Cover
Cover - shares shares in Millions | 9 Months Ended | |
Oct. 31, 2021 | Nov. 29, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40895 | |
Entity Registrant Name | GITLAB INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1861035 | |
Title of 12(b) Security | Class A common stock, par value $0.0000025per share | |
Trading Symbol | GTLB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001653482 | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12.6 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 132.2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 824,714 | $ 282,850 |
Short-term investments | 100,031 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $697 and $1,022 as of October 31, 2021 and January 31, 2021, respectively | 56,976 | 39,651 |
Deferred contract acquisition costs, current | 19,880 | 18,700 |
Prepaid expenses and other current assets | 10,749 | 7,292 |
Total current assets | 1,012,350 | 348,493 |
Deferred contract acquisition costs, long-term | 11,433 | 11,776 |
Intangible assets, net | 515 | 797 |
Other long-term assets | 4,510 | 1,500 |
TOTAL ASSETS | 1,028,808 | 362,566 |
CURRENT LIABILITIES: | ||
Accounts payable | 4,943 | 3,111 |
Total accrued expenses and other current liabilities | 9,572 | 7,348 |
Accrued compensation and benefits | 16,980 | 13,179 |
Deferred revenue, current | 147,395 | 103,543 |
Total current liabilities | 178,890 | 127,181 |
Deferred revenue, long-term | 27,589 | 30,625 |
Other long-term liabilities | 12,922 | 11,078 |
TOTAL LIABILITIES | 219,401 | 168,884 |
Commitments and contingencies (Note 17) | ||
Convertible preferred stock, $0.0000025 par value; no shares and 79,959 shares authorized as of October 31, 2021 and January 31, 2021, respectively; no shares and 79,551 shares issued and outstanding as of October 31, 2021 and January 31, 2021, respectively | 0 | 424,904 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock, $0.0000025 par value; 50,000 shares and no shares authorized; no shares issued and outstanding as of October 31, 2021 and January 31, 2021 | 0 | 0 |
Additional paid-in capital | 1,292,710 | 186,892 |
Accumulated deficit | (507,552) | (398,199) |
Accumulated other comprehensive loss | (758) | (19,915) |
Total GitLab stockholders' equity (deficit) | 784,400 | (231,222) |
Noncontrolling interests | 25,007 | 0 |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 809,407 | (231,222) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) | 1,028,808 | 362,566 |
Common Class A | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, value, issued | 0 | 0 |
Common Class B | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, value, issued | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Allowance for doubtful accounts | $ 697 | $ 1,022 |
Convertible preferred stock, par value (in USD per share) | $ 0.0000025 | $ 0.0000025 |
Convertible preferred stock, shares authorized (in shares) | 0 | 79,959,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 79,551,000 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 79,551,000 |
Preferred stock, par value (in USD per share) | $ 0.0000025 | $ 0.0000025 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Assets of consolidated variable interest entity | $ 1,028,808 | $ 362,566 |
Total liabilities | 219,401 | $ 168,884 |
Variable Interest Entity, Primary Beneficiary | ||
Assets of consolidated variable interest entity | 20,492 | |
Total liabilities | $ 3,009 | |
Common Class A | ||
Common stock, par value (in USD per share) | $ 0.0000025 | $ 0.0000025 |
Common stock, shares authorized (in shares) | 1,500,000,000 | 163,000,000 |
Common stock, shares issued (in shares) | 12,591,000 | 1,151,000 |
Common stock, shares outstanding (in shares) | 12,591,000 | 1,151,000 |
Common Class B | ||
Common stock, par value (in USD per share) | $ 0.0000025 | $ 0.0000025 |
Common stock, shares authorized (in shares) | 250,000,000 | 163,000,000 |
Common stock, shares issued (in shares) | 131,955,000 | 52,468,000 |
Common stock, shares outstanding (in shares) | 131,955,000 | 52,468,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Revenue | $ 66,800 | $ 42,152 | $ 174,857 | $ 106,029 |
Cost of revenue | 7,195 | 4,637 | 20,812 | 12,238 |
Gross profit | 59,605 | 37,515 | 154,045 | 93,791 |
Operating expenses: | ||||
Sales and marketing | 50,543 | 34,837 | 133,562 | 99,164 |
Research and development | 24,664 | 19,042 | 68,607 | 57,942 |
General and administrative | 16,939 | 8,090 | 40,276 | 22,113 |
Total operating expenses | 92,146 | 61,969 | 242,445 | 179,219 |
Loss from operations | (32,541) | (24,454) | (88,400) | (85,428) |
Interest income | 127 | 97 | 226 | 1,007 |
Other income (expense), net | (10,209) | (4,005) | (21,252) | 13,447 |
Loss before income taxes | (42,623) | (28,362) | (109,426) | (70,974) |
Provision for (benefit from) income taxes | (875) | 246 | 1,370 | 1,182 |
Net loss | (41,748) | (28,608) | (110,796) | (72,156) |
Net loss attributable to noncontrolling interest | (521) | 0 | (1,443) | 0 |
Net loss attributable to GitLab | $ (41,227) | $ (28,608) | $ (109,353) | $ (72,156) |
Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted | ||||
Basic (in USD per share) | $ (0.62) | $ (0.57) | $ (1.89) | $ (1.45) |
Diluted (in USD per share) | $ (0.62) | $ (0.57) | $ (1.89) | $ (1.45) |
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted | ||||
Basic (in shares) | 67,018,000 | 50,306,000 | 57,789,000 | 49,806,000 |
Diluted (in shares) | 67,018,000 | 50,306,000 | 57,789,000 | 49,806,000 |
Subscription—self-managed and SaaS | ||||
Revenue | $ 59,774 | $ 36,665 | $ 156,542 | $ 92,254 |
Cost of revenue | 5,608 | 3,671 | 16,366 | 9,487 |
License—self-managed and other | ||||
Revenue | 7,026 | 5,487 | 18,315 | 13,775 |
Cost of revenue | $ 1,587 | $ 966 | $ 4,446 | $ 2,751 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (41,748) | $ (28,608) | $ (110,796) | $ (72,156) |
Comprehensive loss | ||||
Foreign currency translation adjustments | 9,768 | 4,082 | 19,157 | (13,300) |
Comprehensive loss | (31,980) | (24,526) | (91,639) | (85,456) |
Comprehensive loss attributable to noncontrolling interest | (521) | 0 | (1,443) | 0 |
Comprehensive loss attributable to GitLab | $ (31,459) | $ (24,526) | $ (90,196) | $ (85,456) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity, beginning balance | $ (134,747) | $ 0 | $ 0 | $ 67,168 | $ (206,005) | $ 4,090 | |
Temporary equity, beginning balance (in shares) at Jan. 31, 2020 | 79,959,000 | ||||||
Temporary equity, beginning balance at Jan. 31, 2020 | $ 425,146 | ||||||
Temporary equity, ending balance (in shares) at Oct. 31, 2020 | 79,959,000 | ||||||
Temporary equity, ending balance at Oct. 31, 2020 | $ 425,146 | ||||||
Equity, beginning balance (in shares) at Jan. 31, 2020 | 1,151,000 | 49,338,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock related to vested exercised stock options | 507,000 | ||||||
Issuance of common stock related to vested exercised stock options | 889 | 889 | |||||
Issuance of common stock related to early exercised stock options, net of repurchases (in shares) | 535,000 | ||||||
Vesting of early exercised stock options | 1,882 | 1,882 | |||||
Stock-based compensation expense | 5,678 | 5,678 | |||||
Foreign currency translation adjustments | (13,300) | (13,300) | |||||
Net loss | (72,156) | (72,156) | |||||
Equity, ending balance (in shares) at Oct. 31, 2020 | 1,151,000 | 50,380,000 | |||||
Equity, ending balance at Oct. 31, 2020 | (211,754) | $ 0 | $ 0 | 75,617 | (278,161) | (9,210) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity, beginning balance | $ (190,359) | $ 0 | $ 0 | 72,486 | (249,553) | (13,292) | |
Temporary equity, beginning balance (in shares) at Jul. 31, 2020 | 79,959,000 | ||||||
Temporary equity, beginning balance at Jul. 31, 2020 | $ 425,146 | ||||||
Temporary equity, ending balance (in shares) at Oct. 31, 2020 | 79,959,000 | ||||||
Temporary equity, ending balance at Oct. 31, 2020 | $ 425,146 | ||||||
Equity, beginning balance (in shares) at Jul. 31, 2020 | 1,151,000 | 49,755,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock related to vested exercised stock options | 207,000 | ||||||
Issuance of common stock related to vested exercised stock options | 503 | 503 | |||||
Issuance of common stock related to early exercised stock options, net of repurchases (in shares) | 418,000 | ||||||
Vesting of early exercised stock options | 572 | 572 | |||||
Stock-based compensation expense | 2,056 | 2,056 | |||||
Foreign currency translation adjustments | 4,082 | 4,082 | |||||
Net loss | (28,608) | (28,608) | |||||
Equity, ending balance (in shares) at Oct. 31, 2020 | 1,151,000 | 50,380,000 | |||||
Equity, ending balance at Oct. 31, 2020 | (211,754) | $ 0 | $ 0 | 75,617 | (278,161) | (9,210) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity, beginning balance | (211,754) | 0 | 0 | 75,617 | (278,161) | (9,210) | |
Equity, beginning balance | $ (231,222) | $ 0 | $ 0 | 186,892 | (398,199) | (19,915) | $ 0 |
Temporary equity, beginning balance (in shares) at Jan. 31, 2021 | 79,551,000 | ||||||
Temporary equity, beginning balance at Jan. 31, 2021 | $ 424,904 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Conversion of convertible preferred stock to Class B common stock upon initial public offering (in shares) | (79,551,000) | ||||||
Conversion of convertible preferred stock to Class B common stock upon initial public offering | $ (424,904) | ||||||
Temporary equity, ending balance (in shares) at Oct. 31, 2021 | 0 | ||||||
Temporary equity, ending balance at Oct. 31, 2021 | $ 0 | ||||||
Equity, beginning balance (in shares) at Jan. 31, 2021 | 1,151,000 | 52,468,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of convertible preferred stock to Class B common stock upon initial public offering (in shares) | 79,551,000 | ||||||
Conversion of convertible preferred stock to Class B common stock upon initial public offering | 424,904 | 424,904 | |||||
Conversion of Class B common stock to Class A common stock by the selling stockholder upon initial public offering (in shares) | 2,500,000 | (2,500,000) | |||||
Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs (in shares) | 8,940,000 | ||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs | 649,845 | 649,845 | |||||
Repurchase of common stock (in shares) | (13,000) | ||||||
Repurchase of common stock | $ (590) | (590) | |||||
Issuance of common stock related to vested exercised stock options | 2,539,000 | 1,881,000 | |||||
Issuance of common stock related to vested exercised stock options | $ 8,992 | 8,992 | |||||
Issuance of common stock related to early exercised stock options, net of repurchases (in shares) | 568,000 | ||||||
Vesting of early exercised stock options | 5,425 | 5,425 | |||||
Stock-based compensation expense | 17,242 | 17,242 | |||||
Foreign currency translation adjustments | 19,157 | ||||||
Capital contributions from noncontrolling interest holders | 26,450 | 26,450 | |||||
Net loss | (110,796) | (109,353) | (1,443) | ||||
Equity, ending balance (in shares) at Oct. 31, 2021 | 12,591,000 | 131,955,000 | |||||
Equity, ending balance at Oct. 31, 2021 | 809,407 | $ 0 | $ 0 | 1,292,710 | (507,552) | (758) | 25,007 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity, beginning balance | $ (250,485) | $ 0 | $ 0 | 200,838 | (466,325) | (10,526) | 25,528 |
Temporary equity, beginning balance (in shares) at Jul. 31, 2021 | 79,551,000 | ||||||
Temporary equity, beginning balance at Jul. 31, 2021 | $ 424,904 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Conversion of convertible preferred stock to Class B common stock upon initial public offering (in shares) | (79,551,000) | ||||||
Conversion of convertible preferred stock to Class B common stock upon initial public offering | $ (424,904) | ||||||
Temporary equity, ending balance (in shares) at Oct. 31, 2021 | 0 | ||||||
Temporary equity, ending balance at Oct. 31, 2021 | $ 0 | ||||||
Equity, beginning balance (in shares) at Jul. 31, 2021 | 1,151,000 | 53,893,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of convertible preferred stock to Class B common stock upon initial public offering (in shares) | 79,551,000 | ||||||
Conversion of convertible preferred stock to Class B common stock upon initial public offering | 424,904 | 424,904 | |||||
Conversion of Class B common stock to Class A common stock by the selling stockholder upon initial public offering (in shares) | 2,500,000 | (2,500,000) | |||||
Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs (in shares) | 8,940,000 | ||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs | 649,845 | 649,845 | |||||
Issuance of common stock related to vested exercised stock options | 856,000 | ||||||
Issuance of common stock related to vested exercised stock options | 4,572 | 4,572 | |||||
Issuance of common stock related to early exercised stock options, net of repurchases (in shares) | 155,000 | ||||||
Vesting of early exercised stock options | 3,972 | 3,972 | |||||
Stock-based compensation expense | 8,579 | 8,579 | |||||
Foreign currency translation adjustments | 9,768 | 9,768 | |||||
Net loss | (41,748) | (41,227) | (521) | ||||
Equity, ending balance (in shares) at Oct. 31, 2021 | 12,591,000 | 131,955,000 | |||||
Equity, ending balance at Oct. 31, 2021 | 809,407 | $ 0 | $ 0 | 1,292,710 | (507,552) | (758) | 25,007 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity, beginning balance | $ 809,407 | $ 0 | $ 0 | $ 1,292,710 | $ (507,552) | $ (758) | $ 25,007 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (110,796) | $ (72,156) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 17,242 | 5,678 |
Other non-cash expense (income) | (128) | 293 |
Amortization of intangible assets | 251 | 137 |
Amortization of deferred contract acquisition costs | 23,555 | 12,442 |
Unrealized foreign exchange (gain) loss | 19,752 | (13,614) |
Changes in assets and liabilities: | ||
Accounts receivable | (17,350) | (18,511) |
Prepaid expenses and other current assets | (3,373) | (1,952) |
Other long-term assets | (3,120) | (536) |
Costs deferred related to contract acquisition | (24,642) | (21,582) |
Accounts payable | 1,786 | 318 |
Accrued expenses and other current liabilities | 1,019 | 1,683 |
Accrued compensation and benefits | 3,812 | 632 |
Other long-term liabilities | 1,803 | 688 |
Deferred revenue | 41,469 | 40,260 |
Net cash used in operating activities | (48,720) | (66,220) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Intangible assets acquisitions, net of cash acquired | 0 | (933) |
Purchases of short-term investments | (100,031) | 0 |
Net cash used in investing activities | (100,031) | (933) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from initial public offering, net of underwriting discounts | 654,552 | 0 |
Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases | 14,574 | 6,619 |
Repurchase of common stock | (590) | 0 |
Contributions received from noncontrolling interests | 26,450 | 0 |
Payments of deferred offering costs | (3,398) | 0 |
Net cash provided by financing activities | 691,588 | 6,619 |
Impact of foreign exchange on cash and cash equivalents | (973) | 485 |
Net increase (decrease) in cash | 541,864 | (60,049) |
Cash and cash equivalents, beginning of period | 282,850 | 343,327 |
Cash and cash equivalents, end of period | 824,714 | 283,278 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 1,111 | 1,921 |
Cash donations | 1,000 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Vesting of early exercised stock options | 5,425 | 1,882 |
Conversion of convertible preferred stock to common stock upon initial public offering | 424,904 | 0 |
Unpaid deferred offering costs | $ 1,309 | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business GitLab Inc. (the “Company”) began as an open source project in 2011 and was incorporated in Delaware on September 12, 2014. While the Company is headquartered in San Francisco, California, it operates on an all-remote model. The Company is a technology company and its primary offering is “GitLab”, a complete DevOps platform delivered as a single application. GitLab is used by a wide range of organizations. The Company also provides related training and professional services. GitLab is offered on both self-managed and software-as-a-service ("SaaS") models. The principal markets for GitLab are currently located in the United States, Europe, and Asia Pacific. The Company is focused on accelerating innovation and broadening the distribution of its platform to companies across the world to help them become better software-led businesses. Stock Split In January 2019, the Company’s board of directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation effecting a four-to-one stock split of the Company’s issued and outstanding shares of common and convertible preferred stock. The split was effected on February 28, 2019. The par values of the common and convertible preferred stock were also adjusted as a result of the stock split. All issued and outstanding share and per share amounts included in the accompanying condensed consolidated financial statements and notes thereto have been adjusted to reflect this stock split for all periods presented. Initial Public Offeri ng (“IPO”) On October 18, 2021, the Company closed its IPO of 8,940,000 shares of Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of Class A common stock, resulting in net proceeds to the Company of $654.6 million, after deducting underwriting discounts of $33.8 million, and before the deferred offering costs discussed below. In addition, an entity affiliated with the Company’s founder and the CEO sold 2,500,000 shares of Class A common stock (upon conversion of shares of Class B common stock) at the IPO. The Company did not receive any proceeds from the sale of shares of its Class A common stock by the selling stockholder. Prior to the IPO, defe rred offering costs, which consist primarily of legal, accounting, consulting, and other fees related to the Company’s IPO, were capitalized in prepaid expense and other current assets on the condensed consolidated balance sheets. During the three and nine months ended October 31, 2021, the Company capitalized $3.4 million and $4.7 million of deferred offering costs, respectively. Upon consummation of the IPO, the deferred offering costs of $4.7 million were reclassified into stockholders’ equity as a reduction of the IPO proceeds on the condensed consolidated balance sheets . Upon the closing of the IPO, 79.6 million shares of the Company’s outstanding convertible preferred stock were automatically converted into an equal number of shares of Class B common stock. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Revision of Previously Issued Financial Statements During the third quarter of 2021, the Company identified an immateria l error in which $50.0 million of short-term investments were incorrectly reflected within cash and cash equivalents as previously reported for the six months ended July 31, 2021. The third quarter cash and cash equivalents, end of period and purchases of short-term investments reflected in the condensed consolidated statement of cash flows have been revised to correct these amounts as of and for the nine months ended October 31, 2021. The Company will update cash and cash equivalents, end of period and purchases of short-term investments to properly reflect these amounts for the six months ended July 31, 2021 in the respective future filing. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. Fiscal Year The Company's fiscal year ends on January 31. For example, references to fiscal 2022 and 2021 refer to the fiscal year ended January 31, 2022 and January 31, 2021, respectively. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, fair valuation of stock-based compensation, the period of benefit for deferred commissions and valuation allowance for deferred income taxes. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. Principles of Consolidation The condensed consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries as well as a variable interest entity for which our Company is the primary beneficiary, and the ownership interest of other investors is recorded as noncontrolling interest. The results of the variable interest entity are recorded on a one-month lag basis and the activity during the intervening one-month lag is not material. All intercompany accounts and transactions have been eliminated in consolidation. Summary of Significant Accounting Policies Notwithstanding the change in the short-term investments policy described below, there were no significant changes to the Company’s significant accounting policies disclosed in “Note 2” of the final prospectus for our IPO dated a s of October 13, 2021 and filed with the SEC, pursuant to Rule 424(b)(4) on October 14, 2021 (Final Prospectus). Short-Term Investments The Company classifies certificates of deposits with banks with an original maturity of six months at the date of purchase as short-term investments and such investments are carried at amortized cost, which approximates their fair value. Recently Adopted Accounting Standards As an “emerging growth company,” the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act, except for Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers and Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718) . The adoption dates discussed below reflect this election. In March 2016, the Financial Accounting Standards Board (“the FASB”) issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The Company has elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The impact of the adoption of ASU 2016-09 was not material to the condensed consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”), which expands the scope of Topic 718 to include share-based payments issued to non-employees for goods or services. The new standard supersedes ASC Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees . The Company has early adopted ASU 2018-07 as of February 1, 2019. The impact of adoption of ASU 2018-07 was not material to the condensed consolidated financial statements. In August 2018, the FASB issued ASU 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 (“ASU 2018-15”), which requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40, Intangibles-Goodwill and Other , to determine which implementation costs to capitalize as assets or expense as incurred. The Company has prospectively adopted ASU 2018-15 as of February 1, 2021 with no material impact. Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”). Topic 842 supersedes the lease requirements in ASC Topic 840, Leases. Under Topic 842, lessees are required to recognize assets and liabilities on the condensed consolidated balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. For public companies, Topic 842 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has elected to use the extended transition period that allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under the JOBS Act. For as long as the Company remains an “emerging growth company,” the new guidance is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The adoption of ASU 2016-02 will not have a material effect on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Since t he Company follows private company’s adoption timelines, t his new guidance is effective for the Company for its fiscal year beginning February 1, 2023. The Company is currently evaluating the effect of the adoption of ASU 2016-13 on its condensed consolidated financial statements. The effect will largely depend on the composition and credit quality of the Company's portfolio of financial assets and the economic conditions at the time of adoption. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) : Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes in order to reduce cost and complexity of its application. This new guidance is effective for the Company for its fiscal year beginning February 1, 2022 and interim periods within its fiscal year beginning February 1, 2023. Early |
Revenues
Revenues | 9 Months Ended |
Oct. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 3. Revenues Disaggregation of Revenue The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages): Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 Subscription—self-managed and SaaS $ 59,774 89 % $ 36,665 87 % $ 156,542 90 % $ 92,254 87 % Subscription—self-managed 47,215 70 32,023 76 124,742 72 81,414 77 SaaS 12,559 19 4,642 11 31,800 18 10,840 10 License—self-managed and other $ 7,026 11 % $ 5,487 13 % $ 18,315 10 % $ 13,775 13 % License—self-managed 5,314 8 3,778 9 13,757 8 10,322 10 Professional services and other 1,712 3 1,709 4 4,558 2 3,453 3 Total revenue $ 66,800 100 % $ 42,152 100 % $ 174,857 100 % $ 106,029 100 % Total Revenue by Geographic Location The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 United States $ 56,706 $ 34,964 $ 147,226 $ 87,937 Europe 9,165 6,186 24,631 15,427 Asia Pacific 929 1,002 3,000 2,665 Total revenue $ 66,800 $ 42,152 $ 174,857 $ 106,029 During the three and nine months ended October 31, 2021 and 2020, the United States accounted for 85% and 84%, 83% and 83% of total revenue, respectively. No other individual country exceeded 10% of total revenue for either period presented. We operate our business as a single reportable segment. Deferred Revenue Revenue recognized during the three months ended October 31, 2021 and 2020, which was included in the deferred revenue balances at the beginning of each such period, was $45.0 million and $28.0 million, respectively. Revenue recognized during the nine months ended October 31, 2021 and 2020, which was included in the deferred revenue balances at the beginning of each such period, was $78.4 million and $53.8 million, respectively. The increase in deferred revenue balances for the periods presented is mainly attributable to the growth of contracts with new as well as existing customers. Remaining Performance Obligations As of October 31, 2021 and January 31, 2021, the aggregate amount of the transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $242.5 million and $159.9 million, respectively. As of October 31, 2021 , we expect to recognize approx imately 69% of the transaction price as product or services revenue over the next 12 months and the remainder thereafter. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash and cash equivalents and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances. To minimize credit losses on accounts receivable, the Company extends credit to customers based on an evaluation of their ability to pay amounts due under contractual arrangements. The Company uses various distribution channels to collect payments from users. There were two distribution channels and no distribution channels or individual customers whose balance represented more than 10% of the accounts receivable balance as of October 31, 2021 and January 31, 2021, respectively. There were no customers whose revenue represented more than 10% of total revenue during the three months and nine months ended October 31, 2021 and 2020. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Oct. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): October 31, 2021 January 31, 2021 Prepaid software subscriptions $ 4,042 $ 2,185 Prepaid expenses for Company functions 728 673 Prepaid advertising costs 811 784 Prepaid payroll deposits 695 1,125 Prepaid taxes 2,098 785 Other prepaid expenses 1,405 1,240 Other current assets 970 500 Total prepaid expense and other current assets $ 10,749 $ 7,292 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Oct. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Financial Instruments | 5. Financial Instruments The Company has $65.0 million and $37.6 million in cash held in bank accounts as of October 31, 2021 and January 31, 2021, respectively. The Company's cash equivalents are invested in money market accounts of $759.7 million and $245.3 million as of October 31, 2021 and January 31, 2021, respectively. The Company's short-term investments are comprised of certificates of deposit from banks of $100 million as of October 31, 2021, have an original maturity of six months and are carried at amortized cost, which approximates their fair value. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Oct. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): October 31, 2021 January 31, 2021 Accrued expenses $ 6,856 $ 4,010 Income taxes payable 417 206 Indirect taxes payable 1,484 1,907 Other current liabilities 815 1,225 Total accrued expenses and other current liabilities $ 9,572 $ 7,348 7. Accrued Compensation and Benefits Accrued compensation and benefits consisted of the following (in thousands): October 31, 2021 January 31, 2021 Accrued commissions $ 5,725 $ 6,564 Accrued team member related payables, excluding commissions 11,255 6,615 Total accrued compensation and benefits $ 16,980 $ 13,179 |
Accrued Compensation and Benefi
Accrued Compensation and Benefits | 9 Months Ended |
Oct. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Compensation and Benefits | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): October 31, 2021 January 31, 2021 Accrued expenses $ 6,856 $ 4,010 Income taxes payable 417 206 Indirect taxes payable 1,484 1,907 Other current liabilities 815 1,225 Total accrued expenses and other current liabilities $ 9,572 $ 7,348 7. Accrued Compensation and Benefits Accrued compensation and benefits consisted of the following (in thousands): October 31, 2021 January 31, 2021 Accrued commissions $ 5,725 $ 6,564 Accrued team member related payables, excluding commissions 11,255 6,615 Total accrued compensation and benefits $ 16,980 $ 13,179 |
Debt Financing
Debt Financing | 9 Months Ended |
Oct. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Financing | 8. Debt Financing Line of Credit On March 25, 2016, the Company executed a Loan and Security Agreement (the “Agreement”) with a financial institution in the United States (as amended from time to time, including the First Amendment to the Agreement dated December 9, 2016, the Second Amendment to the Agreement dated May 31, 2018, and the Third Amendment to the Agreement dated April 2, 2019). As per the amended Agreement, the Company had access to a line of credit of up to $15 million, to be taken in single or multiple drawdowns. The draws could be taken beginning March 25, 2016 (the “Closing Date”) and payable by the maturity date of June 30, 2020. In May and October 2020, the Company further amended the Agreement to restate certain terms and definitions, including extending the maturity date to June 30, 2022. No advances on the line of credit under this Agreement have been taken by the Company through the date of issuance of this report. On April 30, 2021, the Company terminated its revolving line of credit agreement with the financial institution. No advances on the line of credit had been taken by the Company through the termination date. |
Common Stock
Common Stock | 9 Months Ended |
Oct. 31, 2021 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock In connection with the IPO, on October 18, 2021, the Company filed a restated certificate of incorporation that authorized the issuance of 1,500,000,000 shares of Class A common stock, 250,000,000 shares of Class B common stock, and 50,000,000 shares of preferred stock at $0.0000025 par value for each class of shares. Common stockholders are entitled to dividends when and if declared by the board of directors. No dividends have been declared to date. The holder of each share of Class A common stock is entitled to one vote and the holder of each share of Class B common stock is entitled to ten votes. On October 18, 2021, the Company closed its IPO of 8,940,000 shares of Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of Class A common stock, resulting in net proceeds to the Company of $654.6 million, after deducting underwriting discounts of $33.8 million, and before the deferred offering costs. Upon consummation of the IPO, the deferred offering costs of $4.7 million were reclassified into stockholders’ equity as a reduction of the IPO proceeds on the condensed consolidated balance sheets . In addition, an entity affiliated with our founder and the CEO sold 2,500,000 shares of our Class A common stock (upon conversion of shares of Class B common stock) at the IPO. The Company did not receive any proceeds from the sale of shares of its Class A common stock by the selling stockholder. The Company had shares of common stock reserved for future issuance, on an as-converted basis, as follows (in thousands): October 31, 2021 January 31, 2021 Class A and Class B common stock Convertible preferred stock — 79,551 Options issued and outstanding 19,722 16,043 Shares available for issuance under Equity Incentive Plans 18,200 4,796 RSUs issued and outstanding 3,000 — Shares reserved for issuance to charitable organizations 1,636 — 2021 ESPP 3,271 — Warrants issued and outstanding (1) 73 73 Total 45,902 100,463 ______________ (1) Concurrent with the Loan and Security Agreement discussed in “Note 8. Debt Financing”, the Company has issued warrants to the financial institution for shares of the Company’s Class B common stock at an effective strike price of $1.18 per share. The warrants have been issued in two tranches that expire in Fiscal 2027 and Fiscal 2029, respectively. The warrants can be converted into common stock at any time before expiry. The warrants have been classified in equity with negligible carrying value. Early Exercised Options (subject to a repurchase right) Certain stock option holders have the right to exercise unvested options, subject to a repurchase right held by the Company at the original exercise price, in the event of voluntary or involuntary termination of employment of the holder. As of October 31, 2021 and January 31, 2021 , there were 908,136 and 1,197,150 shares, respectively, of unvested options that had been early exercised and were subject to repurchase for a total liability of $8.3 million and $8.1 million, respec tively. The liability associated with early exercis ed options is included in other long-term liabilities in the condensed consolidated balance sheets. For accounting purposes, issuance of shares will be recognized only on vesting. However, shares issued for the early exercise of options are included in issued and outstanding shares as they are legally issued and outstanding. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Oct. 31, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock | 10. Convertible Preferred Stock Upon the closing of the IPO, all shares of the Company’s convertible preferred stock outstanding of 79.6 million were automatically converted into an equal number of shares of Class B common stock and their carrying value of $424.9 million was reclassified into stockholders’ equity. As of October 31, 2021, there were no shares of convertible preferred stock issued and outstanding. The following table summarize s the convertible preferred stock outstanding immediately prior to the conversion into common stock upon the closing of the IPO (in thousa nds): Convertible Preferred Stock Shares Authorized Shares Issued and Outstanding Net Carrying Value Series safe A1 539 539 100 Series safe A2 5,111 4,911 1,105 Series safe A3 1,600 1,600 450 Series A 12,393 12,393 3,954 Series B 21,109 20,901 19,743 Series C 12,282 12,282 21,935 Series D 12,512 12,512 109,440 Series E 14,413 14,413 268,177 Total 79,959 79,551 424,904 |
Team Member Benefit Plans
Team Member Benefit Plans | 9 Months Ended |
Oct. 31, 2021 | |
Retirement Benefits [Abstract] | |
Team Member Benefit Plans | 11. Team Member Benefit Plans The Company contributes to defined contribution plans in the United States and Australia, including a 401(k) savings plan for U.S. based team members and superannuation contributions for Australia based team members. Total contributions to these plans were $0.5 million, $2.0 million, $0.3 million and $1.4 million for the three and nine months ended October 31, 2021 and 2020, re spectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 12. Stock-Based Compensation Equity Incentive Plans In 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”), in which shares of common stock of the Company are reserved for issuance of stock options to team members, directors, or consultants. The options generally vest 25% upon completion of one year and then ratably over 36 months. Options generally expire ten years from the date of grant. All these options qualify as equity settled awards and contain no performance conditions. In September 2021, in connection with the IPO, our board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to our 2015 Plan (together the “Plans”). The 2021 Plan authorizes the award of both stock options, which are intended to qualify for tax treatment under Section 422 of the Internal Revenue Code, and nonqualified stock options, as well for the award of restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), RSUs, and performance and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to our team members. We may grant all other types of awards to our team members, directors, and consultants. We have initially reserved 13,032,289 shares of our Class A common stock, plus any reserved shares of Class B common stock not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2021 Plan, for issuance as Class A common stock pursuant to awards granted under our 2021 Plan. The number of shares reserved for issuance under our 2021 Plan will increase automatically on February 1 of each of the years from 2022 through 2031. The awards available for grant under the above Plans for the pe riods presented were as follows (in thousands): October 31, 2021 January 31, 2021 Available at beginning of period 4,796 1,540 Awards authorized 22,532 5,788 Options granted (7,919) (4,622) RSUs granted (3,000) — Options cancelled and forfeited 1,701 1,970 Options repurchased 90 120 Available at end of period 18,200 4,796 In the event that shares previously issued u nder the above Plans are reacquire d by the Company, such shares shall be added to the number of shares then available for issuance under the Plans. In the event that an outstanding stock option for any reason expires or is canceled, the shares allocable to the unexercised portion of su ch stock option will be added to the number of shares then available for issuance under the Plans. The 2015 Plan allows the grantees to early exercise stock options. Se e “Note 9. Common Stock” for ad ditional information about early exercised options. Stock Options The following table summarizes options activity under the 2015 Plan, and related information: Number of Stock Options Outstanding (in thousands) Weighted Average Exercise Price Weighted Average Remaining Years Aggregate Intrinsic value (in millions) Balances at January 31, 2021 16,043 $ 6.33 8.39 $ 166.6 Options granted 7,919 $ 18.68 8.92 Options exercised (2,539) $ 5.93 5.65 Options cancelled (77) $ 5.64 — Options forfeited (1,624) $ 10.04 — Balances at October 31, 2021 19,722 $ 11.04 8.17 $ 1,995.1 Exercisable at October 31, 2021 19,722 Options vested at October 31, 2021 6,266 $ 4.61 6.60 $ 674.1 Options expected to vest at October 31, 2021 13,456 $ 14.03 8.89 $ 1,321.0 The aggregate grant-date fair value of options vested during the three months ended October 31, 2021 and 2020 was $3.1 million and $2.3 million, respectively. The aggregate intrinsic value of options exercised during the three months ended October 31, 2021 and 2020 was $108.6 million and $1.7 million, respectively. The aggregate intrinsic value is the difference between the exercise price of the underlying stock option awards and the estimated fair value of the Company’s common stock. The weighted-average grant-date fair value per share of options granted was $12.74 and $3.13 for the three months ended October 31, 2021 and 2020, respectively. The aggregate grant-date fair value of options vested during the nine months ended October 31, 2021 and 2020 was $7.5 million and $5.3 million, respectively. The aggregate intrinsic value of options exercised during the nine months ended October 31, 2021 and 2020 was $269.9 million and $4.6 million, respectively. The weighted-average grant-date fair value per share of options granted was $10.81 and $3.05 for the nine months ended October 31, 2021 and 2020, respectively. As of October 31, 2021 and January 31, 2021, approximately $88.9 million and $26.8 million of total unrecognized compensation cost was related to stock options granted, that is expected to be recognized over a weighted-average p eriod of 1.5 years and 1.3 years , respectively. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures. During the three and nine months ended October 31, 2021, no awards have been granted under the 2021 Plan. Determining Fair Value of Stock Options The fair value of each stock option grant was estimated on the date of grant, using a Black-Scholes option-pricing model, with the following weighted-average assumptions: Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 Risk-free interest rate 0.89 % 0.38 % 1.10 % 0.51 % Weighted-average volatility 43.80 % 32.20 % 43.50 % 31.60 % Weighted-average expected term (in years) 6.10 6.00 6.10 6.00 Dividend yield — % — % — % — % Prior to the IPO, the Company estimated the volatility of common stock on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies in the Company's industry group. After the IPO, the Company will continue to use the historical volatility of comparable publicly-traded companies until we establish a sufficient public trading history. The expected term is based on the simplified method for grants to employees and on the contractual term for non-employees. The simplified method is used given the lack of historical exercise behavior data in the Company. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is zero percent as the Company has not paid and does not anticipate paying dividends on common stock. CEO Performance Award In May 2021, the Company granted 3 million RSUs tied to our Class B common stock to Mr. Sijbrandij, our founder and the CEO, with an estimated aggregate grant date fair value of $8.8 million, determined utilizing a Monte Carlo valuation model. The model assumed a share price volatility of 45% and a risk free rate of 1.52%. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share on a recognized stock exchange or a per share price received in a corporate transaction defined in the grant. The price hurdles will adjust for stock splits, recapitalizations, and the like. Provided that Sid Sijbrandij continues to be the CEO of the Company, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock price hurdles are achieved. We will recognize total stock-based compensation expense of $8.8 million over the requisite service period of each tranche, which ranged from 2.83 to 7.50 years, using the accelerated attribution method. If the stock price hurdles are met sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the vested portion of these RSUs. The Company recorded $0.8 million of stock-based compensation expense related to the CEO RSUs during the three months ended October 31, 2021. As of October 31, 2021 , unrecognized stock-based compensation expense related to these RSUs was $8.0 million which will be recognized over the remaining derived service period of the respective tranches. 2021 Employee Stock Purchase Plan (“ESPP”) In September 2021, our board of directors and our stockholders approved our 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions and provides a 15% purchase price discount of the fair market value of the Company’s Class A common stock on the enrollment date or purchase date, whichever is lower, as well as up to a 27-month look-back period. We have initially reserved 3,271,090 shares of our Class A common stock for issuance and sale under our 2021 ESPP with automatic increase on February 1 for t he first ten The Company recognized stock-based compensation expense (excluding the expense related to the tender offers - “Note 16. Related Party Transactions” as follows (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 Cost of revenue $ 331 $ 74 $ 722 $ 206 Research and development 2,147 635 4,653 1,902 Sales and marketing 2,562 813 5,688 2,319 General and administrative 3,539 534 6,179 1,251 Total stock-based compensation expense, excluding tender offers $ 8,579 $ 2,056 $ 17,242 $ 5,678 |
Joint Venture and Spin-off
Joint Venture and Spin-off | 9 Months Ended |
Oct. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Joint Venture and Spin-off | 13. Joint Venture and Spin-off In February 2021, the Company along with Sequoia CBC Junyuan (Hubei) Equity Investment Partnership (Limited Partnership) and Suzhou Gaocheng Xinjian Equity Investment Fund Partnership (Limited Partnership) executed an investment agreement (the “Investment Agreement”) to establish GitLab Information Technology (Hubei) Co., LTD (“JiHu”), a legal entity in the People’s Republic of China. This new company offers a dedicated distribution of GitLab’s DevOps platform available as both a self-managed and SaaS offering (GitLab.cn) that will only be available in mainland China, Hong Kong and Macau. The Company contributed an intellectual property license in exchange for a 72.25% equity stake in JiHu and the other two unrelated investors contributed cash in exchange for the remaining equity stake, for a combined interest of $80 million. The term of the Investment Agreement is 50 years unless extended by mutual consent or terminated earlier upon certain specified events. While the Company has disproportionately few voting rights in JiHu pursuant to the Investment Agreement given its 72.25% equity interest, the Company has entered into a license agreement and a technical services agreement with JiHu which when evaluated on a collective basis enables the Company to direct the activities that most significantly affect the economic performance of JiHu. Further, the Company has the obligation to absorb losses and the right to receive benefits of JiHu that could potentially be significant to JiHu. Therefore, the Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, Consolidation . The Company recorded the 27.75% ownership interest of remaining investors as a noncontrolling interest on its condensed consolidated balance sheet. The assets and liabilities and results of operations of JiHu, post inter-company eliminations, were not significant to the Company’s condensed consolidated financial statements, with the exception of cash and cash equivalents of $17.8 million as of October 31, 2021, predominantly comprised of capital contributions from noncontrolling interest holders. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. JiHu is primarily financed through equity and has no financial borrowings. Selected financial information of JiHu, post inter-company eliminations, is as follows (in thousands): Three Months Ended Nine Months Ended October 31, 2021 2021 Revenue $ 265 $ 297 Cost of revenue 243 604 Gross profit (loss) 22 (307) Operating expenses: Sales and marketing 780 1,630 Research and development 499 1,376 General and administrative 621 1,984 Total operating expenses 1,900 4,990 Loss from operations (1,878) (5,297) Other income, net 7 8 Net loss before income taxes (1,871) (5,289) Net loss $ (1,871) $ (5,289) Net loss attributable to noncontrolling interest $ (521) $ (1,443) October 31, 2021 Cash and cash equivalents $ 17,750 Other assets 2,742 Total assets $ 20,492 Total liabilities $ 3,009 In April 2021, the Company spun off Meltano (“Meltano Inc.”), which started as an internal project within GitLab in July 2018, into a separate legal entity. The entity was funded by GitLab's contribution of intellectual property with the fair value of approximately $0.4 million and a preferred stock financing from third parties of $4.2 million, representing 12% ownership on a fully diluted basis. Even after the preferred stock financing, the Company is the largest shareholder with majority voting rights. Meltano Inc. is considered a subsidiary of the Company under the voting interest model and consolidated in accordance with ASC Topic 810, Consolidation . The Company recorded the preferred stock funding and unvested stock options as noncontrolling interest on its condensed consolidated balance sheet. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes Provision for (benefit from) income taxes was $(0.9) million and $0.2 million for the three months ended October 31, 2021 and 2020, respectively, and $1.4 million and $1.2 million for the nine months ended October 31, 2021 and 2020, respectively. The Company has an effective tax rate of 2.1% and (0.9)% for the three months ended October 31, 2021 and 2020, respectively, and (1.3)% and (1.7)% for the nine months ended October 31, 2021 and 2020, respectively. The changes in the three and nine month effective tax rates related primarily to the company’s ability to benefit from year-to-date losses for the U.S. parent and certain subsidiaries. The provisions of ASC 740, Income Taxes , the determination of the Company’s ability to recognize its deferred tax asset requires an assessment of both negative and positive evidence when determining the Company’s ability to recognize its deferred tax assets. For certain subsidiaries, the Company determined that it was not more likely than not that the Company could recognize its deferred tax assets. Evidence evaluated by the Company included operating results during the most recent three-year period and future projections, with more weight given to historical results than expectations of future profitability, which are inherently uncertain. Certain entities’ net losses in recent periods represented sufficient negative evidence to require a valuation allowance against its net deferred tax assets. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets. As of October 31, 2021, the Company recorded $0.3 million of deferred tax assets, net. The Company does not have any deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital. Uncertain Tax Positions The Company files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. The Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other tax authorities. To date, there have been no income tax audits raised in any jurisdiction. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. The Company continues to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. Governments in certain countries where the Company does business have enacted legislation in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act) enacted by the United States on March 27, 2020. The Company is continuing to analyze these legislative developments which are not material for the period ended October 31, 2021. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Oct. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 15. Net Loss per Share The following table sets forth basic and diluted loss per share for each of the periods presented (in thousands, except per share data): Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 Numerator: Net loss attributable to GitLab $ (41,227) $ (28,608) $ (109,353) $ (72,156) Denominator: Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted 67,018 50,306 57,789 49,806 Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted $ (0.62) $ (0.57) $ (1.89) $ (1.45) Since we were in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): October 31, 2021 January 31, 2021 Shares subject to outstanding common stock options 19,722 16,043 Unvested early exercised stock options 908 1,510 Convertible preferred stock (on an if-converted basis) — 79,551 RSUs 3,000 — Warrants 73 73 Total 23,703 97,177 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions In December 2020, the Company’s board of directors facilitated a tender offer which allowed the Company’s current and former team members and founders to sell ordinary shares and vested options to a set of existing investors. In connection with the above tender offer, d uring the nine months ended October 31, 2021, the Company repurchased 13,000 shares of Class B common stock from certain team members (ineligible to participate in the original fiscal 2021 tender offer) of vested stock options for an aggregate amount of $0.6 million. The excess of the transaction price over the fair value of the instruments repurchased has been recognized as additional stock-based compensation expense of $0.3 million. Shares repurchased have been retired and deducted from common stock for par value and from additional paid in capital for the excess over par value. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Hosting Infrastructure Commitments In September 2020, the Company entered into non-cancelable capacity commitments with a hosting infrastructure vendor for a total minimum service commitment of $97.0 million over a five year period. We expect to meet this minimum commitment by the end of fiscal year 2024. Future hosting infrastructure minimum commitments are as follows as of October 31, 2021 (in thousands): Total Less than 1 Year 1-3 Years Purchase commitments $ 78,635 $ 27,345 $ 51,290 Loss Contingencies In accordance with ASC 450, Loss Contingencies, the Company accrues for contingencies when losses become probable and reasonably estimable. If applicable, the Company accrues receivables for probable insurance or other third-party recoveries. Accordingly, the Company has recorded an estimated liability related to certain labor matters regarding its use o f contractors in certain foreign countries. As of October 31, 2021 and January 31, 2021, the estimated liability relating to these matters was $2.6 million and $2.3 million, respectively. Warranties and Indemnifications The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the condensed consolidated financial statements. In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. Legal Proceedings We are, and from time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On November 18, 2021, the Company received a request for the exercise of all of its warrants outstanding. Pursuant to these exercises, the Company issued 72,772 shares of Class B common stock against the $0.1 million cash proceeds received. On November 16, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with a technology company based in San Francisco, California (the “Target”). Under the Merger Agreement, a wholly-owned subsidiary of the Company merged with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Company. The consideration payable under the Merger Agreement consists of approximately $3.0 million in cash and 26,590 shares of Company Class B Common Stock paid at the closing, and contingent payments of up to $14.5 million, comprised of $12.0 million in cash and 26,590 shares of Company Class B Common Stock to be paid post-closing. These contingent payments are based upon the satisfaction of certain defined operational milestones. The transaction closed on December 3, 2021. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. |
Fiscal Year | Fiscal Year The Company's fiscal year ends on January 31. For example, references to fiscal 2022 and 2021 refer to the fiscal year ended January 31, 2022 and January 31, 2021, respectively. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, fair valuation of stock-based compensation, the period of benefit for deferred commissions and valuation allowance for deferred income taxes. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries as well as a variable interest entity for which our Company is the primary beneficiary, and the ownership interest of other investors is recorded as noncontrolling interest. The results of the variable interest entity are recorded on a one-month lag basis and the activity during the intervening one-month lag is not material. All intercompany accounts and transactions have been eliminated in consolidation. |
Short-Term Investments | Short-Term Investments The Company classifies certificates of deposits with banks with an original maturity of six months at the date of purchase as short-term investments and such investments are carried at amortized cost, which approximates their fair value. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards As an “emerging growth company,” the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act, except for Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers and Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718) . The adoption dates discussed below reflect this election. In March 2016, the Financial Accounting Standards Board (“the FASB”) issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The Company has elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The impact of the adoption of ASU 2016-09 was not material to the condensed consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”), which expands the scope of Topic 718 to include share-based payments issued to non-employees for goods or services. The new standard supersedes ASC Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees . The Company has early adopted ASU 2018-07 as of February 1, 2019. The impact of adoption of ASU 2018-07 was not material to the condensed consolidated financial statements. In August 2018, the FASB issued ASU 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 (“ASU 2018-15”), which requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40, Intangibles-Goodwill and Other , to determine which implementation costs to capitalize as assets or expense as incurred. The Company has prospectively adopted ASU 2018-15 as of February 1, 2021 with no material impact. Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”). Topic 842 supersedes the lease requirements in ASC Topic 840, Leases. Under Topic 842, lessees are required to recognize assets and liabilities on the condensed consolidated balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. For public companies, Topic 842 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has elected to use the extended transition period that allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under the JOBS Act. For as long as the Company remains an “emerging growth company,” the new guidance is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The adoption of ASU 2016-02 will not have a material effect on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Since t he Company follows private company’s adoption timelines, t his new guidance is effective for the Company for its fiscal year beginning February 1, 2023. The Company is currently evaluating the effect of the adoption of ASU 2016-13 on its condensed consolidated financial statements. The effect will largely depend on the composition and credit quality of the Company's portfolio of financial assets and the economic conditions at the time of adoption. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) : Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes in order to reduce cost and complexity of its application. This new guidance is effective for the Company for its fiscal year beginning February 1, 2022 and interim periods within its fiscal year beginning February 1, 2023. Early |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages): Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 Subscription—self-managed and SaaS $ 59,774 89 % $ 36,665 87 % $ 156,542 90 % $ 92,254 87 % Subscription—self-managed 47,215 70 32,023 76 124,742 72 81,414 77 SaaS 12,559 19 4,642 11 31,800 18 10,840 10 License—self-managed and other $ 7,026 11 % $ 5,487 13 % $ 18,315 10 % $ 13,775 13 % License—self-managed 5,314 8 3,778 9 13,757 8 10,322 10 Professional services and other 1,712 3 1,709 4 4,558 2 3,453 3 Total revenue $ 66,800 100 % $ 42,152 100 % $ 174,857 100 % $ 106,029 100 % |
Revenue from External Customers by Geographic Areas | The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 United States $ 56,706 $ 34,964 $ 147,226 $ 87,937 Europe 9,165 6,186 24,631 15,427 Asia Pacific 929 1,002 3,000 2,665 Total revenue $ 66,800 $ 42,152 $ 174,857 $ 106,029 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): October 31, 2021 January 31, 2021 Prepaid software subscriptions $ 4,042 $ 2,185 Prepaid expenses for Company functions 728 673 Prepaid advertising costs 811 784 Prepaid payroll deposits 695 1,125 Prepaid taxes 2,098 785 Other prepaid expenses 1,405 1,240 Other current assets 970 500 Total prepaid expense and other current assets $ 10,749 $ 7,292 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): October 31, 2021 January 31, 2021 Accrued expenses $ 6,856 $ 4,010 Income taxes payable 417 206 Indirect taxes payable 1,484 1,907 Other current liabilities 815 1,225 Total accrued expenses and other current liabilities $ 9,572 $ 7,348 Accrued compensation and benefits consisted of the following (in thousands): October 31, 2021 January 31, 2021 Accrued commissions $ 5,725 $ 6,564 Accrued team member related payables, excluding commissions 11,255 6,615 Total accrued compensation and benefits $ 16,980 $ 13,179 |
Accrued Compensation and Bene_2
Accrued Compensation and Benefits (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): October 31, 2021 January 31, 2021 Accrued expenses $ 6,856 $ 4,010 Income taxes payable 417 206 Indirect taxes payable 1,484 1,907 Other current liabilities 815 1,225 Total accrued expenses and other current liabilities $ 9,572 $ 7,348 Accrued compensation and benefits consisted of the following (in thousands): October 31, 2021 January 31, 2021 Accrued commissions $ 5,725 $ 6,564 Accrued team member related payables, excluding commissions 11,255 6,615 Total accrued compensation and benefits $ 16,980 $ 13,179 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Reserved For Future Issuance | The Company had shares of common stock reserved for future issuance, on an as-converted basis, as follows (in thousands): October 31, 2021 January 31, 2021 Class A and Class B common stock Convertible preferred stock — 79,551 Options issued and outstanding 19,722 16,043 Shares available for issuance under Equity Incentive Plans 18,200 4,796 RSUs issued and outstanding 3,000 — Shares reserved for issuance to charitable organizations 1,636 — 2021 ESPP 3,271 — Warrants issued and outstanding (1) 73 73 Total 45,902 100,463 ______________ (1) Concurrent with the Loan and Security Agreement discussed in “Note 8. Debt Financing”, the Company has issued warrants to the financial institution for shares of the Company’s Class B common stock at an effective strike price of $1.18 per share. The warrants have been issued in two tranches that expire in Fiscal 2027 and Fiscal 2029, respectively. The warrants can be converted into common stock at any time before expiry. The warrants have been classified in equity with negligible carrying value. |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Equity [Abstract] | |
Temporary Equity | The following table summarize s the convertible preferred stock outstanding immediately prior to the conversion into common stock upon the closing of the IPO (in thousa nds): Convertible Preferred Stock Shares Authorized Shares Issued and Outstanding Net Carrying Value Series safe A1 539 539 100 Series safe A2 5,111 4,911 1,105 Series safe A3 1,600 1,600 450 Series A 12,393 12,393 3,954 Series B 21,109 20,901 19,743 Series C 12,282 12,282 21,935 Series D 12,512 12,512 109,440 Series E 14,413 14,413 268,177 Total 79,959 79,551 424,904 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The awards available for grant under the above Plans for the pe riods presented were as follows (in thousands): October 31, 2021 January 31, 2021 Available at beginning of period 4,796 1,540 Awards authorized 22,532 5,788 Options granted (7,919) (4,622) RSUs granted (3,000) — Options cancelled and forfeited 1,701 1,970 Options repurchased 90 120 Available at end of period 18,200 4,796 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes options activity under the 2015 Plan, and related information: Number of Stock Options Outstanding (in thousands) Weighted Average Exercise Price Weighted Average Remaining Years Aggregate Intrinsic value (in millions) Balances at January 31, 2021 16,043 $ 6.33 8.39 $ 166.6 Options granted 7,919 $ 18.68 8.92 Options exercised (2,539) $ 5.93 5.65 Options cancelled (77) $ 5.64 — Options forfeited (1,624) $ 10.04 — Balances at October 31, 2021 19,722 $ 11.04 8.17 $ 1,995.1 Exercisable at October 31, 2021 19,722 Options vested at October 31, 2021 6,266 $ 4.61 6.60 $ 674.1 Options expected to vest at October 31, 2021 13,456 $ 14.03 8.89 $ 1,321.0 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each stock option grant was estimated on the date of grant, using a Black-Scholes option-pricing model, with the following weighted-average assumptions: Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 Risk-free interest rate 0.89 % 0.38 % 1.10 % 0.51 % Weighted-average volatility 43.80 % 32.20 % 43.50 % 31.60 % Weighted-average expected term (in years) 6.10 6.00 6.10 6.00 Dividend yield — % — % — % — % |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The Company recognized stock-based compensation expense (excluding the expense related to the tender offers - “Note 16. Related Party Transactions” as follows (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 Cost of revenue $ 331 $ 74 $ 722 $ 206 Research and development 2,147 635 4,653 1,902 Sales and marketing 2,562 813 5,688 2,319 General and administrative 3,539 534 6,179 1,251 Total stock-based compensation expense, excluding tender offers $ 8,579 $ 2,056 $ 17,242 $ 5,678 |
Joint Venture and Spin-off (Tab
Joint Venture and Spin-off (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of Variable Interest Entities | Selected financial information of JiHu, post inter-company eliminations, is as follows (in thousands): Three Months Ended Nine Months Ended October 31, 2021 2021 Revenue $ 265 $ 297 Cost of revenue 243 604 Gross profit (loss) 22 (307) Operating expenses: Sales and marketing 780 1,630 Research and development 499 1,376 General and administrative 621 1,984 Total operating expenses 1,900 4,990 Loss from operations (1,878) (5,297) Other income, net 7 8 Net loss before income taxes (1,871) (5,289) Net loss $ (1,871) $ (5,289) Net loss attributable to noncontrolling interest $ (521) $ (1,443) October 31, 2021 Cash and cash equivalents $ 17,750 Other assets 2,742 Total assets $ 20,492 Total liabilities $ 3,009 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth basic and diluted loss per share for each of the periods presented (in thousands, except per share data): Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 Numerator: Net loss attributable to GitLab $ (41,227) $ (28,608) $ (109,353) $ (72,156) Denominator: Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted 67,018 50,306 57,789 49,806 Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted $ (0.62) $ (0.57) $ (1.89) $ (1.45) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): October 31, 2021 January 31, 2021 Shares subject to outstanding common stock options 19,722 16,043 Unvested early exercised stock options 908 1,510 Convertible preferred stock (on an if-converted basis) — 79,551 RSUs 3,000 — Warrants 73 73 Total 23,703 97,177 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | Future hosting infrastructure minimum commitments are as follows as of October 31, 2021 (in thousands): Total Less than 1 Year 1-3 Years Purchase commitments $ 78,635 $ 27,345 $ 51,290 |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Thousands | Oct. 18, 2021USD ($)$ / sharesshares | Jan. 31, 2019 | Oct. 31, 2021USD ($)shares | Oct. 31, 2021USD ($)shares | Oct. 31, 2020USD ($)shares | Oct. 17, 2021USD ($)shares | Jul. 31, 2021shares | Jan. 31, 2021shares | Jul. 31, 2020shares | Jan. 31, 2020shares |
Class of Stock [Line Items] | ||||||||||
Stock split conversion ratio | 4 | |||||||||
Proceeds from initial public offering, net of underwriting discounts | $ 654,552 | $ 0 | ||||||||
Deferred offering cost capitalized | $ 3,400 | 4,700 | ||||||||
Deferred offering costs | $ 4,700 | |||||||||
Payments of deferred offering costs | $ 3,398 | $ 0 | ||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 79,600,000 | 0 | 0 | 79,959,000 | 79,551,000 | 79,551,000 | 79,551,000 | 79,959,000 | 79,959,000 | |
Common Class A | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | shares | 8,940,000 | |||||||||
Share price (in USD per share) | $ / shares | $ 77 | |||||||||
Proceeds from initial public offering, net of underwriting discounts | $ 654,600 | |||||||||
Payments of deferred offering costs | $ 33,800 | |||||||||
Common Class A | IPO, Shares From Existing Stockholder | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | shares | 2,500,000 | |||||||||
Proceeds from initial public offering, net of underwriting discounts | $ 0 | |||||||||
Common Class A | Over-Allotment Option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in shares) | shares | 520,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jul. 31, 2021 | Jan. 31, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Short-term investments | $ 100,031 | $ 0 | |
Cash and cash equivalents | $ (824,714) | $ (282,850) | |
Revision of Prior Period, Error Correction, Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Short-term investments | $ 50,000 | ||
Cash and cash equivalents | $ 50,000 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue by Product and Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 66,800 | $ 42,152 | $ 174,857 | $ 106,029 |
Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Subscription—self-managed and SaaS | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 59,774 | $ 36,665 | $ 156,542 | $ 92,254 |
Subscription—self-managed and SaaS | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 89.00% | 87.00% | 90.00% | 87.00% |
Subscription—self-managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 47,215 | $ 32,023 | $ 124,742 | $ 81,414 |
Subscription—self-managed | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 70.00% | 76.00% | 72.00% | 77.00% |
SaaS | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 12,559 | $ 4,642 | $ 31,800 | $ 10,840 |
SaaS | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 19.00% | 11.00% | 18.00% | 10.00% |
License—self-managed and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 7,026 | $ 5,487 | $ 18,315 | $ 13,775 |
License—self-managed and other | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 11.00% | 13.00% | 10.00% | 13.00% |
License—self-managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 5,314 | $ 3,778 | $ 13,757 | $ 10,322 |
License—self-managed | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 8.00% | 9.00% | 8.00% | 10.00% |
Professional services and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,712 | $ 1,709 | $ 4,558 | $ 3,453 |
Professional services and other | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 3.00% | 4.00% | 2.00% | 3.00% |
Revenues - Disaggregation of _2
Revenues - Disaggregation of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 66,800 | $ 42,152 | $ 174,857 | $ 106,029 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 56,706 | 34,964 | 147,226 | 87,937 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 9,165 | 6,186 | 24,631 | 15,427 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 929 | $ 1,002 | $ 3,000 | $ 2,665 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Deferred revenue recognized | $ 45 | $ 28 | $ 78.4 | $ 53.8 | |
Remaining performance obligation | $ 242.5 | $ 242.5 | $ 159.9 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-11-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Remaining performance obligation, percentage | 69.00% | 69.00% | |||
Period of expected satisfaction (in months) | 12 months | 12 months | |||
Accounts Receivable | Credit Concentration Risk | Two Distribution Channels | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 10.00% | ||||
United States | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 85.00% | 83.00% | 84.00% | 83.00% |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software subscriptions | $ 4,042 | $ 2,185 |
Prepaid expenses for Company functions | 728 | 673 |
Prepaid advertising costs | 811 | 784 |
Prepaid payroll deposits | 695 | 1,125 |
Prepaid taxes | 2,098 | 785 |
Other prepaid expenses | 1,405 | 1,240 |
Other current assets | 970 | 500 |
Total prepaid expense and other current assets | $ 10,749 | $ 7,292 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 65,000 | $ 37,600 |
Money market accounts | 759,700 | 245,300 |
Short-term investments | $ 100,031 | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 6,856 | $ 4,010 |
Income taxes payable | 417 | 206 |
Indirect taxes payable | 1,484 | 1,907 |
Other current liabilities | 815 | 1,225 |
Total accrued expenses and other current liabilities | $ 9,572 | $ 7,348 |
Accrued Compensation and Bene_3
Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued commissions | $ 5,725 | $ 6,564 |
Accrued team member related payables, excluding commissions | 11,255 | 6,615 |
Total accrued compensation and benefits | $ 16,980 | $ 13,179 |
Debt Financing (Details)
Debt Financing (Details) $ in Millions | Apr. 02, 2019USD ($) |
Loan and Security Agreement | Line of Credit | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity | $ 15 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 18, 2021USD ($)$ / sharesshares | Oct. 31, 2021USD ($)vote$ / sharesshares | Oct. 31, 2020USD ($) | Oct. 17, 2021USD ($) | Jan. 31, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 0 | ||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0000025 | $ 0.0000025 | $ 0.0000025 | ||
Proceeds from initial public offering, net of underwriting discounts | $ | $ 654,552 | $ 0 | |||
Payments of deferred offering costs | $ | $ 3,398 | $ 0 | |||
Deferred offering costs | $ | $ 4,700 | ||||
Shares subject to repurchase obligation (in shares) | shares | 908,136 | 1,197,150 | |||
Deferred compensation liability, noncurrent | $ | $ 8,300 | $ 8,100 | |||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | shares | 1,500,000,000 | 1,500,000,000 | 163,000,000 | ||
Common stock, par value (in USD per share) | $ / shares | $ 0.0000025 | $ 0.0000025 | $ 0.0000025 | ||
Voting rights, vote per share | vote | 1 | ||||
Common Class A | IPO | |||||
Class of Stock [Line Items] | |||||
Shares sold (in shares) | shares | 8,940,000 | ||||
Share price (in USD per share) | $ / shares | $ 77 | ||||
Proceeds from initial public offering, net of underwriting discounts | $ | $ 654,600 | ||||
Payments of deferred offering costs | $ | $ 33,800 | ||||
Common Class A | IPO, Shares From Existing Stockholder | |||||
Class of Stock [Line Items] | |||||
Shares sold (in shares) | shares | 2,500,000 | ||||
Proceeds from initial public offering, net of underwriting discounts | $ | $ 0 | ||||
Common Class A | Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Shares sold (in shares) | shares | 520,000 | ||||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | shares | 250,000,000 | 250,000,000 | 163,000,000 | ||
Common stock, par value (in USD per share) | $ / shares | $ 0.0000025 | $ 0.0000025 | $ 0.0000025 | ||
Voting rights, vote per share | vote | 10 |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stock Reserved For Future Issuance (Details) - $ / shares | Oct. 31, 2021 | Oct. 18, 2021 | Oct. 17, 2021 | Jul. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Jan. 31, 2020 |
Class of Stock [Line Items] | ||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 79,600,000 | 79,551,000 | 79,551,000 | 79,551,000 | 79,959,000 | 79,959,000 | 79,959,000 |
Options issued and outstanding (in shares) | 19,722,000 | 16,043,000 | ||||||
Shares available for issuance under Equity Incentive Plans (in shares) | 18,200,000 | 4,796,000 | 1,540,000 | |||||
Shares reserved for issuance to charitable organizations (in shares) | 1,636,000 | |||||||
Warrants issued and outstanding (in shares) | 73,000 | 73,000 | ||||||
Common stock reserved for future issuance (in shares) | 45,902,000 | 100,463,000 | ||||||
Warrant exercise price (in USD per share) | $ 1.18 | |||||||
RSUs | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation awards other than options (in shares) | 3,000,000 | |||||||
2021 ESPP | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation awards other than options (in shares) | 3,271,000 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Oct. 18, 2021 | Oct. 17, 2021 | Jul. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Jan. 31, 2020 |
Conversion of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 0 | 79,959,000 | 79,959,000 | |||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 79,600,000 | 79,551,000 | 79,551,000 | 79,551,000 | 79,959,000 | 79,959,000 | 79,959,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 79,551,000 | 79,551,000 | |||||
Carrying value | $ 0 | $ 424,904 | $ 424,904 | $ 424,904 | $ 425,146 | $ 425,146 | $ 425,146 | |
Series safe A1 | ||||||||
Conversion of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 539,000 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 539,000 | |||||||
Convertible preferred stock, shares issued (in shares) | 539,000 | |||||||
Carrying value | $ 100 | |||||||
Series safe A2 | ||||||||
Conversion of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 5,111,000 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 4,911,000 | |||||||
Convertible preferred stock, shares issued (in shares) | 4,911,000 | |||||||
Carrying value | $ 1,105 | |||||||
Series safe A3 | ||||||||
Conversion of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 1,600,000 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 1,600,000 | |||||||
Convertible preferred stock, shares issued (in shares) | 1,600,000 | |||||||
Carrying value | $ 450 | |||||||
Series A | ||||||||
Conversion of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 12,393,000 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 12,393,000 | |||||||
Convertible preferred stock, shares issued (in shares) | 12,393,000 | |||||||
Carrying value | $ 3,954 | |||||||
Series B | ||||||||
Conversion of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 21,109,000 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 20,901,000 | |||||||
Convertible preferred stock, shares issued (in shares) | 20,901,000 | |||||||
Carrying value | $ 19,743 | |||||||
Series C | ||||||||
Conversion of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 12,282,000 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 12,282,000 | |||||||
Convertible preferred stock, shares issued (in shares) | 12,282,000 | |||||||
Carrying value | $ 21,935 | |||||||
Series D | ||||||||
Conversion of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 12,512,000 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 12,512,000 | |||||||
Convertible preferred stock, shares issued (in shares) | 12,512,000 | |||||||
Carrying value | $ 109,440 | |||||||
Series E | ||||||||
Conversion of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized (in shares) | 14,413,000 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 14,413,000 | |||||||
Convertible preferred stock, shares issued (in shares) | 14,413,000 | |||||||
Carrying value | $ 268,177 |
Team Member Benefit Plans (Deta
Team Member Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Retirement Benefits [Abstract] | ||||
Defined contribution plan, contribution amount | $ 0.5 | $ 0.3 | $ 2 | $ 1.4 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021targetshares | May 31, 2021USD ($)$ / sharesshares | Oct. 31, 2021USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / shares | Oct. 31, 2021USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / shares | Jan. 31, 2021USD ($)shares | Jan. 31, 2020shares | Jan. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | shares | 45,902,000 | 45,902,000 | 100,463,000 | ||||||
Aggregate intrinsic value, options vested | $ | $ 3,100,000 | $ 2,300,000 | $ 7,500,000 | $ 5,300,000 | |||||
Intrinsic value of options exercised | $ | $ 108,600,000 | $ 1,700,000 | $ 269,900,000 | $ 4,600,000 | |||||
Options granted (in USD per share) | $ / shares | $ 12.74 | $ 3.13 | $ 10.81 | $ 3.05 | |||||
Compensation expense not yet recognized | $ | $ 88,900,000 | $ 88,900,000 | $ 26,800,000 | ||||||
Options granted (in shares) | shares | 7,919,000 | 4,622,000 | |||||||
Stock-based compensation | $ | $ 8,579,000 | $ 2,056,000 | $ 17,242,000 | $ 5,678,000 | |||||
2021 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted (in shares) | shares | 0 | 0 | |||||||
2021 Equity Incentive Plan | Common Class A | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | shares | 13,032,289 | ||||||||
2021 ESPP | 2021 Employee Stock Purchase Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Discount rate | 15.00% | ||||||||
Look-back period (in months) | 27 months | ||||||||
2021 ESPP | 2021 Employee Stock Purchase Plan | Common Class A | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | shares | 3,271,090 | ||||||||
Automatic annual increase period (in years) | 10 years | ||||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Period for recognition (in years) | 1 year 6 months | 1 year 3 months 18 days | |||||||
Risk-free interest rate | 0.89% | 0.38% | 1.10% | 0.51% | |||||
Stock options | 2015 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period (in years) | 10 years | ||||||||
Stock options | 2015 Equity Incentive Plan | Period one | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting percentage | 25.00% | ||||||||
Award vesting period (in years) | 1 year | ||||||||
Stock options | 2015 Equity Incentive Plan | Period two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period (in years) | 36 months | ||||||||
RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants in period (in shares) | shares | 3,000,000 | 0 | |||||||
RSUs | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Grants in period (in shares) | shares | 3,000,000 | ||||||||
Grant date fair value | $ | $ 8,800,000 | ||||||||
Number of threshold stock price targets | target | 8 | ||||||||
Stock-based compensation | $ | $ 800,000 | ||||||||
Compensation expense not yet recognized | $ | $ 8,800,000 | $ 8,000,000 | $ 8,000,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 45.00% | ||||||||
Risk-free interest rate | 1.52% | ||||||||
RSUs | Chief Executive Officer | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Period for recognition (in years) | 2 years 9 months 29 days | ||||||||
Threshold stock price target (in USD per share) | $ / shares | $ 95 | ||||||||
RSUs | Chief Executive Officer | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Period for recognition (in years) | 7 years 6 months | ||||||||
Threshold stock price target (in USD per share) | $ / shares | $ 500 |
Stock-Based Compensation - Awar
Stock-Based Compensation - Awards Available for Grant (Details) - shares | 9 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jan. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant [Roll Forward] | ||
Balance, beginning of period (in shares) | 4,796,000 | |
Awards authorized (in shares) | 22,532,000 | 5,788,000 |
Options granted (in shares) | (7,919,000) | (4,622,000) |
Options cancelled and forfeited (in shares) | 1,701,000 | 1,970,000 |
Options repurchased (in shares) | 90,000 | 120,000 |
Balance, end of period (in shares) | 18,200,000 | 1,540,000 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant [Roll Forward] | ||
Grants in period (in shares) | (3,000,000) | 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | |
Number of Stock Options Outstanding (in thousands) | |||
Balance, beginning of period (in shares) | 16,043,000 | ||
Options granted (in shares) | 7,919,000 | 4,622,000 | |
Options exercised (in shares) | (2,539,000) | ||
Options cancelled (in shares) | (77,000) | ||
Options forfeited (in shares) | (1,624,000) | ||
Balance, end of period (in shares) | 19,722,000 | 16,043,000 | |
Exercisable (in shares) | 19,722,000 | ||
Options vested (in shares) | 6,266,000 | ||
Options expected to vest (in shares) | 13,456,000 | ||
Weighted Average Exercise Price | |||
Balance, beginning of period (in USD per share) | $ 6.33 | ||
Options granted (in USD per share) | 18.68 | ||
Options exercised (in USD per share) | 5.93 | ||
Options cancelled (in USD per share) | 5.64 | ||
Options forfeited (in USD per share) | 10.04 | ||
Balance, end of period (in USD per share) | 11.04 | $ 6.33 | |
Weighted average exercise price, vested (in USD per share) | 4.61 | ||
Weighted average exercise price, expected to vest (in USD per share) | $ 14.03 | ||
Weighted average remaining contractual term, balance (in years) | 8 years 2 months 1 day | 8 years 4 months 20 days | |
Weighted average remaining contractual term, options granted (in years) | 8 years 11 months 1 day | ||
Weighted average remaining contractual term, options exercised (in years) | 5 years 7 months 24 days | ||
Weighted average remaining contractual term, options vested (in years) | 6 years 7 months 6 days | ||
Weighted average remaining contractual term, expected to vest (in years) | 8 years 10 months 20 days | ||
Aggregate intrinsic value, balance, beginning of period | $ 166.6 | ||
Aggregate intrinsic value, balance, end of period | 1,995.1 | $ 166.6 | |
Aggregate intrinsic value, options vested | 674.1 | ||
Aggregate intrinsic value, options expected to vest | $ 1,321 |
Stock-Based Compensation - Dete
Stock-Based Compensation - Determining Fair Value of Stock Options (Details) - Stock options | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 0.89% | 0.38% | 1.10% | 0.51% |
Weighted-average volatility | 43.80% | 32.20% | 43.50% | 31.60% |
Weighted-average expected term (in years) | 6 years 1 month 6 days | 6 years | 6 years 1 month 6 days | 6 years |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense, excluding tender offers | $ 8,579 | $ 2,056 | $ 17,242 | $ 5,678 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense, excluding tender offers | 331 | 74 | 722 | 206 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense, excluding tender offers | 2,147 | 635 | 4,653 | 1,902 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense, excluding tender offers | 2,562 | 813 | 5,688 | 2,319 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense, excluding tender offers | $ 3,539 | $ 534 | $ 6,179 | $ 1,251 |
Joint Venture and Spin-off - Na
Joint Venture and Spin-off - Narrative (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Apr. 30, 2021USD ($) | Feb. 28, 2021USD ($)investor | Oct. 31, 2021USD ($) | Oct. 31, 2020USD ($) | Jan. 31, 2021USD ($) | Jul. 31, 2018USD ($) | |
Noncontrolling Interest [Line Items] | ||||||
Number of investors | investor | 2 | |||||
Investment duration (in years) | 50 years | |||||
Cash and cash equivalents | $ 824,714 | $ 282,850 | ||||
Intangible assets, net | 515 | $ 797 | ||||
Contributions received from noncontrolling interests | $ 4,200 | 26,450 | $ 0 | |||
JiHu | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ownership percentage | 72.25% | |||||
Ownership percentage by noncontrolling owners | 27.75% | |||||
Meltano Inc. | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 12.00% | |||||
Subsidiaries | Meltano Inc. | ||||||
Noncontrolling Interest [Line Items] | ||||||
Intangible assets, net | $ 400 | |||||
Variable Interest Entity, Primary Beneficiary | ||||||
Noncontrolling Interest [Line Items] | ||||||
Net assets | $ 80,000 | |||||
Cash and cash equivalents | $ 17,750 |
Joint Venture and Spin-off - Sc
Joint Venture and Spin-off - Schedule of Inter-Company Eliminations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||||
Revenue | $ 66,800 | $ 42,152 | $ 174,857 | $ 106,029 | |
Cost of revenue | 7,195 | 4,637 | 20,812 | 12,238 | |
Gross profit | 59,605 | 37,515 | 154,045 | 93,791 | |
Sales and marketing | 50,543 | 34,837 | 133,562 | 99,164 | |
Research and development | 24,664 | 19,042 | 68,607 | 57,942 | |
General and administrative | 16,939 | 8,090 | 40,276 | 22,113 | |
Total operating expenses | 92,146 | 61,969 | 242,445 | 179,219 | |
Loss from operations | (32,541) | (24,454) | (88,400) | (85,428) | |
Other income, net | (10,209) | (4,005) | (21,252) | 13,447 | |
Net loss | (41,748) | (28,608) | (110,796) | (72,156) | |
Net loss attributable to noncontrolling interest | (521) | $ 0 | (1,443) | $ 0 | |
Cash and cash equivalents | 824,714 | 824,714 | $ 282,850 | ||
Total assets | 1,028,808 | 1,028,808 | 362,566 | ||
Total liabilities | 219,401 | 219,401 | $ 168,884 | ||
Variable Interest Entity, Primary Beneficiary | |||||
Noncontrolling Interest [Line Items] | |||||
Revenue | 265 | 297 | |||
Cost of revenue | 243 | 604 | |||
Gross profit | 22 | (307) | |||
Sales and marketing | 780 | 1,630 | |||
Research and development | 499 | 1,376 | |||
General and administrative | 621 | 1,984 | |||
Total operating expenses | 1,900 | 4,990 | |||
Loss from operations | (1,878) | (5,297) | |||
Other income, net | 7 | 8 | |||
Net loss before income taxes | (1,871) | (5,289) | |||
Net loss | (1,871) | (5,289) | |||
Cash and cash equivalents | 17,750 | 17,750 | |||
Other assets | 2,742 | 2,742 | |||
Total assets | 20,492 | 20,492 | |||
Total liabilities | $ 3,009 | $ 3,009 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ (875) | $ 246 | $ 1,370 | $ 1,182 |
Effective income tax rate | 2.10% | (0.90%) | (1.30%) | (1.70%) |
Deferred tax assets, net | $ 300 | $ 300 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Earning Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to GitLab, Basic | $ (41,227) | $ (28,608) | $ (109,353) | $ (72,156) |
Net loss attributable to GitLab, Diluted | $ (41,227) | $ (28,608) | $ (109,353) | $ (72,156) |
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic | 67,018,000 | 50,306,000 | 57,789,000 | 49,806,000 |
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, diluted | 67,018,000 | 50,306,000 | 57,789,000 | 49,806,000 |
Net loss per share attributable to GitLab Class A and Class B common stockholders, basic | $ (0.62) | $ (0.57) | $ (1.89) | $ (1.45) |
Net loss per share attributable to GitLab Class A and Class B common stockholders, diluted | $ (0.62) | $ (0.57) | $ (1.89) | $ (1.45) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jan. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 23,703 | 97,177 |
Shares subject to outstanding common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 19,722 | 16,043 |
Unvested early exercised stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 908 | 1,510 |
Convertible preferred stock (on an if-converted basis) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 0 | 79,551 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 3,000 | 0 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 73 | 73 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2021USD ($)shares | |
Related Party Transaction [Line Items] | |
Stock repurchased | $ 590 |
Affiliated Entity | |
Related Party Transaction [Line Items] | |
Share repurchase, incremental cost | $ 300 |
Common Class B | Affiliated Entity | |
Related Party Transaction [Line Items] | |
Shares repurchased (in shares) | shares | 13,000 |
Stock repurchased | $ 600 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Sep. 30, 2020 | Oct. 31, 2021 | Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Minimum service commitment | $ 97 | ||
Service commitment period (in years) | 5 years | ||
Estimate of possible loss | $ 2.6 | $ 2.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Hosting Infrastructure Commitments (Details) $ in Thousands | Oct. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Total | $ 78,635 |
Less than 1 Year | 27,345 |
1-3 Years | $ 51,290 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Dec. 02, 2021 | Nov. 18, 2021 | Oct. 31, 2021 | Jan. 31, 2020 | Nov. 16, 2021 |
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 7,919,000 | 4,622,000 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Proceeds from exercise of warrants | $ 0.1 | ||||
Contingent payment, in cash | $ 12 | ||||
Subsequent Event | Common Class B | |||||
Subsequent Event [Line Items] | |||||
Conversion of warrants to Class B common stock (in shares) | 72,772 | ||||
Contingent payment, in shares | 26,590 | ||||
Subsequent Event | Technology Company Based In San Francisco, California | |||||
Subsequent Event [Line Items] | |||||
Consideration transferred, in cash | $ 3 | ||||
Contingent payment | $ 14.5 | ||||
Subsequent Event | Technology Company Based In San Francisco, California | Common Class B | |||||
Subsequent Event [Line Items] | |||||
Consideration transferred, in shares | 26,590 |