August 22, 2018
Shay Banon
Chief Executive Officer
Elastic N.V.
800 West El Camino Real, Suite 350
Mountain View, CA 94040
Re: Elastic N.V.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 8, 2018
CIK: 0001707753
Dear Mr. Banon:
We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1. Your response to prior comment 2 and your revised disclosure indicates
that your product
downloads include both free and paid features. Please clarify your
disclosure here and
elsewhere in your filing to state that the downloads include both your
free and paid
products.
Shay Banon
FirstName LastNameShay Banon
Elastic N.V.
Comapany NameElastic N.V.
August 22, 2018
August 22, 2018 Page 2
Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 66
2. We note from your response to prior comment 9 that you do not have
visibility into
whether your downloaded products are being actively used or how much
of your
downloaded software is being actively used in conjunction with a paid
subscription.
Please disclose these facts in the prospectus. In addition, consider
expanding your
disclosure to explain how management uses the total downloads metric
and why this
metric is useful to your investors.
Key Factors Affecting Our Performance, page 68
3. We note your response to prior comment 11 related to your Net
Expansion Rate metric.
Please expand your disclosure to more clearly describe this metric and
how management
uses the metric, including language similar to that provided in your
response.
Results of Operations, page 73
4. In your analysis of results of operations, you disclose that your
increase in subscription
revenue was attributable to the addition of new customers and an
increase in sales of
additional subscriptions to existing customers. Where a material
change in a line item is
attributed to two or more factors, including any offsetting factors,
the contribution of each
identified factor should be described in quantified terms, if
reasonably practicable. Please
revise your disclosure as applicable. Refer to Item 303(a)(3)(ii) of
Regulation S-K and
Section III.D of SEC Release No. 33-6835.
Non-GAAP Financial Measures
Free Cash Flow and Free Cash Flow Margin, page 78
5. We note from your response to prior comment 15 that if free cash flow
is negative, you
may need to access cash reserves or other sources of capital to invest
in strategic
initiatives. In light of your negative free cash flow for fiscal years
2017 and 2018, revise
your disclosure to clarify why you believe your Non-GAAP free cash
flow measures
provide useful information to investors, using language which is
similar to that provided
in your response.
Business
Customers, page 104
6. Please disclose the time periods covered by the case studies.
Shay Banon
Elastic N.V.
August 22, 2018
Page 3
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
7. We note your response to comment 18, however, it is still not clear how
you have
determined that your presentation complies with Rule 5-03(b)1 and (b)2
of Regulation S-
X. Please tell us how you determined you were not required to separately
disclose net sale
of tangible products (i.e., software licenses) and services (i.e.,
support and SaaS
subscriptions) to comply with Rule 5-03(b)(1) of Regulation S-X and to
separately
disclose the related costs and expenses to comply with Rule 5-03(b)(2).
Alternatively,
revise to separately present on the face of your Consolidated Statements
of Operations net
sales of tangible products and revenues from services and the cost of
tangible products
sold and cost of services.
You may contact Diane Fritz, Staff Accountant, at (202) 551-3331, or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488, if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Attorney-
Advisor, at (202) 551-3447, or in his absence, Barbara Jacobs, Assistant
Director, at (202) 551-
3735, with any other questions.
Sincerely,
FirstName LastNameShay Banon Division of
Corporation Finance
Office of
Information Technologies
Comapany NameElastic N.V.
and Services
August 22, 2018 Page 3
cc: Andrew Hoffman, Esq.
FirstName LastName