UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended April 30, 2019
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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 001-38675
Elastic N.V.
(Exact name of registrant as specified in its Charter)
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The Netherlands |
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Not Applicable |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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800 West El Camino Real, Suite 350 Mountain View, California 94040 |
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(Address of principal executive offices, including zip code) |
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Registrant’s telephone number, including area code: (650) 458-2620
Securities registered pursuant to Section 12(b) of the Act:
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(Title of each class) |
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Trading Symbol(s) |
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(Name of each exchange on which registered) |
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Ordinary shares, Par Value €0.01 Per Share |
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ESTC |
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 ☒
The aggregate market value of the ordinary shares held by non-affiliates of the registrant, based on the closing price of the shares of ordinary shares on The New York Stock Exchange on October 31, 2018, was $1,070,964,640.
The number of registrant’s ordinary shares outstanding as of June 20, 2019 was 75,354,059.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to the registrant’s 2019 annual general meeting of shareholders (the “2019 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2019 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended April 30, 2019.
Table of Contents
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Page |
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Item 1. |
3 |
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Item 1A. |
17 |
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Item 1B. |
42 |
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Item 2. |
43 |
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Item 3. |
43 |
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Item 4. |
43 |
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Item 5. |
44 |
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Item 6. |
46 |
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Item 7. |
48 |
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Item 7A. |
72 |
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Item 8. |
73 |
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Item 9. |
111 |
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Item 9A. |
111 |
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Item 9B. |
111 |
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Item 10. |
112 |
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Item 11. |
112 |
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Item 12. |
112 |
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Item 13. |
112 |
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Item 14. |
112 |
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Item 15. |
112 |
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Item 16 |
114 |
General
Unless the context otherwise indicates, references in this report to the terms “Elastic”, “the Company,” “we,” “our” and “us” refer to Elastic N.V. and its subsidiaries. All information presented herein is based on our fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to the Company’s fiscal years ended April 30 and the associated quarters, months and periods of those fiscal years.
Trademarks
The Elastic design logo, “Elastic” and our other registered or common law trademarks, service marks or trade names appearing in this Annual Report on Form 10-K are the property of elasticsearch B.V. Other trademarks and trade names referred to in this Annual Report on Form 10-K are the property of their respective owners.
Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risk and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about:
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our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses (including changes in sales and marketing, research and development and general and administrative expenses), and our ability to achieve, and maintain, future profitability; |
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our ability to continue to deliver and improve our offerings and successfully develop new offerings, including security-related product offerings; |
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customer acceptance and purchase of our existing offerings and new offerings; |
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our service performance and security, including the resources and costs required to prevent, detect and remediate potential security breaches; |
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our ability to maintain and expand our customer base; |
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the market for our products continuing to develop; |
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competition from other products; |
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the impact of foreign currency exchange rate and interest rate fluctuations on our results; |
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the pace of change and innovation in the markets in which we participate and the competitive nature of those markets; |
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our business strategy and our plan to build our business; |
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our ability to effectively manage our growth; |
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our international expansion strategy; |
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our operating results and cash flows; |
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our strategy of acquiring complementary businesses and our ability to successfully integrate acquired businesses and technologies, including our proposed acquisition of Endgame, Inc. (“Endgame”); |
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our beliefs and objectives for future operations; |
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our relationships with third parties, including partners; |
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our ability to protect our intellectual property rights; |
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our ability to develop our brands; |
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the impact of expensing stock options and other equity awards; |
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the sufficiency of our capital resources; |
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our ability to successfully defend litigation brought against us; |
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our ability to successfully expand in our existing markets and into new markets; |
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sufficiency of cash to meet cash needs for at least the next 12 months; |
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our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally; |