Form 8-K Cloudera, Inc. For: Dec 04

December 7, 2017 4:20 PM


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

December 4, 2017
Date of Report (date of earliest event reported)
___________________________________
CLOUDERA, INC.
(Exact name of registrant as specified in its charter)
___________________________________
 
 
 
 
Delaware
(State or other jurisdiction of incorporation or organization)
001-38069
(Commission File Number)
26-2922329
(I.R.S. Employer Identification Number)
395 Page Mill Road
Palo Alto, CA 94306
(Address of principal executive offices and zip code)
(650) 362-0488
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o









Item 2.02 - Results of Operations and Financial Condition

On December 7, 2017, Cloudera, Inc. (the "Company") issued a press release announcing its results for the quarter ended October 31, 2017 and providing its business outlook. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1 to this Current Report, is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission (the "Commission"), whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 4, 2017, the Board of Directors of the Company (the “Board”) increased the size of the Board from seven to eight directors and appointed Rosemary Schooler to fill the newly created directorship, effective immediately, as a Class II director to hold office until the earliest to occur of the Company’s 2019 annual meeting of stockholders and until her successor is elected and qualified, or until her death, resignation or removal. As of December 7, 2017, it is not expected that Ms. Schooler will serve on any Board committees.

Rosemary Schooler is Vice President and General Manager of Global Internet of Things (IoT) Sales for Intel Corporation (“Intel”).  Ms. Schooler manages overall revenue across the various sales, technical support, and channels capabilities to deliver IoT solutions to Intel customers and partners. Previously, Ms. Schooler served as Intel’s Vice President of the IoT Strategy and Integrated Products Division in the Internet of Things Group (IoTG). Prior to her role in IoTG, Ms. Schooler was Vice President of the Data Center Group and General Manager of Intel’s Communications and Storage Infrastructure Group.  Ms. Schooler holds a bachelor’s degree in Ceramics Science and Engineering from Pennsylvania State University, and was named to “Who’s Who in Business” by the Arizona Republic in 2016. She’s been a member of industry boards including ATIS and TIA, and currently serves on NCWIT and the Industry and Professional Advisory Council (IPAC) for the School of Electrical Engineering and Computer Science at Penn State. Ms. Schooler was selected to serve on our Board due to her experience in the information technology industry.

Ms. Schooler was appointed to the Board pursuant to the Voting and Standstill Agreement (the “Voting Agreement”), dated March 28, 2017, by and between the Company and Intel. Pursuant to Section 4 of the Voting Agreement, the Company has agreed that the Board will nominate for election to the Board a person designated by Intel that is reasonably acceptable to the Company at each annual meeting of the stockholders at which the term of such designee ends. This right terminates upon specified circumstances, including Intel and its affiliates ceasing to hold at least 10% of the Company’s fully‑diluted shares, subject to specified deferrals and exceptions; Intel materially breaching the Collaboration and Optimization Agreement, amended and restated as of March 28, 2017, by and between the Company and Intel; the consummation of an acquisition of the Company; and the consummation of a direct or an indirect investment by Intel or its affiliates of equity securities issued by specified competitors, or the acquisition of such a competitor’s business or assets (subject to specified exceptions). The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.03 to the Company’s Registration Statement on Form S-1 (No. 333-217071), as filed with the Commission on March 31, 2017 and incorporated by reference herein.

Certain entities affiliated with Intel, a holder of more than 5% of the Company’s common stock, purchased 1,200,000 shares of the Company’s common stock in the Company’s initial public offering at the initial public offering price of $15.00 per share. As of October 31, 2017, entities affiliated with Intel beneficially owned 26,065,827 shares of the Company’s outstanding common stock.






Due to her relationship with Intel, Ms. Schooler will not participate in the Company’s non-employee director compensation program, which applies only to directors who are not employees of the Company or its subsidiaries and who do not serve as a director resulting from his or her relationship with an investor in the Company.

It is expected that Ms. Schooler will enter into the Company’s standard form of indemnification agreement. The form of indemnification agreement was filed as Exhibit 10.01 to the Company’s Registration Statement on Form S-1 (No. 333-217071), as filed with the Commission on March 31, 2017 and incorporated by reference herein.

There are no other arrangements or understandings between Ms. Schooler and any other persons pursuant to which she was selected as a member of the Board. There are also no family relationships between Ms. Schooler and any director or executive officer of the Company. In addition to the information included in this Current Report on Form 8-K, the information required by Item 404(a) of Regulation S-K regarding Ms. Schooler is incorporated herein by reference from the subsections entitled “Series F-1 Preferred Stock Financing”, “Investor Rights Agreement”, “Voting and Standstill Agreement”, “Intel Enterprise Subscription Agreement”, “Intel Collaboration and Optimization Agreement” and “Marketing and Miscellaneous Cooperation with Intel” of the section entitled “Certain Relationships and Related-Party Transactions” from the Company’s final prospectus dated September 27, 2017 and filed with the Commission on September 28, 2017 pursuant to Rule 424(b) (No. 333-220494).

A copy of the press release announcing these events is filed as Exhibit 99.1 to this Current Report on Form 8‑K.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits
Number
 
Description
 
 
 
99.1
 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 7, 2017
CLOUDERA, INC
 
 
 
 
By:
/s/ David Middler
 
Name:
David Middler
 
Title:
Chief Legal Officer





Cloudera Reports Third Quarter Fiscal Year 2018 Financial Results


Q3 revenue up 41% year-over-year
Q3 subscription revenue up 48% year-over-year
Net expansion rate of 135%
Launched Cloudera Shared Data Experience (SDX)

PALO ALTO, Calif. – December 7, 2017: Cloudera, Inc. (NYSE: CLDR), the modern platform for machine learning and analytics optimized for the cloud, reported results for its third quarter of fiscal 2018, ended October 31, 2017. Total revenue was $94.6 million, an increase of 41% from the third quarter of fiscal 2017. Subscription revenue was $78.1 million, an increase of 48% from the year-ago period. Subscription revenue represented 83% of total revenue, up from 78% in the third quarter of fiscal 2017.

“We had another strong quarter in Q3, exceeding expectations on financial measures while increasing our competitive advantage in cloud analytics through significant new product innovation,” said Tom Reilly, chief executive officer at Cloudera. “We are now at the scale where we can execute on multiple fronts concurrently. In addition to substantial enhancements to our machine learning and analytics platform, we expanded our cloud Platform-as-a-Service offerings with an extension of Cloudera Altus Data Engineering to Microsoft Azure as well as a new data warehouse cloud service, Cloudera Altus Analytic DB. Also, our financial model is exhibiting consistent operating leverage as we march toward operating cash flow break-even.”

GAAP loss from operations for the third quarter of fiscal 2018 was $56.6 million, compared to a GAAP loss from operations of $44.0 million for the third quarter of fiscal 2017. Non-GAAP loss from operations for the third quarter of fiscal 2018 was $24.4 million, compared to a non-GAAP loss from operations of $37.7 million in the year-ago period.

Operating cash flow for the third quarter of fiscal 2018 was negative $2.4 million compared to operating cash flow of negative $32.5 million in the third quarter of fiscal 2017.

GAAP net loss per share for the third quarter of fiscal 2018 was $0.40 per share, based on weighted-average shares outstanding of 138.5 million shares, compared to a GAAP net loss per share in the third quarter of fiscal 2017 of $1.20 per share, based on weighted-average shares outstanding of 36.6 million shares. See financial statement tables below for additional information regarding historical and forward-looking stock-based compensation expenses and shares outstanding.

Non-GAAP net loss per share for the third quarter of fiscal 2018 was $0.17 per share, based on non-GAAP weighted-average shares outstanding of 138.5 million shares, compared to non-GAAP net loss per share in the third quarter of fiscal 2017 of $0.34 per share, based on non-GAAP weighted-average shares outstanding of 111.5 million shares.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading Non‑GAAP Financial Measures.

As of October 31, 2017, the company had total cash, cash equivalents, marketable securities and restricted cash of $484.0 million.

Recent Business and Financial Highlights:

Subscription revenue was up 48% year-over-year to $78.1 million
Subscription revenue represented 83% of total revenue, up from 78% in the year-ago period





Non-GAAP subscription gross margin for the quarter was 86%, more than 250 basis points higher than the third quarter of fiscal 2017
Dollar-based net expansion rate was 135% for the quarter
23 net new Global 8000 customers added
Launched Cloudera Shared Data Experience (SDX), which delivers a consistent software framework of data management, governance and security tools across cloud, multi-cloud and on-premises deployments using the same data regardless of where it resides (https://www.cloudera.com/products/sdx.html)
Introduced Cloudera Altus Analytic DB, Platform-as-a-Service, the first data warehouse cloud service that brings the warehouse to the data, allowing enterprises to quickly perform self-service business intelligence and SQL analytic workloads in the cloud
Announced the release of Cloudera Altus Data Engineering, Platform-as-a-Service, for the Microsoft Azure cloud platform
Cloudera Data Science Workbench was voted “Winner -- Best Data Science Platform” in the Datanami Readers’ Choice Awards
Appointed Rosemary Schooler,Vice President and General Manager, Global IoT Sales, Intel Corporation, to Cloudera board of directors

Business Outlook

The outlook for the fourth quarter of fiscal 2018, ending January 31, 2018, is:

Total revenue in the range of $97 million to $99 million, representing 33% to 36% year-over-year growth
Subscription revenue in the range of $80 million to $82 million, representing 43% to 46% year-over-year growth
Non-GAAP net loss per share in the range of $0.24 to $0.22 per share
Non-GAAP weighted-average shares outstanding of approximately 142 million shares

The outlook for fiscal 2018, ending January 31, 2018, is:

Total revenue in the range of $361 million to $363 million, representing 38% to 39% year-over-year growth
Subscription revenue in the range of $297 million to $299 million, representing 48% to 49% year-over-year growth
Operating cash flow in the range of negative $50 million to $45 million
Non-GAAP net loss per share in the range of $0.84 to $0.82 per share
Non-GAAP weighted-average shares outstanding of approximately 133 million shares

Conference Call and Webcast Information

Cloudera is hosting a conference call for analysts and investors to discuss its third quarter of fiscal 2018 results and the outlook for its fourth quarter of fiscal 2018 and full year fiscal 2018 at 2:00 p.m. Pacific Time today. Participants can listen via webcast by visiting the Investor Relations section of Cloudera’s website. A replay of the webcast will be available for two weeks following the call.

The conference call can also be accessed as follows:

Participant Toll Free Number: +1-833-231-7247
Participant International Number: +1-647-689-4091
Conference ID: 6488823






About Cloudera
At Cloudera, we believe that data can make what is impossible today, possible tomorrow. We empower people to transform complex data into clear and actionable insights. We deliver the modern platform for machine learning and analytics optimized for the cloud. The world’s largest enterprises trust Cloudera to help solve their most challenging business problems. Learn more at www.cloudera.com.

Connect with Cloudera
About Cloudera: cloudera.com/about-cloudera.html
Read our VISION blog: vision.cloudera.com/ and Engineering blog: blog.cloudera.com/
Follow us on Twitter: twitter.com/cloudera
Visit us on Facebook: facebook.com/cloudera
See us on YouTube: youtube.com/user/clouderahadoop
Join the Cloudera Community: community.cloudera.com
Read about our customers’ successes: cloudera.com/customers.html

Cloudera and associated marks are trademarks or registered trademarks of Cloudera, Inc. All other company and product names may be trademarks of their respective owners.

Global 8000 Customer List

We periodically update the Global 8000 list based on the FORBES Global 2000 list and information from Data.com, using the most recently published FORBES Global 2000 list (which is updated by Forbes annually) and the most recent Data.com information (which is continuously updated by Data.com).  Our customer count is subject to ongoing adjustment and, when adjustments occur, previously disclosed numbers of customers are updated to allow for comparability.

Forward-Looking Statements

Statements in this press release that are not historical in nature are forward-looking statements that, within the meaning of the federal securities laws including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, involve known and unknown risks and uncertainties. Words such as “may”, “will”, “expect”, “intend”, “plan”, “believe”, “seek”, “could”, “estimate”, “judgment”, “targeting”, “should”, “anticipate”, “goal” and variations of these words and similar expressions, are also intended to identify forward-looking statements. The forward-looking statements in this press release address a variety of subjects, including our belief that the enterprise machine learning and analytics market will quickly emerge and that we will continue to lead its direction through technology and product innovation, our expectation that we will continue our momentum in machine learning, analytics and the cloud, and our“Business Outlook” for our fourth quarter of fiscal 2018 and full year fiscal 2018 operating results. Readers are cautioned that actual results could differ materially from those implied by such forward-looking statements due to a variety of factors, including global economic conditions, competitive pressures and pricing declines, intellectual property infringement claims, and other risks or uncertainties that are described under the caption “Risk Factors” in our Prospectus filed pursuant to Rule 424(b)filed with the Securities and Exchange Commission, or the SEC, on September 28, 2017, our most recently filed Quarterly Report on Form 10-Q, and in our other SEC filings. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurances that our expectations will be attained. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

We report all financial information required in accordance with U.S. generally accepted accounting principles (GAAP). To supplement our unaudited condensed consolidated financial statements presented in accordance with GAAP, we use certain non-GAAP measures of financial performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial





information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the results of our operations as determined in accordance with GAAP. The non-GAAP financial measures used by us include non-GAAP subscription gross margins, non-GAAP loss from operations, non-GAAP net loss, and historical and forward-looking non-GAAP net loss per share. These non-GAAP financial measures exclude stock-based compensation, acquisition- and disposition-related expenses (if any), amortization of acquired intangible assets, and donations of common stock made to the Cloudera Foundation from the Cloudera unaudited condensed consolidated statement of operations. In addition, we use non-GAAP weighted-average shares outstanding to calculate non-GAAP net loss per share. This non-GAAP measure includes the assumed conversion of all outstanding shares of preferred stock to common stock and the impact of anti-dilutive restricted stock units and stock options outstanding, on a weighted basis.

For a description of these items, including the reasons why management adjusts for them, and reconciliations of historical non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled “Use of Non-GAAP Financial Information” as well as the related tables that precede it. We may consider whether other significant non-recurring items that arise in the future should also be excluded in calculating the non-GAAP financial measures we use.

We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our core business, operating results or future outlook. Management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing our operating results, as well as when planning, forecasting and analyzing future periods. We use these non‑GAAP financial measures in conjunction with traditional GAAP measures to communicate with our board of directors concerning our financial performance. These non-GAAP financial measures also facilitate comparisons of our performance to prior periods.







Cloudera, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
 
Three Months Ended October 31,
 
Nine Months Ended October 31,
 
2017
 
2016
 
2017
 
2016
Revenue:
 
 
 
 
 
 
 
Subscription
$
78,105

 
$
52,733

 
$
216,762

 
$
144,093

Services
16,464

 
14,525

 
47,231

 
44,106

Total revenue
94,569

 
67,258

 
263,993

 
188,199

Cost of revenue:(1) (2)
 
 
 
 
 
 
 
Subscription
14,486

 
9,787

 
56,173

 
28,844

Services
18,640

 
12,652

 
69,035

 
35,969

Total cost of revenue
33,126

 
22,439

 
125,208

 
64,813

Gross profit
61,443

 
44,819

 
138,785

 
123,386

Operating expenses:(1) (2)
 
 
 
 
 
 
 
Research and development
38,095

 
25,968

 
176,770

 
77,118

Sales and marketing
64,061

 
54,206

 
236,639

 
147,250

General and administrative
15,877

 
8,633

 
69,991

 
25,309

Total operating expenses
118,033

 
88,807

 
483,400

 
249,677

Loss from operations
(56,590
)
 
(43,988
)
 
(344,615
)
 
(126,291
)
Interest income, net
1,501

 
695

 
3,590

 
2,143

Other income (expense), net
(490
)
 
(296
)
 
349

 
(311
)
Net loss before benefit from (provision for) income taxes
(55,579
)
 
(43,589
)
 
(340,676
)
 
(124,459
)
Benefit from (provision for) income taxes
241

 
(456
)
 
(1,210
)
 
(1,426
)
Net loss
$
(55,338
)
 
$
(44,045
)
 
$
(341,886
)
 
$
(125,885
)
Net loss per share, basic and diluted
$
(0.40
)
 
$
(1.20
)
 
$
(3.27
)
 
$
(3.47
)
Weighted-average shares used in computing net loss per share, basic and diluted
138,506

 
36,598

 
104,551

 
36,261

___________
(1)
Amounts include stock‑based compensation expense as follows (in thousands):
 
Three Months Ended October 31,
 
Nine Months Ended October 31,
 
2017
 
2016
 
2017
 
2016
Cost of revenue – subscription
$
2,750

 
$
343

 
$
22,143

 
$
1,051

Cost of revenue – services
4,187

 
432

 
28,414

 
1,363

Research and development
9,110

 
1,313

 
90,139

 
4,326

Sales and marketing
10,070

 
1,463

 
82,748

 
4,496

General and administrative
5,030

 
1,766

 
38,236

 
5,322

Total stock‑based compensation expense
$
31,147

 
$
5,317

 
$
261,680

 
$
16,558

(2)
Amounts include amortization of acquired intangible assets as follows (in thousands):
 
Three Months Ended October 31,
 
Nine Months Ended October 31,
 
2017
 
2016
 
2017
 
2016
Cost of revenue – subscription
$
584

 
$
514

 
$
1,608

 
$
1,483

Sales and marketing
454

 
431

 
1,315

 
1,292

Total amortization of acquired intangible assets
$
1,038

 
$
945

 
$
2,923

 
$
2,775






Cloudera, Inc.
Condensed Consolidated Statements of Operations
(as a percentage of total revenues)
(unaudited)

 
Three Months Ended October 31,
 
Nine Months Ended October 31,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
Subscription
83
 %
 
78
 %
 
82
 %
 
77
 %
Services
17

 
22

 
18

 
23

Total revenue
100

 
100

 
100

 
100

Cost of revenue:(1) (2)
 
 
 
 
 
 
 
Subscription
15

 
15

 
21

 
15

Services
20

 
18

 
26

 
19

Total cost of revenue
35

 
33

 
47

 
34

Gross margin
65

 
67

 
53

 
66

Operating expenses:(1) (2)
 
 
 
 
 
 
 
Research and development
40

 
39

 
67

 
41

Sales and marketing
68

 
80

 
90

 
78

General and administrative
17

 
13

 
26

 
14

Total operating expenses
125

 
132

 
183

 
133

Loss from operations
(60
)
 
(65
)
 
(130
)
 
(67
)
Interest income, net
2

 
1

 
1

 
1

Other income (expense), net
(1
)
 

 

 

Net loss before benefit from (provision for) income taxes
(59
)
 
(64
)
 
(129
)
 
(66
)
Benefit from (provision for) income taxes

 
(1
)
 
(1
)
 
(1
)
Net loss
(59)
 %
 
(65)
 %
 
(130)
 %
 
(67)
 %
___________
(1)
Amounts include stock‑based compensation expense as a percentage of total revenue as follows:
 
Three Months Ended October 31,
 
Nine Months Ended October 31,
 
2017
 
2016
 
2017
 
2016
Cost of revenue – subscription
3
%
 
1
%
 
8
%
 
1
%
Cost of revenue – services
4

 
1

 
11

 
1

Research and development
10

 
2

 
34

 
2

Sales and marketing
11

 
2

 
31

 
2

General and administrative
5

 
2

 
15

 
3

Total stock-based compensation expense
33
%
 
8
%
 
99
%
 
9
%

(2)    Amounts include amortization of acquired intangible assets as a percentage of total revenue as follows:
 
Three Months Ended October 31,
 
Nine Months Ended October 31,
 
2017
 
2016
 
2017
 
2016
Cost of revenue – subscription
1
%
 
1
%
 
1
%
 
1
%
Sales and marketing

 

 

 

Total amortization of acquired intangible assets
1
%
 
1
%
 
1
%
 
1
%






Cloudera, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 
October 31,
2017
 
January 31,
2017
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
62,797

 
$
74,186

Short-term marketable securities
326,717

 
160,770

Accounts receivable, net
66,170

 
101,549

Prepaid expenses and other current assets
23,786

 
13,197

Total current assets
479,470

 
349,702

Property and equipment, net
15,578

 
13,104

Marketable securities, noncurrent
76,464

 
20,710

Intangible assets, net
6,655

 
7,051

Goodwill
33,621

 
31,516

Restricted cash
18,050

 
15,446

Other assets
4,673

 
5,015

TOTAL ASSETS
$
634,511

 
$
442,544

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
1,761

 
$
3,550

Accrued compensation
40,029

 
33,376

Other accrued liabilities
16,931

 
9,918

Deferred revenue, current portion
197,013

 
192,242

Total current liabilities
255,734

 
239,086

Deferred revenue, less current portion
35,074

 
25,182

Other liabilities
13,615

 
4,345

TOTAL LIABILITIES
304,423

 
268,613

Redeemable convertible preferred stock

 
657,687

STOCKHOLDERS’ EQUITY (DEFICIT):
 
 
 
Common stock
7

 
2

Additional paid-in capital
1,348,578

 
192,795

Accumulated other comprehensive loss
(614
)
 
(556
)
Accumulated deficit
(1,017,883
)
 
(675,997
)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
330,088

 
(483,756
)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
$
634,511

 
$
442,544







Cloudera, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)


Three Months Ended October 31,
 
Nine Months Ended October 31,
 
2017
 
2016
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
 
Net loss
$
(55,338
)
 
$
(44,045
)
 
$
(341,886
)
 
$
(125,885
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
2,701

 
2,518

 
9,695

 
7,471

Stock-based compensation
31,147

 
5,317

 
261,680

 
16,558

Release of deferred tax valuation allowance
(806
)
 

 
(806
)
 

Accretion and amortization of marketable securities
243

 
454

 
657

 
2,420

Loss on disposal of fixed assets
(111
)
 

 
(111
)
 

Changes in assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
18,792

 
(2,155
)
 
35,536

 
1,856

Prepaid expenses and other assets
(6,098
)
 
1,162

 
(5,459
)
 
378

Accounts payable
(4,000
)
 
(962
)
 
(2,326
)
 
910

Accrued compensation
3,752

 
7,456

 
(1,231
)
 
4,328

Accrued expenses and other liabilities
6,472

 
2,492

 
9,442

 
3,498

Deferred revenue
830

 
(4,757
)
 
14,527

 
3,847

Net cash used in operating activities
(2,416
)

(32,520
)
 
(20,282
)
 
(84,619
)
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
Purchases of marketable securities
(127,003
)
 
(13,367
)
 
(514,157
)
 
(103,776
)
Sales of marketable securities
14,238

 
16,766

 
57,436

 
51,138

Maturities of marketable securities
116,128

 
25,287

 
233,732

 
155,232

Cash used in business combinations, net of cash acquired
(1,937
)
 

 
(1,937
)
 
(2,700
)
Capital expenditures
(7,034
)
 
(799
)
 
(9,005
)
 
(6,934
)
Proceeds from sale of fixed assets
145

 

 
145

 

Net cash provided by (used in) investing activities
(5,463
)
 
27,887

 
(233,786
)
 
92,960

CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
Net proceeds from issuance of common stock in initial public offering
(264
)
 

 
237,422

 

Net proceeds from follow-on offering
46,803

 

 
46,803

 

Taxes paid related to net share settlement of restricted stock units
(50,503
)
 

 
(50,503
)
 

Proceeds from employee stock plans
5,289

 
920

 
11,221

 
2,553

Net cash provided by financing activities
1,325

 
920

 
244,943

 
2,553

Effect of exchange rate changes
417

 
(28
)
 
340

 
6

Net increase (decrease) in cash, cash equivalents and restricted cash
(6,137
)
 
(3,741
)
 
(8,785
)
 
10,900

Cash, cash equivalents and restricted cash — Beginning of period
86,984

 
50,635

 
89,632

 
35,994

Cash, cash equivalents and restricted cash — End of period
$
80,847

 
$
46,894

 
$
80,847

 
$
46,894

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 
 
 
 
 
 
 
Cash paid for income taxes
$
488

 
$
377

 
$
1,840

 
$
1,031

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
 
 
 
 
 
 
 
Purchases of property and equipment in other accrued liabilities
$
261

 
$
36

 
$
261

 
$
36

Fair value of common stock issued as consideration for business combination
$
2,081

 
$

 
$
2,081

 
$

Offering costs in accounts payable and other accrued liabilities
$
858

 
$

 
$
858

 
$

Conversion of redeemable convertible preferred stock to common stock
$

 
$

 
$
657,687

 
$







Cloudera, Inc.
Three Months Ended October 31, 2017
GAAP Results Reconciled to non-GAAP Results
(in thousands, except per share amounts)
(unaudited) 

 
GAAP
 
Stock-based compensation expense
 
Amortization of acquired intangible assets
 
Non-GAAP weighted-average shares outstanding
 
Non-GAAP
Cost of revenue- Subscription
$
14,486

 
$
(2,750
)
 
$
(584
)
 
$

 
$
11,152

Subscription gross margin
81
 %
 
4
%
 
1
%
 
%
 
86
 %
Cost of revenue- Services
18,640

 
(4,187
)
 

 

 
14,453

Services gross margin
(13
)%
 
25
%
 
%
 
%
 
12
 %
Gross profit
61,443

 
6,937

 
584

 

 
68,964

Total gross margin
65
 %
 
7
%
 
1
%
 
%
 
73
 %
Research and development
38,095

 
(9,110
)
 

 

 
28,985

Sales and marketing
64,061

 
(10,070
)
 
(454
)
 

 
53,537

General and administrative
15,877

 
(5,030
)
 

 

 
10,847

Loss from operations
(56,590
)
 
31,147

 
1,038

 

 
(24,405
)
Operating margin
(60
)%
 
33
%
 
1
%
 
%
 
(26
)%
Net loss
(55,338
)
 
31,147

 
1,038

 

 
(23,153
)
Net loss per share, basic and diluted
$
(0.40
)
 
$
0.22

 
$
0.01

 
$

 
$
(0.17
)


Cloudera, Inc.
Three Months Ended October 31, 2016
GAAP Results Reconciled to non-GAAP Results
(in thousands, except per share amounts)
(unaudited) 
 
GAAP
 
Stock-based compensation expense
 
Amortization of acquired intangible assets
 
Non-GAAP weighted-average shares outstanding
 
Non-GAAP
Cost of revenue- Subscription
$
9,787

 
$
(343
)
 
$
(514
)
 
$

 
$
8,930

Subscription gross margin
81
 %
 
1
%
 
1
%
 
%
 
83
 %
Cost of revenue- Services
12,652

 
(432
)
 

 

 
12,220

Services gross margin
13
 %
 
3
%
 
%
 
%
 
16
 %
Gross profit
44,819

 
775

 
514

 

 
46,108

Total gross margin
67
 %
 
1
%
 
1
%
 
%
 
69
 %
Research and development
25,968

 
(1,313
)
 

 

 
24,655

Sales and marketing
54,206

 
(1,463
)
 
(431
)
 

 
52,312

General and administrative
8,633

 
(1,766
)
 

 

 
6,867

Loss from operations
(43,988
)
 
5,317

 
945

 
 
 
(37,726
)
Operating margin
(65
)%
 
8
%
 
1
%
 
 
 
(56
)%
Net loss
(44,045
)
 
5,317

 
945

 

 
(37,783
)
Net loss per share, basic and diluted (1)
$
(1.20
)
 
$
0.15

 
$
0.03

 
$
0.68

 
$
(0.34
)
___________
(1)
See below for a reconciliation of weighted-average shares outstanding used to calculate non-GAAP net loss per share







Cloudera, Inc.
GAAP weighted-average shares reconciled to non-GAAP weighted-average shares
(in thousands)
(unaudited) 

 
Three Months Ended October 31,
 
Nine Months Ended October 31,
 
2017
 
2016
 
2017
 
2016
GAAP weighted-average shares, basic and diluted
138,506

 
36,598

 
104,551

 
36,261

Assumed preferred stock conversion

 
74,907

 
24,969

 
74,907

Assumed IPO issuance

 

 
316

 

Non-GAAP weighted-average shares, diluted
138,506

 
111,505

 
129,836

 
111,168


Use of Non-GAAP Financial Information

In addition to the reasons stated under “Non-GAAP Financial Measures” above, which are generally applicable to each of the items Cloudera excludes from its non-GAAP financial measures, Cloudera believes it is appropriate to exclude or give effect to certain items for the following reasons:

Stock-based compensation expense. We exclude stock-based compensation expense from our non-GAAP financial measures consistent with how we evaluate our operating results and prepare our operating plans, forecasts and budgets. Further, when considering the impact of equity award grants, we focus on overall stockholder dilution rather than the accounting charges associated with such equity grants. The exclusion of the expense facilitates the comparison of results and business outlook for future periods with results for prior periods in order to better understand the long term performance of our business.

Amortization of acquired intangible assets. We exclude the amortization of acquired intangible assets from our non-GAAP financial measures. Although the purchase accounting for an acquisition necessarily reflects the accounting value assigned to intangible assets, our management team excludes the GAAP impact of acquired intangible assets when evaluating our operating results. Likewise, our management team excludes amortization of acquired intangible assets from our operating plans, forecasts and budgets. The exclusion of the expense facilitates the comparison of results and business outlook for future periods with results for prior periods in order to better understand the long term performance of our business.

Assumed preferred stock conversion. For periods prior to the closing of our initial public offering (IPO) on May 3, 2017, we give effect to the automatic conversion of all outstanding shares of preferred stock to common stock, as if such conversion had occurred at the beginning of the period, in our calculations of non-GAAP weight-average shares, diluted, and non-GAAP net loss per share, diluted. The inclusion of these shares facilitates the comparison of results and business outlook for future periods with results for prior periods in order to better understand the long term performance of our business.

Assumed IPO issuance. We include the common shares issued in our IPO, on a weighted basis, as if the shares were issued on the date of our effectiveness. Our IPO was effective in the first quarter of fiscal 2018 and closed in the second quarter of fiscal 2018.







Cloudera, Inc.
Reconciliation of non-GAAP Financial Guidance
(unaudited)
 
Fiscal 2018
(in millions)
Q4
 
FY
GAAP net loss
($66) - (63)

 
($408) - (405)

Stock-based compensation expense (1)
31

 
292

Amortization of acquired intangible assets
1

 
4

Non-GAAP net loss
($34) - (31)

 
($112) - (109)

 
 
 
 
GAAP weighted-average shares, basic and diluted
142 - 143

 
112 - 114

Assumed preferred stock conversion

 
19

Assumed IPO issuance

 
1

Non-GAAP weighted-average shares, diluted
142 - 143

 
132 - 134


(1) Stock-based compensation expense is impacted by variables such as stock price and employee behavior, each of which are inherently difficult to forecast.  As a result, the guidance presented above is subject to a number of uncertainties and assumptions that may cause actual results to differ materially.

Investor Relations Contact:
Kevin Cook
investor-relations@cloudera.com
+1 (650) 644-3900

Press Contact:
Deborah Wiltshire
press@cloudera.com
+1 (650) 644-3900



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