2014
$ 1,238
6,659
9,258
6,113
$23,268
(in thousands)
$
591
2,055
5,108
3,912
$11,666
$ 159
1,425
1,373
3,263
$6,220
Table of Contents
Revenue
Cost of revenue (1)
Gross profit
Operating expenses:
Research and development (1)
Sales and marketing (1)
General and administrative (1)
Total operating expenses
Loss from operations
Other income (expense):
Interest income
Interest expense
Other expense, net
Income tax provision (benefit)
Benefit from income taxes
Net loss
(1)
Includes stock-based compensation expense as follows:
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total stock-based compensation expense
Revenue
United States
EMEA
APAC
Other
Total revenue
2016
Year Ended March 31,
2015
(as a percentage of revenue)
100%
20
80
100%
20
80
25
72
20
117
(37)
—
—
—
(37)
—
(37%)
21
81
23
125
(45)
—
—
—
(45)
—
(45%)
2014
100%
17
83
26
92
27
145
(62)
—
—
(1)
(63)
—
(63%)
2016
Year Ended March 31,
2015
(as a percentage of revenue)
1%
4
5
3
13%
1%
2
5
4
12%
2014
— %
2
2
5
9%
Year Ended March 31,
Change
Year Ended March 31,
Change
2016
2015
Amount %
2015
2014 Amount %
(dollars in thousands)
$121,588 $ 73,416 $48,172
13,559
5,386
3,801
$181,309 $110,391 $70,918
34,602
14,118
11,001
21,043
8,732
7,200
66% $ 73,416 $43,903 $29,513
10,219
64%
4,158
62%
3,327
53%
64% $110,391 $63,174 $47,217
21,043
8,732
7,200
10,824
4,574
3,873
67%
94%
91%
86%
75%
Revenue increased $70.9 million, or 64%, in the fiscal year ended March 31, 2016 compared to the fiscal year ended March 31, 2015. The increase was
primarily due to an increase in product adoption by existing paid business accounts, and to a lesser extent from an increase in number of paid business accounts.
The number of paid business accounts increased to 13,518 at March 31, 2016 from 11,910 at March 31, 2015. Our revenue from EMEA increased $13.6 million, or
64%, in the fiscal year ended March 31, 2016 compared to the fiscal year ended March 31, 2015, and our revenue from APAC increased $5.4 million, or 62%, in
the fiscal year ended
49
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March 31, 2016 compared to the fiscal year ended March 31, 2015, as a result of an increase in the number of paid business accounts and an increase in product
adoption by existing paid business accounts located in these geographic regions.
Revenue increased $47.2 million, or 75%, in the fiscal year ended March 31, 2015 compared to the fiscal year ended March 31, 2014. The increase was a
result of an increase in the number of paid business accounts, which increased to 11,910 at March 31, 2015 from 9,117 at March 31, 2014, and an increase in
product adoption by existing paid business accounts. Our revenue from EMEA increased $10.2 million, or 94%, in the fiscal year ended March 31, 2015 compared
to the fiscal year ended March 31, 2014, and our revenue from APAC increased $4.2 million, or 91%, in the fiscal year ended March 31, 2015 compared to the
fiscal year ended March 31, 2014, as a result of an increase in the number of paid business accounts and an increase in product adoption by existing paid business
accounts located in these geographic regions.
Cost of Revenue
Year Ended March 31,
Change
2016
2015 Amount %
Year Ended March 31,
2015
2014 Amount %
Change
Cost of Revenue
$ 37,183 $ 21,802 $15,381
71% $ 21,802 $ 10,780 $11,022
102%
(dollars in thousands)
Cost of revenue increased $15.4 million, or 71%, in the fiscal year ended March 31, 2016 compared to the fiscal year ended March 31, 2015. The increase
was primarily a result of an increase in personnel-related costs and hosting-related costs necessary to support our growth, as well as an increase in payment
processing costs due to the increase in revenue. Personnel-related costs increased by $5.3 million, driven by higher headcount, and hosting-related costs, payment
processing fees, software costs, depreciation expense, and amortization expense increased by $10.1 million, primarily due to increased operating costs to support
revenue growth.
Cost of revenue increased $11.0 million, or 102%, in the fiscal year ended March 31, 2015 compared to the fiscal year ended March 31, 2014. The increase
was primarily a result of an increase in personnel-related costs and hosting-related costs necessary to support our growth, as well as an increase in payment
processing costs due to the increase in revenue. Personnel-related costs increased by $5.7 million, driven by higher headcount, and hosting-related costs, payment
processing fees, depreciation expense, and amortization expense increased by $5.3 million.
Research and Development
Year Ended March 31,
Change
2016
2015 Amount %
Year Ended March 31,
2015
2014 Amount %
Change
Research and development
$ 46,394 $ 24,024 $22,370
93% $ 24,024 $ 16,496 $ 7,528
46%
(dollars in thousands)
Research and development expenses increased $22.4 million, or 93%, in the fiscal year ended March 31, 2016 compared to the fiscal year ended March 31,
2015. The increase was primarily a result of an increase in personnel-related costs of $19.5 million driven by an increase in headcount and an increase of $2.9
million in spending on outside services, software subscription expenses, and other miscellaneous expenses.
Research and development expenses increased $7.5 million, or 46%, in the fiscal year ended March 31, 2015 compared to the fiscal year ended March 31,
2014. The increase was primarily a result of an increase of $6.2 million in personnel-related costs, driven by higher headcount, a $0.6 million increase in spending
on outside services, and a $0.7 million increase in depreciation expense.
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Table of Contents
Sales and Marketing
Year Ended March 31,
Change
2016
2015 Amount %
Year Ended March 31,
2015
2014 Amount %
Change
Sales and marketing
$129,677 $89,162 $40,515
45%
$ 89,162 $ 58,156 $31,006
53%
(dollars in thousands)
Sales and marketing expenses increased $40.5 million, or 45%, in the fiscal year ended March 31, 2016 compared to the fiscal year ended March 31, 2015.
The increase was primarily a result of an increase of personnel-related costs of $29.8 million and travel expenses of $2.5 million, driven by higher headcount and
an increase of sales commissions due to revenue growth. Additionally, the increase was also due in part to the growth in our marketing programs of $4.6 million
from tradeshows and sponsorships which are related to our marketing efforts to expand brand awareness. The remaining increase was due to an increase in
consultant expenses of $1.8 million, an increase in software subscription expenses of $1.6 million, and an increase in other miscellaneous expenses of $0.2 million.
Sales and marketing expenses increased $31.0 million, or 53%, in the fiscal year ended March 31, 2015 compared to the fiscal year ended March 31, 2014.
The increase was primarily a result of an increase of personnel-related costs of $24.9 million, driven by higher headcount and an increase of sales commissions due
to revenue growth, and an increase of $2.8 million in advertising and marketing programs. The remaining increase was due to an increase in consultant fees of $0.5
million, an increase in travel expenses of $1.3 million, and an increase in other miscellaneous expenses of $1.5 million.
General and Administrative
Year Ended March 31,
Change
2016
2015 Amount %
Year Ended March 31,
2015
2014 Amount %
Change
General and administrative
$ 35,693 $ 25,319 $10,374
41% $ 25,319 $ 17,178 $ 8,141
47%
(dollars in thousands)
General and administrative expenses increased $10.4 million, or 41%, in the fiscal year ended March 31, 2016 compared to the fiscal year ended March 31,
2015. The increase was primarily a result of an increase in personnel-related costs of $8.5 million, driven by an increase in headcount, and a $1.0 million increase
related to outside services due to the costs of compliance associated with being a publicly traded company. The remaining increase is primarily related to an
increase of $0.8 million in software subscription expense.
General and administrative expenses increased $8.1 million, or 47%, in the fiscal year ended March 31, 2015 compared to the fiscal year ended March 31,
2014. The increase was primarily a result of an increase in personnel-related costs of $6.0 million, driven by an increase in headcount, and an increase in outside
services of $2.1 million due to the costs of compliance associated with being a publicly traded company.
Other Income (Expense), Net
Year Ended March 31,
Change
Year Ended March 31,
2016
2015
Amount
%
2015
2014
Change
Amount %
Other income (expense), net
$
453
$
(318)
$
771
(dollars in thousands)
242%
$
(318)
$
(789)
$
471
(60%)
Other income, net increased $0.8 million, or 242%, in the fiscal year ended March 31, 2016 compared to the fiscal year ended March 31, 2015. The increase
was primarily a result of an increase in interest income.
Other expense, net decreased $0.5 million, or 60%, in the fiscal year ended March 31, 2015 compared to the fiscal year ended March 31, 2014. The decrease
was primarily a result of the change in the fair value of our convertible preferred stock warrants and increase in interest income.
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Table of Contents
Quarterly Results of Operations
The following tables set forth selected unaudited quarterly consolidated statements of operations data for each of the eight quarters in the period ended
March 31, 2016, as well as the percentage that each line item represents of our revenue for each quarter. The information for each of these quarters has been
prepared on the same basis as the audited annual consolidated financial statements included elsewhere in this report and, in the opinion of management, includes all
adjustments of a normal, recurring nature that are necessary for the fair presentation of the results of operations for these periods in accordance with generally
accepted accounting principles in the United States. This data should be read in conjunction with our audited consolidated financial statements and related notes
included elsewhere in this report. These quarterly operating results are not necessarily indicative of our operating results for a full fiscal year or any future period.
Mar. 31,
2016
Dec. 31,
2015
Sept. 30,
2015
Three Months Ended
Jun. 30,
2015
Mar. 31,
2015
Dec. 31,
2014
Sept. 30,
2014
Jun. 30,
2014
Revenue
Cost of revenue (1)
Gross profit
Operating expenses:
Research and development (1)
Sales and marketing (1)
General and administrative (1)
Total operating expenses
Loss from operations
Other income (expense):
Interest income
Interest expense
Other income (expense), net
Loss before income taxes
Income tax provision (benefit)
Net loss
(in thousands)
$ 52,492 $ 47,744 $ 42,928 $ 38,145 $ 33,388 $ 29,029 $25,361 $ 22,613
10,621
4,032
41,871 38,000 33,976 30,279 26,587 23,089 20,332 18,581
5,940 5,029
6,801
8,952
9,744
7,866
4,912
15,009 12,015 10,616
36,476 35,153 29,365 28,683 26,067 25,460 19,019 18,616
5,360
61,164 56,238 48,941 45,421 41,279 38,734 29,604 28,888
(19,293) (18,238) (14,965) (15,142) (14,692) (15,645) (9,272) (10,307)
6,410 5,336
6,864 5,249
7,366
7,846
9,679
8,754
9,070
8,960
7,984
199
(21)
70
158
(20)
(163)
5
141
(15)
(14)
134
(2)
(19,045) (18,263) (14,860) (15,017) (14,806) (16,033) (9,212) (10,183)
(104) — —
102
$ (19,194) $ (18,355) $ (14,819) $ (15,119) $ (14,825) $ (15,929) $ (9,212) $ (10,183)
47
(54)
(381)
117
(21)
(210)
149
(13)
(31)
7
(14)
67
149
(41)
19
92
(1)
Includes stock-based compensation expense as follows:
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total stock-based compensation expense
Mar. 31,
2016
Dec. 31,
2015
Sept. 30,
Three Months Ended
Mar. 31,
Jun. 30,
2015
2015
2015
345
$
2,436
2,624
1,260
$ 6,665
$ 333
1,684
2,588
1,751
$6,356
309
$
1,501
2,070
1,708
$ 5,588
(in thousands)
$ 251
1,038
1,976
1,394
$4,659
$
231
877
1,730
1,236
$ 4,074
Dec. 31,
2014
Sept. 30,
2014
Jun. 30,
2014
$ 166
721
1,474
1,065
$3,426
$
101
255
1,055
824
$ 2,235
$
93
202
849
787
$1,931
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Table of Contents
Revenue
Cost of revenue (1)
Gross profit
Operating expenses:
Research and development (1)
Sales and marketing (1)
General and administrative (1)
Total operating expenses
Operating loss
Other income (expense):
Interest income
Interest expense
Other income (expense), net
Loss before income taxes
Income tax provision (benefit)
Net loss
(1)
Includes stock-based compensation expense as follows:
Mar. 31,
2016
Dec. 31,
2015
Sept. 30,
2015
Three Months Ended
Mar. 31,
Jun. 30,
2015
2015
(as a percentage of revenue)
Dec. 31,
2014
Sept. 30,
2014
Jun. 30,
2014
100%
20
80
100%
20
80
100%
21
79
100%
21
79
100%
20
80
100%
20
80
100%
20
80
100%
18
82
29
70
18
117
(37)
25
74
19
118
(38)
25
68
21
114
(35)
23
75
21
119
(40)
22
78
23
123
(43)
22
88
24
134
(54)
21
75
21
117
(37)
22
82
24
128
(46)
—
—
—
(37)
—
—
—
—
(38)
—
—
—
—
(35)
—
—
—
—
(40)
—
—
—
(1)
(44)
—
—
—
(1)
(55)
—
—
—
—
(37)
—
—
—
1
(45)
—
(37%)
(38%)
(35%)
(40%)
(44%)
(55%)
(37%)
(45%)
Mar. 31,
2016
Dec. 31,
2015
Sept. 30,
2015
Three Months Ended
Mar. 31,
Jun. 30,
2015
2015
Dec. 31,
2014
Sept. 30,
2014
Jun. 30,
2014
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total stock-based compensation expense
Quarterly Revenue Trends
1%
5
5
2
13%
1%
3
5
4
13%
(as a percentage of revenue)
1%
3
5
3
12%
1%
2
5
4
12%
1%
3
5
4
13%
1%
2
5
4
12%
1% — %
1
4
3
9%
1
4
4
9%
Our quarterly revenue increased sequentially for each period presented, primarily due to sales of new subscriptions to our products and expanding use of our
products by our existing customers. We cannot assure you that this pattern of sequential growth in revenue will continue. In future periods, as our rate of revenue
growth declines, seasonality in our revenue may become more apparent.
Quarterly Gross Margin Trends
Our gross margin has remained relatively consistent over all periods presented, with the fluctuations primarily due to the timing and extent of our
investments in our operations and global customer support personnel, and hosting-related costs.
Quarterly Expense Trends
Research and development, sales and marketing, and general and administrative expenses generally increased sequentially over the periods as we increased
our headcount to support continued investment in our products. The increase in personnel costs was related to increases in headcount, along with higher stock-
based compensation expense.
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Table of Contents
Liquidity and Capital Resources
Cash provided by (used in) operating activities
Cash used in investing activities
Cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
2016
$ 4,006
(58,051)
14,702
$ (39,343)
Year Ended March 31,
2015
(in thousands)
$ (13,621)
(118,680)
218,105
$ 85,804
2014
$ (20,713)
(17,227)
294
$ (37,646)
To date, we have financed our operations primarily through sales of equity securities. Since our inception, we have completed several rounds of equity
financing through the sale of shares of our Series A through Series F convertible preferred stock for total cash proceeds to us of approximately $193.2 million. In
December 2014, we completed our IPO, resulting in aggregate proceeds of approximately $123.0 million from the sale of shares of common stock, net of
underwriters’ discounts and commissions, but before deducting paid offering expenses of approximately $3.1 million. We believe that our existing cash and cash
equivalents balance will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months.
Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and
development efforts, the continued expansion of sales and marketing activities, the introduction of new and enhanced products, and the continued market
acceptance of our products. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable
to us or at all. If we are unable to raise additional capital when desired, our business, operating results, and financial condition would be adversely affected.
Operating Activities
During the fiscal year ended March 31, 2016, cash provided by operating activities was $4.0 million as a result of a net loss of $67.5 million, adjusted by
non-cash charges of $40.8 million and a change of $30.7 million in our operating assets and liabilities. The change in our operating assets and liabilities was
primarily the result of a $45.4 million increase in deferred revenue as a result of increased sales of subscriptions and a $7.2 million increase in accrued
compensation and benefits and other liabilities due to increased headcount. This was partially offset by a $19.5 million increase in accounts receivable due to
increased sales of subscriptions, a $1.8 million increase in prepaid expenses and other assets, and a $0.8 million decrease in accounts payable.
During the fiscal year ended March 31, 2015, operating activities used $13.6 million in cash as a result of a net loss of $50.1 million, adjusted by non-cash
charges of $21.2 million and a change of $15.8 million in our operating assets and liabilities. The change in our operating assets and liabilities was primarily the
result of a $18.9 million increase in deferred revenue as a result of increased sales of subscriptions, a $1.0 million increase in accounts payable due to increased
expenditures, a $4.8 million increase in accrued compensation and benefits and other liabilities due to increased headcount, and a $1.0 million increase in deferred
rent due to new office leases. This was partially offset by an $8.6 million increase in accounts receivable due to increased sales of subscriptions and a $1.4 million
increase in prepaid expenses and other assets.
During the fiscal year ended March 31, 2014, operating activities used $20.7 million in cash as a result of a net loss of $40.2 million, adjusted by non-cash
charges of $11.7 million and a change of $7.8 million in our operating assets and liabilities. The change in our operating assets and liabilities was primarily the
result of a $5.4 million increase in deferred revenue as a result of increased sales of subscriptions, a $2.3 million increase in accounts payable due to increased
expenditures, a $2.1 million increase in accrued compensation and benefits and other liabilities due to increased headcount, and a $1.9 million increase in deferred
rent due to new office leases. This was partially offset by a $3.0 million increase in accounts receivable due to increased sales of subscriptions and a $0.8 million
increase in prepaid expenses and other assets.
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Table of Contents
Investing Activities
Cash used in investing activities during the fiscal year ended March 31, 2016 was $58.1 million, primarily as a result of purchases of short-term investments
of $111.0 million, purchases of property and equipment of $11.7 million, increases in capitalization of software development costs of $6.7 million, payments of
$5.5 million for the acquisition of Opsmatic, Inc., net of cash acquired, and an increase in restricted cash of $3.5 million. These were offset by proceeds from the
maturity of short-term investments of $80.4 million.
Cash used in investing activities during the fiscal year ended March 31, 2015 was $118.7 million, primarily as a result of purchases of short-term investments
of $114.5 million, purchases of property and equipment of $12.6 million, increases in capitalization of software development costs of $9.0 million, and payments of
$2.3 million for the acquisition of Ducksboard, net of cash acquired. These were offset partially by proceeds from the sale of short-term investments of $15.0
million, maturity of short-term investments of $3.8 million, and decreases to restricted cash of $1.0 million.
Cash used in investing activities during the fiscal year ended March 31, 2014 was $17.2 million, primarily as a result of increases in capital expenditures to
purchase property and equipment to support additional office space and site operations, increases in capitalization of software development costs, and increases to
restricted cash in relation to new office space.
Financing Activities
Cash provided by financing activities during the fiscal year ended March 31, 2016 was $14.7 million, which was the result of proceeds from the exercise of
stock options and proceeds from our employee stock purchase plan.
Cash provided by financing activities during the fiscal year ended March 31, 2015 was $218.1 million, primarily as the result of proceeds from our IPO, net
of issuance costs, of $119.9 million, proceeds from our sale of preferred stock, net of issuance costs, of $97.2 million, and the exercise of stock options of $1.2
million. Cash provided by financing activities for the fiscal year ended March 31, 2015 was offset by principle payments on debt assumed through our acquisition
of Ducksboard of $0.3 million.
Cash provided by financing activities for the fiscal year ended March 31, 2014 was $0.3 million, primarily as a result of the exercise of stock options.
Contractual Obligations and Commitments
Our principal contractual commitments primarily consist of obligations under leases for office space. As of March 31, 2016, the future non-cancelable
minimum payments under these obligations, and our future non-cancelable minimum payments under our other contractual obligations were as follows:
Operating lease obligations
Purchase obligations
Total
Off-Balance Sheet Arrangements
Total
$62,859
11,948
$74,807
Less than
1 year
$ 8,448
6,002
$ 14,450
Payments due by period
1 to 3
years
(in
thousands)
$20,713
5,492
$26,205
3 to 5
years
$18,359
225
$18,584
After
5 years
$15,339
229
$15,568
We do not have any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, that were
established for the purpose of facilitating off-balance sheet arrangements or other purposes.
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Table of Contents
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles, or GAAP. In the preparation of
these consolidated financial statements, we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. These
estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from our estimates. 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.
The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated
financial statements are described below.
Revenue Recognition
We generate revenue from subscription-based arrangements that allow our customers to access our products. Our sales agreements have contract terms
typically for one year.
We recognize revenue when the following criteria are met: (i) there is persuasive evidence of an arrangement; (ii) subscriptions have been or are being
provided to the customer; (iii) the amount of fees to be paid by the customer is fixed and determinable; and (iv) collection is reasonably assured.
We recognize subscription revenue on a straight-line basis over the contractual period. Amounts that have been invoiced and that are due are recorded in
deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.
Stock-Based Compensation Expense
We measure and recognize compensation expense related to stock-based transactions, including employee and non-employee director stock options,
restricted stock units, or RSUs, restricted stock awards, or RSAs, and the employee stock purchase plan, or ESPP, in our financial statements based on the fair value
of the awards granted. We estimate the fair value of each option award on the grant date using the Black-Scholes option-pricing model and a single option award
approach. The fair value of RSUs and RSAs is based on the closing price of our common stock as reported on the New York Stock Exchange. We recognize stock-
based compensation expense, net of forfeitures, over the requisite service periods of the awards, which is generally four years.
Our use of the Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the expected term of the option, the
expected volatility of the price of our common stock, risk-free interest rates, the expected dividend yield of our common stock, and for grants prior to our IPO, the
fair value of the underlying common stock. The assumptions we use in our option-pricing model represent management’s best estimates. These estimates involve
inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense
could be materially different in the future.
These assumptions and estimates are as follows:
•
Fair
Value
of
Common
Stock.
Prior to our IPO, the fair value of the common stock underlying the stock-based awards was determined by our board of
directors. Given the absence of a public trading market, the board of directors considered numerous objective and subjective factors to determine the
fair value of our common stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous
third-party valuations of common stock; (ii) the
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Table of Contents
•
•
•
rights and preferences of convertible preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) developments in
the business; and (v) the likelihood of achieving a liquidity event, such as an IPO or sale of the company, given prevailing market conditions. Since
our IPO, we have used the market closing price of our common stock as reported on the New York Stock Exchange.
Risk-Free
Interest
Rate.
We base the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S.
Treasury zero-coupon issues with a remaining term equivalent to that of the options for each option group.
Expected
Term.
The expected term represents the period that our stock-based awards are expected to be outstanding. We base the expected term
assumption on our historical exercise behavior combined with estimates of the post-vesting holding period.
Expected
Volatility.
We determine the price volatility factor based on the historical volatilities of our publicly traded peer group as we do not have
significant trading history for our common stock. Industry peers consist of several public companies in the technology industry that are similar to us in
size, stage of life cycle, and financial leverage. We used the same set of peer group companies in all the relevant valuation estimates. We did not rely
on implied volatilities of traded options in our industry peers’ common stock because the volume of activity was relatively low. We intend to continue
to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility
of our own common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar to
us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.
•
Dividend
Yield.
The expected dividend assumption is based on our current expectations about our anticipated dividend policy. Consequently, we used
an expected dividend yield of zero.
In addition to the assumptions used in the Black-Scholes option-pricing model, we must also estimate a forfeiture rate to calculate the stock-based
compensation expense for our awards. Our forfeiture rate is based on an analysis of our actual forfeitures. We will continue to evaluate the appropriateness of the
forfeiture rate based on actual forfeiture experience, analysis of employee turnover, and other factors. Quarterly changes in the estimated forfeiture rate can have a
significant impact on our stock-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture estimate is
changed.
We estimate the fair value of the rights to acquire stock under our ESPP using the Black-Scholes option-pricing formula. Our ESPP typically provides for
consecutive six-month offering periods and we use our peer group volatility data in the valuation of ESPP shares. We recognize such compensation expense on a
straight-line basis over the requisite service period.
We will continue to use judgment in evaluating the assumptions related to our stock-based compensation on a prospective basis. As we continue to
accumulate additional data related to our common stock, we may have refinements to our estimates, which could materially impact our future stock-based
compensation expense.
Warrants
Warrants to purchase shares of our convertible preferred stock were classified as a liability on our consolidated balance sheets at fair value. The fair value of
the warrants was estimated using an option-valuation model at each reporting date. The change in fair value of the warrants was then recorded on our consolidated
statements of operations as other expense. We used management judgment to estimate the fair value of these warrants.
The fair value of the warrants was recorded as a warrant liability upon issuance. Changes in the fair value of the warrant liability were reflected in other
expense, net. Upon completion of our IPO, our preferred stock warrant liability was re-measured to fair value and any remaining liability was reclassified into
stockholders’ equity.
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Table of Contents
During the years ended March 31, 2015 and 2014, we recognized charges in the amount of $82,000 and $0.7 million, respectively, from the remeasurement
of the fair value of the warrants, which we recorded as other expense in our consolidated statements of operations. No expense was recorded for the year ended
March 31, 2016 because no remeasurement was required subsequent to the reclassification to stockholders’ equity.
Business Combination
We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair value. Goodwill as of the acquisition date is measured as the
excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates
and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates
are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record
adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that we identify adjustments to the preliminary
purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever
comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets. Goodwill
is evaluated for impairment annually in the third quarter, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be
recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate
that could affect the value of goodwill or a significant decrease in expected cash flows.
Intangible assets consist of identifiable intangible assets, primarily developed technology, resulting from our acquisitions. Acquired intangible assets are
recorded at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Long-lived assets,
including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be
recoverable.
Software Development Costs
We capitalize certain development costs incurred in connection with our internal use software and website. These capitalized costs are primarily related to
our software analytics tools that are hosted by us and accessed by our customers on a subscription basis. Costs incurred in the preliminary stages of development
are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the
software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. We also capitalize costs related to
specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Maintenance costs are expensed as
incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, generally three years.
Income Taxes
Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of assets and liabilities, and are
measured using the tax rates that will be in effect when the differences are expected to reverse. Future tax benefits are recognized to the extent that realization of
such benefits is considered to be more likely than not. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that
the deferred tax asset will not be realized. We have considered our
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future anticipated market growth, historical and forecasted earnings, future taxable income and the mix of earnings in the jurisdictions in which we operate along
with prudent, feasible and permissible tax planning strategies in determining the extent to which our deferred tax assets may be realizable. Projections inherently
include a level of uncertainty that could result in lower or higher than expected future taxable income. When we determine that the deferred tax assets for which
there is currently a valuation allowance would be realized in the future, the related valuation allowance will be reduced and a benefit to operations will be recorded.
Conversely, if we were to make a determination that we will not be able to realize a portion of our net deferred tax assets in the future (using the “more likely than
not” criteria), we would record an adjustment to our valuation allowance and a charge to operations in the period in which such determination is made.
We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining
if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation
processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We
consider many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may not accurately
forecast actual outcomes. If interest and penalties related to unrecognized tax benefits were incurred, such amounts would be included in our provision for income
taxes.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board, or FASB, issued new guidance related to the recognition and reporting of revenue that establishes a
comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the
entity expects to receive in exchange for those goods or services. The guidance allows for the use of either the full or modified retrospective transition method, and
the standard will be effective in the fiscal year beginning April 1, 2018; early adoption is permitted for the fiscal year beginning April 1, 2017. We are currently
evaluating the impact of this new standard on our consolidated financial statements, as well as which transition method we intend to use.
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation
of
Financial
Statements—Going
Concern
(Subtopic
205-40):
Disclosure
of
Uncertainties
about
an
Entity’s
Ability
to
Continue
as
a
Going
Concern
. The update is intended to define management’s responsibility to evaluate
whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The standard is
effective in the fiscal year beginning April 1, 2016. We do not believe that this standard will have a material impact on our consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill
and
Other—Internal-Use
Software
(Subtopic
350-40):
Customer’s
Accounting
for
Fees
Paid
in
a
Cloud
Computing
Arrangement
, which provides guidance to customers about whether a cloud computing arrangement includes a software license.
If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with
the acquisition of other software licenses. If the arrangement does not include a software license, then the customer should account for the arrangement as a service
contract. The standard is effective in the fiscal year beginning April 1, 2016. The standard may be applied on either a prospective or retrospective basis. We do not
believe that this standard will have a material impact on our consolidated financial statements.
In September 2015, the FASB issued ASU No. 2015-16, Business
Combinations
(Topic
805):
Simplifying
the
Accounting
for
Measurement-Period
Adjustments
, which eliminates the requirement to restate prior period financial statements for measurement period adjustments. ASU 2015-16 requires that the
cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is
identified. The standard is effective in the fiscal year beginning April 1, 2016. We do not believe that this standard will have a material impact on our consolidated
financial statements.
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Table of Contents
In November 2015, the FASB issued ASU No. 2015-17, Income
Taxes
(Topic
740):
Balance
Sheet
Classification
of
Deferred
Taxes
, which eliminates the
current requirement to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, entities will be required to classify
all deferred tax assets and liabilities as noncurrent. We early adopted this accounting standard update, on a prospective basis, during the third quarter of fiscal year
2016. All deferred tax assets and liabilities, as of March 31, 2016, have been classified as noncurrent in the accompanying Consolidated Balance Sheets and the
notes thereto. The adoption during the current fiscal year resulted in a $0.9 million decrease in current deferred tax liabilities and a $0.9 million increase to non-
current deferred tax liabilities. No prior periods were retrospectively adjusted.
In February 2016, the FASB issued ASU No. 2016-02, Leases
(Topic
842)
, which requires lessees to put most leases on their balance sheets but recognize
the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation
to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard will be effective in the fiscal year
beginning April 1, 2019; early adoption is permitted. The amendments require a modified retrospective approach with optional practical expedients. We are
currently evaluating the impact of this standard on our consolidated financial statements.
In March 2016, the FASB Issued ASU No. 2016-09, Compensation-Stock
Compensation
(Topic
718):
Improvements
to
Employee
Share-Based
Payment
Accounting
. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for
income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The update to the standard will be
effective in the fiscal year beginning April 1, 2017; early adoption is permitted. We are currently evaluating the effect the standard will have on our consolidated
financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk
Our subscription agreements are primarily denominated in U.S. dollars. A portion of our operating expenses are incurred outside the United States and are
denominated in foreign currencies and subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro. Additionally,
fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statements of operations. To date, foreign currency
transaction gains and losses have not been material to our financial statements, and we have not engaged in any foreign currency hedging transactions. As our
international operations grow, we will continue to reassess our approach to managing the risks relating to fluctuations in currency rates. The effect of a hypothetical
10% change in foreign currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial statements.
Interest Rate Risk
We had cash and cash equivalents of $65.9 million as of March 31, 2016, consisting of bank deposits and money market funds. These interest-earning
instruments carry a degree of interest rate risk. To date, fluctuations in our interest income have not been significant. We also had no outstanding debt for any of the
periods presented. We have an agreement to maintain cash balances at a financial institution of no less than $8.0 million as collateral for three letters of credit in
favor of our landlords. The letters of credit carry a fixed interest rate of 1%.
We had short-term investments of $125.4 million as of March 31, 2016, consisting of corporate notes and bonds, U.S. treasury securities, and U.S. agency
securities. Our investments in marketable securities are made for capital preservation purposes. We do not enter into investments for trading or speculative
purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short-term nature
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of these investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates.
A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our consolidated financial
statements.
Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition, or results of operations.
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Table of Contents
Item 8. Financial Statements and Supplementary Data
NEW RELIC, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Loss
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
62
63
64
65
66
67
68
69
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
New Relic, Inc.
San Francisco, California
We have audited the accompanying consolidated balance sheets of New Relic, Inc. and subsidiaries (the “Company”) as of March 31, 2016 and 2015, and
the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the
three years in the period ended March 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of New Relic, Inc. and subsidiaries as of
March 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2016, in conformity with
accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control
over financial reporting as of March 31, 2016, based on the criteria established in Internal
Control—Integrated
Framework
(2013)
issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated May 26, 2016 expressed an unqualified opinion on the Company’s internal control
over financial reporting.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 26, 2016
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Table of Contents
Assets
Current assets:
NEW RELIC, INC.
CONSOLIDATED BALANCE SHEETS
(In
thousands,
except
par
value)
Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowance for doubtful accounts of $664 and $282, respectively
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Restricted cash
Goodwill
Intangible assets, net
Other assets, non-current
Total assets
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
Accrued compensation and benefits
Other current liabilities
Deferred revenue
Total current liabilities
Deferred rent, non-current
Deferred revenue, non-current
Other liabilities, non-current
Total liabilities
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized at March 31, 2016 and March 31, 2015; 50,241 shares and
47,377 shares issued at March 31, 2016 and March 31, 2015; and 49,981 shares and 47,117 shares outstanding at
March 31, 2016 and March 31, 2015;
Treasury stock—at cost (260 shares)
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
See
notes
to
consolidated
financial
statements.
64
March 31,
2016
2015
$ 65,914
125,414
32,514
6,109
229,951
40,147
8,115
11,828
3,661
742
$ 294,444
$
4,450
11,631
4,725
72,397
93,203
4,658
2,326
1,024
101,211
$ 105,257
95,503
13,813
4,299
218,872
35,397
4,623
2,053
2,300
1,466
$ 264,711
$
4,969
6,288
3,623
29,185
44,065
4,638
124
1,014
49,841
50
(263)
392,511
22
(199,087)
193,233
$ 294,444
47
(263)
346,671
15
(131,600)
214,870
$ 264,711
NEW RELIC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In
thousands,
except
per
share
data)
Table of Contents
Revenue
Cost of revenue
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Total operating expenses
Loss from operations
Other income (expense):
Interest income
Interest expense
Other expense, net
Loss before income taxes
Income tax provision (benefit)
Net loss
2016
$181,309
37,183
144,126
Year Ended March 31,
2015
$110,391
21,802
88,589
2014
$ 63,174
10,780
52,394
46,394
129,677
35,693
211,764
(67,638)
24,024
89,162
25,319
138,505
(49,916)
647
(68)
(126)
(67,185)
302
$ (67,487)
176
(104)
(390)
(50,234)
(85)
$ (50,149)
16,496
58,156
17,178
91,830
(39,436)
16
(64)
(741)
(40,225)
—
$ (40,225)
Net loss per share attributable to common stockholders, basic and diluted
$
(1.39)
$
(1.98)
$
(2.58)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted
48,410
25,290
15,596
See
notes
to
consolidated
financial
statements.
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Table of Contents
NEW RELIC, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In
thousands)
Net loss
Other comprehensive income:
Unrealized gain on available-for-sale securities, net of tax
Comprehensive loss
2016
$ (67,487)
Year Ended March 31,
2015
$ (50,149)
2014
$ (40,225)
7
$ (67,480)
15
$ (50,134)
—
$ (40,225)
See
notes
to
consolidated
financial
statements.
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Table of Contents
NEW RELIC, INC.
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(In
thousands)
Balances at March 31, 2013
Issuance of common stock upon
exercise of stock options
Issuance of restricted stock
awards subject to vesting
Stock-based compensation
expense
Net loss
Balances at March 31, 2014
Issuance of Series F convertible
preferred stock—net of
issuance cost of $2,757
Conversion of convertible
preferred stock to common
stock upon initial public
offering
Reclassification of preferred
stock warrant liabilities into
additional paid-in capital
Issuance of common stock upon
exercise of warrants
Issuance of common stock upon
initial public offering—net of
offering costs of $3,069
Issuance of common stock for
acquisition of Few Ducks,
S.L.
Issuance of common stock for
acquisition of Few Ducks,
S.L.—Escrow Shares
Issuance of common stock upon
exercise of stock options
Issuance of restricted stock
awards subject to vesting
Stock-based compensation
expense
Other comprehensive income,
net
Net loss
Balances at March 31, 2015
Issuance of common stock upon
exercise of stock options
Issuance of common stock for
vested restricted stock units
Issuance of common stock
related to employee stock
purchase plan
Issuance of common stock
related to acquisition of
business
Stock-based compensation
expense
Other comprehensive income,
net
Net loss
Balances at March 31, 2016
Convertible Preferred Stock Common Stock
Shares
Amount
Shares Amount
Additional
Paid-In
Capital
Treasruy Stock
Shares Amount
Other
Comprehensive
Income
Accumulated
Deficit
Accumulated
21,357 $
95,917 15,756 $
16 $
10,234
260 $
(263) $
—
—
—
207 —
294 — —
—
100 —
— — —
—
—
21,357 $
— — —
— — —
16 $
95,917 16,063 $
6,505 — —
— — —
(263) $
260 $
17,033
— $
—
—
—
—
— $
Total
Stockholders’
Equity (Deficit)
(31,239)
(41,226) $
—
—
—
(40,225)
(81,451) $
294
—
6,505
(40,225)
(64,665)
3,456
97,243 — —
— — —
—
—
—
(24,813)
(193,160) 24,886
25
193,135 — —
—
—
193,160
—
—
— — —
912 — —
—
40 —
— — —
—
—
—
—
912
—
—
— 5,750
6
119,918 — —
—
—
119,924
—
—
108 —
1,627 — —
—
—
1,627
—
—
—
—
—
—
— $
—
—
—
—
—
—
— $
— — —
188 — —
—
490 —
1,209 — —
—
40 —
— — —
— — —
12,649 — —
— — —
— — —
47 $
— 47,377 $
— — —
— — —
(263) $
260 $
346,671
— 2,324
3
12,518 — —
—
166 —
— — —
—
—
—
—
15
—
15 $
—
—
—
—
—
188
1,209
—
—
12,649
—
(50,149)
(131,600) $
15
(50,149)
214,870
—
12,521
—
—
111 —
2,243 — —
—
—
2,243
—
263 —
6,777 — —
— — —
24,302 — —
— — —
— — —
50 $
— 50,241 $
— — —
— — —
(263) $
260 $
392,511
—
—
7
—
22 $
—
6,777
—
24,302
—
(67,487)
(199,087) $
7
(67,487)
193,233
See
notes
to
consolidated
financial
statements.
67
Table of Contents
NEW RELIC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
thousands)
Cash flows from operating activities:
Net loss:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
Stock-based compensation expense
Other
Changes in operating assets and liabilities, net of acquisition of business:
Accounts receivable, net
Prepaid expenses and other assets
Accounts payable
Accrued compensation and benefits and other liabilities
Deferred revenue
Deferred rent
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Purchases of property and equipment
Down payment for property and equipment
Acquisition of business, net of cash acquired
Decrease (increase) in restricted cash
Purchases of short-term investments
Proceeds from sale and maturity of short-term investments
Capitalized software development costs
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuances of preferred stock, net of issuance costs
Proceeds from initial public offering, net of issuance costs
Principal payments on debt
Proceeds from employee stock purchase plan
Proceeds from issuance of common stock
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow information:
Cash paid for interest and income taxes
Noncash investing and financing activities:
Issuance of common stock for the acquisition of business
Conversion and net exercise of preferred stock warrants
Net exercise of preferred stock warrants in connection with the initial public offering
Property and equipment purchased but not paid yet
Accrued initial public offering costs
See
notes
to
consolidated
financial
statements.
68
2016
Year Ended March 31,
2015
2014
$ (67,487)
$ (50,149)
$ (40,225)
15,119
23,268
2,420
(19,456)
(1,834)
(774)
7,205
45,414
131
4,006
(11,732)
—
(5,498)
(3,492)
(110,978)
80,397
(6,748)
(58,051)
—
—
—
2,243
12,459
14,702
(39,343)
105,257
$ 65,914
$
$
$
$
$
$
169
6,777
—
—
828
—
9,044
11,666
36
(8,565)
(1,449)
1,012
4,790
18,948
1,046
(13,621)
(12,628)
—
(2,262)
978
(114,468)
18,717
(9,017)
(118,680)
97,243
119,924
(271)
—
1,209
218,105
85,804
19,453
$ 105,257
4,536
6,220
943
(3,036)
(754)
2,284
2,069
5,388
1,862
(20,713)
(9,758)
(1,269)
—
(1,001)
—
—
(5,199)
(17,227)
—
—
—
—
294
294
(37,646)
57,099
$ 19,453
$
$
$
$
$
$
91
$
52
1,826
632
280
464
—
$ —
$ —
$ —
619
$
237
$
Table of Contents
NEW RELIC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
Description of Business and Summary of Significant Accounting Policies
Description of Business —New Relic, Inc. (the “Company” or “New Relic”) was incorporated in Delaware on February 20, 2008. The Company is a
software-as-a-service provider of software analytics products which allow users to monitor software performance and see how their software is being used with
applications deployed in a cloud or in a data center. New Relic’s software analytics products and platform capabilities enable software developers, IT operations,
and business users to better understand their digital business.
Basis of Presentation and Consolidation —The consolidated financial statements include the accounts of New Relic and its wholly owned subsidiaries.
These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, or GAAP. All
intercompany balances and transactions have been eliminated in consolidation. Subsequent events were evaluated through May 26, 2016, the date on which the
consolidated financial statements were issued.
Foreign Currency Translation and Transactions —The functional currency of the Company’s foreign subsidiaries is the U.S. dollar. The Company
translates all monetary assets and liabilities denominated in foreign currencies into U.S. dollars using the exchange rates in effect at the balance sheet dates and
other assets and liabilities using historical exchange rates.
Foreign currency denominated revenue and expenses have been re-measured using the average exchange rates in effect during each period. Foreign currency
re-measurement gains and losses have been included in other income (expense).
Initial Public Offering —In December 2014, New Relic completed its initial public offering, or IPO, in which the Company issued and sold 5,750,000
shares of common stock at a public offering price of $23.00 per share. The Company received aggregate proceeds of approximately $123.0 million from the sale of
shares of common stock, net of underwriters’ discounts and commissions, but before deducting offering expenses of approximately $3.1 million.
The sale of common stock in the IPO triggered the weighted average anti-dilution provisions set forth in the Company’s amended and restated certificate of
incorporation. At the IPO price of $23.00 per share, the per share conversion rate for the Company’s Series F convertible preferred stock into common stock was
approximately 1:1.02. The conversion rate for the Company’s Series A, Series B, Series C, Series D, and Series E convertible preferred stock was 1:1. As a result
of the IPO, the 24,813,343 shares of the Company’s convertible preferred stock outstanding automatically converted into 24,885,778 shares of the Company’s
common stock.
Use of Estimates —The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of income and expenses during the reporting period. Significant items subject to such estimates and assumptions include the
fair value of the Company’s common stock and share-based awards, fair value of the preferred stock warrant liability, fair value of purchased intangible assets and
goodwill, useful lives of purchased intangible assets, unrecognized tax benefits, and the capitalization and estimated useful life of the Company’s software
development costs. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ
from management’s estimates.
Segments —The Company’s chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated
basis, accompanied by information about revenue by geographic region. Accordingly, the Company has determined that it has a single reportable segment.
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Table of Contents
Cash and Cash Equivalents —The Company considers all highly liquid investments with an original maturity of three months or less at the date of
purchase to be cash and cash equivalents.
Restricted Cash —The Company has an agreement to maintain cash balances at a financial institution as collateral for letters of credit relating to the
Company’s property leases.
Short-term Investments —Short-term investments consist of money market funds, certificates of deposit, commercial paper, U.S. treasury securities, U.S.
agency securities, and corporate debt securities, and are classified as available-for-sale securities. The Company has classified its investments as current based on
the nature of the investments and their availability for use in current operations. Available-for-sale securities are carried at fair value with unrealized gains and
losses reported as a component of accumulated other comprehensive income, while realized gains and losses and other-than-temporary impairments are reported
within the statement of operations. For the periods presented, realized and unrealized gains and losses on investments were not significant. An impairment charge is
recorded in the consolidated statements of operations for declines in fair value below the cost of an individual investment that are deemed to be other than
temporary. The Company assesses whether a decline in value is temporary based on the length of time that the fair market value has been below cost, the severity
of the decline and the intent and ability to hold or sell the investment. The Company did not identify any investments as other-than-temporarily impaired as of
March 31, 2016 or March 31, 2015.
Business Combinations —The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair value. Goodwill as of
the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities
assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and
liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may
be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to
goodwill to the extent that the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final
determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s
consolidated statements of operations. There has been no such adjustment as of March 31, 2016.
Property and Equipment —Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful
lives of the assets. The Company uses an estimated useful life of three years for employee-related computers and software, three years for other office equipment
and site-related computer hardware, and five years for furniture. Leasehold improvements are amortized over the shorter of the lease-term or the estimated useful
life of the related asset. Down payments for property and equipment are recorded at cost and included in other assets in the accompanying consolidated balance
sheet. Once the corresponding property and equipment item has been received, it will be reclassified to property and equipment and amortized.
Convertible Preferred Stock Warrant Liability —Freestanding warrants to purchase convertible preferred stock are accounted for as liability awards and
recorded at fair value on their initial issuance date and adjusted to fair value at each balance sheet date, with the change in fair value being recorded in other
expense, net. Upon completion of the IPO, the Company’s preferred stock warrant liability was re-measured to fair value and any remaining liability was
reclassified into stockholders’ equity.
Revenue Recognition —The Company generates revenue from subscription-based arrangements that allow customers to access its products. The Company
recognizes revenue when all four of the following criteria are met:
•
•
There is persuasive evidence of an arrangement.
The subscriptions have been or are being provided to the customer.
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•
•
The amount of fees to be paid by the customer is fixed or determinable.
The collection is reasonably assured.
Revenue from subscription-based arrangements is recognized ratably over the contractual period, generally from one to twelve months. All of the
Company’s subscription-based arrangements are priced on a fixed-fee basis.
Deferred Revenue —Deferred revenue consists of billings or payments received in advance of revenue being recognized. The Company generally invoices
its customers monthly, quarterly, or annually. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred
revenue and the remaining portion is recorded as non-current deferred revenue.
Cost of Revenue —Cost of revenue consists of expenses relating to data center operations, hosting-related costs, payment processing fees, depreciation and
amortization, consulting costs, and salaries and benefits of operations and global customer support personnel.
Accounts Receivable and Allowance for Doubtful Accounts —Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful
accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the
adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine
whether a specific allowance is appropriate. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified.
For all periods presented, the allowance for doubtful accounts activity was not significant.
Software Development Costs —The Company capitalizes certain development costs incurred in connection with its internal use software and website.
These capitalized costs are primarily related to its software analytics tools that are hosted by the Company and accessed by its customers on a subscription basis.
Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external
costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of
all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in
additional features and functionality. Maintenance costs are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated
useful life, generally three years. The Company capitalized $7.7 million, $10.0 million, and $5.5 million in internal use software during the fiscal years ended
March 31, 2016, 2015, and 2014, respectively. Included in the capitalized development costs were $1.0 million, $1.0 million, and $0.3 million of stock-based
compensation costs for the fiscal years ended March 31, 2016, 2015, and 2014, respectively. Amortization expense totaled $6.7 million, $3.9 million, and $2.1
million during the fiscal years ended March 31, 2016, 2015, and 2014, respectively. The net book value of capitalized internal use software as of March 31, 2016
and 2015, which is recorded in property and equipment on the accompanying consolidated balance sheets, was $12.6 million, respectively.
Commissions —Sales and marketing commissions are recognized as an expense at the time of the customer order. Substantially all of the effort by the sales
and marketing organization is expended through the time of closing the sale.
Advertising Expenses —Advertising is expensed as incurred and is included in sales and marketing in the consolidated statements of operations.
Advertising expense was $25.5 million, $25.1 million, and $22.4 million for the fiscal years ended March 31, 2016, 2015, and 2014, respectively.
Operating Leases —The Company leases office space and a data center facility under operating leases. Certain lease agreements contain rent holidays,
allowances, and rent escalation provisions. The Company recognizes rent expense under such leases on a straight-line basis over the term of the lease. Lease
renewal periods are considered on a lease-by-lease basis in determining the lease term.
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Impairment of Long-Lived Assets —Long-lived assets, such as property and equipment, acquired intangible assets, and capitalized software development
costs subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be
recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be
generated by the asset to its carrying value. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is
recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow
models, quoted market values, and third-party independent appraisals, as considered necessary. For the fiscal years presented, the Company had not impaired any
of its long-lived assets.
Goodwill —Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible
assets. Goodwill is evaluated for impairment annually in the third quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate
the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change
in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. Since inception through March 31,
2016, the Company did not have any goodwill impairment.
Intangible Assets —Intangible assets consist of identifiable intangible assets, primarily developed technology, resulting from the Company’s acquisitions.
Acquired intangible assets are recorded at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful
lives.
Stock-Based Compensation —The Company estimates the fair value of share-based awards on the date of grant. The value of the portion of the award that
is ultimately expected to vest is recognized as expense over the requisite service periods in the statements of operations. The Company recognizes compensation
expense over the vesting period of the entire award using the straight-line attribution method. These amounts are reduced by an estimated forfeiture rate. The
forfeiture rate is estimated based on actual cancellation experience and is applied to all share-based awards. The rate is estimated at the time of grant and revised, if
necessary, in subsequent periods if actual forfeitures differ from those estimates.
The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for stock options and shares pursuant
to the Company’s 2014 Employee Stock Purchase Plan, or ESPP. The Black-Scholes option-pricing model requires the use of highly subjective and complex
assumptions, which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock.
The authoritative guidance prohibits the recognition of a deferred tax asset for an excess tax benefit that has not yet been realized. As a result, the Company
will only recognize a benefit from stock-based compensation in additional paid-in capital if an incremental tax benefit is realized or realizable after all other tax
attributes currently available have been utilized.
Compensation expense related to equity instruments issued to nonemployees is recognized as the equity instruments vest. At each reporting date, the
Company revalues the fair value and expense related to the unvested portion of such nonemployee awards. As a result, compensation expense related to unvested
equity instruments issued to nonemployees fluctuates as the fair value of the Company’s common stock fluctuates.
Fair Value Measurements —The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required
to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company
applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The
carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents,
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restricted cash, short-term investments, accounts receivable, accounts payable, and accrued liabilities, due to their short-term nature.
Concentration of Risk —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash
equivalents, restricted cash, short-term investments, and trade accounts receivable. The Company invests its excess cash in money market funds, certificates of
deposit, commercial paper, U.S. treasury securities, U.S. agency securities, and corporate debt securities with major financial institutions. Management believes
that the financial institutions that hold the Company’s investments are financially sound and, accordingly, are subject to minimal credit risk. No customers
represented more than 10% of the Company’s accounts receivable balance as of March 31, 2016, and one customer accounted for 12% of accounts receivable as of
March 31, 2015. In addition, there were no customers that individually exceeded 10% of the Company’s revenue during the fiscal years ended March 31, 2016,
2015, and 2014.
Income Taxes —The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In addition, deferred
tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. Valuation allowances are provided
when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company applies the authoritative accounting guidance prescribing a threshold and measurement attribute for the financial recognition and measurement
of a tax position taken or expected to be taken in a tax return. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first
step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be
sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax
liability as the largest amount that is more likely than not to be realized upon ultimate settlement.
Net Loss Per Share Attributable to Common Stockholders —The Company calculates its basic and diluted net loss per share attributable to common
stockholders in conformity with the two-class method required for companies with participating securities. Under the two-class method, in periods when the
Company has net income, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current
period convertible preferred stock non-cumulative dividends, between common stock and the convertible preferred stock. In computing diluted net income
attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. The Company’s basic net loss per
share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of
common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive
common stock equivalents outstanding for the period. For purposes of this calculation, convertible preferred stock, options to purchase common stock, common
stock reserved for issuance, restricted stock units, convertible preferred stock warrants, and shares issuable pursuant to the ESPP are considered common stock
equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.
Recent Accounting Pronouncements —In May 2014, the FASB issued new guidance related to the recognition and reporting of revenue that establishes a
comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the
entity expects to receive in exchange for those goods or services. The guidance allows for the use of either the full or modified retrospective transition method, and
the standard will be effective for the Company in its fiscal year beginning April 1, 2018; early adoption is permitted for the fiscal year beginning April 1, 2017. The
Company is currently evaluating the impact of this new standard on its consolidated financial statements, as well as which transition method the Company intends
to use.
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In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation
of
Financial
Statements—Going
Concern
(Subtopic
205-40):
Disclosure
of
Uncertainties
about
an
Entity’s
Ability
to
Continue
as
a
Going
Concern
. The Update is intended to define management’s responsibility to evaluate
whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The standard is
effective for the Company in the fiscal year beginning April 1, 2016. The Company does not believe that this standard will have a material impact on its
consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill
and
Other—ıInternal-Use
Software
(Subtopic
350-40):
Customer’s
Accounting
for
Fees
Paid
in
a
Cloud
Computing
Arrangement
, which provides guidance to customers about whether a cloud computing arrangement includes a software
license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement
consistent with the acquisition of other software licenses. If the arrangement does not include a software license, then the customer should account for the
arrangement as a service contract. The standard is effective for the Company in the fiscal year beginning April 1, 2016. The standard may be applied on either a
prospective or retrospective basis. The Company does not believe that this standard will have a material impact on its consolidated financial statements.
In September 2015, the FASB issued ASU No. 2015-16, Business
Combinations
(Topic
805):
Simplifying
the
Accounting
for
Measurement-Period
Adjustments
, which eliminates the requirement to restate prior period financial statements for measurement period adjustments. ASU 2015-16 requires that the
cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is
identified. The standard is effective for the Company in the fiscal year beginning April 1, 2016. The Company does not believe that this standard will have a
material impact on its consolidated financial statements.
In November 2015, the FASB issued ASU No. 2015-17, Income
Taxes
(Topic
740):
Balance
Sheet
Classification
of
Deferred
Taxes
, which eliminates the
current requirement to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, entities will be required to classify
all deferred tax assets and liabilities as noncurrent. The Company early adopted this accounting standard update, on a prospective basis, during the third quarter of
fiscal year 2016. All deferred tax assets and liabilities, as of March 31, 2016, have been classified as noncurrent in the accompanying Consolidated Balance Sheets
and the notes thereto. The adoption during the current fiscal year resulted in a $0.9 million decrease in current deferred tax liabilities and a $0.9 million increase to
non-current deferred tax liabilities. No prior periods were retrospectively adjusted.
In February 2016, the FASB issued ASU No. 2016-02, Leases
(Topic
842)
, which requires lessees to put most leases on their balance sheets but recognize
the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation
to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard will be effective for the Company in
the fiscal year beginning April 1, 2019; early adoption is permitted. The amendments require a modified retrospective approach with optional practical expedients.
The Company is currently evaluating the impact of this standard on its consolidated financial statements.
In March 2016, the FASB Issued ASU No. 2016-09, Compensation-Stock
Compensation
(Topic
718):
Improvements
to
Employee
Share-Based
Payment
Accounting
. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for
income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The update to the standard is effective
for the Company in the fiscal year beginning April 1, 2017; early adoption is permitted. The Company is currently evaluating the effect the standard will have on its
consolidated financial statements.
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2.
Business Combination
Opsmatic,
Inc.
In October 2015, the Company completed the acquisition of Opsmatic, Inc. (“Opsmatic”), a provider of live-state server configuration monitoring across
dynamic cloud infrastructure, pursuant to which the Company acquired all of the capital stock of Opsmatic for $5.5 million in cash, up to 161,116 shares of the
Company’s common stock, a portion of which are subject to forfeiture in the event of certain indemnification claims by the Company, and 12,008 restricted stock
units (“RSUs”) with fair values of $39.15 per share, resulting in an aggregate purchase price of $12.3 million. Of the total purchase price, $2.5 million was
allocated to acquired technology and an immaterial amount to net assets acquired, with the excess $9.8 million of the purchase price over the fair value of net
tangible and intangible assets acquired recorded as goodwill. The Company also recognized transaction costs of approximately $0.4 million, which is included in
general and administrative expense in its consolidated statements of operations for year ended March 31, 2016. The Opsmatic technology complements the
Company’s existing server and infrastructure monitoring capabilities and has an estimated useful life of three years. The acquisition has been accounted for as a
business combination under the acquisition method. Goodwill generated from the acquisition is attributable to expected synergies from future growth and potential
future monetization opportunities, and is not deductible for tax purposes. Pro forma revenue and results of operations have not been presented because the historical
results of Opsmatic were not material to the Company’s consolidated financial statements in any period presented.
The acquisition also included an obligation to issue up to 98,115 shares of its common stock, with an aggregate grant date fair value of $3.8 million, to
certain former employees of Opsmatic, contingent upon their continuous employment with the Company. As such, compensation expense will be recorded on a
straight-line basis over the respective service period of 30 months. As of March 31, 2016, 50,079 of these shares were issued, all of which are subject to repurchase
by the Company.
Few
Ducks,
S.L.
In October 2014, the Company closed the acquisition of Few Ducks, S.L., (“Ducksboard”), a provider of real-time dashboards for tracking business metrics
from a broad set of application sources, pursuant to which the Company acquired all of the capital stock of Ducksboard for 121,493 shares of the Company’s
common stock, all of which were issued upon the conclusion of the indemnity holdback period, and $2.3 million in cash resulting in an aggregate purchase price of
$4.2 million. Of the total purchase price, $2.8 million was allocated to identifiable intangible assets and $0.7 million to net liabilities assumed, with the excess $2.1
million of the purchase price over the fair value of net tangible liabilities assumed and intangible assets acquired recorded as goodwill. The addition of the
Ducksboard technology complements the Company’s visualization expertise and the Company believes it will readily expand the sources of data that are available
to customers via the Company’s Software Analytics data cloud. The Company accounted for the acquisition of Ducksboard as a purchase of a business. Goodwill
generated from the acquisition is attributable to expected synergies from future growth and potential future monetization opportunities, and is not deductible for tax
purposes. Pro forma revenue and results of operations have not been presented because the historical results of Ducksboard were not material to the Company’s
consolidated financial statements in any period presented.
In connection with the acquisition, the Company also agreed to issue up to 128,507 shares of its common stock, with a grant date fair value of $1.9 million,
to certain former employees of Ducksboard, contingent upon their continuous employment with the Company. From the date of acquisition, compensation expense
is recorded straight-line over the respective service period of three years. As of March 31, 2016, 38,566 of these shares were issued.
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3.
Fair Value Measurements
The Company reports assets and liabilities recorded at fair value on the Company’s consolidated balance sheets based upon the level of judgment associated
with inputs used to measure their fair value. The categories are as follows:
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs are quoted prices for similar assets and liabilities in active markets; quoted prices for identical assets or liabilities in markets with
insufficient volume or infrequent transactions (less active markets); or inputs other than quoted prices that are observable for the assets or liabilities, either directly
or indirectly through market corroboration, for substantially the full term of the financial instruments.
Level 3—Inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require
significant management judgment or estimation.
The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of March 31, 2016 and 2015
based on the three-tier fair value hierarchy (in thousands):
Description:
Money market funds
Corporate notes and bonds
U.S. treasury securities
U.S. government agencies
Restricted cash—money market funds
Total
Included in cash and cash equivalents
Included in short-term investments
Included in restricted cash
Description:
Money market funds
Certificates of deposit
Commercial paper
Corporate notes and bonds
U.S. treasury securities
U.S. government agencies
Restricted cash—money market funds
Total
Included in cash and cash equivalents
Included in short-term investments
Included in restricted cash
Fair Value Measurements as of
March 31, 2016
Level 1
Level 2
Level 3
Total
$36,118
—
2,297
—
8,115
$46,530
$ —
15,933
—
107,184
—
$123,117
$ —
—
—
—
—
$ —
$ 36,118
15,933
2,297
107,184
8,115
$169,647
$ 36,118
$125,414
$
8,115
Fair Value Measurements as of
March 31, 2015
Level 1
Level 2
Level 3
Total
$56,455
—
—
—
500
—
4,623
$61,578
$ —
1,800
30,288
38,715
—
33,199
—
$104,002
$ —
—
—
—
—
—
—
$ —
$ 56,455
1,800
30,288
38,715
500
33,199
4,623
$165,580
$ 65,454
$ 95,503
$
4,623
There were no transfers between fair value measurement levels during the fiscal year ended March 31, 2016.
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Prior to the Company’s IPO, outstanding warrants to purchase shares of the Company’s Series A and Series D convertible preferred stock were classified as
other liabilities. The initial liability recorded was adjusted for changes in the fair values of the Company’s preferred stock warrants during each reporting period
and was recorded as a component of other (expense) income, net in the statement of operations. During the fiscal years ended March 31, 2015 and 2014, the
Company recognized charges in the amount of $82,000, and $0.7 million, respectively, which was recorded as other expense in the Company’s consolidated
statements of operations.
Upon the closing of the Company’s IPO and the conversion of the underlying preferred stock to common stock, the Company’s warrants to purchase shares
of Series A and Series D convertible preferred stock were converted into warrants to purchase shares of the Company’s common stock. The aggregate fair value of
these warrants upon the closing of the IPO was $0.9 million which was reclassified from liabilities to additional paid-in capital, a component of stockholders’
equity, and the Company ceased recording any further related periodic fair value adjustments. The Company estimated the fair values of these warrants using the
Black-Scholes option-pricing model, based on the inputs for the estimated fair value of the underlying convertible preferred stock at the valuation measurement
date, the remaining contractual term of the warrant, risk-free interest rates, expected dividend rates and expected volatility of the price of the underlying convertible
preferred stock. These estimates were based on subjective assumptions.
Immediately prior to the close of the IPO and as of March 31, 2014, the Company determined the fair value of the outstanding convertible preferred stock
warrants utilizing the following assumptions:
Remaining contractual term (in years)
Risk-free interest rate
Volatility
Dividend yield
The above assumptions were determined as follows:
Prior to Close
of IPO on
December 17,
2014
0.0 - 3.7
0.0 - 1.4%
45%
—
As of
March 31,
2014
4.4 - 8.4
1.5 - 2.5%
50%
—
Remaining
Contractual
Term
—The remaining contractual term represented the time from the date of the valuation to the expiration of the warrant.
Risk-Free
Interest
Rate
—The risk-free interest rate was based on the U.S. Treasury yield in effect as of December 17, 2014 and March 31, 2014, and for
zero coupon U.S. Treasury notes with maturities approximately equal to the term of the warrant.
Volatility
—The volatility was derived from historical volatilities of several unrelated publicly listed peer companies over a period approximately equal to
the term of the warrant because the Company had limited information on the volatility of the preferred stock since there was no trading history. When making the
selections of industry peer companies to be used in the volatility calculation, the Company considered the size, operational, and economic similarities to the
Company’s principle business operations.
Dividend
Yield
—The expected dividend assumption was based on the Company’s expectations about its dividend policy.
The warrant to purchase shares of the Company’s Series D convertible preferred stock was automatically net exercised for an aggregate of 12,193 shares of
common stock upon closing of the Company’s IPO in December 2014.
The warrant to purchase shares of the Company’s Series A convertible preferred stock that was converted into a warrant to purchase shares of the Company’s
common stock was net exercised for an aggregate of 27,573 shares of common stock in January 2015.
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Gross unrealized gains or losses for cash equivalents and available-for-sale marketable securities as of March 31, 2016 and 2015 were not significant. As of
March 31, 2016, and 2015, there were no securities that were in an unrealized loss position for more than 12 months.
The following table classifies the Company’s available-for-sale short-term investments by contractual maturities as of March 31, 2016 and 2015 (in
thousands):
Due in one year
Due in one to two years
Total
March 31,
2016
$103,822
21,592
$125,414
March 31,
2015
$ 53,287
42,216
$ 95,503
For certain other financial instruments, including accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their
fair value due to the relatively short maturity of these balances.
4.
Property and Equipment
Property and equipment, net, consisted of the following (in thousands):
Computers, software, and equipment
Site operation equipment
Furniture and fixtures
Leasehold improvements
Capitalized software development costs
Total property and equipment
Less: accumulated depreciation and amortization
Total property and equipment, net
March 31,
2016
4,835
$
14,793
917
22,217
28,054
70,816
(30,669)
$ 40,147
$
March 31,
2015
2,985
6,383
868
20,513
21,402
52,151
(16,754)
$ 35,397
Depreciation and amortization expense related to property and equipment during the fiscal years ended March 31, 2016, 2015, and 2014 was $14.0 million,
$8.5 million, and $4.5 million, respectively.
5.
Goodwill and Purchased Intangibles Assets
The changes in the carrying amount of goodwill for the fiscal year ended March 31, 2016 are as follows (in thousands):
Goodwill as of March 31, 2015
Goodwill acquired
Goodwill as of March 31, 2016
$ 2,053
9,775
$11,828
Purchased intangible assets subject to amortization as of March 31, 2016 consist of the following (in thousands):
Developed technology
Customer relationships
Other intangible assets
Gross Carrying
Amount
4,900
100
300
5,300
$
$
78
Accumulated
Amortization
(1,339)
$
(75)
(225)
(1,639)
$
Net Carrying
Amount
$
$
3,561
25
75
3,661
Table of Contents
Purchased intangible assets subject to amortization as of March 31, 2015 consist of the following (in thousands):
Developed technology
Customer relationships
Other intangible assets
Gross Carrying
Amount
$
$
2,400
100
300
2,800
Accumulated
Amortization
(400)
$
(25)
(75)
(500)
$
Net Carrying
Amount
$
$
2,000
75
225
2,300
Amortization expense of purchased intangible assets for the fiscal years ended March 31, 2016 and 2015 was $1.1 million and $0.5 million, respectively. No
amortization expense was recorded for the fiscal year ended March 31, 2014.
Estimated future amortization expense as of March 31, 2016 is as follows (in thousands):
2017
2018
2019
6.
Other Current Liabilities
Other current liabilities consisted of the following (in thousands):
Deferred tax liability
Accrued liabilities
Accrued tax liabilities
Deferred rent
Other
Total other current liabilities
$1,392
1,580
689
$3,661
As of March 31,
2016
$ —
2,480
787
413
1,045
$4,725
2015
$ 913
1,365
345
301
699
$3,623
7.
Commitments and Contingencies
Leases —The Company leases office space under non-cancelable operating lease agreements, which expire from 2017 through 2023.
In June 2015, the Company entered into an eight-year lease with respect to office space within a building located in San Francisco, California, pursuant to
which the Company leases approximately 14,067 square feet and will lease an additional approximately 42,201 square feet on June 1, 2016.
Deferred Rent —Certain of the Company’s operating leases contain rent holidays, allowances, and rent escalation provisions. For these leases, the Company
recognizes the related rental expense on a straight-line basis over the life of the lease from the date the Company takes possession of the office and records the
difference between amounts charged to operations and amounts paid as deferred rent. These rent holidays, allowances, and rent escalations are considered in
determining the straight-line expense to be recorded over the lease term. As of March 31, 2016 and 2015, $5.1 million and $4.9 million, respectively, was recorded
as deferred rent.
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Rent expense, net of sublease income, for operating leases was $6.4 million, $5.2 million, and $4.7 million for the fiscal years ended March 31, 2016, 2015,
and 2014, respectively. For the fiscal years ended March 31, 2016, 2015, and 2014, rent expense was offset by $31,000, $0.7 million, and $0.7 million of sublease
income, respectively.
Future minimum lease payments under non-cancelable operating leases as of March 31, 2016 were as follows (in thousands):
Years Ending March 31,
2017
2018
2019
2020
2021
Thereafter
Total minimum future lease payments
Operating Leases
8,448
$
10,256
10,457
10,746
7,613
15,339
62,859
$
Future minimum sublease income under non-cancelable operating leases is $0.2 million for the fiscal year ending March 31, 2016.
Purchase Commitments —As of March 31, 2016 and 2015, the Company had purchase commitments of $11.9 million and $3.6 million, respectively, for
specific contractual services.
Legal Proceedings —From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business, and may be
subject to third-party infringement claims.
On November 5, 2012, CA, Inc. filed suit against the Company in the United States District Court, Eastern District of New York for alleged patent
infringement. CA, Inc.’s complaint against the Company claims that certain aspects of the Company’s products infringe certain patents held by CA, Inc. Discovery
is complete in the case, and the court has ruled on summary judgment motions filed by both parties. A trial date has not been set as of March 31, 2016. The
Company cannot at this time predict the likely outcome of this proceeding or estimate the amount or range of loss or possible loss that may arise from it. The
Company has not accrued any loss related to the outcome of this case as of March 31, 2016.
In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers,
lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third
parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products
when used for their intended purposes infringe the intellectual property rights of such other third parties, or other claims made against certain parties. To date, the
Company has not incurred any costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial
statements. In addition, the Company indemnifies its officers, directors, and certain key employees while they are serving in good faith in their respective
capacities. The Company does not currently believe there is a reasonable possibility that a loss may have been incurred under these indemnification obligations. To
date, there have been no claims under any such indemnification provisions.
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8.
Convertible Preferred Stock
As of the March 31, 2014, the Company’s outstanding convertible preferred stock consisted of the following (in thousands):
Series A
Series B
Series C
Series D
Series E
Shares Authorized
7,028
6,492
2,852
1,643
4,308
22,323
Shares Issued and Outstanding
7,000
6,492
2,852
1,566
3,447
21,357
Liquidation Preference
3,500
$
7,940
9,943
15,000
60,000
96,383
$
In April 2014, the Company sold 3,456,140 shares of Series F convertible preferred stock (“Series F”) at a price of $28.93 per share, receiving net proceeds
of $97.2 million. Holders of the Company’s Series F voted together with the holders of the Company’s common stock and convertible preferred stock, with each
share of Series F having a number of votes equal to the number of shares of common stock issuable upon the conversion of each share of Series F. In a liquidation
event, holders of Series F were entitled to receive, ratably with the Series E convertible preferred stock and in preference to the holders of all other classes of
convertible preferred stock, an amount equal to the original issuance price of the Series F plus any declared but unpaid dividends. The holders of Series F had the
right to convert, at any time, into shares of common stock at an initial conversion ratio of 1:1, subject to adjustment based on antidilution protection, and all
outstanding Series F would automatically convert into shares of common stock in the event that (i) the holders of a majority of outstanding Series F consent to
conversion or (ii) immediately prior to the closing of a qualified IPO. The sale of common stock in the IPO triggered the weighted average anti-dilution provisions
set forth in the Company’s amended and restated certificate of incorporation. At the IPO price of $23.00 per share, the per share conversion rate for the Company’s
Series F convertible preferred stock into common stock was approximately 1:1.02.
Upon the completion of the IPO, all outstanding convertible preferred stock was converted into 24,885,778 shares of common stock and the Company’s
certificate of incorporation was amended and restated to authorize the Company to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share.
Convertible preferred stock immediately prior to the conversion into common stock consisted of the following (in thousands):
Series A
Series B
Series C
Series D
Series E
Series F
9.
Stock Transactions
Shares Authorized
7,028
6,492
2,852
1,643
3,447
3,500
24,962
Shares Issued and Outstanding
7,000
6,492
2,852
1,566
3,447
3,456
24,813
Liquidation Preference
3,500
$
7,940
9,943
15,000
60,000
100,000
196,383
$
In August 2013 and December 2013, certain of the Company’s existing investors acquired approximately 347,000 shares of outstanding common stock from
employees and a former employee at a purchase price of $17.4089 per share. As a result, the Company recorded a total of $2.4 million in share-based compensation
expense for the difference between the price paid and the estimated fair market value on the date of the transaction. Of the total share-based compensation expense,
the Company recorded $0.8 million, $0.2 million, and $1.4 million in research and development, sales and marketing, and general and administrative expenses,
respectively, for the fiscal year ended March 31, 2014.
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In connection with these tender offers, the Company waived any rights of first refusal or other transfer restrictions applicable to such shares.
10. Common Stock and Stockholders’ Equity
Common stock reserved for issuance —The Company had reserved shares of common stock for future issuance as follows (in thousands):
Common stock options outstanding
RSUs outstanding
Common stock reserved for issuance in connection with acquisition
Available for future stock option and RSU grants
Available for future employee stock purchase plan awards
As of March 31,
2016
7,050
1,549
90
6,561
1,360
16,610
2015
9,422
723
129
5,149
1,000
16,423
Common stock authorized —Upon the completion of the IPO, the Company’s certificate of incorporation was amended and restated to increase the amount
of common stock authorized for issuance from 55,000,000 to 100,000,000 common shares with a par value of $0.001 per share.
Employee Stock Purchase Plan —The Company’s board of directors adopted, and the Company’s stockholders approved, the Company’s ESPP, which
became effective in December 2014. The ESPP initially reserved and authorized the issuance of up to 1,000,000 shares of common stock. The ESPP provides that
the number of shares reserved and available for issuance under the ESPP will automatically increase each April, beginning on April 1, 2015, by the lesser of
500,000 shares, 1% of the number of the Company’s common stock shares issued and outstanding on the immediately preceding March 31, or such lesser number
of shares as determined by the Company’s board of directors. For the year ended March 31, 2016, 111,150 shares of common stock were purchased under the ESPP
and a total of $0.9 million of stock-based compensation expense was recorded. As of March 31, 2016, 1,360,019 shares of common stock were available for
issuance under the ESPP.
2008 Equity Incentive Plan —The Company’s board of directors adopted the 2008 Equity Incentive Plan, or the 2008 Plan, in February 2008. The 2008
Plan was terminated in connection with the Company’s IPO, and accordingly, no shares are available for future issuance under this plan. The 2008 Plan continues
to govern outstanding awards granted thereunder.
2014 Equity Incentive Plan —The Company’s board of directors adopted, and the Company’s stockholders approved, the Company’s 2014 Equity
Incentive Plan, or the 2014 Plan, which became effective in December 2014. The 2014 Plan serves as the successor to the Company’s 2008 Plan. The 2014 Plan
initially reserved and authorized the issuance of 5,000,000 shares of the Company’s common stock. Additionally, shares not issued or subject to outstanding grants
under the 2008 Plan upon its termination became available under the 2014 Plan, resulting in a total of 5,184,878 available shares under the 2014 Plan as of the
effective date of the 2014 Plan. Pursuant to the terms of the 2014 Plan, any shares subject to outstanding stock options or other stock awards under the 2008 Plan
that (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited because of the failure to meet a contingency or condition required to vest
such shares or otherwise return to the Company or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award
or to satisfy the purchase price or exercise price of a stock award will become available for issuance pursuant to awards granted under the 2014 Plan. The 2014 Plan
provides that the number of shares reserved and available for issuance under the plan will automatically increase each April 1, beginning on April 1, 2015, by 5%
of the outstanding number of shares of the Company’s common stock shares issued and outstanding on the immediately preceding March 31, or such lesser number
of shares as determined by the Company board of directors. As of March 31, 2016, there were 6,560,777 shares available for issuance under the 2014 Plan.
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The following table summarizes the Company’s stock option and RSU award activities for the fiscal year ended March 31, 2016 (in thousands, except per
share information):
Options Outstanding
RSUs Outstanding
Outstanding—April 1, 2015
Stock options granted
RSUs granted
Stock options exercised
RSUs vested
Stock options canceled/forfeited
RSUs canceled/forfeited
Outstanding—March 31, 2016
Options vested and expected to vest— March 31, 2016
Options vested and exercisable— March 31, 2016
RSUs expected to vest—March 31, 2016
Number
of
Shares
9,422 $
685
Weighted-
Average
Exercise
Price
10.08
32.17
Weighted-
Average
Remaining
Contractual
Term (in
years)
Aggregate
Intrinsic
Value
Number
of
Shares
Weighted-
Average
Grant
Date Fair
Value
Weighted-
Average
Remaining
Contractual
Term (in
years)
Aggregate
Intrinsic
Value
7.9 $ 231,964
723 $
23.87
3.5 $ 25,098
(2,324)
5.39
65,572
(733)
15.58
7,050 $
13.20
6.5 $ 95,326
7,011 $
3,840 $
13.12
7.82
6.5 $ 95,226
5.1 $ 70,300
1,155
32.45
(166)
25.17
(163)
1,549 $
27.71
29.73
3.1 $ 40,387
1,459 $
29.57
3.1 $ 43,139
The weighted-average grant-date fair value of options granted during the fiscal years ended March 31, 2016, 2015, and 2014 was $14.41, $9.20, and $6.42,
respectively. Intrinsic value of options exercised during the fiscal years ended March 31, 2016, 2015, and 2014 was $65.6 million, $8.7 million, and $2.1 million,
respectively. The total fair value of RSUs vested during the fiscal year ended March 31, 2016 was $5.5 million. There were no RSUs vested during the fiscal years
ended March 31, 2015 and 2014.
Aggregate intrinsic value for options and RSUs outstanding represents the difference between the closing stock price of the Company’s common stock and
the exercise price of outstanding, in-the-money awards. The Company’s closing stock price as reported on the New York Stock Exchange as of March 31, 2016
was $26.08.
Employee Stock Options and ESPP Valuation —The Company estimates the fair value of stock options and ESPP shares on the date of grant using the
Black-Scholes option-pricing model. Each of the Black-Scholes inputs is subjective and generally requires significant judgments to determine. The assumptions
used to estimate the fair value of stock options granted and ESPP shares to be issued during the fiscal years ended March 31, 2016, 2015, and 2014 were as follows:
Stock Options:
Expected term (years)
Expected volatility
Risk-free interest rate
Dividend yield
ESPP:
Expected term (years)
Expected volatility
Risk-free interest rate
Dividend yield
Year Ended March 31,
2015
5 - 6
45 - 51%
1.40 - 2.01%
—
2014
5 - 6
47 - 52%
0.74 - 1.87%
—
Year Ended March 31,
2015
2014
—
—
—
—
—
—
—
—
2016
6
45 - 47%
1.39 - 1.93%
—
2016
0.5
35 - 54%
0.25 - 0.42%
—
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Fair Value of Common Stock
Prior to its IPO, the fair value of the common stock underlying the stock-based awards was determined by the Company’s board of directors. Given the
absence of a public trading market, the Company’s board of directors considered numerous objective and subjective factors to determine the fair value of the
Company’s common stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party
valuations of common stock; (ii) the rights and preferences of convertible preferred stock relative to common stock; (iii) the lack of marketability of common stock;
(iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions.
Since the Company’s IPO, it has used the market closing price of its common stock as reported on the New York Stock Exchange.
Risk-Free Interest Rate
The Company bases the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S. Treasury zero-coupon
issues with an equivalent expected term of the options for each option group.
Expected Term
The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company bases the expected term
assumption on its historical behavior combined with estimates of post-vesting holding period.
Expected Volatility
The Company determines the price volatility factor based on the historical volatilities of its peer group as the Company did not have significant trading
history for its common stock.
Dividend Yield
The expected dividend assumption is based on the Company’s current expectations about its anticipated dividend policy.
Restricted Stock Awards —During the fiscal years ended March 31, 2015 and 2014, the Company granted restricted stock awards covering an aggregate of
40,000 and 100,000 shares of common stock, respectively, to two board members that vest over four years, subject to the continued service relationship with the
Company or become fully vested upon a change of control. The grant date fair value of the restricted stock awards was $0.7 million, or $16.93 per share, and $0.9
million, or $9.37 per share, for awards granted during the fiscal years ended March 31, 2015 and 2014, respectively. Stock-based compensation expense recognized
related to these restricted stock awards was $0.4 million, $0.4 million, and $0.2 million for the fiscal years ended March 31, 2016, 2015, and 2014, respectively.
The Company recognizes the expense using a straight-line basis over the requisite service periods of the award.
Stock Options Granted to Nonemployees —During the fiscal years ended March 31, 2016, 2015, and 2014, the Company granted 27,203 shares, 181,095
shares, and 7,000 shares, respectively, to nonemployee consultants and recorded stock-based compensation expense of $0.9 million, $0.8 million, $0.2 million,
respectively.
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Stock-Based Compensation Expense —Stock-based compensation expense for both employees and nonemployees was $23.3 million, $11.7 million, and
$6.2 million for the fiscal years ended March 31, 2016, 2015, and 2014, respectively. Cost of revenue, research and development, sales and marketing, and general
and administrative expenses were as follows (in thousands):
Cost of revenue
Research and development
Sales and marketing
General and administrative
Total stock-based compensation expense
Year Ended March 31,
2016
$ 1,238
6,659
9,258
6,113
$23,268
2015
$
591
2,055
5,108
3,912
$11,666
2014
$ 159
1,425
1,373
3,263
$6,220
As of March 31, 2016, unrecognized stock-based compensation cost related to outstanding unvested stock options was $28.9 million, which is expected to be
recognized over a weighted-average period of approximately 2.4 years. As of March 31, 2016, unrecognized stock-based compensation cost related to outstanding
unvested stock awards was $43.3 million, which is expected to be recognized over a weighted-average period of approximately 3.0 years.
11.
Income Taxes
The components of (loss) income before income taxes are as follows (in thousands):
Domestic
Foreign
Total
2016
Year Ended March 31,
2015
$ (67,988)
803
$ (67,185)
$ (50,031)
(203)
$ (50,234)
2014
$ (40,237)
12
$ (40,225)
The components of the provision (benefit) for income taxes for the fiscal years ended March 31, 2016 and 2015 are as follows (in thousands):
Current Provision:
Federal
State
Foreign
Total current provision
Deferred Provision:
Federal
State
Foreign
Total deferred provision
Total income tax provision (benefit)
The Company did not record an income tax provision for the year ended March 31, 2014.
85
Year Ended March 31,
2016
2015
$ —
93
345
438
(7)
—
(129)
(136)
302
$
$ —
—
334
334
(8)
—
(411)
(419)
(85)
$
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The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes consist of the
following:
Federal statutory rate
Effect of:
State taxes, net of federal benefits
Stock-based compensation
Research and development credit
Recognition of assets not previously recognized
Other
Valuation allowance
Effective tax rate
Year Ended March 31,
2015
34.0%
2016
34.0%
2014
34.0%
2.4
(1.5)
3.5
2.9
(0.3)
(41.4)
(0.5%)
1.5
(4.5)
1.8
—
—
(32.6)
0.2%
1.7
(4.9)
1.9
—
—
(32.7)
—%
As compared to year ending March 31, 2015, the effective tax rate differs primarily due to tax expense from expanding foreign operations, state taxes, and
amortization of deferred charges.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and
liabilities for the periods presented (in thousands):
Deferred tax assets:
Accrued expenses
Depreciation and amortization
Net operating loss carryforwards
Stock based compensation
Research and development credits
Gross deferred tax assets
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Prepaids
Intangibles
Capitalized research and development
Total deferred tax liabilities
Total net deferred tax assets (liabilities)
As of March 31,
2016
2015
$ 2,950
1,677
62,909
4,645
5,840
78,021
(72,528)
5,493
(1,402)
(25)
(4,103)
(5,440)
53
$
$ 2,345
1,290
38,837
3,312
3,046
48,830
(43,710)
5,120
(1,026)
(85)
(4,088)
(5,199)
(79)
$
The net deferred tax assets increased from the prior year primarily due to a reversal of deferred tax liabilities resulting from the acquisition of intangibles in
Spain as well as increased deferred taxes from stock based compensation charges in the U.K.
Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Management assesses the available positive and
negative evidence to estimate if sufficient taxable income will be generated to use the existing deferred tax assets. Based upon the weight of available evidence,
which includes the Company’s historical operating performance and the U.S. cumulative net losses in all prior periods, the Company
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Table of Contents
has provided a valuation allowance against its U.S. deferred tax assets. The Company’s valuation allowance increased by $28.8 million and $16.9 million for the
fiscal years ended March 31, 2016 and 2015, respectively.
As of March 31, 2016, the Company has U.S. federal and state net operating losses of approximately $215.6 million and $114.3 million, respectively, which
expire beginning in the year 2028 and 2025, respectively. Of these amounts, $45.3 million and $4.0 million, respectively, represent federal and state tax deductions
from stock-based compensation which will be recorded as an adjustment to additional paid-in capital when they reduce taxes payable. The Company also has
federal, California, and Oregon research and development credits of $5.9 million, $1.5 million, and $1.2 million, respectively. The federal tax credit carryforwards
will expire beginning in 2028 if not utilized. The California tax credit carryforwards do not expire. The Oregon tax credit carryforwards began to expire in 2014.
Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the
Internal Revenue Code of 1986, as amended (“Code”), and similar state provisions. The annual limitation may result in the expiration of net operating losses and
credits before utilization.
Code Section 382 (“Section 382”) ownership change generally occurs if one or more stockholders or groups of stockholders who own at least 5% of the
Company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar
rules may apply under state tax laws. The Company did experience one or more ownership changes in financial periods ending on or before March 31, 2016. In this
regard, the Company has determined that based on the timing of the ownership changes and the corresponding Section 382 limitations, none of its net operating
losses or other tax attributes appear to expire subject to such limitation.
The Company has not provided U.S. income tax on certain foreign earnings that are deemed to be indefinitely invested outside the U.S. As of March 31,
2016, 2015, and 2014, the amount of accumulated unremitted earnings from the Company’s foreign subsidiaries was approximately $0.9 million, $0.1 million, and
$33,000.
The Company had unrecognized tax benefits of $3.5 million, $1.8 million, and $0.7 million as of March 31, 2016, 2015, and 2014. As of March 31, 2016, if
recognized, the unrecognized tax benefit of $3.5 million would affect income tax expense, before consideration of any valuation allowance. The Company does not
expect the unrecognized tax benefits to change significantly over the next 12 months.
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Table of Contents
A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows (in thousands):
Balance at March 31, 2013
Additions based on tax positions taken during the current period
Additions based on tax positions taken during the prior period
Reductions based on tax positions taken during the prior period
Balance at March 31, 2014
Additions based on tax positions taken during the current period
Additions based on tax positions taken during the prior period
Reductions based on tax positions taken during the prior period
Balance at March 31, 2015
Additions based on tax positions taken during the current period
Additions based on tax positions taken during the prior period
Reductions based on tax positions taken during the prior period
Balance at March 31, 2016
$ 597
367
46
(275)
735
1,009
84
(2)
1,826
1,414
249
—
$3,489
The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statement of
operations. Accrued interest and penalties have not been significant for the fiscal years ended March 31, 2016, 2015, and 2014.
The Company files income tax returns in the U.S., certain states, Ireland, UK, and Spain. All of the tax years, from the date of inception, are open for
examination for foreign jurisdictions. Carryover attributes beginning March 31, 2008 remain open to adjustment by the U.S. and state authorities.
12. Net Loss Per Share
Basic loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, less shares subject
to repurchase, and excludes any dilutive effects of employee share-based awards and warrants. Diluted net loss per common share is computed giving effect to all
potential dilutive common shares, including common stock issuable upon exercise of stock options and unvested restricted common stock. As the Company had net
losses for the fiscal years ended March 31, 2016, 2015, and 2014, all potential common shares were determined to be anti-dilutive.
The following table sets forth the computation of net loss per share attributable to common stockholders, basic and diluted (in thousands, except per share
amounts):
Numerator:
Net loss
Denominator:
Weighted average shares used to compute net loss per share attributable to common stockholder, basic and
diluted
Net loss per share—basic and diluted
88
Year Ended March 31,
2015
2014
2016
$ (67,487)
$ (50,149)
$ (40,225)
48,410
(1.39)
$
25,290
(1.98)
$
15,596
(2.58)
$
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The following outstanding options, unvested shares, warrants, ESPP shares, and convertible preferred stock were excluded (as common stock equivalents)
from the computation of diluted net loss per common share for the periods presented as their effect would have been antidilutive (in thousands):
Convertible preferred stock
Options to purchase common stock
Common stock reserved for issuance in connection with acquisition
Restricted stock units
Warrants
ESPP shares
As of March 31,
2016
—
7,050
90
1,549
—
46
8,735
2015
—
9,422
129
723
—
—
10,274
2014
21,357
6,923
—
—
49
—
28,329
13.
Employee Benefit Plan
The Company has established a 401(k) tax-deferred savings plan (the “401(k) Plan”), which permits participants to make contributions by salary deduction
pursuant to Section 401(k) of the Code. The Company is responsible for administrative costs of the 401(k) Plan and may, at its discretion, make matching
contributions to the 401(k) Plan. For the fiscal years ended March 31, 2016 and 2015, the Company made contributions of $2.1 million and $1.4 million to the
401(k) Plan, respectively. No contributions were made to the 401(k) Plan for the fiscal year ended March 31, 2014.
14. Revenue by Geographic Location
The following table shows the Company’s revenue by geographic areas, as determined based on the billing address of its customers (in thousands):
United States
EMEA
APAC
Other
Total revenue
2016
Year Ended March 31,
2015
$121,588
34,602
14,118
11,001
$181,309
$ 73,416
21,043
8,732
7,200
$110,391
2014
$43,903
10,824
4,574
3,873
$63,174
Substantially all of the Company’s long-lived assets were attributable to operations in the United States as of March 31, 2016 and 2015.
15. Related Party Transactions
Certain members of the Company’s board of directors serve on the board of directors of and/or are executive officers of, and, in some cases, are investors in,
companies that are customers or vendors of the Company. Revenue from sales to these companies of $0.9 million, $0.7 million, and $0.4 million were recognized
for the fiscal years ended March 31, 2016, 2015, and 2014, respectively. There was not a significant amount of accounts receivable due from these companies as
of March 31, 2016 or March 31, 2015. $1.8 million, $3.3 million, and $2.4 million in expenses related to purchases from these companies were recorded during the
fiscal years ended March 31, 2016, 2015, and 2014, respectively. There were $0.1 million and $0.2 million in accounts payable to these companies as of March 31,
2016 and 2015, respectively.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2016, our disclosure controls and
procedures were effective to provide reasonable assurance 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 the SEC’s 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.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the
Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal
Control—Integrated
Framework
(2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal over control over
financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external reporting purposes in accordance with GAAP. Based on this evaluation, management concluded that our internal control over financial
reporting was effective as of March 31, 2016. Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report with respect to
our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.
Limitations on the Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the
design of disclosure controls and procedures and internal control over financial reporting 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.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of
the Exchange Act that occurred during the quarter ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
90
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
New Relic, Inc.
San Francisco, California
We have audited the internal control over financial reporting of New Relic, Inc. and subsidiaries (the “Company”) as of March 31, 2016, based on criteria
established in Internal
Control—Integrated
Framework
(2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The
Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of
the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2016, based on the
criteria established in Internal
Control—Integrated
Framework
(2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial
statements as of and for the year ended March 31, 2016 of the Company and our report dated May 26, 2016 expressed an unqualified opinion on those financial
statements.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 26, 2016
91
Table of Contents
Item 9B. Other Information
None.
92
Table of Contents
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information called for by this item will be set forth under the captions “Proposal No. 1 Election of Directors,” “Information Regarding the Board of
Directors and Corporate Governance,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Report of the Audit Committee of the Board of Directors”
and “Executive Officers and Other Executive Management” in our Definitive Proxy Statement for the 2016 Annual Meeting of Stockholders to be filed with the
SEC within 120 days of the fiscal year ended March 31, 2016, or our Proxy Statement, and is incorporated herein by reference.
Item 11. Executive Compensation
The information called for by this item will be set forth under the captions “Executive Compensation,” “Director Compensation” and “Information
Regarding the Board of Directors and Corporate Governance” in our Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information called for by this item will be set forth under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity
Compensation Plan Information” in our Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information called for by this item will be set forth under the captions “Transactions with Related Persons” and “Information Regarding the Board of
Directors and Corporate Governance” in our Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information called for by this item will be set forth under the caption “Proposal No. 3 Ratification of Selection of Independent Registered Public
Accounting Firm” in our Proxy Statement and is incorporated herein by reference.
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Table of Contents
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(1)
Consolidated Financial Statements
PART IV
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on
Form 10-K.
(2)
Financial Statement Schedules
All financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require
submission of the schedule, or the required information is shown in our Consolidated Financial Statements or Notes thereto.
(3)
Exhibits
The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
94
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 26, 2016
New Relic, Inc.
By:
/s/ Mark Sachleben
Mark Sachleben
Chief Financial Officer
(Principal Financial and Accounting Officer
and Duly Authorized Signatory)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Lewis Cirne and Mark Sachleben, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of
the registrant in the capacities and on the dates indicated.
Name
/s/ Lewis Cirne
Lewis Cirne
/s/ Mark Sachleben
Mark Sachleben
/s/ Peter Fenton
Peter Fenton
/s/ Sohaib Abbasi
Sohaib Abbasi
/s/ Peter L.S. Currie
Peter L.S. Currie
/s/ Sarah Friar
Sarah Friar
/s/ Adam Messinger
Adam Messinger
/s/ Dan Scholnick
Dan Scholnick
/s/ James Tolonen
James Tolonen
Title
Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date
May 26, 2016
May 26, 2016
Chairman and Director
May 26, 2016
Director
Director
Director
Director
Director
Director
95
May 26, 2016
May 26, 2016
May 26, 2016
May 26, 2016
May 26, 2016
May 26, 2016
Table of Contents
Exhibit Index
Exhibit
No.
3.1
3.2
4.1
4.2
10.1+
10.2+
Description if Exhibit
Amended and Restated Certificate of Incorporation of the
Registrant.
Incorporated by Reference
Form
10-K
File No.
001-36766
Exhibit
3.1
File Date
May 28, 2015
Filed
Herewith
Amended and Restated Bylaws of the Registrant.
S-1
333-200078
Form of common stock certificate of the Registrant.
S-1/A
333-200078
S-1
333-200078
3.4
4.1
4.2
November 10, 2014
December 1, 2014
November 10, 2014
Amended and Restated Investor Rights Agreement by and
among the Registrant and certain of its stockholders, dated as
of April 17, 2014.
Form of Indemnification Agreement between the Registrant
and each of its directors and executive officers.
2008 Equity Incentive Plan, as amended, and related form
agreements.
S-1/A
333-200078
10.1
December 1, 2014
10-Q
001-36766
10.1
February 13, 2015
10.3+
2014 Equity Incentive Plan and related form agreements.
S-8
333-201024
99.2
December 17, 2014
10.4+
2014 Employee Stock Purchase Plan.
S-8
333-201024
99.3
December 17, 2014
10.5+
10.6+
10.7+
10.8+
10.9a
10.9b
Offer Letter between the Registrant and James Gochee, dated
as of April 16, 2008.
Offer Letter between the Registrant and Hilarie Koplow-
McAdams, dated as of November 29, 2013.
Offer Letter between the Registrant and Mark Sachleben,
dated as of February 4, 2008.
S-1
S-1
333-200078
10.6
November 10, 2014
333-200078
10.8
November 10, 2014
Offer Letter between the Registrant and Robin
J. Schulman, dated as of November 7, 2014.
Office Lease by and between the Registrant and 555 SW Oak,
LLC, dated as of June 15, 2012, as amended.
Sixth Amendment to Office Lease by and between the
Registrant and 555 SW Oak, LLC, dated as of March 30,
2016.
S-1/A
333-200078
10.9
December 1, 2014
S-1
333-200078
10.10
November 10, 2014
X
X
Table of Contents
Exhibit
No.
10.10
10.11
Description if Exhibit
Office Lease by and between the Registrant and 188 Spear
Street LLC, dated as of July 13, 2012, as amended.
Office Lease by and between the Registrant and Pacific
Mission Corporation, dated as of June 17, 2015.
Incorporated by Reference
Form
S-1
File No.
333-200078
Exhibit
10.11
File Date
November 10, 2014
Filed
Herewith
10-Q
001-36766
10.1
August 12, 2015
10.12+
Form of Change in Control and Severance Agreement.
S-1/A
333-200078
10.12
December 1, 2014
10.13+
New Relic, Inc. Non-Employee Director Compensation Policy.
10-K
001-36766
10.13
May 28, 2015
10.14+
Separation Agreement between the Registrant and Chris Cook,
dated December 21, 2015.
10-Q
001-36766
10.1
February 4, 2016
21.1
23.1
24.1
31.1
31.2
32.1(1)
List of subsidiaries of Registrant.
S-1
333-200078
21.1
November 10, 2014
Consent of Deloitte & Touche LLP, independent registered
public accounting firm.
Power of Attorney (included on the signature page of this
report).
Certification of Principal Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of
1934, as Adopted Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of
1934, as Adopted Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
101.INS
XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
X
X
X
X
X
X
X
X
Table of Contents
Exhibit
No.
101.DEF
Description if Exhibit
XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
Document
Form
Incorporated by Reference
Exhibit
File No.
File Date
Filed
Herewith
X
X
X
+
(1)
Indicates a management contract or compensatory plan or arrangement.
The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or the Exchange Act, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act,
irrespective of any general incorporation language contained in any such filing.
Exhibit 10.5
April 16, 2008
Jim Gochee
Dear Jim:
I am very pleased to offer you a position with New Relic, Inc. (“Company”) on the following terms. Please let me know if you have any questions at all.
1. Employment Duties . Your employment shall be with Company in the position of Vice President, Engineering. As the VP of Engineering, your initial
duties shall include engineering management; design, QA, staffing and such other tasks as may be assigned to you from time to time by Company. At our size, your
work will of course include considerable hands-on software development. You shall devote your full time, ability, attention, energy and skills solely and
exclusively to performing all duties as assigned and delegated to you by Company.
2. Start Date . If you accept this offer, your employment with Company shall begin on May 1, or earlier as mutually agreed. We may ask you to be available
for occasional meetings or calls before this date
3. Salary and Bonus . In consideration for your services to Company, you will receive compensation of $5833 twice a month (equivalent to an annual salary
of $140,000). In addition, you will be eligible for an annual performance bonus targeted at $30,000, based on individual, group and/or corporate goals to be
determined during the first three months of your employment. The Company shall withhold and deduct all federal and state income, social security and disability
taxes as required by applicable laws.
4. Additional Benefits .
a.
b.
c.
d.
Stock
Option
Grant.
We will recommend to the Board an Employee Stock Option grant of 360,000 shares, at fair market value at the time of
the grant, and vesting over four years. The actual quantity, pricing and vesting of your grant will be determined at the sole discretion of the
Board.
Insurance.
The Company’s benefits package is under development and you will have benefits consistent with other employees as soon as it
becomes available. In the meantime, the Company will reimburse you for 100% of the documented premium expense of your COBRA plan or
other health, dental and vision coverage.
401k
Plan.
You will be eligible to participate in the 401k investment plan when set up by Company.
Paid
Time
Off
and
Holidays.
You shall be entitled to eighteen (18) days of paid time off per year. Company paid holidays are: New Year’s
Day, Presidents’ Day, Memorial Day, 4 th of July, Labor Day, Thanksgiving, the Friday after Thanksgiving, and Christmas Day, plus two
(2) annual floating holidays determined by Company.
e.
Business
Expenses.
You shall be entitled to reimbursement by Company for such customary, ordinary and necessary business expenses as are
incurred by you in the performance of your duties and consistent with the policies of the Company.
5. Proprietary Information and Inventions . As a condition of your employment with Company, you shall execute, at the same time as this agreement, the
Proprietary Information and Inventions Agreement attached as Exhibit A and incorporated herein by this reference.
6. At-Will Employment . Your employment with Company is entirely voluntary for both parties and either you or Company may conclude the employment
relationship at any time, and for any reason or for no reason at all. Also, Company retains its discretion to make all other decisions concerning your employment
(e.g. demotions, transfers, job responsibilities, compensation or any other managerial decisions) with or without good cause. This “at will” employment relationship
can only be modified in writing by the President of Company. This paragraph 6 contains the entire agreement between you and Company regarding the right and
ability of either you or Company to terminate your employment with Company.
7. Representation and Warranty . You represent and warrant to us that the performance of your duties for the Company will not violate any agreement with
or trade secrets of any other person or entity and that your duties for the Company, unless we are notified in writing in advance, will not be limited or restricted by
any other agreements or understandings between you and other persons or companies. You specifically agree to ensure that you do not use or infringe on the
confidentiality or intellectual property rights of any previous employer. You agree to indemnify the Company against a breach of the representations and warranties
in paragraph 7.
By signing this letter, you further agree that all disputes, claims or causes of action arising out of or relating to this letter agreement, your employment with
Company, or the termination thereof, shall be submitted to final and binding arbitration before the American Arbitration Association (“AAA”) in accordance with
the rules and procedures of the National Rules for the Resolution of Employment Disputes established by the AAA.
This letter, together with your Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with
Company. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. As required by law,
this offer is subject to satisfactory proof of your right to work in the United States.
This offer will expire on April 30, 2008.
Page 2
By so signing, you acknowledge that you have received no inducements or representations other than those set forth in this letter which caused you to accept this
offer of employment.
We look forward to your favorable reply, and to a productive and enjoyable working relationship.
Very truly yours,
Offer Accepted:
/s/ Jim Gochee
Jim Gochee
4/23/08
Date
/s/ Mark J Sachleben
COO
Page 3
EXHIBIT A – C EW R ELIC , I NC .
EMPLOYEE PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by N EW R ELIC , I NC . (“ Company ”), and the compensation now and hereafter paid to me,
I hereby agree as follows:
1. N ONDISCLOSURE
1.1 Recognition of Company’s Rights; Nondisclosure. At all times
during my employment and for a period of five (5) years thereafter, I will hold
in strictest confidence and will not disclose, use, lecture upon or publish any
of the Company’s Proprietary Information (defined below), except as such
disclosure, use or publication may be required in connection with my work for
the Company, or unless an officer of the Company expressly authorizes such
in writing. I will obtain Company’s written approval before publishing or
submitting for publication any material (written, verbal, or otherwise) that
relates to my work at Company and/or incorporates any Proprietary
Information. I hereby assign to the Company any rights I may have or acquire
in such Proprietary Information and recognize that all Proprietary Information
shall be the sole property of the Company and its assigns.
1.2 Proprietary Information. The term “ Proprietary Information ”
shall mean any and all confidential and/or proprietary knowledge, data or
information of the Company. By way of illustration but not limitation, “
Proprietary Information ” includes (a) trade secrets, inventions, mask
works, ideas, processes, formulas, source and object codes, data, programs,
other works of authorship, know-how, improvements, discoveries,
developments, designs and techniques (hereinafter collectively referred to as “
Inventions ”); and (b) information regarding plans for research, development,
new products, marketing and selling, business plans, budgets and unpublished
financial statements, licenses, prices and costs, suppliers and customers; and
(c) information regarding the skills and compensation of other employees of
the Company. Notwithstanding the foregoing, it is understood that, at all such
times, I am free to use information which is generally known in the trade or
industry, which is not gained as result of a breach of this Agreement, and my
own skill, knowledge, know-how and experience to whatever extent and in
whichever way I wish.
1.3 Third Party Information . I understand, in addition, that the
Company has
received and in the future will receive from third parties confidential or
proprietary information (“ Third Party Information ”) subject to a duty on
the Company’s part to maintain the confidentiality of such information and to
use it only for certain limited purposes. During the term of my employment
and thereafter, I will hold Third Party Information in the strictest confidence
and will not disclose to anyone (other than Company personnel who need to
know such information in connection with their work for the Company) or
use, except in connection with my work for the Company, Third Party
Information unless expressly authorized by an officer of the Company in
writing.
1.4 No Improper Use of Information of Prior Employers and Others.
During my employment by the Company I will not improperly use or disclose
any confidential information or trade secrets, if any, of any former employer
or any other person to whom I have an obligation of confidentiality, and I will
not bring onto the premises of the Company any unpublished documents or
any property belonging to any former employer or any other person to whom I
have an obligation of confidentiality unless consented to in writing by that
former employer or person. I will use in the performance of my duties only
information which is generally known and used by persons with training and
experience comparable to my own, which is common knowledge in the
industry or otherwise legally in the public domain, or which is otherwise
provided or developed by the Company.
2. A SSIGNMENT OF I NVENTIONS .
2.1 Proprietary Rights. The term “ Proprietary Rights ” shall mean all
trade secret, patent, copyright, mask work and other intellectual property
rights throughout the world.
2.2 Prior Inventions. Inventions, if any, patented or unpatented, which I
made prior to the commencement of my employment with the Company are
excluded from the scope of this Agreement. To preclude any possible
uncertainty, I have set forth on Exhibit
C
(Previous Inventions) attached
hereto a
complete list of all Inventions that I have, alone or jointly with others,
conceived, developed or reduced to practice or caused to be conceived,
developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the
property of third parties and that I wish to have excluded from the scope of
this Agreement (collectively referred to as “ Prior Inventions ”). If disclosure
of any such Prior Invention would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such Prior
Inventions in Exhibit
C
but am only to disclose a cursory name for each such
invention, a listing of the party(ies) to whom it belongs and the fact that full
disclosure as to such inventions has not been made for that reason. A space is
provided on Exhibit
C
for such purpose. If no such disclosure is attached, I
represent that there are no Prior Inventions. If, in the course of my
employment with the Company, I incorporate a Prior Invention into a
Company product, process or machine, the Company is hereby granted and
shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide
license (with rights to sublicense through multiple tiers of sublicensees) to
make, have made, modify, use and sell such Prior Invention. Notwithstanding
the foregoing, I agree that I will not incorporate, or permit to be incorporated,
Prior Inventions in any Company Inventions without the Company’s prior
written consent.
2.3 Assignment of Inventions. Subject to Sections 2.4, and 2.6, I hereby
assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my right, title and interest in and
to any and all Inventions (and all Proprietary Rights with respect thereto)
whether or not patentable or registrable under copyright or similar statutes,
made or conceived or reduced to practice or learned by me, either alone or
jointly with others, during the period of my employment with the Company.
Inventions assigned to the Company, or to a third party as directed by the
Company pursuant to this Section 2, are hereinafter referred to as “ Company
Inventions .”
2.4 Nonassignable Inventions. This Agreement does not apply to an
Invention which qualifies fully as a nonassignable Invention under
Section 2870 of the California Labor Code (hereinafter “ Section 2870 ”). I
have reviewed the notification on Exhibit
A
(Limited Exclusion
Notification) and agree that my signature acknowledges receipt of the
notification.
2.5 Obligation to Keep Company Informed. During the period of my
employment and for six (6) months after termination of my employment with
the Company, I will promptly disclose to the Company fully and in writing all
Inventions authored, conceived or reduced to practice by me, either alone or
jointly with others. In addition, I will promptly disclose to the Company all
patent applications filed by me or on my behalf within a year after termination
of employment. At the time of each such disclosure, I will advise the
Company in writing of any Inventions that I believe fully qualify for
protection under Section 2870; and I will at that time provide to the Company
in writing all evidence necessary to substantiate that belief. The Company will
keep in confidence and will not use for any purpose or disclose to third parties
without my consent any confidential information disclosed in writing to the
Company pursuant to this Agreement relating to Inventions that qualify fully
for protection under the provisions of Section 2870. I will preserve the
confidentiality of any Invention that does not fully qualify for protection
under Section 2870.
2.6 Government or Third Party. I also agree to assign all my right, title
and interest in and to any particular Company Invention to a third party,
including without limitation the United States, as directed by the Company.
2.7 Works for Hire. I acknowledge that all original works of authorship
which are made by me (solely or jointly with others) within the scope of my
employment and which are protectable by copyright are “works made for
hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).
2.8 Enforcement of Proprietary Rights. I will assist the Company in
every proper way to obtain, and from time to time enforce, United States and
foreign Proprietary Rights relating to Company Inventions in any and all
countries. To that end I will execute, verify and deliver such documents and
perform such other acts (including appearances as a witness) as the Company
may reasonably request for use in applying for, obtaining, perfecting,
evidencing, sustaining and enforcing such Proprietary Rights and the
assignment thereof. In addition, I will execute, verify and deliver assignments
of such Proprietary Rights to the Company or its designee. My obligation to
assist the Company with respect to Proprietary
Rights relating to such Company Inventions in any and all countries shall
continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after my termination for the time actually
spent by me at the Company’s request on such assistance.
In the event the Company is unable for any reason, after reasonable effort, to
secure my signature on any document needed in connection with the actions
specified in the preceding paragraph, I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent
and attorney in fact, which appointment is coupled with an interest, to act for
and in my behalf to execute, verify and file any such documents and to do all
other lawfully permitted acts to further the purposes of the preceding
paragraph with the same legal force and effect as if executed by me. I hereby
waive and quitclaim to the Company any and all claims, of any nature
whatsoever, which I now or may hereafter have for infringement of any
Proprietary Rights assigned hereunder to the Company.
3. R ECORDS . I agree to keep and maintain adequate and current records (in
the form of notes, sketches, drawings and in any other form that may be
required by the Company) of all Proprietary Information developed by me and
all Inventions made by me during the period of my employment at the
Company, which records shall be available to and remain the sole property of
the Company at all times.
4. A DDITIONAL A CTIVITIES . I agree that during the period of my
employment by the Company I will not, without the Company’s written
consent, engage in any employment or business activity which is competitive
with, or would otherwise conflict with, my employment by the Company. I
agree further that for the period of my employment by the Company and for
one (1) year after the date of termination of my employment by the Company
I will not, either directly or through others, solicit or attempt to solicit any
employee, independent contractor or consultant of the company to terminate
his or her relationship with the Company in order to become an employee,
consultant or independent contractor to or for any other person or entity.
5. N O C ONFLICTING O BLIGATION . I represent that my performance of all
the terms of this Agreement and as an employee of the Company does not and
will not breach any agreement to keep in confidence information acquired by
me in confidence
or in trust prior to my employment by the Company. I have not entered into,
and I agree I will not enter into, any agreement either written or oral in
conflict herewith.
6. R ETURN OF C OMPANY D OCUMENTS . When I leave the employ of the
Company, I will deliver to the Company any and all drawings, notes,
memoranda, specifications, devices, formulas, and documents, together with
all copies thereof, and any other material containing or disclosing any
Company Inventions, Third Party Information or Proprietary Information of
the Company. I further agree that any property situated on the Company’s
premises and owned by the Company, including disks and other storage
media, filing cabinets or other work areas, is subject to inspection by
Company personnel at any time with or without notice. Prior to leaving, I will
cooperate with the Company in completing and signing the Company’s
termination statement.
7. L EGAL AND E QUITABLE R EMEDIES . Because my services are personal
and unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond and without prejudice to
any other rights and remedies that the Company may have for a breach of this
Agreement.
8. N OTICES . Any notices required or permitted hereunder shall be given to
the appropriate party at the address specified below or at such other address as
the party shall specify in writing. Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or registered
mail, three (3) days after the date of mailing.
9. N OTIFICATION OF N EW E MPLOYER . In the event that I leave the
employ of the Company, I hereby consent to the notification of my new
employer of my rights and obligations under this Agreement.
10. G ENERAL P ROVISIONS .
10.1 Governing Law; Consent to Personal Jurisdiction. This
Agreement will be governed by and construed according to the laws of the
State of California, as such laws are applied to agreements entered into and to
be performed entirely within California between California residents. I hereby
expressly consent to the personal jurisdiction
of the state and federal courts located in San Francisco County, California, for
any lawsuit filed there against me by Company arising from or related to this
Agreement.
PROVISIONS OF THIS A GREEMENT . T HIS AGREEMENT SHALL NOT BE
CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR
PREPARATION HEREOF .
10.2 Severability . In case any one or more of the provisions contained
in this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. If moreover, any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively
broad as to duration, geographical scope, activity or subject, it shall be
construed by limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.
10.3 Successors and Assigns . This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be for
the benefit of the Company, its successors, and its assigns.
10.4 Survival . The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the
Company to any successor in interest or other assignee.
10.8 Entire Agreement. The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously
employed, or am in the future employed, by the Company as a consultant if no
other agreement governs nondisclosure and assignment of inventions during
such period. This Agreement is the final, complete and exclusive agreement of
the parties with respect to the subject matter hereof and supersedes and
merges all prior discussions between us. No modification of or amendment to
this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing and signed by the party to be charged. Any
subsequent change or changes in my duties, salary or compensation will not
affect the validity or scope of this Agreement.
This Agreement shall be effective as of the first day of my employment
with the Company, namely: May 1 st , 2008.
I HAVE READ THIS A GREEMENT C AREFULLY A ND U NDERSTAND I
TS T ERMS . I H AVE C OMPLETELY F ILLED O UT E XHIBIT B TO T HIS
A GREEMENT .
10.5 Employment . I agree and understand that nothing in this
Agreement shall confer any right with respect to continuation of employment
by the Company, nor shall it interfere in any way with my right or the
Company’s right to terminate my employment at any time, with or without
cause.
Dated: 4/23/08
/s/ Jim Gochee
Jim Gochee
10.6 Waiver . No waiver by the Company of any breach of this
Agreement shall be a waiver of any preceding or succeeding breach. No
waiver by the Company of any right under this Agreement shall be construed
as a waiver of any other right. The Company shall not be required to give
notice to enforce strict adherence to all terms of this Agreement.
10.7 Advice of Counsel . I ACKNOWLEDGE THAT , IN EXECUTING THIS
A GREEMENT , I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
INDEPENDENT LEGAL COUNSEL , AND I HAVE READ AND UNDERSTOOD ALL
OF THE TERMS AND
A CCEPTED AND A GREED T O : N EW R ELIC , I NC .
By:
Title:
/s/ Mark J Sachleben
COO
2480 Sand Hill Rd Suite 210
(Address)
Menlo Park, CA 94025
Dated: 10-29-08
E XHIBIT C
TO:
New Relic, Inc.
FROM:
Jim Gochee
DATE:
4/23/08
SUBJECT:
Previous Inventions
1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my employment by New
Relic, Inc. (the “ Company ”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the
Company:
x No inventions or improvements.
¨ See below:
¨ Additional sheets attached.
2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally
listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):
Invention or Improvement
Party(ies)
Relationship
1.
2.
3.
¨ Additional sheets attached.
SIXTH AMENDMENT TO LEASE
Exhibit 10.9b
THIS SIXTH AMENDMENT TO LEASE (this “Amendment”) is dated solely for reference purposes as of March 30, 2016, between 111 SW 5 th Avenue
Investors LLC, a Delaware limited liability company (“Landlord”), and New Relic, Inc., a Delaware corporation (“Tenant”).
RECITALS
A. Landlord and Tenant entered into a certain Office Lease, dated as of June 15, 2012 (the “Original Lease”) as amended by a First Amendment to Lease,
dated as of October 23, 2012 (“First Amendment”), a Second Amendment to Lease dated as of November 5, 2013 (the “Second Amendment”), a Third Amendment
to Lease dated as of March 10, 2014 (the “Third Amendment), a Temporary Space Extension Agreement dated as of May 1, 2014, a Fourth Amendment to Lease
dated as of May 21, 2014 (the “Fourth Amendment”), and a Fifth Amendment to Lease dated as of June 26, 2014 (the “Fifth Amendment”) (the Original Lease as
so amended, is referred to herein as the “Lease”).
B. Pursuant to the terms and conditions of the Fourth Amendment, Landlord is required to deliver to Tenant the Second Expansion Premises. Landlord has
not yet delivered the Second Expansion Premises to Tenant, and Landlord and Tenant desire to modify Landlord’s delivery requirements and confirm the timing for
delivery of the Second Expansion Premises to Tenant, subject to and as provided in this Amendment.
C. Accordingly, the parties desire to amend the Lease as set forth in and subject to the terms and conditions contained in this Amendment.
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Capitalized Terms . All capitalized terms which are not specifically defined in this Amendment and which are defined in the Lease will have the same
meaning for purposes of this Amendment as they have in the Lease.
2. Second Expansion Premises . Sections 3(a), 3(b) and 3(c) of the Fourth Amendment are hereby deleted and replaced with the following:
“(a) Subject to the provisions of this Section 3, effective as of the Second Expansion Effective Date (as defined below), Landlord leases to
Tenant, and Tenant leases from Landlord, the Second Expansion Premises. Landlord shall deliver the Second Expansion Premises to Tenant in the
Improvable Condition (as defined below) on June 1, 2016 or as soon thereafter as Landlord is reasonably able to do so. The Second Expansion
Premises will be in “ Improvable Condition ” when in “broom clean” condition and all tenants have been relocated from the Second Expansion
Premises or have otherwise vacated the Second Expansion Premises and Landlord has exclusive possession of the Second Expansion Premises.
Landlord shall use good faith, diligent efforts (at
1 – SIXTH AMENDMENT TO LEASE
Landlord’s sole cost and expense) to deliver the Second Expansion Premises on June 1, 2016. If Landlord fails to deliver possession of the Second
Expansion Premises to Tenant in the Improvable Condition on or prior to November 30, 2016, Tenant shall be entitled to send written notice to
Landlord stating that if Landlord has not delivered the Second Expansion Premises within thirty (30) days after the date of Tenant’s notice, Tenant
may elect to terminate the Fourth Amendment and Sixth Amendment to the Lease. If Landlord does not deliver the Second Expansion Premises to
Tenant prior to expiration of such thirty (30) day period, Tenant may terminate the Fourth Amendment and Sixth Amendment to the Lease by
providing written notice to Landlord within ten (10) days after the end of the 30-day period. If Tenant elects to terminate the Fourth Amendment and
Sixth Amendment to the Lease, such Amendments will be automatically null, void and of no further force or effect. If Landlord so elects, the parties
agree to execute an instrument which confirms and effects a release and surrender of all of Tenant’s right, title and interest in and to the Second
Expansion Premises pursuant to the terms of the Lease and otherwise, provided that failure of either party of execute such instrument shall not affect
such termination. If Tenant fails to provide such termination notice within the time period set forth above, time being of the essence, Tenant will be
deemed to have irrevocably waived such termination right.
(b) Provided that Tenant has not exercised its termination right contained in Section 3(a) above, Landlord will proceed diligently and use
reasonable efforts to deliver to Tenant possession of the Second Expansion Premises. If Landlord fails to deliver possession of the Second Expansion
Premises in the Improvable Condition on or prior to December 31, 2016, Landlord will grant to Tenant a credit (the “ Expansion Rent Credit ”) equal
to $1,074.07 multiplied by the number of days in the period beginning on December 31, 2016, and ending on the day on which Landlord delivers to
Tenant possession of the Second Expansion Premises in the Improvable Condition, inclusive. Except for such Expansion Rent Credit, as herein
provided, and except for the termination right set forth in Section 3(a) above, there will be no other liability against Landlord for failure to deliver
possession of the Second Expansion Premises in the Improvable Condition. Landlord will apply such Expansion Rent Credit (if any) against Base Rent
coming due under this Lease in the order in which such Base Rent becomes due.
(c) The “ Second Expansion Effective Date ” will be the 91 st day following the date that Landlord delivers the Second Expansion Premises to
Tenant in the Improvable Condition. The lease term for the Second Expansion Premises shall be co-terminus with the lease term for the balance of the
Premises (i.e., the last day of the 84 th full calendar month after the Second Expansion Effective Date). Landlord and Tenant agree, upon demand by
the other, to execute and deliver a Commencement Date Agreement in the form of Exhibit B attached to this Sixth Amendment to Lease. If Landlord
makes such demand upon Tenant but Tenant fails to respond within fifteen (15) days, then Tenant will irrevocably be deemed to have agreed with
Landlord as to the information set forth in the Commencement Date Agreement so delivered by Landlord to Tenant.”
2 – SIXTH AMENDMENT TO LEASE
3. Tenant’s Work . Tenant shall improve the Second Expansion Premises pursuant to the Work Letter attached to this Sixth Amendment to Lease as Exhibit
A (the “ Work Letter ”). Landlord shall, as provided in the Work Letter, provide a tenant improvement allowance in the amount of $794,000.00 (the “ Allowance
”) and will reimburse at the time of disbursing the Allowance up to $2,977.50 of space planning costs.
4. Deletion of Tenant Obligation to Pay Moving Expenses . Section 7 of the Fourth Amendment is hereby deleted and is of no force or effect.
5. Preparation and Condition of the Premises .
(a) The Work Letter attached to the Fourth Amendment as Exhibit B is hereby deleted.
(b) Section 5 of the Fourth Amendment is hereby restated as follows:
“5. Preparation and Condition of the Premises . As of the date of this Amendment set forth above, Landlord has not received written notice of
any defect or need for repair in the Second Expansion Premises which remains uncured. Landlord shall continue to maintain and repair the Second
Expansion Premises to the extent Landlord is obligated to do so pursuant to the provisions of the current lease for the Second Expansion Premises
until the Second Expansion Premises are delivered to Tenant as provided in this Amendment. Subject to the foregoing, Landlord is leasing the Second
Expansion Premises to Tenant “AS IS” and “With All Faults”, without any representations or warranties of any kind (including, without limitation,
any express or implied warranties of merchantability, fitness or habitability) except for Landlord’s express obligations under the Lease. Landlord will
have no responsibility for the cost of Tenant’s Work except as expressly provided in the Work Letter. Taking possession of the Second Expansion
Premises by Tenant will be conclusive evidence as against Tenant that the Second Expansion Premises were in good and satisfactory condition when
possession was so taken.
Subject to the initial two (2) sentences in the immediately preceding paragraph, during the Extension Term, Landlord is leasing the Initial
Premises to Tenant “AS IS” and “With All Faults”, without any representations or warranties of any kind (including, without limitation, any express or
implied warranties of merchantability, fitness or habitability) except for Landlord’s express obligations under the Lease. Tenant acknowledges that it
is currently in possession of the Initial Premises and that the Initial Premises are in good and satisfactory condition.”
6. Notices .
All notices sent to Landlord under this Lease shall be sent to:
3 – SIXTH AMENDMENT TO LEASE
111 SW 5 th Avenue Investors LLC
455 Market Street, Suite 1000
San Francisco, CA 94105
Attention: Asset Manager, U.S. Bancorp Tower
and
111 SW 5 th Avenue Investors LLC
Ten State House Square, 15th Floor
Hartford, CT 06103-3604
Attention: General Counsel
and
111 SW 5 th Avenue Investors LLC
c/o Unico Properties LLC
111 SW Fifth Avenue, Suite 1250
Portland, OR 97204
All notices sent to Tenant under this Lease shall be sent to:
New Relic, Inc.
188 Spear Street, Suite 1200
San Francisco, CA 94105
Attention: General Counsel
With a copy to:
Perkins Coie LLP
1120 NW Couch St., 10th Floor
Portland, OR 97209
Attn: Andrew Solomon
7. Authority; Not Restricted . Landlord and Tenant each represent and warrant to the other that this Amendment has been duly authorized, executed and
delivered by and on behalf of each party hereto and constitutes the valid and binding agreement of Landlord and Tenant in accordance with the terms hereof.
Tenant warrants and represents to Landlord that Tenant is not, and shall not become, a person or entity with whom Landlord is restricted from doing business with
under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s
Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not
and shall not engage in any dealings or transaction or be otherwise associated with such persons or entities.
4 – SIXTH AMENDMENT TO LEASE
8. Real Estate Brokers . Each party hereto hereby represents and warrants to the other that in connection with this Amendment, the party so representing and
warranting has not dealt with any real estate broker, agent or finder, except for Cresa and Jones Lang LaSalle Americas, Inc. (each, a “Broker”), and, to its
knowledge no other broker initiated or participated in the negotiation of this Amendment, submitted or showed the applicable premises to Tenant or is entitled to
any commission in connection with this Amendment. Each party hereto will indemnify, defend and hold harmless the other against any and all claims, costs,
liabilities and expenses (including, without limitation, reasonable attorneys’ fees) in connection with any inaccuracy in such party’s representation. Landlord and
Tenant each hereby agrees that it will pay any applicable commission to its respective Broker according to a separate agreement.
9. Stipulation . The Premises are stipulated for all purposes to contain the number of rentable square feet as set forth in this Amendment. Unless otherwise
expressly provided herein, any statement of square footage set forth in this Amendment, or that may have been used in calculating rental, is an approximation
which Landlord and Tenant agree is reasonable and the rental based thereon is not subject to revision whether or not the actual square footage is more or less.
10. Counterparts . This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts and may be
delivered by facsimile or other electronic delivery (such as, without limitation, scanned signatures in .pdf format), and each such counterpart will be deemed to be
an original, but all such counterparts will together constitute but one and the same Amendment.
11. Time of Essence . Time is of the essence of this Amendment.
12. No Offer . Submission of this instrument for examination or negotiation will not bind Landlord, and no obligation on the part of Landlord will arise until
this Amendment is executed and delivered by both Landlord and Tenant. However, the execution of this Amendment by Tenant and delivery thereof to Landlord or
Landlord’s agent will constitute an irrevocable offer by Tenant on the terms and conditions herein contained, which offer may not be revoked for thirty (30) days
after such delivery.
13. Entire Agreement . This Amendment and the Lease contain all the terms, covenants, conditions and agreements between Landlord and Tenant relating to
the matters provided for in this instrument. No prior or other agreement or understanding pertaining to such matters other than the Lease will be valid or of any
force or effect. This Amendment may only be modified by an agreement in writing signed by Landlord and Tenant.
14. Joint and Several Liability . If this Amendment is signed, or if the obligations of Tenant are otherwise guaranteed, by more than one party, their
obligations shall be joint and several, and the release or limitation of liability of any one or more of the parties shall not release or limit the liability of any other
party.
5 – SIXTH AMENDMENT TO LEASE
15. Certification . As an essential inducement to Landlord to execute this Amendment, Tenant hereby certifies and warrants to and agrees with Landlord that
(a) no event of default by Landlord under the Lease exists as of the date hereof, nor has any event occurred which, with the passage of time or the giving of notice,
or both, would constitute an event of default, (b) Landlord is not in any manner in default in the performance or observance of any obligation or duty owed to
Tenant, under the Lease or otherwise, and (c) Tenant has no defenses, offsets, claims or counterclaims to the observance and performance by Tenant of any
provision of the Lease or this Amendment, or, if any such defenses, offsets, claims or counterclaims exist, they are hereby forever waived, released and settled in
consideration of this Amendment.
16. Limitation on Liability . The liability of Landlord to Tenant under this Amendment will be limited as provided in Article 35.K of the Original Lease,
which Section is incorporated herein by reference as though fully set forth herein.
17. Lease in Full Force and Effect . As modified hereby, the Lease and all of the terms and provisions thereof remain in full force and effect and are
incorporated herein as if herein fully recited.
6 – SIXTH AMENDMENT TO LEASE
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment in multiple original counterparts as of the day and year first above written.
LANDLORD:
111 SW 5th Avenue Investors LLC,
a Delaware limited liability company
By:
By:
By:
111 SW 5th Avenue JV Member LLC,
a Delaware limited liability company, member
TPF Equity REIT Operating Partnership
LP, a Delaware limited partnership,
its sole member
TPF Equity REIT Operating Partnership
GP LLC, a Delaware limited liability
company, its general partner
/s/ Carl Pierce
By:
Name: Carl Pierce
Its:
Executive Director
TENANT:
New Relic, Inc., a Delaware corporation
/s/ Angel Zhao
By:
Print Name: Angel Zhao
CAO
Its:
7 – SIXTH AMENDMENT TO LEASE
EXHIBIT A
TENANT IMPROVEMENT WORK LETTER
1. Landlord Work . The Second Expansion Premises shall be delivered in the Improvable Condition (as defined in the Amendment to which this Exhibit A is
attached). Landlord has not agreed to perform any tenant improvement work.
2. Tenant Work . Tenant intends to install certain leasehold improvements in the Second Expansion Premises (the “Tenant Improvements”). The installation of such
Tenant Improvements is herein referred to as “Tenant’s Work.” The installation of such Tenant Improvements shall be accomplished in accordance with this Work
Letter and also all other applicable provisions of the Lease; without limiting the foregoing, the parties agree that the Tenant’s Work is “Work” as defined by Article
9 of the Original Lease, and that all provisions of the Lease applicable to “Work” apply to the Tenant’s Work. In the event of a conflict, the provisions of this
Exhibit shall control over the provisions of the Lease.
3. Plans . Prior to commencing Tenant’s Work, Tenant shall obtain Landlord’s prior written approval of the final plans and specifications for Tenant’s Work as set
forth in Article 9 of the Original Lease. The final plans and specifications as approved by Landlord are herein referred to as the “Final Plans.” Landlord shall, as
part of Landlord’s prior written approval, confirm in writing any portion of Tenant’s Work required to be removed from the Premises by Tenant upon the
expiration or earlier termination of the Lease.
4. Permits and Approvals . Prior to commencing any construction activity, Tenant shall obtain, at its sole cost and expense, all permits and approvals necessary to
perform Tenant’s Work in accordance with the Final Plans. Copies of all such permits and approvals shall be delivered to Landlord as obtained.
5. Contractors .
a. General Contract . Tenant shall engage a licensed general contractor to perform Tenant’s Work subject to Landlord approval under Article 9 of the
Original Lease. Tenant shall include, within the provisions of its contract with the general contractor, the following provisions:
i. The general contractor shall subcontract only to appropriately licensed subcontractors.
ii. The general contract shall contain all customary warranties for work of the types performed and shall require the general contractor to obtain all
customary warranties from each subcontractor and supplier. All such warranties from the general contractor shall expressly state that they are for the benefit of both
Landlord and Tenant, that the same are assignable to Landlord, and that Landlord shall have a direct right to enforce the same.
b. Performance . A copy of the general contract and of all subcontracts, supplier contracts, and operating manuals shall be delivered to Landlord as
executed/received by Tenant. Tenant shall pay and perform all of its obligations to the general contractor and otherwise with respect to the Tenant’s Work as it is
completed in accordance with the general construction contract. Payments to the general contractor shall be made, in full, no less frequently than monthly.
1 – EXHIBIT A
c. Subcontractors . Tenant and its general contractor shall employ only subcontractors approved by Landlord as provided in Article 9 of the Original Lease to
perform mechanical, HVAC, electrical and plumbing work. Approval of any such subcontractor by Landlord does not impose any obligation or liability upon
Landlord.
6. Construction . Tenant shall comply with the following provisions.
a. Course of work . Tenant’s Work shall be conducted as set forth in Article 9 of the Original Lease.
b. Deliveries . Upon final completion, Tenant shall deliver to Landlord the following:
i. A complete set of the Final Plans with field notes, showing fully and in detail all work, including changes from the approved Final Plans and any
variations from the work as shown on the Final Plans.
ii. A complete copy of all inspection reports from governmental authorities and of all certificates of occupancy.
iii. To the extent required under this Work Letter, a copy of all warranties from the general contractor, together with an assignment of the rights of
Tenant with respect to all such warranties in form reasonably acceptable to Landlord and Tenant.
iv. A certified copy of a completion notice with proof of proper posting and recording pursuant to ORS 87.045.
v. Paid invoices and unconditional lien waivers for all of Tenant’s Work.
vi. A Certificate of Completion from Tenant’s architect in form reasonably acceptable to Landlord and Tenant’s architect.
7. Payment Contribution . Tenant shall finally complete Tenant’s Work in accordance with the provisions of this Lease, shall fully pay for the same, and shall
obtain all necessary certificates of occupancy and a certificate from the architect that Tenant’s Work has been finally completed in accordance with the Final Plans.
Tenant shall submit evidence of compliance with the foregoing requirements to Landlord following final completion and shall make the deliveries listed in
Section 6b. Within thirty (30) days following the later of Tenant opening for business at the Second Expansion Premises and Tenant making such submission and
deliveries, Landlord shall pay to Tenant the Costs of Tenant’s Work up to the amount of the Allowance (as those terms are defined herein), as follows.
2 – EXHIBIT A
a. Allowance . The Costs of Tenant’s Work shall be reimbursed by Landlord up to the amount of the Allowance; the Allowance shall not be used for trade
fixtures, equipment or personal property. If the Costs are less than the Allowance, then the amount of the Allowance will be automatically reduced to equal the
Costs. If any part of the Allowance is not used to pay Costs by the second anniversary of delivery of the Second Expansion Premises, the unused part of the
Allowance is forfeited and will not be available for any purpose, it being the responsibility of Tenant to plan the remodeling process to allow Tenant’s Work to be
completed and Tenant’s right to reimbursement to be perfected by such date.
b. Costs . The “Costs” of Tenant’s Work are all hard and soft costs related to Tenant’s Work including but not limited to architectural plans, permits, and
construction costs. Costs shall include a construction oversight fee of 3% of the Allowance, to be deducted from the Allowance and paid to Landlord’s agent;
Tenant shall not be required to pay Landlord any other sums in connection with Tenant’s Work, including without limitation, as set forth in Article 9(F) of the
Lease. Tenant shall pay all Costs as and when due.
c. Default . No disbursement of the Allowance shall be due or paid at any time that a Default exists under the Lease.
8. Construction Oversight . Tenant shall provide all project management and oversight of Tenant’s Work necessary for Tenant to perform its obligations hereunder.
Landlord and/or its property manager (or designee) shall be given the schedule for all project meetings and shall have the right to attend all such meetings.
Landlord and Landlord’s agents shall have the right, but not the obligation, to inspect the construction of Tenant’s Work as provided in Article 9(B) of the Lease.
However, neither the right herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any
rights of Landlord to require good and workmanlike performance of all Tenant’s Work in accordance with the requirements of this Work Letter. Notwithstanding
any inspection or acceptance by Landlord of Tenant’s Work, or any portion thereof, Tenant acknowledges that Landlord’s sole interest in doing so is to protect the
Building and Landlord’s interests. Accordingly, Tenant shall not rely upon Landlord’s inspections or approvals, and agrees that Landlord shall not be the guarantor
of, nor responsible for, any of Tenant’s Work. Tenant shall be solely responsible for, and shall remedy, at Tenant’s sole expense, any and all defects in Tenant’s
Work that may appear during or after the completion thereof, whether the same shall affect the Second Expansion Premises in particular or any part of the Building
in general.
3 – EXHIBIT A
EXHIBIT B
COMMENCEMENT CERTIFICATE
It is hereby agreed among the parties to that certain Sixth Amendment to Lease dated , 20 , for Suite , in the building located at 111 SW
Fifth Avenue, Portland, Oregon (the “Lease”) between New Relic, Inc. (“Tenant”), and 111 SW 5 th Avenue Investors LLC (“Landlord”) that:
1. The Second Expansion Effective Date is .
2 . The Extended Expiration Date of the Extension Term is .
Tenant hereby acknowledges that the Second Expansion Premises has been delivered in accordance with Landlord’s obligations for the delivery of the
Second Expansion Premises under the Lease.
1 – EXHIBIT B
IN WITNESS WHEREOF, Landlord and Tenant have executed this certificate as of the date hereof.
LANDLORD:
111 SW 5th Avenue Investors LLC,
a Delaware limited liability company
By:
By:
By:
111 SW 5th Avenue JV Member LLC,
a Delaware limited liability company, member
TPF Equity REIT Operating Partnership
LP, a Delaware limited partnership, its sole member
TPF Equity REIT Operating Partnership GP LLC,
a Delaware limited liability
company, its general partner
By:
Name: Carl Pierce
Its:
Executive Director
TENANT:
New Relic, Inc., a Delaware corporation
By:
Print Name:
Its:
2 – EXHIBIT B
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-204512 and 333-201024 on Form S-8 of our reports dated May 26, 2016,
relating to the consolidated financial statements of New Relic, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over
financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended March 31, 2016.
Exhibit 23.1
/s/
DELOITTE & TOUCHE LLP
San Jose, California
May 26, 2016
Exhibit 31.1
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lewis Cirne, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of New Relic, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: May 26, 2016
By:
/s/ Lewis Cirne
Lewis Cirne
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Sachleben, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of New Relic, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: May 26, 2016
By:
/s/ Mark Sachleben
Mark Sachleben
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
I, Lewis Cirne, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on
Form 10-K of New Relic, Inc. for the fiscal year ended March 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of
operations of New Relic, Inc.
Date: May 26, 2016
By:
/s/ Lewis Cirne
Lewis Cirne
Chief Executive Officer
I, Mark Sachleben, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report on Form 10-K of New Relic, Inc. for the fiscal year ended March 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and
results of operations of New Relic, Inc.
Date: May 26, 2016
By:
/s/ Mark Sachleben
Mark Sachleben
Chief Financial Officer