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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 20202023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TOFor the transition period from                     to
Commission File Number 001-38675

Elastic N.V.
(Exact name of registrant as specified in its Charter)charter)

The NetherlandsNot Applicable
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
800 West El Camino Real, Suite 350
Mountain View, California 94040Not Applicable1
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650) 458-2620Not Applicable1

Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)classTrading Symbol(s)(Name of each exchange on which registered)registered
Ordinary shares, Par Value €0.01 Per ShareESTCNew 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 ☐
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 ☒
Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒
1 We are a distributed company. Accordingly, we do not have a principal executive office. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, or the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, any shareholder communication required to be sent to our principal executive offices may be directed to the email address ir@elastic.co.

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The aggregate market value of the ordinary shares held by non-affiliates of the registrant, based on the closing price of the shares of ordinary shares on the New York Stock Exchange on October 31, 20192022 (the last business day of the registrant’s second fiscal quarter), was approximately $3.9$6.1 billion.
The number
As of registrant’sMay 31, 2023, the registrant had 97,390,886 ordinary shares, outstanding as of June 22, 2020 was 85,282,748.par value €0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to the registrant’s 20202023 annual general meeting of shareholders (the “2020 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2020 Proxy StatementSuch definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended April 30, 2020.
2023.

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Exhibits and Financial Statement Schedules
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General
Unless the context otherwise indicates, references in this report to the terms “Elastic”,“Elastic,” “the Company,” “we,” “our” and “us” refer to Elastic N.V. and its subsidiaries. All information presented herein is based on our fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to the Company’s fiscal years ended April 30 and the associated quarters, months and periods of those fiscal years.
Trademarks
The Elastic design logo “Elastic” and our other registered or common law trademarks, service marks or trade names appearing in this Annual Report on Form 10-K are the property of Elastic N.V. and its subsidiaries. Other trademarks and trade names referred to in this Annual Report on Form 10-K are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this Annual Report on Form 10-K may appear without the ® or ™ symbols.
Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995,1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial riskrisks 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,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about:
our business strategy and our plan to build our business;
the impact of macroeconomic conditions, including declining rates of economic growth, supply chain disruptions, inflationary pressures, increased interest rates, and other conditions discussed in this report, on information technology spending, sales cycles, and other factors affecting the 2019 novel coronavirus disease ("COVID-19") ondemand for our business, operations, hiringofferings and financialour results and on the businesses of our customers and partners, including the effect of governmental lockdowns, restrictions and new regulations;operations;
our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses (which include changes in sales and marketing, research and development and general and administrative expenses), and our ability to achieve and maintain future profitability;
our ability to continue to deliver and improve our offerings and successfully develop new offerings, including security-related product offerings and SaaS offerings;
customer acceptance and purchase of our existing offerings and new offerings, including the expansion and adoption of our SaaScloud-based offerings;
the impact of actions that we are taking to reduce our costs and rebalance investments;
the impact of Russia’s invasion of Ukraine on our business and on the businesses of our customers and partners, including their spending priorities;
the effects of the coronavirus disease 2019 (“COVID-19”), on our business and financial results;
the impact that increased adoption of consumption-based arrangements could have on our revenue or operating results;
the impact of changes to our licensing of our products, particularly Elasticsearch and Kibana;
our assessments of the strength of our solutions and products;
our service performance and security, including the resources and costs required to prevent, detect and remediate potential security breaches or incidents, including by badthreat actors;
our ability to maintain and expand our user and customer base;
continued development of the market for our products continuing to develop;products;
competition from other products and companies with more resources, recognition and presence in our industry;
the impact of foreign currency exchange rate and interest rate fluctuations on our results;
the pace of change and innovation in the markets in which we participateoperate and the competitive nature of those markets;
our business strategy and our plan to build our business;
our ability to effectively manage our growth, including any changes to our pace of hiring;
our international expansion strategy;
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Table of Contentsour operating results and cash flows;
our strategy of acquiring complementary businesses and our ability to successfully integrate acquired businesses and technologies, including the successful integration of Endgame, Inc. and its subsidiaries (“Endgame”);
the potential impact on our operating margin from the acquisition of Endgame;technologies;
the impact of acquisitions on our future product offerings;
our beliefs and objectives for future operations;
our relationships with and reliance on third parties, including partners;
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our ability to protect our intellectual property rights;
our ability to develop our brands;
the impact of expensing stock options and other equity awards;
the sufficiency of our capital resources;
our ability to successfully defend litigation brought against us;
our ability to successfully execute our go-to-market strategy, including the positioning of our solutions and products, and to expand in our existing markets and into new markets;
sufficiency of cash to meet our cash needs for at least the next 12 months;
our ability to comply with laws and regulations that currently apply or may become applicable to our business both in the United States and internationally;
our ability to attract and retain qualified employees and key personnel;
the effect of the loss of key personnel, including Aaron Katz, who has transitioned from the position of Chief Revenue Officer and is expected to serve in an advisory role until August 2020, and our ability to attract a qualified replacement in light of the current unstable economic conditions caused by the COVID-19 pandemic;personnel;
our expectations about the impact of natural disasters and public health epidemics and pandemics on our business, results of operations and financial condition;
expectations about seasonality;the seasonality of our business;
the future trading prices of our ordinary shares;
our ability to service our debt obligations; and general market, political, economic and business conditions (including developments and volatility arising from the COVID-19 pandemic).
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.opinions. These statements are based upon information available to us as of the date of this Annual Report on Form 10-K, and while we believe suchthis information forms a reasonable basis for such statements, suchthe information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
You should not rely upon forward-looking statements expressed or implied by us 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 aboutregarding future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in Part I, Item 1A 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. Any additional or unforeseen effect from the COVID-19 pandemic may exacerbate these risks. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actualreport. Actual results, events, or circumstances could differ materially from those described or implied 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 such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Annual Report on Form 10-K or to conform such statements to actual results or revised expectations, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
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PART I
Item 1. Business.Business
Elastic is a search company.
Search is foundational to a wide variety of experiences. Elastic makesdata analytics company built on the power of search—the abilitysearch. Our platform, which is available as both a hosted, managed service across public clouds as well as self-managed software, allows our customers to instantly find relevant informationinsights and insightsdrive artificial intelligence (“AI”) and machine learning use cases from large amounts of data—available for a diverse set of applications anddata. We offer three search-powered solutions including Enterprise Search, Observability, and Security.Security – that are built into the platform. We help organizations, their employees, and their customers find what they need faster, while keeping mission-critical applications running smoothly, and protecting against cyber threats.
Elastic powersAs digital transformation drives mission critical business functions to the search behindcloud, we believe that every company will need to build around a ride sharing app to help locate nearby riders and drivers. Elastic powers the search for finding the right products to add to your cart for an ecommerce application. Elastic powers the search for a digital creative software company, enabling users to search across millions of digital assetssearch-based relevance engine to find the right photo, font, or color palette to complete a creative project. Elastic powers the logginganswers that matter, from all of billions of events per day to track and manage website performance issues and network outages of a telecommunications company with nationwide networks of mobile subscribers. Elastic powers the processing of terabytes of dailytheir data, in real time to monitor the usage of thousands of servers for a financial services company across their entire IT environments. Elastic powers a university’s cybersecurity operations to protect thousands of devicesreal-time, and critical data. All of thisat scale.
Our platform is search.
Why we search remains constant: we’re looking for insight, information, and answers. But how and what we search changes over time, from the Dewey Decimal System for libraries to Google for the World Wide Web to conversations with virtual assistants for everyday inquiries. Today, what we search has grown to include a rapidly increasing amount of structured and unstructured data from a multitude of sources such as databases, websites, applications, and mobile and connected devices. While search experiences often begin with search boxes, they are not confined to them. Dragging your finger across a mapbuilt on a smartphone screen is search. Zooming into a specific time frame in a histogram is search. Mining log files for errors is search. Forecasting storage capacity two weeks into the future is search. Using natural language processing to analyze user sentiment is search.
Elastic created the Elastic Stack, a powerful set of software products that ingest and store data from any source, and in any format, and perform search, analysis, and visualization in milliseconds or less. Developers build on topof that data. At the core of the Elastic Stack to applyis Elasticsearch - a highly scalable document store and search engine, and the powerunified data store for all of search to their dataour solutions and solve business problems. We have also built software solutions onuse cases. Another component of the Elastic Stack that addressis Kibana, which delivers a wide varietycommon user interface across all of our solutions, with powerful drag-and-drop visual analytics, and centralized management of the platform. Our platform also includes the Elasticsearch Relevance Engine™ (“ESRE”), which combines advanced AI with Elastic’s text search to give developers a full suite of sophisticated retrieval algorithms and the ability to integrate with large language models. Our out-of-the-box solutions deliver fast time to value for common use cases: Elastic Enterprise Search for workplace search, app searchcases and, site search, Elastic Observability for logging, metricspaired with our developer-centric platform which is extensible and application performance management ("APM"customizable, allow us to innovate fast and differentiate our offerings at every level.
We make our platform available as a hosted, managed service across major cloud providers (Amazon Web Services (“AWS”), Google Cloud Platform (“GCP”), and Elastic Security for security information and event management ("SIEM") and endpoint security.
The Elastic Stack andMicrosoft Azure) in more than 50 public cloud regions globally. Customers can also deploy our solutions are designed to run inplatform across hybrid clouds, public or private clouds, in hybrid environments, or in traditional on-premisesand multi-cloud environments. As the technology landscape shifts, our products grow and adapt. In that sense, we believe that our company is truly elastic.
Our origins are rooted in open source, which facilitates rapid adoption of our software and enables efficient distribution of our technology. Developers can either download or deploy our software directly in the cloud as a managed offering on our website, for use in development and production environments. Our offerings include both free and paid products and solutions.
Our business model is based primarily on a combination of open sourcea paid Elastic-managed hosted service offering and paid and free proprietary self-managed software. Our paid offerings for our platform are sold via subscription through resource-based pricing, and all customers and users have access to all solutions. In Elastic Cloud, our family of cloud-based offerings under which we offer our software as a hosted, managed service, we offer various subscription tiers tied to different features. For self-managed users who download our products,software, we make some of the proprietary features of our software available for free. Other proprietary features are only available through paid subscriptions, which also include accessfree, allowing us to support on all freeengage with a broad community of developers and paid features.practitioners and introduce them to the value of the Elastic Stack. We also providebelieve in the importance of an open software development model, and we develop the majority of our software in public repositories as open code under a service ("SaaS"). There is no free subscription tier in our SaaS offerings.proprietary license. Unlike some open source companies, we do not build a separatean enterprise version of an original open source project. Instead, we develop and test one robust codebase, over which wethat is separate from our free distribution. We maintain control. We believe that maintaining full control over the sourcea single code enables us to develop better products forbase across both our users and customers. Our sales and marketing efforts start with developers and other users who have already adopted ourself-managed software and then evolve to departmental decision-makers and senior executives who have broad purchasing power in their organizations.Elastic-hosted services. All of these actions help us build a powerful commercial business model.model that we believe is optimized for product-led growth.
Our customers often significantly expand their usage of our products and services over time. Expansion includes increasing the number of developers and practitioners using our products, increasing the utilization of our products for a particular use case, and applyingutilizing our products to address new use cases. We focus some of our direct sales efforts on encouraging these typesthis type of expansion within our customer base.base, both within as well as across solutions. Because our business model provides access to all solutions with resource-based pricing, we make it easy for customers to expand across use cases.
Our business has experienced rapid growth around the world. As of April 30, 2020,2023, we had over 11,300approximately 20,200 customers compared to over 8,10018,600 customers and over 5,00015,000 customers as of April 30, 20192022 and 2018,2021, respectively. Our total revenue was $427.6$1.1 billion, $862.4 million, in the year ended April 30, 2020 (“fiscal 2020”), $271.7and $608.5 million in the year ended April 30, 2019 (“fiscal 2019”), and $159.9 million in the year ended April 30, 2018 (“fiscal 2018”), representing year-over-year growth of 57% and 70% for the years ended April 30, 20202023, 2022 and 2019, respectively.2021, respectively, representing year-over-year growth of 24% for the year ended April 30, 2023 and 42% for the year ended April 30, 2022. Subscriptions accounted for 92%, 91%93% and 93% of our total
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revenue infor the years ended April 30, 2020, 20192023, 2022 and 2018,2021, respectively. Revenue from outside the United States accounted for 43%41%, 43%44% and 39%45% of our total revenue infor the years ended April 30, 2020, 20192023, 2022 and 2018,2021, respectively.
InFor the years ended April 30, 2020, 20192023, 2022 and 2018,2021, we incurred net losses of $167.2$236.2 million, $102.3$203.8 million and $52.7 million, respectively, and our net cash used in operating activities was $30.6 million, $23.9 million and $20.8$129.4 million, respectively. We expect we will continue to incur net losses for the foreseeable future. Our net cash provided by operating activities was $35.7 million, $5.7 million, and $22.5 million for the years ended April 30, 2023, 2022, and 2021 respectively.
Our Products
We founded Elastic to bring the power of search to a broad range of business and consumer use cases. Our products enable our customers and users and customers to nearly instantly find relevant information and insights in large amounts of data.data across a broad range of business and consumer use cases.
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We offer the Elastic Stack, a powerful set of software products that ingest and store data from any source, and in any format, and perform search, analysis, and visualization, usually in milliseconds or less.milliseconds. The Elastic Stack is designed for direct usecan be used by developers to power a variety of use cases. We also offer software solutions built onin the Elastic Stack that address a wide variety of use cases. The Elastic Stack and our solutions are designed to run in public or private clouds, in hybrid environments, or in traditional on-premisesmulti-cloud environments.
The Elastic Stack
The Elastic Stack is primarily composed of four primarythe following products:
Elasticsearch.Elasticsearch is the heart of the Elastic Stack. It is a distributed, real-time search and analytics engine and datastoredata store for all types of data, including textual, numerical, geospatial, structured, and unstructured.
Kibana. Kibana is the user interface for the Elastic Stack. It is the visualization layer for data stored in Elasticsearch. It is also the management and configuration interface for all parts of the Elastic Stack.
Elastic has spent years infusing both Elasticsearch and Kibana with a foundation of AI and machine learning built on ESRE, from support for external machine learning models to native vector search capabilities, supervised and unsupervised machine learning, and solution capabilities that improve search relevance and identify anomalies. Elastic enables organizations to integrate generative AI and large language models by building key capabilities into its products.
The Elastic Stack also supports data ingest with a number of products:
Elastic Agent. Elastic Agent is a single, unified way to add monitoring for logs, metrics, and other types of data to each host. Elastic Agent includes integrated host protection and central management.
Beats. Beats is the family of lightweight, single-purpose data shippers for sending data from edge machines to Elasticsearch or Logstash.
Logstash. Logstash is the dynamic data processing pipeline for ingesting data into Elasticsearch or other storage systems from a multitude of sources simultaneously.
Beats. Beats is the family of lightweight, single-purpose data shippers for sending data from edge machines to Elasticsearch or Logstash.
SomePaid proprietary features ofin the Elastic Stack are open source, while others are proprietary. Some proprietary features are licensed to users at no cost, while others require paid subscriptions. Paid proprietary features enable capabilities such as automating anomaly detection on time series data at scale through machine learning, facilitating compliance with data security and privacy regulations, supporting search across low cost cold and frozen data tiers, and allowing real-time notifications and alerts. The source code of all free and paid features in the Elastic Stack is generally visible to the public in the form of “open code.”
Our Solutions
We have built a number of solutions on top ofinto the Elastic Stack to make it easier for organizations to use our software for certain common use cases. Like the Elastic Stack, ourOur solutions comprise a combination of open source features, free proprietary features, and paid proprietary features. The solutions we offer include:
Enterprise Search. Our Enterprise Search solution provides powerful search for documents and results living in applications, websites, applications and workplaces. EnterpriseKey use cases for Search includes: Workplace Search,include: search applications, a unified search platform for the workplace that seamlessly connects to the most widely used enterprise systems and tools; App Search, a flexible, API-driven toolfoundation for building search experiences to support websites and portals, e-commerce, mobile app search, and customer support; and Site Search,workplace search, an easy wayout-of-the-box search solution for the workplace that seamlessly connects to bring powerful search to any website.the most widely used enterprise systems and tools.
Observability. Our Observability solution enables unified analysis across the IT ecosystem of applications, networks, and infrastructure. Observability includes: Logs, to search and analyze petabytes of structured and unstructured logs; Metrics, to search and analyze numeric and time series data; APM,Application Performance Monitoring (“APM”), to deliver insight into application performance and health metrics and provide developers with confidence in their code; and Uptime,Synthetic Monitoring, to easily track andproactively monitor the availability and functionality of hosts, websites, services and applications.user journeys.
SecuritSecurity.y. Our Security solution provides unified protection to prevent, detect, and respond to threats. Security includes: SIEM,Security Information and Event Management (“SIEM”), with integrations to network, host, user, and cloud data sources, as well as workflow and operations, shareable analytics, incident management, and investigations; and Endpoint Security, for prevention, detection and response inwith a single, stack-integrated agent.agent; Extended Detection and Response (“XDR”), providing protection across infrastructure from SIEM to Endpoint; and Cloud Security, providing cloud posture assessment, vulnerability management, and cloud workload protection with one integrated solution.
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Our Deployment Options
The Elastic Stack and our solutions generally can be deployed in public or private clouds, in hybrid environments, or in traditional on-premisesmulti-cloud environments, to satisfy various user and customer needs. Elastic Cloud, our family of cloud-based offerings, is hosted on major public cloud providers. We also partner with other cloud providers who offer our software to users on their cloud platform as a hosted offering.
Self-Managed. Today, most usersUsers can also download and manage their own deployments of the Elastic Stack and our solutions. To help with more complex deployment scenarios, we offer Elastic Cloud Enterprise (ECE), a paid proprietary product,products to deliver centralized provisioning, management, and monitoring across multiple deployments.
SaaS.Many customers are becoming increasingly interested in SaaS deployment alternatives that reduce the burden of administration. For these customers we have developed a family of SaaS products called Elastic Cloud, which includes Elasticsearch Service, Site Search Service and App Search Service. We host and manage our Elastic Cloud products on infrastructure from multiple public cloud providers.
Our Business Model
Our business model refers to how we make our software available, including our free and open distribution and go-to-market strategy, and how we charge our customers. We believe our business model creates significant value for our users, our customers, and our company.
Our business model is based on a combination of open source and proprietary software. We market and distribute the Elastic Stack and our solutions using a free and open distribution strategy. Developers and other users are able to download our software directly from our website. Some features of our software can be used free of charge. Others are only available through paid subscriptions, which include access to proprietary features and support. These paid features can be unlocked with a simple license update, without the need to re-deploy the software. We also provide our software as a service, as part of Elastic Cloud. There is no free subscription tier in our Elastic Cloud offerings. The rate at which our customers purchase additional subscriptions and expand the value of existing subscriptions depends on a number of factors, including customers’ level of satisfaction with our products, the nature and size of the deployments, the desire to address additional use cases, and the perceived need for additional proprietary features. The source code of all Elastic Stack features, whether they are open source or proprietary, is visible to the public in the form of “open code.”
Our distribution model facilitates rapid and efficient adoption, particularly by empowering individual developers and other users to download and use our software without payment, registration, or the friction of a formal sales interaction. It also fosters a vibrant developer community around our products and solutions, which drives adoption of our products and increased interaction among users. Further, this approach enables community review of our code and products, which allows us to improve the reliability and security of our software. We believe that the number of times our products have been downloaded and the size of our developer community are indicative of the benefits of our open source strategy and the growth in adoption of our products. However, we generally do not have visibility into, and cannot accurately determine how often, our downloaded products are being actively used.
We have designed our strategy to avoid some of the risks associated with an open source model. One such risk relates to control over the direction and roadmap of our products. We maintain full control over the source code of our products and solutions. While community members may suggest changes to our products, only Elastic employees are able to commit changes to the codebase. Further, unlike some open source companies, we do not build a separate enterprise edition of an original open source project. Instead, we develop, maintain, and test a single robust codebase that is shared by our entire developer community.
Some open source companies sell only support for software that they make available at no cost. We believe this can create misaligned incentives in that the support vendor benefits from low software quality. Accordingly, we focus on designing high-quality software products that include proprietary features and are easy to use and reliable. We include support only as part of our subscriptions.
We believe in building products that provide value and appeal to the people who use them, including developers, architects, DevOps personnel, IT professionals, and security analysts. At the same time, a software company should be able to engage and build relationships with departmental or organizational leaders who make large technology purchasing decisions. At Elastic, we do both.
Strengths of Ourour Products
The strengths of our products include the following:
Speed. TheSpeed. The Elastic Stack can find matches for search criteria in milliseconds within even the largest structured and unstructured datasets. Its schema-lessschemaless structure and inverted indices enable real-time search of high volumes of structured, unstructured, and time series data.
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Scale. TheScale. The Elastic Stack is a distributed system and can scale massively. It has the ability to subdivide search indices into multiple pieces called shards, which enables data volume to be scaled horizontally and operations to be distributed across hundreds of systems or more. A developer running hundreds of nodes has the same user experience as a developer running a single node on a laptop.
RelevanceRelevance.. Elasticsearch uses multiple analytical techniques, including both traditional and AI-powered relevance techniques, to determine the similarity between stored data and queries, generating highly relevant results reflecting a deep understanding of text and context. Its sophisticated yet developer-friendly query language permits advanced search and analytics. Additionally, the speed of the Elastic Stack permits query iteration, further enhancing the relevance of search results.
Ease of UseUse.. The Elastic Stack is engineered to take a user from data to dashboard or inquiry to insight in minutes. It offers an easy getting startedgetting-started experience, featuring streamlined download and deployment, sensible defaults, a simple and intuitive query language that just works, and no need to define a schema up front. Administrative tasks such as securing the Elastic Stack are intuitive and integrated into the user experience, as are investigative tasks such as data visualization.
FlexibilityFlexibility.. The Elastic Stack is able to ingest, filter, store, search, and analyze data in any form, whether structured or unstructured. These capabilities enable the Elastic Stack to generate insights from a wide variety of data sources for a broad range of use cases. The flexibility of the Elastic Stack also enables users to begin using our products along with their existing systems, which lowers barriers to adoption.
ExtensibilityExtensibility.. Developers can use the Elastic Stack as a foundation for addressing a wide variety of use cases. Our open source approach to building the Elastic Stack empowers developers to innovate and utilize it to fit their specific needs. Additionally, our developer community actively engages with us to improve and expand the Elastic Stack.
Our Growth Strategies
We intend to pursue the following growth strategies:
Increase usage of Elastic Cloud. As users and customers increasingly want to consume highly-scalable cloud solutions, we believe that Elastic Cloud represents a significant growth opportunity. We plan to continue to invest resources in driving further innovation and increasing the adoption of Elastic Cloud.
Increase product adoption by improving ease of use and growing our user community.With our engineering efforts focused on the user experience, we will continue to develop software that makes our products easier to use and adopt for both developers and non-developers. We will continue to engage with developers globally through a wide range of touch points such as community meetups, global community groups, hackathons, our global events, our user conferences, which we call Elastic{ON},ElasticON, and engagement on our website, user forums, and code repositories, to grow our user community.
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Expand our customer base by acquiring new customers. Through our distribution model, self-managed users can easily download our software directly from our website and access many features free of charge, which facilitates rapid adoption. Through Elastic Cloud, our SaaS offering, we provide the fastest and easiest way to get started with a free trial. However, there is no free subscription tier in Elastic Cloud. Self-managed users can easily download our software directly from our website and access many features free of charge, which also facilitates adoption. Our sales and marketing team conducts campaigns to drive further awareness and adoption within the user community. As a result, many of our sales prospects are already familiar with our technology prior to entering into a commercial relationship with us. Additionally, we leverage our network of partners to drive awareness and expand our sales and marketing reach to target new customers. We will continue to engage our community and our partners to drive awareness and to invest in our sales and marketing team to grow our customer base.
Expand within our existing customer base through new use cases and larger deployments. We view initial success with our products as a path to drive expansion to new use cases and projects and larger deployments within organizations. We often enter an organization through a single developer or a small team for an initial project or use case with an objective to quickly solve a technical challenge or business problem. Because of the rapid success with our products, knowledge of Elastic often spreads within an organization to new teams of developers, architects, IT operations personnel, security personnel, and senior executives. We will continue to invest in helping users and customers be successful with our products, and we view initial success with our products as a path to drive expansion to new use cases and projects and larger deployments within organizations.products.
Extend our product leadership through continued investment in our technology.We will continue to invest in our self-managedproducts and SaaS productsservices to extend into new use cases, industries, geographies, and customers.
Increase usage of We regularly deliver new and enhanced capabilities to our customers through regular releases, to which everyone has access based on our subscription model. Our technology investments within the Elastic Cloud. We believe that providingStack include foundational capabilities as well as solution enhancements for our SaaS products represents a significant growth opportunity. We plan to expand Elastic Cloud geographically and through more public cloud providers. We plan to offer more of our solution features as part of Elastic Cloud over time.target use cases.
Expand our strategic and regional partnerships.Our Our partners assist us in driving awareness of Elastic and our products, building new solutions on top ofusing the Elastic Stack to solve customer pain points, and extending our
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reach in geographic areas and verticals where we do not have a formal sales presence. We have a diverse range of partners and we will continue to pursue partnerships to further the development of the Elastic Stack and our customer reach.
Selectively pursue acquisitions and strategic investments. acquisitions.We Since inception, we have selectively pursued acquisitions and strategic investments in businesses and technologies in orderacquisitions to drive product and market expansion. Since inception, we have acquiredThe focus of our most recent acquisitions has been to enhance the technology underlying our security offerings (formerly Endgame), Site SearchSecurity and App Search offerings (formerly Swiftype), our APM offering (formerly Opbeat), our machine learning feature (formerly Prelert), our Beats product (formerly Packetbeat), our Elastic Cloud SaaS offering (formerly Found) and our Kibana and Logstash products through strategic transactions.Observability offerings. We intend to continue to pursue acquisitions and strategic investments selectively.
Customers
Organizations of all sizes, across many industries, both privateincluding enterprises, educational institutions and public,government entities, purchase our products for a variety of use cases. As of April 30, 2020,2023, we had approximately 20,200 customers compared to over 11,300 customers.18,600 customers and over 15,000 customers as of April 30, 2022 and 2021, respectively. No customer representedaccounted for more than 10% of our total revenue infor the yearyears ended April 30, 2020.2023, 2022, and 2021.
Seasonality
We have experienced quarterly fluctuations and seasonality in our sales and results of operations based on our entry into agreements with new and existing customers and the mix between annual and monthly contracts entered into in each reporting period. Seasonality in our sales cycle generally reflects a trend toward greater sales in our second and fourth fiscal quarters and lower sales in our first and third fiscal quarters. We believe this seasonality might become more pronounced as we continue to target large enterprise customers.
Engineering
Our engineering organization focuses on enhancing existing products and developing new products, both open source and proprietary,features that are easy to use and can be run in any environment including in public or private clouds, in hybrid environments, or in traditional on-premisesmulti-cloud environments. With a distributed engineering team spanning over 30 countries, we are able to recruit, hire, and retain high-quality, experienced developers, tech leads, and product managers, and operate at a rapid pace to drive product releases, fix bugs, and create new product offerings.
Our software development process is based on iterative releases acrossof the Elastic Stack, our solutions, and the Elastic Cloud.Stack. We are organized in small functional teams with a high degree of autonomy and accountability. Our distributed and highly modular team structure and well-defined software development processes also allow us to successfully incorporate technologies that we have acquired.
As
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Table of April 30, 2020, we had 635 employees in our research and development organization, comprising 33% of our total headcount. Contents
We intend to continue to invest in our research and development capabilities to extend our products. Research and development expense totaled $165.4$313.5 million and $101.2$273.8 million infor the years ended April 30, 20202023 and 2019,2022, respectively. We plan to continue to devote significant resources to research and development.
Sales and Marketing
We make it easy for individual developersusers to begin using our products in order to drive viralrapid adoption. Users can either sign up for a free trial on Elastic Cloud or download our software directly from our website without any sales interaction, and immediately begin using the full set of freefeatures. Users can also sign up for Elastic Cloud through public cloud marketplaces.
With our business model, where users can download and paid features. Access to our paid features is available for an initial trial period for both self-managed and SaaS subscriptions.
As a resultuse many of our features for free, and open strategy, our sales prospects are often already familiar with or using our technology. Our sales and marketing efforts extend our free and open strategy in two key ways. First, weplatform. We conduct low-touch marketing campaigns to keep users and customers engaged afteronce they downloadhave begun using Elastic Cloud or have downloaded our software. This process includes providing high-quality content, documentation, webinars, videos, and blogs through our website. Second, we conductWe also drive high-touch virtual and field campaignsengagement with qualified prospects and customers who have typically already deployed our software to drive further awareness, adoption, and expansion of our products and solutions.with paid subscriptions. The majority of our new customers use Elastic Cloud. Many of these customers start with limited initial spending, but can significantly grow their spending.
Our sales teams are segmentedorganized primarily by geography and secondarily by employee count of our prospects and customers.customer segments. We rely on inside sales development representatives to qualify leads based on theirthe likelihood to makethey will result in a purchase. We pursue sales opportunities primarilyboth through aour direct sales motion, in some casesforce and as assisted by partners.our partners, including through cloud marketplaces. Our relationships within customer organizations often extend beyond the initial users of the technology and include technology and business decision-makers at various levels. We also engage with our customers on an ongoing basis through a customer success team, to ensure customer satisfaction and expand their usage of our technology.
As of April 30, 2020, we had 708 employees in our sales and marketing organization, including sales development, field sales, sales engineering, business development, customer success, and marketing personnel.
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Partners
We maintain partner relationships that help us market and deliver our products to our customers and complement our community. Our partner relationships include the following:
Cloud providers.We work with many of the major cloud providers to increase awareness of our products and make it easy to access our software. We partner with Amazon, Google, and Microsoft to offer our Elasticsearch Service (part of Elastic Cloud)Cloud on Google Cloud Platform (“GCP”),AWS, GCP, and Microsoft Azure, respectively.through direct purchase from us or their respective marketplaces. We also partner with Alibabaother cloud providers to provide the Alibaba Cloud Elasticsearch Service in China and the rest of the world. We also have a relationship with IBM to offer Elastic Stack deployment templates on its cloud. Through these partnerships, customers of these companies may access Elastic’s support engineers and may use our free and paid proprietary features. In addition, we make our Elasticsearch Service availablefeatures to users on Amazon Web Services (“AWS”), for direct purchase via our website. Elastic’s Elasticsearch Service is a different offering than Amazon Elasticsearch Service. We do not partner with Amazon, provide support for Amazon Elasticsearch Service, or provide Amazon or customers of Amazon Elasticsearch Service with access to any of our free or paid proprietary features.their cloud platforms.
Systems integrators, channel partners, and referral partnerspartners.. We have a global network of systems integrators, channel partners, and referral partner relationships that help deliver our products to various business and government customers around the world.
OEM and MSP partnerspartners.. Our original equipment manufacturing ("OEM"(“OEM”), and managed service provider ("MSP"(“MSP”), partners embed an Elastic subscription into the products or services they offer to their own customers. OEM or MSP partners are able to include Elastic’s paid and unpaid proprietary features in their product, receive ongoing support from Elastic for product development, and receive support for end customer issues related to Elastic.
Technology partnerspartners. . Our technology partners collaborate with Elastic to create a standardized solution for end users that includes technology from both Elastic and the partner. For example, we work with Micro Focus to integrate our products with their ArcSight product. Technology partners represent a deeper collaboration than community contributions and are distinct from distribution-oriented relationships like OEMs and MSP partners.
Professional Services
We offer consulting and training as part of our offerings. Toofferings to assist customers in accelerating their success with our software, oursoftware. Our consulting team consists of engineers and architects who bring hands-on experience and deep technical knowledge to a project. Our training offerings enable our users to gain the necessary skills to develop, deploy, and manage our software.
Customer Support
We endeavor to make it easy for developersusers to download, install, deploy and use the Elastic Stack and our solutions. To this end, our user community functions as a source of support and enables developersusers to engage in self-help and collaboration.
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However, in many situations, such as those involving complex enterprise IT environments, large deployments and novel use cases, our users require our support. Accordingly, we include support as part of the subscriptions we sell for our products. Our global support organization consists of highly technical support engineers who provide technical support experiencesservices including troubleshooting, technical audits, cluster tuning, and upgrade assistance. Our support team is distributed across over 20 countries and provides coverage 24 hours per day, all 365 days per year, across multiple languages.
We believe that software companies should not have incentives to build low qualitylow-quality software. In that connection, we do not sell support separately from our software subscriptions.
Our Technology
Our products consistplatform consists of the Elastic Stack, our solutions, and software that supports our various deployment alternatives. Because our solutions are built oninto the Elastic Stack, innovations and new capabilities built intoin the Elastic Stack may benefit many of our solutions. Our customers can customize and extend our solutions to fit their needs by leveraging the power of the Elastic Stack and our developer capabilities.
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Technology Features of the Elastic Stack
Elasticsearch is the heart of the Elastic Stack, where users store, search, and analyze data. Key features of Elasticsearch include the following:
Store any type of data.Elasticsearch combines powerful parts of traditional search engines, such as an inverted index to power fast full text search and a column store for analytics, with native support for a wide range of data types, including text, dates, numbers, geospatial data, date/numeric ranges, and IP addresses. With sensible defaults, and no upfront schema definition necessary, Elasticsearch makes it easy to start simple and fine-tune as datasets grow.
Vector search. Elastic natively supports vector search as part of ESRE, which enables a wide range of advanced search use cases that improve relevance, including sophisticated search ranking, image search, question answering, and more. Vector search relies on a next generation of machine learning models that can represent many types of content as vectors, including text, images, events, and more. ESRE also supports integration with large language models. As data volumes and formats explode, this sophisticated approach to search and relevance is becoming important for use cases where delivering maximum relevance is critical.
Machine learning, AI, and alerting. Machine learning capabilities such as anomaly detection, forecasting, and categorization are tightly integrated with the Elastic Stack to automatically model the behavior of data, such as trends and periodicity, in real time in order to identify issues faster, streamline root cause analysis, and reduce false positives. Without these capabilities, it can be very difficult to identify issues such as infrastructure problems or intruders in real time across complex, high-volume, fast-moving datasets. In the last few years, we have also added native support for vector search and model management for advanced machine learning models.
Powerful query languages. The Elasticsearch query domain specific language is a flexible, expressive search language that exposes a rich set of query capabilities across any kind of data. From simple Boolean operators to custom relevance functions, users can articulate exactly what they are looking for and bring their own definition of relevance. The query language also includes a composable aggregation framework that enables users to summarize, slice, and analyze structured or semi-structured datasets across multiple dimensions. Examples of these capabilities include tracking the top ten users by spend,expenditure level, looking at data week over week, analyzing data across geographies, and drilling down into details with specific filters all with a single search.
Developer friendliness. Elasticsearch has consistent, well-documented APIs that work the same way on one node during initial development as on a hundred nodes in production. Elasticsearch also ships with a number of language clients that provide a natural way to integrate with a variety of popular programming frameworks, reducing the learning curve, and leading to a shorter time to realizing value.
High speed.Everything stored in Elasticsearch is indexed by default, suchso that users do not need to decide in advance what queries they will want to run. Our architecture optimizes throughput, time-to-data availability and query latency. Elasticsearch can easily index millions of events per second, and newly added data can be available for search nearly instantly.
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High scale and availability.Elasticsearch is designed to scale horizontally and be resilient to node or hardware failures. As nodes join a cluster, data is automatically re-balanced and queries and indexing are spread across the new nodes seamlessly. This makes it easy to add hardware to increase indexing throughput or improve query throughput. Elasticsearch also detects node failures and hardware or network issues and automatically protects user data by ejecting the failing or inaccessible nodes and creating new replicas of the data.
Machine learning and alerting. Machine learning capabilities such as anomaly detection, forecasting, and categorization are tightly integrated with the Elastic Stack to automatically model the behavior of data, such as trends and periodicity, in real time in order to identify issues faster, streamline root cause analysis, and reduce false positives. Without these capabilities, it can be very difficult to identify issues such as infrastructure problems or intruders in real time across complex, high-volume, fast-moving datasets.
Security. Security features give administrators the rights to grant specific levels of access to their various types of users, such as IT, operations, and application teams. Elasticsearch serves as the central authentication hub for the entire Elastic Stack. Security features include encrypted communications and encryption-at-rest; role-based access control; single sign-on and authentication; field-level, attribute-level, and document-level security; and audit logging.
Kibana is the user interface for the Elastic Stack. It allows users to manage the Elastic Stack and visualize data. Additionally, the interfaces for many of our solutions are built into Kibana. Key features of Kibana include the following:
Explore and visualize data stored in Elasticsearch. Kibanaprovides interactive data views, visualizations, and dashboards powered by structured filtering and unstructured search to enable users to get to answers more quickly. A variety of data visualization types, such as simple line and bar charts, purpose-built geospatial and time series visualizations, tree diagrams, network diagrams, heatmaps, scatter plots, and histograms, support diverse user needs.
Incorporate advanced analytics and machine learning from Elasticsearch. Kibana’s query, filtering, and data summarization capabilities reflect Elasticsearch’s powerful query domain specific language and aggregation framework while making it interactive.
Manage the Elastic Stack.Kibana presents a broad user interface showing the health of Elastic Stack components and provides cluster alerts to notify administrators of problems. Its central management user interfaces (UIs)(“UI”) make it easier to operate the Elastic Stack at scale.
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Home for Solutions.Kibana is where our users and customers access the user interfaces for our Search, Observability, and Security solutions. Kibana provides core services, like security, alerting, and data visualization components. This makes it easy for users to discover all of the capabilities our solutions provide, and enables solution users to benefit from theKibana’s core capabilities of the Kibana.capabilities.
Application framework. Kibana is designed to be extensible. Users interested in a highly specialized visualization type not distributed with Kibana by default can customize experiences through a Kibana plugin and make the plugin available to the community. Dozens of Kibana plugins have been shared by the community via Elastic documentation and code sharing platforms such as GitHub.
Elastic Agent, Beats, and Logstash are data ingestion tools that enable users to collect and enrich any kind of data from any source for storage in Elasticsearch. Beats and Logstash have an extensible modular architecture. Elastic Agent is a single, unified way to add monitoring for logs, metrics, and other types of data to each host, and also includes integrated host protection and central management. Beats are lightweight agents purpose-built for collecting data on devices, servers, and inside containers. Key features of Beats include the following:
Agents.Data shippers. Elastic Agent introduces a new single agent architecture across hosts that simplifies management and deployment. Elastic Agent is based on the architecture of Beats, are lightweight agents built for the purposes of efficient data collection at the edge for specific types of data, such as Filebeat for the collection of logging data, Metricbeat for the collection of system or service metric data, Auditbeat for the collection of security data, Packetbeat for the collection of network data, and Heartbeat for the collection of availability data. Dozens of community Beats enable the collection of data from specialized sources.
Extensibility and community Beats.The Beats platform enables rapid creation of custom Beats that can be run on a variety of edge technologies for data collection. Over 90 Beats have been shared by the community via Elastic documentation and many more are available through code sharing platforms such as GitHub.
Host protection. Specifically with Elastic Agent, we extend protection to hosts in addition to data transfer. Elastic Agent stops malware and ransomware and enables environment-wide visibility and advanced threat detection.
Logstash enables centralized collection and extract, transformation, and load capabilities. Key features of Logstash include the following:
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Data transformation engine.Logstash is a centralized data transformation engine that can receive and pull data from multiple sources, transform and filter that data, and send it to multiple outputs. Logstash has a powerful and flexible configuration language that allows users to create data stream acquisition and transformation logic without having to write code. This greatly extends and accelerates the ability to create data management pipelines to a wide variety of organizations and individuals.
Plugins.Logstash collects data from a variety of sources, such as network devices, queues, endpoints, and public cloud services. Logstash enriches the data via lookups against local data sources, such as a geolocation database, and remote data sources, such as relational databases. Logstash can output events to Elasticsearch or downstream queues and other datastores.data stores. We develop and support more than 80 plugins for many common integrations.
Logstash extensibility and community plugins. A vibrant community of users extends our reach through hundreds of community Logstash plugins that enable integration with a wide variety of data sources across many use cases.
Technology Features of Ourour Solutions
Our solutions are designed to minimize time-to-value and deployment costs of using the Elastic Stack for common use cases. The functionality of our solutions often includes specialized data collection, through standardized APIs or custom agents, and custom user interfaces for specific data analytics, visualizations, workflows, and actions. Most of our solutions can be self-managed or accessed through Elastic Cloud.
Enterprise Search gives users the tools to bring search experiences to customers, partners and teams quickly and scale them seamlessly.
Search applications. Customers can bring the focused power of Elasticsearch to their company website, ecommerce site, or applications with a refined set of APIs and intuitive dashboards. Elastic delivers seamless scalability, tunable relevance controls, thorough documentation, well-maintained clients, and robust analytics to build a leading search experience. Customers can build rich applications directly on top of Elasticsearch, or they can use our Application Search framework to rapidly build and customize search applications.
Workplace Search.search. Workplace Search bringsCustomers can deploy internal workplace search to bring modern search to collaborative decisions and experiences. ItElastic seamlessly connects to some of the world’s most widely adopted productivity tools, customer relationship management platforms, cloud storage platforms, collaboration tools, operation management platforms, and content management systems. Custom sources provide an elegant set of APIs that letslet customers and users ingest any type of content from even more sources while preserving access control information.
ObservabilityApp Search. App Search simplifies the process of building excellent customer-facing search experiences. App Search also provides much of the shared, foundational technology that gives the products in Enterprise Search power within an intuitive user experience. App Search brings the focused power of Elasticsearch to a refined set of APIs and intuitive dashboards, allowing users to leverage scalability, tunable relevance controls, thorough documentation, well-maintained clients, and robust analytics to build a leading search experience with ease.
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Site Search. Site Search provides the tools users need to build powerful website search easily. The maintenance-free crawler keeps content current, while intuitive customization features and robust analytics provide full control over search relevance. All these capabilities are backed at scale by Elasticsearch.

Observability combines analysis across the IT ecosystem of IT applications, networks, and infrastructure to deliver actionable insights into performance, availability, usability, adoption, and anomalous behavior.
Logs.Logs indexes, searches, and analyzes structured and unstructured logs at large scale to monitor the health and performance of an organization’s services, infrastructure, and applications. Users can analyze and visualize information extracted from logs to understand system behavior and trends to optimize performance and preemptively address potential issues. By querying logs in ad hoc ways, users can triage, troubleshoot, and resolve performance issues.
Metrics. Metrics ingests, searches, visualizes, and analyzes numeric and time series data from IT systems, including applications, datastores,data stores, hosts, containers, cloud infrastructure, and more. Users can review performance and utilization trends to optimize and plan for future needs. Metrics helps users deliver on infrastructure service level objectives ("SLOs"(“SLO”), and resolve downtime or performance issues by understanding how the state of individual components fits into the bigger picture.
APM. APM delivers insight into application performance at the code level. Developers can instrument apps and see the lifecycle of a transaction across services from front end to back end. This can give developers confidence in the code they ship, and can give operational teams visibility into code-level errors and performance bottlenecks to accelerate root cause analysis and resolution during an investigation.
Uptime.Synthetic Monitoring. Customers and users leverage UptimeSynthetic Monitoring to track and monitor the availability of the hosts, websites, services, and application endpoints that support business operations. Through proactive monitoring, customers can detect troublesome components before they are reported by end users.
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Security delivers unified protection to prevent, detect, and respond to a variety of threats across the IT ecosystem.
SIEM.Elastic SIEM automates threat detection and remediation, reducing mean time to detect ("MTTD"(“MTTD”) and mean time to respond ("MTTR"(“MTTR”). With prebuilt Elastic Agent and Beats integrations, SIEM can ingest data from cloud, network, endpoints, applications, and other systems. With Elastic Common Schema ("ECS"(“ECS”), users can centrally analyze information like logs, flows, and contextual data from disparate data sources. SIEM provides an interactive workspace for security teams to detect and respond to threats. Teams can triage events and perform investigations, gathering evidence on an interactive timeline. SIEM also streamlines opening and updating cases, forwarding potential incidents to security operations workflows and IT ticketing systems.
Endpoint Security.Endpoint Security combines prevention, detection, and response into a single, autonomous agent that can even run in isolated environments. It is designed for ease of use and for speed, and can help stop threats in early stages of an attack. Endpoint Security includes protection against ransomware, malware, phishing, exploits, fileless attacks, and more.other threats.
XDR. XDR extends detection and response across the entire attack surface. When deployed together, SIEM and Endpoint Security provide a strong security posture with broad visibility on potential threats.
Elastic Cloud XDR delivers a unified security stack, protecting across endpoints, cloud, and Elastic Cloud Enterprise
The Elastic Stackthe broader environment, letting customers minimize vendor sprawl, harness actionable data, and our solutions can be deployedprovide defense in public or private clouds, in hybrid environments, or in traditional on-premises environments. We divide our deployment models into two categories: self-managed, which refersdepth to users deploying the Elastic Stack and solutions on infrastructure they manage themselves (such as their own data center or private or public cloud environments), and Elastic Cloud, which refersminimize time to our SaaS products that we host and manage. To help self-managed users with more complex deployment scenarios, we offer Elastic Cloud Enterprise.
Elastic Cloud. Elastic Cloud is our growing family of SaaS products and technologies that make it easy to deploy, operate, and scale Elastic products and solutions in the cloud. Elastic Cloud products include Elasticsearch Service, Site Search Service, and App Search Service, and are offered by us on certain large cloud providers.resolution.
Elastic Cloud Enterprise.Security. As part of building our Elastic Cloud offering, we built a comprehensive orchestrationSecurity protects cloud deployments with rich visibility into cloud posture paired with runtime protection for cloud workloads with prevention, detection, and administration infrastructure tool to easily provision, monitor, manage, secure, upgrade and backup the thousands of clusters that comprise our Elastic Cloud products. We then packaged this infrastructure into a downloadable and easily installable proprietary product called Elastic Cloud Enterprise, which makes this tool available to customers to use with their own self-managed deployments. Elastic Cloud Enterprise enables our customers to provision, monitor, manage, secure, upgrade and backup any number of clusters. It also helps our customers improve their hardware utilization and operational efficiency by allowing them to leverage shared
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hardware resources to manage multiple clusters, while still maintaining a strong level of isolation between those clusters.
Our Source Code
We define our culture by our “source code,” which expresses our core corporate values.
Home, Dinner. There is no such thing as work-life balance. We are successful if we find balanceresponse capabilities, all in life. Elastic empowers its employees with the flexibility to do so. Be home for dinner, go for a run midday, care for a sick child, or visit a parent. Finding balance means being more innovative and efficient at work. Which makes for a better Elastic.
Space, Time. It’s easy to get stuck in a day-to-day work pattern. Allowing for the space and time to dream requires conscious effort. Embracing a high failure rate does, too. Fulfillment comes from doing the obvious and dreaming up the un-obvious. Both are foundations of Elastic.
IT, Depends. It’s pretty complicated to make some things simple, and even more complicated to make other things possible. We embrace and value the knowledge required to do both. When a question is asked, buckle up. Sh*t is about to get real. Your journey will likely start with “it depends.”
Progress, SIMPLE Perfection. Perfection is not a destination. Color inside the lines or color outside the lines. Just pick a color. It’s as simple as 2048. An Elastic that moves is an Elastic that survives, thrives, and stands the test of time.
01.02, /FORMAT. Our products are distributed by design, our company is distributed by intention. With many languages, perspectives, and cultures, it’s easy to lose something in translation. Over email and chat, doubly so. Until we get a perpetual empathy machine, don’t assume malice. A distributed Elastic makes for a diverse Elastic, which makes for a better Elastic.
As YOU, Are. We all come in different shapes with different interests and skills. We all have an accent. Celebrate it. Just come as you are. No need to invest neurons trying to fit an arbitrary mold. We’d rather you put them to work shaping Elastic.
HUMBLE, Ambitious. Ambition drives us to challenge ourselves and the people around us to do better. It is not an excuse to be an *sshole. Be humble. Be ambitious. At Elastic, we are both.
Speed, SCALE, Relevance. Elastic is a search company. We focus on value to users by producing fast results that operate at scale and are relevant. This is our DNA. We believe search is an experience. It is what defines us, binds us, and makes us unique.
Our Distributed Culture
The Elastic Stack is powerful because it is distributed, gaining speed and stability from each additional node. Our company emulates the strengths of the distributed systems we build.
Distributed systems, distributed teams.Elastic was born a distributed company, with founders in Israel, Germany, and the Netherlands, and early employees from the United Kingdom, France, Spain, the Czech Republic, and the United States. From our experience in open source projects, we know that great code and amazing ideas can come from anyone, anywhere.
Strength in diversity. Being a distributed company is about harnessing the inherent strengths of diversity. Different people approach problems differently. We need that. When a consensus is reached between a wide variety of minds, the result is a solution that should stand the test of time.
Supporting resiliency. Distributed systems are only powerful if they’re resilient. The same is true for our company. We are constantly improving the Elastic Stack to handle the challenges of distribution just as we are constantly improving how we support our employees no matter where they are. Organizational resiliency also requires recognizing that it’s not tools that make distribution work, it’s the people. Successful collaboration takes more than video calls and shared calendars. It takes a warm welcoming to let new hires know all cultures are accepted. It means always assuming the best intention of our peers.
Building camaraderie. We hire intentionally. We hire thoughtfully. Smart. Curious. Nice. Respectful. These are qualities we look for in every Elastician. Our goal isn’t to build a company of people that simply work well together; our goal is to build a company that creates well together, imagines well together, laughs well together,
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dances well together. We want to build a culture of camaraderie so that no matter where someone’s located, they always feel connected.
Distributed us? Distributed you? Distributed we! Elastic the company is just one piece of the Elastic community. Direct contact between our internal team and Elastic users is fundamental to our success. It’s this culture of communication that enables us to maintain our commitment to open source. Distributed isn’t always easy, and it isn’t for everyone, but we believe it’s the foundation of our success.integrated solution.
Community
Our team extends beyond our employee base. It includes all the users who download our software. Our users interact with us on our website forums and on Twitter, GitHub, Stack Overflow, Quora, Facebook, Weibo, WeChat, and more.other platforms.
In order to build products that best meet our users’ needs, we focus on, and invest in, building a strong community. Each download of the Elastic Stack is a new opportunity to educate our next contributor, hear about a new use case, explore the need for a new feature, or meet a future member of the team. Community is core to our identity, binding our products closely together with our users. Community gives us an ability to get their candid feedback, creating a direct line of communication between our users and the builders of our products across all of our features—open source,features — including both free proprietary, and paid proprietary—capabilities — and enabling us to make our products simpler and better.
The Elastic community has a Codecode of Conduct. Itconduct that covers the behaviors of the Elastic community in any forum, mailing list, wiki, website, code repository, IRCSlack channel, private correspondence, or public meeting. It is designed to ensure that the Elastic community is a space where members and users can freely and openly communicate, collaborate, and contribute both ideas and code. ItThis Elastic Community code of conduct also covers our community ground rules: be considerate, be patient, be respectful, be nice, communicate effectively, and ask for help when unsure.
Competition
Our market is highly competitive, rapidlyquickly evolving, fragmented, and subject to changingrapid changes in technology, shifting customer needs, and frequent introductions of new offerings. Our principal competitors include:
For Enterprise Search (app search, site search, and workplace search): incumbentother platform use cases: offerings such as Solr (open source offering), and Lucidworks Fusion, search tools including Google, Custom Search Engine (an advertisement-based site search tool with limited user controls),Coveo, and workplace search tools including Coveo, Endeca (acquired by Oracle) and Autonomy (acquired by HP and now offered by Micro Focus).Algolia.
For Observability (logging, metrics, APM, and uptime monitoring):Observability: software vendors with specific observability solutions to analyze logging data, metrics, APM data, or infrastructure uptime, such as Splunk, New Relic, Dynatrace, AppDynamics (owned by Cisco Systems), and Datadog.
For Security (SIEM and endpoint security):Security: security analytics solutions vendors such as Splunk, and ArcSight SIEM (offered by Micro Focus) and endpoint security vendors such asAzure Sentinel (by Microsoft), CrowdStrike, Carbon Black (acquired(owned by VMware), McAfee, and Symantec (acquired(owned by Broadcom).
Certain cloud hosting providers and managed service providers, including Amazon Web Services,AWS, that offer SaaS products or services based on Elastic’s open source components.a forked version of the Elastic Stack. These offerings are not supported by Elastic and come without any of Elastic’s proprietary features, whether free or paid.
The principal competitive factors for companies in our industry are:
product capabilities, including speed, scale, and relevance, with which to power search experiences;
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an extensible product “stack” that enables developers to build a wide variety of solutions;
powerful and flexible technology that can manage a broad variety and large volume of data;
ease of deployment and ease of use;
ability to address a variety of evolving customer needs and use cases;
strength and execution of sales and marketing efforts;strategies;
flexible deployment model across public or private clouds, hybrid environments, or traditional on-premisesmulti-cloud environments;
productized solutions engineered to be rapidly adopted to address specific applications;
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mindshare with developers and IT and security executives;
adoption of products by many types of users and decision makers (developers, architects, DevOps personnel, IT professionals, security analysts, and departmental and organizational leaders);
enterprise-grade technology that is secure and reliable;
size of customer base and level of user adoption;
quality of training, consulting, and customer support;
brand awareness and reputation; and
low total cost of ownership.
We believe that we compare favorably on the basis of the factors listed above. However, many of our competitors have substantially greater financial, technical and other resources, greater brand recognition, larger sales forces and marketing budgets, broader distribution networks and presence, more established relationships with current or potential customers and partners, more diverse product and services offerings, and larger and more mature intellectual property portfolios. They may be able to leverage these resources to gain business in a manner that discourages customers from purchasing our offerings. Furthermore, we
We expect that our industry will continue to attract new companies, including smaller emerging companies, which could introduce new offerings. We may also expand into new markets and encounter additional competitors in such markets.
While our products and solutions have various competitors across different use cases, such as app search site search,applications and workplace search, logging, metrics, APM, business analytics and security analytics, we believe that few competitors currently have the capabilities to address our entire range of use cases. We believe our industry requires constant change and innovation, and we plan to continue to evolve search as a foundational technology to solve the problems of today and new emerging problems in the future.
Intellectual Property
We rely on a combination of patents, patent applications, registered and unregistered trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements with third parties, and other contractual measures to safeguard our core technology and other intellectual property assets. In addition, we maintain a policy requiring our employees, contractors, and consultants to enter into disclosureconfidentiality and invention assignment agreements. As of April 30, 2020,2023, we had 15a number of active patents, issued patents in both the United States and outside of the United States, with expirations ranging from 2031 to 2037, 48 pending U.S. patent applications, and 12 pending non-U.S. patent filings. The pending patent applications, if issued, would expire between 2032 and 2039.2041. In addition, as of April 30, 2020,2023, we had 33 registered trademarks in the United States, 8 pendingnumerous U.S. and international trademark applications in the United States, as well as 306 registered trademarks in various non-U.S. jurisdictions and 9 pending trademark applications in various non-U.S. jurisdictions.registrations.
The laws, procedures and restrictions on which we rely may provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. In addition, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States or other jurisdictions, and we therefore may be unable to protect our proprietary technology in certain jurisdictions. For additional information, see the section titled “Risk Factors—Risks Related to the Business.”
In addition, our technology incorporates software components licensed to the general public under open source software licenses such as the Apache Software License Version 2.0.2.0 (“Apache 2.0”). We obtain many components from software developed and released by contributors to independent open source components of our technology. Open source licenses grant licensees broad permissions to use, copy, modify and redistribute our platform. As a result, open source development and licensing practices can limit the value of our software copyright assets.
EmployeesFor additional information about risks relating to our intellectual property, see the section titled “Risk Factors—Risks Related to our Business and Industry.”
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Human Capital Management
Our employees (whom we call “Elasticians”) and our culture are vital to Elastic’s long-term success. Our human capital management efforts are focused on:
Attracting, engaging and retaining talent
Maintaining our strong company culture
Enhancing our diversity, equity and inclusion (“DEI”)
Continuing strong employee engagement
Facilitating continuous employee learning and development
Offering effective total rewards, including employee well-being
Our management regularly updates our board of directors and its committees on human capital trends and employee-focused activities and initiatives.
As of April 30, 2020,2023, we had 1,936a total of 2,886 employees in over 35 countries.40 countries globally. Over 30% of our workforce consists of women and employees who self-identify as non-binary. None of our employees isare represented by a labor union. In certain countries in which we operate, such as France and Spain, we are subject to and comply with, local labor law requirements whichthat may automatically make our employees subject to industry-wide collective bargaining agreements. We have not experienced any work stoppages.
Distributed Workforce
Elastic originated as a distributed company and continues to be distributed by design. We have designed our processes, systems, and teams so that employees can generally perform their jobs without needing to be physically present in the same room or even in the same time zone. Just as distributed systems are more resilient, we believe that being distributed helps build a strong company that can scale and adapt as new challenges arise. Having a distributed workforce gives us a global candidate pool, which provides us the opportunity to cast a wider recruiting net, a critical aspect of helping open our pipelines to a broader set of diverse talent.
Diversity, Equity and Inclusion
Our focus on DEI is critical to how we develop, strengthen and sustain a sense of belonging and inclusion among all Elasticians.
Balanced Teams. We strive to be an employer of choice for a diverse and inclusive workforce through our talent brand, talent attraction, development, and retention efforts. Our recruiting approach is underpinned by the desire to create balanced teams at Elastic, which includes considering broad aspects of diversity from race and gender mix as well as diversity of thought, experience and tenure when recruiting new team members. The created-by-women-for-women workplace review site, Fairygodboss, recognized Elastic as one of the best workplaces for women in three categories: Best Technology Company for Women, Best Company for Women, and Best Company Where CEOs Support Gender Diversity.
Elastician Resource Groups. We strive to embed DEI deep within our culture through various initiatives, projects and programs, the centerpiece of which is the Elastician Resource Groups (“ERG”), which are organizationally sponsored, self-organized, Elastician-run groups. Aligned to specific shared identities, interests, affinity or allyship, such as Latinx, parent(s), disability or accessibility, Black, LGBTQ+ and others; each group identifies goals and objectives with executive sponsorship to ensure that they provide tangible benefits and result in all Elasticians feeling a sense of belonging.
Fair Pay. We pursue fair and consistent compensation practices through our use of local third-party market data specific to each country, where available, so that we understand local compensation and cost of labor levels. We retain external experts to review our compensation outcomes on an ongoing basis in seeking to ensure they are bias-free and fairly reward employee performance and contributions. We take great pride in our focus on fair pay and the positive results we’ve established.
Code of Conduct. All of our employees must adhere to a Code of Business Conduct and Ethics (the “Code of Conduct”) that sets standards for appropriate behavior and are required to complete annual training on the Code of Conduct and training to help prevent, identify and report any type of discrimination and harassment.
Employee Engagement
We are committed to ensuring that Elasticians have a voice in how we can collectively make Elastic a better place to work.
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New Employee Onboarding. Our new employee onboarding experience is centered around attending “X-School”, our extensive new-hire orientation program, which enables new Elasticians to meet and collaborate with other new Elasticians from around the globe and to learn about our products and solutions.
Engagement Surveys. We monitor employee morale and attitudes through two primary feedback mechanisms – an annual employee engagement survey and a mid-year pulse survey check-in. The results of these surveys are reviewed at the company, functional, team and manager level, and are used to develop action plans put in place annually. Elasticians were highly engaged in providing feedback in fiscal years 2023, 2022 and 2021, with high participation rates for the mid-year and annual surveys as well as high engagement scores across a spectrum of questions.
Learning and Development
Our Learning & Organizational Development team’s mission is to enable Elasticians to pursue their purpose, in work and life. To that end, we have a variety of ways in which we support the continuous learning and development of all Elasticians, including access to on-demand video based learning.
We also conduct specific programs to develop managers and leaders at Elastic, including our flagship leadership development program - Leading Strategically, an externally-led program focused on high-performing leaders who possess the potential to have a significant strategic impact on the achievement of our long-term objectives.
Total Rewards
Compensation, Benefits and Well-being. We provide market competitive compensation which typically includes cash compensation as well as equity awards. Reflecting our interest in the whole person, we provide programs designed to enable Elasticians to meet their well-being goals, from starting a family to being at their physical and emotional best. These programs include market competitive medical and dental programs, in addition to a focus on mental health and holistic well-being. We provide market competitive paid time off programs, which feature 16 weeks of paid leave to all new parents, life-planning benefits and other travel reimbursements for certain healthcare services. In addition, we also provide retirement and income protection plans, which include a 401k plan with a dollar-for-dollar match by Elastic up to 6% of eligible earnings up to a plan-limit maximum for U.S.-based Elasticians as well as similar competitive plans outside of the United States.
Flexible Work Environment. Since inception, we have provided most Elasticians with the ability to work from anywhere, as often as they would like. We also know that being face-to-face is important too, and we have physical offices around the world to provide a space for employees to work from if they wish to do so.
Community Involvement. Through our Elastic Cares program, employees can support the charitable organizations that matter the most to them on a local and global level. This program encompasses donation matching, our nonprofit organization program which provides our technology for free to certain nonprofit organizations, and our volunteer time off initiative. Employees are encouraged to volunteer for these organizations throughout the year using our volunteer time off program which provides our employees with 40 hours of volunteer time each year.
Government Regulations
Our worldwide business activities are subject to various laws, rules, and regulations of the United States as well as of foreign governments. Our compliance with existing or future governmental regulations, including, but not limited to, those pertaining to global trade, business acquisitions, consumer and data protection, and taxes, could have material impacts on our business. See Item 1A, “Risk Factors” of this Annual Report on Form 10-K for a discussion of these potential impacts.
Corporate Information
We were incorporated in the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) on February 9, 2012 as SearchworkingsSearchWorkings Global B.V. On June 19, 2012, we changed our name to
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Elasticsearch elasticsearch global B.V., on December 11, 2013, we changed our name to Elasticsearch Global B.V., and on May 29, 2018, we changed our name to Elastic B.V. Immediately prior to the completion of our initial public offering (“IPO”) on October 10, 2018, we converted into a public company with limited liability (naamloze vennootschap) under Dutch law and changed our name to Elastic N.V. Our
We are a distributed company, which means our workforce is distributed globally. Accordingly, we do not have a principal executive offices are located at 800 West El Camino Real, Suite 350, Mountain View, California 94040, and our telephone number is (650) 458-2620.office. We are registered with the trade register of the Dutch Chamber of Commerce under number 54655870. Our registered office is at Keizersgracht 281, 1016 ED Amsterdam, the Netherlands.
Our ordinary shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “ESTC”.
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Our website address is www.elastic.co. Information contained on, or that can be accessed through, our website does not constitute part of this Annual Report on Form 10-K and inclusions ofreferences to our website address in this Annual Report on Form 10-K are inactive textual references only.
We announce material information to the public about us, our products and services and other matters through a variety of means, including filings with the U.S. Securities and Exchange Commission (“SEC”), press releases, public conference calls, our website (www.elastic.co), the investor relations section of our website (https://ir.elastic.co), our blog (www.elastic.co/blog), and/or social media, including our Twitter account (https://twitter.com/elastic), Facebook page (www.facebook.com/elastic.co), and/or LinkedIn account (www.linkedin.com/company/elastic-co), in order to achieve broad, non-exclusionary distribution of information to the public. We encourage investors and others to review the information it makes public in these locations, as such information could be deemed to be material information. Please note that this list may be updated from time to time.

Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are filed with the SEC. We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at www.elastic.co/ir when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
Item 1A. Risk Factors.
Risk Factors
A description of the risks and uncertainties associated with our business, industry and ownership of our ordinary shares is set forth below. You should carefully consider the following risks, together with all of the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes thereto, before making a decisiondeciding whether to invest in our ordinary shares. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that could affect us. If any of the following risks occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our ordinary shares could decline, and you could lose part or all of your investment. In addition, the impact of COVID-19 andmajor geopolitical events, including any worsening of the economicmacroeconomic environment, may exacerbate the risks described below, any of which could have a material impact on us. This situation is changing rapidlyus and additional impacts that are currently not known to us may arisearise.
The following is a summary of the key risks and uncertainties associated with our business, industry, and ownership of our ordinary shares. The summary below does not contain all of the information that may be important to you, and you should read this summary together with the more detailed description of each risk factor in the following discussion.
If we do not appropriately manage our future growth or are unable to improve our systems and processes, our business and results of operations will be adversely affected.
We have a history of losses and may not be able to achieve profitability on a consistent basis or at all or positive operating cash flow on a consistent basis.
Our ability to grow our business will suffer if we do not expand and increase adoption of our Elastic Cloud offerings.
Information technology spending, sales cycles, and other factors affecting the demand for our offerings and our results of operations have been, and may continue to be, negatively impacted by current macroeconomic conditions, including declining rates of economic growth, supply chain disruptions, inflationary pressures, increased interest rates, and other conditions discussed in this report, and by Russia’s invasion of Ukraine and the resulting international political crisis and associated impacts.
Our future growth, business and results of operations will be harmed if we are not able to keep pace with technological and competitive developments, increase sales of our subscriptions to new and existing customers, renew existing customers’ subscriptions, increase adoption of our cloud-based offerings, respond effectively to evolving markets or offer high quality support services.
Any actual or perceived failure by us to comply with regulations or any other obligations relating to privacy, data protection or information security could adversely affect our business.
We and our third-party vendors and service providers are vulnerable to a risk of cybersecurity attacks, phishing attacks, viruses, malware, ransomware, hacking or similar breaches from nation-state and affiliated actors.
Our operating results may fluctuate from quarter to quarter.
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Actions that we are taking to reduce costs and rebalance investments under a plan we announced in November 2022 may not awareresult in anticipated savings or operational efficiencies, could result in total costs and expenses that are greater than expected and could disrupt our business.
Our decision to no longer offer Elasticsearch and Kibana under an open source license may harm the adoption of currently.those products.
Risks RelatedWe could be negatively impacted if the Elastic License or the Server Side Public License under which some of our software is licensed is not enforceable.
Limited technological barriers to entry into the Businessmarkets in which we compete may facilitate entry by other enterprises into our markets to compete with us.
The ongoing COVID-19 pandemicWe may not be able to effectively develop and expand our sales, marketing and customer support capabilities.
Because we recognize the vast majority of our revenue from subscriptions, either based on actual consumption, monthly, or ratably, over the term of the relevant subscription period, downturns or upturns in sales are not immediately reflected in full in our results of operations.
Our limited history with consumption-based arrangements for our Elastic Cloud offerings is not adequate to enable us to predict accurately the long-term rate of customer adoption or renewal, or the impact those arrangements will have on our near-term or long-term revenue or operating results.
A real or perceived defect, security vulnerability, error, or performance failure in our software could cause us to lose revenue, damage our reputation, and expose us to liability.
Incorrect implementation or use of our software could negatively affect our business, operations, financial results, and growth prospects.
Our reputation could be harmed if third parties offer inadequate or defective implementations of software that we have previously made available under an open source license.
Interruptions or performance problems, and our reliance on technologies from third parties, may adversely affect our business operations and financial results.
If our partners, including cloud providers, systems integrators, channel partners, referral partners, OEM and MSP partners, and technology partners, fail to perform or we are unable to maintain successful relationships with them, our ability to market, sell and distribute our solution will be more limited.
Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and results of operations.
The ongoing COVID-19 pandemic and efforts to control its spread have significantly curtailed the movementWe could incur substantial costs as a result of people, goods and services worldwide, including in mostany claim of infringement, misappropriation or allviolation of the regions in which we sell our products and services and conduct our business operations. We have taken precautionary measures intended to help minimize the risk of the virus to our employees, our customers, and the communities in which we operate. The spread of the COVID-19 pandemic has caused us to modify our business practices (including suspending employee travel, adapting employee work locations, and holding events and trainings virtually), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. The full extent to which COVID-19 and our precautionary measures may impact our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including but not limited to, the duration and geographic spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic
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and operating conditions can resume. It has been and, until the COVID-19 pandemic is contained and global economic activity stabilizes, will continue to be more difficult for us to forecast our operating results. The magnitude and duration of the disruption and resulting decline in business activity is uncertain and could negatively impact our sales and marketing efforts, our ability to enter into customer contracts in a timely manner, our international expansion efforts, our ability to deliver professional services, our ability to recruit employees across the organization which, in turn, could have longer term effects on our sales pipeline, or create operational or other challenges as we adjust to a fully-remote workforce, any of which could harm our business. In addition, the COVID-19 pandemic has disrupted, and may continue to disrupt, the operations of our customers, channel partners and government entities for an indefinite period of time,another party’s intellectual property rights, including as a result of travel restrictions and/or business shutdowns, allthe indemnity provisions in various agreements.
Our use of whichthird-party open source software within our products could negatively impactaffect our ability to sell our products and subject us to possible litigation.
We may not be able to realize the benefits of our marketing strategies to offer some of our product features for free and to provide free trials to some of our paid features.
Our international business exposes us to a variety of risks, and results of operations, including cash flows. Even after the COVID-19 pandemic has subsided,if we are not successful in sustaining and expanding our international business, we may continueincur additional losses and our revenue growth could be harmed.
We are subject to experience materially adverse impactsrisks associated with our receipt of revenue from sales to ourgovernment entities.
Our business asis subject to a resultvariety of its global economic impact, including any recession, economic downturn, or increased unemployment that has occurred or may occur in the future. There may be increased scrutiny of business (including technology) spending by our customersgovernment and prospective customers, particularly in industries most impacted by the COVID-19 pandemic, longer sales cycles,industry regulations, as well as reduced demandother obligations, including compliance with export control, trade sanctions, anti-bribery, anti-corruption, and anti-money laundering laws.
An investment in our company is subject to tax risks based on our status as a non-U.S. corporation.
The market price for our solutions, customers failingordinary shares has been and is likely to pay us under the termscontinue to be volatile.
The concentration of our agreements, increased cyber threats, lower renewal rates byshare ownership with insiders will likely limit your ability to influence corporate matters.
Dutch law and our customers and increased competition, allarticles of association include anti-takeover provisions, which could result in a material adversemay impact onthe value of our business operations and financial condition.ordinary shares.
While we have developed and continue to develop plans intended to help mitigate the negative impactClaims of the pandemic on our business, these effortsU.S. civil liabilities may not be effectiveenforceable against us.
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We have a substantial amount of indebtedness and a protracted economic downturn may limit the effectivenessnot be able to generate sufficient cash to service all of our mitigation efforts.indebtedness.

If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our ordinary shares, our share price and trading volume could decline.
We may fail to maintain an effective system of disclosure controls and internal control over financial reporting.
Risks Related to our Business and Industry
Our business and operations have experienced rapid growth, and if we do not appropriately manage future growth, if any, or are unable to improve our systems and processes, our business, financial condition, results of operations, and prospects will be adversely affected.
We have experienced rapid growth and increased demand for our offerings. Our employee headcount and number of customers have increased significantly. For example, our total number of customers has grown from over 2,800 as of April 30, 2017 to over 11,300approximately 20,200 as of April 30, 2020. As2023. Further, although we implemented a result of the COVID-19 pandemic, the number of customersworkforce reduction in November 2022 and may fluctuate. Further, in light of the ongoing uncertainty relatedmodify our hiring to the COVID-19 pandemic,align with our evolving growth plans, our employee headcount generally has increased as we have taken steps to moderate the pace of hiring.expanded our business. The growth and expansion of our business and offerings placesplace a continuous and significant strain on our management, operational, and financial resources. In addition, as customers adopt our technology for an increasing number of use cases, we have had to support more complex commercial relationships. We may not be able to leverage, develop and retain qualified employees effectively enough to maintain our growth plans. We must continue to improve and expand our information technology and financial infrastructure, our operating and administrative systems, our relationships with various partners and other third parties, and our ability to manage headcount and processes in an efficient manner to manage our growth effectively. Our failure to datedo so could result in increased costs, negatively affect our customers’ satisfaction with our offerings, and any future growth effectively.harm our results of operations.
We may not be able to sustain the diversity and pace of improvements to our offerings successfully, or implement systems, processes, and controls in an efficient or timely manner or in a manner that does not negatively affect our results of operations. Our failure to improve our systems, processes, and controls, or their failure to operate in the intended manner, may result in our inability to manage the growth of our business and to forecast our revenue, expenses, and earnings accurately, or to prevent losses.
As we expand our business and operate as a public company, weWe may find it difficult to maintain our corporate culture while managing our employee growth.headcount. Any failure to manage our anticipated growth and related organizational changes in a manner that preserves our culture could negatively impact our future growth and achievement of our business objectives. Additionally, our productivity and the quality of our offerings may be adversely affected if we do not integrate and traindevelop our new employees quickly andemployee talent effectively. Failure to manage any future growth effectively could result in increased costs, negatively affect our customers’ satisfaction with our offerings, and harm our results of operations.
We have a history of losses and may not be able to achieve profitability or positive cash flows on a consistent basis or at all. If we cannotall, and may not be able to achieve profitability or positive operating cash flows,flow on a consistent basis. As a result, our business, financial condition, and results of operations may suffer.
We have incurred losses in all years since our incorporation.inception. We incurred a net loss of $167.2$236.2 million, $102.3$203.8 million, and $52.7$129.4 million infor the years ended April 30, 2020, 20192023, 2022 and 2018,2021, respectively. As a result, we had an accumulated deficit of $484.3 million$1.1 billion as of April 30, 2020.2023. We anticipate that our operating expenses will continue to increase substantially in the foreseeable future as we continue to enhance our offerings, broaden our customer base and pursue larger transactions, expand our sales and marketing activities, expand our operations, hire additional employees, and continue to develop our technology. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. We have, however, experienced in the quarter ended April 30, 2020 and may continue to experience net decreases in certain operating expenses as a result of the COVID-19 pandemic due to a decrease in travel and
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related expenses. Revenue growth may slow or revenue may decline for a number of possible reasons, including slowing demand for our offerings, increasing competition, or economic downturns, including as a result of the COVID-19 pandemic.rising rates of inflation and other macroeconomic events. You should not consider our revenue growth in recentprior periods as indicative of our future performance. Any failure to increase our revenue as weor grow our business could prevent us from achieving profitability or positive cash flow at all or on a consistent basis, which would cause our business, financial condition, and results of operations to suffer. Additionally, although we generated positive operating cash flow in fiscal 2023, any failure to grow our business could prevent us from achieving positive operating cash flow on a consistent basis, which would cause our business, financial condition, and results of operations to suffer.
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Our ability to grow our business will depend significantly on the expansion and adoption of our Elastic Cloud offerings.
We believe our future success will depend significantly on the growth in the adoption of Elastic Cloud, our family of cloud-based offerings. We have incurred and will continue to incur substantial costs to develop, sell and support our Elastic Cloud offerings. We have also entered into non-cancelable multi-year cloud hosting capacity commitments with certain third-party cloud providers, which require us to pay for such capacity irrespective of actual usage. We believe that we must offer a family of cloud-based products to address the market segment that prefers a cloud-based solution to a self-managed solution and that there will be increasing demand for cloud-based offerings of our products. For the years ended April 30, 2023, 2022, and 2021, Elastic Cloud contributed 40%, 35%, and 27% of our total revenue, respectively. However, as the use of cloud-based computing solutions is rapidly evolving, it is difficult to predict the potential growth, if any, of general market adoption, customer adoption, and retention rates of our cloud-based offerings. There could be decreased demand for our cloud-based offerings due to reasons within or outside of our control, including, among other things, lack of customer acceptance, technological challenges with bringing cloud offerings to market and maintaining those offerings, information security, data protection, or privacy concerns, our inability to properly manage and support our cloud-based offerings, competing technologies and products, weakening economic conditions, and decreases in corporate spending. If we are not able to develop, market, or deliver cloud-based offerings that satisfy customer requirements technically or commercially, if our investments in cloud-based offerings do not yield the expected return, or if we are unable to decrease the cost of providing our cloud-based offerings, our business, competitive position, financial condition and results of operations may be harmed.
Unfavorable or uncertain conditions in our industry or the global economy or reductions in information technology spending, including as a result of adverse macroeconomic conditions, or Russia’s invasion of Ukraine, could limit our ability to grow our business and negatively affect our results of operations.
Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers. Current, future, or sustained economic uncertainties or downturns, whether actual or perceived, could adversely affect our business and results of operations. Negative conditions in the general economy both in the United States and in international markets, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, international trade relations, changes in inflation, foreign exchange and interest rate environments, recessionary fears, supply chain constraints, energy costs, political instability, natural catastrophes, warfare, infectious diseases and terrorist attacks, could cause a decrease in business investments by our customers and potential customers, including spending on information technology, and negatively affect the growth of our business. For example, inflation rates have recently reached levels not seen in decades and may continue to create economic volatility as governments adjust interest rates in an attempt to manage the inflationary environment, which may further lead to our customers tightening their technology spend and investment. Further, the ongoing international political crisis resulting from Russia’s invasion of Ukraine could continue to have significant negative macroeconomic consequences, including on the businesses of our customers, which could negatively impact their spending on our offerings. Moreover, instability in the global banking system recently has resulted in failures of major banks. Any further disruptions or other adverse developments, or concerns or rumors about any such events or similar risks, in the financial services industry, both in the U.S. and in international markets, may lead to market-wide liquidity problems and may impact our or our customers’ liquidity and, as a result, negatively affect the level of customer spending on our offerings.
As a result of the foregoing conditions, our revenue may be disproportionately affected by longer and more unpredictable sales cycles, delays or reductions in customer consumption or in general information technology spending, and further impacts of changing foreign exchange rates. Further, current and prospective customers may choose to develop in-house software as an alternative to using our paid products. These factors could increase the amount of customer churn we have experienced recently and further slow consumption and overall customer expenditure. Moreover, competitors may respond to market conditions by lowering prices. Such impacts of the current macroeconomic environment have negatively affected our results of operations since the first quarter of fiscal 2023. We cannot predict the timing, strength or duration of the current economic slowdown and instability or any recovery, generally or within our industry. If the economic conditions of the general economy or markets in which we operate do not improve, or worsen from present levels, our business, results of operations and financial condition could be adversely affected.
We may not be able to compete successfully against current and future competitors.
The market for our products is highly competitive, quickly evolving, fragmented, and subject to rapid changes in technology.technology, shifting customer needs, and frequent introductions of new offerings. We believe that our ability to compete depends upon many factors both within and beyond our control, including the following:
our product capabilities, including speed, scale, and relevance, with which to power search experiences;
our offerings of an extensible product “stack” that enables developers to build a wide variety of solutions;
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powerful and flexible technology that can manage a broad variety and large volume of data;
ease of deployment and ease of use;
ability to address a variety of evolving customer needs and use cases;
strength and execution of our sales and marketing strategies;
flexible deployment model across public or private clouds, hybrid environments, or traditional on-premisesmulti-cloud environments;
productizeddevelopment of solutions engineered to be rapidly adopted to address specific applications;
mindshare for our products with developers and IT and security executives;
adoption of our products by many types of users (developers,and decision makers (including developers, architects, DevOps personnel, IT professionals, security analysts, and departmental and organizational leaders);
enterprise-grade technology that is secure and reliable;
size of our customer base and level of user adoption;
quality of our training, consulting, and customer support;
brand awareness and reputation; and
low total cost of ownership.
We face competition from both established and emerging competitors. Our current primary competitors generally fall into the following categories:
For Enterprise Search (app search, site search, and workplace search): incumbentother platform use cases: offerings such as Solr (open source offering), and Lucidworks Fusion, search tools including Google, Custom Search Engine (an advertisement-based site search tool with limited user controls),Coveo, and workplace search tools including Coveo, Endeca (acquired by Oracle) and Autonomy (acquired by HP and now offered by Micro Focus).Algolia.
For Observability (logging, metrics, APM, and uptime monitoring):Observability: software vendors with specific observability solutions to analyze logging data, metrics, APM data, or infrastructure uptime, such as Splunk, New Relic, Dynatrace, AppDynamics (owned by Cisco Systems), and Datadog.
For Security (SIEM and endpoint security):Security: security analytics solutions vendors such as Splunk, and ArcSight SIEM (offered by Micro Focus) and endpoint security vendors such asAzure Sentinel (by Microsoft), CrowdStrike, Carbon Black (acquired(owned by VMware), McAfee, and Symantec (acquired(owned by Broadcom).
Certain cloud hosting providers and managed service providers, including Amazon Web Services,AWS, that offer SaaS products or services based on Elastic’s open source components.a forked version of the Elastic Stack. These offerings are not supported by Elastic and come without any of Elastic’s proprietary features, whether free or paid.
Some of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, stronger brand recognition, broader global distribution and presence, more established relationships with current or potential customers and partners, and larger customer bases than we do. These factors may allow our competitors to respond more quickly than we can to new or emerging technologies and changes in customer preferences. These competitors may engage in more extensive research and development efforts, undertake more far-reaching and successful sales and marketing campaigns, have more experienced sales professionals, execute more successfully on their go-to-market strategy and have greater access to more markets and decision makers, and adopt more aggressive pricing policies which may allow them to build larger customer bases than we have. New start-up companies that innovate and large competitors that
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are making significant investments in research and development may develop similar offerings that compete with our offerings or that achieve greater market acceptance than our offerings. This could attract customers away from our offerings and reduce our market share. If we are unable to anticipate or react effectively to these competitive challenges, our competitive position would weaken, which would adversely affect our business and results of operations.
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Table of Contents
Our limited operating history makes it difficult to evaluate our current business and prospects and may increase the risks associated with your investment.
We were founded in 2012. Our limited operating history makes it difficult to evaluate our current business and our future prospects, including our ability to plan for and model future growth. We have encountered and will continue to encounter risks and difficulties frequently experienced by rapidly growing companies in constantly evolving industries, including the risks described in this Annual Report on Form 10-K. If we do not address these risks successfully, our business and results of operations will be adversely affected, and the market price of our ordinary shares could decline.
Further, we have limited historical financial data and we operate in a rapidly evolving market. As such, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market.
If we are not able to keep pace with technological and competitive developments, our business will be harmed.
The market for search technologies, including enterprise search, observability and security, is subject to rapid technological change, innovation (such as the use of AI), evolving industry standards, and changing regulations, as well as changing customer needs, requirements and preferences. Our success depends upon our ability to continue to innovate, enhance existing products, expand the use cases of our products, anticipate and respond to changing customer needs, requirements, and preferences, and develop and introduce in a timely manner new offerings that keep pace with technological and competitive developments.
We have in the past experienced delays in releasing new products, deployment options, and product enhancements and may experience similar delays in the future. As a result, in the past, some of our customers deferred purchasing our products until the next upgrade was released. Future delays or problems in the installation or implementation of our new releases may cause customers to forgo purchases of our products and purchase those of our competitors instead.
Additionally, theThe success of new product introductions depends on a number of factors including, but not limited to, timely and successful product development, market acceptance, our ability to manage the risks associated with new product releases, the availability of software components for new products, the effective management of development and other spending in connection with anticipated demand for new products, the availability of newly developed products, and the risk that new products may have bugs, errors, or other defects or deficiencies in the early stages of introduction. We have in the past experienced bugs, errors, or other defects or deficiencies in new products and product updates and may have similar experiences in the future. Furthermore, our ability to increase the usage of our products depends, in part, on the development of new use cases for our products, which is typically driven by our developer community and may be outside of our control. We also have invested, and may continue to invest, in the acquisition of complementary businesses, technologies, services, products and other assets that expand the products that we can offer our customers, such as our acquisition of Endgame in 2019.customers. We may make these investments without being certain that they will result in products or enhancements that will be accepted by existing or prospective customers. Additionally, even if we are able to develop new products and product enhancements, we cannot ensure that they will achieve market acceptance. If we are unable to successfully enhance our existing products to meet evolving customer requirements, increase adoption and usage of our products, develop new products, or if our efforts to increase the usage of our products are more expensive than we expect, then our business, results of operations, and financial condition would be adversely affected.
The markets for some
Sales of our products are new, unproven and evolving, and our future success depends oncould suffer if the growth and expansion of these markets and our abilityfor those products do not grow or if we fail to adapt and respond effectively to evolving markets.
The markets for certain of our products, such as our Enterprise Search, Observability and Security solutions, are evolving and our products are relatively new rapidly evolving or unproven.in these markets. Accordingly, it is difficult to predict continued customer adoption and renewals for these products, customers’ demand for these products, the size, growth rate, expansion, and longevity of these markets, the entry of competitive products, or the success of existing competitive products. Our ability to penetrate these new and evolving markets depends on a number of factors, including the cost, performance, and perceived value associated with our products. If these markets do not continue to grow as expected or if we are unable to anticipate or react to changes in these markets, our competitive position would weaken, which would adversely affect our business and results of operations.
Any actual or perceived failure by us to comply with government or other obligations related to privacy, data protection and information security could adversely affect our business.
We are subject to compliance risks and uncertainties under a variety of federal, state, local and foreign laws and regulations governing privacy, data protection, information security, and the collection, storage, transfer, use, retention, sharing, disclosure, protection, and processing of personal data. Privacy, data protection, and information security laws may be interpreted and applied differently depending on the jurisdiction and continue to evolve, making it difficult to predict how they may develop and apply to us.
The regulatory frameworks for these issues worldwide are rapidly evolving and are likely to remain uncertain for the foreseeable future. Federal, state, or non-U.S. government bodies or agencies have in the past adopted, and may in the future adopt, new laws and regulations or may make amendments to existing laws and regulations affecting data protection, data privacy and/or information security and/or regulating the use of the Internet as a commercial medium.
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In the United States, the following states have enacted such legislation: California (California Consumer Privacy Act and the California Privacy Rights Act), Colorado (Colorado Privacy Act), Connecticut (An Act Concerning Personal Data Privacy and Online Monitoring), Utah (Utah Consumer Privacy Act) and Virginia (Virginia Consumer Data Protection Act). These laws and regulations may include a private right of action for certain data breaches or noncompliance with privacy obligations, may provide for penalties and other remedies, and may require us to incur substantial costs and expenses and liabilities in connection with our compliance. Other U.S. states and the U.S. federal government are considering or have enacted similar privacy legislation. Many obligations under these laws and legislative proposals remain uncertain, and we cannot fully predict their impact on our business. Failure to comply with these varying laws and standards may subject us to investigations, enforcement actions, civil litigation, fines and other penalties, all of which may generate negative publicity and have a negative impact on our business.
Internationally, most jurisdictions in which we operate have established their own privacy, data protection and information security legal frameworks with which we or our customers must comply. Within the European Union, the General Data Protection Regulation (“GDPR”) applies to the processing of personal data. The GDPR imposes significant obligations upon our business and compliance with these obligations can vary depending on how different regulators may interpret them. Failure to comply, or perceived failure to comply, can result in administrative fines of up to 20 million Euros or four percent of the group’s annual global turnover, whichever is higher. Similarly, the United Kingdom has implemented legislation that is substantially similar to the EU GDPR where penalties for violations, actual or perceived, can be up to 17.5 million British Pound Sterling or four percent of the group’s annual global turnover, whichever is higher, all of which may be subject to change with the introduction of the Data Protection and Digital Information (DPDI) Bill in 2022. The potential impact to our business remains unclear.
On June 4, 2021, the European Commission issued new Standard Contractual Clauses (“SCC”) applicable to cross-border data transfers of personal data for people located in the EEA. On February 2, 2022, the United Kingdom’s Information Commissioner’s Office issued new standard contractual clauses to support personal data transfers out of the United Kingdom (“UK SCC”), which went into effect on March 21, 2022. In light of these and other ongoing developments relating to cross-border data transfer, we may experience additional costs associated with increased compliance burdens, and this regulation may impact our ability to transfer personal data across our organization, to customers, or to third parties.
In addition to government regulation, industry groups have established or may establish new and different self-regulatory standards that may legally or contractually apply to us or our customers. One example of such a self-regulatory standard is the Payment Card Industry Data Security Standard (“PCI DSS”), which relates to the processing of payment card information. Further, our customers increasingly expect us to comply with more stringent privacy, data protection, and information security requirements than those imposed by laws, regulations, or self-regulatory requirements, and we may be obligated contractually to comply with additional or different standards relating to our handling or protection of data on or by our offerings. Any failure to meet our customers’ requirements may adversely affect our revenues and prospects for growth.
We also expect that there will continue to be changes in interpretations of existing or new laws and regulations, proposed laws, and other obligations, which could impair our or our customers’ ability to process personal data, decrease demand for our offerings, impact our marketing efforts, increase our costs, and impair our ability to maintain and grow our customer base and increase our revenue. It is possible that these laws and regulations or other actual or asserted obligations relating to privacy, data protection, or information security may be interpreted and applied in manners that are, or are alleged to be, inconsistent with our data management practices or the features of our products. In such an event, we could face fines, lawsuits, regulatory investigations, and other claims and penalties, and we could be required to fundamentally change our products or our business practices, any of which could have an adverse effect on our business.
Data protection authorities and other regulatory bodies are increasingly focused on the use of online tracking tools and have issued or plan to issue rulings which may impact our marketing practices. Any restrictions on using online analytics and tracking tools could lead to substantial costs, require significant changes to our policies and practices, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, and subject us to additional liabilities.
We publicly post privacy statements and other documentation regarding our practices concerning the processing, use and disclosure of personal data. Any failure, or perceived failure, by us to comply with such statements could result in potential actions by regulatory bodies or governmental entities if they are found to be unfair or misrepresentative of our actual practices resulting in increased costs, changes in our business practices, or reputational harm.
We are unable to predict how emerging standards may be applied to us given the lack of substantial enforcement history, and thus, a regulator may subject us to certain actions, fines or public censure. Any actual or perceived inability to adequately address, or failure to comply with, data protection requirements, even if unfounded, could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business.
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If our security measures are breached, we experience a security incident, or unauthorized access to or other processing of confidential information, including personal data, otherwise occurs, our software may be perceived as not being secure, customers may reduce the use of or stop using our products, and we may incur significant liabilities.
Any security breach or incident, including those resulting from a cybersecurity attack, phishing attack, unauthorized access, unauthorized usage, virus, malware, ransomware, denial of service, credential stuffing attack, supply chain attack, hacking, or similar breach involving our networks and systems, or those of third parties upon which we rely, could result in the loss of confidential information, including personal data, disruption to our operations, significant remediation costs, lost revenue, increased insurance premiums, damage to our reputation, litigation, regulatory investigations or other liabilities. These attacks may come from individual hackers, criminal groups, and state-sponsored organizations, and security breaches and incidents may arise from other sources, such as employee or contractor error or malfeasance.
Cyber threats are constantly evolving and becoming increasingly sophisticated and complex, increasing the difficulty of detecting and successfully defending against them. The use of AI by threat actors may increase the velocity of such threats, magnifying the risks associated with these types of attacks. As a provider of security solutions, we have been and may continue to be specifically targeted by threat actors for attacks intended to circumvent our security capabilities as an entry point into customers’ endpoints, networks, or systems. Our industry is experiencing an increase in phishing attacks and unauthorized scans of systems searching for vulnerabilities or misconfigurations to exploit. If our security measures are breached or otherwise compromised as a result of third-party action, employee or contractor error, defect, vulnerability, or bug in our products or products of third parties upon which we rely, malfeasance or otherwise, including any such breach or compromise resulting in someone obtaining unauthorized access to our confidential information, including personal data or the confidential information or personal data of our customers or others, or if any of these are perceived or reported to occur, we may suffer the loss, compromise, corruption, unavailability, or destruction of our or others’ confidential information and personal data, we may face a loss in intellectual property protection, our reputation may be damaged, our business may suffer and we could be subject to claims, demands, regulatory investigations and other proceedings, indemnity obligations, and otherwise incur significant liability. Even the perception of inadequate security or an inability to maintain security certifications or to comply with our customer or user agreements, contracts with third-party vendors or service providers or other contracts may damage our reputation, cause a loss of confidence in our security solutions and negatively impact our ability to win new customers and retain existing customers. Further, we could be required to expend significant capital and other resources to address any security breach or incident, and we may face difficulties or delays in identifying and responding to any security breach or incident.
In addition, many of our customers may use our software for processing their confidential information, including business strategies, financial and operational data, personal data and other related data. As a result, unauthorized access to or use of our software or such data could result in the loss, compromise, corruption, or destruction of our customers’ confidential information and lead to claims, demands, litigation, regulatory investigations, indemnity obligations, and other liabilities. Such access or use could also hinder our ability to obtain and maintain information security certifications that support customers’ adoption of our products and our retention of those customers. We expect to continue incurring significant costs in connection with our implementation of administrative, technical and physical measures designed to protect the integrity of our customers’ data and prevent data loss, misappropriation and other security breaches and incidents.
We engage third-party vendors and service providers to store and otherwise process some of our and our customers’ data, including sensitive and personal data. There have been and may continue to be significant supply chain attacks generally, and our third-party vendors and service providers may be targeted or impacted by such attacks, and face other risks of security breaches and incidents. Our third-party vendors and service providers have been subject to phishing attacks and other security incidents, and we cannot guarantee that our or our third-party vendors and service providers’ systems and networks have not been breached or otherwise compromised or that they do not contain exploitable vulnerabilities, defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of third parties that support us and our services. Our ability to monitor our third-party vendors and service providers’ data security is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, or misuse, disclosure, loss, destruction, or other unauthorized processing of our and our customers’ data, including sensitive and personal data. Additionally, some of our products leverage open source code libraries, and threat actors may attempt to deploy malicious code to users of these libraries, which could impact us and our users.
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Techniques used to sabotage or obtain unauthorized access to systems or networks are constantly evolving and, in some instances, are not identified until launched against a target. We and our third-party vendors and service providers may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative measures. Security risks have also heightened as a result of the COVID-19 pandemic as more individuals are working remotely and utilizing home networks for transmitting information, and reported ransomware incidents with significant operational impacts also appear to be escalating in frequency and degree. Also, due to political uncertainty and military actions associated with Russia’s invasion of Ukraine, we and our third-party vendors and service providers are vulnerable to a heightened risk of cybersecurity attacks, phishing attacks, viruses, malware, ransomware, hacking or similar breaches from nation-state and affiliated actors, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our products and services as well as retaliatory cybersecurity attacks from Russian and Russian-affiliated actors against companies with a U.S. presence. We may be at a heightened risk of such retaliatory attacks due to our decision to no longer sell our products to companies in Russia or Belarus until further notice, and to support Ukraine by, among other things, providing free access to Elastic Cloud solutions, including our platinum security capabilities, to organizations in Ukraine.
Laws, regulations, government guidance, and industry standards and practices in the United States and elsewhere are rapidly evolving to combat cyber threats. We may face increased compliance burdens regarding such requirements with regulators and customers regarding our products and services and also incur additional costs for oversight and monitoring of our own supply chain. We and our customers may also experience increased costs associated with security measures and increased risk of suffering cybersecurity attacks, including ransomware attacks. Should we or the third-party vendors and service providers upon which we rely experience such attacks, including from ransomware or other security breaches or incidents, our operations may also be hindered or interrupted due to system disruptions or otherwise, with foreseeable secondary contractual, regulatory, financial, and reputational harms that may arise from such an incident.
Limitations of liability provisions in our customer and user agreements, contracts with third-party vendors and service providers or other contracts may not be enforceable or adequate to protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security incident. 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 claims related to a security breach or incident, or that the insurer will not deny coverage as to any future claim. The successful assertion of 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 financial condition, operating results, and reputation.
Our operating results are likely to fluctuate from quarter to quarter, which could adversely affect the trading priceand our financial results in any one quarter should not be relied upon as indicative of our ordinary shares.future performance.
Our results of operations, including our revenue, cost of revenue, gross margin, operating expenses, cash flow and deferred revenue, have fluctuated from quarter-to-quarter in the past and may continue to vary significantly in the future so that period-to-period comparisons of our results of operations may not be meaningful. These variations may be further impacted as more of our Elastic Cloud customers adopt consumption-based arrangements or as Elastic Cloud customers already on consumption-based arrangements optimize their usage in response to the current macroeconomic environment. Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, may be difficult to predict, and may or may not fully reflect the underlying performance of our business. Factors that may cause fluctuations in our quarterly financial results include:
our ability to attract new customers and retain existing customers;
the loss of existing customers;
customer renewal rates;
our ability to successfully expand our business in the U.S. and internationally;
general political, geopolitical, economic, industry and market conditions (including recessionary pressures or uncertainties in the global economy);
our ability to foster an ecosystem of developers and users to expand the use cases of our products;
our ability to gain new partners and retain existing partners;
fluctuations in the growth rate of the overall market that our products address;
fluctuations in the mix of our revenue, which may impact our gross margins and operating income;
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the amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including investments in sales and marketing, research and development and general and administrative resources;
network outages or performance degradation of Elastic Cloud;
actual or perceived breaches of, or failures or incidents relating to, privacy, data protection or information security;
our recent plan to reduce costs and rebalance investments;
additions or departures of key personnel;
the impact of catastrophic events, man-made problems such as terrorism, natural disasters and public health epidemics and pandemics;
general economic, industryRussia’s invasion of Ukraine and marketthe related impact on macroeconomic conditions;
increases or decreases in the number of elements of our subscriptions or pricing changes upon any renewals of customer agreements;
changes in our pricing policies or those of our competitors;
the budgeting cycles and purchasing practices of customers;
decisions by potential customers to purchase alternative solutions;
decisions by potential customers to develop in-house solutions as alternatives to our products;
insolvency or credit difficulties confronting our customers, which could adversely affect their ability to purchase or pay for our offerings;
our ability to collect timely on invoices or receivables;receivables in a timely manner;
delays in our ability to fulfill our customers’ orders;
the cost and potential outcomes of future litigation or other disputes;
future accounting pronouncements or changes in our accounting policies;
our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation or regulatory developments;
fluctuations in stock-based compensation expense;
fluctuations in foreign currency exchange rates;
the impact of changing inflation and interest rate environments;
the timing and success of new offerings introduced by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers, or partners;
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the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and
other risk factors described in this Annual Report on Form 10-K.
The impact of one or more of the foregoing or other factors may cause our operating results to vary significantly. For example, the full impact of the COVID-19 pandemic is unknown and continues to evolve rapidly, and could result in material adverse changesSuch fluctuations in our results of operations for an unknown period of time as the virus and its related political, social and economic impacts spread. Such fluctuations could cause us to fail to meet the expectations of investors or securities analysts, which could cause the trading price of our ordinary shares to fall substantially, and we could face costly lawsuits, including securities class action suits.suits, which could have an adverse effect on our business.
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We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.
A portion of our subscription revenue is generated, and a portion of our operating expenses is incurred, outside the United States in foreign currencies. Fluctuations in the value of the U.S. dollar versus foreign currencies, particularly with respect to the Euro and the British Pound Sterling, may impact our operating results when translated into U.S. dollars. Exchange rates have been volatile as a result of the Russian invasion of Ukraine and related events and uncertain macroeconomic conditions, and this volatility may continue. A strengthening of the U.S. dollar could adversely affect year-over-year growth and increase the real cost of our offerings to our non-U.S. dollar customers, leading to delays in the purchase of our offerings and the lengthening of our sales cycle. If, as has occurred in prior periods, the strength of the U.S. dollar increases, our financial condition and results of operations could be negatively affected. In addition, increased international sales in the future, including through our channel partners, may result in greater foreign currency denominated sales, increasing our foreign currency risk. Moreover, operating expenses incurred outside the United States in foreign currencies are increasing and are subject to fluctuations due to changes in foreign currency exchange rates. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations could be adversely affected.
Actions that we have taken to reduce costs and rebalance investments may not result in anticipated savings or operational efficiencies, could result in total costs and expenses that are greater than expected, and could disrupt our business.
In November 2022, we announced and began implementing a plan to reduce our workforce by approximately 13% and optimize facilities-related costs. We adopted this plan to improve operational efficiencies and align our investments more closely with our strategic priorities. We may incur additional expenses associated with the reduction in our workforce not contemplated by our plan such as employment litigation costs, which may have an impact on other areas of our liabilities and obligations and contribute to losses in future periods. We may not realize, in full or in part, the anticipated benefits and savings from our plan due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected operational efficiencies and cost savings, our operating results and financial condition would be adversely affected.
Furthermore, ongoing implementation of our plan may be disruptive to our operations. For example, our workforce reduction could result in attrition beyond planned staff reductions, increased difficulties in our day-to-day operations, and reduced employee morale. If employees who were not affected by the reduction in force seek alternative employment, we could incur unplanned additional expense to ensure adequate resourcing and fail to attract and retain qualified management, sales and marketing personnel who are critical to our business. Our failure to do so could harm our business and our future performance.
If we are unable to increase sales of our subscriptions to new customers, sell additional subscriptions to our existing customers, or expand the value of our existing customers’ subscriptions, our future revenue and results of operations will be harmed.
We offer certain features of our products as open source software with no payment required, and also offer some of our proprietary features with no payment required. Customers purchase subscriptions in order to gain access to additional functionality and support. Our future success depends on our ability to sell our subscriptions to new customers, including to large enterprises, and to expand the deployment of our offerings with existing customers by selling paid subscriptions to our existing users and expanding the value and number of existing customers’ subscriptions. Our ability to sell new subscriptions depends on a number of factors, including the prices of our offerings, the prices of products offered by our competitors, and the budgets of our customers. We also face difficulty in displacing the products of incumbent competitors. In addition, a significant aspect of our sales and marketing focus is to expand deployments within existing customers. The rate at which our existing customers purchase additional subscriptions and expand the value of existing subscriptions depends on a number of factors, including customers’ level of satisfaction with our offerings, the nature and size of the deployments, the desire to address additional use cases, and the perceived need for additional features, as well asand general economic conditions. If our existing customers do not purchase additional subscriptions or expand the value of their subscriptions, our Net Expansion Rate may decline. We rely in large part on our customers to identify new use cases for our products in order to expand such deployments and grow our business. If our customers do not recognize the potential of our offerings, our business would be materially and adversely affected. If our efforts to sell subscriptions to new customers and to expand deployments at existing customers are not successful, our total revenue and revenue growth rate may decline, and our business will suffer.
If our existing customers do not renew their subscriptions, it could have an adverse effect on our business and results of operations.operations may be adversely affected.
We expect to derive a significant portion of our revenue from renewals of existing subscriptions. Our customers have no contractual obligation to renew their subscriptions after the completion of their subscription term. Our subscriptions for self-managed deployments typically range from one to three years, while many of our Elastic Cloud customers purchase subscriptions either on a month-to-month basis or on a committed contract of at least one year in duration.
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Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their satisfaction with our products and our customer support, our products’ ability to integrate with new and changing technologies, the frequency and severity of product outages, our product uptime or latency, and the pricing of our, or competing, products. If our customers renew their subscriptions, they may renew for shorter subscription terms or on other terms that are less economically beneficial to us. We may not accurately predict future renewal trends. If our existing customers do not renew their subscriptions, or renew on less favorable terms, our revenue may grow more slowly than expected or declinedecline.
The length of our sales cycle can be unpredictable, particularly with respect to sales through our channel partners or sales to large customers, and our Net Expansion Ratesales efforts may decline.require considerable time and expense.
BecauseOur results of operations may fluctuate, in part, because of the rights accordedlength and variability of the sales cycle of our subscriptions and the difficulty in making short-term adjustments to third partiesour operating expenses. Our results of operations depend in part on sales to new customers, including large customers, and increasing sales to existing customers. The length of our sales cycle, from initial contact with our sales team to contractually committing to our subscriptions, can vary substantially from customer to customer based on deal complexity as well as whether a sale is made directly by us or through a channel partner. Our sales cycle can extend to more than a year for some customers, and the length of sales cycles may be further impacted due to worsening economic conditions. In addition, some customers have been scrutinizing their spending more carefully and reducing their consumption spending given the current uncertain economic environment, and we generally expect this to continue. We have also experienced and, if adverse economic conditions persist, may continue to experience longer and more unpredictable sales cycles. As we target more of our sales efforts at larger enterprise customers, we may face greater costs, longer sales cycles, greater competition and less predictability in completing some of our sales. A customer’s decision to use our solutions may be an enterprise-wide decision, which may require greater levels of education regarding the use cases of our products or protracted negotiations. In addition, larger customers may demand more configuration, integration services and features. It is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. As a result, large individual sales, in some cases, have occurred in quarters subsequent to those we expected, or have not occurred at all. Lengthened or unpredictable sales cycles that cause a loss or delay of one or more large transactions in a quarter could affect our cash flows and results of operations for that quarter and for future quarters. These impacts are amplified in the short term when customers slow their consumption in response to the uncertain macroeconomic environment. Because a substantial proportion of our expenses are relatively fixed in the short term, our cash flows and results of operations will suffer if revenue falls below our expectations in a particular quarter.
Our decision to no longer offer Elasticsearch and Kibana under an open source license may harm the adoption of Elasticsearch and Kibana.
In February 2021, with the release of version 7.11 of the Elastic Stack, we changed the source code of Elasticsearch and Kibana which had historically been licensed under Apache 2.0, to be dual licensed under Elastic License 2.0 and the Server Side Public License Version 1.0 (“SSPL”), at the user’s election. Neither the Elastic License nor the SSPL has been approved by the Open Source Initiative or is included in the Free Software Foundation’s list of free software licenses. Further, neither has been interpreted by any court. While the vast majority of downloads of Elasticsearch and Kibana from mid-2018 through early 2021 were licensed under the Elastic License, the removal of the Apache 2.0 alternative could negatively impact certain developers for whom the availability of an open source license was important. In addition, some developers and the companies for whom they work may be hesitant to download or upgrade to new versions of Elasticsearch or Kibana under the Elastic License or SSPL because of uncertainty regarding how these licenses theremay be interpreted and enforced. Other developers, including competitors of Elastic such as Amazon, have announced that they have “forked” Elasticsearch and Kibana, which means they have developed their own product or service that is based on features of Elasticsearch and Kibana that we had previously made available under an open source license. For example, Amazon has launched an open source project called OpenSearch based on a forked version of the Elastic Stack, which is licensed under Apache 2.0, and rebranded their existing Elasticsearch Service as OpenSearch Service. The combination of uncertainty around our dual license model and the potential competition from the forked versions of our software may negatively impact adoption of Elasticsearch and Kibana, which in turn could lead to reduced brand and product awareness and to a decline in paying customers, which could harm our ability to grow our business or achieve profitability.
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We could be negatively impacted if the Elastic License or SSPL, under which some of our software is licensed, is not enforceable.
We make the source code of our products available under Apache 2.0, the Elastic License, or as dual licensed under the Elastic License and SSPL, depending on the product and version. Apache 2.0 is a permissive open source license that allows licensees to freely copy, modify and distribute Apache 2.0-licensed software if they meet certain conditions. The Elastic License is our proprietary source available license. The Elastic License permits licensees to use, copy, modify and distribute the licensed software so long as they do not offer access to the software as a cloud service, interfere with the license key or remove proprietary notices. SSPL is a source available license that is based on the GNU Affero General Public License (“AGPL”) open source license and permits licensees to copy, modify and distribute SSPL-licensed software, but expressly requires licensees that offer the SSPL-licensed software as a third-party service to open source all of the software that they use to offer such service. We rely upon the enforceability of the restrictions set forth in the Elastic License and SSPL to protect our proprietary interests. If a court were to hold that the Elastic License or SSPL or certain aspects of these licenses are limitedunenforceable, others may be able to use our software to compete with us in the marketplace in a manner not subject to the restrictions set forth in the Elastic License or SSPL.
Limited technological barriers to entry into the markets in which we compete and it may be relatively easy for competitors, some of whom may have greater resources than we have, to enterfacilitate entry by other enterprises into our markets andto compete with us.
Anyone may obtain access to the source code for the features of our software that we have licensed under open source featuresor source available licenses. Depending on the product and thenversion of the Elastic software, this source code is available under Apache 2.0, SSPL, or the Elastic License. Each of these licenses allows anyone, subject to compliance with the conditions of the applicable license, to redistribute it (eitherour software in a modified or unmodified form)form and use it to compete in our markets. Additionally, we make the source code of our proprietary features for the Elastic Stack publicly available, which may enable others to compete more effectively. Such competition can develop without the degree of overhead and lead time required by traditional proprietary software companies, due to the permissions allowed underrights granted to licensees of open source licensing.and source available software. It is possible for competitors to develop their own software, including software based on our products, potentially reducing the demand for our products and putting pricing pressure on our subscriptions. For example, Amazon offers some of ourthe features that we had previously made available under an open source featureslicense as part of its Amazon Web ServicesAWS offering. As such, Amazon competes with us for potential customers, and while Amazon cannot provide our proprietary software, Amazon’s offerings may reduce the demand for our offerings and the pricing of Amazon’s offerings may limit our ability to adjust the priceprices of our products. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive
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Competitive pressure or the availability of new open source software will notin our markets generally may result in price reductions, reduced operating margins and loss of market share, any one of which could harm our business, financial condition, results of operations and cash flows.share.
If we do not effectively develop and expand our sales and marketing capabilities, including expanding, training, and trainingcompensating our sales force, we may be unable to add new customers, increase sales to existing customers or expand the value of our existing customers’ subscriptions and our business will be adversely affected.
We dedicate significant resources to sales and marketing initiatives, which require us to invest significant financial and other resources, including in markets in which we have limited or no experience. Our business and results of operations will be harmed if our sales and marketing efforts do not generate significant revenue increases or increases that are smaller than anticipated.
We may not achieve revenue growth from expanding our sales force if we are unable to hire, train, and retain talented and effective sales personnel. We depend on our sales force to obtain new customers and to drive additional sales to existing customers. We believe that there is significant competition for sales personnel, including sales representatives, sales managers, and sales engineers, with the requisite skills and technical knowledge. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient sales personnel to support our growth, and as we introduce new products, solutions, and marketing strategies, we may need to re-train existing sales personnel. For example, we may need to provide additional training and development to our sales personnel in relation to understanding and selling consumption-based arrangements and expanding customer usage of our offerings over time. New hires also require significantextensive training andwhich may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, particularly asAs we continue to grow rapidly, a large percentage of our sales force will have relatively little experience working with us, our subscriptions, and our business model. Additionally, we may need to evolve our sales compensation plans to drive the growth of our Elastic Cloud offerings with consumption-based arrangements. Such changes may have adverse consequences if not designed effectively. If we are unable to hire and train sufficient numbers of effective sales personnel, our new and existing 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 growth and results of operations could be negatively impacted. Moreover, Endgame’s former sales force is small and the rest of our sales force has no experience selling Endgame’s endpoint security products. If we are unable to hire and train sufficient numbers of effective sales personnel, our sales personnel do not reach significant levels of productivity in a timely manner, or our sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, or our sales and marketing programs, including our sales compensation plans, are not effective, our growth and results of operations could be negatively impacted, and our business willcould be harmed.
Our ability to increase sales
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Our failure to offer high qualityhigh-quality customer support wouldcould have an adverse effect on our business, reputation and results of operations.
After our products are deployed within our customers’ IT environments, our customers depend on our technical support services to resolve issues relating to our products. If we do not succeed in helping our customers quickly resolve post-deployment issues or provide effective ongoing support and education on our products, our ability to renew or sell additional subscriptions to existing customers or expand the value of existing customers’ subscriptions would be adversely affected and our reputation with potential customers could be damaged. Many larger enterprise and government entity customers have more complex IT environments and require higher levels of support than smaller customers. If we fail to meet the requirements of these enterprise customers, it may be more difficult to grow sales with them.
Additionally, it can take several months to recruit, hire, and train qualified technical support employees. We may not be able to hire such resourcesemployees fast enough to keep up with demand, particularly if the sales of our offerings exceed our internal forecasts. Further, dueDue to the ongoing uncertainty related to the COVID-19 pandemic, we have taken steps to moderate the pace of hiring, andmacroeconomic conditions, there may also be more competition for qualified employees and delays in hiring, onboarding, and training new employees. To the extent that we are unsuccessful in hiring, training, and retaining adequate support resources, our ability to provide adequate and timely support to our customers, and our customers’ satisfaction with our offerings, will be adversely affected. Our failure to provide and maintain, or a market perception that we do not provide or maintain, high-quality support services would have an adverse effect on our business, financial condition, and results of operations.
We rely significantly on revenue from subscriptions and, because
Because we recognize a significant portionthe vast majority of the revenue from subscriptions, either based on actual consumption, monthly, or ratably, over the term of the relevant subscription period, downturns or upturns in sales are not immediately reflected in full in our results of operations.
Subscription revenue accounts for the substantial majority of our revenue, comprising 92%, 91%93%, and 93% of total revenue infor the years ended April 30, 2020, 20192023, 2022 and 2018,2021, respectively. The effect of significant downturns in new or renewed sales of our subscriptions is not reflected in full in our results of operations until future periods. We recognize a significant portionthe vast majority of our subscription revenue, either based on actual consumption, monthly, or ratably, over the term of the relevant time period. As a result, much of the subscription revenue we report each fiscal quarter isrepresents the recognition of deferred revenue from subscription contracts entered into during previous fiscal quarters. Consequently, a decline in new or renewed subscriptions in any one fiscal quarter will not be fully or immediately reflected in revenue in that fiscal quarter and will negatively affect our revenue in future fiscal quarters. Accordingly,
We do not have an adequate history with our consumption-based arrangements for our Elastic Cloud offerings to predict accurately the effectlong-term rate of significant downturnscustomer adoption or renewal, or the impact those arrangements will have on our near-term or long-term revenue or operating results.
We expect that our consumption-based arrangements for our Elastic Cloud offerings will continue to increase, both in new or renewed salesamount and as a percentage of our subscriptionstotal revenue. Because we recognize revenue under a consumption-based arrangement based on actual customer consumption, we do not have the same visibility into the timing of revenue recognition as we do under subscription arrangements where revenue is not reflectedrecognized on a predetermined schedule over the subscription term. Additionally, customers may consume our products at a different pace than we expect. For example, we have experienced and, if adverse economic conditions persist, may continue to experience slowing consumption as customers look to optimize their usage. Additionally, we have seen and may continue to see newer customers increase their consumption of our solutions at a slower pace than our more tenured customers. For these reasons, our revenue may be less predictable or more variable than our historical revenue, and our actual results may differ materially from our forecasts.
We depend on our senior management and other key employees, and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could harm our business.
Our future success depends, in fullpart, on our ability to continue to attract and retain highly skilled personnel. The loss of the services of any of our key personnel, the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly in engineering and sales, may seriously harm our business, financial condition, and results of operations until future periods.operations. Further, our ability to attract additional qualified personnel may be impacted by the economic uncertainty and insecurity caused by macroeconomic factors and geopolitical events. The loss of services of any of our key personnel also increases our dependency on other key personnel who remain with us. Although we have entered into employment offer letters with our key personnel, their employment is for no specific duration and constitutes at-will employment. We are also substantially dependent on the continued service of our existing engineering personnel because of the complexity of our products.
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Our future performance also depends on the continued services and continuing contributions of our senior management, particularly our Chief Executive Officer, Ashutosh Kulkarni, and Chief Technology Officer, co-founder and former Chief Executive Officer, Shay Banon, to execute on our business plan and to identify and pursue new opportunities and product innovations. We do not maintain key person life insurance policies on any of our employees. The loss of services of senior management could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, financial condition, and results of operations. Any search for senior management in the future or any search to replace the loss of any senior management may be protracted, and we may not be able to attract a qualified candidate or replacement, as applicable, in a timely manner or at all, particularly as potential candidates may be less willing to change jobs during the unstable economic conditions caused by macroeconomic and geopolitical events.
The industry in which we operate is generally characterized by significant competition for skilled personnel as well as high employee attrition. The increased availability of hybrid or remote working arrangements within our industry has further expanded the pool of companies that can compete for our employees and employment candidates. We may not be successful in attracting, integrating, or retaining qualified personnel to fulfill our current or future needs. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may never realize returns on these investments. Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited, that they have divulged proprietary or other confidential information, or that their former employers own their inventions or other work product.
A real or perceived defect, security vulnerability, error, or performance failure in our software could cause us to lose revenue, damage our reputation, and expose us to liability.
Our products are inherently complex and, despite extensive testing and quality control, have in the past and may in the future contain defects or errors, especially when first introduced, or otherwise not perform as contemplated. These defects, security vulnerabilities, errors or performance failures could cause damage to our reputation, loss of customers or revenue, product returns, order cancellations,cancelations, service terminations, or lack of market acceptance of our software. As the use of our products, including products that were recently acquired or developed, expands to more sensitive, secure, or mission criticalmission-critical uses by our customers, we may be subject to increased scrutiny, potential reputational risk, or potential liability shouldif our software should fail to perform as contemplated in such deployments. We have issued in the past, and may need to issue in the future, need to issue corrective releases of our software to fix these defects, errors or performance failures, which could require us to allocate significant research and development and customer support resources to address these problems.
Any limitation of liability provisions that may be contained in our customer and partner agreements may not be effective as a result of existing or future applicable law or unfavorable judicial decisions. The sale and support of our products entail the risk of liability claims, which could be substantial in light of the use of our products in enterprise-wide environments. In addition, our insurance against this liability may not be adequate to cover a potential claim.
Interruptions or performance problems associated with our technology and infrastructure, and our reliance on technologies from third parties, may adversely affect our business operations and financial results.
We rely on third-party cloud platforms to host our cloud offerings. If we experience an interruption in service for any reason, our cloud offerings would similarly be interrupted. The ongoing effects Russia’s invasion of Ukraine, adverse economic conditions, and increased energy prices could also disrupt the supply chain of hardware needed to maintain our third-party data center operations. An interruption in our services to our customers could cause our customers’ internal and consumer-facing applications to cease functioning, which could have a material adverse effect on our business, results of operations, customer relationships and reputation.
In addition, our website and internal technology infrastructure may experience performance issues due to a variety of factors, including infrastructure changes, human or software errors, website or third-party hosting disruptions, capacity constraints, technical failures, natural disasters or fraud or security attacks. Our use of third-party open source software may increase this risk. If our website is unavailable or our users are unable to download our products or order subscriptions or services within a reasonable amount of time or at all, our business could be harmed. We expect to continue to make significant investments to maintain and improve website performance and to enable rapid releases of new features and applications for our products. To the extent that we do not effectively upgrade our systems as needed and continually develop our technology to accommodate actual and anticipated changes in technology, our business and results of operations may be harmed.
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Incorrect implementation or use of our software, or our customers’ failure to update our software, could result in customer dissatisfaction and negatively affect our business, operations, financial results, and growth prospects.
Our products are often operated in large scale, complex IT environments. Our customers and some partners require training and experience in the proper use of, and the benefits that can be derived from, our products to maximize their potential.potential value. If our products are not implemented, configured, updated, or used correctly or as intended, or in a timely manner, inadequate performance, errors, loss of data, corruptions, and/or security vulnerabilities may result. For example, there have been, and may in the future continue to be, reports that some of our customers have not properly securingsecured implementations of our products, which can result in unprotected data. Because our customers rely on our software to manage a wide range of operations, the incorrect implementation or use of orour software, our customers’ failure to update our software, or our failure to train customers on how to use our software productively, may result in customer dissatisfaction or negative publicity and may adversely affect our reputation and brand. Failure by us to effectively provide adequate training and implementation services to our customers could result in lost opportunities for follow-on sales to these customers and decrease subscriptions by new customers, and adversely affect our business and growth prospects.
If third parties offer inadequate or defective implementations of oursoftware that we have previously made available under an open source software,license, our reputation could be harmed.
Certain cloud hosting providers and managed service providers, including Amazon Web Services, provide SaaS offeringsAWS, offer hosted products or services based on open source componentsa forked version of the Elastic Stack, usingwhich means they offer a service that includes some of the names of those open source components in marketing such offerings.features that we had previously made available under an Open Source license. These offerings are not supported by us and come without any of our proprietary features.features, whether free or paid. We do not control how these third parties may use or offer our open source technology. These third parties could inadequately or incorrectly implement our open source technology or fail to update such technology in light of changing technological or security requirements, which could result in real or perceived defects, security vulnerabilities, errors, or performance failures with respect to their open source offerings. Users, customers, and potential customers could confuse these third partythird-party products with our own products, and attribute such defects, security vulnerabilities, errors, or performance failures to our products. Any damage to our reputation and brand from defective implementations of our open source software could result in lost sales and lack of market acceptance of our products and could adversely affect our business and growth prospects.
We rely on traditional web search engines to direct traffic to our website.
If our website fails to rank prominently in unpaid search results, traffic to our website could decline and our business would be adversely affected.
Our success depends in part on our ability to attract users through unpaid Internet search results on traditional web search engines, such as Google. The number of users we attract to our website from search engines is due in large part to how and where our website ranks in unpaid search results. These rankings can be affected by a number of factors, many of which are not in our direct control, and they may change frequently. For example, a search engine may change its ranking algorithms, methodologies or design layouts. As a result, links to our website may not be prominent enough to drive traffic to our website, and we may not know how or otherwise be in a position to influence the results. Any reduction in the number of users directed to our website could reduce our revenue or require us to increase our customer acquisition expenditures.
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If our security measures are breached or unauthorized access to private or proprietary data is otherwise obtained, our software may be perceived as not being secure, customers may reduce the use of or stop using our products, and we may incur significant liabilities.
Any security breach, including those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus or similar breach or disruption could result in the loss of confidential information, damage to our reputation, litigation, regulatory investigations or other liabilities. These attacks may come from individual hackers, criminal groups, and state-sponsored organizations. As a provider of security solutions, we may be specifically targeted by bad actors for attacks intended to circumvent our security capabilities as an entry point into customers’ endpoints, networks, or systems. If our security measures are breached as a result of third-party action, employee error, defect or bug in our products, malfeasance or otherwise and, as a result, someone obtains unauthorized access to our confidential information or personal information or the confidential information or personal information of our customers, our reputation may be damaged, our business may suffer and we could incur significant liability. Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain existing customers. Further, we could be required to expend significant capital and other resources to address any data security incident or breach.
In addition, many of our customers may use our software for processing their sensitive and proprietary information, including business strategies, financial and operational data, personal or identifying information and other related data. As a result, unauthorized access or use of this data could result in the loss, compromise, corruption or destruction of our customers’ sensitive and proprietary information and lead to litigation, regulatory investigations and claims, indemnity obligations, and other liabilities. It could also hinder our ability to obtain and maintain information security certifications that support customers’ adoption of our products and our retention of those customers. We have implemented administrative, technical and physical measures designed to protect the integrity of customer information and prevent data loss, misappropriation and other security breaches and incidents and may incur significant costs in connection with the implementation of additional preventative measures in the future.
We engage third-party vendors and service providers to store and otherwise process some of our and our customers’ data, including sensitive and personal information. Our vendors and service providers may also be the targets of cyberattacks, malicious software, phishing schemes, and fraud. Our ability to monitor our vendors and service providers’ data security is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, disclosure, loss or destruction of our and our customers’ data, including sensitive and personal information.
Techniques used to sabotage or obtain unauthorized access to systems or networks are constantly evolving and, in some instances, are not identified until launched against a target. We and our service providers may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative measures.
Further, we cannot assure that any limitations of liability provisions in our customer and user agreements, contracts with third-party vendors and service providers or other contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. 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 claims related to a security incident or breach, or that the insurer will not deny coverage as to any future claim. The successful assertion of 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 financial condition, operating results, and reputation.
Interruptions or performance problems associated with our technology and infrastructure, and our reliance on technologies from third parties, may adversely affect our business operations and financial results.
We rely on third-party cloud platforms to host our cloud offerings. If we experience an interruption in service for any reason, our cloud offerings would similarly be interrupted. An interruption in our services to our customers could cause our customers’ internal and consumer-facing applications to not function properly, which could have a material adverse effect on our business, results of operations, customer relationships and reputation.
In addition, our website and internal technology infrastructure may experience performance issues due to a variety of factors, including infrastructure changes, human or software errors, website or third-party hosting disruptions, capacity constraints, technical failures, natural disasters or fraud or security attacks. Our use and distribution of open source software may increase this risk. If our website is unavailable or our users are unable to download our products or order subscriptions or services within a reasonable amount of time or at all, our business could be harmed. We expect to continue to make significant investmentssuffer if we fail to maintain and improve website performance and to enable rapid releases of new features and applications for our products. To the extent that we do not effectively upgrade our systems as needed and continually develop our technology to accommodate actual and anticipated changes in technology, our business and results of operations may be harmed.
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We rely onsatisfactory relationships with third-party service providers on which we rely for many aspects of our business, and any failure to maintain these relationships could harm our business.
Our success depends upon our relationships with third-party service providers, including providers of cloud hosting infrastructure, customer relationship management systems, financial reporting systems, human resource management systems, credit card processing platforms, marketing automation systems, and payroll processing systems, among others. If any of these third parties experience difficulty meeting our requirements or standards, become unavailable due to extended outages or interruptions, temporarily or permanently cease operations, face financial distress or other business disruptions such as a security incident, increase their fees, if our relationships with any of these providers deteriorate, or if any of the agreements we have entered into with such third parties are terminated or not renewed without adequate transition arrangements, we could suffer liabilities, penalties, fines, increased costs and delays in our ability to provide customers with our products and services, our ability to manage our finances could be interrupted, receipt of payments from customers may be delayed, our processes for managing sales of our offerings could be impaired, our ability to generate and manage sales leads could be weakened, or our business operations could be disrupted. Further, our business operations may be disrupted by negative impacts of Russia’s invasion of Ukraine on supply chains of our third-party service providers. Any of such disruptions may adversely impact our business andaffect our financial condition, results of operations or cash flows could be adversely affected until we replace such providers or develop replacement technology or operations. In addition, our business may suffer if we are unsuccessful in identifying high-quality service providers, negotiating cost-effective relationships with them or effectively managing these relationships, it could adversely affect our business and financial results.
The length of our sales cycle can be unpredictable, particularly with respect to sales through our channel partners or sales to large customers, and our sales efforts may require considerable time and expense.
Our results of operations may fluctuate, in part, because of the length and variability of the sales cycle of our subscriptions and the difficulty in making short-term adjustments to our operating expenses. Our results of operations depend in part on sales to new customers, including large customers, and increasing sales to existing customers. The length of our sales cycle, from initial contact with our sales team to contractually committing to our subscriptions can vary substantially from customer to customer based on deal complexity as well as whether a sale is made directly by us or through a channel partner. Our sales cycle can extend to more than a year for some customers, and the length of sales cycles may be further impacted due to the COVID-19 pandemic. We generally expect that some customers will scrutinize their spending more carefully given a challenging economic environment, and this might cause sales cycles to become longer. As we target more of our sales efforts at larger enterprise customers, we may face greater costs, longer sales cycles, greater competition and less predictability in completing some of our sales. A customer’s decision to use our solutions may be an enterprise-wide decision, which may require greater levels of education regarding the use cases of our products or prolonged negotiations. In addition, larger customers may demand more configuration, integration services and features. It is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. As a result, large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. The loss or delay of one or more large transactions in a quarter could affect our cash flows and results of operations for that quarter and for future quarters. Because a substantial proportion of our expenses are relatively fixed in the short term, our cash flows and results of operations will suffer if revenue falls below our expectations in a particular quarter, which could cause the price of our ordinary shares to decline.
We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could harm our business.
Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. The loss of the services of any of our key personnel, the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly in engineering and sales, may seriously harm our business, financial condition, and results of operations. Further, our ability to attract additional qualified personnel may be impacted by the economic uncertainty and insecurity caused by the COVID-19 pandemic. The loss of services of any of our key personnel also increases our dependency on other key personnel who remain with us. Although we have entered into employment offer letters with our key personnel, their employment is for no specific duration and constitutes at-will employment. We are also substantially dependent on the continued service of our existing engineering personnel because of the complexity of our products.
Our future performance also depends on the continued services and continuing contributions of our senior management, particularly our Chief Executive Officer and Chairman, Shay Banon, to execute on our business plan and to identify and pursue new opportunities and product innovations. We do not maintain key person life insurance policies on any of our employees. The loss of services of senior management could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, financial condition, and results of operations. For example, we announced the transition of Aaron Katz from Chief Revenue Officer to an advisory role in which he is expected to serve through August 1, 2020. We have commenced a search for his replacement, but this search may be prolonged, and we may not be able to attract a qualified replacement timely or at all, particularly as potential candidates may be wary to transition during the unstable economic conditions caused by the COVID-19 pandemic. If we are unable to mitigate these orrelationships.
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other similar risks as we experience management turnover, our business, results of operation and financial condition may be adversely affected.
Additionally, the industry in which we operate is generally characterized by significant competition for skilled personnel as well as high employee attrition. We may not be successful in attracting, integrating, or retaining qualified personnel to fulfill our current or future needs. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may never realize returns on these investments. Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited, that they have divulged proprietary or other confidential information, or that their former employers own their inventions or other work product.
If we are not able to maintain and enhance our brand, especially among developers, our ability to expand our customer base will be impaired and our business and operating results may be adversely affected.
We believe that developing and maintaining widespread awareness of our brand, especially with developers, is critical to achieving widespread acceptance of our software and attracting new users and customers. We also believe that the importance of brand recognition will increase as competition in our market increases. Successfully maintaining and enhancing our brand will depend largely on the effectiveness of our marketing efforts, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and use cases, and our ability to successfully differentiate our products and platform capability from competitive products. Brand promotion activities may not generate user or customer awareness or increase revenue, and evenrevenue. Even if they do, any increase in revenue may not offset the expenses we incur in building our brand. For instance, our continued focus and investment in Elastic{ON}our ElasticON user conferences and similar investments in our brand, user engagement, and customer engagement may not generate the desired customer awareness or a sufficient financial return. If we fail to successfully promote and maintain our brand, we may fail to attract or retain users and customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our products.products, which would adversely affect our business and results of operations.
Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and entrepreneurial spirit we have worked to foster, which could harm our business.
We believe that our culture has been and will continue to be a key contributor to our success. We expect to continue to hire as we expand. If we do not continue to maintain our corporate culture as we grow, we may be unable to foster the innovation, creativity, and entrepreneurial spirit we believe we need to support our growth. Moreover, many of our existing employees may be able to receive significant proceeds from sales of our ordinary shares in the public markets, which could lead to employee attrition and disparities of wealth among our employees that might adversely affectsaffect relations among employees and our culture in general. Additional headcount growth and employee turnover may result in a change to our corporate culture, which could harm our business.
We rely on channel partners to execute a portion of our sales; if
If our channel partners fail to perform or we are unable to maintain successful relationships with our channel partners,them, our ability to market, sell and distribute our solutionsolutions will be more limited, and our results of operations and reputation could be harmed.
A portion of our revenue is generated by sales through our channel partners, especially to U.S. federal government customers and in certain international markets, and these sales may grow and represent a larger portion of our revenues in the future. We provide certain of our channel partners with specific training and programs to assist them in selling our offerings, but there can be no assurance that these steps willthis assistance may not always be effective. In addition, our channel partners may be unsuccessful in marketing and selling our offerings. If we are unable to develop and maintain effective sales incentive programs for our channel partners, we may not be able to incentivize these partners to sell our offerings to customers.
Some of these partners may also market, sell, and support offerings that compete with ours, may devote more resources to the marketing, sales, and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own or may cease selling our offerings altogether. Our agreements with our channel partners typically have a duration of one to three years, and generally may be terminated for any reason by either party with advance notice prior to each renewal date. We cannot assure you that we will retain these channel partners or that we will be able to secure additional or replacement channel partners. The loss of one or more of our significant channel partners or a decline in the number or size of orders from any of them could harm our results of operations. In addition, many of our new channel partners require extensive training and may take several months or more to achieve productivity.become effective in marketing our offerings. Our channel partner sales structure could subject us to lawsuits, potential liability, misstatement of revenue, and reputational harm if, for example, any of our channel partners misrepresents the functionality of our offerings to customers or violates laws or our or their corporate policies.policies, including our terms of business, which in turn could impact reported revenue, deferred revenue and remaining performance obligations. If our channel partners are unsuccessful in fulfilling the orders for our offerings, or if we are unable to enter into arrangements with and retain high qualityhigh-quality channel partners, our ability to sell our offerings and results of operations could be harmed.
If we are unable to maintain successful relationships with our partners, our business operations, financial results and growth prospects could be adversely affected.
We maintain partnership relationships with a variety of partners, including cloud providers such as Amazon, Google, and Microsoft, systems integrators, channel partners, referral partners, OEM and MSP partners, and technology partners, to jointly deliver offerings to our end customers and complement our broad community of users. In particular, we workpartner with systems integratorsvarious cloud providers to jointly market, sell and referral partners to market and selldeliver our subscriptions.Elastic Cloud offerings, which in some instances also involves technical integration with such cloud providers.
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Our agreements with our partners are generally non-exclusive, meaning our partners may offer customers the offerings of several different companies, including offerings that compete with ours, or may themselves be or become competitors. If our partners do not effectively market and sell our offerings, choose to use greater efforts to market and sell their own offerings or those of our competitors, fail to provide adequate technical integration with their own offerings, fail to meet the needs of our customers, or fail to deliver professional services to our customers, particularly in light of the effects of the COVID-19 pandemic, our ability to grow our business and sell our offerings may be harmed. Our partners may cease marketing our offerings with limited or no notice and with little or no penalty. The loss of a substantial number of our partners, our possible inability to replace them, or the failure to recruit additional partners could harm our results of operations.
Our ability to achieve revenue growth in the future will depend in part on our success in maintaining successful relationships with our partners and in helping our partners enhance their ability to market and sell our subscriptions. If we are unable to maintain our relationships with these partners, our business, results of operations, financial condition or cash flows could be harmed.
The sales prices of our offerings may decrease, which may reduce our gross profits and adversely affect our financial results.
The sales prices for our offerings may decline or we may introduce new pricing models for a variety of reasons, including competitive pricing pressures, discounts, in anticipation of or in conjunction with the introduction of new offerings, or promotional programs. For example, during the year ended April 30, 2019, we reduced prices for some of our Elastic Cloud offerings in conjunction with launching new offerings.
Competition continues to increase in the market segments in which we participate,operate, and we expect competition to furthercontinue to increase, in the future, thereby leading to increased pricing pressures. Larger competitors with more diverse offerings may reduce the price of offerings that compete with ours or may bundle them with other offerings. Additionally, currency fluctuations in certain countries and regions and pressures from uncertain inflation and interest rate environments may negatively impact actual prices that customers and channel partners are willing to pay in those countries and regions. Any decrease in the sales prices for our offerings, without a corresponding decrease in costs or increase in volume, would adversely impact our gross profit. Gross profit could also be adversely impacted by a shift in the mix of our subscriptions from self-managed to our cloud offering, for which has a lower gross margin,we incur hosting costs, as well as any increase in our mix of professional services relative to subscriptions. We cannot assure you that we willmay not be able to maintain our prices and gross profits at levels that will allow us to achieve and maintain profitability.
We expect our revenue mix to vary over time, which could harm our gross margin and operating results.
We expect our revenue mix to vary over time due toas a result of a number of factors, includingany one of which or the mixcumulative effect of which may result in significant fluctuations in our gross margin and operating results. We expect that revenue from Elastic Cloud will continue to become a larger part of our subscriptions for self-managed and our cloud offerings and our professional services revenue.revenue mix. Due to the differing revenue recognition policies applicable to our subscriptions and professional services, shifts in our business mix from quarter to quarter could produce substantial variation in revenue recognized. The growth of consumption-based arrangements for our Elastic Cloud offerings, where the revenue we recognize is tied to our customers’ actual usage of our products, and further reduction in usage by customers already using a consumption-based arrangement due to the uncertain macroeconomic environment, may further contribute to the variation in our revenue. Further, our gross margins and operating results could be harmed by changes in revenue mix and costs, together with numerous other factors, including entry into new markets or growth in lower margin markets; entry into markets with different pricing and cost structures; pricing discounts; and increased price competition. Any one of these factors or the cumulative effects of certain of these factors may result in significant fluctuations in our gross margin and operating results. This variability and unpredictability could result in our failure to meet internal expectations or those of securities analysts or investors for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our ordinary shares could decline.
Our ability to grow our business will depend, in part, on the expansion and adoption of our SaaS Offerings.
We believe our future success will depend, in part, on the growth in the adoption of Elastic Cloud, our family of SaaS products. We have and will continue to incur substantial costs to develop, sell and support our Elastic Cloud offerings. We believe that we must offer a family of SaaS products to address the market segment that prefers a cloud-based solution to a self-managed solution and that there will be increasing demand for cloud-based offerings of our products. In the years ended April 30, 2020, 2019 and 2018, Elastic Cloud contributed 22%, 17% and 16% of our total revenue, respectively. However, as the use of cloud-based computing solutions is rapidly evolving, it is difficult to predict the potential growth, if any, of general market adoption, customer adoption and retention rates of our cloud-based offerings. There could be decreased demand for our cloud-based offerings due to reasons within or outside of our control, including, among other things, lack of customer acceptance, technological challenges with bringing cloud offerings to market and maintaining those offerings, security or privacy concerns, our inability to properly manage and support our cloud-based offerings, competing technologies and products, weakening economic conditions, and decreases in corporate spending. For example, Amazon Web Services provides SaaS offerings based on open source components of the Elastic Stack. As such, Amazon competes with us for potential customers, and while Amazon cannot provide our proprietary software, Amazon's offerings may reduce the demand for our offerings and the pricing of Amazon's offerings may limit our ability to adjust the price of our products. If we are not able to develop, market or deliver cloud-based offerings that satisfy customer requirements technically or commercially, or if our investments in cloud-based offerings do not yield the expected return, or if we are unable to decrease the cost of providing our cloud-based offerings, our
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business, competitive position, financial condition and results of operations may be harmed. You should consider our business and prospects in light of the risks and difficulties we encounter in this new and evolving market.
Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and results of operations.
Our success depends to a significant degree on our ability to protect our proprietary technology, methodologies, know-how and brand. We rely on a combination of trademarks, copyrights, patents, contractual restrictions, and other intellectual property laws and confidentiality procedures to establish and protect our proprietary rights. However, theThe steps we take to protect our intellectual property rights may be inadequate. We will not be able to protect our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property rights. The source code of the proprietary features for the Elastic Stack is publicly available, which may enable others to replicate our proprietary technology and compete more effectively. If we fail to protect our intellectual property rights adequately, our competitors may gain access to our proprietary 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 have or may obtain may be challenged by others or invalidated through administrative process or litigation. As of April 30, 2020,Patent applications we had 15 issued U.S. patents, 48 pending U.S. patent applications, and 12 pending non-U.S. filings, including 4 patent cooperation treaty patent applications. There can be no assurance that our patent applications willfile may not result in issued patents. Even if we continue to seek patent protection in the future, we may be unable to obtain further 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 use information that we regard as proprietary to create offerings 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 are available. We may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights. The laws of some countries mayare 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 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 theseThese agreements willmay not 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. Our ability to enforce such agreements may be adversely affected if the Federal Trade Commission adopts a rule it proposed in January 2023 that would prohibit non-compete provisions in employment agreements. Although the proposed rule generally would not apply to other types of employment restrictions, such as confidentiality agreements, such employment restrictions could be subject to the rule if they are so broad in scope that they function as non-competes.
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 has previously been, and may be necessary in the future be, necessary to enforce our intellectual property rights and to protect our trade secrets. For example, on September 4, 2019,Even if we filed suit against floragunn GmbHprevail in the United States District Court for the Northern Districtsuch disputes, we may not be able to recover all or a portion of California for copyright infringementany judgments, and contributory copyright infringement, and on September 27, 2019, we filed a suit against Amazon.com, Inc. in the United States District Court for the Northern District of California for trademark infringement and false advertising. Litigationlitigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management, andmanagement. If unsuccessful, litigation 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, impair the functionality of our products, delay introductions of new products, result in our substituting inferior or more costly technologies into our products, or injure our reputation.
We could incur substantial costs as a result of any claim of infringement, misappropriation or violation of another party’s intellectual property rights.
In recent years, there has been significant litigation involving patents and other intellectual property rights in the software industry. Companies providing software are increasingly bringing and becoming subject to suits alleging infringement, misappropriation or violation of proprietary rights, particularly patent rights, and to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement, misappropriation or violation claims. We do not currently have a large patent portfolio, which could prevent us from deterring patent infringement claims through our own patent portfolio, and our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we have. The risk of patent litigation has been amplified by the increase in the number of a type of patent holder, which we refer to as a non-practicing entity, whose sole or principal business is to assert such claims and against whom our own intellectual property portfolio may provide little deterrent value. We could incur substantial costs in prosecuting or
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defending any intellectual property litigation. If we sue to enforce our rights or are sued by a third party that claims that our products infringe, misappropriate or violate their rights, the litigation could be expensive and could divert our management resources.resources from operations.
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Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following:
cease selling or using products that incorporate the intellectual property rights that we allegedly infringe, misappropriate or violate;
make substantial payments for legal fees, settlement payments or other costs or damages;
obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or
redesign the allegedly infringing products to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible.
If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement, misappropriation or violation claims against us or any obligation to indemnify our customers for such claims, such payments or actions could harm our business.
Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, misappropriation, violation and other losses.
Our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, misappropriation or violation, damages caused by us to property or persons, or other liabilities relating to or arising from our software, services or other contractual obligations. Large indemnity payments could harm our business, results of operations and financial condition. Although we normally contractually limit our liability with respect to such indemnity obligations, we may still incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.
Our use of third-party open source software within our products could negatively affect our ability to sell our products and subject us to possible litigation.
Our technologies incorporate open source software from other developers, and we expect to continue to incorporate such open source software in our products in the future. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products. Moreover, we cannot assure you that wemay not have not incorporated additionalthird-party open source software in our software in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures. If we fail to comply with these licenses, we may be subject to certain requirements, including requirements that we offer our solutions that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software, and that we license such modifications or derivative works under the terms of applicable open source licenses.
If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software and required to comply with onerous conditions or restrictions on these products, which could disrupt the distribution and sale of these products. In addition, there have been claims challenging the ownership rights in open source software against companies that incorporate open source software into their products, and the licensors of such open source software provide no warranties or indemnities with respect to such claims. In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our products, and to re-engineer our products or discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis. We and our customers may also be subject to suits by parties claiming infringement, misappropriation or violation due to the reliance by our solutions on certain open source software, and such litigation could be costly for us to defend or subject us to an injunction. Some open source projects have known vulnerabilities and architectural instabilities and asare provided on an “as-is” basis which, if not properly addressed, could negatively affect the performance of our product. Any of the foregoing could require us to devote additional research and development resources to re-engineer our solutions, could result in customer dissatisfaction, and may adversely affect our business, results of operations and financial condition.
One
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We may not be able to realize the benefits of this strategy.
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our marketing strategies to offer some of our product features for free and to provide free trials of some of our paid features.
We are dependent upon lead generation strategies, including offering open sourcefree use of some of our product features and free trials of some of our products, to generate sales opportunities.paid features. These strategies may not be successful in continuing to generate sufficient sales opportunities necessary to increase our revenue. Many users never convert from the open sourcefree use model or from free trials to the paid versions of our products. To the extent that users do not become, or 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.
Our software development and licensing model could be negatively impacted if the Apache License, Version 2.0 is not enforceable.
Important components of our software have been provided under the Apache License 2.0. This license states that any work of authorship licensed under it, and any derivative work thereof, may be reproduced and distributed provided that certain conditions are met. It is possible that a court would hold this license to be unenforceable or that someone could assert a claim for proprietary rights in a program developed and distributed under it. Any ruling by a court that this license is not enforceable, or that open source components of our products may not be reproduced or distributed, may negatively impact our distribution or development of all or a portion of our products.
In connection with the operation of our business, we may collect, store, transfer and otherwise process certain personal data. As a result, our business is subject to a variety of government and industry regulations, as well as other obligations, related to privacy, data protection and information security.
Privacy, data protection and information security have become significant issues in various jurisdictions where we offer our products. The regulatory frameworks for these issues worldwide are rapidly evolving and are likely to remain uncertain for the foreseeable future. Federal, state, or non-U.S. government bodies or agencies have in the past adopted, and may in the future adopt, new laws and regulations or may make amendments to existing laws and regulations affecting data protection, data privacy and/or information security and/or regulating the use of the Internet as a commercial medium. For example, the California Consumer Privacy Act (the “CCPA”), which provides new data privacy rights for California residents, took effect on January 1, 2020. The CCPA provides for civil penalties and a private right of action for violations, which may increase our compliance costs and potential liability. Other U.S. states also are considering omnibus privacy legislation. Industry organizations also regularly adopt and advocate for new standards in these areas. Many obligations under the CCPA and these other laws and legislative proposals remain uncertain, and we cannot fully predict their impact on our business. If we fail to comply with any of these laws or standards, we may be subject to investigations, enforcement actions, civil litigation, fines and other penalties, all of which may generate negative publicity and have a negative impact on our business.
Additionally, in the United States, we may be subject to investigation and/or enforcement actions brought by federal agencies and state attorneys general and consumer protection agencies. We publicly post statements and other documentation regarding our practices concerning the processing, use and disclosure of personally identifiable information. Although we endeavor to comply with our published statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy statement and other documentation that provide promises and assurances about privacy and security can subject us to potential state and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.
Internationally, most jurisdictions in which we operate have established their own privacy, data protection and information security legal frameworks with which we or our customers must comply. Within the European Union, the European General Data Protection Regulation (“GDPR”), became fully effective on May 25, 2018, and applies to the processing (which includes the collection and use) of personal data. As compared to the previously effective data protection law in the European Union, the GDPR imposes additional obligations and risk upon our business and increases substantially the penalties to which we could be subject in the event of any non-compliance. Administrative fines under the GDPR can amount up to 20 million Euros or four percent of the group’s annual global turnover, whichever is higher.
We have incurred substantial expense in complying with new data protection legal frameworks and we may be required to make additional, significant changes in our business operations, all of which may adversely affect our revenue and our business overall. Additionally, because these new regimes lack a substantial enforcement history, we are unable to predict how emerging standards may be applied to us. Despite our efforts to attempt to comply with new data protection obligations, a regulator may determine that we have not done so and subject us to fines and public censure, which could harm our company.
Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States. We have undertaken certain efforts to conform transfers of personal data from the European Economic Area, (“EEA”), to the United States and other jurisdictions based on our understanding of current regulatory obligations and the guidance of data protection authorities, including standard contractual clauses approved by the European Commission. Despite this, we may be unsuccessful in maintaining conforming means of transferring such data from the EEA, in particular as a result of continued legal and legislative activity within the European Economic Area that has challenged or called into question existing means of data transfers to countries that have not been found to provide adequate protection for personal data.
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Some countries also are considering or have passed legislation requiring local storage and processing of data, or similar requirements, which could increase the cost and complexity of delivering our services. We may also experience hesitancy, reluctance, or refusal by European or multi-national customers to continue to use our products due to the potential risk exposure to such customers as a result of shifting business sentiment in the EEA regarding international data transfers and the data protection obligations imposed on them. We may find it necessary to establish systems to maintain personal data originating from the EEA in the EEA, or may need to take other, additional steps to provide for local data processing, which may involve substantial expense and may cause us to need to divert resources from other aspects of our business, all of which may adversely affect our business. We and our customers may face a risk of enforcement actions taken by European data protection authorities until the time, if any, that personal data transfers to us and by us from the EEA are legitimized under European law.
In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that may legally or contractually apply to us. One example of such a self-regulatory standard is the Payment Card Industry Data Security Standard (“PCI DSS”), which relates to the processing of payment card information. In the event we or our payment processors fail to comply with the PCI DSS, fines and other penalties could result, and we may suffer reputational harm and damage to our business. Further, our customers increasingly expect us to comply with more stringent privacy, data protection and information security requirements than those imposed by laws, regulations or self-regulatory requirements, and we may be obligated contractually to comply with additional or different standards relating to our handling or protection of data on or by our offerings. Any failure to meet our customers’ requirements may adversely affect our revenues and prospects for growth.
We also expect that there will continue to be changes in interpretations of existing laws and regulations, or new proposed laws, regulations, and other obligations concerning privacy, data protection and information security, which could impair our or our customers’ ability to collect, use or disclose information relating to consumers, which could decrease demand for our offerings, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue. Because the interpretation and application of many laws and regulations relating to privacy, data protection and information security, along with industry standards, are uncertain, it is possible that these laws and regulations may be interpreted and applied in manners that are, or are alleged to be, inconsistent with our data management practices or the features of our products, and we could face fines, lawsuits, regulatory investigations and other claims and penalties, and we could be required to fundamentally change our products or our business practices, any of which could have an adverse effect on our business. Any inability to adequately address privacy, data protection and information security concerns, even if unfounded, or any actual or perceived failure to comply with applicable privacy, data protection or information security laws, regulations and other obligations, 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, data protection and information security concerns, whether valid or not valid, may inhibit market adoption of our products, particularly in certain industries and countries outside of the United States. If we are not able to adjust to changing laws, regulations and standards related to the Internet, our business may be harmed.
We may acquire other businesses which could require significant management attention, disrupt our business, dilute shareholder value. We may be unable to integrate acquired businesses and technologies, and acquisitions could adversely affect our results of operations.
As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies. We have in the past acquired, and expect in the future to acquire, businesses that we believe will complement or augment our existing business, such as our acquisition of Endgame in October 2019. The identification of suitable acquisition candidates is difficult, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete future acquisitions, we may not ultimately strengthen our competitive position or achieve our goals and business strategy, we may be subject to claims or liabilities assumed from an acquired company, product, or technology, and any acquisitions we complete could be viewed negatively by our customers, investors, and securities analysts. In addition, if we are unsuccessful at integrating Endgame or future acquisitions, or the technologies associated with such acquisitions, into our company, the revenue and results of operations of the combined company could be adversely affected. Any integration process may require significant time and resources, which may disrupt our ongoing business and divert management’s attention, and we may not be able to manage the integration process successfully. We may not successfully evaluate or utilize acquired technology or personnel, realize anticipated synergies from acquisitions, or accurately forecast the financial impact of an acquisition transaction and integration of such acquisition, including accounting charges. We may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any future acquisitions, each of which could adversely affect our financial condition or the market price of our ordinary shares. The sale of equity or issuance of equity-linked debt to finance any future acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. Additionally, we may acquire development stage companies that are not yet profitable, and that require continued investment, which could adversely
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affect our results of operations and liquidity. The occurrence of any of these risks could harm our business, results of operations, and financial condition.
With the acquisition of Endgame, we face risks related to the integration of combined businesses, our cash resources and financial results, undisclosed liabilities, and employee and customer retention.
Since the closing of the acquisition of Endgame in October 2019, we are devoting significant management attention and resources to integrating the business practices and operations of the former Endgame business with our business. Potential difficulties we may encounter as part of the integration process include those related to the costs of integration and compliance, diversion of management’s attention, our ability to create and enforce uniform standards, procedures, policies and information systems, potential unknown liabilities, and unforeseen increased expenses or delays.
Our due diligence review in connection with the acquisition may not have discovered undisclosed liabilities of Endgame. If there are undisclosed liabilities, Elastic as a successor owner may be responsible for such undisclosed liabilities. Such undisclosed liabilities could have an adverse effect on the business and results of operations and may adversely affect the value of our ordinary shares.
The acquisition may also result in significant charges or other liabilities that could adversely affect our results of operations, such as cash expenses and non-cash accounting charges incurred in connection with the acquisition and/or integration of the combined businesses and operations.
Unfavorable or uncertain conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our results of operations.
Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers. Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, international trade relations, political turmoil, natural catastrophes, warfare, infectious diseases and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments by our customers and potential customers, including spending on information technology, and negatively affect the growth of our business. For example, the COVID-19 pandemic may curtail business spending by our customers, result in business disruptions for us and/or our customers, restrict travel to customer sites or result in a quarantine of affected populations impacting our employees, partners and customers. Additionally, mitigation and containment measures adopted by government authorities to contain the spread of COVID-19 in the U.S. and abroad may significantly impact business continuity for our partners and our customers, reduce our customers’ business operations, delay their engagement with us (including due to travel restrictions and restrictions on in-person meetings) and could thereby adversely affect our business and financial results. To the extent our offerings are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, customers may choose to develop in-house software as an alternative to using our products. Moreover, competitors may respond to market conditions by lowering prices. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate do not improve, or worsen from present levels, our business, results of operations and financial condition could be adversely affected.
We are subject to governmental export and import controls and economic sanctions programs that could impair our ability to compete in international markets or subject us to liability if we violate these controls.
Our software is subject to U.S. export control laws and regulations including the Export Administration Regulations (“EAR”), and trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). As such, an export license may be required to export or reexport our products to certain countries, end-users and end-uses. If we were to fail to comply with such U.S. export controls laws and regulations, U.S. economic sanctions, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges. Obtaining the necessary export license for a particular sale or offering may not be possible and may be time-consuming and may result in the delay or loss of sales opportunities. Furthermore, U.S. export control laws and economic sanctions prohibit the export of products to certain U.S. embargoed or sanctioned countries, governments and persons, as well as for prohibited end-uses. Monitoring and ensuring compliance with these complex U.S. export control laws is particularly challenging because our offerings are widely distributed throughout the world and are available for download without registration. In addition, because we incorporate encryption functionality into our products, we are also subject to certain provisions of these laws that apply to encryption items. Even though we take precautions to ensure that we and our partners comply with all relevant export control laws and regulations, any failure by us or our partners to comply with such laws and regulations could have negative consequences for us, including reputational harm, government investigations and penalties.
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In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our products or could limit our end-customers’ ability to implement our products in those countries. Changes in our products or changes in export and import regulations in such countries may create delays in the introduction of our products into international markets, prevent our end-customers with international operations from deploying our products globally or, in some cases, prevent or delay the export or import of our products to certain countries, governments or persons altogether. Any change in export or import laws or regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing export, import or sanctions laws or regulations, or change in the countries, governments, persons, or technologies targeted by such export, import or sanctions laws or regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential end-customers with international operations. Any decreased use of our products or limitation on our ability to export to or sell our products in international markets could adversely affect our business, financial condition and operating results.
Our international operations and expansion expose us to severala variety of risks.
As of April 30, 2020,2023, we had customers located in over 100125 countries, and our strategy is to continue to expand internationally. In addition, as a result of our strategy of leveraging a distributed workforce, as of April 30, 2020,2023, we had employees located in over 3540 countries. Our current international operations involve and future initiatives willmay involve a variety of risks, including:
political and economic instability related to international disputes, such as Russia’s invasion of Ukraine and the related impact on macroeconomic conditions as a result of such conflict, which may negatively impact our customers, partners, and vendors;
unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;
different 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;
exposure to many stringent, particularly in the European Union, and potentially inconsistent laws and regulations relating to privacy, data protection and information security;
changes in a specific country’s or region’s political or economic conditions;
political, economic and trade uncertainties related to the effect ofevolving relations between the United Kingdom's withdrawal from the European Union (Brexit) on the economies of United Kingdom, European Union, United States and other countries;China;
changes in relations between the Netherlands and the United States;
risks resulting from changes in currency exchange rates;rates and inflationary pressures;
risks resulting from the migration of invoicing from local billing entities to centralized regional billing entities;
the impact of public health epidemics or pandemics on our employees, partners, and customers;
challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;
risks relating to enforcement of U.S. export control laws and regulations including the implementation ofExport Administration Regulations, and trade and economic sanctions, including restrictions promulgated by the OFAC,Office of Foreign Assets Control (“OFAC”), and other similar trade protection regulations and measures in the United States or in other jurisdictions;
risks relating to our third-party vendors and service providers’ storage and processing of some of our and our customers’ data, including any supply chain cybersecurity attacks;
reduced ability to timely collect amounts owed to us by our customers in countries where our recourse may be more limited;
limitations on our ability to reinvest earnings from operations derived from one country to fund the capital needs of our operations in other countries;
political, economic and trade uncertainties or instability related to the United Kingdom's withdrawal from the European Union (Brexit);
limited or unfavorable intellectual property protection; and
exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), and similar applicable laws and regulations in other jurisdictions.
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If we are unable to address these difficulties and challenges or other problems encountered in connection with our international operations and expansion, we might incur unanticipated liabilities or we might otherwise suffer harm to our business generally.
If we are not successful in sustaining and expanding our international business, we may incur additional losses and our revenue growth could be harmed.
Our future results depend, in part, on our ability to sustain and expand our penetration of the international markets in which we currently operate and to expand into additional international markets. We depend on direct sales and our channel partner relationships to sell our offerings in international markets. Our ability to expand internationally will depend upon our
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ability to deliver functionality and foreign language translations that reflect the needs of the international clients that we target. Our ability to expand internationally involves various risks, including the need to invest significant resources in such expansion, and the possibility that returns on such investments will not be achieved in the near future or at all in these less familiar competitive environments. We may also choose to conduct our international business through other partnerships. If we are unable to identify partners or negotiate favorable terms, our international growth may be limited. In addition, we have incurred and may continue to incur significant expenses in advance of generating material revenue as we attempt to establish our presence in particular international markets.
Our failure
Any need by us to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings could reduce our ability to compete and could harm our business.
We expect that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the next twelve months. After that, we may need to raise additional funds in the future, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all.all, particularly during times of market volatility, changes in the interest rate environment, and general economic instability. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the per share value of our ordinary shares could decline. Furthermore, if we engage in debt financing, the holders of debt would have priority over the holders of our ordinary shares, and we may be required to accept terms that restrict our ability to incur additional indebtedness. We may also be required to take other actions that would otherwise be in the interests of the debt holders and force us to maintain specified liquidity or other ratios, any of which could harm our business, results of operations, and financial condition. If we need additional capital and cannot raise it on acceptable terms, we may not be able, to, among other things:actions, to:
develop or enhance our products;
continue to expand our sales and marketing and research and development organizations;
acquire complementary technologies, products or businesses;
expand operations in the United States or internationally;
hire, train, and retain employees; or
respond to competitive pressures or unanticipated working capital requirements.
Our failure to have sufficient capital to do any of these things could harm our business, financial condition, and results of operations.
Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.
We are subject to the FCPA, the U.K. Bribery Act and other anti-corruption, anti-bribery and anti-money laundering laws in various jurisdictions both domestic and abroad. We leverage channel partners to sell our offerings abroad and use other third parties, including recruiting firms, professional employer organizations, legal, accounting and other professional advisors, and local vendors to meet our needs associated with doing business abroad. We and these third parties may have direct or indirect interactions with officials and employeesOur generation of government agencies, or state-owned or affiliated entities, and we may be held liable for the corrupt or other illegal activities of our channel partners and third-party representatives, as well as our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. While we have policies and procedures to address compliance with such laws, we cannot assure you that the channel partners, third-party representatives, our employees, contractors or agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Any violation of the FCPA, U.K. Bribery Act or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, all of which may have an adverse effect on our reputation, business, operating results and prospects.
Aa portion of our revenue is generated by sales to government entities which are subjectsubjects us to a number of challenges and risks.
Sales to government entities are subject to a number of risks. Selling to government entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government certification and security requirements for products like ours may change, thereby restricting our ability to sell into the U.S. federal government sector, U.S. state government sector, or non-U.S. government sectors of countries other than the United States until we have attainedobtained the revised certification. Government demandcertification or met the changed security requirements. If we are unable to timely meet such requirements, our ability to compete for and payment for our offeringsretain federal government contracts may be affected by public sector budgetary cyclesdiminished, which could adversely affect our business, results of operations and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our offerings. Sales to U.S. federal government agencies, including classified contracts, are subject to complex federal regulations. Failure to comply with such regulations could result in contract terminations or other adverse consequences, including but not limited to adversely affecting our eligibility to sell to U.S. federal government agencies in the future. Additionally, we rely on certain partners to provide technical support services to certain of our government entity customers to resolve any issues relating to our products.financial condition.
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If our partners do not effectively assist our government entity customers in deploying our products, succeed in helping our government entity customers quickly resolve post-deployment issues, or provide effective ongoing support, our ability to sell additional offerings to new and existing government entity customers would be adversely affected and our reputation could be damaged.
Government entities may have statutory, contractual, or other legal rights to terminate contracts with us or our channel partners for convenience or due to a default, and any such termination may adversely affect our future results of operations. Governments routinely investigateGovernment demand and auditpayment for our offerings may be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our offerings or exercise of options under multi-year contracts. Contracts with government agencies, including classified contracts, are subject to extensive, evolving and sometimes complex regulations, as well as audits and reviews of contractors’ administrative processes and anyother contract related compliance obligations. Breaches of government contracts, failure to comply with applicable regulations or unfavorable auditfindings from government audits or reviews could result in contract terminations, reputational harm or other adverse consequences, including but not limited to ineligibility to sell to government agencies in the future, the government refusing to continue buying our subscriptions, a reduction of revenue, or fines or civil or criminal liability, if the audit uncovers improper or illegal activities, which could adversely affect our results of operations in a material way.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could expose us to greater than anticipated tax liabilities.
Our income tax obligations are based in part on our corporate structure and intercompany arrangements, including the manner in which we develop, value, and use our intellectual property and the valuations of our intercompany transactions. The tax laws applicable to our business, including the laws of the Netherlands, the United States and other jurisdictions, are subject to change and interpretation,interpretation. Any new legislation or interpretations of existing legislation could impact our tax obligations in countries where we do business or cause us to change the way we operate our business and certainresult in increased taxation of our international earnings.
For example, the Organisation for Economic Co-operation and Development (“OECD”)/G20 Inclusive Framework has been working on addressing the tax challenges arising from the digitalization of the economy, including by releasing the OECD’s Pillar One and Pillar Two blueprints on October 12, 2020. Pillar One refers to the re-allocation of taxing rights to jurisdictions may aggressively interpret theirwhere sustained and significant business is conducted, regardless of a physical presence, while Pillar Two establishes a minimum tax to be paid by multinational enterprises. On December 15, 2022, the Council of the EU formally adopted Directive (EU) 2022/2523 (the “Pillar Two Directive”) to achieve a coordinated implementation of Pillar Two in EU Member States consistent with EU law. On May 31, 2023, the Dutch State Secretary of Finance submitted a proposal of law for the Minimum Tax Rate Act 2024 (Wet minimumbelasting 2024) to Dutch parliament, which would effectively implement the Pillar Two initiative in Dutch law, with an effective date of December 31, 2023. This measure will ensure that multinational enterprises that are within the scope of the Pillar Two rules will always be subject to a corporation tax rate of at least 15%. The proposal of law is subject to amendment during the course of the legislative process and needs to be approved by both chambers of the Dutch parliament before it can enter into force. We do not currently believe that, if enacted, the Minimum Tax Rate Act 2024 will have a material adverse effect on our financial results.
In 2022, the United States enacted legislation implementing several changes to U.S. tax laws, including a 15% corporate alternative minimum tax on applicable corporations with an average adjusted financial statement income (AFSI) in an effortexcess of $1 billion for any three consecutive years preceding the tax year at issue. In addition, on January 1, 2022, a provision of the Tax Cuts and Jobs Act of 2017 went into effect that eliminates the option to raise additionaldeduct domestic research and development costs in the year incurred and instead requires taxpayers to amortize such costs over five years. Once we have taxable profits in the United States, these provisions are not expected to materially affect our cash flows or deferred tax revenue. assets.
The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, which could increase our worldwide effective tax rate and harm our financial position and results of operations. Tax authorities examine and may audit our income tax returns and other non-income tax returns, such as payroll, sales, value-added, net worth or franchise, property, goods and services, and excise taxes, in both the United States and foreign jurisdictions. It is possible that tax authorities may disagree with certain positions we have taken, and any adverse outcome of such a review or audit could have a negative effect on our financial position and results of operations. Further, the determination of our worldwide provision for, or benefit from, income taxes and other tax liabilities requires significant judgment by management, and there are transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial results in the period or periods for which such determination is made.
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Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions andunder which we could be obligated to pay additional taxes, which would harm our results of operations.
Based on our current corporate structure, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. In addition, the authorities in the jurisdictions in which we operate could review our tax returns or require us to file tax returns in jurisdictions in which we aredo not currently filing,otherwise file such returns, and could impose additional tax, interest and penalties. These authorities could also claim that various withholding requirements apply to us or our subsidiaries, assert that benefits of tax treaties are not available to us or our subsidiaries, or challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing. The relevant taxing authorities may determine that the manner in which we operate our business does not achieve the intended tax consequences. If such a disagreement waswere to occur, and our position waswere not sustained, we could be required to pay additional taxes, and interest and penalties. Additionally, the distributed nature of our workforce on employee locations may increase the probability of payroll tax audits. Any increase in the amount of taxes we pay or that are imposed on us could increase our worldwide effective tax rate and harm our business and results of operations.
Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.
As of April 30, 2020 and 2019,2023, we had net operating loss carryforwards in various jurisdictions(“NOL”) for Netherlands, United States (federal and state, respectively) and United Kingdom income tax purposes of $1.3$1.0 billion, $973.4 million, $665.0 million and $485.7$74.5 million, respectively, which may be utilized against future income taxes. Limitations imposed by the applicable jurisdictions on our ability to utilize net operating loss carryforwardsNOLs could cause income taxes to be paid earlier than would be paid if such limitations were not in effect and could cause such net operating loss carryforwardsNOLs to expire unused, in each case reducing or eliminating the benefit of such net operating loss carryforwards.NOLs. Furthermore, we may not be able to generate sufficient taxable income to utilize our net operating loss carryforwardsNOLs before they expire. If any of these events occur, we may not derive some or all of the expected benefits from our net operating loss carryforwards.NOLs.
Catastrophic events, or man-made problems such as terrorism, may disrupt our business.
A significant natural disaster, such as an earthquake, fire, flood, or significant power outage could have an adverse impact on our business, results of operations, and financial condition. We have a number of our employees and executive officers located in the San Francisco Bay Area, a region known for seismic activity. In the event our or our partners' abilities are hindered by any of the events discussed above, sales could be delayed, resulting in missed financial targets for a particular quarter. In addition, acts of terrorism, other geo-political unrest or health issues, such as an outbreak of pandemic or epidemic diseases, such as the COVID-19 pandemic, or fear of such events, could cause disruptions in our business or the business of our partners, customers or the economy as a whole. Any disruption in the business of our partners or customers that affects sales in
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a given fiscal quarter could have a significant adverse impact on our quarterly results for that and future quarters. For example, the full extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. In addition, the COVID-19 pandemic has adversely affected the economies of many countries, resulting in economic downturns that could affect demand for our products and likely impact our operating results. All of the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate. See the risk factor entitled “The ongoing COVID-19 pandemic could harm our business and results of operations.”
We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.
A portion of our subscriptions are generated and operating expenses are incurred outside the United States and denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates. The strengthening of the U.S. dollar increases the real cost of our offerings to our customers outside of the United States, leading to delays in the purchase of our offerings and the lengthening of our sales cycle. If the U.S. dollar continues to strengthen, this could adversely affect our financial condition and results of operations. In addition, increased international sales in the future, including through our channel partners, may result in greater foreign currency denominated sales, increasing our foreign currency risk. Moreover, operating expenses incurred outside the United States and denominated in foreign currencies are increasing and are subject to fluctuations due to changes in foreign currency exchange rates. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations could be adversely affected. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure, which could adversely affect our financial condition and results of operations.
Seasonality may cause fluctuations in our sales and results of operations.
Historically, we have experienced quarterly fluctuations and seasonality in our sales and results of operations based on the timing of enteringour entry into agreements with new and existing customers and the mix between annual and monthly contracts entered in each reporting period. Trends in our business, financial condition, results of operations and cash flows are impacted by seasonality in our sales cycle, which generally reflects a trend totoward greater sales in our second and fourth quarters and lower sales in our first and third quarters, though we believe this trend has been somewhat masked by our overall growth. We expect that this seasonality will continue to affect our results of operations in the future, and might become more pronounced as we continue to target larger enterprise customers.
Risks Related to Regulatory Matters
We are subject to governmental export and import controls and economic sanctions programs that could impair our ability to compete in international markets or subject us to liability if we violate these controls.
Our software and services, in some cases, are subject to U.S. export control laws and regulations including the Export Administration Regulations (“EAR”), and trade and economic sanctions maintained by OFAC as well as similar laws and regulations in the countries in which we do business. As such, an export license may be required to export or re-export our software and services to, or import our software and services into, certain countries and to certain end-users or for certain end-uses. If we were to fail to comply with such U.S. and foreign export control laws and regulations, trade and economic sanctions, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our estimatesexport or judgments relatingimport privileges. Obtaining the necessary export license for a particular sale or offering may not be possible and may be time-consuming and may result in the delay or loss of sales opportunities. Furthermore, export control laws and economic sanctions in many cases prohibit the export of software and services to certain embargoed or sanctioned countries, governments and persons, as well as for prohibited end-uses. Monitoring and ensuring compliance with these complex U.S. export control laws involves uncertainties because our critical accounting policiesofferings are widely distributed throughout the world, and information available on the users of these offerings is, in some cases, limited. Even though we take precautions to ensure that we and our partners comply with all relevant export control laws and regulations, any failure by us or our partners to comply with such laws and regulations could have negative consequences for us, including reputational harm, government investigations and penalties.
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Various countries have enacted laws that could limit our ability to distribute our products and services or could limit our end customers’ ability to implement our products in those countries based on assumptions that changeencryption in our offerings. Changes in our products or provechanges in export and import regulations in such countries may create delays in the introduction of our products and services into international markets, prevent our end customers with international operations from deploying our products globally or, in some cases, prevent or delay the export or import of our products and services to be incorrect,certain countries, governments or persons altogether. Reduced use of our results ofproducts and services by, or decreased ability by us to export or sell our products to, existing or potential end customers with international operations could fall below expectations of securities analysts and investors, resultingresult from changes in a declineexport or import laws or regulations, economic sanctions or related legislation; shifts in the trading priceenforcement or scope of existing export, import or sanctions laws or regulations; or changes in the countries, governments, persons, or technologies targeted by such export, import or sanctions laws or regulations.
Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.
We are required to comply with the FCPA, the U.K. Bribery Act and other anti-bribery, anti-corruption, and anti-money laundering laws in various U.S. and non-U.S. jurisdictions. We are subject to compliance risks as a result of our ordinary shares.
The preparationuse of financial statementschannel partners to sell our offerings abroad and our use of other third parties, including recruiting firms, professional employer organizations, legal, accounting and other professional advisors, and local vendors to meet our needs in conformityinternational markets. We and these third parties may have direct or indirect interactions with GAAP requires managementofficials and employees of government agencies, or state-owned or affiliated entities, and we may be held liable for the corrupt or other illegal activities of our channel partners and third-party representatives, as well as our employees, representatives, contractors, partners, and agents, even if we do not authorize such activities. While we have policies and procedures to make estimatesaddress compliance with such laws, our channel partners, third-party representatives, employees, contractors or agents may take actions in violation of our policies and assumptions that affectapplicable law, for which we may be ultimately held responsible. Any violation of the amounts reportedFCPA, U.K. Bribery Act or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysiswhistleblower complaints, adverse media coverage, investigations, loss of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K, the resultsexport privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, all of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue,may have an adverse effect on our reputation, business, operating results and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our ordinary shares. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, measurement of stock-based compensation expense, accounting of intangible assets, goodwill impairment test, and accounting for income taxes including deferred tax assets and liabilities.prospects.

Risks Related to Ownership of our Ordinary Shares
The market price for our ordinary shares has been and is likely to continue to be volatile or may decline regardless of our operating performance.
The stock markets, and securities of technology companies in particular, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In particular, stock prices of companies with significant operating losses have recently declined significantly, and in many instances more significantly than stock prices of companies with operating profits. The economic impact and uncertainty of changes in the ongoing COVID-19 pandemicinflation, interest and macroeconomic environments, and Russia’s invasion of Ukraine have exacerbated this volatility in both the overall stock markets and the market price of our ordinary shares. A significant decline in the price of our shares could have an adverse impact on investor confidence and employee retention. In the past, shareholders have
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instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, itour involvement could subject us to substantial costs, divert resources and the attention of management from our businessoperations and adversely affect our business. The market price of our ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
actual or anticipated changes or fluctuations in our operating results;
the financial projectionsforecasts we may provide to the public, any changes in these projections or our failure to meet these projections;
announcements by us or our competitors of new offerings or new or terminated significant contracts, commercial relationships or capital commitments;
industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC;
rumors and market speculation involving us or other companies in our industry;
a gain or loss of investor confidence in the market for technology stocks or the stock market in general;
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future sales or expected future sales of our ordinary shares;
investor perceptions of us, the benefits of our offerings and the industries in which we operate;
price and volume fluctuations in the overall stock market from time to time;
changes in operating performance and/or stock market valuations of other technology companies generally, or those in our industry in particular;
failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary rights;
announced or completed acquisitions of businesses or technologies by us or our competitors, including our acquisition of Endgame;competitors;
breaches of, or failures relating to, privacy, data protection or information security;
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
any major changes in our management or our board of directors, particularly with respect to Mr. Banon;directors;
general economic conditions and slow or negative growth of our markets, including as a result of Russia’s invasion of Ukraine, and the COVID-19 pandemic;general inflation and interest rate environments; and
other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which would cause our stock price to decline.
We have provided and may continue to provide guidance and other expectations regarding our future performance in our quarterly and annual earnings conference calls, quarterly and annual earnings releases, or other public disclosures. Guidance, as well as other expectations, are forward-looking and represent our management’s estimates as of the date of release and are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies on our business, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. Furthermore, analysts and investors may develop and publish their own forecasts concerning our financial results, which may form a consensus about our future performance. Our actual business results may vary significantly from such guidance or other expectations or that consensus due to a number of factors, many of which are outside of our control, including due to the global economic uncertainty and financial market conditions caused by the current macroeconomic environment, and which could adversely affect our business and future operating results. Furthermore, if we make downward revisions of our previously announced guidance or other expectations, if we withdraw our previously announced guidance or other expectations, or if our publicly announced guidance or other expectations of future operating results fail to meet expectations of securities analysts, investors or other interested parties, the price of our ordinary shares could decline. In light of the foregoing, investors should not rely upon our guidance or other expectations in making an investment decision regarding our ordinary shares.
Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section in this report could result in the actual operating results being different from our guidance or other expectations, and the differences may be adverse and material.
The concentration of our share ownership with insiders will likely limit your ability to influence corporate matters, including the ability to influence the outcome of director elections and other matters requiring shareholder approval.
Our executive officers and directors together beneficially owned 28%own a significant amount of our outstanding ordinary shares outstanding as of April 30, 2020.shares. As a result, these shareholders, acting together, will have significant influence over matters that require approval by our shareholders, including matters such as adoption of the financial statements, declarations of dividends, the appointment and dismissal of directors, capital increases, amendment to our articles of association and approval of significant corporate transactions. Corporate action might be taken even if other shareholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of us that other shareholders may view as beneficial.
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The issuance of additional shares in connection with financings, acquisitions, investments, our shareequity incentive plans or otherwise will dilute all other shareholders.
Our articles of association authorize us to issue up to 165 million ordinary shares and up to 165 million preference shares with such rights and preferences as included in our articles of association. On September 28, 2018, our extraordinary general meeting of shareholders (the “2018 Extraordinary Meeting”) empowered our board of directors to issue ordinary shares
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and preference shares up to our authorized share capital for a period of five years from October 10, 2018. Subject to compliance with applicable rules and regulations, we may issue ordinary shares or securities convertible into ordinary shares from time to time in connection with a financing, acquisition, investment, our shareequity incentive plans or otherwise. Any such issuance could result in substantial dilution to our existing shareholders unless pre-emptive rights exist and cause the market price of our ordinary shares to decline.
Certain holders of our ordinary shares may not be able to exercise pre-emptive rights and as a result may experience substantial dilution upon future issuances of ordinary shares.
Holders of our ordinary shares in principle have a pro rata pre-emptive right with respect to any issue of ordinary shares or the granting of rights to subscribe for ordinary shares, unless Dutch law or our articles of association state otherwise or unless explicitly provided otherwise in a resolution by our general meeting of shareholders (the “General Meeting”), or—if authorized by the annual General Meeting or an extraordinary General Meeting—by a resolution of our board of directors. Our 2018 Extraordinary Meeting has empowered our board of directors to limit or exclude pre-emptive rights on ordinary shares for a period of five years from October 10, 2018, which could cause existing shareholders to experience substantial dilution of their interest in us.
Pre-emptive rights do not exist with respect to the issue of preference shares and holders of preference shares, if any, have no pre-emptive right to acquire newly issued ordinary shares. Also, pre-emptive rights do not exist with respect to the issue of shares or grant of rights to subscribe for shares to our employees of the company or contributions in kind.
Sales of substantial amounts of our ordinary shares in the public markets, or the perception that they might occur, could reduce the price that our ordinary shares might otherwise attain.
Sales of a substantial number of shares of our ordinary shares in the public market, particularly sales by our directors, executive officers and significant shareholders, or the perception that these sales could occur, could adversely affect the market price of our ordinary shares and may make it more difficult for you to sell your ordinary shares at a time and price that you deem appropriate.
In addition, holdersHolders of an aggregate of 20,263,69117,356,912 ordinary shares, based on shares outstanding as of April 30, 2020,2023, are entitled to rights with respect to registration of these shares under the Securities Act pursuant to our amended and restated investors’ rights agreement, dated July 19, 2016. If these holders of our ordinary shares, by exercising their registration rights, sell a large number of shares, theysuch sales could adversely affect the market price for our ordinary shares. We have also registeredfiled, and may file in the offer and sale offuture, registration statements on Form S-8 under the Securities Act registering all ordinary shares that we may issue under our equity compensation plan,plans, which may in turn be sold and may adversely affect the market price for our ordinary shares.
Certain anti-takeover provisions in our articles of association and under Dutch law may prevent or could make an acquisition of our company more difficult, limit attempts by our shareholders to replace or remove members of our board of directors and may adversely affect the market price of our ordinary shares.
Our articles of association contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for shareholders to appoint directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:
the staggered three-year terms of the members of our board of directors, as a result of which only approximately one-third of the members of our board of directors may be subject to election in any one year;
a provision that the members of our board of directors may only be removed by a General Meeting by a two-thirds majority of votes cast representing at least 50% of our issued share capital if such removal is not proposed by our board of directors;
a provision that the members of our board of directors may only be appointed upon binding nomination of the board of directors, which can only be overruled with a two-thirds majority of votes cast representing at least 50% of our issued share capital;
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the inclusion of a class of preference shares in our authorized share capital that may be issued by our board of directors, in such a manner as to dilute the interest of shareholders, including any potential acquirer or activist shareholder, in order to delay or discourage any potential unsolicited offer or shareholder activism;
requirements that certain matters, including an amendment of our articles of association, may only be brought to our shareholders for a vote upon a proposal by our board of directors; and
minimum shareholding thresholds, based on nominal value, for shareholders to call General Meetings of our Shareholdersshareholders or to add items to the agenda for those meetings.
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We are subject to the Dutch Corporate Governance Code but do not comply with all the suggested governance provisions of the Dutch Corporate Governance Code. ThisCode, which may affect your rights as a shareholder.
As a Dutch company, we are subject to the Dutch Corporate Governance Code (“DCGC”). The DCGC contains both principles and suggested governance provisions for management boards, supervisory boards, shareholders and general meetings, financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, public companies are required to disclose in their annual reports, filed in the Netherlands, whether they comply with the suggested governance provisions of the DCGC. If they do not comply with those provisions (e.g., because of a conflicting requirement), the company iscompanies are required to give the reasons for such noncompliance. The DCGC applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere, including the NYSE.New York Stock Exchange (“NYSE”). The principles and suggested governance provisions apply to our board of directors (in relation to role and composition, conflicts of interest and independency requirements, board committees and remuneration), shareholders and the General Meeting (for example, regarding anti-takeover protection and our obligations to provide information to our shareholders) and financial reporting (such as external auditor and internal audit requirements). We comply with all applicable provisions of the DCGC except where such provisions conflict with U.S. exchange listing requirements or with market practices in the United States or the Netherlands. This may affect your rights as a shareholder, and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the suggested governance provisions of the DCGC.
We do not intend to pay dividends in the foreseeable future. As a result,future, so your ability to achieve a return on your investment will depend on appreciation in the price of our ordinary shares.
We have never declared or paid any cash dividends on our shares. 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 ordinary shares in the foreseeable future. Were this position to change, payment of future dividends may be made only if our equity exceeds the amount of the paid-in and called-up part of the issued share capital, increased by the reserves required to be maintained by Dutch law or by our articles of association. Accordingly, investors must rely on sales of their ordinary shares after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our ordinary shares, our share price and trading volume could decline.
The trading market for our ordinary shares is influenced by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts, or the content and opinions included in their reports. If any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding our company, our stock price would likely decline. In addition, the stock prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts or public investors. If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public investors, our stock price may decline. Further, analysts could downgrade our ordinary shares or publish unfavorable research about us. If one or more of the analysts who cover our company ceases to cover us, or fails to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause our stock price or trading volume to decline.
The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
As a public company, we are subject to the reporting and corporate governance requirements of the Exchange Act, the listing requirements of the NYSE and other applicable securities rules and regulations, including the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Compliance with these rules and regulations has increased, and we expect will continue increasing our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly as we are no longer an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012 ("JOBS Act").
Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations, and the Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight is required. As a result, management’s attention may be diverted from other business concerns, which could harm our business, financial condition, results of operations and prospects. Although we have already hired additional personnel to help comply with these requirements, we may need to further expand our legal and finance departments in the future or hire outside consultants, which will increase our costs and expenses.
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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 resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expense 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, regulatory authorities may initiate legal proceedings against us and our business and prospects may be harmed. As a result of disclosure of information in the filings required of a public company and in this Annual Report on Form 10-K, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, financial condition, results of operations and prospects could be materially harmed, 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 materially harm our business, financial condition, results of operations and prospects.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ordinary shares may, therefore, be adversely affected.
As a public company in the United States, we are subject to the Sarbanes-Oxley Act, which requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. For example, since our IPO, we have hired additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to assist in our compliance efforts. In addition, effective April 30, 2020, we are no longer an “emerging growth company,” as defined in the JOBS Act, and therefore we are required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We have incurred and expect to continue to incur significant expenses and devote substantial management effort toward compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. To assist us in complying with these requirements we may need to hire more employees in the future, or engage outside consultants, which will increase our operating expenses.
Despite significant investment, our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to implement or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that are required to be included in our periodic reports that we file with the SEC.
Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, subject us to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, and would likely cause the trading price of our ordinary shares to decline.
Claims of U.S. civil liabilities may not be enforceable against us.
We are incorporated under the laws of the Netherlands and substantial portions of our assets are located outside of the United States. In addition, one membertwo members of our board of directors and certain experts named hereinin our filings with the SEC reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such other persons residing outside the United States, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, rights predicated upon the U.S. federal securities laws.
There is no treaty between the United States and the Netherlands for the mutual recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be enforceable in the Netherlands unless the underlying claim is re-litigated before a Dutch court of competent jurisdiction. In such proceedings, however, a Dutch court may be expected to recognize the binding effect of a judgment of a federal or state court in the United States without re-examination of the substantive matters adjudicated thereby, if (i) the
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jurisdiction of the U.S. federal or state court has been based on internationally accepted principles of private international law, (ii) that judgment resulted from legal proceedings compatible with Dutch notions of due process, (iii) that judgment does not contravene public policy of the Netherlands and (iv) that judgment is not incompatible with (x) an earlier judgment of a Dutch court between the same parties, or (y) an earlier judgment of a foreign court between the same parties in a dispute regarding the same subject and based on the same cause, if that earlier foreign judgment is recognizable in the Netherlands.
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Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce against us or members of our board of directors, officers or certain experts named hereinin our filings with the SEC, who are residents of the Netherlands or countries other than the United States, any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws.
In addition, there can be no assurance that a Dutch court would impose civil liability on us, the members of our board of directors, our officers or certain experts named hereinin our filings with the SEC in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in the Netherlands against us or such members, officers or experts, respectively.experts.
U.S. holders ofpersons who hold our ordinary shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company.
A non-U.S. corporation will generally be considered a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes, in any taxable year if either (1)(i) at least 75% of its gross income for such year is passive income or (2)(ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets that produce or are held for the production of passive income.income (“the PFIC asset test”). For purposes of the PFIC asset test, the value of our assets will generally be determined by reference to our market capitalization. Based on our past and current projections of our income and assets, we do not expect to be a PFIC for the current taxable year or for the foreseeable future. Nevertheless, a separate factual determination as to whether we are or have become a PFIC must be made each year (after the close of such year). Since our projections may differ from our actual business results and our market capitalization and value of our assets may fluctuate, we cannot assure you that we will not be or become a PFIC in the current taxable year or any future taxable year. If we are a PFIC for any taxable year during which a U.S. holderperson (as defined in “Material U.S. Federal Income Tax Considerations”)Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) holds our ordinary shares, thesuch U.S. holderperson may be subject to adverse tax consequences. Each U.S. holderperson who holds our ordinary shares is strongly urged to consult his, her or its tax advisor regarding the application of these rules and the availability of any potential elections.
If a U.S. holderperson is treated as owning at least 10% of our ordinary shares, such holderU.S. person may be subject to adverse U.S. federal income tax consequences.
If a U.S. holderperson is treated as owning (directly, indirectly, or constructively) at least 10% of the value ortotal combined voting power of our ordinaryshares, or of the total value of our shares, such holdershareholder may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group (if any). Under changes implemented by the Tax Cuts and Jobs Act, becauseBecause our group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as controlled foreign corporations (regardless of whether we are treated as a controlled foreign corporation). A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any investor is treated as a United States shareholder with respect to any such controlled foreign corporation or furnish to any investor who may be a United States shareholder information that may be necessary to comply with the aforementioned reporting and tax paying obligations. Failure to comply with these reporting obligations may subject a U.S. holdershareholder who is a United States shareholder to significant monetary penalties and may prevent from starting the statute of limitations with respect to such holder’sshareholder’s U.S. federal income tax return for the year for which reporting was due. A U.S. holderperson should consult its advisors regarding the potential application of these rules to an investment in our ordinary shares.
We may not be able to make distributions or repurchase shares without subjecting our shareholders to Dutch withholding tax, and dividends distributed on our ordinary shares to certain related parties in low-tax jurisdictions might in the future become subject to an additional Dutch withholding tax.
We have not paid a dividend on our ordinary shares in the past and we do not intend to pay any dividends to holders of our ordinary shares in the foreseeable future. See “We do not intend to pay dividends in the foreseeable future, so your ability to achieve a return on your investment will depend on appreciation in the price of our ordinary shares.” However, if we ever do pay dividends or repurchase shares, then under current Dutch tax law, the dividend paid or repurchase price paid may be subject to Dutch dividend withholding tax may be levied on dividends and similar distributions made by us to our shareholders at the statutorya rate of 15%. If dividend distributions are structured as under the Dutch Dividend Withholding Tax Act (Wet op de dividendbelasting 1965, “Regular Dividend Withholding Tax”), unless a repaymentdomestic or treaty exemption applies.
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The Dutch parliament has adopted a repurchaseproposal of shares, Dutchlaw pursuant to which an alternative withholding tax may still be due at 15%. Such repayment of capital or repurchase of shares(“Alternative Withholding Tax”) will be exempt fromimposed on dividends paid to related entities in designated low-tax jurisdictions, effective January 1, 2024. An entity is considered related if (i) it has a “Qualifying Interest” in our company, (ii) our company has a “Qualifying Interest” in the entity holding the ordinary shares, or (iii) a third party has a "Qualifying Interest" in both our company and the entity holding the ordinary shares. The term “Qualifying Interest” means a direct or indirectly held interest either by an entity individually or jointly if an entity is part of a collaborating group (samenwerkende groep) that enables such entity or such collaborating group to exercise a definite influence over another entity’s decisions, such as our company or an entity holding ordinary shares, as the case may be, and allows it to determine the other entity’s activities. The Alternative Withholding Tax will be imposed at the highest Dutch corporate income tax rate in effect at the time of the distribution (currently 25.8%). The Alternative Withholding Tax will be reduced, but not below zero, with any Regular Dividend Withholding Tax imposed on distributions. Based on currently applicable rates, the overall effective rate of withholding of Regular Dividend Withholding Tax and Alternative Withholding Tax will not exceed the highest corporate income tax rate in effect at the time of the distribution (currently 25.8%).
If we cease to be a Dutch tax resident for the purposes of a tax treaty concluded by the Netherlands and in certain other events, we could potentially be subject to a proposed Dutch dividend withholding tax only in limited circumstances.respect of a deemed distribution of our entire market value less paid-up capital.
Under a proposal of law currently pending before the Dutch parliament, the Emergency act conditional exit dividend withholding tax (Spoedwet conditionele eindafrekening dividendbelasting, “DWT Exit Tax”), we will be deemed to have distributed an amount equal to our entire market capitalization less recognized paid-up capital immediately before the occurrence of certain events, including if we cease to be a Dutch tax resident for purposes of a tax treaty concluded by the Netherlands with another jurisdiction and become, for purposes of such tax treaty, exclusively a tax resident of that other jurisdiction which is a qualifying jurisdiction. A qualifying jurisdiction is a jurisdiction other than a member state of the EU/EEA which does not impose a withholding tax on distributions, or that does impose such tax but that grants a step-up for earnings attributable to the period before we become exclusively a resident in such jurisdiction. This deemed distribution will be subject to a 15% tax insofar it exceeds a franchise of EUR 50 million. The tax is payable by us as a withholding agent. A full exemption applies to entities and individuals that are resident in an EU/EEA member state or a state that has concluded a tax treaty with the Netherlands that contains a dividend article, provided we submit a declaration confirming the satisfaction of applicable conditions by qualifying shareholders within one month following the taxable event. We will be deemed to have withheld the tax on the deemed distribution and have a statutory right to recover this from our shareholders. Dutch resident shareholders qualifying for the exemption are entitled to a credit or refund, and non-Dutch resident shareholders qualifying for the exemption are entitled to a refund, subject to applicable statutory limitations, provided the tax has been actually recovered from them.
The DWT Exit Tax has been amended several times since the initial proposal of law and is under ongoing discussion. In addition, a critical reaction from authorities to the latest proposal of law have been published. It is therefore not certain whether the DWT Exit Tax will be enacted and if so, in what form. If enacted in its present form, the DWT Exit Tax will have retroactive effect as from December 8, 2021.
Risks Related to our Outstanding Senior Notes
We have a substantial amount of indebtedness, which could adversely affect our financial condition.
We have a substantial amount of indebtedness and we may incur additional indebtedness in the future. As of April 30, 2023, we had $575.0 million aggregate principal amount of Senior Notes outstanding. Our indebtedness could have important consequences, including:
limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;
requiring a portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; and
increasing our cost of borrowing.
In addition, the indenture that governs the Senior Notes contains restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our indebtedness.
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We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and results of operations, which in turn are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, which could have a material adverse effect on our business, results of operations and financial condition.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on, among other factors, the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments and the indenture that governs the Senior Notes may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Any of these circumstances could have a material adverse effect on our business, results of operations and financial condition.
Further, any future credit facility or other debt instrument may contain provisions that will restrict our ability to dispose of assets and use the proceeds from any such disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations and any such failure to meet our scheduled debt service obligations could have a material adverse effect on our business, results of operations and financial condition.
The indenture that governs the Senior Notes contains, and any of our future debt instruments may contain, terms which restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
The indenture that governs the Senior Notes contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including, among other things, restrictions on our ability to:
create liens on certain assets to secure debt;
grant a subsidiary guarantee of certain debt without also providing a guarantee of the Senior Notes; and
consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person.
The covenants in the indenture that governs the Senior Notes are subject to important exceptions and qualifications described in such indenture.
As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants and may require us to maintain specified financial ratios and satisfy other financial condition tests. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from the relevant lenders and/or amend the covenants.
Our failure to comply with the restrictive covenants described above and/or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. As a result, our failure to comply with such restrictive covenants could have a material adverse effect on our business, results of operations and financial condition.
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We may be required to repurchase some of the Senior Notes upon a change of control triggering event.
Holders of the Senior Notes can require us to repurchase the Senior Notes upon a change of control (as defined in the indenture governing the Senior Notes) at a repurchase price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest to, but excluding, the applicable repurchase date. Our ability to repurchase the Senior Notes may be limited by law or the terms of other agreements relating to our indebtedness. In addition, we may not have sufficient funds to repurchase the Senior Notes or have the ability to arrange necessary financing on acceptable terms, if at all. A change of control may also constitute a default under, or result in the acceleration of the maturity of, our other then-existing indebtedness. Our failure to repurchase the Senior Notes would result in a default under the Senior Notes, which may result in the acceleration of the Senior Notes and other then-existing indebtedness. We may not have sufficient funds to make any payments triggered by such acceleration, which could result in foreclosure proceedings and our seeking protection under the U.S. bankruptcy code.

General Risk Factors
We may not benefit from our acquisition strategy.
As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies to augment our existing business. We may not be able to identify suitable acquisition candidates or complete such acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals and business strategy, we may be subject to claims or liabilities assumed from an acquired company, product, or technology, and any acquisitions we complete could be viewed negatively by our customers, investors, and securities analysts. In addition, if we are unsuccessful at integrating future acquisitions, or the technologies associated with such acquisitions, into our company, the revenue and results of operations of the combined company could be adversely affected. Any integration process may require significant time and resources, which may disrupt our ongoing business and divert management’s attention from operations, and we may not be able to manage the integration process successfully. We may not successfully evaluate or utilize acquired technology or personnel, realize anticipated synergies from acquisitions, or accurately forecast the financial impact of an acquisition transaction and integration of such acquisition, including accounting charges. We may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any future acquisitions, each of which could adversely affect our financial condition or the market price of our ordinary shares. The sale of equity or issuance of equity-linked debt to finance any future acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. We may acquire development stage companies that are not yet profitable, and that require continued investment, thereby reducing our cash available for other corporate purposes. The occurrence of any of these risks could harm our business, results of operations, and financial condition.
Catastrophic events, or man-made events such as terrorism, may disrupt our business.
A significant natural disaster, such as an earthquake, fire, flood, or significant power outage, could have an adverse impact on our business, results of operations, and financial condition. The impact of climate change may increase these risks due to changes in weather patterns, such as increases in storm intensity, sea-level rise, melting of permafrost and temperature extremes in areas where we or our suppliers and customers conduct business. We have a number of our employees and executive officers located in the San Francisco Bay Area, a region that has recently been affected by wildfires and other extreme weather events. If our or our partners’ abilities are hindered by any of the foregoing events, we could experience sales delays, supply chain disruptions, and other negative impacts on our business. In addition, acts of terrorism, acts of war, including Russia’s invasion of Ukraine, other geo-political unrest or health issues, such as an outbreak of pandemic or epidemic diseases, such as the COVID-19 pandemic, or fear of such events, could cause disruptions in our business or the business of our partners, customers or the economy as a whole. Any disruption in the business of our partners or customers that affects sales in a fiscal quarter could have a significant adverse impact on our quarterly results for that and future quarters. All of the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate.
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If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in the trading price of our ordinary shares.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of this Annual Report on Form 10-K, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue, and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our ordinary shares. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition and accounting of intangible assets.
If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our ordinary shares, our share price and trading volume could decline, which could adversely affect our business.
The trading market for our ordinary shares is influenced by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts, or the content and opinions included in their reports. If any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding our company, our stock price would likely decline. Further, investors and analysts may not understand how our consumption-based arrangements differ from a typical subscription-based pricing model. In addition, the stock prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts or public investors. If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public investors, our stock price may decline. Further, analysts could downgrade our ordinary shares or publish unfavorable research about us. If one or more of the analysts who cover our company ceases to cover us, or fails to publish reports on us regularly, our profile in the financial markets could decrease, which in turn could cause our stock price or trading volume to decline and could adversely affect our business.
Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters.
There is an increasing focus from regulators, certain investors, and other stakeholders concerning environmental, social, and governance ("ESG") matters, both in the United States and internationally. In addition, changing laws, regulations and standards relating to ESG matters are evolving, creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. We communicate certain ESG-related initiatives and goals regarding ESG in our annual ESG Report, on our website, in our filings with the SEC, and elsewhere. These initiatives and goals, coupled with the uncertainty regarding compliance with evolving ESG laws, regulations and expectations, could be difficult to achieve and costly to implement. We could fail to achieve, or be perceived to fail to achieve, our ESG-related initiatives and goals. In addition, we could be criticized for the timing, scope or nature of these initiatives and goals, or for any revisions to them. We could be criticized for the accuracy, adequacy, presentation, or completeness of our required and voluntary ESG disclosures, which could impact our brand and reputation. If our ESG practices and disclosures do not meet evolving investor or other stakeholder expectations and societal and regulatory standards, or if we experience an actual or perceived failure to achieve our ESG-related initiatives and goals our ability to attract or retain sales, marketing and other employees, and our attractiveness as an investment or as a business partner could be negatively impacted, which could adversely affect our business.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ordinary shares may decline, which could adversely affect our business.
As a public company in the United States, we are subject to the Sarbanes-Oxley Act, which requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended and anticipate that we will continue to expend significant resources, including accounting-related costs and significant management oversight. We have incurred and expect to continue to incur significant expenses and devote substantial management effort toward compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. To assist us in complying with these requirements, we may need to hire more employees in the future, or engage outside consultants, which will increase our operating expenses.
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Despite significant investment, our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to implement or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that are required to be included in our periodic reports that we file with the SEC.
Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, subject us to sanctions or investigations by the NYSE, the SEC, or other regulatory authorities, and would likely cause the trading price of our ordinary shares to decline, which could adversely affect our business.
Item 1B. Unresolved Staff Comments.
NoneNone.
Item 2. Properties.
As a distributed company, we employ a distributed workforce with offices and employee hubs around the world. The largest of these hubs is located in Mountain View, California, where we lease approximately 40,000 square feet.
All offices are leased and we do not own any real property. We intend to procure additional space in the future as we continue to add employees and expand geographically. We believe that our current facilities are adequate to meet our current needs and that, as we grow,if needed in the future, suitable additional space will be available either to either expand existing offices or hubs or open newoffices or hubs in new locations.
Item 3. Legal Proceedings.Proceedings
The information called forrequired by this Item is incorporated herein by reference to Part II, Item 8. "Financial“Financial Statements and Supplementary Data," Note 7, "Commitments8, “Commitments and Contingencies"Contingencies — Legal Matters” included elsewhere in this Annual Report on Form 10-K.
From time to time, we may be subject to legal proceedings and claims that arise in the ordinary course of business, including patent, commercial, product liability, employment, class action, whistleblower and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. In addition, third parties may from time to time may assert claims against us in the form of letters and other communications. We are not currently a party to any legal proceedings that, if determined adversely to us, would individually or taken together, in our opinion, have a material adverse effect on our business, results of operations, financial condition or cash flows. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, such litigation cancould 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 Ordinary Shares
Our ordinary shares began trading on the NYSE under the symbol “ESTC” on October 5, 2018. Prior to that date, there was no public trading market for our ordinary shares.
Holders of Record
As of June 22, 2020May 31, 2023 there were 10766 shareholders of record of our ordinary shares. Because manyThe number of such holders does not include beneficial owners of our ordinary shares that are held of record by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.such beneficial owners.
Dividend Policy
We have never declared or paid any dividends on our ordinary shares, and we do not anticipate declaring or paying dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.
Stock Performance Graph
This performance graph shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our filings under the Securities Act.
The graph below compares the cumulative total shareholder return on our ordinary shares with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index. The graph assumes $100 was invested at the market close on October 5, 2018, which was our initial trading day, in our ordinary shares. Data for the S&P 500 Index and the S&P 500 Information Technology Index assume reinvestment of dividends. OurThe offering price of our ordinary shares in our IPO,initial public offering, which had a closing stock price of $70.00 on October 5, 2018, was $36.00 per share.
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The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our ordinary shares.
estc-20200430_g1.jpg778
This performance graph shall not be deemed "soliciting material"“soliciting material” or to be "filed"“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 antany filing ofby Elastic N.V. under the Securities Act or the Exchange Act.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. Selected Financial Data.
The following selected consolidated financial data should be read in conjunction with Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes included in Part II, Item 8, Financial Statements, of this Annual Report on Form 10-K. The selected consolidated statements of operations data presented below for the years ended April 30, 2020, 2019 and 2018 and the consolidated balance sheet data as of April 30, 2020 and 2019 are derived from our audited consolidated financial statements that are included elsewhere in this Annual Report on Form 10-K. The consolidated balance sheet data as of April 30, 2018 is derived from our audited consolidated financial statements not included in this Annual Report on Form 10-K. 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 Annual Report on Form 10-K. Our historical results are not necessarily indicative of our future results.[Reserved]
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Consolidated Statements of Operations:
Year Ended April 30,
202020192018
(in thousands)
Revenue
License - self-managed$53,536  $39,474  $25,759  
Subscription - self-managed and SaaS338,634  208,780  123,623  
Total subscription revenue392,170  248,254  149,382  
Professional services35,450  23,399  10,553  
Total revenue427,620  271,653  159,935  
Cost of revenue (1)(2)(3)
Cost of license - self-managed948  387  387  
Cost of subscription - self-managed and SaaS84,819  53,560  27,920  
Total cost of revenue - subscription85,767  53,947  28,307  
Cost of professional services36,923  24,063  12,433  
Total cost of revenue122,690  78,010  40,740  
Gross profit304,930  193,643  119,195  
Operating expenses (1)(2)(3)(4)
Research and development165,370  101,167  55,641  
Sales and marketing219,040  147,296  82,606  
General and administrative91,625  46,536  28,942  
Total operating expenses476,035  294,999  167,189  
Operating loss (1)(2)(3)(4)
(171,105) (101,356) (47,994) 
Other income (expense), net1,963  3,441  (1,357) 
Loss before income taxes(169,142) (97,915) (49,351) 
Provision for (benefit from) income taxes(1,968) 4,388  3,376  
Net loss$(167,174) $(102,303) $(52,727) 
Net loss per share attributable to ordinary shareholders, basic and diluted$(2.12) $(1.86) $(1.65) 
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted78,799,732  54,893,365  32,033,792  
(1) Includes stock-based compensation expense as follows:
Year Ended April 30,
202020192018
(in thousands)
Cost of Revenue
Cost of subscription - self managed and SaaS$4,147  $3,383  $699  
Cost of professional services2,980  1,208  329  
Research and development23,621  16,100  5,045  
Sales and marketing19,334  11,996  3,560  
General and administrative9,925  7,255  3,109  
Total stock-based compensation expense$60,007  $39,942  $12,742  
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(2) Includes employer payroll taxes on employee stock transactions as follows (information for fiscal year 2018 is not meaningful):
Year Ended April 30,
202020192018
(in thousands)
Cost of Revenue
Cost of subscription - self managed and SaaS$349  $28  $—  
Cost of professional services178  10  —  
Research and development2,179  939  —  
Sales and marketing3,237  747  —  
General and administrative1,550  90  —  
Total stock-based compensation expense$7,493  $1,814  $—  
(3) Includes amortization of acquired intangibles as follows:
Year Ended April 30,
202020192018
(in thousands)
Cost of Revenue
Cost of license - self-managed$948  $387  $387  
Cost of subscription - self-managed and SaaS5,820  2,421  1,521  
Sales and marketing3,300  148  119  
Total amortization of acquired intangibles$10,068  $2,956  $2,027  
(4) Includes acquisition-related expenses as follows:
Year Ended April 30,
202020192018
(in thousands)
Research and development$34  $689  $655  
Sales and marketing522  —  —  
General and administrative17,418  259  608  
Total acquisition-related expenses$17,974  $948  $1,263  
Consolidated Balance Sheet Data:
As of April 30,
202020192018
(in thousands)
Cash and cash equivalents$297,081  $298,000  $50,941  
Working capital$158,815  $226,061  $7,116  
Total assets$803,911  $485,738  $183,013  
Deferred revenue, current and non-current$259,702  $170,666  $102,561  
Redeemable convertible preference shares$—  $—  $200,921  
Accumulated deficit$(484,251) $(317,077) $(214,774) 
Total shareholders' equity (deficit)$413,647  $263,012  $(153,529) 
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Selected Consolidated Financial Data” and our consolidated financial statements and related notes included elsewhere in Part II, Item 8 of this Annual Report on Form 10-K. As discussed in the section titled "Note“Note Regarding Forward-Looking Statements," the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such difference include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in Part I, Item 1A of this Annual Report on Form 10-K. Our fiscal year end is April 30.
This section of our Annual Report on Form 10-K discusses our financial condition and results of operations for the years ended April 30, 2023 and 2022 and year-to-year comparisons between the years ended April 30, 2023 and 2022. A discussion of our financial condition and results of operations for the year ended April 30, 2021 and year-to-year comparisons between the years ended April 30, 2022 and 2021 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended April 30, 2022, filed with the SEC on June 21, 2022.
Overview
Elastic is a search company. We deliver technology that enables usersdata analytics company built on the power of search. Our platform, which is available as both a hosted, managed service across public clouds as well as self-managed software, allows our customers to search through massivefind insights and drive AI and machine learning use cases from large amounts of structureddata. We offer three search-powered solutions – Search, Observability, and unstructured data for a wide range of consumerSecurity – that are built into the platform. We help organizations, their employees, and enterprise applications. their customers find what they need faster, while keeping mission-critical applications running smoothly, and protecting against cyber threats.
Our primary offeringplatform is built on the Elastic Stack, a powerful set of software products that ingest and store data from any source, and in any format, and perform search, analysis, and visualization in milliseconds or less.of that data. At the core of the Elastic Stack is Elasticsearch - a highly scalable document store and search engine, and the unified data store for all of our solutions and use cases. Our platform also includes the ESRE, which combines advanced AI with Elastic’s text search to give developers a full suite of sophisticated retrieval algorithms and the ability to integrate with large language models. The Elastic Stack is designed for direct usecan be used by developers to power a variety of use cases. We also offer three software solutions – Enterprise Search, Observability, and Security – built on the Elastic Stack. Our solutions are designed to be deployed everywhere: in public or private clouds, in hybrid environments, or in traditional on-premises environments. Our products are used by individual developers and organizations of all sizes across a wide range of industries.
Elasticsearch is the heart of the Elastic Stack. It is a distributed, real-time search and analytics engine and datastoredata store for exploring all types of data, including textual, numerical, geospatial, structured, and unstructured. The first
We make our platform available as a hosted, managed service across major cloud providers. Customers can also deploy our platform across hybrid clouds, public releaseor private clouds, and multi-cloud environments. As digital transformation drives mission critical business functions to the cloud, we believe that every company will need to build around a search-based relevance engine to find the answers that matter, from all of Elasticsearch wastheir data, in 2010 by our co-founder Shay Banon as an open source project. The Company was formed in 2012. Since then, we have added new products, released new features, acquired companies,real-time, and created new solutions to expand the functionality of our products.at scale.
Our business model is based primarily on a combination of open sourcea paid Elastic-managed hosted service offering and paid and free proprietary self-managed software. We marketOur paid offerings for our platform are sold via subscription through resource-based pricing, and distribute theall customers and users have access to all solutions. In Elastic Stack andCloud, our solutions usingfamily of cloud-based offerings under which we offer our software as a free and open distribution strategy. Developers are ablehosted, managed service, we offer various subscription tiers tied to different features. For users who download our software, directly from our website. Somewe make some of the features of our software can be downloadedavailable for free, allowing us to engage with a broad community of developers and used freepractitioners and introduce them to the value of charge. Others are only available through paid subscriptions, which include access to specific proprietary features and also include support. These paid features can be unlocked without the need to re-deploy the software. There is no free subscription tier in our cloud offerings, where all subscriptions are paid.
Elastic Stack. We believe that our distribution strategy drives a numberin the importance of benefits for our users, our customers,an open software development model, and our company. It facilitates rapid and efficient developer adoption, particularly by empowering individual developers to download and usewe develop the majority of our software without payment, registration, or the frictionin public repositories as open code under a proprietary license. Unlike some companies, we do not build an enterprise version that is separate from our free distribution. We maintain a single code base across both our self-managed software and Elastic-hosted services. All of these actions help us build a formal sales interaction. It fosters a vibrant developer community around our products and solutions, which drives adoption of our products and increased interaction among users. Further, this approach enables community review of our code and products, which allows us to improve the reliability and security of our software.powerful commercial business model that we believe is optimized for product-led growth.
We generate revenue primarily from sales of subscriptions forto our software.platform. We offer various paid subscription tiers that provide different levels of accessrights to use proprietary features and access to support. We do not sell support separately. Our subscription agreements for self-managed deployments typically have terms ofrange from one to three years and weare usually bill for thembilled annually in advance. Our subscription agreements are both term-based and consumption-based, with the vast majority of Elastic Cloud subscriptions being consumption-based. We sell subscriptions in various currencies, with the majority of our subscriptions contracted in US dollars, and a smaller portion contracted in Euro, British Pound Sterling, and other currencies. Elastic Cloud customers may also purchase subscriptions either on a month-to-month basis or onwithout a committed contractcommitment, with usage billed at the end of at least one year in duration.each month. Subscriptions accounted for 92%, 91%93%, and 93% of total revenue infor the years ended April 30, 2020, 20192023, 2022, and 2018,2021, respectively. We also generate revenue from consulting and training services.
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We make it easy for users to begin using our products in order to drive rapid adoption. Users can either sign up for a free trial on Elastic Cloud or download our software directly from our website without any sales interaction, and immediately begin using the full set of features. Users can also sign up for Elastic Cloud through public cloud marketplaces. We conduct low-touch campaigns to keep users and customers engaged once they have begun using Elastic Cloud or have downloaded our software. As of April 30, 2023, we had approximately 20,200 customers compared to over 11,300 customers, over 8,10018,600 customers and over 5,00015,000 customers as of April 30, 2020, 2019,2022 and 2018,2021, respectively. The majority of our new customers use Elastic Cloud. We define a customer as an entity that generated revenue in the quarter ending on the measurement date from an annual or month-to-month subscription. All affiliatedAffiliated entities are typically counted as a single customer.
Many of these customers start with limited initial spending, but can significantly grow their spending. We drive high-touch engagement with qualified prospects and customers to drive further awareness, adoption, and expansion of our products with paid subscriptions. Expansion includes increasing the number of developers and practitioners using our products, increasing the utilization of our products for a particular use case, and utilizing our products to address new use cases. The number of customers who represented greater than $100,000 in annual contract value (“ACV”) was over 1,160, over 960, and over 730 as of April 30, 2023, 2022, and 2021 respectively. The ACV of a customer’s commitments is calculated based on the terms of that customer’s subscriptions, and represents the total committed annual subscription amount as of the measurement date. Month-to-month subscriptions are not included in the calculation of ACV. The number of customers who represented greater than $100,000 in ACV was over 610, over 440, and over 275 as of April 30, 2020, 2019 and 2018, respectively.
We engage in various sales and marketing efforts to extend our free and open distribution model. We employ multi-touch marketing campaigns to nurture our users and customers and keep them engaged after they download our software. Additionally, we maintain direct sales efforts focused on users and customers who have adopted our software, as well as departmental decision-makers and senior executives who have broad purchasing power in their organizations. Our sales teams are organized primarily segmented by geographiesgeography and secondarily by the employee count of our customers.customer segments. They focus on both initial conversion of users into customers and additional sales to existing customers. In addition to our direct sales efforts, we also maintain partnerships to further extend our reach and awareness of our products around the world.
We have experienced significant growth, with revenue increasing to $1.1 billion for the year ended April 30, 2023 from $862.4 million for the year ended April 30, 2022 and $608.5 million for the year ended April 30, 2021, representing year-over-year growth of 24% for the year ended April 30, 2023 and 42% for the year ended April 30, 2022. For the year ended April 30, 2023, revenue from outside the United States accounted for 41% of our total revenue. For our non-U.S. operations, the majority of our revenue and expenses are denominated in currencies such as the Euro and British Pound Sterling. No customer accounted for more than 10% of our total revenue for the years ended April 30, 2023, 2022, and 2021. We have not been profitable to date. For the years ended April 30, 2023, 2022 and 2021, we incurred net losses of $236.2 million, $203.8 million and $129.4 million, respectively. Our net cash provided by operating activities was $35.7 million, $5.7 million, and $22.5 million for the years ended April 30, 2023, 2022 and 2021, respectively. We have experienced losses in each year since our incorporation and as of April 30, 2023, had an accumulated deficit of $1.1 billion. We expect we will continue to incur net losses for the foreseeable future. There can be no assurance whether, or when, we may become profitable.
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We continue to make substantial investments in developing the Elastic Stack and our solutions and expanding our global sales and marketing footprint. With a distributed team spanning over 3540 countries, we are able to recruit, hire, and retain high-quality, experienced technical and sales personnel and operate at a rapid pace to drive product releases, fix bugs, and create and market new products. We had 1,9362,886 employees as of April 30, 2020.2023.
On October 8, 2019,Current Economic Conditions
Recent and current macroeconomic events, including inflation, slower economic growth, political unrest, and concerns about the Company acquired all outstanding sharesstability of Endgame, a security company offering endpoint protection technology, for a total acquisition price of $234.0 million. Elastic paidbanks, continue to evolve and negatively impact worldwide economic activity. Governmental and corporate responses to these factors including rising interest rates, unpredictable and decreased spending, and layoffs, have added to the purchase price through (i) the issuance of 2,218,694 ordinary shares in respect of Endgame’s outstanding capital stock, warrants, convertible notes, and certain retention awards, (ii) the cash repayment of Endgame’s outstanding indebtedness of $20.4 million, (iii) the assumption of Endgame’s outstanding options, (iv) a $0.4 million cash deposit to an expense fund for the fees and expenses of the representative and agent of Endgame securityholders, (v) the cash payment of Endgame’s transaction expenses of $5.9 million, and (vi) the cash payment of withholding taxes related to acquisition expense settled in shares of $2.8 million. Approximately 11% of the ordinary shares issued, or 235,031 shares, are being held in an indemnity escrow fund for 18 months after the acquisition close date. Refer to Note 5, Acquisitions in the notes to consolidated financial statements for further discussion of the acquisition.
highly volatile macroeconomic landscape. We have experienced significant growth,and, if economic conditions continue to decline, we may continue to experience longer and more unpredictable sales cycles, increased scrutiny of deals, slowing consumption and overall customer expenditures, and the impacts of changing foreign exchange rates with revenue increasinga strengthening or weakening U.S. dollar. We continue to $427.6closely monitor the macroeconomic environment and its effects on our business and on global economic activity, including customer spending behavior. Notwithstanding the potential and actual adverse impacts described above, as the pandemic has caused more of our customers to shift to a virtual workforce or accelerate their digital transformation efforts, we believe the value of our solutions has become even more evident.
Restructuring
To navigate the current economic environment, we have realigned our resources internally to drive greater efficiencies and rebalance investments across all functions of the organization and reinvest some savings in key priority areas to drive growth. On November 30, 2022, we announced and began implementing a plan to align our investments more closely with our strategic priorities by reducing our workforce by approximately 13% and implementing certain facilities-related cost optimization actions. We incurred $31.3 million in restructuring and other related charges during the year ended April 30, 2020 from $271.7 million in the year ended April 30, 2019 and $159.9 million in the year ended April 30, 2018, representing year-over-year growth of 57% for the year ended April 30, 2020 and 70% for the year ended April 30, 2019. In the year ended April 30, 2020, revenue from outside the United States accounted for 43% of our total revenue. For our non-U.S. operations, the majority of our revenue and expenses are denominated in currencies such as the Euro and British Pound Sterling. No customer represented more than 10% of our revenue in the years ended April 30, 2020, 2019 or 2018. We have not been profitable to date. In the years ended April 30, 2020, 2019 and 2018, we incurred net losses of $167.2 million, $102.3 million and $52.7 million, respectively, and our net cash used in operating activities was $30.6 million, $23.9 million and $20.8 million, respectively. We have experienced losses in each year since our incorporation and as of April 30, 2020, had an accumulated deficit of $484.3 million.2023. We expect wethat the implementation of the workforce reductions and facilities cost optimization will be substantially completed by the end of the first quarter of fiscal 2024.
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See Note 16 “Restructuring and other related charges” in our accompanying Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information about this plan. We will continue to incur net losses foradjust, monitor, and curtail spending when and where needed to adapt to the foreseeable future. There can be no assurance as to when we may become profitable.
COVID-19
In March 2020, the World Health Organization declared COVID-19 a pandemic. The full extentcurrent macroeconomic landscape and will reinvest some of the impactsavings selectively in areas that we believe best position us to drive profitable growth. See “Risk Factors” included in Part I, Item 1A of the COVID-19 pandemicthis Annual Report on our operational and financial performance will depend on certain developments, including the duration and spreadForm 10-K for a discussion of the virus, impact on our customers and our sales cycles, impact on our customer, employee or industry events, and effect on our vendors, all of which are uncertain and cannot be predicted. Due to our subscription-based business model, the effect of COVID-19 may not be fully reflected in our results of operations until future periods, if at all. In the near to intermediate term, we may experience an increase in delayed purchasing decisions from prospective customers and longer sales cycles, which we have experienced, which in turn, could result in delays in deals closing, creating near-term headwinds for calculated billings, as well as potential future impacts on revenue growth and other key metrics.additional risks.
Key Factors Affecting Ourour Performance
We believe that the growth and future success of our business depends on many factors, including those described below. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.
Increasing adoption of Elastic Cloud. Elastic Cloud, our family of cloud-based offerings, is an important growth opportunity for our business. Organizations are increasingly looking for hosted deployment alternatives with reduced administrative burdens. In some cases, users of our source available software that have been self-managing deployments of the Elastic Stack subsequently become paying subscribers of Elastic Cloud. For the years ended April 30, 2023, 2022, and 2021, Elastic Cloud contributed 40%, 35%, and 27% of our total revenue, respectively. We believe that offering Elastic Cloud is important for achieving our long-term growth potential, and we expect Elastic Cloud’s contribution to our subscription revenue to continue to increase over time. However, we expect that an increase in the relative contribution of Elastic Cloud to our business will have a modest adverse impact on our gross margin as a result of the associated third-party hosting costs.
Growing the Elastic community.Our strategy consists of providing access to source available software, on both a combination of open source,paid and free proprietary and paid proprietary softwarebasis, and fostering a community of users and developers. Our strategy is designed to pursue what we believe to be significant untapped potential for the use of our technology. After developers begin to use our software and start to participate in our developer community, they become more likely to apply our technology to additional use cases and evangelize our technology within their organizations. This reduces the time required for our sales force to educate potential leads on our solutions. In order to capitalize on our opportunity, we intend to make further investments to keep the Elastic Stack accessible and well known to software developers around the world. We intend to continue to invest in our products and support and engage our user base and developer community through content, events, and conferences in the U.S. and internationally. Our results of operations may fluctuate as we make these investments.
Developing new features to expand the use cases to whichfor the Elastic Stack can be applied.Stack. The Elastic Stack is applied to various use cases both directly by developers andcustomers, including through the solutions we offer. Our revenue is derived primarily from subscriptions of Enterprise Search, Observability and Security built oninto the Elastic Stack. We believe that releasing additional features of the Elastic Stack, and additional features forincluding our solutions, on top of the Elastic Stack drives usage of our products and ultimately drives our growth. To that end, we plan to continue to invest in building new features and solutions that expand the capabilities of our solutions and the Elastic Stack and make it easier to apply to additional use cases.Stack. These investments may adversely affect our operating results prior to generating benefits, to the extent that they ultimately generate benefits at all.
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Growing our customer base by converting users of our software to paid subscribers. Our financial performance depends on growing our paid customer base by converting free users of our software into paid subscribers. Our distribution model has resulted in rapid adoption by developers around the world. We have invested, and expect to continue to invest, heavily in sales and marketing efforts to convert additional free users to paid subscribers. Our investment in sales and marketing is significant given our large and diverse user base. The investments are likely to occur in advance of the anticipated benefits resulting from such investments, such that they may adversely affect our operating results in the near term.
Expanding within our current customer base. Our future growth and profitability depend on our ability to drive additional sales to existing customers. Customers often expand the use of our software within their organizations by increasing the number of developers using our products, increasing the utilization of our products for a particular use case, and expanding use of our products to additional use cases. We focus some of our direct sales efforts on encouraging these types of expansion within our customer base.
An
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We believe that a useful indication of how our customer relationships have expanded over time is through our Net Expansion Rate, which is based upon trends in the ACV ofrate at which customers that have entered into annual subscription agreements.increase their spend with us. To calculate an expansion rate as of the end of a given month, we start with the ACVannualized spend from all such customers as of twelve months prior to that month end, or Prior Period Value. A customer’s annualized spend is measured as its ACV, or in the case of customers charged on usage-based arrangements, by annualizing the usage for that month. We then calculate the ACVannualized spend from these same customers as of the given month end, or Current Period Value, which includes any growth in the value of their subscriptions or usage and is net of contraction or attrition over the prior twelve months. We then divide the Current Period Value by the Prior Period Value to arrive at an expansion rate. The Net Expansion Rate at the end of any period is the weighted average of the expansion rates as of the end of each of the trailing twelve months. We believe that our Net Expansion Rate provides useful information about the evolution of our business’ existing customers. The Net Expansion Rate includes the dollar-weighted value of our subscriptions or usage that expand, renew, contract, or attrit. For instance, if each customer had a one-year subscription and renewed its subscription for the exact same amount, then the Net Expansion Rate would be 100%. Customers who reduced their annual subscription dollar value (contraction) or did not renew their annual subscription (attrition) would adversely affect the Net Expansion Rate. Our Net Expansion Rate continued to be over 130% for each quarter during fiscal 2020.was approximately 117% as of April 30, 2023.
As large organizations expand their use of the Elastic Stack across multiple use cases, projects, divisions and users, they often begin to require centralized provisioning, management and monitoring across multiple deployments. To satisfy these requirements, we offer the Elasticour Enterprise subscription.subscription tier provides access to key orchestration and deployment management capabilities. We will continue to focus some of our direct sales efforts on driving adoption of our paid offerings.
Increasing adoption of Elastic Cloud. Elastic Cloud, our family of SaaS products that includes Elasticsearch Service, Site Search Service, and App Search Service, is an important growth opportunity for our business. Organizations are increasingly looking for SaaS deployment alternatives with reduced administrative burdens. In some cases, open source users that have been self-managing deployments of the Elastic Stack subsequently become paying subscribers of Elastic Cloud. In the years ended April 30, 2020, 2019 and 2018, Elastic Cloud contributed 22%, 17% and 16% of our total revenue, respectively. We believe that offering a SaaS deployment alternative is important for achieving our long-term growth potential, and we expect Elastic Cloud’s contribution to our subscription revenue to increase over time. However, an increase in the relative contribution of Elastic Cloud to our business could adversely impact our gross margin as a result of the associated hosting and managing costs.
Non-GAAP Financial Measures
In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In particular, free cash flow is not a substitute for cash used in operating activities. Additionally, the utility of free cash flow as a measure of our financial performance and liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
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We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, operating results or future outlook.
Non-GAAP Gross Profit and Non-GAAP Gross Margin
We define non-GAAP gross profit and non-GAAP gross margin as GAAP gross profit and GAAP gross margin, respectively, excluding stock-based compensation expense, employer payroll taxes on employee stock transactions, and amortization of acquired intangible assets. We believe non-GAAP gross profit and non-GAAP gross margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics generally eliminate the effects of certain variables from period to period for reasons unrelated to overall operating performance.
Year Ended April 30,
202020192018
(in thousands)
Gross profit$304,930  $193,643  $119,195  
Stock-based compensation expense7,127  4,591  1,028  
Employer payroll taxes on employee stock transactions527  38  —  
Amortization of acquired intangibles6,768  2,808  1,908  
Non-GAAP gross profit$319,352  $201,080  $122,131  
Gross margin71 %71 %75 %
Non-GAAP gross margin (non-GAAP gross profit as a percentage of revenue)75 %74 %76 %
Non-GAAP Operating Loss and Non-GAAP Operating Margin
We define non-GAAP operating loss and non-GAAP operating margin as GAAP operating loss and GAAP operating margin, respectively, excluding stock-based compensation expense, employer payroll taxes on employee stock transactions, amortization of acquired intangible assets, and acquisition-related expenses. We believe non-GAAP operating loss and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics generally eliminate the effects of certain variables from period to period for reasons unrelated to overall operating performance.
Year Ended April 30,
202020192018
(in thousands)
Operating loss$(171,105) $(101,356) $(47,994) 
Stock-based compensation expense60,007  39,942  12,742  
Employer payroll taxes on employee stock transactions7,493  1,814  —  
Amortization of acquired intangibles10,068  2,956  2,027  
Acquisition-related expenses17,974  948  1,263  
Non-GAAP loss from operations$(75,563) $(55,696) $(31,962) 
Operating margin(40)%(37)%(30)%
Non-GAAP operating margin (non-GAAP loss from operations as a percentage of revenue)(18)%(21)%(20)%
Free Cash Flow and Free Cash Flow Margin
Free cash flow is a non-GAAP financial measure that we define as net cash (used in) provided by operating activities less purchases of property and equipment. Free cash flow margin is calculated as free cash flow divided by total revenue. We believe that free cash flow and free cash flow margin are useful indicators of liquidity that provide information to management and investors about the amount of cash generated from our core operations that, after the purchases of property and equipment, can be used for strategic initiatives, including investing in our business and selectively pursuing acquisitions and strategic investments. We further believe that historical and future trends in free cash flow and free cash flow margin, even if negative, provide useful information about the amount of cash generated (or consumed) by our operating activities that is available (or not available) to be used for strategic initiatives. For example, if free cash flow is negative, we may need to access cash reserves or other sources of capital to invest in strategic initiatives. One limitation of free cash flow and free cash flow margin is that
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they do not reflect our future contractual commitments. Additionally, free cash flow does not represent the total increase or decrease in our cash balance for a given period.
The following table presents our cash flows for the periods presented and a reconciliation of free cash flow and free cash flow margin to net cash used in operating activities, the most directly comparable financial measure calculated in accordance with GAAP:
Year Ended April 30,
202020192018
(in thousands)
Net cash used in operating activities$(30,564) $(23,937) $(20,819) 
Less: Purchases of property and equipment(5,063) (3,447) (2,968) 
Free cash flow$(35,627) $(27,384) $(23,787) 
Net cash (used in) provided by investing activities$(29,187) $(8,283) $8,330  
Net cash provided by financing activities$58,539  $281,788  $3,427  
Net cash used in operating activities (as a percentage of total revenue)(7)%(9)%(13)%
Less: Purchases of property and equipment (as a percentage of total revenue)(1)%(1)%(2)%
Free cash flow margin(8)%(10)%(15)%
Calculated Billings
We define calculated billings as total revenue plus the increase in total deferred revenue as presented on or derived from our consolidated statements of cash flows less the (increase) decrease in total unbilled accounts receivable in a given period. Calculated billings exclude the effects of deferred revenue and unbilled accounts receivable acquired through acquisitions. We typically invoice our customers annually in advance, and to a lesser extent multi-year in advance, quarterly in advance, monthly in advance, monthly in arrears or upon delivery. Our management uses calculated billings to understand and evaluate our near-term cash flows and operating results. The following table presents our calculated billings for the periods presented and a reconciliation of calculated billings to total revenue, the most directly comparable financial measure calculated in accordance with GAAP:
Year Ended April 30,
202020192018
(in thousands)
Total revenue$427,620  $271,653  $159,935  
Add: Increase in total deferred revenue85,670  71,876  45,814  
Less: Increase in unbilled accounts receivable(592) (571) (25) 
Calculated billings$512,698  $342,958  $205,724  
Components of Results of Operations
Revenue
Subscription. Our revenue is primarily generated through the sale of subscriptions to software, which is either self-managed by the user or hosted and managed by us in the cloud. Subscriptions provide accessthe right to use paid proprietary software features and access to support for our paid and unpaid software. Our subscription agreements are both term-based and consumption-based, with the vast majority of Elastic Cloud subscriptions being consumption-based.
A portion of the revenue from self-managed subscriptions is generally recognized up front at the point in time when the license is delivered. This revenue is presented as License – self-managed in our consolidated statements of operations. Thedelivered and the remainder of revenue from self-managed subscriptions is recognized ratably over the subscription term while revenueterm. Revenue from subscriptions that require access to the cloud or that are hosted and managed by us in the cloud is recognized ratably over the subscription term or on a usage basis;basis for consumption-based arrangements; both are presented within Subscription – self-managed and SaaSrevenue in our consolidated statements of operations.
Professional services.Services.  Professional services comprisesServices is composed of consulting services as well as public and private training. Consulting services are generally time-based arrangements. Revenue for professional services is recognized as these services are performed.delivered.
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Cost of Revenue
Subscription. Cost of license – self-managed consists of amortization of certain intangible assets. Cost of subscription – self-managed and SaaS consists primarily of personnel and related costs for employees associated with supporting our subscription arrangements, certain third-party expenses, and amortization of certain intangible and other assets. Personnel and related costs, or personnel costs, comprise cash compensation, benefits and stock-based compensation to employees, costs of third-party contractors, and allocated overhead costs. Third-party expenses consist of cloud hosting costs and other expenses directly associated with our customer support. We expect our cost of subscription – self-managed and SaaS to increase in absolute dollars as our subscription revenue increases.
Professional services.Services. Cost of professional services revenue consists primarily of personnel costs directly associated with delivery of training, implementation and other professional services, costs of third-party contractors, facility rental charges and allocated overhead costs. We expect our cost of professional services revenue to increase in absolute dollars as we invest in our business and as professional services revenue increases.
Gross profit and gross margin. Gross profit represents revenue less cost of revenue. Gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by a variety of factors, including the timing of our acquisition of new customers and our renewals with existing customers, the average sales price of our subscriptions and professional services, the amount of our revenue represented by hosted services, the mix of subscriptions sold, the mix of revenue between subscriptions and professional services, the mix of professional services between consulting and training, transaction volume growth and support case volume growth. We expect our gross margin to fluctuate over time depending on the factors described above. We expect our revenue from Elastic Cloud to continue to increase as a percentage of total revenue, which we expect will adversely impact our gross margin as a result of the associated hosting and managing costs.
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Operating Expenses
Research and development. Research and development expense primarily consists of personnel costs and allocated overhead costs for employees and contractors.costs. We expect our research and development expense to increase in absolute dollars for the foreseeable future as we continue to develop new technology and invest further in our existing products.
Sales and marketing. Sales and marketing expense primarily consists of personnel costs, commissions, allocated overhead costs and costs related to marketing programs and user events. Marketing programs consist of advertising, events, brand-building and customer acquisition and retention activities. We expect our sales and marketing expense to increase in absolute dollars as we expand our salesforce and increase our investments in marketing resources. We capitalize sales commissions and associated payroll taxes paid to internal sales personnel that are related to the acquisition of customer contracts. Sales commissions costs are amortized over the expected benefit period.
General and administrative. General and administrative expense primarily consists of personnel costs for our management, finance, legal, human resources, and other administrative employees. Our general and administrative expense also includes professional fees, accounting fees, audit fees, tax services and legal fees, as well as insurance, allocated overhead costs, and other corporate expenses. We expect our general and administrative expense to increase in absolute dollars as we increase the size of our general and administrative functions to support the growth of our business. We also anticipate that we will continue to incur additional costs for employees
Restructuring and third-party consulting servicesother related to operatingcharges. Restructuring and other related charges primarily consist of employee-related severance and other termination benefits as a public company.well as lease impairment and other facilities-related charges.
Other Income (Expense), Net
Interest expense. Primarily consists of interest on our 4.125% Senior Notes due 2029.
Other income (expense), net primarilynet. Primarily consists of interest income, gains and losses from transactions denominated in a currency other than the functional currency, and interest income (expense).miscellaneous other non-operating gains and losses.
Provision for (Benefit from) Income Taxes
Provision for (benefit from) income taxes consists primarily of income taxes related to the Netherlands, U.S. federal and state, and foreign jurisdictions in which we conduct business. Our effective tax rate is affected by recurring items, such as tax rates in jurisdictions outside the Netherlands and the relative amounts of income we earn in those jurisdictions, non-deductible stock-based compensation, and changes in our valuation allowance.as well as one-time tax benefits or charges.
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Results of Operations
The following tables set forth our results of operations for the periods presented in dollars and as a percentage of our total revenue. The Company has elected to omit a discussion and analysis of the financial condition and results of operations of certain items from fiscal year ended April 30, 2018 and year to year comparison between fiscal year ended April 30, 2019 and April 30, 2018. Such discussion and analysis can be found in “Management’s Discussion and Analysis of Financial Condition
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and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2019, filed with the SEC on June 28, 2019 and is incorporated by reference herein. The period to periodperiod-to-period comparison of results is not necessarily indicative of results for future periods.
Year Ended April 30,
Year Ended April 30,202320222021
202020192018
(in thousands)(in thousands)
RevenueRevenueRevenue
License - self-managed$53,536  $39,474  $25,759  
Subscription - self-managed and SaaS338,634  208,780  123,623  
Total subscription revenue392,170  248,254  149,382  
Professional services35,450  23,399  10,553  
SubscriptionSubscription$984,762 $798,770 $567,339 
ServicesServices84,227 63,604 41,150 
Total revenueTotal revenue427,620  271,653  159,935  Total revenue1,068,989 862,374 608,489 
Cost of revenue (1)(2)(3)
Cost of revenue (1)(2)(3)
Cost of revenue (1)(2)(3)
Cost of license - self-managed948  387  387  
Cost of subscription - self-managed and SaaS84,819  53,560  27,920  
Total cost of revenue - subscription85,767  53,947  28,307  
Cost of professional services36,923  24,063  12,433  
SubscriptionSubscription219,306 178,204 122,513 
ServicesServices77,320 53,990 38,541 
Total cost of revenueTotal cost of revenue122,690  78,010  40,740  Total cost of revenue296,626 232,194 161,054 
Gross profitGross profit304,930  193,643  119,195  Gross profit772,363 630,180 447,435 
Operating expenses (1)(2)(3)(4)
Operating expenses (1)(2)(3)(4)
Operating expenses (1)(2)(3)(4)
Research and developmentResearch and development165,370  101,167  55,641  Research and development313,454 273,761 199,203 
Sales and marketingSales and marketing219,040  147,296  82,606  Sales and marketing503,537 406,658 273,877 
General and administrativeGeneral and administrative91,625  46,536  28,942  General and administrative143,247 123,441 103,833 
Restructuring and other related chargesRestructuring and other related charges31,297 — — 
Total operating expensesTotal operating expenses476,035  294,999  167,189  Total operating expenses991,535 803,860 576,913 
Operating loss (1)(2)(3)(4)
Operating loss (1)(2)(3)(4)
(171,105) (101,356) (47,994) 
Operating loss (1)(2)(3)(4)
(219,172)(173,680)(129,478)
Other income (expense), netOther income (expense), net1,963  3,441  (1,357) Other income (expense), net
Interest expenseInterest expense(25,159)(20,716)(185)
Other income (expense), netOther income (expense), net27,454 (3,393)7,949 
Loss before income taxesLoss before income taxes(169,142) (97,915) (49,351) Loss before income taxes(216,877)(197,789)(121,714)
Provision for (benefit from) income taxes(1,968) 4,388  3,376  
Provision for income taxesProvision for income taxes19,284 6,059 7,720 
Net lossNet loss$(167,174) $(102,303) $(52,727) Net loss$(236,161)$(203,848)$(129,434)
(1) Includes stock-based compensation expense as follows:
Year Ended April 30,Year Ended April 30,
202020192018202320222021
(in thousands)
Cost of Revenue
Cost of subscription - self managed and SaaS$4,147  $3,383  $699  
Cost of professional services2,980  1,208  329  
(in thousands)
Cost of revenueCost of revenue
SubscriptionSubscription$8,308 $8,368 $7,105 
ServicesServices9,435 6,463 4,824 
Research and developmentResearch and development23,621  16,100  5,045  Research and development80,170 59,911 35,267 
Sales and marketingSales and marketing19,334  11,996  3,560  Sales and marketing68,943 45,798 31,581 
General and administrativeGeneral and administrative9,925  7,255  3,109  General and administrative37,183 20,654 14,903 
Total stock-based compensation expenseTotal stock-based compensation expense$60,007  $39,942  $12,742  Total stock-based compensation expense$204,039 $141,194 $93,680 
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(2) Includes employer payroll taxes on employee stock transactions as follows (information for fiscal year 2018 is not meaningful):follows:
Year Ended April 30,Year Ended April 30,
202020192018202320222021
(in thousands)
Cost of Revenue
Cost of subscription - self managed and SaaS$349  $28  $—  
Cost of professional services178  10  —  
(in thousands)
Cost of revenueCost of revenue
SubscriptionSubscription$422 $681 $674 
ServicesServices423 712 661 
Research and developmentResearch and development2,179  939  —  Research and development2,458 3,316 3,670 
Sales and marketingSales and marketing3,237  747  —  Sales and marketing2,420 4,287 5,399 
General and administrativeGeneral and administrative1,550  90  —  General and administrative1,410 965 3,972 
Total employer payroll tax on stock transactionsTotal employer payroll tax on stock transactions$7,493  $1,814  $—  Total employer payroll tax on stock transactions$7,133 $9,961 $14,376 
(3) Includes amortization of acquired intangiblesintangible assets as follows:
Year Ended April 30,
202020192018
(in thousands)
Cost of Revenue
Cost of license - self-managed$948  $387  $387  
Cost of subscription - self-managed and SaaS5,820  2,421  1,521  
Sales and marketing3,300  148  119  
Total amortization of acquired intangibles$10,068  $2,956  $2,027  
Year Ended April 30,
202320222021
(in thousands)
Cost of revenue
Subscription$11,781 $10,503 $8,437 
Sales and marketing4,887 5,280 5,730 
Total amortization of acquired intangibles$16,668 $15,783 $14,167 
(4) Includes acquisition-related expenses as follows:
Year Ended April 30,
Year Ended April 30,202320222021
202020192018
(in thousands)(in thousands)
Research and developmentResearch and development$34  $689  $655  Research and development$5,875 $6,104 $— 
Sales and marketing522  —  —  
General and administrativeGeneral and administrative17,418  259  608  General and administrative103 1,528 — 
Total acquisition-related expensesTotal acquisition-related expenses$17,974  $948  $1,263  Total acquisition-related expenses$5,978 $7,632 $— 

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The following table sets forth selected consolidated statements of operations data for each of the periods indicated as a percentage of total revenue:    
Year Ended April 30,
202020192018
Revenue
License - self-managed13 %14 %16 %
Subscription - self-managed and SaaS79 %77 %77 %
Total subscription revenue92 %91 %93 %
Professional services%%%
Total revenue100 %100 %100 %
Cost of revenue
Cost of license - self-managed%%%
Cost of subscription - self-managed and SaaS20 %20 %17 %
Total cost of revenue - subscription20 %20 %17 %
Cost of professional services%%%
Total cost of revenue29 %29 %25 %
Gross profit71 %71 %75 %
Operating expenses
Research and development39 %37 %35 %
Sales and marketing51 %54 %52 %
General and administrative21 %17 %18 %
Total operating expenses111 %108 %105 %
Operating loss(40)%(37)%(30)%
Other income (expense), net%%(1)%
Loss before income taxes(40)%(36)%(31)%
Provision for (benefit from) income taxes(1)%%%
Net loss(39)%(38)%(33)%
Year Ended April 30,
202320222021
Revenue
Subscription92 %93 %93 %
Services%%%
Total revenue100 %100 %100 %
Cost of revenue (1)(2)(3)
Subscription21 %21 %20 %
Services%%%
Total cost of revenue28 %27 %26 %
Gross profit72 %73 %74 %
Operating expenses (1)(2)(3)(4)
Research and development29 %32 %33 %
Sales and marketing47 %47 %45 %
General and administrative14 %14 %17 %
Restructuring and other related charges%— %— %
Total operating expenses93 %93 %95 %
Operating loss (1)(2)(3)(4)
(21)%(20)%(21)%
Other income (expense), net
Interest expense(2)%(3)%— %
Other income (expense), net%— %%
Loss before income taxes(21)%(23)%(20)%
Provision for income taxes%%%
Net loss(22)%(24)%(21)%
(1) Includes stock-based compensation expense as follows:
Year Ended April 30,
202320222021
Cost of revenue
Subscription%%%
Services%%%
Research and development%%%
Sales and marketing%%%
General and administrative%%%
Total stock-based compensation expense19 %16 %15 %
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(2) Includes employer payroll taxes on employee stock transactions as follows:
Year Ended April 30,
202320222021
Cost of revenue
Subscription— %— %— %
Services— %— %— %
Research and development%— %— %
Sales and marketing— %%%
General and administrative— %— %%
Total employer payroll tax on stock transactions%%%
(3) Includes amortization of acquired intangible assets as follows:
Year Ended April 30,
202320222021
Cost of revenue
Subscription%%%
Sales and marketing%%%
Total amortization of acquired intangibles%%%
(4) Includes acquisition-related expenses as follows:
Year Ended April 30,
202320222021
Research and development%%— %
Total acquisition-related expenses%%— %
Comparison of Fiscal Years Ended April 30, 20202023 and 20192022
Revenue
Year Ended April 30,Change
20202019$%
(in thousands)
Revenue
License - self-managed$53,536  $39,474  $14,062  36 %
Subscription - self-managed and SaaS338,634  208,780  129,854  62 %
Total subscription revenue392,170  248,254  143,916  58 %
Professional services35,450  23,399  12,051  52 %
Total revenue$427,620  $271,653  $155,967  57 %
Year Ended April 30,Change
20232022$%
(in thousands)
Revenue
Subscription$984,762 $798,770 $185,992 23 %
Services84,227 63,604 20,623 32 %
Total revenue$1,068,989 $862,374 $206,615 24 %
TotalSubscription revenue increased by $156.0$186.0 million, or 57%23%, infor the year ended April 30, 20202023 compared to the prior year.
Total subscription This increase was primarily driven by continued adoption of Elastic Cloud which grew 42% over the same period and increased to 40% of total revenue increased $143.9 million, or 58%, infor the year ended April 30, 20202023 from 35% for the year ended April 30, 2022.
Services revenue increased by $20.6 million, or 32%, for the year ended April 30, 2023 compared to the prior year. The increase in revenue was primarily caused by volume-driven increases from new business, as existing customers purchased additional subscriptions, and we grew our subscription customer base to over 11,300 customers in the year ended April 30, 2020 compared to over 8,100 customers in the prior year.
Professional services revenue increased by $12.1 million, or 52%, in the year ended April 30, 2020 compared to the prior year. The increase in professional services revenue was attributable to increased adoption of our professional services offerings.
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Cost of Revenue and Gross Margin
Year Ended April 30,Change
20202019$%
(in thousands)
Cost of revenue
Cost of license - self-managed$948  $387  $561  145 %
Cost of subscription - self-managed and SaaS84,819  53,560  31,259  58 %
Total cost of revenue - subscription85,767  53,947  31,820  59 %
Cost of professional services36,923  24,063  12,860  53 %
Total cost of revenue$122,690  $78,010  $44,680  57 %
Gross profit$304,930  $193,643  $111,287  57 %
Gross margin:  
License - self-managed98 %99 %
Subscriptions - self-managed and SaaS75 %74 %
Total subscription margin78 %78 %
Professional services(4)%(3)%
Total gross margin71 %71 %
Year Ended April 30,Change
20232022$%
(in thousands)
Cost of revenue
Subscription$219,306 $178,204 $41,102 23 %
Services77,320 53,990 23,330 43 %
Total cost of revenue$296,626 $232,194 $64,432 28 %
Gross profit$772,363 $630,180 $142,183 23 %
Total cost
Gross margin:  
Subscription78 %78 %
Services%15 %
Total gross margin72 %73 %
Cost of subscription revenue increased by $31.8$41.1 million, or 59%23%, infor the year ended April 30, 20202023 compared to the prior year. This increase was primarily due to an increase of $20.6$38.3 million in cloud infrastructure costs and an increasedue to increased Elastic Cloud subscription revenue. Additionally, intangible asset amortization increased by $1.3 million due to a full year of $5.2 million in personnel and related charges from growth in headcount in our support organization. In addition, amortization ofon the intangibles acquired intangible assets increased $3.3 million. The increase in personnel and related costs includes an increase of $3.8 million in salaries and related taxes and an increase of $0.8 million in stock-based compensation expense. Total subscription margin remained flat at 78% induring the year ended April 30, 2020 compared to the prior year.2022.
Cost of professional services revenue increased by $12.9$23.3 million, or 53%43%, infor the year ended April 30, 20202023 compared to the prior year. This increase was primarily due to an increase of $12.1$15.5 million in personnel and related costs, andincluding increases of $0.7$10.5 million in softwaresalaries and equipmentrelated taxes, $3.0 million in stock-based compensation, and $1.7 million in employee benefits expense and rent of $0.7 million driven by an increase in headcount in our consultingservices organization. In addition, subcontractor costs increased by $6.2 million and training organizations. These increases were partially offsettravel costs increased by a decrease of $1.7 million in subcontractor costs. The increase in personnel and related costs includes an increase of $8.3 million in salaries and related taxes and an increase of $1.8 million in stock-based compensation expense.$0.8 million.
Gross margin for professional services revenue was (4)% in8% for the year ended April 30, 20202023 compared to (3)%15% for the prior year. Historically,The decrease in margin was primarily due to the cost of services, including personnel and related costs and subcontractor costs, growing at a higher rate than services revenue. We continue to make investments in our professional services offerings have primarily consisted of training, however, we have recently experienced increased demand for consulting services. In the year ended April 30, 2020, we have invested in headcount for our professional services organization that we believe will be needed as we continue to grow. Our gross margin for professional services may fluctuate or decline in the near-term as we seek to expand our professional services business.
Operating Expenses
Research and development
Year Ended April 30,Change
20202019$%
(in thousands)
Research and development$165,370  $101,167  $64,203  63 %
Year Ended April 30,Change
20232022$%
(in thousands)
Research and development$313,454 $273,761 $39,693 14 %
Research and development expense increased by $64.2$39.7 million, or 63%14%, infor the year ended April 30, 20202023 compared to the prior year as we continued to invest in the development of new and existing offerings. Personnel and related costs increased by $51.3$29.7 million and software and equipment expense increased by $3.4 million, primarily as a result of growth in headcount. In addition, travel costs increased by $4.6 million, cloud infrastructure costs related to our research and development activities increased $3.4by $3.0 million, and consulting costs increased by $1.5 million. The increase in personnel and related costs includes an increase of $38.2$20.3 million in stock-based compensation, an increase of $6.9 million in salaries and related taxes, and an increase of $7.5$2.8 million in stock-based compensationemployee benefits expense.
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Sales and marketing
Year Ended April 30,Change
20202019$%
(in thousands)
Sales and marketing$219,040  $147,296  $71,744  49 %
Year Ended April 30,Change
20232022$%
(in thousands)
Sales and marketing$503,537 $406,658 $96,879 24 %
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Sales and marketing expense increased by $71.7$96.9 million, or 49%24%, infor the year ended April 30, 20202023 compared to the prior year. This increase was primarily due to an increase of $55.1$83.6 million in personnel and related costs and ana $2.8 million increase of $3.0 million in software and equipment expense, as we continuecharges due to increase our salesgrowth in headcount. In addition, travel expenses increased by $6.2 million and marketing headcount. expense increased by $4.8 million. The increase in personnel and related costs included an increase of $37.9 million in salaries and related taxes, an increase of $23.1 million in stock-based compensation, an increase of $10.7 million in commission expense, and an increase of $8.2 million in employee benefits expense.
General and administrative
Year Ended April 30,Change
20232022$%
(in thousands)
General and administrative$143,247 $123,441 $19,806 16 %
General and administrative expense increased by $19.8 million, or 16%, for the year ended April 30, 2023 compared to the prior year. This increase was primarily due to an increase of $27.7 million in personnel and related costs and a $0.8 million increase in software and equipment charges due to headcount growth. In addition, marketing expenses increased $5.2 million as we increased the reach of our global marketing campaigns and amortization of acquired intangible assetstravel costs increased by $3.2$0.7 million. These increases were partially offset by a $9.2 million decrease in legal and professional fees and a $0.8 million decrease in consulting expense. The increase in personnel and related costs includes an increase of $33.9$16.5 million in stock-based compensation expense, an increase of $9.1 million in salaries and related taxes, an increase of $6.4 million in commissions expense related to the amortization of contract acquisition costs and an increase of $7.3$2.1 million in stock-based compensationemployee benefits expense.
GeneralRestructuring and administrativeother related charges
Year Ended April 30,Change
20202019$%
(in thousands)
General and administrative$91,625  $46,536  $45,089  97 %
Year Ended April 30,Change
20232022$%
(in thousands)
Restructuring and other related charges$31,297 $— $31,297 100 %
General and administrative expense increased by $45.1 million, or 97%, inFor the year ended April 30, 2020 compared to2023, we recorded restructuring and other related charges comprising employee-related severance and other termination benefits of approximately $23.3 million, facilities-related charges of approximately $6.2 million, and $1.8 million of other restructuring-related charges while we had no such charges in the prior year. As a result of our continued investment in headcount, personnel and related costs increased by $37.3 million. Legal and professional advisory expenses increased by $8.1 million due primarily to expenses incurred in connection with the acquisition of Endgame and international expansion. The increase in personnel and related costs includes an increase of $17.6 million in salaries and related taxes, an increase in acquisition-related compensation of $12.5 million and an increase of $2.7 million in stock-based compensation expense.
Other Income (Expense), Net
Year Ended April 30,Change
20202019$%
(in thousands)
Other income (expense), net$1,963  $3,441  $(1,478) (43)%
Interest expense
Year Ended April 30,Change
20232022$%
(in thousands)
Interest expense$(25,159)$(20,716)$(4,443)21 %
Interest expense increased by $4.4 million, or 21%, for the year ended April 30, 2023 compared to the prior year. This increase was primarily due to interest expense associated with the 4.125% Senior Notes due 2029, which we issued in July 2021 in a private placement, as well as a full year of amortization of the related debt discount and issuance costs.
Other income (expense), net
Year Ended April 30,Change
20232022$%
(in thousands)
Other income (expense), net$27,454 $(3,393)$30,847 (909)%
Other income, net was $2.0$27.5 million for the year ended April 30, 20202023 compared to Other expense, net of $3.4 million for the prior year. This change of $30.8 million was primarily due to an increase in interest income of $17.4 million as a result of higher interest earned on our investments and income from a favorable settlement of a legal claim in the amount of $10.4 million during the year ended April 30, 2023. In addition, we recognized a foreign currency transaction loss of $0.4 million in the current fiscal year compared to a foreign currency transaction loss of $3.6 million in the prior year. This decrease was primarily due to a higher negative impact
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Table of foreign currency fluctuations of $2.0 million and a decrease of $0.5 million in other income which were partiallContentsy offset by an increase of $0.9 million in interest income.
Provision for (Benefit from) Income Taxes
Year Ended April 30,Change
20202019$%
(in thousands)
Provision for (benefit from) income taxes$(1,968) $4,388  $(6,356) (145)%
Year Ended April 30,Change
20232022$%
(in thousands)
Provision for income taxes$19,284 $6,059 $13,225 218 %
The benefit fromprovision for income taxes was $2.0increased $13.2 million, or 218%, for the year ended April 30, 2023 compared to a provision for $4.4 million in the prior year. The additional tax benefit is primarily due to the increase in the pretax loss, benefit from net operating loss carryback due to the Coronavirus Aid, Relief, and Economic Security Act, tax benefit for stock-based compensation which were partially offset by a valuation allowance for deferred tax assets in the United States, the Netherlands, and the United Kingdom.Our effective tax rate was 1.2%(8.9)% and (4.5)%(3.1%) of our net loss before taxes for the yearyears ended April 30, 20202023 and 2019,2022, respectively.
Quarterly Results of Operations
The following tables set forth our unaudited quarterly consolidated statements of operations data for each of the quarters indicated, Our effective tax rate is affected by recurring items, such as well as the percentage that each line item represents of our total revenue for each quarter presented. The information for each quarter has been prepared on a basis consistent with our audited consolidated financial statements included in this Annual Report on Form 10-K, and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the financial information contained in those financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data should be read in conjunction with our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Revenue
License - self-managed$16,862  $14,495  $12,272  $9,907  $12,624  $9,406  $10,204  $7,240  
Subscription - self-managed and SaaS97,041  89,703  79,407  72,483  60,999  55,180  48,232  44,369  
Total subscription revenue113,903  104,198  91,679  82,390  73,623  64,586  58,436  51,609  
Professional services9,720  8,983  9,427  7,320  6,976  6,249  5,139  5,035  
Total revenue123,623  113,181  101,106  89,710  80,599  70,835  63,575  56,644  
Cost of revenue (1)(2)(3)
Cost of license - self- managed346  347  158  97  97  96  97  97  
Cost of subscription - self- managed and SaaS23,987  23,196  19,741  17,895  16,548  13,941  12,870  10,201  
Total cost of revenue - subscription24,333  23,543  19,899  17,992  16,645  14,037  12,967  10,298  
Cost of professional services9,940  9,862  8,862  8,259  6,797  6,387  5,620  5,259  
Total cost of revenue34,273  33,405  28,761  26,251  23,442  20,424  18,587  15,557  
Gross profit89,350  79,776  72,345  63,459  57,157  50,411  44,988  41,087  
Operating expenses (1)(2)(3)(4)
Research and development45,591  46,119  38,478  35,182  31,004  25,850  25,332  18,981  
Sales and marketing58,180  54,829  54,020  52,011  45,044  37,196  34,634  30,422  
General and administrative20,153  21,096  31,808  18,568  13,194  11,151  12,092  10,099  
Total operating expenses123,924  122,044  124,306  105,761  89,242  74,197  72,058  59,502  
Operating loss (1)(2)(3)(4)
(34,574) (42,268) (51,961) (42,302) (32,085) (23,786) (27,070) (18,415) 
Other income (expense), net687  (1,339) 1,684  931  704  1,877  264  596  
Loss before income taxes(33,887) (43,607) (50,277) (41,371) (31,381) (21,909) (26,806) (17,819) 
Provision for (benefit from) income taxes(2,736) 674  (304) 398  3,454  (558) 733  759  
Net loss$(31,151) $(44,281) $(49,973) $(41,769) $(34,835) $(21,351) $(27,539) $(18,578) 
Net loss per share attributable to ordinary shareholders, basic and diluted$(0.38) $(0.55) $(0.64) $(0.56) $(0.48) $(0.30) $(0.63) $(0.56) 
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted82,123,381  80,737,237  77,772,406  74,643,782  72,307,990  70,725,336  43,978,770  32,978,163  
(1) Includes stock-based compensation expense as follows:
Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Cost of Revenue
Cost of subscription - self managed and SaaS$1,278  $1,008  $946  $915  $1,195  $1,095  $680  $413  
Cost of professional services902  879  638  561  440  364  227  177  
Research and development6,534  6,256  5,870  4,961  4,714  4,604  4,685  2,097  
Sales and marketing5,828  4,540  4,658  4,308  3,911  3,471  2,762  1,852  
General and administrative2,690  2,905  2,304  2,026  1,667  1,577  2,885  1,126  
Total stock-based compensation expense$17,232  $15,588  $14,416  $12,771  $11,927  $11,111  $11,239  $5,665  
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(2) Includes employer payroll taxes on employee stock transactions as follows (information for periods prior to three months ended April 30, 2019 is not meaningful):
Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Cost of Revenue
Cost of subscription - self managed and SaaS$28  $21  $166  $134  $28  $—  $—  $—  
Cost of professional services42  16  86  34  10  —  —  —  
Research and development293  238  888  760  939  —  —  —  
Sales and marketing421  335  1,887  594  747  —  —  —  
General and administrative61  129  753  607  90  —  —  —  
Total stock-based compensation expense$845  $739  $3,780  $2,129  $1,814  $—  $—  $—  
(3) Includes amortization of acquired intangibles as follows:
Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Cost of Revenue
Cost of license - self managed$346  $347  $158  $97  $97  $96  $97  $97  
Cost of subscription - self managed and SaaS1,763  2,660  861  536  570  638  637  576  
Sales and marketing1,441  1,451  379  29  33  38  40  37  
Total amortization of acquired intangibles$3,550  $4,458  $1,398  $662  $700  $772  $774  $710  
(4) Includes acquisition-related expenses as follows:
Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Research and development$—  $—  $—  $34  $168  $173  $174  $174  
Sales and marketing14  395  113  —  —  —  —  —  
General and administrative198  933  13,849  2,438  —  —  53  206  
Total acquisition-related expenses$212  $1,328  $13,962  $2,472  $168  $173  $227  $380  
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The following table sets forth selected consolidated statements of operations data for each of the periods indicated as a percentage of total revenue:
Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Revenue
License - self-managed14 %13 %12 %11 %15 %13 %16 %13 %
Subscription - self-managed and SaaS78 %79 %79 %81 %76 %78 %76 %78 %
Total subscription revenue92 %92 %91 %92 %91 %91 %92 %91 %
Professional services%%%%%%%%
Total revenue100 %100 %100 %100 %100 %100 %100 %100 %
Cost of revenue (1)(2)(3)
Cost of license - self-managed%%%%%%%%
Cost of subscription - self- managed and SaaS20 %21 %20 %20 %21 %20 %20 %18 %
Total cost of revenue - subscription20 %21 %20 %20 %21 %20 %20 %18 %
Cost of professional services%%%%%%%%
Total cost of revenue28 %30 %28 %29 %29 %29 %29 %27 %
Gross profit72 %70 %72 %71 %71 %71 %71 %73 %
Operating expenses (1)(2)(3)(4)
Research and development37 %41 %38 %39 %39 %36 %40 %34 %
Sales and marketing47 %48 %53 %58 %56 %52 %54 %54 %
General and administrative16 %18 %31 %21 %16 %16 %19 %18 %
Total operating expenses100 %107 %122 %118 %111 %104 %113 %106 %
Operating loss (1)(2)(3)(4)
(28)%(37)%(50)%(47)%(40)%(33)%(42)%(33)%
Other income (expense), net%(2)%%%%%%%
Loss before income taxes(27)%(39)%(50)%(46)%(39)%(31)%(42)%(32)%
Provision for (benefit from) income taxes(2)%%(1)%%%(1)%%%
Net loss(25)%(39)%(49)%(47)%(43)%(30)%(43)%(33)%
(1) Includes stock-based compensation expense as follows:
Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Cost of Revenue
Cost of subscription - self managed and SaaS%%%%%%%%
Cost of professional services%%%%%%%%
Research and development%%%%%%%%
Sales and marketing%%%%%%%%
General and administrative%%%%%%%%
Total stock-based compensation expense14 %14 %14 %15 %15 %16 %18 %10 %
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(2) Includes employer payroll taxes on employee stock transactions as follows (information for periods prior to three months ended April 30, 2019 is not meaningful):
Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Cost of Revenue
Cost of subscription - self managed and SaaS%%%%%%%%
Cost of professional services%%%%%%%%
Research and development%%%%%%%%
Sales and marketing%%%%%%%%
General and administrative%%%%%%%%
Total stock-based compensation expense%%%%%%%%
(3) Includes amortization of acquired intangibles as follows:
Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Cost of Revenue
Cost of license - self- managed%%%%%%%%
Cost of subscription - self- managed and SaaS%%%%%%%%
Sales and marketing%%%%%%%%
Total amortization of acquired intangibles%%%%%%%%
(4) Includes acquisition-related expenses as follows:
Three Months Ended
April 30, 2020January 31, 2020October 31, 2019July 31, 2019April 30, 2019January 31, 2018October 31, 2018July 31, 2018
Research and development%%%%%%%%
Sales and marketing%%%%%%%%
General and administrative%%14 %%%%%%
Total acquisition-related expenses%%14 %%%%%%
Quarterly Trends in Revenue and Expense
Our quarterly total subscription revenue increased sequentially in each of the periods presented due to the expansion of our existing customer subscription footprint and an increase in the number of new customers. Historically, we have experienced quarterly fluctuations and seasonality based on the timing of entering into new agreements with customers, the timing of renewals, and the mix between annual and monthly contracts entered in each reporting period. Revenue trends are impacted by seasonality in our sales cycle which generally reflects a trend to greater revenue in our second and fourth quarters and lower revenue in our first and third quarters, though we believe this trend has been somewhat masked by our overall revenue growth. Because we generally invoice annually in advance for subscription agreements at least one year in duration, but we recognize the majority of the revenue ratably over the term of those agreements, a substantial portion of the revenue that we report in each period is attributable to the recognition of deferred revenue relating to subscriptions invoiced during previous periods. Consequently, increases or decreases in subscriptions in any one period typically will not be fully reflected in our revenue for that period and will positively or negatively affect our revenue in future periods. Accordingly, the effect of downturns in sales and market acceptance of our products may not be fully reflected in our results of operations until future periods. We may also experience greater variability and reduced comparability of our quarterly revenue and results with respect to timing and size of our monthly SaaS subscription contracts, particularly for smaller customers. The increase in professional services revenue was a result of an increase in standalone consulting and training services due to increased adoption of our offerings.
Our cost of revenue increased sequentially in each of the quarters presented, primarily driven by expanded adoption of Elastic Cloud by existing and new customers, which resulted in increased hosting costs, as well as growth in personnel costs as we grew our support and professional services teams.
Our total gross margin has remained relatively flat. We expect our revenue from Elastic Cloud to continue to increase as a percentage of total revenue, which may adversely impact our gross margin as a result of the associated hosting costs.
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Our operating expenses generally increased sequentially over the periods presented as we grew the associated headcount and other costs. General and administrative costs increased in the second quarter of the year ended April 30, 2020 due primarily to the costs associated with closing the Endgame acquisition.
We are subject to income taxes in the Netherlands, the United States, and numerous other jurisdictions. Our tax expense fluctuates between quarters primarily as a result of seasonally higher earnings in the second and fourth quarters and due to the impact of tax rates in foreign jurisdictions outside the Netherlands and the relative amounts of income we earn in those jurisdictions.jurisdictions and non-deductible stock-based compensation as well as one-time tax benefits or charges. The increase in tax expense is driven primarily by growth in business operations in jurisdictions where we generate taxable income and do not have any available tax credits or net operating losses to offset that income, and a one-time charge of $2.8 million related to the completion of acquisition-related integration, reduced by a one-time benefit of $1.2 million related to our restructuring plan.
Liquidity and Capital Resources
As of April 30, 2020, we had2023, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $915.2 million. Our cash and cash equivalents and restricted cashmarketable securities consist of $297.1 millionhighly liquid investment-grade fixed-income securities. We believe that the credit quality of the securities portfolio is strong and $2.3 million, respectively,diversified among industries and working capital of $158.8 million. Our restricted cash constitutes cash deposits with financial institutions in support of letters of credit in favor of landlords for non-cancelable lease agreements.individual issuers.
We have generated significant operating losses from our operations as reflected in our accumulated deficit of $484.3 million$1.1 billion as of April 30, 2020.2023. We have historically incurred, and expect to continue to incur, operating losses and may generate negative cash flows from operations on an annual basis for the foreseeable future due to the investments we intend to make as described above, and as a result, we may require additional capital resources to execute on our strategic initiatives to grow our business.
We believe that our existing cash, and cash equivalents, and marketable securities will be sufficient to fund our operating and capital needs for at least the next 12 months, despite the uncertainty in the changing market and economic conditions related to COVID-19.macroeconomic conditions. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary as a result of, and our future capital requirements, both near-term and long-term, will depend on, many factors, including our growth rate, the timing and extent of spending to support our research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of solutions or features, and the continuing market acceptance of our solutions and services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. WeIn July 2021, we issued long-term debt of $575.0 million, and we may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, operating results and financial condition would be adversely affected.
The following table summarizes our cash flows for the periods presented:
Year Ended April 30,
202020192018
(in thousands)
Net cash used in operating activities$(30,564) $(23,937) $(20,819) 
Net cash provided by (used in) investing activities$(29,187) $(8,283) $8,330  
Net cash provided by financing activities$58,539  $281,788  $3,427  
Year Ended April 30,
202320222021
(in thousands)
Net cash provided by operating activities$35,662 $5,672 $22,545 
Net cash used in investing activities$(272,952)$(127,271)$(1,518)
Net cash provided by financing activities$17,471 $602,127 $77,258 
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Net Cash Used inProvided By Operating Activities
Net cash used inprovided by operating activities during the year ended April 30, 20202023 was $30.6$35.7 million, which resulted from adjustments for non-cash charges of $307.2 million, mostly offset by a net loss of $167.2 million adjusted for non-cash charges of $117.0$236.2 million and net cash inflowoutflow of $19.6$35.4 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $60.0$204.0 million for stock-based compensation expense, $28.3$68.9 million for amortization of deferred contract acquisition costs, $12.9$20.2 million of depreciation and intangible asset amortization expense, $8.8$10.9 million of non-cash acquisition expense, $7.4 million in non-cash operating lease costs, and $6.2 million and $1.1 million of other non-cash transactions which were partially offset by a $1.5 million increase in deferred income taxes.asset impairment charges. The net cash inflowoutflow from changes in operating assets and liabilities was the result of an increase in deferred contract acquisition costs of $102.0 million as our sales commissions increased due to increased business volume, an increase of $46.4 million in accounts receivable, and a $85.7decrease of $11.4 million in operating lease liabilities. These outflows were partially offset by a $95.6 million increase in deferred revenue, due to higher billings and a net increase of $30.9$18.9 million in accounts payable, accrued expenses and accrued compensation and benefits, due to growth in our business and higher headcount, and a decrease of $2.7$9.8 million in prepaid expenses and other assets. These inflows
Net cash provided by operating activities during the year ended April 30, 2022 was $5.7 million, which resulted from a net loss of $203.8 million adjusted for non-cash charges of $230.2 million and net cash outflow of $20.6 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $140.6 million for stock-based compensation expense, $60.7 million for amortization of deferred contract acquisition costs, $19.7 million of depreciation and intangible asset amortization expense, $8.6 million in non-cash operating lease costs, net foreign currency transaction loss of $2.0 million, amortization of debt issuance costs of $0.8 million, and $0.1 million of other expenses which were partially offset by a $46.8an increase of $2.4 million in deferred tax assets. The net cash outflow from changes in operating assets and liabilities was the result of an increase of $62.2 million in accounts receivable due to higher billings and timing of collections from our customers, an increase in deferred contract acquisition costs of $46.2$96.8 million as our sales commissions increased due to the additionincreased business volume, a decrease of new customers and expansion of our existing customer subscriptions and a $6.7$8.9 million increase in operating lease liabilities, relating to the adoptionand an increase of the new lease accounting standard.
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Net cash used$2.6 million in operating activities during the year ended April 30, 2019 was $23.9 million, which resulted from a net loss of $102.3 million adjusted for non-cash charges of $70.7 millionprepaid expenses and net cash inflow of $7.7 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $39.9 million for stock-based compensation expense, $21.4 million for amortization of deferred contract acquisition costs, $5.7 million of depreciation and intangible asset amortization expense and a $3.6 million decrease in deferred income taxes. The net cash inflow from changes in operating assets and liabilities was the result of a $71.9other assets. These outflows were partially offset by an $83.8 million increase in deferred revenue due to higher billings and a net increase of $16.9$66.0 million in accounts payable, accrued expenses, and accrued compensation and benefits due to growth in our business and higher headcount. These inflows were partially offset by an increase in deferred contract acquisition costs of $30.0 million as our sales commissions increased due to the addition of new customers and expansion of our existing customer subscriptions, a $29.8 million increase in accounts receivable due to higher billings and timing of collections from our customers and a $21.3 million increase in prepaid expenses and other assets primarily related to an increase in prepaid hosting costs and prepaid software subscription costs driven by the growth in our business.
Net cash used in operating activities during the year ended April 30, 2018 was $20.8 million, which resulted from a net loss of $52.7 million adjusted for non-cash charges of $30.2 million and net cash inflow of $1.7 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $12.7 million for stock-based compensation expense, $12.7 million for amortization of deferred contract acquisition costs, $5.1 million of depreciation and intangible asset amortization expense which were partially offset by a $0.3 million increase in deferred income taxes. The net cash inflow from changes in operating assets and liabilities was the result of a $45.8 million increase in deferred revenue due to higher billings and a net increase of $13.4 million in accounts payable, accrued expenses and accrued compensation and benefits due to growth in our business and higher headcount. These inflows were partially offset by a $21.6 million increase in accounts receivable due to higher billings and timing of collections from our customers, an increase in deferred contract acquisition costs of $20.5 million as our sales commissions increased due to the addition of new customers and expansion of our existing customer subscriptions, and a $15.4 million increase in prepaid expenses and other assets primarily related to an increase in prepaid hosting costs and prepaid software subscription costs driven by the growth in our business.
Net Cash (Used in) Provided byUsed in Investing Activities
Net cash used in investing activities of $273.0 million$29.2 million during the year ended April 30, 20202023 was primarily due to the purchase of marketable securities of $270.3 million $24.4. In addition, we incurred $2.7 million cash used for the acquisition of Endgame and $5.1 million of capital expenditures during the period.year.
Net cash used in investing activities of $8.3$127.3 million during the year ended April 30, 20192022 was primarily due to cash used forin acquisitions of $119.9 million, capitalization of $4.9 million in internal-use software costs, and $2.5 million of capital expenditures of $3.4 million, other investing activities of $2.9 million and business acquisitions, net of cash acquired, of $2.0 million.
Net cash provided by investing activities of $8.3 million during the year ended April 30, 2018 was due to the maturity of short-term investments of $15.0 million, which was partially offset by cash used for business acquisitions, net of cash acquired, of $3.7 million and capital expenditures of $3.0 million.year.
Net Cash Provided by Financing Activities
Net cash provided by financing activities of $58.5$17.5 million during the year ended April 30, 20202023 was was due to $61.5 millionthe proceeds from stock option exercises during the period, which was partially offset by payment of withholding taxes of $2.8 million for an acquisition-related expense that was settled in ordinary shares of the Company.exercises.
Net cash provided by financing activities of $281.8$602.1 million during the year ended April 30, 20192022 was due to netthe proceeds to us of $269.5$575.0 million after deducting underwriting discounts and commissions of $20.3 million as a result of our IPO and $18.6 million in proceeds from the exerciseissuance of stock options. These were partially offset by $5.7 million of payment of offering costs, a repurchase of unvested early exercised optionslong-term debt and $0.6 million of other financing payments.
Net cash provided by financing activities of $3.4 million during the year ended April 30, 2018 was due to $3.8$36.4 million of proceeds from the exercise of stock options, which wasoption exercises, partially offset by $0.4$9.3 million payments of other financing payments.debt issuance costs.
Off Balance Sheet Arrangements
We did not have, during the periods presented, nor do we currently have any off balance sheet financing arrangements or any relationships with any unconsolidated entities or financial partnerships, including entities referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off balance sheet arrangements or other contractually narrow or limited purposes.
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Contractual Obligations and Commitments
Our principal commitments consist of obligations under operating leases for office space and purchase obligations. The following table summarizes our contractual obligations as of April 30, 2020:
TotalLess than
1 year
1-3 years3-5 yearsMore than
5 years
(in thousands)
Purchase obligations(1)
$133,902  $33,403  $72,166  $28,333  $—  
Operating lease commitments(2)
40,594  8,636  16,187  12,968  2,803  
Total$174,496  $42,039  $88,353  $41,301  $2,803  
(1)Consists of our purchase obligations under non-cancellablenon-cancelable agreements for cloud hosting, commitments with various vendors. The table above reflects these commitments on an annualized basis, however, the timing for payments may vary depending on services used. Furthermore, actual payments under these capacity commitments may be higher than the total minimum depending on services used.
(2)Consists ofsubscription software, and sales and marketing, future non-cancelable minimum rental payments under operating leases for our offices, excluding rentand interest payments fromdue on our sub-tenants and variable operating expenses. Non-cancelable rent payments from our sub-tenants asSenior Notes. As of April 30, 2020 are expected2023, we had purchase commitments of $542.8 million related to becloud hosting services, future minimum lease payment commitments of $28.4 million, and purchase commitments of $43.8 million related to other contracts. During the year ended April 30, 2023, we entered into an aggregateamendment to a non-cancelable cloud hosting capacity agreement, effective December 31, 2022, for a total purchase commitment of $1.5$270.0 million payable over the next five years.four years following the date of the agreement. See Note 8, “Commitments and contingencies,” and Note 9, “Leases,” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional discussion of our cloud hosting obligations and future non-cancelable minimum rental payments, respectively.
In additionJuly 2021, we issued $575.0 million aggregate principal amount of 4.125% Senior Notes due July 15, 2029 in a private placement. Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year. See Note 7, “Senior Notes,” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information about the contractual obligations set forth above, asSenior Notes.
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As of April 30, 2020,2023, we had $2.3 million in letters of credit outstanding in favor of certain landlords for office space. These letters of credit renew annually and expire on various dates through 2023.2025.
The table above does not reflect obligations pursuant to cash-settled restricted stock units issued to certain employees. Refer to Note 11 Equity Incentive Plans to our consolidated financial statements elsewhere in this Annual Report on Form 10-K.
TheOur contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Obligationsbinding and do not include obligations under contracts that we can cancel without a significant penalty are not included in the table above.penalty. Purchase orders issued in the ordinary course of business are not included in the table above,also excluded, as our purchase orders represent authorizations to purchase rather than binding agreements.
We have also excluded unrecognized tax benefits from the contractual obligations. A variety of factors could affect the timing of payments for the liabilities related to unrecognized tax benefits. Therefore, we cannot reasonably estimate the timing of such payments. We believe that these matters will likely not be resolved in the next 12 months and accordingly we have classified the estimated liability as non-current in the consolidated balance sheet. For further information see Note 13, “Income taxes,” of our accompanying Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
We prepareIn preparing our financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”). The preparation ofconsolidated financial statements in accordance with GAAP requires certainaccounting principles generally accepted in the United States of America (“GAAP”), we are required to make estimates, assumptions and judgments that affect the amounts reported on our financial statements and the accompanying disclosures. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. We base our estimates, assumptions and judgments on historical experience and various other factors that we believe to be made thatreasonable under the circumstances. These estimates may affect ourchange in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. Actual results could differ from those estimates and any such differences may be material to our financial statements. We believe that the critical accounting policies and estimates set forth below involve a higher degree of judgment and complexity in their application than our other significant accounting policies.
Accounting policies that have a significant impact on our results are described in Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statementsaccompanying Notes to Consolidated Financial Statements included elsewhere in Part II, Item 8 of this Annual Report on Form 10-K. The accounting policies discussed in this section are those that we consider to be the most critical. We consider an accounting policy to be critical if the policy is subject toinvolve a material levelgreater degree of judgment and if changescomplexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.
Due to current macroeconomic developments and conditions, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent our actual results differ materially from those judgments are reasonably likely to materially impactestimates and assumptions, our results.future financial statements could be affected.
Revenue Recognition
We generate our revenue primarily from the sale of self-managed subscriptions (which include licenses for proprietary features, support, and maintenance) and SaaS subscriptions. We also generate revenue from professional services, which consist of consulting and training.
Under ASC Topic 606, Revenue from ContractsOur contracts with Customers, we recognize revenue when our customer obtains control of promised products or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Our contractscustomers include varying terms and conditions, and identifying and evaluating the impact of these terms and conditions on revenue recognition requires significant judgment. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements, we perform the following steps:
(i) identification of the contract with a customer;
We contract with customers through order forms, which in some cases are governed by master sales agreements. We determine that we have a contract with a customer when the order form has been approved, each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the services can be identified, we have determined the customer has the ability and intent to pay, and the contract has commercial substance. We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical
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payment experience or, in the case of a new customer, credit, reputation, and financial or other information pertaining to the customer. At contract inception we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. We have concluded that our contracts with customers generally do not contain warranties that give rise to a separate performance obligation.
(ii)determinationOur contracts often contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. We apply significant judgment in identifying and accounting for each performance obligation, as a result of whetherevaluating the promised goods or services are performance obligations;
Performance obligations promisedterms and conditions in a contract are identified based on the products and services that will be transferredcontracts. The transaction price is allocated to the customer that are both capable of being distinct, whereby the customer can benefit from the products or services either on their own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract.
Our self-managed subscriptions include both an obligation to provide access to proprietary features in our software, as well as an obligation to provide support (on both open source and proprietary features) and maintenance. Our SaaS products provide access to hosted software as well as support, which we consider to be a single performance obligation.
Services-relatedseparate performance obligations relate to the provision of consulting and training services. These services are distinct from subscriptions and do not result in significant customization of the software.
(iii)measurement of the transaction price;
We measure the transaction price with reference to theon a relative standalone selling price (“SSP”), of basis. We determine the various performance obligations inherent within a contract. The SSP is determined based on the prices at which we separately sell these products assuming the majority of these fall within a pricing range. In instances where SSP is not directly observable, such as when we do not sell the software license separately, we derive the SSP using information that may include market conditions and other observable and unobservable inputs which can require significant judgment. There is typically more than one SSP for individual products and services due to the stratification of those products and services by quantity, term of the subscription, sales channel and other circumstances. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of our contracts contain a significant financing component.
(iv)allocation of the transaction price to the performance obligations; and
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation based on a relative SSP. If one of the performance obligations is outside of the SSP range, we allocate SSPthe transaction price considering the midpoint of the SSP range. We also consider if there are any additional material rights inherent in a contract, and if so, we allocate a portion of the transaction price to such rights based on SSP.
(v) recognition of revenue when we satisfy each performance obligation.
Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. Our self-managed subscriptions include both upfront revenue recognition when the license is delivered, as well as revenue recognized ratably over the contract period for support and maintenance based on the stand-ready nature of these subscription elements. Revenue from our SaaS products is recognized ratably over the contract period when we satisfy the performance obligation.
Professional services comprise consulting services as well as public and private training. Consulting services are generally time-based arrangements. Revenue from professional services is recognized as these services are performed.
We generate sales directly through our sales team and through our channel partners. Sales to channel partners are made at a discount and revenues are recorded at this discounted price once all the revenue recognition criteria above are met. To the extent that we offer rebates, incentives, or joint marketing funds to such channel partners, recorded revenues are reduced by this amount. Channel partners generally receive an order from an end-customer prior to placing an order with us. Payment from channel partners is not contingent on the partner’s collection from end-customers.
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to customers. For annual contracts, we typically invoice customers at the time of entering into the contract. For multi-year agreements, we generally invoice customers on an annual basis prior to each anniversary of the contract start date. We record unbilled accounts receivable related to revenuerelative SSP.
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recognized in excess of amounts invoiced as we have an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. Contract liabilities consist of deferred revenue which is recognized over the contractual period.
Deferred Contract Acquisition Costs
Deferred contract acquisition costs represent costs that are incremental to the acquisition of customer contracts, which consist mainly of sales commissions and associated payroll taxes. We determine whether costs should be deferred based on sales compensation plans if the commissions are in fact incremental and would not have occurred absent the customer contract.
Effective May 1, 2019, we updated ourOur sales commissions plan by incorporatingincorporates different commission rates for contracts with new customers and incremental sales to existing customers, and for subsequent subscription renewals. Subsequent to this change, salesSales commissions for renewal of a subscription contract are not considered commensurate with the commissions paid for contracts with new customers and incremental sales to existing customers given the substantive difference in commission rates in proportion to their respective contract values. Effective May 1, 2019, commissionsCommissions paid for contracts with new customers and incremental sales to existing customers are amortized over an estimated period of benefit of five years while commissions paid for renewal contracts are amortized based on the pattern of the associated revenue recognition over the related contractual renewal period for the pool of renewal contracts. We determine the period of benefit for commissions paid for contracts with new customers and incremental sales to existing customers by taking into consideration its initial estimated customer life and the technological life of its software and related significant features. Commissions paid on professional services are typically amortized in accordance with the associated revenue as the commissions paid on new and renewal professional services are commensurate with each other. Amortization of deferred contract acquisition costs is recognized in sales and marketing expense in the consolidated statementstatements of operations.
Acquired Intangible Assets
We did not recognize any impairment of deferred contract acquisition costs during the years ended April 30, 2020, 2019 and 2018.
Stock-Based Compensation Expense
Compensation expense related to stock-based awards granted to employees is calculated based on the fair value of such awards on the date of grant. We determine the grant date fair value of the awards using the Black-Scholes option-pricing model. The related stock-based compensation expense is recognized on a straight-line basis over the periodapply significant judgment in which an employee is required to provide service in exchange for the stock-based award, which is generally four years.
Our use of the Black-Scholes option pricing model requires the input of highly subjective assumptions, includingdetermining the fair value of the underlying ordinary shares, the expected term of the option, the expected volatility of the price of our ordinary shares, risk-free interest rates and the expected dividend yield of our ordinary shares. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.
These assumptions and estimates are as follows:
Fair value of ordinary shares. See “Ordinary Share Valuations” below.
Expected term. The expected term represents the period that our stock-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms and contractual lives of the options. For option grants that are considered “plain vanilla,” the expected term was estimated using the simplified method. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the award.
Expected volatility. Since we have a limited trading history of our ordinary shares, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within our industry that we consider to be comparable to its own business over a period equivalent to the option’s expected term.
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 expected term.
Dividend yield. The expected dividend assumption is based on our current expectations about our anticipated dividend policy. As we have no history of paying any dividends, we used an expected dividend yield of zero.
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The following table summarizes the assumptions used in the Black-Scholes option pricing model to determine the fair value of our stock options granted and assumed:
Year Ended April 30,
202020192018
Expected term (in years)2.00 - 7.276.02 - 6.086.02 - 6.08
Expected stock price volatility54.8%40.5% - 46.7%40.7% - 44.1%
Risk-free interest rate1.4% - 2.0%2.4% - 3.1%1.8% - 2.6%
Dividend yield0%0%0%
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 ordinary shares, we may refine our estimation process, which could materially impact our future stock-based compensation expense.
Prior to our IPO, we also assessed the need to record stock-based compensation expense when certain of our affiliated shareholders purchased shares from our employees and founders in excess of fair value of such shares. We recognized any such excess value as stock-based compensation expense in our consolidated statements of operations.
Ordinary Share Valuations
For valuations after the completion of the IPO, our compensation committee determines the fair value of the ordinary shares underlying equity awards based on the closing price of our ordinary shares as reported on the date of the grant. Our ordinary shares are publicly traded and are therefore subject to potentially significant fluctuations in the market price. Increases and decreases in the market price of our ordinary shares will also increase and decrease the fair value of our stock-based awards granted in future periods.
Prior to the completion of our IPO, the fair value of the ordinary shares underlying our equity awards was determined by our board of directors, after considering contemporaneous third-party valuations and input from management. The valuations of our ordinary shares were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In the absence of a public trading market, our board of directors, with input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of our ordinary shares as of the date of each option grant, including the following factors:
contemporaneous valuations performed at periodic intervals by unrelated third-party valuation firms;
the prices, rights, preferences and privileges of our redeemable convertible preference shares relative to those of our ordinary shares;
the lack of marketability of our ordinary shares;
our actual and expected operating and financial performance;
current business conditions and projections;
our hiring of key personnel and the experience of our management;
our history and the timing of the introduction of new products;
our stage of development;
the likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our business given prevailing market conditions;
the illiquidity of stock-based awards involving securities in a private company;
the market performance of comparable publicly traded companies;
secondary stock transactions, including a secondary stock purchase transaction that included certain of our employees, founders and certain of our affiliated shareholders; and
U.S. and global capital markets conditions.
In valuing our ordinary shares, the fair value of our business, or enterprise value, was determined using both the income approach and market approach. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on the capital rates of return for venture-backed early stage companies and is adjusted to reflect the risks inherent in our cash flows.
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The market approach estimates value based on a comparison of the company to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the company’s financial results to estimate the value of the subject company.
The resulting equity value was then allocated to each class of stock using an option pricing methodology and Probability Weighted Expected Return Method or PWERM. The option pricing method is based on a binomial lattice model, which allows for the identification for a range of possible future outcomes, each with an associated probability. The option pricing method is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an IPO, as well as non-IPO market based outcomes. Determining the fair value of the enterprise using the PWERM requires us to develop assumptions and estimates for both the probability of an IPO liquidity event and stay private outcomes, as well as the values we expect those outcomes could yield. We apply significant judgment in developing these assumptions and estimates, primarily based upon the enterprise value we determined using the income approach and market approach, our knowledge of the business and our reasonable expectations of discrete outcomes occurring. After the equity value is determined and allocated to the various classes of shares, a discount for lack of marketability, or DLOM, is applied to arrive at the fair value of ordinary shares. A DLOM is applied based on the theory that as an owner of a private company stock, the stockholder has limited opportunities to sell this stock and any such sale would involve significant transaction costs, thereby reducing overall fair market value.
Our assessments of the fair value of ordinary shares for grant dates between the dates of the valuations were based in part on the current available financial and operational information and the ordinary share value provided in the most recent valuation as compared to the timing of each grant. For financial reporting purposes, we considered the amount of time between the valuation date and the grant date to determine whether to use the latest ordinary share valuation. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.
Acquisitions, Goodwill and Intangible Assets
We allocate the fair value of purchase consideration in a business combination to tangible assets, liabilities assumed and intangible assets acquired, based on their estimated fair values. The excesswhich involves the use of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill. The allocation of the purchase consideration requires management to make significant estimates and assumptions, especially with respect to intangible assets.assumptions. These estimates can include, but are not limited to, future expected cash flows from acquired customers and acquired technology from a market participant perspective, costs to rebuild developed technology, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and, as a result, actual results may differ from estimates. During the measurement period, which is up to one year from the acquisition date,While we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
We assess goodwill for impairment at least annually, in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. For the purposes of impairment testing, we have determined that we have one reporting unit. Our test of goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the quantitative analysis, we compare the fair value ofuse our reporting unit to its carrying value. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the fair value of the reporting unit is less than book value, then under the second step the carrying amount of the goodwill is compared to its implied fair value.
Acquired intangible assets are amortized over their estimated useful lives. We evaluate the recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the intangible assets are expected to generate. If such review indicates that the carrying amount of our intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.
Income Taxes
We are subject to income taxes in the Netherlands and numerous other jurisdictions including federal, state, and local jurisdictions in the United States and all other tax jurisdictions or countries in which we conduct business. Earnings from our non-Dutch activities are subject to local country income tax.
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We follow the asset and liability method of accounting for income taxes. This method requires recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. We assess whether it is more likely than not that some portion or all of the deferred tax assets will be realized. We record a valuation allowance to our deferred tax assets to the extent we believe they are not more likely than not to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.
We recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that is more likely than not of being realized upon ultimate settlement. We adjust reserves for our uncertain tax positions due to changing facts and circumstances. We recognize interest and penalties due to taxing authorities as a component of provision for income taxes.
We makebest estimates and judgments, about our future taxable income based on assumptions thatestimates are consistent with our plans and estimates. Should the actual amounts differ from estimates, the amount of valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the consolidated statement of operations for the periods in which the adjustment is determined to be required.inherently uncertain.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Risk
We have operations both within the United States and internationally, and we are exposed to marketinterest rate risk and foreign currency risk in the ordinary course of our business.
Interest Rate Risk
We had cash, cash equivalents, and restricted cash, of $299.4and marketable securities totaling $917.7 million as of April 30, 2020.2023. Our cash, cash equivalents, and restricted cash are held in cash deposits and money market funds. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes. Due to the short-term nature of these instruments, we do not believe that an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our investment portfolio. Declines in interest rates, however, would reduce our future interest income.
In July 2021, we issued $575.0 million aggregate principal amount of 4.125% Senior Notes due 2029 in a private placement. The fair value of the Senior Notes is subject to market risk. In addition, the fair market value of the Senior Notes is exposed to interest rate risk. Generally, the fair market value of our fixed interest rate Senior Notes will increase as interest rates fall and decrease as interest rates rise. The interest rate and market value changes affect the fair value of the Senior Notes, but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligation. Additionally, we carry the Senior Notes at face value less unamortized debt issuance cost on our balance sheet, and we present the fair value for required disclosure purposes only.
Foreign Currency Risk
Our revenue and expenses are primarily denominated in U.S. dollars. Fordollars, and to a lesser extent the year ended April 30, 2020, we recorded a loss of $2.2 million on foreign exchange transactions.Euro, British Pound Sterling, and other currencies. To date, we have not had a formal hedging program with respect to foreign currency, but we may do soadopt such a program in the future if our exposure to foreign currency should become more significant. For business conducted outside of the United States, we may have both revenue and costs incurred in the local currency of the subsidiary, creating a partial natural hedge. ChangesAlthough changes to exchange rates therefore have not had a significantmaterial impact on the businessour net operating results to date; however,date, we will continue to reassess our foreign exchange exposure as we continue to grow our business globally.
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We do not believehave experienced and will continue to experience fluctuations in net loss as a result of transaction gains or losses related to remeasurement of certain asset and liability balances that anare denominated in currencies other than the functional currency of the entities in which they are recorded. An immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies wouldcould have a material effect on our revenue, operating results.expenses, and net loss. As a component of other income, net, we recognized a foreign currency transaction loss of $0.4 million and $3.6 million for the years ended April 30, 2023 and 2022, respectively, and a foreign currency transaction gain of $7.7 million for the year ended April 30, 2021.
As of April 30, 2020,2023, our cash, cash equivalents, and restricted cash, and marketable securities were primarily denominated in U.S. dollars, Euros, and Great British Pounds.Pound Sterling. A 10% increase or decrease in current exchange rates as of such date would not materially affecthave had an impact of approximately $19.3 million on our cash, cash equivalents, and restricted cash, and marketable securities balances.
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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Item 8. Financial Statements and Supplementary Data.
The supplementary financial information required by this Item 8, is included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the caption “Quarterly Results of Operations Data” which is incorporated herein by reference.

The following financial statements are filed as part of this Annual Report on Form 10-K:
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Report of Independent Registered Public Accounting Firm

Tothe Board of Directors and Shareholders of Elastic N.V.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Elastic N.V. and its subsidiaries(the (the “Company”) as of April 30, 20202023 and 2019,2022, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preference shares and shareholders’shareholders' equity (deficit), and of cash flows for each of the three years in the period ended April 30, 2020,2023, including the related notes (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of April 30, 2020,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 20202023 and 2019, 2022, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 20202023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2020,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of May 1, 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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
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company; and (iii) 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters

The critical audit mattersmatter communicated below are mattersis a matter arising from the current period audit of the consolidated financial statements that werewas communicated or required to be communicated to the audit committee and that (i) relaterelates to accounts or disclosures that are material to theconsolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.

it relates.
Revenue Recognition – Identification and Evaluation of Terms and Conditions in Contracts

As described in Note 2 to the consolidated financial statements, management applies the following steps in their determination of revenue to be recognized: (i) identification of the contract with a customer; (ii) determinationidentification of whether the promised goods or services are performance obligations;obligations in the contract; (iii) measurementdetermination of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when the Company satisfies each performance obligation. The Company’s contracts include varying terms and conditions, and identifying and evaluating the impact of these terms and conditions on revenue recognition requires significant judgment. For the fiscal year ended April 30, 2020,2023, the Company’s revenue was $427.6$1,069.0 million.

The principal considerations for our determination that performing procedures relating to revenue recognition, specifically the identification and evaluation of terms and conditions in contracts, is a critical audit matter are there wasthe significant judgment by management in identifying and evaluating terms and conditions in contracts that impact revenue recognition. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating the audit evidence to determine whether terms and conditions in contracts were appropriately identified and evaluated by management.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls related to the identification and evaluation of terms and conditions in contracts that impact revenue recognition. These procedures also included among others (i) testing the completeness and accuracy of management’s identification and evaluation of the specific terms with customers by examining revenue contracts on a sample basis and (ii) assessing the terms and conditions of the contract including their impact on revenue recognition.

Acquisition of Endgame, Inc. - Valuation of Developed Technology Intangible Asset

As described in Note 5 to the consolidated financial statements, on October 8, 2019, the Company completed the acquisition of Endgame, Inc. for a total acquisition price of $234.0 million, of which approximately $32.7 million of developed technology was recorded. As disclosed by management, a multi-period excess earnings model was used to value the developed technology intangible asset. Management applied significant judgment in estimating the fair value of the developed technology intangible asset, which involved the use of significant estimates related to the revenue growth rate assumption for both existing and any future product offerings.

The principal considerations for our determination that performing procedures relating to the valuation of the developed technology intangible asset as a result of the acquisition of Endgame, Inc. is a critical audit matter are there was significant judgment by management in estimating the fair value of the developed technology intangible asset. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating management’s fair value measurement of the developed technology intangible asset, including the revenue growth rate assumption for any future product offerings.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing of the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the developed technology intangible asset, as well as controls over the development of significant assumptions and validity of the supporting data related to the developed technology intangible asset, including the revenue growth rate for any future product offerings. These procedures also included, among others (i) testing management’s process for estimating the fair value of the developed technology intangible asset, (ii)
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evaluating the appropriateness of the multi-period excess earnings model, (iii) testing the completeness, accuracy, and relevance of underlying data used in the model, and (iv) evaluating the reasonableness of the significant assumptions used by management, including the revenue growth rate for any future product offerings. Evaluating the reasonableness of the assumption related to the revenue growth rate for any future product offerings involved considering (i) the past performance of the acquired business, (ii) the consistency with external market and industry data, and (iii) whether this assumption was consistent with other evidence obtained in other areas of the audit.


/s/ PricewaterhouseCoopers LLP

San Jose, California
June 26, 202016, 2023

We have served as the Company’s auditor since 2018.

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Table of Contents

Elastic N.V.
Consolidated Balance Sheets
(in thousands, except share and per share datadata)
As of April 30,
20232022
Assets
Current assets:
Cash and cash equivalents$644,167 $860,949 
Restricted cash2,473 2,688 
Marketable securities271,041 — 
Accounts receivable, net of allowance for credit losses of $3,409 and $2,700 as of April 30, 2023 and April 30, 2022, respectively260,919 215,228 
Deferred contract acquisition costs55,813 43,628 
Prepaid expenses and other current assets39,867 41,215 
Total current assets1,274,280 1,163,708 
Property and equipment, net5,092 7,207 
Goodwill303,642 303,906 
Operating lease right-of-use assets19,997 25,437 
Intangible assets, net29,104 45,800 
Deferred contract acquisition costs, non-current95,879 74,419 
Deferred tax assets7,412 5,811 
Other assets8,076 16,643 
Total assets$1,743,482 $1,642,931 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$35,151 $28,403 
Accrued expenses and other liabilities63,532 53,930 
Accrued compensation and benefits76,483 68,002 
Operating lease liabilities12,749 11,219 
Deferred revenue528,704 431,776 
Total current liabilities716,619 593,330 
Deferred revenue, non-current34,248 33,518 
Long-term debt, net567,543 566,520 
Operating lease liabilities, non-current13,942 16,482 
Other liabilities, non-current12,233 17,648 
Total liabilities1,344,585 1,227,498 
Commitments and contingencies (Notes 8 and 9)



Shareholders’ equity:
Convertible preference shares, €0.01 par value; 165,000,000 shares authorized, 0 shares issued and outstanding as of April 30, 2023 and April 30, 2022— — 
Ordinary shares, par value €0.01 per share: 165,000,000 shares authorized; 97,366,947 shares issued and outstanding as of April 30, 2023 and 94,174,914 shares issued and outstanding as of April 30, 20221,024 990 
Treasury stock(369)(369)
Additional paid-in capital1,471,584 1,250,108 
Accumulated other comprehensive loss(20,015)(18,130)
Accumulated deficit(1,053,327)(817,166)
Total shareholders’ equity398,897 415,433 
Total liabilities and shareholders’ equity$1,743,482 $1,642,931 
The accompanying notes are an integral part of these consolidated financial statements.
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Elastic N.V.
Consolidated Statements of Operations
(in thousands, except share and per share data)
Year Ended April 30,
202320222021
Revenue
Subscription$984,762 $798,770 $567,339 
Services84,227 63,604 41,150 
Total revenue1,068,989 862,374 608,489 
Cost of revenue
Subscription219,306 178,204 122,513 
Services77,320 53,990 38,541 
Total cost of revenue296,626 232,194 161,054 
Gross profit772,363 630,180 447,435 
Operating expenses
Research and development313,454 273,761 199,203 
Sales and marketing503,537 406,658 273,877 
General and administrative143,247 123,441 103,833 
Restructuring and other related charges31,297 — — 
Total operating expenses991,535 803,860 576,913 
Operating loss(219,172)(173,680)(129,478)
Other income (expense), net
Interest expense(25,159)(20,716)(185)
Other income (expense), net27,454 (3,393)7,949 
Loss before income taxes(216,877)(197,789)(121,714)
Provision for income taxes19,284 6,059 7,720 
Net loss$(236,161)$(203,848)$(129,434)
Net loss per share attributable to ordinary shareholders, basic and diluted$(2.47)$(2.20)$(1.48)
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted95,729,844 92,547,145 87,207,094 
)
As of April 30,
20202019
Assets
Current assets:
Cash and cash equivalents$297,081  $298,000  
Restricted cash2,308  2,280  
Accounts receivable, net of allowance for doubtful accounts of $1,247 and $1,411 as of April 30, 2020 and April 30, 2019, respectively128,690  81,274  
Deferred contract acquisition costs19,537  17,215  
Prepaid expenses and other current assets32,623  30,872  
Total current assets480,239  429,641  
Property and equipment, net7,760  5,448  
Goodwill197,877  19,846  
Operating lease right-of-use assets32,783  —  
Intangible assets, net50,455  6,723  
Deferred contract acquisition costs, non-current24,012  8,935  
Deferred tax assets3,164  1,748  
Other assets7,621  13,397  
Total assets$803,911  $485,738  
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$11,485  $4,450  
Accrued expenses and other liabilities22,210  18,740  
Accrued compensation and benefits48,409  22,147  
Operating lease liabilities7,639  —  
Deferred revenue231,681  158,243  
Total current liabilities321,424  203,580  
Deferred revenue, non-current28,021  12,423  
Operating lease liabilities, non-current27,827  —  
Other liabilities, non-current12,992  6,723  
Total liabilities390,264  222,726  
Commitments and contingencies (Note 7)



Shareholders’ equity:
Convertible preference shares, €0.01 par value; 165,000,000 shares authorized, 0 shares issued and outstanding as of April 30, 2020 and April 30, 2019—  —  
Ordinary shares, par value €0.01 per share: 165,000,000 shares authorized; 82,856,978 shares issued and outstanding as of April 30, 2020 and 73,675,083 shares issued and outstanding as of April 30, 2019856  754  
Treasury stock, 35,937 shares (repurchased at an average price of $10.30 per share)(369) (369) 
Additional paid-in capital898,788  581,135  
Accumulated other comprehensive loss(1,377) (1,431) 
Accumulated deficit(484,251) (317,077) 
Total shareholders’ equity413,647  263,012  
Total liabilities and shareholders’ equity$803,911  $485,738  
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
Elastic N.V.
Consolidated Statements of Comprehensive Loss
(in thousands)
Year Ended April 30,
202320222021
Net loss$(236,161)$(203,848)$(129,434)
Other comprehensive loss:
Unrealized loss on available-for-sale securities(71)— — 
Foreign currency translation adjustments(1,814)(10,025)(6,728)
Other comprehensive loss(1,885)(10,025)(6,728)
Total comprehensive loss$(238,046)$(213,873)$(136,162)
The accompanying notes are an integral part of these consolidated financial statements.
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Elastic N.V.
Consolidated Statements of Shareholders’ Equity
(in thousands, except share data)
Ordinary SharesTreasury
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Shareholders'
Equity
SharesAmount
Balances as of April 30, 202082,856,978 $856 $(369)$898,788 $(1,377)$(484,251)$413,647 
Cumulative-effect adjustment from adoption of ASU 2016-13— — — — — 367 367 
Issuance of ordinary shares upon exercise of stock options6,989,222 83 — 77,175 — — 77,258 
Issuance of ordinary shares upon release of restricted stock units687,785 — (9)— — — 
Reclassification of liability-classified awards— — — 2,703 — — 2,703 
Stock-based compensation— — — 93,018 — — 93,018 
Net loss— — — — — (129,434)(129,434)
Other comprehensive loss— — — — (6,728)— (6,728)
Balances as of April 30, 202190,533,985 948 (369)1,071,675 (8,105)(613,318)450,831 
Fair value of replacement equity awards attributable to pre-acquisition service— — — 1,266 — — 1,266 
Issuance of ordinary shares upon exercise of stock options2,563,287 29 — 36,381 — — 36,410 
Issuance of ordinary shares upon release of restricted stock units1,077,642 13 — (13)— — — 
Stock-based compensation— — — 140,799 — — 140,799 
Net loss— — — — — (203,848)(203,848)
Other comprehensive loss— — — — (10,025)— (10,025)
Balances as of April 30, 202294,174,914 990 (369)1,250,108 (18,130)(817,166)415,433 
Issuance of ordinary shares upon exercise of stock options1,127,036 12 — 17,459 — — 17,471 
Issuance of ordinary shares upon release of restricted stock units2,064,997 22 — (22)— — — 
Stock-based compensation— — — 204,039 — — 204,039 
Net loss— — — — — (236,161)(236,161)
Other comprehensive loss— — — — (1,885)— (1,885)
Balances as of April 30, 202397,366,947 $1,024 $(369)$1,471,584 $(20,015)$(1,053,327)$398,897 
The accompanying notes are an integral part of these consolidated financial statements.
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Elastic N.V.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended April 30,
202320222021
Cash flows from operating activities
Net loss$(236,161)$(203,848)$(129,434)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization20,233 19,728 17,237 
Amortization of premium and accretion of discount on marketable securities, net(772)— — 
Amortization of deferred contract acquisition costs68,900 60,738 40,991 
Amortization of debt issuance costs1,023 803 — 
Non-cash operating lease cost10,880 8,636 7,927 
Asset impairment charges6,242 — — 
Stock-based compensation expense, net of amounts capitalized204,039 140,612 93,680 
Deferred income taxes(2,007)(2,430)33 
Foreign currency transaction (gain) loss(1,386)1,984 (9,507)
Other44 98 (142)
Changes in operating assets and liabilities:
Accounts receivable, net(46,353)(62,187)(24,037)
Deferred contract acquisition costs(102,017)(96,755)(81,137)
Prepaid expenses and other current assets1,323 (3,427)(4,192)
Other assets8,525 825 (4,107)
Accounts payable6,304 21,036 (4,775)
Accrued expenses and other liabilities4,310 27,192 8,118 
Accrued compensation and benefits8,324 17,775 3,867 
Operating lease liabilities(11,405)(8,888)(7,914)
Deferred revenue95,616 83,780 115,937 
Net cash provided by operating activities35,662 5,672 22,545 
Cash flows from investing activities
Purchases of property and equipment(2,684)(2,485)(3,912)
Business acquisitions, net of cash acquired— (119,854)— 
Purchases of marketable securities(270,268)— — 
Capitalization of internal-use software— (4,932)(317)
Other— — 2,711 
Net cash used in investing activities(272,952)(127,271)(1,518)
Cash flows from financing activities
Proceeds from the issuance of debt— 575,000 — 
Proceeds from issuance of ordinary shares upon exercise of stock options17,471 36,410 77,258 
Payments of debt issuance costs— (9,283)— 
Net cash provided by financing activities17,471 602,127 77,258 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash2,822 (20,599)6,034 
Net increase (decrease) in cash, cash equivalents, and restricted cash(216,997)459,929 104,319 
Cash, cash equivalents, and restricted cash, beginning of period863,637 403,708 299,389 
Cash, cash equivalents, and restricted cash, end of period$646,640 $863,637 $403,708 
Supplemental disclosures of cash flow information
Cash paid for interest$24,136 $12,995 $— 
Cash paid (refunds) for income taxes, net$11,581 $3,979 $(423)
Cash paid for operating lease liabilities$13,136 $10,101 $8,957 
Supplemental disclosures of non-cash investing and financing information
Property and equipment included in accounts payable$121 $150 $10 
Operating lease right-of-use assets for new lease obligations$10,902 $8,992 $1,120 
Acquisition-related indemnity holdback$— $6,000 $— 
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
Elastic N.V.
Consolidated Statements of Operations
(Notes to Consolidated Financial Statementsin thousands, except share and per share data)
Year Ended April 30,
202020192018
Revenue
License - self-managed$53,536  $39,474  $25,759  
Subscription - self-managed and SaaS338,634  208,780  123,623  
Total subscription revenue392,170  248,254  149,382  
Professional services35,450  23,399  10,553  
Total revenue427,620  271,653  159,935  
Cost of revenue
Cost of license - self-managed948  387  387  
Cost of subscription - self-managed and SaaS84,819  53,560  27,920  
Total cost of revenue - subscription85,767  53,947  28,307  
Cost of professional services36,923  24,063  12,433  
Total cost of revenue122,690  78,010  40,740  
Gross profit304,930  193,643  119,195  
Operating expenses
Research and development165,370  101,167  55,641  
Sales and marketing219,040  147,296  82,606  
General and administrative91,625  46,536  28,942  
Total operating expenses476,035  294,999  167,189  
Operating loss(171,105) (101,356) (47,994) 
Other income (expense), net1,963  3,441  (1,357) 
Loss before income taxes(169,142) (97,915) (49,351) 
Provision for (benefit from) income taxes(1,968) 4,388  3,376  
Net loss$(167,174) $(102,303) $(52,727) 
Net loss per share attributable to ordinary shareholders, basic and diluted$(2.12) $(1.86) $(1.65) 
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted78,799,732  54,893,365  32,033,792  
NotePage
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
The accompanying notes are an integral part of these consolidated financial statements.


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Table of Contents
Elastic N.V.
Consolidated Statements of Comprehensive Loss
(in thousands)
Year Ended April 30,
202020192018
Net loss$(167,174) $(102,303)$(52,727) 
Other comprehensive loss:
Foreign currency translation adjustments54  (470) 931  
Other comprehensive income (loss)54  (470) 931  
Total comprehensive loss$(167,120) $(102,773) $(51,796) 
The accompanying notes are an integral part of these consolidated financial statements.
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Elastic N.V.
Consolidated Statements of Redeemable Convertible Preference Shares
and Shareholders’ Equity (Deficit)
(in thousands, except share data)
Redeemable Convertible
Preference Shares
Ordinary SharesTreasury
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Stockholders'
Equity (Deficit)
SharesAmountSharesAmount
Balances as of April 30, 201728,939,466  $200,921  31,130,047  $31  $(25) $35,395  $(1,892) $(162,047) $(128,538) 
Issuance of ordinary shares upon exercise of stock options—  —  668,518   —  2,336  —  —  2,337  
Issuance of ordinary shares related to early exercised stock options—  —  148,630  —  —  —  —  —  —  
Repurchase of ordinary shares—  —  (33,937) —  (344) —  —  —  (344) 
Vesting of early exercised stock options—  —  —  —  109  109  
Ordinary shares issued in connection with the acquisition of Prelert—  —  98,425  —  —  —  —  —  —  
Ordinary shares issued in connection with the acquisition of Opbeat—  —  488,998  —  —  4,018  —  —  4,018  
Ordinary shares issued in connection with the acquisition of Swiftype—  —  732,274   —  8,391  —  —  8,392  
Stock-based compensation—  —  —  —  —  12,293  —  —  12,293  
Net loss—  —  —  —  —  —  —  (52,727) (52,727) 
Foreign currency translation—  —  —  —  —  —  931  —  931  
Balances as of April 30, 201828,939,466  200,921  33,232,955  33  (369) 62,542  (961) (214,774) (153,529) 
Change in par value upon conversion from B.V. to N.V.—  —  —  303  —  (303) —  —  —  
Conversion of redeemable convertible preference shares to ordinary shares upon initial public offering(28,939,466) (200,921) 28,939,466  289  —  200,632  —  —  200,921  
Issuance of ordinary shares upon initial public offering, net of underwriting discounts and issuance costs—  —  8,050,000  93  —  263,749  —  —  263,842  
Issuance of ordinary shares upon exercise of stock options—  —  3,117,320  33  —  18,519  —  —  18,552  
Issuance of ordinary shares upon subscription of restricted stock awards—  —  244,498   —  (3) —  —  —  
Vesting of early exercised stock options—  —  —  —  —  1,019  —  —  1,019  
Vesting of ordinary shares subject to repurchase—  —  —  —  —  449  —  —  449  
Repurchase of early exercised stock options—  —  (43,630) —  —  —  —  —  —  
Ordinary shares issued in connection with the acquisition of Lambda Lab—  —  134,474  —  —  —  —  —  —  
Stock-based compensation—  —  —  —  —  34,531  —  —  34,531  
Net loss—  —  —  —  —  —  —  (102,303) (102,303) 
Foreign currency translation—  —  —  —  —  —  (470) —  (470) 
Balances as of April 30, 2019—  —  73,675,083  754  (369) 581,135  (1,431) (317,077) 263,012  
Issuance of ordinary shares upon exercise of stock options—  —  6,815,098  77  —  61,386  —  —  61,463  
Issuance of ordinary shares upon release of restricted stock units—  —  152,688   —  —  —  —   
Ordinary shares issued in connection with the acquisition of Endgame—  —  1,983,663  21  —  167,316  —  —  167,337  
Ordinary shares issued in connection with the acquisition of Endgame held in escrow—  —  235,031   —  19,824  —  —  19,826  
Assumption of stock option plan as consideration for acquisition of Endgame—  —  —  —  —  9,309  —  —  9,309  
Repurchase of unvested RSAs—  —  (4,585) —  —  —  —  —  —  
Vesting of ordinary shares subject to repurchase—  —  —  —  —  2,730  —  —  2,730  
Stock-based compensation—  —  —  —  —  57,088  —  —  57,088  
Net loss—  —  —  —  —  —  —  (167,174) (167,174) 
Foreign currency translation—  —  —  —  —  —  54  —  54  
Balances as of April 30, 2020—  $—  82,856,978  $856  $(369) $898,788  $(1,377) $(484,251) $413,647  
The accompanying notes are an integral part of these consolidated financial statements.
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Elastic N.V.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended April 30,
202020192018
Cash flows from operating activities
Net loss$(167,174) $(102,303) $(52,727) 
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization12,859  5,695  5,066  
Amortization of deferred contract acquisition costs28,314  21,374  12,731  
Non-cash operating lease cost7,422  —  —  
Stock-based compensation expense60,007  39,942  12,742  
Non-cash acquisition expense settled with shares8,834  —  —  
Deferred income taxes(1,539) 3,621  (323) 
Other1,123  69   
Changes in operating assets and liabilities, net of impact of business acquisitions:
Accounts receivable, net(46,753) (29,804) (21,606) 
Deferred contract acquisition costs(46,217) (30,006) (20,497) 
Prepaid expenses and other current assets(2,950) (18,049) (6,920) 
Other assets5,603  (3,292) (8,502) 
Accounts payable5,968  2,226  (23) 
Accrued expenses and other liabilities5,220  10,872  5,380  
Accrued compensation and benefits19,710  3,842  8,045  
Operating lease liabilities(6,661) —  —  
Deferred revenue85,670  71,876  45,814  
Net cash used in operating activities(30,564) (23,937) (20,819) 
Cash flows from investing activities
Purchases of property and equipment(5,063) (3,447) (2,968) 
Maturities of short-term investments—  —  15,000  
Business acquisitions, net of cash acquired(24,373) (1,986) (3,702) 
Other249  (2,850) —  
Net cash provided by (used in) investing activities(29,187) (8,283) 8,330  
Cash flows from financing activities
Net proceeds from issuance of ordinary shares in initial public offering—  269,514  —  
Proceeds from issuance of ordinary shares upon exercise of stock options61,463  18,552  2,337  
Proceeds from the issuance of ordinary shares related to early exercise of stock options—  —  1,566  
Repurchase of ordinary shares—  —  (344) 
Repurchase of early exercised options—  (500) —  
Repayment of notes payable(90) (106) (132) 
Payment of deferred offering costs—  (5,672) —  
Payment of withholding taxes related to acquisition expense settled in shares(2,834) —  —  
Net cash provided by financing activities58,539  281,788  3,427  
Effect of exchange rate changes on cash, cash equivalents, and restricted cash321  (897) 781  
Net increase (decrease) in cash, cash equivalents, and restricted cash(891) 248,671  (8,281) 
Cash, cash equivalents, and restricted cash, beginning of period300,280  51,609  59,890  
Cash, cash equivalents, and restricted cash, end of period$299,389  $300,280  $51,609  
Supplemental disclosures of cash flow information
Cash paid for income taxes$3,497  $3,067  $3,189  
Cash paid for operating lease liabilities$7,371  $—  $—  
Cash paid for interest$ $ $14  
Supplemental disclosures of non-cash investing and financing information
Purchases of property and equipment included in accounts payable$101  $157  $ 
Operating lease right-of-use assets for new lease obligations$12,332  $—  $—  
Vesting of early exercised stock options$—  $1,019  $109  
Vesting of shares subject to repurchase$2,730  $449  $—  
Issuance of ordinary shares for business acquisition$178,329  $—  $12,410  
Assumption of stock option plan as consideration for business combination$9,309  $—  $—  
Deferred offering costs accrued, unpaid$—  $—  $242  
The accompanying notes are an integral part of these consolidated financial statements.
77



1. Organization and Description of Business
Elastic N.V. (“Elastic” or the “Company”) was incorporated under the laws of the Netherlands in 2012. Elastic is a search company. ItThe Company created the Elastic Stack, a powerful set of software products that ingest and store data from any source and in any format, and perform search, analysis, and visualization in milliseconds or less.on that data. Developers build on top of the Elastic Stack to apply the power of search to their data and solve business problems. The Company also offers three software solutions built oninto the Elastic Stack: Enterprise Search, Observability, and Security. The Elastic Stack and the Company’s solutions are designed to run in public or private clouds, in hybrid environments, or in traditional on-premisesmulti-cloud environments.
Initial Public Offering
In October 2018, the Company completed its initial public offering (“IPO”) in which it issued and sold 8,050,000 ordinary shares at an offering price of $36.00 per share, including 1,050,000 ordinary shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The Company received net proceeds of $263.8 million, after deducting underwriting discounts and commissions of $20.3 million and offering expenses of $5.7 million. Immediately prior to the completion of the IPO, all 28,939,466 shares of the Company’s then-outstanding redeemable convertible preference shares automatically converted into 28,939,466 ordinary shares at their respective conversion ratios and the Company reclassified $200.6 million from temporary equity to additional paid-in capital and $0.3 million to ordinary shares on its consolidated balance sheet.
The Company’s articles of association designated and authorized the Company to issue 72 million ordinary shares with a par value of €0.001 per share up until immediately prior to the completion of the IPO at which time the authorized ordinary shares increased to 165 million.  In addition, the par value of ordinary shares was changed from €0.001 per share to €0.01 per share as required by Dutch law at the time of the Company’s conversion into a Dutch public company with limited liability (naamloze vennootschap).
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the financial statements of the Company and its wholly ownedwholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation.
Fiscal Year
The Company’s fiscal year ends on April 30. References to fiscal 2020,2023, for example, refer to the fiscal year ended April 30, 2020.2023.
Use of Estimates and Judgments
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue between recognized and deferred amounts, deferred contract acquisition costs, allowance for doubtful accounts,credit losses, valuation of stock-based compensation, fair value of ordinary shares in periods prior to the Company’s initial public offering, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, whether an arrangement is or contains a lease, the discount rate used for operating leases, and valuation allowance for deferred income taxes. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events.
In March 2020, the World Health Organization declared the 2019 novel Coronavirus Disease (“COVID-19”) a pandemic. The pandemic is expected to result in a global slowdown of economic activity that is likely to decrease demand for a broad variety of goods and services, including from the Company’s customers, while also disrupting sales channels and marketing activities for an unknown period of time. The full extent to which COVID-19 may impact the Company’s financial condition or results of operations is uncertain.
Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, judgments or revise the carrying value
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of the Company’s assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.
JOBS Act Extended Transition Period
As a result of the market value of our common stock held by our non-affiliates as of October 31, 2019, the Company ceased to be an “emerging growth company” ("EGC"), as defined in the Jumpstart Our Business Startups Act of 2012, with the Company’s transition to a large accelerated filer status as of April 30, 2020. As an EGC, the Company elected not to avail itself of the extended transition periods available for complying with new or revised accounting pronouncements applicable to public companies that are not emerging growth companies. Accordingly, the transition to a large accelerated filer did not have an impact to the Company’s consolidated financial statements.
Foreign Currency
The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each subsidiary in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary operates. Items included in the financial statements of such subsidiaries are measured using that functional currency. The Company periodically re-assesses its operations to determine if previous conclusions are still valid. Changes in functional currencies are applied prospectively if the operations encounter a significant and permanent change.
For the subsidiaries where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are re-measured into U.S. dollars at historical exchange rates. Gains or losses from foreign currency re-measurement and settlements are included in other income (expense), net in the consolidated statement of operations. For the years ended April 30, 2020, 20192023, 2022 and 2018,2021, the Company recognized a re-measurement loss of $2.2$0.4 million, $0.2a loss of $3.6 million, and $1.3a gain of $7.7 million, respectively.
For subsidiaries where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate shareholders’ equity (deficit), into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive loss as a component of shareholders’ equity in the consolidated balance sheet.
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Comprehensive Loss
The Company’s comprehensive loss includes net loss, and unrealized gains and losses on available-for-sale debt securities, and foreign currency translation adjustments.
Cash, Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments, including money market funds with an original maturity of three months or less at the date of purchase, to be cash equivalents. The carrying amount of the Company’s cash equivalents approximates fair value, due to the short maturities of these instruments. RestrictedThe Company’s restricted cash representsconsists primarily of cash on depositdeposits with financial institutions in support of letters of credit in favor of certain landlords for non-cancelable lease agreements.
Cash, cash equivalents, and restricted cash as reported in the Company’s consolidated statements of cash flows includes the aggregate amounts of cash and cash equivalents and the restricted cash as shown on the consolidated balance sheet. Cash, cash equivalents, and restricted cash as reported in the Company’s consolidated statements of cash flows consists of the following (in thousands):
As of April 30,As of April 30,
2020201920232022
Cash and cash equivalentsCash and cash equivalents$297,081  $298,000  Cash and cash equivalents$644,167 $860,949 
Restricted cashRestricted cash2,308  2,280  Restricted cash2,473 2,688 
Cash, cash equivalents and restricted cashCash, cash equivalents and restricted cash$299,389  $300,280  Cash, cash equivalents and restricted cash$646,640 $863,637 
Short-Term InvestmentsMarketable Securities
Investments with an original maturityThe Company’s marketable securities consist of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term or long-term based on the nature of the investments, their maturities, and their availability for use in current operations.highly liquid investment-grade fixed-income securities. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s short-term investments consisted
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of bank deposits with original maturities greater than three months but less than twelve monthsCompany has classified and areaccounted for its marketable securities as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, including prior to maturity. As a result, the Company has classified as short-term investmentsits marketable securities within current assets on the consolidated balance sheets.
Available-for-sale securities are recorded at fair value each reporting period. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective interest method. Interest income is recognized when earned. Unrealized gains and losses on these marketable securities are reported as a separate component of accumulated other comprehensive loss until realized. Realized gains and losses are determined based on the specific identification method and are reported in other income (expense), net in the consolidated balance sheet.statements of operations.
The Company periodically evaluates its marketable securities to assess whether an investment’s fair value is less than its amortized cost basis and if the decline in the fair value is attributable to a credit loss. Declines in fair value judged to be related to credit loss are reported in other income (expense), net in the consolidated statements of operations.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable,Company follows ASC 820, Fair Value Measurements and accrued liabilities. Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, dueDisclosures, with respect to the short period of time to maturity. Accounts receivable, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.
Assetsassets and liabilities recordedthat are measured at fair value on a recurring basis in the consolidated balance sheet consisting primarily of cash equivalents are categorized based upon the level of judgment associated with the inputs used to measure theirvalue. Under this standard, fair values. Fair value is defined as the exchange price that would be received forto sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants onat the measurementreporting date. Valuation techniquesThe accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used to measurein the valuation methodologies in measuring fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value:as follows:
Level 1:   Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2:   Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:   Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying values
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The Company’s financial instruments includingconsist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, and accrued liabilities approximate their respectiveliabilities. Cash equivalents are stated at amortized cost, which approximates fair valuesvalue at the balance sheet dates, due to the short period of time to maturity,maturity. Marketable securities are recorded at fair value. Accounts receivable, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment.payment date.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash, short-term investments,marketable securities, and accounts receivable. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company maintains its cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. The Company invests its excess cash in highly-rated money market funds and in short-term investments. The Company extends credit to customers in the normal course of business. The Company performs credit analyses and monitors the financial health of its customers to reduce credit risk. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Management performs ongoing credit evaluations of customers and maintains allowances for potential credit losses on customers’ accounts when deemed necessary.
NaNOne customer, represented 10% or morea channel partner, accounted for 12% of net accounts receivable (11%) as of April 30, 2020, and no2023. No customer represented more than 10% or more of net accounts receivable as of April 30, 2019. NaN2022. No customer accounted for more than 10% of the Company’s total revenue for the years ended April 30, 2020, 20192023, 2022 and 2018, respectively.2021.
Accounts Receivable, Unbilled Accounts Receivable and Allowance for Doubtful AccountsCredit Losses
Accounts receivable primarily consists of amounts billed currently due from customers. The Company’s accounts receivable are subject to collection risk. Gross accounts receivable are reduced for this risk by an allowance for doubtful accounts.credit losses. This allowance is for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company determines the need for an allowance for doubtful accountscredit losses based upon various factors, including past collection experience, credit quality of the customer, age of the receivable balance, and current economic conditions, as well as specific circumstances arising with individual customers. Accounts receivables are written off against the allowance when management determines a balance is uncollectible and the Company no longer actively pursues collection of the receivable.
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The Company does not typically offer right of refund in its contracts. The allowance for doubtful accountscredit losses reflects the Company’s best estimate of probable losses inherent in the Company’s receivables portfolio. The Company has not experienced significant credit losses from its accounts receivable. As of April 30, 20202023 and 2019,2022, the allowance for doubtful accountscredit losses was $1.2$3.4 million and $1.4$2.7 million, respectively. Activity related to the Company’s allowance for doubtful accountscredit losses for the years ended April 30, 2023, 2022 and 2021 was as follows (in thousands):
Year ended April 30,Year Ended April 30,
202020192018202320222021
Beginning balanceBeginning balance$1,411  $776  $357  Beginning balance$2,700 $2,344 $1,247 
Cumulative-effect adjustment from adoption of ASU 2016-13Cumulative-effect adjustment from adoption of ASU 2016-13— — (367)
Bad debt expenseBad debt expense193  1,105  1,265  Bad debt expense2,722 2,980 5,095 
Accounts written offAccounts written off(357) (470) (846) Accounts written off(2,013)(2,624)(3,631)
Ending balanceEnding balance$1,247  $1,411  $776  Ending balance$3,409 $2,700 $2,344 
Unbilled accounts receivable represents amounts for which the Company has recognized revenue, pursuant to the Company’s revenue recognition policy, for fulfilled obligations, but not yet billed. The unbilled accounts receivable balance was $2.6$2.2 million and $1.7$9.2 million as of April 30, 20202023 and 2019,2022, respectively.
Capitalized Software Development and Implementation Costs
Software development costs for software to be sold, leased, or otherwise marketed are expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the product is available for general release to customers and amortized over the estimated life of the product. Technological feasibility is established upon the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. To date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility. As such, all related software development costs are expensed as incurred and included in research and development expense in the consolidated statement of operations.
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Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, orand costs related to the development of web-based productsproduct are capitalized.capitalized during the application development stage. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementationpost-implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized.
The Company also capitalizes qualifying implementation costs incurred in a hosting arrangement that is a service contract. These costs are amortized on a straight-line basis over the expected life of the service contract, including consideration of the reasonably certain renewal periods, and are presented in the same income statement line items as the service for the related hosting arrangement. The Company did not capitalize any costs related to software developedduring the year ended April 30, 2023 and capitalized $5.1 million of such costs in the year ended April 30, 2022, and these costs are recorded in other assets, non-current on the consolidated balance sheets. Amortization expense for internal use or web-based products in the fiscal years ended April 30, 2020, 20192023 and 2018.2022 was $1.2 million and $0.2 million, respectively. No amortization expense related to capitalized implementation costs was recorded during the fiscal year ended April 30, 2021 as the underlying implementation activities were not complete.
Property and Equipment
Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the financial statements and any resulting gain or loss is reflected within the consolidated statement of operations. There was no material gain or loss incurred as a result of retirement or sale in the periods presented. Repair and maintenance costs are expensed as incurred.
Leases
Leases arise from contractual obligations that convey the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company determines whether an arrangement is or contains a lease at inception, based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. At the lease commencement date, the Company determines the lease classification between finance and operating and recognizes a right-of-use asset and corresponding lease liability for each lease component. A right-of-use asset represents the Company’s right to use an underlying asset and a lease liability represents the Company’s obligation to make payments during the lease term. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease components and non-lease components as a single lease component. Leases with an initial term of twelve months or less are classified as short-term leases and therefore are not recognized on the consolidated balance sheets and are expensed on a straight-line basis within the consolidated statement of operations.
The lease liability is initially measured as the present value of the remaining lease payments over the lease term. The discount rate used to determine the present value is the Company’s incremental borrowing rate unless the interest rate implicit in the lease is readily determinable. The Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The right-of-use asset is initially measured as the present value of the lease payments, adjusted for initial direct costs, prepaid lease payments to lessors and lease incentives.
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Acquisitions
TheWhen the Company has completed a number of acquisitions of other businesses in the past and may acquire additional businesses or technologies in the future. The results of businesses acquired inacquires a business, combination are included in the Company’s consolidated financial statements from the date of acquisition. The Company allocates the purchase price, which is the sum of the consideration provided and may consist of cash, equity or a combination of the two, in a business combination to the identifiable assets and liabilities of the acquired business at their acquisition dateestimated respective fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including, but not limited to, the selection of valuation methodologies, estimates of future revenue and cash flows, costs to rebuild developed technology, discount rates and selection of comparable companies. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to other income, net in the consolidated statement of operations.
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When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s shareholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post- acquisition services and recognized as expense over the requisite service period.
To date, the assets acquired and liabilities assumed in the Company’s business combinations have primarily consisted of goodwill and finite-lived intangible assets, consisting primarily of developed technologies, in-process research & development, customer relationships and trade names. The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, and the specific characteristics of the identified intangible assets. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions and competition. In connection with determination of fair values, the Company may engage independent appraisal firms to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations.
Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred, but are accounted for as an operating expense in the period in which the costs are incurred.
The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for using the acquisition method for accounting and is not amortized. The Company tests goodwill for impairment at least annually, in the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that this asset may be impaired. For the purposes of impairment testing, the Company has determined that it has 1one operating segment and 1one reporting unit. The Company’s test of goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the quantitative analysis, the Company compares the fair value of its reporting unit to its carrying value. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the fair value of the reporting unit is less than book value, then undergoodwill will be impaired by the second stepamount that the carrying amount ofexceeds the goodwill is compared to its implied fair value. There was 0no impairment of goodwill recorded for the years ended April 30, 2020, 20192023, 2022 and 2018.2021.
Acquired Intangible Assets
Acquired amortizable intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets.
Useful life
(in years)
Developed technology4-5
Customer relationships4
Trade names4
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets, including property and equipment and amortizable acquired intangible assets, for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include: significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the
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Company’s business strategy. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the year ended April 30, 2023, the Company recorded asset impairment charges comprising impairment of operating lease right-of-use assets and the associated furniture, equipment, and leasehold improvements of $5.1 million and $1.1 million, respectively, for exited leased office spaces associated with the Company’s restructuring plan. See Note 16 for further details. The Company determined that there were no events or changes in circumstances that indicated that its long-lived assets were impaired during the years ended April 30, 2020, 20192022 and 2018.2021.
In addition to the recoverability assessment, the Company periodically reviews the remaining estimated useful lives of property and equipment and amortizable intangible assets. If the estimated useful life assumption for any asset is changed, the remaining unamortized balance would be depreciated or amortized over the revised estimated useful life, on a prospective basis.
Deferred Offering Costs
Deferred offering costs were capitalized and consisted of fees and expenses incurred in connection with the sale of the Company’s ordinary shares in its IPO, including the legal, accounting, printing and other IPO-related costs. Upon consummation of the IPO in October 2018, $0.2 million of previously deferred offering costs along with additional offering costs of $5.5 million were reclassified to shareholders’ equity (deficit) and recorded against the proceeds from the offering.
Revenue Recognition
The Company generates revenue primarily from the sale of self-managed subscriptions (which include licenses for proprietary features, support, and maintenance) and SaaSfrom the sale of software-as-a service (“SaaS”) subscriptions. The Company also generates revenue from professional services, which consist of consulting and training.
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Under ASC Topic 606, Revenue from Contracts with Customers, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company’s contracts include varying terms and conditions, and identifying and evaluating the impact of these terms and conditions on revenue recognition requires significant judgment. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the following steps:
(i)    identification of the contract with a customer;
The Company contracts with its customers through order forms, which in some cases are governed by master sales agreements. The Company determines that it has a contract with a customer when the order form has been approved, each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the services can be identified, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company has concluded that its contracts with customers generally do not contain warranties that give rise to a separate performance obligation.
(ii)    determinationidentification of whether the promised goods or services are performance obligations;obligations in the contract;
Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the products or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract.
The Company’s self-managed subscriptions include both an obligationa license providing the right to provide access touse proprietary features in its software, as well as an obligation to provide support (on both open source and proprietary features) and maintenance. The Company’s SaaS products provide access to hosted software as well as support, which the Company considers to be a single performance obligation.
Services-related performance obligations relate to the provision of consulting and training services. These services are distinct from subscriptions and do not result in significant customization of the software.
(iii)    measurementdetermination of the transaction price;
The Company measures the transaction price with reference tois the standalone selling price (“SSP”)total amount of the various performance obligations inherent within a contract. The SSP is determined based on the prices at whichconsideration the Company separately sells these products, assumingexpects to be entitled to in exchange for the majority of these fall within a pricing range. In instances where SSP is not directly observable, such as when the Company does not sell the software license separately, the Company derives the SSP using
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information that may include market conditions and other observable inputs that can require significant judgment. There is typically more than one SSP for individual productssubscriptions and services due to the stratification of those products and services by quantity, term of the subscription, sales channel and other circumstances.in a contract. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component.
(iv)    allocation of the transaction price to the performance obligations; and
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative SSP.standalone selling price (‘SSP”). The SSP is determined based on the prices at which the Company separately sells these products assuming the majority of these prices fall within a pricing range. In instances where SSP is not directly observable, such as when the Company does not sell the software license separately, the Company derives the SSP using information that may include market conditions and other observable and unobservable inputs which can require significant judgment. There is typically more than one SSP for individual products and services due to the stratification of those products and services by quantity, term of the subscription, sales channel and other circumstances. If one of the performance obligations is outside of the SSP range, the Company allocates SSPthe transaction price considering the midpoint of the SSP range. The Company also considers if there are any additional material rights inherent in a contract and, if so, the Company allocates a portion of the transaction price to such rights based on a relative SSP.
(v)    recognition of revenue when the Company satisfies each performance obligation;
Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. Revenue for SaaS offerings that relate to a specified amount of services is recognized on a consumption basis as the customers utilize the services. Revenue from SaaS offerings that are stand-ready arrangements is recognized ratably over the contract period as the Company satisfies the performance obligation. The Company’s self-managed subscriptions include both upfront revenue recognition when the license is delivered as well as revenue recognized ratably over the contract period for support and maintenance based on the stand-ready nature of these subscription elements. Revenue on the Company’s SaaS products is recognized ratably over the contract period when the Company satisfies the performance obligation.
Professional services
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Services comprise consulting services as well as public and private training. Consulting services are generally time-based arrangements. Revenue from professional services is recognized as these services are performed.delivered.
The Company generates sales directly through its sales team and through its channel partners. Sales to channel partners are made at a discount and revenues are recorded at this discounted price once all the revenue recognition criteria above are met. To the extent that the Company offers rebates, incentives or joint marketing funds to such channel partners, recorded revenues are reduced by this amount. Channel partners generally receive an order from an end-customerend customer prior to placing an order with the Company. Payment from channel partners is not contingent on the partner’s collection from end-customers.end customers.
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to customers. For annual contracts, the Company typically invoices customers at the time of entering into the contract. For multi-year agreements, the Company generally invoices customers on an annual basis prior to each anniversary of the contract start date. The Company records unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as the Company has an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. Contract liabilities consist of deferred revenue which is recognized over the contractual period.
Deferred Contract Acquisition Costs
Deferred contract acquisition costs represent costs that are incremental to the acquisition of customer contracts, which consist mainly of sales commissions and associated payroll taxes. The Company determines whether costs should be deferred based on sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract.
During the fiscal year ended April 30, 2020, the Company updated its sales commissions plan by incorporating different commission rates for contracts with new customers and incremental sales to existing customers, and subsequent subscription renewals. Subsequent to this change, salesSales commissions for renewal of a subscription contract are not considered commensurate with the commissions paid for contracts with new customers and incremental sales to existing customers given the substantive difference in commission rates in proportion to their respective contract values. Effective May 1, 2019, commissionsCommissions paid for contracts with new customers and incremental sales to existing customers are amortized over an estimated period of benefit of five years, while commissions paid for renewal contracts are amortized based on the pattern of the associated revenue recognition over the related contractual renewal period for the pool of renewal contracts. The Company determines the period of benefit for commissions paid for contracts with new customers and incremental sales to existing customers by taking into consideration its initial estimated customer life and the technological life of its software and related significant features. Commissions paid on professional services are typically amortized in accordance with the associated revenue as the commissions paid on new and renewal professional services are commensurate with each other. Amortization of deferred contract acquisition costs is recognized in sales and marketing expense in the consolidated statement of operations.
The Company periodically reviews the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs.
Further disclosures with respect to the Company’s deferred contract acquisition costs are also included in Note 6, Balance Sheet Components.
Cost of Revenue
Cost of revenue consists primarily of costs related to providing subscriptionsubscriptions and professional services to the Company’s customers, including personnel costs (salaries, bonuses and benefits, and stock-based compensation) and related
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expenses for customer support and services personnel, as well as cloud infrastructure costs, third-party expenses, depreciation of fixed assets, amortization associated with acquired intangible assets, and allocated overhead.
Research and Development
Research and development costs are expensed as incurred and consist primarily of personnel costs, including salaries, bonuses and benefits, and stock-based compensation. Research and development costs also include depreciation and allocated overhead.
Advertising
Advertising costs are charged to operations as incurred or the first time the advertising takes place, based on the nature of the advertising, and include direct marketing, events, public relations, sales collateral materials and partner programs. Advertising costs were $7.7 million, $6.5 million, $1.7 million for the years ended April 30, 2020, 2019 and 2018 respectively. Advertising costs are recorded in sales and marketing expense in the consolidated statement of operations. Advertising costs were $22.4 million, $19.7 million and $16.7 million for the years ended April 30, 2023, 2022 and 2021 respectively.
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Stock-Based Compensation
Compensation expense related to stock awards issued to employees, including stock options restricted stock awards (“RSAs”), and restricted stock units (“RSUs”RSU”), is measured at the fair value on the date of the grant and recognized over the requisite service period. The fair value of stock options and purchase rights issued to employees under the 2022 Employee Stock Purchase Plan (“2022 ESPP”) is estimated on the date of the grant using the Black-Scholes option-pricing model. The fair value of RSAs and RSUs is estimated on the date of the grant based on the fair value of the Company’s underlying ordinary shares.
Compensation expense for stock options and RSUs is recognized on a straight-line basis over the requisite service period. Compensation expense for RSAs is amortized on a graded basis over the requisite service period as long as the underlying performance condition is probable to occur. RSAs issued till date included a performance condition in the form of a specified liquidity event.  The liquidity event condition was satisfied upon the effectiveness of the Company’s registration statement on Form S-1 ("IPO registration statement"), on October 4, 2018. On that date, the Company recorded a cumulative stock-based compensation expense of $1.7 million using the accelerated attribution method for all RSAs, for which the service condition had been fully satisfied as of October 4, 2018. The remaining unrecognized stock-based compensation expense related to the RSAs will be recorded over their remaining requisite service periods. The Company recognizes forfeitures as they occur.
Debt Issuance Costs
Costs incurred in connection with the issuance of debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method. To the extent that the debt is outstanding, these amounts are reflected in the consolidated balance sheets as direct deductions from the carrying amount of the outstanding borrowings.
Net Loss per Share Attributable to Ordinary Shareholders
The Company calculates basic net loss per share by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, less shares subject to repurchase. Diluted net loss per share is computed by giving effect to all potentially dilutive ordinary share equivalents outstanding for the period, including stock options, and restricted stock units.
Prior to the completion of the IPO in October 2018, the Company calculated basicunits, and diluted net loss per share attributable to ordinary shareholders in conformity with the two-class method required for companies with participating securities. The Company considered all series of redeemable convertible preference shares and early exercised stock options to be participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend was paid on ordinaryESPP shares. Under the two-class method, the net loss attributable to ordinary shareholders was not allocated to the redeemable convertible preference shares and early exercised stock options as the holders of redeemable convertible preference shares and early exercised stock options did not have a contractual obligation to share in losses.
Under the two-class method, basic net loss per share attributable to ordinary shareholders was calculated by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to ordinary shareholders was computed by giving effect to all potentially dilutive ordinary shares outstanding for the period. For purposes of this calculation, redeemable convertible preference shares, stock options to acquire ordinary shares, contingently issuable shares, and early exercised stock options were considered potentially dilutive ordinary shares, but had been excluded from the calculation of diluted net loss per share attributable to ordinary shareholders as their effect was antidilutive.
Upon completion of the IPO, all shares of redeemable convertible preference shares then outstanding were automatically converted into an equivalent number of shares of ordinary shares on a one-to-one basis and their carrying amount reclassified into stockholders’ equity (deficit). As of April 30, 2020, the Company did not have any preference shares issued and outstanding.
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Treasury Shares
Ordinary shares of the Company that are repurchased are recorded as treasury shares at cost and are included as a component of shareholders’ equity. As of April 30, 2023 and 2022, the Company had 35,937 treasury shares that were repurchased at an average price of $10.30 per share.
Segments
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”). The Company’s Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. The Company presents financial information about its operating segment and geographical areas in Note 15 to the consolidated financial statements.15.
Income Taxes
The Company is subject to income taxes in the Netherlands and numerous foreign jurisdictions. These foreign jurisdictions may have different statutory rates than the Netherlands. The Company records a provision for (benefit from) income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized.
The calculation of the Company’s tax obligations involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740, Income Taxes, provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon the Company’s evaluation of the facts, circumstances and information available at each period end. For those tax positions where the Company has determined there is a greater than 50 percent50% likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is determined there is less than fifty percent50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized.
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Although the Company believes that it has adequately reserved for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. As the Company expands internationally, it will face increased complexity, and the Company’s unrecognized tax benefits may increase in the future. The Company makes adjustments to its reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for (benefit from) income taxes in the period in which such determination is made.
Customer Deposits
Certain of the Company’s contracts, acquired via the Endgame, Inc. (“Endgame”) acquisition, allow for termination at the customer’s convenience, or the Company may receive prepayments on master sales agreements. In these cases, the Company does not consider a contract to exist past the term in which enforceable rights and obligations exist. Amounts received related to these agreements are classified outside of deferred revenue in the consolidated balance sheet, and these amounts do not represent contract balances. As of April 30, 2020, the Company had $2.6 million of customer deposits included in accrued expenses and other liabilities, and $8.5 million of non-refundable customer deposits included in other liabilities, non-current on the consolidated balance sheet.

Recently Adopted Accounting Pronouncements
Leases:Equity Awards: In February 2016,May 2021, the Financial Accounting Standards Board (the “FASB”(“FASB”) issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting Standards Updatefor Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU”ASU No. 2021-04”) 2016-02, codified as Accounting Standards Codification 842 (“ASC 842”), which requires lessees to recordclarifies the assets and liabilities arising from all leases, withaccounting for modifications or exchanges of a freestanding equity-classified written call option that is not within the exceptionscope of short-term leases, on the balance sheet. Under ASC 842, lessees recognize a liability for lease payments and a right-of-use asset.another topic. This guidance retainsaddresses how an entity should treat, measure the distinction between finance leaseseffect of, and operating leases andrecognize the classification criteria for finance leases remains similar. For finance leases,effect of a lessee recognizes the interest on a lease liability separate from amortizationmodification of the right-of-use asset. In addition, repaymentsterms or conditions or an exchange of the
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principal amount are presented within financing activities, and interest payments are presented within operating activities in the consolidated statements of cash flows. For operating leases, a lessee recognizes a single lease cost on a straight-line basis and classifies all cash payments within operating activities in the consolidated statements of cash flows.
freestanding equity-classified written call option that remains equity classified after modification or exchange. The Company adopted the new lease accounting standard effectiveASU No. 2021-04 on May 1, 2019 using the additional transition method described in2022. The Company’s adoption of this ASU No. 2018-11, Leases – Targeted Improvements, which was issued in July 2018. Under the additional transition method, the Company recognized the cumulative effect of initially applying the guidance as an adjustment to the operating lease right-of-use assets and operating lease liabilitiesdid not have a material impact on its consolidated balance sheet on May 1, 2019 without retrospective application to comparative periods. Upon adoption, the Company elected the following:
• the package of practical expedients which allows for not reassessing (1) whether existing contracts contain leases, (2) the lease classification for existing leases, and (3) whether existing initial direct costs meet the new definition,
• the practical expedient in ASC Subtopic 842-10 to not separate non-lease components from lease components and instead account for each separate lease component and non-lease components associated with that lease component as a single lease component by class of the underlying asset, and
• not to recognize right-of-use assets and lease liabilities for short-term leases, which have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.
The adoption of ASC 842 resulted in recognition of right-of-use assets of $28.1 million, which included the impact of existing deferred rents of $1.0 million, prepaid rent of $0.2 million and lease liabilities of $28.9 million as of May 1, 2019. See Note 9, Leases, for additional details.
The adoption of the new lease accounting standard had no impact on cash provided by or used in operating, investing or financing activities in the Company’s consolidated statements of cash flows. The adoption of the new lease accounting standard did not impact the Company’s consolidated statements of operations and the Company's Consolidated Statements of Redeemable Convertible Preference Shares and Shareholders’ Equity (Deficit) nor previously reported financial results.
Comprehensive Income: In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which provides financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or “TCJA”) (or portion thereof) is recorded. The amendments in this ASU can be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company adopted this guidance on May 1, 2019. No reclassifications out of accumulated other comprehensive loss to net income were recorded in fiscal 2020.statements.
New Accounting Pronouncements Not Yet Adopted
Credit Losses:Acquisitions: In June 2016,October 2021, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses2021-08, Business Combinations (Topic 326)805): Measurement of Credit Losses on Financial Instruments,Accounting for Contract Assets and has since issued various amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The standard and related amendments modify theContract Liabilities from Contracts with Customers, improving consistency in accounting for credit losses for most financialacquired revenue contracts with customers in a business combination by requiring that acquirers apply ASC 606 to recognize contract assets and requirecontract liabilities as if they had originated the use of an expected loss model, replacingcontracts. If the currently used incurred loss method. Under this model, entities willacquiree prepared its financial statements in accordance with U.S. GAAP, the resulting acquired contract assets and liabilities should generally be required to estimateconsistent with the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of theacquiree’s financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset.statements. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2021, though early adoption is permitted. The Company does not expect the adoption of the new accounting standard will have a material impact on its consolidated financial statements.
Goodwill Impairment: In January 2017, the FASB issued ASU No. 2017-04, Intangibles— Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new standard will simplify the measurement of goodwill by eliminating step two of the two-step impairment test. Step two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for the Company for the year ending April 30, 2021, though early adoption is permitted. The Company does not expect the adoption of the new accounting standard will have a material impact on its consolidated financial statements.
Fair Value Measurements: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies, removes and adds certain disclosure requirements on fair value measurements based on the FASB
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Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2021. Early adoption is permitted. The Company does not expect the adoption of the new accounting standard to have a material impact on its consolidated financial statements.
Intangible Assets: In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2021, though early adoption is permitted. The Company does not expect the adoption of the new accounting standard will have a material impact on its consolidated financial statements.
Income Taxes: In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, eliminating certain exceptions to the general principles in ASC 740 related to intra-period tax allocation, deferred tax liability and general methodology for calculating income taxes. Additionally, the ASU makes other changes for matters such as franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2022.2024. Early adoption is permitted. The Company does not expect the adoption of the new accounting standard to have a material impact on its consolidated financial statements.
3. Revenue and Remaining Performance Obligations
Disaggregation of Revenue
The following table presents revenue by category (in thousands):
Year Ended April 30,
202020192018
Amount% of
Total
Revenue
Amount% of
Total
Revenue
Amount% of
Total
Revenue
Self-managed subscription$299,880  70 %$202,419  74 %$123,898  77 %
License53,536  12 %39,474  14 %25,759  16 %
Subscription246,344  58 %162,945  60 %98,139  61 %
SaaS92,290  22 %45,835  17 %25,484  16 %
Total subscription revenue392,170  92 %248,254  91 %149,382  93 %
Professional services35,450  %23,399  %10,553  %
Total revenue$427,620  100 %$271,653  100 %$159,935  100 %
Year Ended April 30,
202320222021
Amount% of
Total
Revenue
Amount% of
Total
Revenue
Amount% of
Total
Revenue
Elastic Cloud$424,053 40 %$298,615 35 %$166,319 27 %
Other subscription560,709 52 %500,155 58 %401,020 66 %
Total subscription984,762 92 %798,770 93 %567,339 93 %
Services84,227 %63,604 %41,150 %
Total revenue$1,068,989 100 %$862,374 100 %$608,489 100 %
For the years ended April 30, 2023 and 2022, license revenue from the Company’s other subscription revenue was less than 10% of total revenue. For the year ended April 30, 2021, license revenue from the Company’s other subscription revenue was 11% of total revenue.
Remaining Performance Obligations
As of April 30, 2020,2023, the Company had $535.6 million$1.103 billion of remaining performance obligations, which is comprised of product and services revenue not yet delivered.obligations. As of April 30, 2020,2023, the Company expects to recognize approximately 83%88% of its remaining performance obligations as revenue over the next 24 months and the remainder thereafter.

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4. Fair Value Measurements
The Company measures financial assets and liabilities that are measured at fair value on a recurring basis at each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.Financial Assets
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The following table summarizes assets that are measured at fair value on a recurring basis as of April 30, 20202023 (in thousands):
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Financial Assets:Financial Assets:Financial Assets:
Cash and cash equivalents:Cash and cash equivalents:Cash and cash equivalents:
Money market fundsMoney market funds$197,314  $—  $—  $197,314  Money market funds$194,261 $— $— $194,261 
U.S. agency securitiesU.S. agency securities— 27,406 — 27,406 
Certificates of deposit
Certificates of deposit
— 21,750 — 21,750 
Commercial paperCommercial paper— 60,750 — 60,750 
Total included in cash and cash equivalentsTotal included in cash and cash equivalents194,261 109,906 — 304,167 
Marketable Securities:Marketable Securities:
Certificates of depositCertificates of deposit— 31,645 — 31,645 
Commercial paperCommercial paper— 33,735 — 33,735 
U.S. treasury securitiesU.S. treasury securities47,627 — — 47,627 
Corporate debt securities
Corporate debt securities
— 118,228 — 118,228 
U.S. agency bondsU.S. agency bonds— 39,806 — 39,806 
Total marketable securitiesTotal marketable securities47,627 223,414 — 271,041 
Total financial assetsTotal financial assets$241,888 $333,320 $— $575,208 
The following table summarizes assets that are measured at fair value on a recurring basis as of April 30, 20192022 (in thousands):
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Financial Assets:Financial Assets:Financial Assets:
Cash and cash equivalents:Cash and cash equivalents:Cash and cash equivalents:
Money market fundsMoney market funds$261,864  $—  $—  $261,864  Money market funds$559,462 $— $— $559,462 
Money market funds consist of
For the years ended April 30, 2023, 2022, and 2021, interest income from the Company’s cash and cash equivalents with remaining maturities of three months or less at the date of purchase.  The Company uses quoted prices in active markets for identical assets to determine the fair value of its Level 1 investments in money market funds.  
5. Acquisitions
Fiscal 2020 Acquisition
Endgame, Inc.
On October 8, 2019, the Company acquired all outstanding shares of Endgame, a security company offering endpoint protection technology, for a total acquisition price of $234.0 million. Elastic paid the purchase price through (i) the issuance of 2,218,694 ordinary shares in respect of Endgame’s outstanding capital stock, warrants, convertible notes, and certain retention awards, (ii) the cash repayment of Endgame’s outstanding indebtedness of $20.4marketable securities was $17.7 million, (iii) the assumption of Endgame’s outstanding stock options, (iv) a $0.4 million cash deposit to an expense fund for the fees and expenses of the representative and agent of Endgame securityholders, (v) the cash payment of Endgame’s transaction expenses of $5.9$0.2 million, and (vi)$0.3 million, respectively, and is included in other income (expense), net in the cash paymentconsolidated statement of withholding taxes related to acquisition expense settled in sharesoperations.
As of $2.8 million. Approximately 11% of the ordinary shares issued, or 235,031 shares, is being held in an indemnity escrow fund for 18 months after the acquisition close date. For purposes of determining the total acquisition price of $234.0 million, the Company used the ordinary share price of $89.3836 which was determinedApril 30, 2023, net unrealized losses on the basismarketable securities were immaterial. The fluctuations in market interest rates impact the unrealized losses or gains on these securities.
As of April 30, 2023, the volume weighted average price per share rounded to four decimal places for the twenty (20) consecutive trading days ending with the complete trading day ending five (5) trading days prior to the date upon which the acquisition was consummated.
The fair value of the shares transferred as consideration was $84.12 per share and was determined on the basis of the closing stock pricecontractual maturities of the Company’s ordinary sharesavailable-for-sale debt securities, excluding those securities classified within cash and cash equivalents on the date of acquisition.consolidated balance sheet, did not exceed 36 months. The fair valuevalues of the assumed stock options was determinedavailable-for-sale securities, by using a Black-Scholes option pricing model with the applicable assumptionsremaining contractual maturity, are as of the acquisition date.
The stock options assumed on the acquisition date will continue to vest as the Endgame employees provide services in the post-acquisition period. The fair value of these awards will be recorded as share-based compensation expense over the respective vesting period of each stock option.
The acquisition was accounted for as a business combination and the total purchase price was allocated to the net tangible and intangible assets and liabilities based on their respective fair values on the acquisition date and the excess was recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Annual Report on Form 10-K. The Company continues to collect information with regards to its estimates and assumptions, including potential liabilities, contingencies, and the allocation of the purchase price. The Company will record adjustments to the fair value of the net assets acquired, liabilities assumed and goodwill within the measurement period, if necessary.
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The following table summarizes the components of the U.S. GAAP purchase price and the preliminary allocation of the purchase price at fair valuefollows (in thousands):
Cash paidAs of
April 30, 2023
Due within 1 year$26,633168,264 
Ordinary sharesDue between 1 year and 3 years178,331102,777 
Assumption of stock option plan9,309 
Total considerationmarketable securities$214,273271,041 
Financial Liabilities
In July 2021, the Company issued $575.0 million aggregate principal amount of 4.125% Senior Notes due July 15, 2029 (the “Senior Notes”) in a private placement. Based on the trading prices of the Senior Notes, the fair value of the Senior Notes as of April 30, 2023 was approximately $498.1 million. While the Senior Notes are recorded at cost, the fair value of the Senior Notes was determined based on quoted prices in markets that are not active; accordingly, the Senior Notes are categorized as Level 2 for purposes of the fair value measurement hierarchy.
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5. Acquisitions
Fiscal 2022 Acquisitions
cmdWatch Security Inc.
On September 17, 2021, the Company acquired 100% of the share capital of cmdWatch Security Inc. (“Cmd”) for a total purchase consideration of $77.8 million. The above U.S. GAAP purchase price consideration does not include ordinary sharesincludes an amount of Elastic issued as part$13.4 million held in an indemnity escrow fund, which was released on the 18-month anniversary of accelerationthe acquisition close date. Pursuant to the merger agreement, Cmd’s vested stock options were paid in cash and unvested stock options held by Cmd employees were assumed by the Company. The fair value of the replacement equity awards associated with pre-acquisition service period of $4.3 million, consisting of $3.0 million paid in cash to vested option holders and participation$1.3 million of non-cash consideration, was included in the retention bonus pool.total purchase consideration. Approximately $6.6 million of the fair value of replacement equity awards was allocated to post-acquisition services that is being recognized as stock-based compensation expense over the remaining service period and was excluded from the total purchase consideration. Additionally, an amount of $6.5 million for post-combination services, which is payable upon completion of the underlying required service period, has been excluded from the purchase consideration. This amount is being recorded as a post-combination expense over the requisite service period.
The following table summarizesacquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations, and accordingly, the preliminary estimated fair values oftotal purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed (in thousands):

Cash and cash equivalents$2,220 
Restricted cash40 
Accounts receivable2,661 
Prepaid and other current assets549 
Operating lease right-of-use assets4,363 
Property and equipment503 
Intangible assets53,800 
Other assets58 
Goodwill178,764 
Accounts payable(1,112)
Accrued expenses and other current liabilities(3,035)
Accrued compensation and benefits(5,042)
Operating lease liabilities, current(981)
Deferred revenue, current(3,532)
Deferred revenue, non-current(2,661)
Operating lease liabilities, non-current(3,551)
Other liabilities, non-current(8,771)
Total purchase consideration$214,273 
Identifiable intangible assets include (in thousands):
TotalUseful life (in years)
Developed technology$32,700  5
Customer relationships19,200  4
Trade name1,900  4
Intangible assets$53,800  
Developed technology consists of software products and security platform developed by Endgame. Customer relationships consists of contracts with platform users that purchase Endgame’s products and services that carry distinct value. Trade names represent the Company’s right to the Endgame trade names and associated design, as it exists as ofbased on their estimated fair values on the acquisition closing date.
The total purchase price allocated to developed technology and goodwill was $15.5 million and $58.7 million, respectively. The fair value assigned to developed technology was determined primarily using the multi-period excess earnings model, which estimates the revenue and cash flows derived from the asset and then deducts portions of the cash flow that can be attributedcost to supporting assets otherwise recognized. Management applied significant judgment in estimating the fair value of therecreate approach. The developed technology intangible asset which involved the use of significant estimates related to the revenue growth rate assumption for both existing and any future product offerings. The fair value of the Company’s customer relationships was determined using the income approach, which discounts expected future cash flows to present value using estimates and assumptions related to revenue and customer growth rate as determined by management. The fair value assigned to trade name
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was determined using the relief from royalty method, where the owner of the asset realizes a benefit from owning the intangible asset rather than paying a rental or royalty rate for use of the asset. The acquired intangible assets areis being amortized on a straight-line basis over their respectivethe useful lives,life of 5 years, which approximates the pattern in which these assets arethe developed technology is utilized.
Recognized goodwill Goodwill resulted primarily from the expectation of $178.8 millionenhancing the Company's current security solutions and is not deductible for income tax purposes and is primarily attributed to planned growth in new markets, synergies arising from the acquisition and the value of the acquired workforce.purposes.
Net tangible assets and liabilities assumed were valued at their respective carrying amounts as of the acquisition date, as the Company believes that these amounts approximate their current fair values.
EndgameCmd has been included in the Company’s consolidated results of operations since the acquisition date. Endgame’s results were immaterial to the Company’s consolidated results for the year ended April 30, 2020.
The following unaudited proPro forma condensed consolidated financial information gives effect to the acquisition of Endgame as if it were consummated on May 1, 2018 (the beginning of the comparable prior reporting period), including pro forma adjustments related to the valuation and allocation of the purchase price, primarily amortization of acquired intangible assets and deferred revenue fair value adjustments; share-based compensation expense; alignment of accounting policies; the impact of applying ASC Topic 606, Revenue From Contracts With Customers,to Endgame’s historical financial statements; and direct transaction costs reflected in the historical financial statements. This data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that wouldfor this acquisition have not been reported hadpresented because they were not material to the acquisition occurred on May 1, 2018. It should not be taken as representative of futureconsolidated results of operations of the combined company (in thousands).operations.
Year Ended April 30,
20202019
Pro forma revenue (1)$435,234  $285,917  
Pro forma net loss (1)$(176,019) $(152,280) 
Other Acquisitions
(1) As if the acquisition of Endgame was consummated on MayOn September 2, 2021 and November 1, 2018
Non-recurring acquisition costs incurred by the Company of $17.5 million, including a non-cash expense settled in the Company’s ordinary shares for $8.8 million and a related cash payment of withholding taxes of $2.8 million, were charged to general and administrative expenses in the consolidated statement of operations for the year ended April 30, 2020, and are reflected in the pro forma net loss presented above for the year ended April 30, 2019. Non-recurring acquisition costs incurred by Endgame of $1.5 million are also reflected in the pro forma net loss presented above for the year ended April 30, 2019.
Fiscal 2019 Acquisition
Lambda Lab Corp.
In July 2018,2021, the Company acquired 100% of the share capital of Lambda Lab Corp.Build Security Ltd. (“Lambda Lab”build.security”) and Optimyze.cloud Inc. (“Optimyze”), respectively, for a privatelycombined total purchase consideration of $57.2 million. The purchase consideration includes an amount of $5.4 million held company headquartered in the United States. Lambda Lab was a code search company whose product was built on top of Elasticsearch and focused on building semantic understanding of code, exposed through powerful search features. Purchase considerationan indemnity escrow for the build.security acquisition, which was $2.0released on the 12-month anniversary of the closing of such acquisition, and $6.0 million in cash. Excluded from the purchase consideration were 134,474 ordinary shares of $2.2 million issued to certain employees of Lambda Lab. These shares were subject to repurchase and were contingent upon these employees’ continued employment with the Company. As of April 30, 2020, no shares were subject to repurchase and all stock-based compensation expense had been recognized. During the years ended April 30, 2020 and 2019,held back by the Company recorded stock-based compensation expensefor indemnity for the Optimyze acquisition, which will be released upon the 18-month anniversary of $0.9 million and $1.4 million, respectively.
such acquisition. These acquisitions were accounted for as business combinations. The following table summarizes the components of the Lambda Labtotal purchase price and the preliminary allocation of the purchase price at fair value (in thousands):
Cash paid$1,997 
Developed technology$1,339 
Trade name15 
Goodwill1,038 
Net liabilities acquired(395)
Total purchase consideration$1,997 
The amount allocated to developed technology and goodwill was $1.3 million.$9.8 million and $46.7 million, respectively. The fair value assigned to developed technology was determined primarily using the multi-period excess earnings model, which estimates the revenue and cash flows derivedintangible assets from
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the asset and then deducts portions of the cash flow that can be attributed to supporting assets otherwise recognized. The acquired developed technology is these acquisitions are being amortized on a straight-line basis over foura useful life of 5 years, which approximates the pattern in which these assetsthe respective developed technologies are utilized.
Goodwill of $1.0 million, none of which is deductible for tax purposes, was recorded in connection with the Lambda Lab acquisition, which isresulted primarily attributed to synergies arising from the acquisitionexpectation of enhancing the Company's current security solutions and the value of the acquired workforce.
Acquisition costs of $0.2 million were charged to general This goodwill is not deductible for income tax purposes. Build.security and administrative expenses in the consolidated statement of operations for the year ended April 30, 2019.

Lambda Lab hasOptimyze have been included in the Company’s consolidated results of operations since thetheir respective acquisition date.
Fiscal 2018 Acquisitions
Swiftype, Inc.
In October 2017, the Company acquired 100% of the share capital of Swiftype, Inc. (“Swiftype”), a privately held company headquartered in the United States. Swiftype provided enterprise searchdates. Pro forma and search engine platforms for organizations, websites and applications. The acquisition has been accounted for as a business combination and the Company has included the financialhistorical results of Swiftype in the consolidated financial statements from the date of the acquisition.
The following table summarizes the components of the Swiftype purchase price and the allocation of the purchase price at fair value (in thousands):
Cash paid$1,724 
Ordinary shares8,392 
Total consideration$10,116 
Developed technology$5,392 
Trade name97 
Customer relationships158 
Goodwill1,885 
Net assets acquired2,584 
Total purchase consideration$10,116 
Included in net assets acquired was $1.1 million of cash acquired.
NaN percent of the equity consideration, or 109,842 ordinary shares issued to the former shareholders, was subject to repurchase on the fifteen-month anniversary of the close of the acquisition for any indemnity claims. NaN indemnity claims were made by the Company during the indemnification period that expired in January 2019.
The amounts allocated to developed technology, customer relationships and trade name (the acquired intangible assets) total $5.6 million. The fair value assigned to developed technology was determined using the multi-period excess earnings model, which estimates the revenue and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets otherwise recognized. The fair value of the Company’s customer relationships was determined using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management. The fair value assigned to trade name was determined using the relief from royalty method, where the owner of the asset realizes a benefit from owning the intangible asset rather than paying a rental or royalty rate for use of the asset. The acquired identifiable intangible assets are being amortized on a straight-line basis over four years, which approximates the pattern in which these assets are utilized.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands):
Fair Value
Useful life
(in years)
Developed technology$5,392  4
Customer relationships158  4
Trade name97  4
Total identifiable intangible assets$5,647  
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Goodwill of $1.9 million, none of which is deductible for tax purposes, was recorded in connection with the Swiftype acquisition, which is primarily attributed to synergies arising from the acquisition and the value of the acquired workforce.
Acquisition costs of $0.3 million were charged to general and administrative expenses in the consolidated statement of operations for the year ended April 30, 2018.
Opbeat, Inc.
In May 2017, the Company acquired 100% of the share capital of Opbeat, Inc. (“Opbeat”), a privately-held company headquartered in the United States. Opbeat was an APM company that helped developers find and fix issues faster by monitoring the end-to-end performance impact of changesthese acquisitions have not been presented because they were not material to the application code.consolidated results of operations.
The following table summarizesExcluded from the componentscombined purchase consideration from these two acquisitions is an amount of $6.3 million, payable in equal installments at the Opbeat purchase pricefirst and the allocation of the purchase price at fair value (in thousands):
Cash paid$3,123 
Ordinary shares4,019 
Total consideration$7,142 
Developed technology$1,846 
Goodwill4,925 
Net assets acquired371 
Total purchase consideration$7,142 
Included in net assets acquired was $0.1 million of cash acquired.
NaN percent of the equity consideration, or 73,349 ordinary shares, was subject to repurchase on the fifteen-monthsecond anniversary of the close of the acquisition for any indemnity claims.  NaN indemnity claims were made by the Company during the indemnification period that expired in August 2018.
The amount allocated to developed technology was $1.8 million. The fair value assigned to developed technology was determined primarily using the multi-period excess earnings model, which estimates the revenue and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets otherwise recognized. The acquired developed technology is being amortized on a straight-line basis over four years, which approximates the pattern in which these assets are utilized.
The following table sets forth the components of the identifiable intangible asset acquired and its estimated useful life as of the date of acquisition (in thousands):
Fair Value
Useful life
(in years)
Developed technology$1,846  4
Goodwill of $4.9 million, none of which is deductible for tax purposes, was recorded in connection with the Opbeat acquisition, which is primarily attributed to synergies arising from the acquisition and the value of the acquired workforce.
Acquisition costs of $0.3 million were charged to general and administrative expenses in the consolidated statement of operations for the year ended April 30, 2018.
Founders consideration holdback
Founders of Opbeat received an aggregate cash payment of $0.7 million at each of the oneacquisitions, to certain employees of build.security and two-year anniversary of the close of the acquisition.Optimyze. These payments were contingent upon continued employment with the Companyamounts are for post-combination services and therefore were excluded from the purchase consideration. Also excluded from the purchase consideration were 93,052 ordinary shares of $0.9 million issued to the founders of Opbeatwill be recorded as these were subject to repurchase until the two year anniversary of the close of the acquisition and are contingent upon these founders’ continued employment with the Company. The repurchase option lapsed as to fifty percent of the ordinary shares on each anniversary of the close of the acquisition. The Company recorded stock-based compensationa post-combination expense of $0.9 million over the requisite service periods.
two
-year vesting term. For the years ended April 30, 2020 and 2019, the Company recorded stock-based compensation expense of less than $0.1 million and $0.5 million, respectively.





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Fair Value of Ordinary Shares Used for Purchase Consideration
The fair value of the ordinary shares issued as part of the consideration paid for the acquisitions prior to the Company’s IPO was determined by the Company’s board of directors based on numerous subjective and objective factors, including, but not limited to, a contemporaneous valuation performed by an independent third-party valuation firm. Because the Company was not publicly traded at the time the acquisitions were completed, the Company’s board of directors considered valuations of comparable companies, sales of redeemable convertible preference shares, sales of ordinary shares to unrelated third parties, operating and financial performance, the lack of liquidity of the Company’s ordinary shares, and general and industry-specific economic outlook, among other factors.
6. Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
As of April 30,
20202019
Prepaid hosting costs$12,228  $12,006  
Deposits1,857  1,268  
Prepaid software subscription costs3,104  4,326  
Deferred stock-based compensation expense—  784  
Prepaid taxes3,612  
Prepaid value added taxes5,167  4,239  
Other6,655  8,249  
Total prepaid expenses and other current assets$32,623  $30,872  
Property and Equipment, Net
The cost and accumulated depreciation of property and equipment were as follows (in thousands):
As of April 30,
Useful Life (in years)20202019Useful Life (in years)As of
April 30, 2023
As of
April 30, 2022
Leasehold improvementsLeasehold improvementsLesser of estimated useful life or remaining lease term$8,405  $6,176  Leasehold improvementsLesser of estimated useful life or remaining lease term$10,081 $10,863 
Computer hardware and softwareComputer hardware and software35,687  5,393  Computer hardware and software32,220 1,473 
Furniture and fixturesFurniture and fixtures3-55,072  3,094  Furniture and fixtures3-56,093 5,753 
Assets under constructionAssets under construction1,661  1,243  Assets under construction1,734 1,119 
Total property and equipmentTotal property and equipment20,825  15,906  Total property and equipment20,128 19,208 
Less: accumulated depreciationLess: accumulated depreciation(13,065) (10,458) Less: accumulated depreciation(15,036)(12,001)
Property and equipment, netProperty and equipment, net$7,760  $5,448  Property and equipment, net$5,092 $7,207 
Depreciation expense related to property and equipment was $2.8$3.6 million, $2.7$3.9 million, and $3.0$3.1 million for the years ended April 30, 2020, 20192023, 2022 and 2018,2021, respectively. During the year ended April 30, 2023, the Company recorded asset impairment charges related to the exit from leased office space which included $1.1 million of furniture, equipment, and leasehold improvements. See Note 16 for further details.
Intangible Assets, Net
Intangible assets consisted of the following as of April 30, 20202023 (in thousands):
Gross Fair ValueAccumulated AmortizationNet Book ValueWeighted Average
Remaining
Useful Life
(in years)
Developed technology$44,830  $12,412  $32,418  4.1
Customer relationships19,598  3,210  16,388  3.4
Trade names2,872  1,223  1,649  3.4
Total$67,300  $16,845  $50,455  3.9
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Gross Fair ValueAccumulated AmortizationNet Book ValueWeighted Average
Remaining
Useful Life
(in years)
Developed technology$70,130 $43,136 $26,994 2.7
Customer relationships19,598 17,641 1,957 0.4
Trade names2,872 2,686 186 0.4
Total$92,600 $63,463 $29,137 2.5
Foreign currency translation adjustment(33)
Total$29,104 
Intangible assets consisted of the following as of April 30, 20192022 (in thousands):
Gross Fair ValueAccumulated AmortizationNet Book ValueWeighted Average
Remaining
Useful Life
(in years)
Gross Fair ValueAccumulated AmortizationNet Book ValueWeighted Average
Remaining
Useful Life
(in years)
Developed technologyDeveloped technology$12,130  $5,646  $6,484  2.5Developed technology$70,130 $31,355 $38,775 3.6
Customer relationshipsCustomer relationships398  268  130  2.2Customer relationships19,598 13,177 6,421 1.4
Trade namesTrade names972  863  109  2.2Trade names2,872 2,263 609 1.4
TotalTotal$13,500  $6,777  $6,723  2.5Total$92,600 $46,795 $45,805 3.2
Foreign currency translation adjustmentForeign currency translation adjustment(5)
TotalTotal$45,800 
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Amortization expense for the intangible assets for the years ended April 30, 2020, 20192023, 2022, and 20182021 was as follows (in thousands):
Year Ended April 30,Year Ended April 30,
202020192018202320222021
Cost of revenue—cost of license—self-managed$948  $387  $387  
Cost of revenue—cost of subscription—self-managed and SaaS5,820  2,421  1,521  
Cost of revenue – subscriptionCost of revenue – subscription$11,781 $10,503 $8,437 
Sales and marketingSales and marketing3,300  148  119  Sales and marketing4,887 5,280 5,730 
Total amortization of acquired intangible assetsTotal amortization of acquired intangible assets$10,068  $2,956  $2,027  Total amortization of acquired intangible assets$16,668 $15,783 $14,167 
The expected future amortization expense related to the intangible assets as of April 30, 20202023 was as follows (in thousands, by fiscal year):
2021$14,167  
202212,948  
202311,890  
202420248,716  2024$13,983 
202520252,734  20258,018 
202620265,057 
202720272,046 
20282028— 
ThereafterThereafter—  Thereafter— 
TotalTotal$50,455  Total$29,104 
Goodwill
The following table represents the changes to goodwill (in thousands):
Carrying Amount
Balance as of April 30, 20182021$19,182198,851 
Addition from acquisitionacquisitions1,038105,428 
Foreign currency translation adjustment(374)(373)
Balance as of April 30, 20192022$303,906 19,846 
Addition from acquisition178,764 
Foreign currency translation adjustment(733)(264)
Balance as of April 30, 20202023$197,877303,642 
There was 0no impairment of goodwill during the years ended April 30, 2020, 20192023, 2022, and 2018.2021.
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Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following (in thousands):
As of April 30,
20202019As of
April 30, 2023
As of
April 30, 2022
Accrued expensesAccrued expenses$10,864  $8,124  Accrued expenses$24,163 $24,066 
Income taxes payableIncome taxes payable—  149  Income taxes payable9,738 4,286 
Value added taxes payableValue added taxes payable7,230  4,236  Value added taxes payable9,403 8,926 
Share repurchase liability—  1,612  
Accrued interestAccrued interest6,918 6,918 
OtherOther4,116  4,619  Other13,310 9,734 
Total accrued expenses and other liabilitiesTotal accrued expenses and other liabilities$22,210  $18,740  Total accrued expenses and other liabilities$63,532 $53,930 
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Accrued Compensation and Benefits
Accrued compensation and benefits consisted of the following (in thousands):
As of April 30,
20202019As of
April 30, 2023
As of
April 30, 2022
Accrued vacationAccrued vacation$17,971  $9,655  Accrued vacation$30,026 $27,280 
Accrued commissionsAccrued commissions16,259  6,510  Accrued commissions26,175 23,806 
Accrued payroll and withholding taxesAccrued payroll and withholding taxes7,588  1,868  Accrued payroll and withholding taxes6,586 9,030 
Post-combination compensation liability—  655  
OtherOther6,591  3,459  Other13,696 7,886 
Total accrued compensation and benefitsTotal accrued compensation and benefits$48,409  $22,147  Total accrued compensation and benefits$76,483 $68,002 
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to customers. For annual contracts, the Company typically invoices customers at the time of entering into the contract. For multi-year agreements, the Company generally invoices customers on an annual basis prior to each anniversary of the contract start date. The Company records unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as the Company has an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. Contract liabilities consist of deferred revenue which is recognized over the contractual period.
The following table provides information about unbilled accounts receivable, deferred contract acquisition costs, and deferred revenue from contracts with customers (in thousands):
As of April 30,
20202019
Unbilled accounts receivable, included in accounts receivable, net$2,622  $1,710  
Deferred contract acquisition costs$43,549  $26,150  
Deferred revenue$259,702  $170,666  
Significant changes in the unbilled accounts receivable and the deferred revenue balances were as follows (in thousands):
Unbilled Accounts Receivable
Year Ended April 30,
202020192018
Beginning balance$1,710  $1,139  $1,114  
Amounts transferred to accounts receivable from unbilled accounts receivable presented at the beginning of the period(1,710) (1,139) (1,114) 
Revenue recognized during the period in excess of invoices issued2,622  1,710  1,139  
Ending balance$2,622  $1,710  $1,139  
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Deferred Revenue
Year Ended April 30,
202020192018
Beginning balance$170,666  $102,561  $54,152  
Additions through acquisition6,192  —  859  
Increases due to invoices issued, excluding amounts recognized as revenue during the period242,136  163,963  96,944  
Revenue recognized that was included in deferred revenue balance at beginning of period(159,292) (95,858) (49,394) 
Ending balance$259,702  $170,666  $102,561  
As of
April 30, 2023
As of
April 30, 2022
Unbilled accounts receivable, included in accounts receivable, net$2,159 $9,244 
Deferred contract acquisition costs$151,692 $118,047 
Deferred revenue$562,952 $465,294 
Deferred Contract Acquisition Costs
Deferred contract acquisition costs represent costs that are incremental to the acquisition of customer contracts, which consist mainly of sales commissions and associated payroll taxes. The Company determines whether costs should be deferred based on sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract.
During the fiscal years ended April 30, 2019 and 2018, sales commissions for renewal of a contract were considered commensurate with the commissions paid for contracts with new customers and incremental sales to existing customers given there was no substantive difference in commission rates in proportion to their respective contract values. Effective May 1, 2019, the Company updated its sales commissions plan by incorporating different commission rates for contracts with new customers and incremental sales to existing customers, and for subsequent subscription renewals. Subsequent to this change, sales commissions for renewal of a subscription contract are not considered commensurate with the commissions paid for contracts with new customers and incremental sales to existing customers given the substantive difference in commission rates in proportion to their respective contract values. Accordingly, commissions paid for contracts with new customers and incremental sales to existing customers are now amortized over an estimated period of benefit of five years while commissions paid related to renewal contracts are now amortized based on the pattern of the associated revenue recognition over the related contractual renewal period for the pool of renewal contracts. The Company determines the period of benefit for commissions paid for contracts with new customers and incremental sales to existing customers by taking into consideration its initial estimated customer life and the technological life of its software and related significant features. Commissions paid on professional services are typically amortized in accordance with the associated revenue as the commissions paid on new and renewal professional services are commensurate with each other. Amortization of deferred contract acquisition costs is recognized in sales and marketing expense in the consolidated statement of operations.
The Company periodically reviews the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did 0t recognize any impairment of deferred contract acquisition costs during the years ended April 30, 2020, 2019 and 2018.
The following table summarizes the activity of the deferred contract acquisition costs (in thousands):
Year Ended April 30,Year Ended April 30,
202020192018202320222021
Beginning balanceBeginning balance$26,150  $18,079  $10,135  Beginning balance$118,047 $86,352 $43,549 
Capitalization of contract acquisition costsCapitalization of contract acquisition costs45,713  29,445  20,675  Capitalization of contract acquisition costs102,545 92,433 83,794 
Amortization of deferred contract acquisition costsAmortization of deferred contract acquisition costs(28,314) (21,374) (12,731) Amortization of deferred contract acquisition costs(68,900)(60,738)(40,991)
Ending balanceEnding balance$43,549  $26,150  $18,079  Ending balance$151,692 $118,047 $86,352 
Deferred contract acquisition costs, currentDeferred contract acquisition costs, current19,537  17,215  12,125  Deferred contract acquisition costs, current$55,813 $43,628 $36,089 
Deferred contract acquisition costs, non- currentDeferred contract acquisition costs, non- current24,012  8,935  5,954  Deferred contract acquisition costs, non- current95,879 74,419 50,263 
Total deferred contract acquisition costsTotal deferred contract acquisition costs$43,549  $26,150  $18,079  Total deferred contract acquisition costs$151,692 $118,047 $86,352 
The Company did not recognize any impairment of deferred contract acquisition costs during the years ended April 30, 2023, 2022, and 2021.
Deferred Revenue
The following table summarizes the deferred revenue activity (in thousands):
Year Ended April 30,
202320222021
Beginning balance$465,294 $397,700 $259,702 
Increases due to invoices issued, excluding amounts recognized as revenue during the period527,620 421,552 364,093 
Amounts transferred to deferred revenue from accrued expenses and other liabilities upon entering into contracts with customers, net of revenue recognized during the period707 — 5,424 
Increase from acquisitions, net of revenue recognized— 439 — 
Revenue recognized that was included in deferred revenue balance at beginning of period(430,669)(354,397)(231,519)
Ending balance$562,952 $465,294 $397,700 
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7. Senior Notes
In July 2021, the Company issued $575.0 million aggregate principal amount of 4.125% Senior Notes due July 15, 2029 in a private placement.
Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2022. The Company received net proceeds from the offering of the Senior Notes of $565.7 million after deducting underwriting commissions of $7.2 million and incurred additional issuance costs of $2.1 million. Total debt issuance costs of $9.3 million are being amortized to interest expense using the effective interest method over the term of the Senior Notes. The Company may redeem the Senior Notes, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any. The Company may at its election redeem all or a part of the Senior Notes on or after July 15, 2024, on any one or more occasions, at the redemption prices set forth in the indenture governing the Senior Notes (the “Indenture”), plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Notes outstanding under the Indenture with the net cash proceeds of one or more equity offerings at a redemption price equal to 104.125% of the principal amount of the Senior Notes then outstanding, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date. The Company may also at its election redeem the Senior Notes in whole, but not in part, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, if certain changes in tax law occur as set forth in the Indenture.
If the Company experiences a change of control triggering event (as defined in the Indenture), the Company must offer to repurchase the Senior Notes at a repurchase price equal to 101% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to the repurchase date.
The Indenture contains covenants limiting the Company’s ability and the ability of certain subsidiaries to create liens on certain assets to secure debt; grant a subsidiary guarantee of certain debt without also providing a guarantee of the Senior Notes; and consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of its assets to, another person. These covenants are subject to a number of limitations and exceptions. Certain of these covenants will not apply during any period in which the Senior Notes are rated investment grade by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services. As of April 30, 2023, the Company was in compliance with all of its covenants under the Indenture.
The net carrying amount of the Senior Notes was as follows (in thousands):
As of
April 30, 2023
As of
April 30, 2022
Principal$575,000 $575,000 
Unamortized debt issuance costs(7,457)(8,480)
Net carrying amount$567,543 $566,520 
The following table sets forth the interest expense recognized related to the Senior Notes (in thousands):
Year Ended April 30,
20232022
Contractual interest expense$23,719 $19,370 
Amortization of debt issuance costs1,023 803 
Total interest expense related to the Senior Notes$24,742 $20,173 









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8. Commitments and Contingencies
Cloud Hosting Commitments
In December 2018, the Company entered into an amendment to a non-cancellable cloud hosting capacity agreement, effective January 2019, for a total purchase commitment of $60.0 million payable over the three years following the date of the agreement. In December 2019, the Company entered into an amendment to a non-cancellable cloud hosting capacity agreement
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with a different vendor for a total purchase commitment of $100.0 million payable over the four years following the effective date of the agreement. In April 2020, the Company entered into a non-cancellable cloud hosting capacity agreement with a new vendor, effective April 2020, for a total purchase commitment of $4.2 million payable over the three years following the date of the agreement. The table below reflects these commitments on an annualized basis, however, the timingCompany’s future minimum purchase obligations relating to non-cancelable agreements for paymentscloud hosting as of April 30, 2023 (in thousands):
Years Ending April 30,Purchase Obligations
2024$147,701 
2025153,361 
2026155,545 
202786,163 
2028— 
Total$542,770 
Actual timing may vary depending on services used. Furthermore, actualused and total payments under these capacity commitments may be higher than the total minimum depending on services used.
Future minimum cloud hosting commitments as
Other Purchase Commitments
The Company has future purchase obligations related to subscription software and sales and marketing contracts. As of April 30, 2020 were as follows (in thousands):2023, the Company had purchase commitments of $43.8 million related to these contracts, primarily due within the next twelve months.
Years Ending April 30,Cloud Hosting Commitments
2021$33,403  
202237,583  
202334,583  
202428,333  
Total$133,902  

Letters of Credit
The Company had a total of $2.3 million in letters of credit outstanding in favor of certain landlords for office space as of April 30, 2020.2023.
Legal Matters
From time to time, the Company has become involved in claims and other legal matters arising in the ordinary course of business. The Company investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, results of operations, financial position or cash flows.
The Company accrues estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable.
Although the results of litigation and claims are inherently unpredictable, the Company does not believe that there were any matters under litigation or claims with a reasonable possibility of the Company incurring a material loss as of April 30, 2020.
Indemnification
The Company enters into indemnification provisions under its agreements with other companies in the ordinary course of business, including business partners, landlords, contractors and parties performing its research and development. Pursuant to these arrangements, the Company agrees to indemnify, hold harmless, and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is not material. The Company maintains commercial general liability insurance and product liability insurance to offset certain of the Company’s potential liabilities under these indemnification provisions.
In addition, the Company indemnifies its officers, directors and certain key employees while they are serving in good faith inagainst certain liabilities that may arise as a result of their respective capacities.affiliation with the Company. To date, there have been 0no claims under any indemnification provisions.
Gain Contingencies
8. Redeemable Convertible Preference Shares
TheFrom time to time the Company previously issued redeemable convertible preference shares in onemay realize a gain contingency, although recognition will not occur until cash is received or more series, each with such designations, rights, qualifications, limitations, and restrictions.  Immediately prior to the completion ofgain is deemed as realizable. During the IPO, all shares of redeemable convertible preference shares then outstanding were automatically converted into an equivalent number of ordinary shares on a 1-to-one basis and their carrying amount reclassified into shareholders’ equity. As ofyear ended April 30, 2020, there were 0 redeemable convertible preference shares issued2023, the Company received a favorable settlement from a legal claim and outstanding.recognized a gain of $10.4 million included in other income (expense), net in the accompanying consolidated statements of operations.
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9. Leases
The Company’s leases are comprisedcomposed of corporate office spaces and various equipment under non-cancelable operating lease agreements that expire at various dates through 2025. As of April 30, 2020, thefiscal 2029. The Company had nodoes not have any finance leases.
Lease Costs
Components of lease costs included in the consolidated statement of operations for the year ended April 30, 2020 were as follows (in thousands):

Year Ended April 30,
20232022
Operating lease cost$12,411 $9,894 
Short-term lease cost2,217 2,448 
Variable lease cost726 857 
Total lease cost$15,354 $13,199 
Lease term and discount rate information are summarized as follows:
Operating lease cost$8,435 
Short-term lease cost3,111 
Variable lease cost1,883 
Total lease cost$13,429 
Lease term and discount rate information as of April 30, 2020 are summarized as follows:

As of
April 30, 2023
Weighted average remaining lease term (years)(in years)4.832.62
Weighted average discount rate5.084.92 %
Future minimum lease payments under non-cancelable operating leases on an undiscounted cash flow basis as of April 30, 20202023 were as follows (in thousands):
Years Ending April 30,Years Ending April 30,Years Ending April 30,
2021$8,636  
20228,138  
20238,049  
202420247,112  2024$13,103 
202520255,857  20258,419 
202620264,471 
202720271,024 
202820281,106 
ThereafterThereafter2,803  Thereafter280 
Total minimum lease paymentsTotal minimum lease payments$40,595  Total minimum lease payments28,403 
Less imputed interestLess imputed interest$(5,129) Less imputed interest(1,712)
Present value of future minimum lease paymentsPresent value of future minimum lease payments$35,466  Present value of future minimum lease payments26,691 
Less current lease liabilitiesLess current lease liabilities$(7,639) Less current lease liabilities(12,749)
Operating lease liabilities, non-currentOperating lease liabilities, non-current$27,827  Operating lease liabilities, non-current$13,942 
Future minimum lease payments under non-cancelable financing and operating leases, based on the previous lease accounting standard, as of April 30, 20192023 include future cash payments on leases with corresponding right-of-use assets which were as follows (in thousands):

Years Ending April 30,
2020$6,455  
20215,494  
20225,106  
20235,217  
20244,602  
Thereafter7,020  
    Total$33,894  
written down for impairment due to facilities-related cost optimization actions during the year ended April 30, 2023. During the year ended April 30, 2023, the Company recorded an impairment charge of $5.1 million related to the exit from leased office spaces. See Note 16 for further details.
10. Ordinary Shares
The Company’s articles of association designated and authorized the Company to issue 72165 million ordinary shares withat a par value of €0.001 per share up until immediately prior to the completion of the IPO at which time the authorized ordinary shares increased to 165 million.  In addition, the par value per ordinary share was changed from €0.001 per share toof €0.01 per share as required by Dutch law at the time of the Company’s conversion into a Dutch public company with limited liability (naamloze vennootschap).
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share.
Each holder of ordinary shares has the right to one vote per ordinary share. The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s board of directors, subject to the prior rights of holders of all classes of shares outstanding having priority rights to dividends. NaNNo dividends have been declared by the Company’s board of directors from inception through the year ended April 30, 2020.2023.
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Ordinary Shares Reserved for Issuance
The Company had reserved shares of ordinary shares for issuance as follows:
As of April 30,As of April 30,
2020201920232022
Stock options issued and outstandingStock options issued and outstanding15,260,506  22,866,438  Stock options issued and outstanding4,038,238 5,219,124 
RSUs issued and outstandingRSUs issued and outstanding2,472,092  740,467  RSUs issued and outstanding7,494,399 4,717,548 
Remaining shares available for future issuance under the 2012 Plan12,461,850  9,649,123  
Available for future grantsAvailable for future grants17,564,133 17,647,684 
Available for employee stock purchasesAvailable for employee stock purchases6,000,000 — 
Total ordinary shares reservedTotal ordinary shares reserved30,194,448  33,256,028  Total ordinary shares reserved35,096,770 27,584,356 
Early Exercised OptionsConvertible Preference Shares
Certain ordinary share option holders haveThe Company’s board of directors has the right to exercise unvested options, subject toauthority, for a repurchase right heldperiod of five years from October 10, 2018, without further action by the Company atCompany’s shareholders, to issue up to 165 million shares of undesignated convertible preference shares with rights and preferences, including voting rights, designated from time to time by the original exercise price, in the eventboard of voluntary or involuntary termination of employment of the shareholder.directors. As of April 30, 2020 and 2019,2023, there were 0 unvested ordinaryno convertible preference shares that had been early exercised and were subject to repurchase. The proceeds related to unvested ordinary shares are recorded as liabilities until the stock vests, at which point they are transferred to additional paid-in capital.
Shares issued for the early exercise of options are included in issued and outstanding shares as they are legally issued andor outstanding.
11. Equity Incentive Plans
2022 Employee Stock Purchase Plan
In August 2022, the Company’s board of directors adopted and, in October 2022, the Company’s shareholders approved the 2022 Employee Stock Purchase Plan (“2022 ESPP”). During the year ended April 30, 2023, the Company reserved 6.0 million of the Company’s ordinary shares for future purchase and issuance under the 2022 ESPP. The 2022 ESPP allows eligible employees to acquire ordinary shares of the Company at a discount at periodic intervals through accumulated payroll deductions. Eligible employees purchase ordinary shares of the Company during a purchase period at 85% of the market value of the Company’s ordinary shares at either the beginning or end of an offering period, whichever is lower. Offering periods under the 2022 ESPP are approximately six months long and begin on each of March 16 or September 16 or the next trading day thereafter. The first offering period under the 2022 ESPP began on March 16, 2023 and will end on September 15, 2023.
The fair value of 2022 ESPP offering which began during the year ended April 30, 2023 was estimated on the offering date using the Black-Scholes option pricing model with the following assumptions:
Year Ended
April 30, 2023
Expected term (in years)0.5
Expected stock price volatility64.0%
Risk-free interest rate4.9%
Dividend yield—%
2012 Stock Option Plan
In September 2012, the Company’s board of directors adopted and the Company’s shareholders approved the 2012 Stock Option Plan, which was amended and restated in September 2018 and further amended in December 2021 (as amended and restated, the “2012 Plan”). Under the 2012 Plan, the board of directors, and the compensation committee, as administrator of the 2012 Plan, and any other duly authorized committee may grant stock options and other equity-based awards, such as Restricted Stock Awards (“RSAs”RSA”) or Restricted Stock Units (“RSUs”RSU”), to eligible employees, directors, and consultants to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company’s business.
The Company’s board of directors, compensation committee or compensationother duly authorized committee determines the vesting schedule for all equity-based awards. Stock options and RSUs granted to new employees under the 2012 Plan generally vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably over the following 36 months subject to the employees continued service to the Company. Refresh grants to existing employees generally vest monthly over four years, subject to the employees continued service to the Company.  Equity settled RSUs granted to new employees generally vest over a period of four years with 25% vesting on the one-year anniversary of the vesting start date and the remainder vesting semi-annually over the next three years, subject to the grantee’s continued service to the Company. Equity settled RSUs granted to existing employees generally vest semi-annually over a period of four years, subject to the grantee’semployees’ continued service to the Company. The Company’s compensation committee may explicitly deviate from the general vesting schedules in its approval of an equity-based award, as it may deem appropriate. Stock options expire ten years after the date of grant. Stock options, RSAs and RSUs that are canceled under certain conditions become available for future grant or sale under the 2012 Plan unless the 2012 Plan is terminated.
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The equity awards available for grant for the periods presented were as follows: 
Year Ended April 30,Year Ended April 30,
2020201920232022
Available at beginning of fiscal yearAvailable at beginning of fiscal year9,649,123  2,061,282  Available at beginning of fiscal year17,647,684 15,737,819 
Awards authorizedAwards authorized3,683,754  12,000,000  Awards authorized4,708,746 4,526,699 
Options grantedOptions granted(172,031) (4,722,404) Options granted(94,105)(495,460)
Options cancelled1,181,482  976,130  
Options repurchased—  43,630  
Options canceledOptions canceled143,656 386,656 
RSUs grantedRSUs granted(2,101,271) (732,701) RSUs granted(6,105,614)(3,224,256)
RSUs cancelled216,208  23,186  
RSAs repurchased4,585  —  
RSUs canceledRSUs canceled1,263,099 715,870 
Shares withheld for taxesShares withheld for taxes667 356 
Available at end of periodAvailable at end of period12,461,850  9,649,123  Available at end of period17,564,133 17,647,684 
Endgame Stock Incentive PlanPlans Assumed in AcquisitionAcquisitions
In connection with its acquisition of Endgame,acquisitions completed in prior years, the Company assumed all in-the-moneycertain unvested stock options issued under Endgame’s Amended and Restated 2010 Stock Incentive Plan that were outstanding on the date of acquisition. the respective acquisitions.
The assumed stock options will continue to be outstanding and will be governed by the provisions of their respective planplans and are included in the stock option activity table below.
Stock Options
The following table summarizes stock option activity (in thousands, except share and per share data):activity:
Stock Options Outstanding
Number of
Stock Options
Outstanding
Weighted-
Average
Exercise
Price
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
Balance as of April 30, 201822,237,484  $8.65  8.31$98,365  
Stock options granted4,722,404  $23.27  
Stock options exercised(3,117,320) $5.95  
Stock options cancelled(976,130) $11.78  
Balance as of April 30, 201922,866,438  $11.90  7.98$1,684,106  
Stock options granted172,031  $81.39  
Stock options assumed in acquisition245,390  $48.99  
Stock options exercised(6,815,098) $9.01  
Stock options cancelled(1,181,482) $15.81  
Stock options assumed in acquisition cancelled(26,773) $71.35  
Balance as of April 30, 202015,260,506  $14.17  7.27$767,795  
Exercisable as of April 30, 20208,007,248  $11.29  6.80$424,133  
Stock options exercisable include 352,391 stock options that were unvested as of April 30, 2020.
Stock Options Outstanding
Number of
Stock Options
Outstanding
Weighted-
Average
Exercise
Price
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in thousands)
Balance as of April 30, 20217,611,016 $20.34 6.66$768,517 
Stock options granted495,460 $94.46 
Stock options assumed in acquisitions63,846 $10.20 
Stock options exercised(2,563,287)$14.18 
Stock options canceled(386,656)$32.04 
Stock options assumed in acquisition canceled(1,255)$40.35 
Balance as of April 30, 20225,219,124 $29.41 6.22$266,021 
Stock options granted94,105 $82.24 
Stock options exercised(1,127,036)$15.55 
Stock options canceled(143,656)$78.69 
Stock options assumed in acquisition canceled(4,299)$47.63 
Balance as of April 30, 20234,038,238 $32.74 5.35$134,778 
Exercisable as of April 30, 20233,425,478 $24.70 4.93$128,503 
Aggregate intrinsic value represents the difference between the exercise price of the stock options to purchase the Company’s ordinary shares and the fair value of the Company’s ordinary shares. The weighted-average grant-date fair value per share of stock options granted was $50.92$48.56 and $10.22$52.43 for the years ended April 30, 20202023 and 2019,2022, respectively. The weighted-average grant-date fair value per share of stock options assumed related to the Cmd and build.security acquisitions was $122.13 for the year ended April 30, 2022.
As of April 30, 2020,2023, the Company had unrecognized stock-based compensation expense of $53.8$28.1 million related to unvested stock options that the Company expects to recognize over a weighted-average period of 2.141.99 years.
RSAs
In October 2017, the Company acquired 100% of the share capital of Swiftype, a privately-held company headquartered in the United States. As part of the transaction, the Company granted RSAs to certain employees with both service-based and performance-based vesting conditions. The performance-based vesting condition was to be satisfied on the earlier of: (1) a change of control transaction or (2) the expiration of the lock-up period after the effective date of the IPO,
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subject to continued service through the end of the lock-up period. The service-based vesting condition was to be satisfied based on one of two vesting schedules: (i) vesting of 50% of the shares upon the closing of the Swiftype acquisition, 25% of the shares on the one-year anniversary of the closing, and 25% of the shares on the two-year anniversary of the closing, or (ii) vesting of 50% of the shares on the one-year anniversary of the closing of the Swiftype acquisition and 50% of the shares on the two-year anniversary of the closing.
The performance-based vesting condition related to these awards was deemed probable upon the effectiveness of the Company’s IPO on October 4, 2018.  On that date, the Company recorded a cumulative catch-up stock-based compensation expense using the accelerated attribution method for the RSAs that had satisfied the applicable service-based vesting condition on that date with the remaining expense to be recognized over the remaining requisite service period.  As of April 30, 2020, the underlying performance-based and service-based vesting conditions were fully satisfied and none of the ordinary shares issued were subject to repurchase by the Company. Stock-based compensation expense related to the RSAs was $0.2 million for the year ended April 30, 2020.RSUs
The following table summarizes RSARSU activity forunder the 2012 Plan:
Number of Awards
Weighted-
Average
Grant Date
Fair Value
Outstanding at April 30, 2018244,498  $11.46  
RSAs subscribed(244,498) $11.46  
Outstanding at April 30, 2019—  
Outstanding at April 30, 2020—  
Number of AwardsWeighted-Average Grant Date Fair Value
Outstanding and unvested at April 30, 20213,301,283 $98.74 
RSUs granted3,224,256 $113.91 
RSUs released(1,092,121)$96.65 
RSUs canceled(715,870)$106.34 
Outstanding and unvested at April 30, 20224,717,548 $108.44 
RSUs granted6,105,614 $60.08 
RSUs released(2,065,664)$94.01 
RSUs canceled(1,263,099)$99.51 
Outstanding and unvested at April 30, 20237,494,399 $74.52 
RSUs
During the year ended April 30, 2020, the Company granted 2,101,271 RSUs at a weighted average grant date fair value of $68.25 per unit, including 1,388 RSUs that are cash settled. Cash settled RSUs will be paid as a cash bonus based on the applicable vesting and payment terms. The cash settled RSUs vest upon the satisfaction of both service-based and performance-based vesting conditions.  The service-based vesting condition is generally over four years with 25% vesting on the one-year anniversary of the award and the remainder vesting quarterly over the next 36 months, subject to the grantee’s continued service to the Company. The performance-based vesting condition is defined as (i) a change in control where the consideration paid to the Company’s equity security holders is cash, publicly traded stock, or a combination of both, or (ii) the expiration of any lock-up period of the IPO, subject in each instance to the grantee’s continued service through such date. As a result of the Company’s IPO, the performance-based vesting condition was deemed probable and the Company recorded cumulative stock-based compensation expense of $0.8 million related to the cash settled RSUs in October 2018. As of April 30, 2020, the Company had a liability of $3.5 million related to the cash settled RSUs recorded in accrued compensation and benefits on the consolidated balance sheet.
Stock-based compensation expense related to RSUs for the year ended April 30, 2020 was $28.1 million. As of April 30, 2020,2023, the Company had unrecognized stock-based compensation expense of $144.3$514.9 million related to equity settled RSUs that the Company expects to recognize over a weighted-average period of 3.423.09 years.
The following table summarizes RSU activity for the 2012 Plan:
Number of AwardsWeighted-Average Grant Date Fair Value
Outstanding and unvested at April 30, 201857,000  $13.07  
RSUs granted732,701  $64.55  
RSUs released(26,048) $14.84  
RSUs cancelled(23,186) $59.93  
Outstanding and unvested at April 30, 2019740,467  $62.48  
RSUs granted2,101,271  $68.25  
RSUs released(153,438) $72.55  
RSUs cancelled(216,208) $62.25  
Outstanding and unvested at April 30, 20202,472,092  $66.78  
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Determination of Fair Value
The determination of the fair value of stock-based options on the date of grant using an option pricing model is affected by the fair value of the Company’s ordinary shares, as well as assumptions regarding a number of complex and subjective variables. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options, which requires the use of assumptions including actual and projected employee stock option exercise behaviors, expected price volatility of the Company’s ordinary shares, the risk-free interest rate and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine.
Fair Value of Ordinary Shares:    Subsequent to the IPO on October 8, 2018, the fair value of the underlying ordinary shares is determined by the closing price, on the date of the grant, of the Company’s ordinary shares, which are traded publicly on the New York Stock Exchange. Prior to the IPO, the fair value of ordinary shares underlying the stock awards had historically been determined by the board of directors, with input from the Company’s management. The board of directors previously determined the fair value of the ordinary shares at the time of grant of the awards by considering a number of objective and subjective factors, including valuations of comparable companies, sales of redeemable convertible preference shares, sales of ordinary shares to unrelated third parties, operating and financial performance, the lack of liquidity of the Company’s ordinary shares, and general and industry-specific economic outlook. Subsequent to the IPO, the fair value of the underlying ordinary shares is determined by the closing price, on the date of the grant, of the Company’s ordinary shares, which are traded publicly on the New York Stock Exchange.
Expected Term:    The expected term represents the period that options are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options.
Expected Volatility:    Since the Company has limited trading history of its ordinary shares, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term.
Risk-Free Interest Rate:    The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the option’s expected term.
Dividend Rate:    The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so.
The Company’s expected volatility and expected term involve management’s best estimates, both of which impact the fair value of the option calculated under the Black-Scholes option pricing model and, ultimately, the expense that will be recognized over the life of the option.




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The fair value of stock options granted and assumed was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
Year Ended April 30,Year Ended April 30,
202020192018202320222021
Expected term (in years)Expected term (in years)2.00 - 7.276.02 - 6.086.02 - 6.08Expected term (in years)6.025.52 - 6.086.02 - 6.08
Expected stock price volatilityExpected stock price volatility54.8%40.5% - 46.7%40.7% - 44.1%Expected stock price volatility60.7% - 62.0%59.6% - 60.2%62.6% - 63.9%
Risk-free interest rateRisk-free interest rate1.4% - 2.0%2.4% - 3.1%1.8% - 2.6%Risk-free interest rate3.1% - 3.4%1.4% - 1.8%0.4% - 1.1%
Dividend yieldDividend yield0%0%0%Dividend yield—%—%—%
Stock-Based Compensation Expense
Total stock-based compensation expense recognized in the Company’s consolidated statements of operations was as follows (in thousands):
Year Ended April 30,Year Ended April 30,
202020192018202320222021
Cost of revenue—cost of subscription—self-managed and SaaS$4,147  $3,383  $699  
Cost of revenue—professional services2,980  1,208  329  
Cost of revenueCost of revenue
SubscriptionSubscription$8,308 $8,368 $7,105 
ServicesServices9,435 6,463 4,824 
Research and developmentResearch and development23,621  16,100  5,045  Research and development80,170 59,911 35,267 
Sales and marketingSales and marketing19,334  11,996  3,560  Sales and marketing68,943 45,798 31,581 
General and administrativeGeneral and administrative9,925  7,255  3,109  General and administrative37,183 20,654 14,903 
Stock-based compensation expense, net of amounts capitalizedStock-based compensation expense, net of amounts capitalized204,039 141,194 93,680 
Capitalized stock-based compensation expenseCapitalized stock-based compensation expense— 188 10 
Total stock-based compensation expenseTotal stock-based compensation expense$60,007  $39,942  $12,742  Total stock-based compensation expense$204,039 $141,382 $93,690 
Total stock-based compensation expense for the years ended April 30, 2020, 2019 and 2018 includes a charge of $3.3 million, $4.4 million, and $0.4 million, respectively, related to an expense arising from business combinations.
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12. Net Loss Per Share Attributable to Ordinary Shareholders
The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders (in thousands, except share and per share data):
Year Ended April 30,Year Ended April 30,
202020192018202320222021
Numerator:Numerator:Numerator:
Net lossNet loss$(167,174) $(102,303) $(52,727) Net loss$(236,161)$(203,848)$(129,434)
Denominator:Denominator:Denominator:
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and dilutedWeighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted78,799,732  54,893,365  32,033,792  Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted95,729,844 92,547,145 87,207,094 
Net loss per share attributable to ordinary shareholders, basic and dilutedNet loss per share attributable to ordinary shareholders, basic and diluted$(2.12) $(1.86) $(1.65) Net loss per share attributable to ordinary shareholders, basic and diluted$(2.47)$(2.20)$(1.48)
Since the Company is in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods. The following outstanding potentially dilutive ordinary shares were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the periods presented because the impact of including them would have been antidilutive:
Year Ended April 30,
202020192018
Redeemable convertible preference shares—  —  28,939,466  
Stock options15,260,506  22,866,438  22,237,484  
RSUs2,368,740  595,503  —  
Contingently issuable shares235,031  —  —  
Shares subject to repurchase—  254,350  276,243  
Early exercised stock options—  —  148,630  
Total17,864,277  23,716,291  51,601,823  
Year Ended April 30,
202320222021
Stock options4,038,238 5,219,124 7,611,016 
RSUs7,494,399 4,717,548 3,301,283 
Employee stock purchase plan197,077 — — 
Total11,729,714 9,936,672 10,912,299 


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13. Income Taxes
The Company is incorporated in the Netherlands but operates in various countries with differing tax laws and rates. The geographical breakdown of income (loss) before provision for income taxes is summarized as follows (in thousands):
Year Ended April 30,Year Ended April 30,
202020192018202320222021
DutchDutch$(173,338) $(121,803) $(58,810) Dutch$(283,010)$(261,097)$(163,770)
ForeignForeign4,196  23,888  9,459  Foreign66,133 63,308 42,056 
Loss before income taxesLoss before income taxes$(169,142) $(97,915) $(49,351) Loss before income taxes$(216,877)$(197,789)$(121,714)
The components of the provision for income taxes were as follows (in thousands):
Year Ended April 30,Year Ended April 30,
202020192018202320222021
Current:Current:Current:
DutchDutch$518  $—  $—  Dutch$2,910 $2,187 $1,125 
ForeignForeign(560) 912  3,731  Foreign17,042 6,892 3,896 
Total current tax expenseTotal current tax expense$(42) $912  $3,731  Total current tax expense19,952 9,079 5,021 
Deferred:Deferred:Deferred:
DutchDutch$—  $(233) $—  Dutch(71)(105)— 
ForeignForeign(1,926) 3,709  (355) Foreign(597)(2,915)2,699 
Total deferred tax expense(1,926) 3,476  (355) 
Total deferred tax expense (income)Total deferred tax expense (income)(668)(3,020)2,699 
Total provision for income taxesTotal provision for income taxes$(1,968) $4,388  $3,376  Total provision for income taxes$19,284 $6,059 $7,720 
The Company’s effective tax rate substantially differed from the Dutch statutory tax rate of 25%25.8% primarily due to the valuation allowance onfor the Dutch,Netherlands, United States and United Kingdom deferred tax assets in addition to a deferred tax asset revaluation as a result of enacted tax legislation in the Netherlands, offset by stock based compensation.assets. A reconciliation of
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income taxes at the statutory income tax rate to the provision for income taxes included in the consolidated statement of operations is as follows (in thousands, except for rates):
Year Ended April 30,Year Ended April 30,
202020192018202320222021
TaxRateTaxRateTaxRateTaxRateTaxRateTaxRate
Dutch statutory income taxDutch statutory income tax$(42,286) 25.0 %$(24,479) 25.0 %$(12,338) 25.0 %Dutch statutory income tax$(55,954)25.8 %$(49,448)25.0 %$(30,428)25.0 %
Foreign income taxed at different ratesForeign income taxed at different rates313  (0.2)%(310) 0.3 %(670) 1.4 %Foreign income taxed at different rates(1,305)0.6 %(2,197)1.1 %(486)0.4 %
Stock-based compensationStock-based compensation(53,050) 31.4 %(24,848) 25.3 %4,669  (9.4)%Stock-based compensation5,018 (2.3)%(31,372)15.9 %(100,931)82.9 %
Research and development credits(7,771) 4.6 %(2,161) 2.2 %(697) 1.4 %
Tax creditsTax credits(7,349)3.4 %(10,834)5.5 %(11,020)9.0 %
Change in valuation allowanceChange in valuation allowance97,734  (57.8)%43,071  (44.0)%11,495  (23.3)%Change in valuation allowance69,271 (31.9)%91,841 (46.4)%146,571 (120.4)%
Deferred tax asset revaluationDeferred tax asset revaluation1,991  (1.2)%11,883  (12.1)%1,081  (2.2)%Deferred tax asset revaluation— %(302)0.2 %(256)0.2 %
Foreign withholding taxesForeign withholding taxes3,201 (1.5)%1,773 (0.9)%1,307 (1.1)%
OtherOther1,101  (0.6)%1,232  (1.2)%(164) 0.3 %Other6,396 (3.0)%6,598 (3.5)%2,963 (2.3)%
Provision for income taxesProvision for income taxes$(1,968) 1.2 %$4,388  (4.5)%$3,376  (6.8)%Provision for income taxes$19,284 (8.9)%$6,059 (3.1)%$7,720 (6.3)%
Deferred Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Management assesses whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets are reduced by a valuation allowance to the extentwhere management believeshas concluded it is not more likely than not tothat the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgments about future taxable income based on assumptions that are consistent with the Company’s plans and estimates.
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Significant components of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands):
As of April 30,As of April 30,
2020201920232022
Deferred tax assets:Deferred tax assets:Deferred tax assets:
Accrued compensationAccrued compensation$3,267  $1,685  Accrued compensation$3,799 $2,883 
Net operating loss carryforwardNet operating loss carryforward208,629  84,194  Net operating loss carryforward533,051 458,733 
Deferred revenueDeferred revenue3,876  —  Deferred revenue7,690 8,780 
Intangibles/assets—  2,321  
Stock-based compensationStock-based compensation7,203  4,089  Stock-based compensation13,950 12,063 
Research and development credits15,333  3,584  
Tax creditsTax credits28,048 28,467 
Disallowed interest expenseDisallowed interest expense10,546 4,723 
Lease liabilitiesLease liabilities4,320 5,139 
OtherOther3,882  1,875  Other5,045 4,516 
Gross deferred tax assetsGross deferred tax assets242,190  97,748  Gross deferred tax assets606,449 525,304 
Less valuation allowanceLess valuation allowance(225,197) (92,309) Less valuation allowance(575,557)(498,996)
Total deferred tax assetsTotal deferred tax assets$16,993  $5,439  Total deferred tax assets30,892 26,308 
Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:
Deferred contract acquisition costsDeferred contract acquisition costs$(8,423) $(5,878) Deferred contract acquisition costs(27,988)(17,244)
Intangible assetsIntangible assets(8,841) —  Intangible assets(1,740)(6,752)
Deferred revenue—  (858) 
Other(218) (674) 
Right of use assetsRight of use assets(2,862)(4,673)
Gross deferred tax liabilitiesGross deferred tax liabilities(17,482) (7,410) Gross deferred tax liabilities(32,590)(28,669)
Net deferred tax assets (liabilities)$(489) $(1,971) 
Net deferred tax liabilitiesNet deferred tax liabilities$(1,698)$(2,361)
The valuation allowance for deferred tax assets as of April 30, 20202023 and 20192022 was $225.2$575.6 million and $92.3$499.0 million, respectively. As the Company has generated losses since inception in the Netherlands, and California (United States) jurisdictions, management maintains a full valuation allowance against the net deferred tax assets in these jurisdictions.this jurisdiction. In addition, the United States and the United Kingdom jurisdictions are anticipated to have cumulative losses for the foreseeable future and, as such, a valuation allowance has been established for these regions. The valuation allowance in the Netherlands the United States and the United Kingdom jurisdictions increased by $35.3 million, $94.5$80.1 million and $3.1less than $0.1 million,
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respectively, during the year ended April 30, 2020 and $10.6 million, $35.0 million and $0.8 million valuation allowance, respectively, for the year ended April 30, 2019.2023 and $53.8 million and $5.1 million, respectively, for the year ended April 30, 2022. The valuation allowance in the United States decreased by $3.6 million for the year ended April 30, 2023 and increased by $30.3 million for the year ended April 30, 2022. The valuation allowance for Dutchthe Netherlands deferred tax assets as of April 30, 20202023 and 20192022 was $88.4$283.3 million and $53.1$203.2 million, respectively, the valuation allowance for the United States deferred tax assets as of April 30, 20202023 and 20192022 was $132.9$272.7 million and $38.4$276.3 million, respectively, and the valuation allowance for the United Kingdom deferred tax assets as of both April 30, 20202023 and April 30, 2022 was $3.9 million and there was $0.8 million$19.5 million. To the extent sufficient positive evidence becomes available, the Company may release all or a portion of the valuation allowance asin one or more future periods. A release of April 30, 2019.the valuation allowance, if any, would result in the recognition of certain deferred tax assets and a material income tax benefit for the period in which such release is recorded.
As of April 30, 2020,2023, the Company had net operating loss (“NOL”) carryforwards for Dutch,Netherlands, United States (Federal(federal and State)state, respectively) and United Kingdom income tax purposes of $396.2$1.0 billion, $973.4 million, $490.2 million, $416.8$665.0 million and $18.6$74.5 million, respectively, which begin to expire in the yearyears ending April 30, 2022, April 30, 20312033 and April 30, 2024 respectively,in the United States (federal and state, respectively), with Netherlands and United Kingdom losses being carried forward indefinitely. The Company also has research and development tax credit carryforwards for United States (Federal(federal and State)state, respectively) and Canada income tax purposes of $11.3$20.4 million, , $1.3$5.8 million and $0.6 million, respectively, which begin to expire April 30, 2030,2033, April 30, 20222024, and April 30, 2037,2040, respectively. The deferred tax assets associated with the NOL carryforwards and other tax attributes in the Netherlands, the United States, and the United Kingdom are subject to a full valuation allowance.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (the “CARES Act”) Act was signed into United States law. The Act provides emergency assistance, opportunities for additional liquidity and other government programs to support individuals, families and businesses affected by the 2020 coronavirus pandemic, in part through amending United States tax law. Previously limited to 80% of taxable income by the TCJA, section 172(a), the CARES Act removes the limitation and grants taxpayers a five-year carryback period for NOLs arising in tax years beginning after December 31, 2017 and before January 1, 2021. Due to significant losses in the year ended April 30, 2019, and as a result of the CARES Act, the Company is planning to carry back the NOLs from the year ended April 30, 2019 back to five previous fiscal years (April 30, 2014 – April 30, 2018) to fully offset the taxable income in those tax years with an estimated income tax benefit of $3.3 million.
Uncertain Tax Positions
The calculation of the Company’s tax obligations involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740, Income Taxes,, provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon the Company’s evaluation of the facts, circumstances and information available at each period end.
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Although the Company believes that it has adequately reserved for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. As the Company expands,continues to grow in size, it will face increased complexity, and the Company’s unrecognized tax benefits may increase in the future. The Company makes adjustments toadjusts its reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made.
The Company had unrecognized tax benefits of $9.7$18.2 million as of April 30, 2020,2023, of which NaNnone would impact the effective tax rate before consideration of any valuation allowance. The activity within the Company’s unrecognized gross tax benefits is summarized as follows (in thousands):
As of April 30,As of April 30,
202020192018202320222021
Balance as of beginning of yearBalance as of beginning of year$3,870  $2,019  $1,196  Balance as of beginning of year$16,622 $13,656 $9,706 
Increase related to tax positions taken in prior periods2,283  240   
Increase (decrease) related to tax positions taken in prior periodsIncrease (decrease) related to tax positions taken in prior periods(1,050)(1,029)432 
Increase related to tax positions taken in the current periodIncrease related to tax positions taken in the current period3,553  1,611  817  Increase related to tax positions taken in the current period2,585 3,995 3,518 
Balance as of end of yearBalance as of end of year$9,706  $3,870  $2,019  Balance as of end of year$18,157 $16,622 $13,656 
Approximately $2.3$0.5 million of the increase in fiscal 2020decrease for the year ended April 30, 2023 for tax positions taken in prior periods is due to the amended U.S. Federal incomefiling of tax return the Company is planning to file as partreturns during such fiscal year and lapse of statute of limitations. The other approximately $0.5 million of the enacted CARES Act, which will generate additional research and development tax credit carryforward from prior years.decrease is due to the audit settlement noted below. Approximately $3.6$2.0 million of the increase in tax positions related to the current period is primarily from the research and development tax credits fromgenerated for the acquisition of Endgame Inc.year ended April 30, 2023 and $0.6 million is associated with acquisition-related tax structuring.
The Company’s policy is to recognize penalties and interestsinterest accrued on any unrecognized tax benefits as a component of income tax expense. DuringFor the yearyears ended April 30, 2020, 20192023, 2022 and 20182021 the Company recognized interest and penalties of $0.2 million, $0.3 million and less than $0.1 million, $0.1 million and $0.2 million, respectively, of interest and penalties.respectively. The amount of accrued interest and penalties recorded on the consolidated balance sheet as of April 30, 20202023 and 20192022 was $0.2 million and $0.3 million, respectively.
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The Company is subject to periodic examination of income tax returns by various domestic and international tax authorities. The Company is currently under audit withDuring the Dutch tax authority for the tax yearsyear ended April 30, 20152023, the Company was not subject to April 30, 2017any new audits. The Company settled an examination with the Internal Revenue Service for foreign withholding taxes and the German tax authorityrelated interest for the tax years ended April 30, 2016 to April 30, 2018calendar year 2017.
The Company does not anticipate any significant increases or decreases in its uncertain tax positions within the next twelve months. The Company files tax returns in multiple jurisdictions, including the Netherlands and United States. The Company’s tax filings for fiscal years starting with the year ended April 30, 20142018 remain open in various tax jurisdictions. If the examinations are resolved unfavorably, there is a possibility they may have a material negative impact on its results of operations.
Dutch income taxes and non-Dutch withholding taxes associated with the repatriation of earnings or for temporary differences related to investments in non-Dutch subsidiaries, excluding the U.S subsidiaries, have not been provided for, as the Company intends to reinvest the earnings of such subsidiaries indefinitely or the Company has concluded that an immaterial additional tax liability would arise on the distribution of such earnings. Earnings from the Company’s U.S. subsidiaries are being treated as being currently repatriated back to the Netherlands, even though no Dutch income taxes nor U.S. withholding taxes in regardregarding to such repatriations are being recorded due to the DutchNetherlands participation exemption provisions and exemption from withholding taxes under the income tax treaty between the Netherlands and the United States. AtAs of April 30, 2020,2023, there were cumulative earnings of $48.9$146.3 million from the non-U.S. subsidiaries. If such earnings were to be repatriated, they would be exempt from taxation in the Netherlands and the amount of dividend withholding taxes from such foreign jurisdictions would be $0.8$3.1 million, due to the various income tax treaties between the Netherlands and the respective foreign jurisdictions.
On December 22, 2017, the TCJA was signed into law making significant changes to the United States Internal Revenue code. Changes include, but are not limited to, a U.S. corporate income tax rate (“U.S. federal tax rate”) decrease to from 35% to 21% effective January 1, 2018.
The TCJA contains several new tax provisions that became effective on January 1, 2018, such as the introduction of Global Intangible Low Taxed Income (“GILTI”).  Due to the Company’s net operating loss, GILTI provision was $0.5 million and did not have a material impact on the Company’s results for the year ended April 30, 2020.
14. Employee Benefit Plans
The Company has a defined-contribution plan in the U.S.United States intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The Company has contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. Substantially all the expenses incurred for administering the 401(k) Plan are paid by the Company. ThisThe 401(k) Plan covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basisbasis. The Company makes contributions to the 401(k) Plan up to 6% of the participating employee’s W-2 earnings and wages. The Company recorded $8.3$17.9 million, $5.0$15.2 million, and $2.8$11.4 million of expense related to the 401(k) Plan during the years ended April 30, 2020, 20192023, 2022, and 2018,2021, respectively.
The Company also has defined-contribution plans in certain other countries for which the Company recorded $3.6$9.4 million, $1.9$7.2 million, and $1.4$5.1 million of expense during the years ended April 30, 2020, 20192023, 2022, and 2018,2021, respectively.
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15. Segment Information
The following table summarizes the Company’s total revenue by geographic area based on the billing addresslocation of the customers (in thousands):
Year Ended April 30,Year Ended April 30,
202020192018202320222021
United StatesUnited States$241,648  $155,935  $97,006  United States$626,688 $481,589 $331,769 
Rest of worldRest of world185,972  115,718  62,929  Rest of world442,301 380,785 276,720 
Total revenueTotal revenue$427,620  $271,653  $159,935  Total revenue$1,068,989 $862,374 $608,489 
Other than the United States, no other individual country exceeded 10% or more of total revenue during the periods presented.
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The following table presents the Company’s long-lived assets, including property and equipment, net, and operating lease right-of-use assets, by geographic region (in thousands):
As of April 30,As of April 30,
2020201920232022
United StatesUnited States$30,373  $3,219  United States$13,476 $22,112 
The NetherlandsThe Netherlands3,529  1,769  The Netherlands4,597 1,728 
United KingdomUnited Kingdom5,854  251  United Kingdom2,797 4,478 
IndiaIndia1,803 3,407 
Rest of worldRest of world787  209  Rest of world2,416 919 
Total long-lived assetsTotal long-lived assets$40,543  $5,448  Total long-lived assets$25,089 $32,644 
16. Restructuring and Other Related Charges
On November 30, 2022, the Company announced and began implementing a plan to align its investments more closely with its strategic priorities by reducing the Company’s workforce by approximately 13% and implementing certain facilities-related cost optimization actions. For the year ended April 30, 2023, the Company recorded employee-related severance and other termination benefits of approximately $23.3 million and facilities-related charges of approximately $6.2 million. Asset impairment charges include impairment of operating lease right-of-use assets, and the associated furniture, equipment, and leasehold improvements of $5.1 million and $1.1 million, respectively, for the exited leased office spaces. The restructuring plan is expected to be substantially completed by the end of the first quarter of fiscal 2024.
The following table presents the total amount incurred and the liability, which is recorded in accrued compensation and employee benefits in the consolidated balance sheet, for restructuring-related employee termination benefits as of April 30, 2023 (in thousands):
Year Ended
April 30, 2023
Beginning balance$— 
Incurred during the period23,264 
Paid during the period(22,789)
Foreign currency translation adjustment263 
Ending balance$738 
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Item 9. Changes in and Disagreements withWith Accountants on Accounting and Financial Disclosure.Disclosure
None.
Item 9A. Controls and Procedures.Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, that are designed to provide reasonable assuranceensure that information required to be disclosed by us in the reports 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assuranceensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and our 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 such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of April 30, 2020,2023, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms and (b) 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) and Rule 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 20202023 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of April 30, 2020.2023. The effectiveness of our internal control over financial reporting as of April 30, 20202023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended April 30, 20202023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
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the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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Item 9B. Other Information.Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.Governance
The information required by this Item 10 (other than the information set forth in the next paragraph) will be included inis incorporated herein by reference to our definitive proxy statement for our 20202023 annual general meeting of shareholders (the "2020“2023 Proxy Statement"Statement”), which will be filed with the SEC within 120 days after the end of our year ended April 30, 2020, and is incorporated herein by reference.2023.
We have adopted aour Code of Business Conduct, and Ethics (the “Code of Conduct”), applicable to all of our employees, officers and directors, including our chief executive officer, chief financial officer and other executive and senior financial officers. The full text of the Code of Conduct is available on our website at elastic.co. The audit committee of our board of directors is responsible for overseeing the Code of Conduct. The board of directors, or its designated committee, must approve any waivers of the Code of Conduct for members of the board of directors or executive officers, including our chief executive officer, chief financial officer and the General Counsel, or, if the General Counsel is not available, the Chief Financial Officer must approve any waiver of the Code of Conduct for employees, agents or contractors.other senior financial officers. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, that apply to our chief executive officer, chief financial officer and other senior financial officers will be disclosed on our website, as required by applicable law or the listing standards of The NYSE. The inclusion of our website address in this Form 10-K does not include or incorporate by reference into this Form 10-K the information on or accessible through our website.
Item 11. Executive Compensation
The information required by this item will be set forth in the 20202023 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters
The information required by this item will be set forth in the 20202023 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be set forth in the 20202023 Proxy Statement and is incorporated herein by reference.
Item 14. Principal AccountingAccountant Fees and Services
The information required by this item will be set forth in the 20202023 Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Part I, Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
We have filed or incorporated by reference the exhibits listed on the accompanying Exhibit Index.
Exhibit Index
Incorporated by Reference
Exhibit No.Description of ExhibitFormFile No.ExhibitFiling DateFiled Herewith
3.110-Q001-386753.112/12/2018
3.210-Q001-386753.212/12/2018
3.310-Q001-386753.312/12/2018
4.1S-1333-2271914.19/5/2018
4.210-K001-386754.26/28/2019
4.38-K001-386754.17/6/2021
4.48-K001-386754.17/6/2021
10.1+S-1/A333-22719110.19/24/2018
10.2+X
10.3+10-Q001-3867510.312/2/2022
10.4+10-Q001-3867510.212/2/2022
10.5+S-1333-22719110.69/5/2018
10.6+S-1333-22719110.109/5/2018
10.7+10-Q001-3867510.13/10/2022
10.8+10-K001-3867510.126/21/2022
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10.9+10-Q001-3867510.18/29/2022
10.10+10-Q001-3867510.112/9/2021
10.11+S-8333-2615444.212/8/2021
10.12+S-8333-2615444.312/8/2021
10.13+8-K001-3867510.110/6/2022
10.14+X
10.15+X
21.1X
23.1X
24.1Power of Attorney (contained in the signature page of this report).X
31.1X
31.2X
32.1*X
32.2*X
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHInline XBRL Taxonomy Extension Schema Document.X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.X
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.X
104The cover page from Elastic N.V.’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023 formatted in Inline XBRL (included as Exhibit 101).X
+    Indicates a management contract or compensatory plan or arrangement.
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*    The certifications attached as Exhibits 32.1 and 32.2 hereto 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.

Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
We have filed or incorporated by reference the exhibits listed on the accompanying Exhibit Index.
Exhibit Index
Incorporated by Reference
Exhibit No.Description of ExhibitFormFile No.ExhibitFiling DateFiled Herewith
2.1  8-K001-386752.1  6/5/2019
3.1  10-Q001-386753.1  12/12/2018
3.2  10-Q001-386753.2  12/12/2018
3.3  10-Q001-386753.3  12/12/2018
4.1  S-1333-2271914.1  9/5/2018
4.2  10-K001-386754.26/28/2019
10.1+S-1/A333-22719110.1  9/24/2018
10.2+X
10.3+S-1333-22719110.3  9/5/2018
10.4+S-1333-22719110.4  9/5/2018
10.5+S-1333-22719110.5  9/5/2018
10.6+S-1333-22719110.6  9/5/2018
10.7+S-1333-22719110.8  9/5/2018
10.8+S-1333-22719110.9  9/5/2018
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10.9+S-1333-22719110.10  9/5/2018
10.10+  S-1333-22719110.11  9/5/2018
10.11  S-1333-22719110.12  9/5/2018
10.12  S-1333-22719110.13  9/5/2018
10.13  S-1333-22719110.14  9/5/2018
10.14+  8-K001-3867510.1  2/26/2020
10.15+  S-8333-2341524.2  10/10/2019
21.1  X
23.1  X
24.1  Power of Attorney (contained in the signature page of this report).X
31.1  X
31.2  X
32.1*X
32.2*X
101The following financial information from Elastic N.V.’s Annual Report on Form 10-K for the fiscal year ended April 30, 2020 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of April 30, 2020 and April 30, 2019; (ii) Consolidated Statements of Operations for the fiscal years ended April 30, 2020, April 30, 2019, and April 30, 2018; (iii) Consolidated Statements of Comprehensive Loss for the fiscal years ended April 30, 2020, April 30, 2019, and April 30, 2018; (iv) Consolidated Statements of Redeemable Convertible Preference Shares and Shareholders’ Equity (Deficit) for the fiscal years ended April 30, 2020, April 30, 2019, and April 30, 2018; (v) Consolidated Statements of Cash Flows for the fiscal years ended April 30, 2020, April 30, 2019, and April 30, 2018; and (vi) Notes to the Consolidated Financial StatementsX
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104The cover page from Elastic N.V.’s Annual Report on Form 10-K for the fiscal year ended April 30, 2020 formatted in Inline XBRL (included as Exhibit 101).X
+ Indicates a management contract or compensatory plan or arrangement.
* The certifications attached as Exhibits 32.1 and 32.2 hereto 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.
Item 16. Form 10-K Summary
None.
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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 Reportreport to be signed on its behalf by the undersigned, thereunto duly authorized.authorized.
Elastic N.V.
Date: June 26, 202016, 2023By:/s/ Shay BanonAshutosh Kulkarni
Shay BanonAshutosh Kulkarni
Chief Executive Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ashutosh Kulkarni and Janesh Moorjani, and Shay Banon, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual 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 for 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 the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Reportreport has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
NameTitleDate
/s/ Shay BanonAshutosh KulkarniChief Executive Officer and ChairmanDirector (Principal Executive Officer)June 26, 202016, 2023
Ashutosh Kulkarni
/s/ Janesh MoorjaniChief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)June 16, 2023
Janesh Moorjani
/s/ Shay BanonChief Technology Officer and DirectorJune 16, 2023
Shay Banon
/s/ Chetan PuttaguntaChairman and DirectorJune 16, 2023
Chetan Puttagunta
/s/ Janesh MoorjaniSohaib AbbasiChief Financial Officer (Principal Accounting and Financial Officer)DirectorJune 26, 202016, 2023
Janesh MoorjaniSohaib Abbasi
/s/ Jonathan ChadwickDirectorJune 26, 202016, 2023
Jonathan Chadwick
/s/ Peter FentonDirectorJune 26, 2020
Peter Fenton
/s/ Alison GleesonDirectorDirectorJune 26, 202016, 2023
Alison Gleeson
/s/ Caryn MarooneyDirectorJune 26, 2020
Caryn Marooney
/s/ Chetan PuttaguntaShelley LeibowitzDirectorJune 26, 202016, 2023
Chetan PuttaguntaShelley Leibowitz
/s/ Steven SchuurmanCaryn MarooneyDirectorJune 26, 202016, 2023
Steven SchuurmanCaryn Marooney
/s/ Michelangelo VolpiSteven SchuurmanDirectorJune 26, 202016, 2023
Michelangelo VolpiSteven Schuurman
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