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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | | | | |
(Mark One) |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2024
OR
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-40531
SENTINELONE, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 99-0385461 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| 444 Castro Street, Suite 400, Mountain View, California | 94041 |
| (Address of Principal Executive Offices) | (Zip Code) |
| | | | | | | | |
| (855) 868-3733 | |
| Registrant's telephone number, including area code) | |
| Not Applicable | |
| (Former name, former address and former fiscal year, if changed since last report) | |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A common stock, par value $0.0001 | S | The New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | ☒ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 23, 2024, the registrant had 291,012,402 shares of Class A common stock and 26,211,913 shares of Class B common stock outstanding.
Special Note About Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), about us and our industry that involve substantial risks and uncertainties. All statements contained in this Quarterly Report on Form 10-Q, other than statements of historical fact, including statements regarding our future operating results and financial condition, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negative of these words and similar expressions are intended to identify forward-looking statements.
Forward-looking statements include, but are not limited to, statements about:
•our future financial performance, including our expectations regarding our total revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in operating expenses and our ability to achieve and maintain future profitability;
•the global political, economic, and macroeconomic climate, whether in the cybersecurity industry in general, or among specific types of customers or within particular geographies, including but not limited to, the upcoming U.S. election, actual or perceived instability in the banking industry, supply chain disruptions, a potential recession, inflation, and interest rate volatility;
•the impact of natural or man-made global events on our business, including wars and other regional geopolitical conflicts, including the conflicts in Ukraine, the Middle East, and tensions between China and Taiwan;
•the impact of actions that we are taking to improve operational efficiencies and operating costs, including the restructuring plan we approved in June 2023;
•our business plan and our ability to effectively manage our growth;
•our total market opportunity;
•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;
•our ability to maintain the security and availability of our platform;
•market acceptance of our platform and our ability to increase adoption of our platform;
•beliefs and objectives for future operations;
•our ability to further penetrate our existing customer base and attract, retain, and expand our customer base;
•our ability to timely and effectively scale and adapt our platform;
•future acquisitions or investments in complementary companies, products, services, or technologies and our ability to integrate such acquisitions or investments, including our recent acquisitions of the Krebs Stamos Group LLC (KSG) in November 2023 and both PingSafe Pte. Ltd. (PingSafe) and Stride Security Ltd. (Stride) in February 2024;
•cybersecurity incidents;
•our ability to develop new products and services and bring them to market in a timely manner and make enhancements to our platform;
•the ultimate success of technologies aimed at enhancing our platform, including through artificial intelligence (AI);
•our expectations concerning relationships with third parties;
•our ability to maintain, protect, and enhance our intellectual property;
•our ability to continue to expand internationally;
•the effects of increased competition in our markets and our ability to compete effectively;
•our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United States (U.S.) and internationally;
•economic and industry trends, projected growth, or trend analysis;
•expenses associated with being a public company; and
•other statements regarding our future operations, financial condition, and prospects and business strategies.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part II, Item 1A., “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We undertake no obligation to update publicly any of these forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations, except as required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, partnerships, mergers, dispositions, joint ventures, or investments we may make.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the SEC as exhibits to this report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
| | |
SENTINELONE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) |
| | | | | | | | | | | |
| July 31, | | January 31, |
| 2024 | | 2024 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 205,898 | | | $ | 256,651 | |
Short-term investments | 502,274 | | | 669,305 | |
Accounts receivable, net | 155,148 | | | 214,322 | |
Deferred contract acquisition costs, current | 57,355 | | | 54,158 | |
Prepaid expenses and other current assets | 100,601 | | | 102,895 | |
Total current assets | 1,021,276 | | | 1,297,331 | |
Property and equipment, net | 64,257 | | | 48,817 | |
Operating lease right-of-use assets | 16,535 | | | 18,474 | |
Long-term investments | 417,161 | | | 204,798 | |
Deferred contract acquisition costs, non-current | 72,091 | | | 71,640 | |
Intangible assets, net | 120,307 | | | 122,903 | |
Goodwill | 629,636 | | | 549,411 | |
Other assets | 5,856 | | | 8,033 | |
Total assets | $ | 2,347,119 | | | $ | 2,321,407 | |
Liabilities and Stockholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 6,746 | | | $ | 6,759 | |
Accrued liabilities | 113,315 | | | 104,671 | |
Accrued payroll and benefits | 63,681 | | | 74,345 | |
Operating lease liabilities, current | 4,630 | | | 4,689 | |
Deferred revenue, current | 399,536 | | | 399,603 | |
Total current liabilities | 587,908 | | | 590,067 | |
Deferred revenue, non-current | 103,086 | | | 114,930 | |
Operating lease liabilities, non-current | 15,497 | | | 18,239 | |
Other liabilities | 6,941 | | | 4,128 | |
Total liabilities | 713,432 | | | 727,364 | |
Commitments and contingencies (Note 10) | | | |
Stockholders’ equity: | | | |
Class A common stock; $0.0001 par value; 1,500,000,000 shares authorized as of July 31, 2024 and January 31, 2024; 289,715,291 and 269,780,805 shares issued and outstanding as of July 31, 2024 and January 31, 2024, respectively | 29 | | | 27 | |
Class B common stock; $0.0001 par value; 300,000,000 shares authorized as of July 31, 2024 and January 31, 2024; 26,211,913 and 34,910,917 shares issued and outstanding as of July 31, 2024 and January 31, 2024, respectively | 3 | | | 3 | |
Additional paid-in capital | 3,110,843 | | | 2,934,607 | |
Accumulated other comprehensive income (loss) | 1,145 | | | (1,550) | |
Accumulated deficit | (1,478,333) | | | (1,339,044) | |
Total stockholders’ equity | 1,633,687 | | | 1,594,043 | |
Total liabilities and stockholders’ equity | $ | 2,347,119 | | | $ | 2,321,407 | |
| | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | |
SENTINELONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenue | $ | 198,937 | | | $ | 149,421 | | | $ | 385,292 | | | $ | 282,814 | |
Cost of revenue | 50,699 | | | 44,667 | | | 100,836 | | | 87,250 | |
Gross profit | 148,238 | | | 104,754 | | | 284,456 | | | 195,564 | |
Operating expenses: | | | | | | | |
Research and development | 63,602 | | | 54,161 | | | 121,923 | | | 109,424 | |
Sales and marketing | 119,617 | | | 98,262 | | | 235,447 | | | 197,433 | |
General and administrative | 44,400 | | | 48,433 | | | 87,067 | | | 100,186 | |
Restructuring (Note 12) | — | | | 4,255 | | | — | | | 4,255 | |
Total operating expenses | 227,619 | | | 205,111 | | | 444,437 | | | 411,298 | |
Loss from operations | (79,381) | | | (100,357) | | | (159,981) | | | (215,734) | |
Interest income | 12,853 | | | 11,489 | | | 24,935 | | | 22,024 | |
Interest expense | (36) | | | (605) | | | (72) | | | (1,212) | |
Other income (expense), net | (421) | | | 1,409 | | | (460) | | | 1,050 | |
Loss before income taxes | (66,985) | | | (88,064) | | | (135,578) | | | (193,872) | |
Provision for income taxes | 2,199 | | | 1,474 | | | 3,711 | | | 2,535 | |
Net loss | $ | (69,184) | | | $ | (89,538) | | | $ | (139,289) | | | $ | (196,407) | |
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted | $ | (0.22) | | | $ | (0.31) | | | $ | (0.45) | | | $ | (0.68) | |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted | 312,615,531 | | | 293,170,401 | | | 310,358,089 | | | 290,775,910 | |
| | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | |
SENTINELONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net loss | $ | (69,184) | | | $ | (89,538) | | | $ | (139,289) | | | $ | (196,407) | |
Other comprehensive income (loss): | | | | | | | |
Change in unrealized gains (losses) on investments | 3,938 | | | (3,358) | | | 2,695 | | | (2,604) | |
Total comprehensive loss | $ | (65,246) | | | $ | (92,896) | | | $ | (136,594) | | | $ | (199,011) | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | |
SENTINELONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, 2024 |
| | Class A and Class B Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Stockholders’ Equity |
| | Shares | | Amount | | | | |
Balance as of April 30, 2024 | | 311,556,289 | | | $ | 32 | | | $ | 3,027,530 | | | $ | (2,793) | | | $ | (1,409,149) | | | $ | 1,615,620 | |
Issuance of common stock upon exercise of stock options | | 1,475,181 | | | — | | | 6,258 | | | — | | | — | | | 6,258 | |
| | | | | | | | | | | | |
Vesting of restricted stock units | | 2,387,044 | | | — | | | — | | | — | | | — | | | — | |
Issuance of common stock under employee purchase plan | | 508,690 | | | — | | | 8,800 | | | — | | | — | | | 8,800 | |
Stock-based compensation | | — | | | — | | | 68,255 | | | — | | | — | | | 68,255 | |
Other comprehensive income | | — | | | — | | | — | | | 3,938 | | | — | | | 3,938 | |
Net loss | | — | | | — | | | — | | | — | | | (69,184) | | | (69,184) | |
Balance as of July 31, 2024 | | 315,927,204 | | | $ | 32 | | | $ | 3,110,843 | | | $ | 1,145 | | | $ | (1,478,333) | | | $ | 1,633,687 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, 2023 |
| | Class A and Class B Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders’ Equity |
| | Shares | | Amount | | | | |
Balance as of April 30, 2023 | | 291,225,065 | | | $ | 29 | | | $ | 2,729,978 | | | $ | (5,613) | | | $ | (1,107,220) | | | $ | 1,617,174 | |
Issuance of common stock upon exercise of stock options | | 1,372,895 | | | — | | | 4,083 | | | — | | | — | | | 4,083 | |
Vesting of restricted stock units | | 1,732,035 | | | — | | | — | | | — | | | — | | | — | |
Issuance of common stock under employee purchase plan | | 568,611 | | | — | | | 6,416 | | | — | | | — | | | 6,416 | |
Vesting of early exercised stock options | | — | | | — | | | 120 | | | — | | | — | | | 120 | |
Stock-based compensation | | — | | | — | | | 54,422 | | | — | | | — | | | 54,422 | |
Other comprehensive loss | | — | | | — | | | — | | | (3,358) | | | — | | | (3,358) | |
Net loss | | — | | | — | | | — | | | — | | | (89,538) | | | (89,538) | |
Balance as of July 31, 2023 | | 294,898,606 | | | $ | 29 | | | $ | 2,795,019 | | | $ | (8,971) | | | $ | (1,196,758) | | | $ | 1,589,319 | |
| | |
SENTINELONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended July 31, 2024 |
| Class A and Class B Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Stockholders’ Equity |
| Shares | | Amount | | | | |
Balance as of January 31, 2024 | 304,691,722 | | | $ | 30 | | | $ | 2,934,607 | | | $ | (1,550) | | | $ | (1,339,044) | | | $ | 1,594,043 | |
Issuance of common stock upon exercise of stock options | 3,820,697 | | | 1 | | | 12,812 | | | — | | | — | | | 12,813 | |
Issuance of common stock and assumed options in connection with acquisition | 2,354,607 | | | 1 | | | 23,738 | | | — | | | — | | | 23,739 | |
Vesting of restricted stock units | 4,570,788 | | | — | | | — | | | — | | | — | | | — | |
Issuance of common stock under employee purchase plan | 508,690 | | | — | | | 8,800 | | | — | | | — | | | 8,800 | |
Repurchase of common stock | (19,300) | | | — | | | — | | | — | | | — | | | — | |
Stock-based compensation | — | | | — | | | 130,886 | | | — | | | — | | | 130,886 | |
Other comprehensive income | — | | | — | | | — | | | 2,695 | | | — | | | 2,695 | |
Net loss | — | | | — | | | — | | | — | | | (139,289) | | | (139,289) | |
Balance as of July 31, 2024 | 315,927,204 | | | $ | 32 | | | $ | 3,110,843 | | | $ | 1,145 | | | $ | (1,478,333) | | | $ | 1,633,687 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended July 31, 2023 |
| Class A and Class B Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders’ Equity |
| Shares | | Amount | | | | |
Balance as of January 31, 2023 | 286,763,857 | | | $ | 29 | | | $ | 2,663,394 | | | $ | (6,367) | | | $ | (1,000,351) | | | $ | 1,656,705 | |
Issuance of common stock upon exercise of stock options | 5,074,687 | | | — | | | 13,845 | | | — | | | — | | | 13,845 | |
Vesting of restricted stock units | 2,491,451 | | | — | | | — | | | — | | | — | | | — | |
Issuance of common stock under employee purchase plan | 568,611 | | | — | | | 6,416 | | | — | | | — | | | 6,416 | |
Vesting of early exercised stock options | — | | | — | | | 169 | | | — | | | — | | | 169 | |
Stock-based compensation | — | | | — | | | 111,195 | | | — | | | — | | | 111,195 | |
Other comprehensive loss | — | | | — | | | — | | | (2,604) | | | — | | | (2,604) | |
Net loss | — | | | — | | | — | | | — | | | (196,407) | | | (196,407) | |
Balance as of July 31, 2023 | 294,898,606 | | | $ | 29 | | | $ | 2,795,019 | | | $ | (8,971) | | | $ | (1,196,758) | | | $ | 1,589,319 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | |
SENTINELONE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) |
| | | | | | | | | | | |
| Six Months Ended July 31, |
| 2024 | | 2023 |
CASH FLOW FROM OPERATING ACTIVITIES: | | | |
Net loss | $ | (139,289) | | | $ | (196,407) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | |
Depreciation and amortization | 21,110 | | | 18,623 | |
Amortization of deferred contract acquisition costs | 31,252 | | | 22,263 | |
Non-cash operating lease costs | 1,939 | | | 1,973 | |
Stock-based compensation expense | 123,230 | | | 108,395 | |
Accretion of discounts and amortization of premiums on investments, net | (7,420) | | | (11,089) | |
Net gain on strategic investments | (345) | | | (2,000) | |
Other | 1,887 | | | 775 | |
Changes in operating assets and liabilities, net of effects of acquisition | | | |
Accounts receivable | 59,258 | | | 27,926 | |
Prepaid expenses and other assets | 8,942 | | | 6,291 | |
Deferred contract acquisition costs | (34,901) | | | (30,272) | |
Accounts payable | 10 | | | 1,044 | |
Accrued liabilities | 5,447 | | | 4,386 | |
Accrued payroll and benefits | (10,645) | | | (4,393) | |
Operating lease liabilities | (2,800) | | | (2,434) | |
Deferred revenue | (12,583) | | | 15,101 | |
Other liabilities | (789) | | | (144) | |
Net cash provided by (used in) operating activities | 44,303 | | | (39,962) | |
CASH FLOW FROM INVESTING ACTIVITIES: | | | |
Purchases of property and equipment | (1,439) | | | (494) | |
Purchases of intangible assets | (133) | | | (213) | |
Capitalization of internal-use software | (14,544) | | | (6,165) | |
Purchases of investments | (442,629) | | | (350,416) | |
Sales and maturities of investments | 404,677 | | | 371,996 | |
Cash paid for acquisitions, net of cash acquired | (61,553) | | | — | |
Net cash (used in) provided by investing activities | (115,621) | | | 14,708 | |
CASH FLOW FROM FINANCING ACTIVITIES: | | | |
Repurchase of early exercised stock options | (21) | | | — | |
Proceeds from exercise of stock options | 12,813 | | | 13,845 | |
Proceeds from issuance of common stock under the employee stock purchase plan | 8,800 | | | 6,416 | |
Net cash provided by financing activities | 21,592 | | | 20,261 | |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (49,726) | | | (4,993) | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH–Beginning of period | 322,086 | | | 202,406 | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH–End of period | $ | 272,360 | | | $ | 197,413 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | |
Income taxes paid, net of refunds | $ | 2,468 | | | $ | 977 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | |
Stock-based compensation capitalized as internal-use software | $ | 7,656 | | | $ | 2,800 | |
| | | |
Property and equipment purchased but not yet paid | $ | 42 | | | $ | 525 | |
Internal-use software capitalized but not yet paid | $ | 12 | | | $ | 68 | |
| | | |
Vesting of early exercised stock options | $ | — | | | $ | 169 | |
| | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | |
SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
1.ORGANIZATION AND DESCRIPTION OF BUSINESS
Business
SentinelOne, Inc. (SentinelOne, the Company, we, our, or us) was incorporated in January 2013 in the State of Delaware. We are a cybersecurity provider that delivers an artificial intelligence-powered platform to enable autonomous cybersecurity defense. Our headquarters is located in Mountain View, California with various other global office locations.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 (GAAP), and applicable rules and regulations of the Securities and Exchange Commission (SEC), regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed with the SEC on March 27, 2024 (Annual Report).
In management’s opinion, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which reflect all normal recurring adjustments necessary to present fairly the results for the interim periods, but are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of SentinelOne and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ from these estimates, and such differences could be material to our condensed consolidated financial statements. There have been no material changes in our use of estimates during the six months ended July 31, 2024, as compared to the use of estimates disclosed in our Annual Report.
Significant Accounting Policies
There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim
| | |
SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.
Segment and Geographic Information
We have a single operating and reportable segment. Our chief operating decision maker (CODM) is our Chief Executive Officer. The CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and assessing financial performance. For information regarding our revenue by geography, see Note 3, Revenue and Contract Balances.
Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash to the total of these amounts shown in the condensed consolidated statements of cash flows (in thousands):
| | | | | | | | | | | |
| As of July 31, | | As of January 31, |
| 2024 | | 2024 |
Cash and cash equivalents | $ | 205,898 | | | $ | 256,651 | |
Restricted cash, current | 63,311 | | | 61,264 | |
Restricted cash, non-current | 3,151 | | | 4,171 | |
| $ | 272,360 | | | $ | 322,086 | |
Restricted cash, current and restricted cash, non-current is presented within other current assets and other assets in the condensed consolidated balance sheets, respectively.
3.REVENUE AND CONTRACT BALANCES
Disaggregation of Revenue
The following table summarizes revenue by geography based on the shipping address of end customers who have contracted to use our platform for the periods presented (in thousands, except percentages):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, 2024 | | Three Months Ended July 31, 2023 |
| Amount | | % of Revenue | | Amount | | % of Revenue |
United States | $ | 126,260 | | | 63 | % | | $ | 95,785 | | | 64 | % |
International | 72,677 | | | 37 | | | 53,636 | | | 36 | |
Total | $ | 198,937 | | | 100 | % | | $ | 149,421 | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended July 31, 2024 | | Six Months Ended July 31, 2023 |
| Amount | | % of Revenue | | Amount | | % of Revenue |
United States | $ | 244,502 | | | 63 | % | | $ | 181,456 | | | 64 | % |
International | 140,790 | | | 37 | | | 101,358 | | | 36 | |
Total | $ | 385,292 | | | 100 | % | | $ | 282,814 | | | 100 | % |
| | |
SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
No single country other than the United States represented 10% or more of our revenue during the three and six months ended July 31, 2024 and 2023.
Substantially all of our sales are fulfilled through our channel partners, including distributors, resellers, managed security service providers, and others.
Contract Balances
Contract assets consist of unbilled accounts receivable, which arise when a right to consideration for our performance under the customer contract occurs before invoicing the customer. The amount of unbilled accounts receivable included within accounts receivable, net on the condensed consolidated balance sheets was $5.9 million and $3.8 million as of July 31, 2024 and January 31, 2024, respectively.
Contract liabilities consist of deferred revenue, which represents invoices billed in advance of performance under a contract. Deferred revenue is recognized as revenue over the contractual period. The deferred revenue balance was $502.6 million and $514.5 million as of July 31, 2024 and January 31, 2024, respectively. We recognized revenue of $155.5 million and $92.3 million during the three months ended July 31, 2024 and 2023, respectively, and $262.2 million and $192.6 million during the six months ended July 31, 2024 and 2023, respectively, that was included in the corresponding contract liability balance at the beginning of the period.
Remaining Performance Obligations
Our contracts with customers typically range from one to three years. Revenue allocated to remaining performance obligations represents non-cancelable contract revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced in future periods.
For consumption and usage-based agreements with non-cancelable commitments, remaining performance obligations are determined based on the ratable recognition of the remaining commitment over the remaining contract term. The amount and timing of revenue recognition are generally dependent on customers’ future consumption, which is inherently variable at the customers’ discretion.
As of July 31, 2024, our remaining performance obligations were $944.3 million, of which we expect to recognize 87% as revenue over the next 24 months, with the remainder to be recognized thereafter.
4.ACQUISITIONS
PingSafe
On February 1, 2024, we completed our acquisition of PingSafe Pte. Ltd. (PingSafe) to provide customers with a fully integrated platform that drives better automation across their entire cloud footprint. We acquired 100% of the shares of PingSafe for total consideration of approximately $59.2 million in cash and 2,354,607 shares of our Class A common stock. The acquisition was accounted for as business combinations in accordance with ASC Topic 805, Business Combinations (ASC Topic 805).
The purchase price of the acquisition amounted to $83.0 million, which was primarily allocated to intangible assets of $11.3 million and goodwill of $72.9 million. We had post-combination expense with a fair value of $46.9 million that was not included in the purchase price for the acquisition, which is comprised of 1,497,212 shares of restricted common stock with an aggregate fair value of $41.2 million, and 214,976 assumed options with an aggregate fair value of $5.7 million of post-combination expense and $0.2 million included in the purchase price. Restricted common stock and assumed options will be recognized as stock-based compensation expense. All post-combination expense is expected to be recognized through February 2028. Post-combination compensation expense is subject to adjustment based on continuing service obligations to us of certain stockholders of PingSafe.
In connection with the acquisition of PingSafe, we also granted restricted stock units (RSUs) under our 2021 Equity Incentive Plan. For further details refer to Note 7, Stock-Based Compensation.
| | |
SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
The following table presents the preliminary allocation of purchase consideration recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands):
| | | | | |
| Amount |
Consideration: | |
Cash | $ | 56,789 | |
Common stock (2,354,607 shares)(1) | 23,570 | |
Assumed options | 169 | |
Holdback subject to indemnification claims | 2,452 | |
Fair value of total consideration transferred | 82,980 | |
| |
Cash and cash equivalents | $ | 2,003 | |
Accounts receivable | 542 | |
Prepaid expenses and other current assets | 331 | |
Intangible assets | 11,300 | |
Accrued payroll and benefits | (2) | |
Accrued liabilities | (590) | |
Deferred revenue | (671) | |
Other long-term liabilities | (2,820) | |
Total identifiable net assets and liabilities | 10,093 | |
Goodwill | 72,887 | |
Total purchase consideration | $ | 82,980 | |
(1) Consideration calculated using the fair value of our Class A common stock. The fair value of the 2,354,607 shares of Class A common stock issued as part of the consideration paid for PingSafe was determined on the basis of the closing market price of our Class A common stock on the acquisition date.
The excess of the purchase price over the fair value of net tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits resulting from the acquisition that will enhance the value of our platform for both new and existing customers and strengthen our competitive position.
The following table sets forth the preliminary amounts allocated to the intangible assets identified as of the date of acquisition, their estimated useful lives, and the amortization classification in the condensed consolidated statements of operations:
| | | | | | | | | | | | | | | | | |
| Fair Value | | Useful Life | | Amortization classification |
| (in thousands) | | (in years) | |
Customer relationships | $ | 2,700 | | | 7 | | Sales and marketing |
Developed technology | 8,600 | | | 5 | | Cost of revenue |
Total intangible assets acquired | $ | 11,300 | | | | | |
| | |
SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
Stride
On February 1, 2024, we acquired 100% of the issued and outstanding equity securities of Stride Security Ltd. (Stride), a security automation company, to add hyper-automation across our Singularity platform. The acquisition was accounted for as business combinations in accordance with ASC Topic 805.
The purchase price of the acquisition amounted to $7.5 million, which was primarily allocated to developed technology of $0.4 million and goodwill of $7.3 million. Goodwill represents the future benefits as a result of the acquisition that will enhance our product available to both new and existing customers and increase our competitive position. Developed technology will be amortized to cost of revenue on a straight-line basis over the estimated useful life of five years.
We have incurred $0.3 million and $2.7 million of transaction expenses, respectively, in connection with the PingSafe and Stride acquisitions during the three and six months ended July 31, 2024. The costs were recorded as general and administrative expenses in our condensed consolidated statements of operations.
The estimates and assumptions regarding the fair value of certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes, and goodwill are preliminary and subject to change as we obtain additional information during the measurement period, which usually lasts for up to one year from the acquisition date. The goodwill acquired in both acquisitions are not deductible in local jurisdictions.
The results of operations of PingSafe and Stride have been included in the condensed consolidated financial statements from the date of each acquisition and would not have had a material impact on our combined results of operation if the acquisitions had occurred on February 1, 2023.
The pro forma impact of the PingSafe and Stride business combinations completed during the three and six months ended July 31, 2024 was not material to our historical consolidated operating results and is therefore not presented, except for stock-based compensation expense related to restricted common stock issued in connection with the acquisition of PingSafe as disclosed in Note 7, Stock-Based Compensation. During the three and six months ended July 31, 2024, we recorded $4.2 million and $7.9 million, respectively, of stock-based compensation expense related to the PingSafe acquisition.
As of July 31, 2024 and January 31, 2024, we had outstanding short-term acquisition-related liabilities of $64.2 million and $59.6 million, respectively, related to deferred purchase consideration which are presented as accrued liabilities in the condensed consolidated balance sheet.
| | |
SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
5.INTANGIBLE ASSETS
Intangible assets, net consisted of the following (in thousands):
| | | | | | | | | | | |
| As of July 31, | | As of January 31, |
| 2024 | | 2024 |
Developed technology | $ | 87,700 | | | $ | 78,700 | |
Customer relationships | 85,000 | | | 82,300 | |
Backlog | 11,100 | | | 11,100 | |
Non-compete agreements | 650 | | | 650 | |
Trademarks | 150 | | | 150 | |
Patents | 5,140 | | | 5,016 | |
Total finite-lived intangible assets | 189,740 | | | 177,916 | |
Less: accumulated amortization | (69,688) | | | (55,268) | |
Total finite-lived intangible assets, net | $ | 120,052 | | | $ | 122,648 | |
Indefinite-lived intangible assets - domain names | 255 | | | 255 | |
Total intangible assets, net | $ | 120,307 | | | $ | 122,903 | |
Amortization expense of intangible assets was $6.6 million and $7.2 million for the three months ended July 31, 2024 and 2023, respectively, and $14.3 million and $14.2 million for the six months ended July 31, 2024 and 2023, respectively.
As of July 31, 2024, estimated future amortization expense is as follows (in thousands):
| | | | | | | | |
Fiscal Year Ending January 31, | | |
Remainder of 2025 | | $ | 13,194 | |
2026 | | 26,174 | |
2027 | | 26,174 | |
2028 | | 16,414 | |
2029 | | 10,579 | |
Thereafter | | 27,517 | |
Total | | $ | 120,052 | |
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SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
6.CASH AND CASH EQUIVALENTS, INVESTMENTS, AND FAIR VALUE MEASUREMENTS
The following tables summarize information about our cash, cash equivalents, and investments by investment category as of July 31, 2024 and January 31, 2024 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of July 31, 2024 |
| Fair Value Level | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Assets | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | |
Cash | Level 1 | | $ | 86,970 | | | $ | — | | | $ | — | | | $ | 86,970 | |
Money market funds | Level 1 | | 118,928 | | | — | | | — | | | 118,928 | |
| | | | | | | | | |
| | | | | | | | | |
Total cash and cash equivalents | | | $ | 205,898 | | | $ | — | | | $ | — | | | $ | 205,898 | |
Short-term investments: | | | | | | | | | |
U.S. Treasury securities | Level 1 | | $ | 134,506 | | | $ | 16 | | | $ | (105) | | | $ | 134,417 | |
| | | | | | | | | |
Corporate notes and bonds | Level 2 | | 199,574 | | | 20 | | | (370) | | | 199,224 | |
U.S. agency securities | Level 2 | | 168,870 | | | 23 | | | (260) | | | 168,633 | |
Total short-term investments | | | $ | 502,950 | | | $ | 59 | | | $ | (735) | | | $ | 502,274 | |
Long-term investments: | | | | | | | | | |
U.S. Treasury securities | Level 1 | | $ | 141,343 | | | $ | 791 | | | $ | — | | | $ | 142,134 | |
| | | | | | | | | |
Corporate notes and bonds | Level 2 | | 214,371 | | | 565 | | | (32) | | | 214,904 | |
U.S. agency securities | Level 2 | | 37,419 | | | 63 | | | (18) | | | 37,464 | |
Total long-term investments | | | $ | 393,133 | | | $ | 1,419 | | | $ | (50) | | | $ | 394,502 | |
| | | | | | | | | |
Total assets measured at fair value | | | $ | 1,101,981 | | | $ | 1,478 | | | $ | (785) | | | $ | 1,102,674 | |
| | |
SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of January 31, 2024 |
| Fair Value Level | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Assets | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | |
Cash | Level 1 | | $ | 43,925 | | | $ | — | | | $ | — | | | $ | 43,925 | |
Money market funds | Level 1 | | 204,481 | | | — | | | — | | | 204,481 | |
Certificates of deposit | Level 2 | | 8,245 | | | — | | | — | | | 8,245 | |
| | | | | | | | | |
| | | | | | | | | |
Total cash and cash equivalents | | | $ | 256,651 | | | $ | — | | | $ | — | | | $ | 256,651 | |
Short-term investments: | | | | | | | | | |
U.S. Treasury securities | Level 1 | | $ | 234,776 | | | $ | — | | | $ | (1,053) | | | $ | 233,723 | |
| | | | | | | | | |
Corporate notes and bonds | Level 2 | | 279,248 | | | 12 | | | (1,068) | | | 278,192 | |
U.S. agency securities | Level 2 | | 157,873 | | | 18 | | | (501) | | | 157,390 | |
Total short-term investments | | | $ | 671,897 | | | $ | 30 | | | $ | (2,622) | | | $ | 669,305 | |
Long-term investments: | | | | | | | | | |
U.S. Treasury securities | Level 1 | | $ | 27,175 | | | $ | 121 | | | $ | — | | | $ | 27,296 | |
| | | | | | | | | |
Corporate notes and bonds | Level 2 | | 69,970 | | | 279 | | | (67) | | | 70,182 | |
U.S. agency securities | Level 2 | | 90,924 | | | 303 | | | (48) | | | 91,179 | |
Total long-term investments | | | $ | 188,069 | | | $ | 703 | | | $ | (115) | | | $ | 188,657 | |
| | | | | | | | | |
Total assets measured at fair value | | | $ | 1,116,617 | | | $ | 733 | | | $ | (2,737) | | | $ | 1,114,613 | |
We invest in highly rated securities with a weighted average maturity of 18 months or less. As of July 31, 2024, all of our investments will mature within two years.
There were no transfers between the levels of the fair value hierarchy during the three and six months ended July 31, 2024 and 2023.
As of July 31, 2024, we determined that the declines in the market value of our investment portfolio were not driven by credit related factors. During the three and six months ended July 31, 2024 and 2023, we did not recognize any losses on our investments due to credit-related factors. As of July 31, 2024, we had $0.6 million in continuous unrealized loss positions for more than twelve months on securities with a total fair value of $294.5 million.
The tables above do not include the Company’s strategic investments in non-marketable debt and equity securities, recorded at cost, less any impairment, plus or minus observable price changes in orderly transactions for identical or similar investments of the same issuer (the Measurement Alternative) and were $22.7 million and $16.1 million as of July 31, 2024 and January 31, 2024, respectively. Receivables related to strategic investments are classified as prepaid expenses and other current assets and other assets on the condensed consolidated balance sheet. As of July 31, 2024 and January 31, 2024, the balance of such receivables were $1.4 million and $1.1 million, respectively.
During the three and six months ended July 31, 2024 and July 31, 2023, the Company incurred no impairment charges on its non-marketable strategic investments. During the three and six months ended July 31, 2024 and July 31, 2023, the Company recognized realized gains on its non-marketable strategic investments of $0.3 million and $2.0 million, respectively.
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SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
7.STOCK-BASED COMPENSATION
Stock-Based Compensation Expense
The components of stock-based compensation expense recognized in the condensed consolidated statements of operations consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Cost of revenue | $ | 5,564 | | | $ | 4,068 | | | $ | 10,433 | | | $ | 8,241 | |
Research and development | 20,811 | | | 15,452 | | | 38,276 | | | 30,242 | |
Sales and marketing | 18,882 | | | 13,681 | | | 36,956 | | | 26,277 | |
General and administrative | 19,420 | | | 20,705 | | | 37,565 | | | 44,695 | |
Restructuring | — | | | (1,060) | | | — | | | (1,060) | |
Total | $ | 64,677 | | | $ | 52,846 | | | $ | 123,230 | | | $ | 108,395 | |
Restricted Stock Units
A summary of our RSU activity is as follows:
| | | | | | | | | | | |
| Number of RSUs | | Weighted-Average Grant Date Fair Value |
Outstanding as of January 31, 2024 | 26,079,887 | | | $ | 20.29 | |
Granted | 10,747,191 | | | 23.35 | |
Released | (4,570,788) | | | 21.06 | |
Forfeited | (2,708,604) | | | 21.57 | |
Outstanding as of July 31, 2024 | 29,547,686 | | | $ | 21.17 | |
As of July 31, 2024, we had unrecognized stock-based compensation expense related to unvested RSUs of $570.1 million that is expected to be recognized on a straight-line basis over a weighted-average period of 2.9 years.
Performance Stock Units
In March 2024, we granted Performance Stock Units (PSUs) to certain executives subject to predetermined service-based and performance-based vesting conditions. These PSUs may vest from 0% to 225% of the number of target shares based on the achievement of certain financial performance metrics and will vest contingently over a period of one to four years, subject to continuous service with us. During the three and six months ended July 31, 2024, we have recorded $0.9 million and $1.6 million, respectively, of stock-based compensation expense related to these PSUs.
A summary of our PSU activity is as follows:
| | | | | | | | | | | |
| Number of PSUs | | Weighted-Average Grant Date Fair Value |
Outstanding as of January 31, 2024 | 1,326,570 | | | $ | 15.97 | |
Granted | 219,301 | | | 22.09 | |
Released | — | | | — | |
Forfeited | (993,200) | | | 15.46 | |
Outstanding as of July 31, 2024 | 552,671 | | | $ | 19.31 | |
As of July 31, 2024, we had unrecognized stock-based compensation expense related to unvested PSUs of $4.6 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.2 years.
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SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
Stock Options
A summary of our stock option activity is as follows:
| | | | | | | | | | | | | | | |
| Number of Options | | Weighted-Average Exercise Price | | | | |
Outstanding as of January 31, 2024 | 21,159,850 | | | $ | 5.63 | | | | | |
Assumed options from PingSafe acquisition | 214,976 | | | 0.25 | | | | | |
Exercised | (3,820,697) | | | 3.35 | | | | | |
Forfeited | (167,879) | | | 7.93 | | | | | |
Outstanding as of July 31, 2024 | 17,386,250 | | | 6.04 | | | | | |
Vested and expected to vest as of July 31, 2024 | 17,386,250 | | | 6.04 | | | | | |
Vested and exercisable as of July 31, 2024 | 13,338,705 | | | $ | 5.13 | | | | | |
As of July 31, 2024, we had unrecognized stock-based compensation expense related to unvested options of $38.8 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.7 years.
Milestone Options
As of July 31, 2024, we had unvested milestone options to purchase 1,404,605 shares of Class B common stock subject to service-based, performance-based and market-based vesting conditions to our Chief Executive Officer and Chief Financial Officer under our 2013 Equity Incentive Plan.
During the three and six months ended July 31, 2024, we recorded $0.9 million and $1.8 million, respectively, of stock-based compensation expense related to these milestone options. During the three and six months ended July 31, 2023, we recorded $0.9 million and $1.8 million, respectively, of stock-based compensation expense. As of July 31, 2024, we had unrecognized stock-based compensation expense related to these milestone options of $7.4 million that is expected to be recognized over the remaining implied service period of 2.1 years.
Restricted Common Stock
In connection with the acquisition of PingSafe, we issued 1,497,212 shares of restricted Class A common stock. We recorded stock-based compensation expense related to these restricted shares of $3.4 million and $6.8 million, respectively, during the three and six months ended July 31, 2024. As of July 31, 2024, we had unrecognized stock-based compensation expense related to this unvested restricted common stock of $34.4 million that is expected to be recognized on a straight-line basis over a weighted-average period of 1.25 years.
Employee Stock Purchase Plan
We recognized stock-based compensation expense related to the Employee Stock Purchase Plan (ESPP) of $2.0 million and $3.7 million, respectively, during the three and six months ended July 31, 2024. We recognized stock-based compensation expense of $2.9 million and $5.9 million, respectively, during the three and six months ended July 31, 2023.
Modification
During fiscal 2025 and 2024, certain members of our management team converted to non-employee consultants or to positions that no longer provide substantive service to the Company (Management Transitions). These Management Transitions have been accounted for as modifications, under which, the exercise period of certain vested awards has been extended and a certain number of unvested awards will vest through the end of the agreements entered into in connection with the Management Transitions.
During the three and six months ended July 31, 2024, we recognized an incremental charge of $0.3 million and $0.3 million, respectively, related to the Management Transitions. During the three and six months ended July 31, 2023, we recognized an incremental charge of $2.0 million and $4.0 million, respectively.
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SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
8.INCOME TAXES
We compute our tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date income from continuing operations and adjusting for discrete items arising in that quarter.
We had an effective tax rate of (3.3)% and (1.7)% for the three months ended July 31, 2024 and 2023, respectively, and (2.7)% and (1.3)% for the six months ended July 31, 2024 and 2023, respectively. We have incurred U.S. operating losses and have profits or offsetting loss carryforwards in certain foreign jurisdictions.
9.NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. For purposes of this calculation, stock options, restricted common stock, RSUs, PSUs, and shares purchased pursuant to our ESPP are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented.
The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis.
Basic and diluted net loss per share attributable to common stockholders was as follows (in thousands, except share and per share data):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Numerator: | | | | | | | |
Net loss attributable to Class A and Class B common stockholders | $ | (69,184) | | | $ | (89,538) | | | $ | (139,289) | | | $ | (196,407) | |
Denominator: | | | | | | | |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted | 312,615,531 | | | 293,170,401 | | | 310,358,089 | | | 290,775,910 | |
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted | $ | (0.22) | | | $ | (0.31) | | | $ | (0.45) | | | $ | (0.68) | |
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SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
The following potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive:
| | | | | | | | | | | |
| As of July 31, |
| 2024 | | 2023 |
RSUs and PSUs | 30,482,324 | | | 27,045,302 | |
Stock options | 17,386,250 | | | 26,841,089 | |
Restricted common stock | 1,501,328 | | | 22,393 | |
ESPP | 1,094,963 | | | 190,723 | |
Shares subject to repurchase | — | | | 36,452 | |
| | | |
Total | 50,464,865 | | | 54,135,959 | |
10.COMMITMENTS AND CONTINGENCIES
Legal Contingencies
From time to time, we may be a party to various legal proceedings and subject to claims in the ordinary course of business.
Securities Litigation
On June 6, 2023, a securities class action was filed against us, our Chief Executive Officer and our Chief Financial Officer, in the Northern District of California, captioned Johansson v. SentinelOne, Inc., Case No. 4:23-cv-02786. The suit is brought on behalf of an alleged class of stockholders who purchased or acquired shares of the Company’s Class A common stock between June 1, 2022 and June 1, 2023. The complaint alleged that defendants made false or misleading statements about our business, operations and prospects, including its annual recurring revenues and internal controls, and purports to assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act). A substantially similar suit was filed on June 16, 2023 in the same court against the same defendants asserting the same claims, captioned Nyren v. SentinelOne, Inc., Case No. 4:23-cv-02982. On October 4, 2023, the court issued an order consolidating both cases under the caption In re SentinelOne, Inc. Securities Litigation Case No. 4:23-cv-02786 and appointing a lead plaintiff. Defendants filed a motion to dismiss the consolidated complaint. On July 2, 2024, the District Court granted defendants’ motion, dismissing the consolidated complaint with leave for plaintiff to amend the complaint. Plaintiff filed an amended complaint on August 1, 2024. We believe the case is without merit and defendants intend to defend the suit vigorously.
Derivative Litigation
On January 10, 2024, Plaintiff Walter Stochevski, derivatively on behalf of SentinelOne, filed a shareholder derivative complaint against SentinelOne and certain of its current and former directors and officers in the United States District Court for the District of Delaware, which was subsequently transferred to the United States District Court for the Northern District of California. The complaint alleges claims based on events similar to those in the securities class action and asserts causes of action against the individual defendants for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, and for making false and misleading statements about our business, operations, and prospects in violation of Section 10(b) of the Exchange Act. This matter has been consolidated with Newman, below, under the caption In re SentinelOne, Inc. Stockholder Derivative Litigation, Case No. 4:24-cv-01934, and both matters are stayed.
On March 29, 2024, Plaintiff Joel Newman, derivatively on behalf of SentinelOne, filed a shareholder derivative complaint against SentinelOne and certain of its current and former directors and officers in the United States District Court for the Northern District of California, alleging claims based on events similar to those in the securities class action and the Stochevski action, above, and asserting causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, and control person claims under Section 20(a) of the
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SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
Exchange Act. This matter has been consolidated with Stochevski, above, under the caption In re SentinelOne, Inc. Stockholder Derivative Litigation, Case No. 4:24-cv-01934, and both matters are stayed.
Fortis Litigation
In September 2023, Fortis Advisors LLC (Fortis), in its capacity as the representative for the stockholders of Attivo, filed an action against the Company in Delaware Chancery Court asserting claims arising out of the Attivo Acquisition. The case is captioned Fortis Advisors LLC v. SentinelOne, Inc., Case No. 2023-0946-VLM.
In June 2023, the Company sent a letter to Fortis seeking indemnification for certain claims, including for breaches by Attivo of its representations and warranties in the merger agreement. Fortis is now seeking a declaratory judgment that the Company is not entitled to indemnification for the claims it has asserted, and that Fortis should recover the funds held in escrow. Fortis also alleges that the Company breached its representations and warranties in the merger agreement because its SEC filings allegedly contained materially false or misleading statements about the Company’s annual recurring revenues. The Company believes Fortis’ claims are without merit and intends to defend the suit vigorously. On November 3, 2023, the Company filed its answer to Fortis’ complaint. On the same day, the Company filed counterclaims against Fortis, in its capacity as the representative of the stockholders of Attivo, based on Attivo’s breach of several of its representations, warranties and covenants in the merger agreement. The Company’s counterclaims seek an order directing Fortis to comply with its contractual obligations to release funds set aside to indemnify the Company for its losses and any additional damages in excess of the indemnity fund.
We believe that there are no other pending or threatened legal proceedings that are likely to have a material adverse effect on our condensed consolidated financial statements.
Warranties and Indemnification
Our services are generally warranted to deliver and operate in a manner consistent with general industry standards that are reasonably applicable and materially conform with our documentation under normal use and circumstances. Our contracts generally include certain provisions for indemnifying customers against liabilities if our products or services infringe a third party’s intellectual property rights.
We also offer a limited warranty to certain customers, subject to certain conditions, to cover certain costs incurred by the customer in case of a cybersecurity breach. We have a cybersecurity liability policy that may cover our customers’ actual damages. We have not incurred any material costs related to such obligations and have not accrued any liabilities related to such obligations in the condensed consolidated financial statements as of July 31, 2024 and January 31, 2024.
In addition, we also indemnify certain of our directors and executive officers against certain liabilities that may arise while they are serving in good faith in their company capacities. We maintain director and officer liability insurance coverage that would generally enable us to recover a portion of any future amounts paid.
11.EMPLOYEE BENEFIT PLAN
Our U.S. employees participate in a 401(k) defined contribution plan sponsored by us. Contributions to the plan are discretionary. There were $0.4 million and $0.6 million, in matching contributions for the three months ended July 31, 2024 and 2023, respectively. There were $1.8 million and $2.1 million, matching contributions for the six months ended July 31, 2024 and 2023, respectively.
Israeli Severance Pay
Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (Section 14), all of our employees in Israel are entitled to monthly deposits made in their name with insurance companies, at a rate of 8.33% of their monthly salary.
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SENTINELONE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
These payments release us from any future severance payment obligation with respect to these employees; as such, any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset on our condensed consolidated balance sheets. We recorded severance expenses related to these employees of $0.8 million and $0.9 million, respectively, for the three months ended July 31, 2024 and 2023. We recorded severance expenses related to these employees of $1.7 million and $1.8 million, respectively, for the six months ended July 31, 2024 and 2023.
12.RESTRUCTURING
In June 2023, we announced a restructuring plan (Plan) as a result of a review of current strategic priorities, resource allocation, and cost reduction intended to reduce operating costs, improve operating margins and continue advancing our ongoing commitment to profitable growth. The Plan includes a reduction of our workforce by approximately 5%, or approximately 100 full-time employees. We incurred approximately $4.9 million in charges in connection with the Plan in the three months ended July 31, 2023, which consists of $5.3 million in charges related to severance payments and employee benefits, $0.7 million related to inventory write-offs, offset partially by $1.1 million in savings related to the reversal on stock-based compensation expense. Note that the charges related to inventory write-offs are recognized as cost of sales and not restructuring operating expenses in our condensed consolidated financial statements of operations. These costs were paid as of July 31, 2024. The actions associated with the Plan are expected to be fully complete by the end of fiscal 2025, subject to finalizing the disposition of certain office space.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed with the U.S. Securities and Exchange Commission, (SEC), on March 27, 2024. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note About Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading “Risk Factors” in this Quarterly Report on Form 10-Q for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. Our fiscal year ends on January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ended January 31, 2025 and January 31, 2024 are referred to herein as fiscal 2025 and fiscal 2024, respectively.
Unless the context otherwise requires, all references in this report to “SentinelOne,” the “Company,” “we,” “our,” “us,” or similar terms refer to SentinelOne, Inc. and its subsidiaries.
Overview
We founded SentinelOne in 2013 with a dramatically new approach to cybersecurity.
We pioneered the world’s first purpose-built AI-powered extended detection and response (XDR) platform to make cybersecurity defense truly autonomous, from the endpoint and beyond. Our Singularity Platform instantly defends against cyberattacks — performing at a faster speed, greater scale, and higher accuracy than otherwise possible from a human-powered approach.
Our Singularity Platform ingests, correlates, and queries petabytes of structured and unstructured data from a myriad of ever-expanding disparate external and internal sources in real-time. We build rich context and deliver greater visibility by constructing a dynamic representation of data across an organization. As a result, our AI models are highly accurate, actionable, and autonomous. Our distributed AI models run both locally on every endpoint and every cloud workload, as well as on our cloud platform. Our Static and vector-agnostic Behavioral AI models, which run on the endpoints themselves, provide our customers with protection even when their devices are not connected to the cloud. In the cloud, our Streaming AI detects anomalies that surface when multiple data feeds are correlated. By providing full visibility into the Storyline of every secured device across the organization through one console, our platform makes it very fast for analysts to easily search through petabytes of data to investigate incidents and proactively hunt threats. We have extended our control and visibility planes beyond the traditional endpoint to unmanaged IoT devices.
Our Singularity Platform can be flexibly deployed on the environments that our customers choose, including public, private, or hybrid clouds. Our feature parity across Windows, macOS, Linux, and Kubernetes offers best-of-breed protection, visibility, and control across today’s heterogeneous IT environments. Together, these capabilities make our platform the logical choice for organizations of all sizes, industry verticals, and compliance requirements. Our platform offers true multi-tenancy, which enables some of the world’s largest organizations and our managed security providers and incident response partners with an excellent management experience. Our customers realize improved cybersecurity outcomes with fewer people.
We generate substantially all of our revenue by selling subscriptions to our Singularity Platform. Our subscription tiers include Singularity Core, Singularity Control, and Singularity Complete. We also offer product bundles that include Singularity Commercial and Singularity Enterprise. Additionally, customers can extend the functionality of our platform through our subscription Singularity Modules. We generally price our subscriptions
and modules on a per agent basis, and each agent generally corresponds with an endpoint, server, virtual machine, or container.
Our subscription contracts typically range from one to three years. We recognize subscription revenue ratably over the term of a contract. Most of our contracts are for terms representing annual increments, therefore contracts generally come up for renewal in the same period in subsequent years. The timing of large multi-year enterprise contracts can create some variability in subscription order levels between periods, though the impact to our revenue in any particular period is limited as a result of ratable revenue recognition.
Our go-to-market strategy is focused on acquiring new customers and driving expanded usage of our platform by existing customers. Our sales organization is comprised of our enterprise sales, inside sales and customer solutions engineering teams. It leverages our global network of independent software vendors (ISVs), alliance partners, and channel partners for prospect access. Additionally, our sales teams work closely with our customers, channel partners, and alliance partners to drive adoption of our platform, and our software solutions are fulfilled through our channel partners. Our channel partners include some of the world’s largest resellers and distributors, managed service providers (MSPs), managed security service providers (MSSPs), managed detection and response providers (MDRs), original equipment manufacturers (OEMs), and incident response (IR) firms. Once customers experience the benefits of our platform, they often upgrade their subscriptions to benefit from the full range of our XDR, IT, and security operations capabilities. Additionally, many of our customers adopt Singularity Modules over time to extend the functionality of our platform and increase their coverage footprint. The combination of platform upgrades and extended modules drives our powerful land-and-expand motion.
Our Singularity Platform is used globally by organizations of all sizes across a broad range of industries. We had 1,233 customers with annualized recurring revenue (ARR) of $100,000 or more as of July 31, 2024, up from 994 as of July 31, 2023. We define ARR as the annualized revenue run rate of our subscription and consumption and usage-based agreements at the end of a reporting period, assuming contracts are renewed on their existing terms for customers that are under contracts with us. As of July 31, 2024, no single end customer accounted for more than 3% of our ARR. Our revenue outside of the U.S. represented 37% and 36% for the three months ended July 31, 2024 and 2023, respectively, illustrating the global nature of our solutions.
We have grown rapidly since our inception. Our revenue was $198.9 million and $149.4 million for the three months ended July 31, 2024 and 2023, respectively, representing year-over-year growth of 33%. Our revenue was $385.3 million and $282.8 million for the six months ended July 31, 2024 and 2023, respectively, representing year-over-year growth of 36%. During this period, we continued to invest in growing our business to capitalize on our market opportunity. As a result, our net loss for the three months ended July 31, 2024 and 2023 was $69.2 million and $89.5 million, respectively, and our net loss for the six months ended July 31, 2024 and 2023 was $139.3 million and $196.4 million, respectively.
Impact of Global Macroeconomic and Geopolitical Conditions
Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer behavior. Worsening economic conditions, including inflation, interest rate volatility, slower growth, potential recession, fluctuations in foreign exchange rates, actual or perceived instability in the global banking industry, potential uncertainty with respect to the federal debt ceiling and budget and other changes in economic conditions, and the impact of natural or man-made global events, including wars and other regional geopolitical armed conflict, such as the conflicts in the Middle East, Ukraine and tensions between China and Taiwan, may result in decreased sales productivity and growth and adversely affect our results of operations and financial performance. As a result of the current macroeconomic environment, we have recently experienced certain impacts on our business, including a decline in usage and consumption patterns from certain customers, especially larger enterprise customers, longer sales cycles, and deal downsizing by new customers and of renewals by existing customers, especially larger enterprises.
We intend to continue to monitor global macroeconomic conditions closely and may determine to take certain financial or operational actions in response to such conditions to the extent our business begins to be adversely impacted.
We maintain an office in Tel Aviv, Israel and had approximately 12% of our personnel in Israel as of July 31, 2024. We are closely monitoring the events of the armed conflict in the Middle East which began in October 2023. While this conflict is still evolving, to date, the conflict has not had an adverse impact on our business and results of operations. However, if the conflict continues to worsen or intensify, any business interruptions or spillover effects could adversely affect our business and operations.
We are unable to predict the full impact that global macroeconomic or other geopolitical factors will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the actions that may be taken by government authorities across the U.S. or other countries, changes in central bank policies and interest rates, rates of inflation, potential uncertainty with respect to the federal debt ceiling and budget, regional geopolitical conflicts, the impact to our customers, partners, and suppliers, and other factors described in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Key Business Metrics and Non-GAAP Financial Measures
We monitor the following key metrics and non-GAAP financial measures to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.
Revenue
We discuss revenue below under “Components of Our Results of Operations.”
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
| (in thousands) |
Revenue | $ | 198,937 | | | $ | 149,421 | | | $ | 385,292 | | | $ | 282,814 | |
Non-GAAP operating loss
In addition to our results determined in accordance with U.S. generally accepted accounting principles (GAAP), we use non-GAAP operating loss as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance. We believe that non-GAAP operating loss provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this measure excludes, among other expenses, expenses that we do not consider to be indicative of our overall operating performance. Non-GAAP operating loss is calculated as GAAP operating loss adjusted to exclude amortization of acquired intangible assets, acquisition-related compensation, stock-based compensation expense, payroll tax on employee stock transactions, and restructuring charges.
Non-GAAP operating loss has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP, including GAAP operating loss. Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures, including non-GAAP operating loss, differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As a result, our non-GAAP operating loss is presented for supplemental informational purposes only.
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| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
| (in thousands) | | |
Non-GAAP operating loss | $ | (6,359) | | | $ | (33,427) | | | $ | (17,440) | | | $ | (84,186) | |
A reconciliation of non-GAAP operating loss to GAAP operating loss, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, is provided below:
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| | Three Months Ended July 31, | | Six Months Ended July 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| | (in thousands) |
GAAP operating loss | | $ | (79,381) | | | $ | (100,357) | | | $ | (159,981) | | | $ | (215,734) | |
Stock-based compensation expense | | 64,677 | | | 52,846 | | | 123,230 | | | 108,395 | |
Employer payroll tax on employee stock transactions | | 1,038 | | | 352 | | | 3,226 | | | 1,476 | |
Amortization of acquired intangible assets | | 6,448 | | | 7,093 | | | 14,123 | | | 13,973 | |
Acquisition-related compensation | | 858 | | | 604 | | | 1,961 | | | 1,669 | |
Inventory write-offs due to restructuring | | — | | | 720 | | | — | | | 720 | |
Other restructuring charges | | — | | | 5,315 | | | — | | | 5,315 | |
Non-GAAP operating loss* | | $ | (6,359) | | | $ | (33,427) | | | $ | (17,440) | | | $ | (84,186) | |
* Certain figures may not sum due to rounding.
Annualized Recurring Revenue
We believe that ARR is a key operating metric to measure our business because it is driven by our ability to acquire new subscription and consumption and usage-based customers, and to maintain and expand our relationship with existing customers. ARR represents the annualized revenue run rate of our subscription and consumption and usage-based agreements at the end of a reporting period, assuming contracts are renewed on their existing terms for customers that are under contracts with us. ARR is an operational metric and is not a non-GAAP metric. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates, usage, renewal rates, and other contractual terms.
| | | | | | | | | | | |
| As of July 31, |
| 2024 | | 2023 |
| (in thousands) |
Annualized recurring revenue | $ | 806,017 | | | $ | 612,210 | |
ARR grew 32% year-over-year to $806.0 million as of July 31, 2024, primarily due to high growth in the number of new customers purchasing our subscriptions and to additional purchases by existing customers.
Customers with ARR of $100,000 or More
We believe that our ability to increase the number of customers with ARR of $100,000 or more is an indicator of our market penetration and strategic demand for our platform. We define a customer as an entity that has an active subscription for access to our platform. We count MSPs, MSSPs, MDRs, and OEMs, who may purchase our products on behalf of multiple companies, as a single customer. We do not count our reseller or distributor channel partners as customers.
| | | | | | | | | | | |
| As of July 31, |
| 2024 | | 2023 |
| | | |
Customers with ARR of $100,000 or more | 1,233 | | | 994 | |
Customers with ARR of $100,000 or more grew 24% year-over-year to 1,233 as of July 31, 2024, primarily due to growth in the ARR of existing customers from additional purchases and to growth in the average size of purchases by new customers.
Dollar-Based Net Retention Rate
We believe that our ability to retain and expand our revenue generated from our existing customers is an indicator of the long-term value of our customer relationships and our potential future business opportunities. NRR measures the percentage change in our ARR derived from our customer base at a point in time. To calculate NRR,
we first determine Prior Period ARR, which is ARR from the population of our customers as of 12 months prior to the end of a particular reporting period. We then calculate Net Retention ARR, which represents the total ARR at the end of a particular reporting period from the same set of customers that is used to determine Prior Period ARR. Net Retention ARR includes any expansion, and is net of contraction and attrition associated with that set of customers. NRR represents the quotient obtained by dividing Net Retention ARR by Prior Period ARR.
Our NRR remained in expansionary territory as of July 31, 2024, driven by existing customers adoption of additional endpoint licenses and adjacent platform solutions. A larger portion of our business mix was driven by new customers in 2024, which will open doors for platform adoption over time. We see significant long-term expansion potential based on high customer retention rates, expanding product categories, and early-stage adoption from our installed base.
Components of Our Results of Operations
Revenue
We generate substantially all of our revenue from subscriptions to our Singularity Platform. Customers can extend the functionality of their subscription to our platform by subscribing to additional Singularity Modules. Subscriptions provide access to hosted software. The nature of our promise to the customer under the subscription is to provide protection for the duration of the contractual term and as such is considered as a series of distinct services. Our arrangements may include fixed consideration, variable consideration, or a combination of the two. Fixed consideration is recognized over the term of the arrangement or longer if the fixed consideration relates to a material right. Variable consideration in these arrangements is typically a function of transaction volume or another usage-based measure. Depending upon the structure of a particular arrangement, we (i) allocate the variable amount to each distinct service period within the series and recognize revenue as each distinct service period is performed (i.e., direct allocation), (ii) estimate total variable consideration at contract inception (giving consideration to any constraints that may apply and updating the estimates as new information becomes available) and recognize the total transaction price over the period to which it relates, or (iii) apply the “right to invoice” practical expedient and recognize revenue based on the amount invoiced to the customer during the period. Premium support and maintenance and other Singularity Modules are distinct from subscriptions and are recognized ratably over the term as the performance obligations are satisfied.
We invoice our customers upfront upon signing for the entire term of the contract, periodically, or in arrears. Most of our subscription contracts have a term of one to three years.
Cost of Revenue
Cost of revenue consists primarily of third-party cloud infrastructure expenses incurred in connection with the hosting and maintenance of our platform. Cost of revenue also consists of personnel-related costs associated with our customer support and services organization, including salaries, benefits, bonuses, and stock-based compensation, amortization of acquired intangible assets, amortization of capitalized internal-use software, software and subscription services used by our customer support and services team, inventory-related costs, and allocated facilities and IT overhead costs.
Our third-party cloud infrastructure costs are driven primarily by the number of customers, the number of endpoints per customer, the number of modules, and the incremental costs for storing additional data collected for such cloud modules. We plan to continue to invest in our platform infrastructure and additional resources in our customer support and services organization as we grow our business. The level and timing of investment in these areas could affect our cost of revenue from period to period.
Operating Expenses
Our operating expenses consist of research and development, sales and marketing, general and administrative and restructuring expenses. Personnel-related expenses are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation, and sales commissions. Operating expenses also include allocated facilities and IT overhead costs.
Research and Development
Research and development expenses consist primarily of employee salaries, benefits, bonuses, and stock-based compensation. Research and development expenses also include consulting fees, software and subscription services, and third-party cloud infrastructure expenses incurred in developing our platform and modules.
We expect research and development expenses to increase in absolute dollars as we continue to increase investments in our existing products and services. However, we anticipate research and development expenses to decrease as a percentage of our total revenue over time, although our research and development expenses may fluctuate as a percentage of our total revenue from period to period depending on the timing of these expenses. In addition, research and development expenses that qualify as internal-use software are capitalized, the amount of which may fluctuate significantly from period to period.
Sales and Marketing
Sales and marketing expenses consist primarily of employee salaries, commissions, benefits, bonuses, stock-based compensation, travel and entertainment related expenses, advertising, branding and marketing events, promotions, amortization of acquired customer relationships, and software and subscription services. Sales and marketing expenses also include sales commissions paid to our sales force and referral fees paid to independent third parties that are incremental to obtain a subscription contract. Such costs are capitalized and amortized over an estimated period of benefit of four years, and any such expenses paid for the renewal of a subscription are capitalized and amortized over the average contractual term of the renewal.
We expect sales and marketing expenses to increase in absolute dollars as we continue to make significant investments in our sales and marketing organization to drive additional revenue, further penetrate the market, and expand our global customer base, but to decrease as a percentage of our revenue over time.
General and Administrative
General and administrative expenses consist primarily of salaries, benefits, bonuses, stock-based compensation, and other expenses for our executive, finance, legal, people team, and facilities organizations. General and administrative expenses also include external legal, accounting, other consulting, and professional services fees, software and subscription services, and other corporate expenses.
We expect to continue to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for insurance, investor relations, and professional services. We expect that our general and administrative expenses will increase in absolute dollars as our business grows but will decrease as a percentage of our revenue over time.
Restructuring
Restructuring charges, related to the Plan, consist primarily of charges related to severance payments, employee benefits, and stock-based compensation. The actions associated with the Plan are expected to be complete by the end of fiscal 2025, subject to finalizing the disposition of certain office space.
Interest Income, Interest Expense, and Other Income (Expense), Net
Interest income consists primarily of interest earned on our cash, cash equivalents and investments.
Interest expense consists primarily of the amortization of the discount related to acquisition-related liabilities.
Other income (expense), net consists primarily of foreign currency transaction gains and losses and gains and losses on strategic investments.
Provision for Income Taxes
Provision for income taxes consists primarily of income taxes in certain foreign and state jurisdictions in which we conduct business. In connection with our global consolidated losses, we maintain a full valuation allowance against our U.S. and Israel deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.
Results of Operations
The following table sets forth our results of operations for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
| (in thousands) |
Revenue | $ | 198,937 | | | $ | 149,421 | | | $ | 385,292 | | | $ | 282,814 | |
Cost of revenue(1) | 50,699 | | | 44,667 | | | 100,836 | | | 87,250 | |
Gross profit | 148,238 | | | 104,754 | | | 284,456 | | | 195,564 | |
Operating expenses: | | | | | | | |
Research and development(1) | 63,602 | | | 54,161 | | | 121,923 | | | 109,424 | |
Sales and marketing(1) | 119,617 | | | 98,262 | | | 235,447 | | | 197,433 | |
General and administrative(1) | 44,400 | | | 48,433 | | | 87,067 | | | 100,186 | |
Restructuring(1) | — | | | 4,255 | | | — | | | 4,255 | |
Total operating expenses | 227,619 | | | 205,111 | | | 444,437 | | | 411,298 | |
Loss from operations | (79,381) | | | (100,357) | | | (159,981) | | | (215,734) | |
Interest income | 12,853 | | | 11,489 | | | 24,935 | | | 22,024 | |
Interest expense | (36) | | | (605) | | | (72) | | | (1,212) | |
Other income (expense), net | (421) | | | 1,409 | | | (460) | | | 1,050 | |
Loss before income taxes | (66,985) | | | (88,064) | | | (135,578) | | | (193,872) | |
Provision for income taxes | 2,199 | | | 1,474 | | | 3,711 | | | 2,535 | |
Net loss | $ | (69,184) | | | $ | (89,538) | | | $ | (139,289) | | | $ | (196,407) | |
__________________
(1)Includes stock-based compensation expense as follows:
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| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
| (in thousands) |
Cost of revenue | $ | 5,564 | | | $ | 4,068 | | | $ | 10,433 | | | $ | 8,241 | |
Research and development | 20,811 | | | 15,452 | | | 38,276 | | | 30,242 | |
Sales and marketing | 18,882 | | | 13,681 | | | 36,956 | | | 26,277 | |
General and administrative | 19,420 | | | 20,705 | | | 37,565 | | | 44,695 | |
Restructuring | — | | | (1,060) | | | — | | | (1,060) | |
Total stock-based compensation expense | $ | 64,677 | | | $ | 52,846 | | | $ | 123,230 | | | $ | 108,395 | |
The following table sets forth the components of our condensed consolidated statements of operations as a percentage of revenue for each of the periods presented:
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| Three Months Ended July 31, | | Six Months Ended July 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
| (as a percentage of total revenue) |
Revenue | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Cost of revenue | 25 | | 30 | | 26 | | 31 |
Gross profit | 75 | | 70 | | 74 | | 69 |
Operating expenses: | | | | | | | |
Research and development | 32 | | 36 | | 32 | | 39 |
Sales and marketing | 60 | | 66 | | 61 | | 70 |
General and administrative | 22 | | 32 | | 23 | | 35 |
Restructuring | — | | 3 | | — | | 2 |
Total operating expenses | 114 | | 137 | | 115 | | 145 |
Loss from operations | (40) | | (67) | | (42) | | (76) |
Interest income | 6 | | 8 | | 6 | | 8 |
Interest expense | — | | — | | — | | — |
Other income (expense), net | — | | 1 | | — | | — |
Loss before income taxes | (34) | | (59) | | (35) | | (69) |
Provision for income taxes | 1 | | 1 | | 1 | | 1 |
Net loss | (35) | % | | (60) | % | | (36) | % | | (69) | % |
Note: Certain figures may not sum due to rounding.Comparison of the Three Months Ended July 31, 2024 and 2023
Revenue
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended July 31, | | Change |
| 2024 | | 2023 | | $ | | % |
| | | | | | | |
| (dollars in thousands) | | |
Revenue | $ | 198,937 | | | $ | 149,421 | | | $ | 49,516 | | | 33 | % |
Revenue increased by $49.5 million primarily due to a combination of sales to new customers and sales of additional endpoints and modules to existing customers.
Cost of Revenue, Gross Profit, and Gross Margin
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| Three Months Ended July 31, | | |