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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(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 January 31, 2023
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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: 001-38933
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CROWDSTRIKE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
___________________________________________________________________________________________________
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Delaware |
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45-3788918 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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206 E. 9th Street, Suite 1400, Austin, Texas 78701
(Address of principal executive offices)
Registrant’s telephone number, including area code: (888)
512-8906
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class of securities |
Trading symbol(s) |
Name of each exchange on which registered |
Class A common stock, par value $0.0005 per share |
CRWD |
The Nasdaq Stock Market LLC |
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(Nasdaq Global Select Market) |
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 of 1933, as
amended. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 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 and post 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.
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Large Accelerated Filer |
☑ |
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 has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report. ☑
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an
error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D-1(b).
☐
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 common stock held by
non-affiliates of the registrant, based on the closing price of a
share of the registrant’s common stock on July 31, 2022 (the last
business day of the registrant’s most recently completed second
fiscal quarter) as reported by the Nasdaq Global Select Market on
such date was approximately $42.8 billion.
As of February 28, 2023, the number of shares of the
registrant’s Class A common stock outstanding
was 222,937,242, and the number of shares of the registrant’s
Class B common stock outstanding
was 12,926,743.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement relating to
its 2023 Annual Meeting of Stockholders are incorporated by
reference into Part III of this Form 10-K where indicated. Such
Proxy Statement will be filed with the United States Securities and
Exchange Commission within 120 days after the end of the fiscal
year to which this Annual Report on Form 10-K relates.
CROWDSTRIKE HOLDINGS, INC.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking
statements within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”), the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and the Private Securities
Litigation Reform Act of 1995. All statements contained in this
Annual Report on Form 10-K other than statements of historical
fact, including statements regarding our future operating results
and financial position, our business strategy and plans and our
objectives for future operations, are forward-looking statements.
The words “believe,” “may,” “will,” “potentially,” “estimate,”
“continue,” “anticipate,” “intend,” “could,” “would,” “project,”
“plan,” “expect” and similar expressions that convey uncertainty of
future events or outcomes are intended to identify forward-looking
statements.
These forward-looking statements include, but are not limited to,
statements concerning the following:
•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;
•market
acceptance of our cloud platform;
•the
effects of increased competition in our markets and our ability to
compete effectively;
•our
ability to maintain the security and availability of our cloud
platform;
•our
ability to maintain and expand our customer base, including by
attracting new customers;
•our
ability to develop new solutions, or enhancements to our existing
solutions, and bring them to market in a timely
manner;
•anticipated
trends, growth rates and challenges in our business and in the
markets in which we operate;
•the
impact of the COVID-19 pandemic on our operations, financial
results, and liquidity and capital resources, including on
customers, sales, expenses, and employees;
•our
business plan and our ability to effectively manage our growth and
associated investments;
•beliefs
and objectives for future operations;
•our
relationships with third parties, including channel partners and
technology alliance partners;
•our
ability to maintain, protect and enhance our intellectual property
rights;
•our
ability to successfully defend litigation brought against
us;
•our
ability to successfully expand in our existing markets and into new
markets;
•sufficiency
of cash and cash equivalents to meet cash needs for at least the
next 12 months;
•our
ability to expand internationally;
•our
ability to comply with laws and regulations that currently apply or
become applicable to our business both in the United States and
internationally;
•our
ability to develop, maintain, and improve our internal control over
financial reporting;
•macroeconomic
factors, including inflation and instability in the global credit
and financial markets;
•our
ability to successfully close and integrate acquisitions to
contribute to our growth objectives; and
•the
attraction and retention of qualified employees and key
personnel.
These statements are based on our current plans, estimates and
projections in light of information currently available to us.
These forward-looking statements may be affected by risks,
uncertainties and other factors discussed elsewhere in this Annual
Report on Form 10-K, including under “Risk Factors.”
Furthermore, new risks and uncertainties emerge from time to time,
and it is impossible for us to predict all risks and uncertainties
or how they may affect us. If any of these risks or uncertainties
occurs, our business, revenue and financial results could be
harmed, and the trading price of our Class A common stock
could decline. Forward-looking statements made in this Annual
Report on Form 10-K speak only as of the date on which such
statements are made, and we undertake no obligation to update them
in light of new information or future events, except as required by
law.
We intend to announce material information to the public through
the CrowdStrike Investor Relations website ir.crowdstrike.com, SEC
filings, press releases, public conference calls, and public
webcasts. We use these channels, as well as social media and our
blog, to communicate with our investors, customers, and the public
about our company, our offerings, and other issues. It is possible
that the information we post on social media and our blog could be
deemed to be material information. As such, we encourage investors,
the media, and others to follow the channels listed above,
including the social media channels listed on our investor
relations website, and to review the information disclosed through
such channels. Any updates to the list of disclosure channels
through which we will announce information will be posted on the
investor relations page on our website.
PART I
ITEM 1. BUSINESS
Overview
Founded in 2011, CrowdStrike reinvented cybersecurity for the cloud
era and transformed the way cybersecurity is delivered and
experienced by customers. When we started CrowdStrike,
cyberattackers had an asymmetric advantage over legacy
cybersecurity products that could not keep pace with rapid changes
in adversary tactics. We took a fundamentally different approach to
solve this problem with the CrowdStrike Falcon platform – the
first, true cloud-native platform capable of harnessing vast
amounts of security and enterprise data to deliver highly modular
solutions through a single lightweight agent. Our pioneering
platform approach keeps customers ahead of attackers by
automatically detecting and preventing threats to stop
breaches.
We believe our approach has defined a new category called the
Security Cloud, which has the power to transform the cybersecurity
industry the same way the cloud has transformed the customer
relationship management, human resources, and service management
industries. Using cloud-scale AI, our Security Cloud enriches and
correlates trillions of cybersecurity events per week with
indicators of attack, threat intelligence and enterprise data
(including data from across endpoints, workloads, identities, IT
assets and configurations) to create actionable information,
identify shifts in adversary tactics and automatically detect and
prevent threats in real-time across our customer base. The more
data that is fed into our Falcon platform, the more intelligent our
Security Cloud becomes, and the more our customers benefit,
creating a powerful network effect that increases the overall value
we provide.
CrowdStrike: The Architectural Purpose Behind the
Platform
Our Falcon platform was purpose-built in the cloud to harness the
power of data to deliver the next generation of automated
protection and provide threat hunters with the intelligence
required to stop sophisticated attacks, including non-malware based
attacks. This approach has made CrowdStrike an industry leader in
protection across endpoints, cloud workloads, identity and data
(capable of protecting workloads across on-premise, virtualized,
and cloud-based environments running on a variety of endpoints such
as desktops, laptops, servers, virtual machines, cloud workloads,
cloud containers, mobile, and IoT devices) and enables us to
rapidly scale this best in class protection across new and emerging
areas of enterprise risk.
Today, we offer 23 cloud modules on our Falcon platform via a SaaS
subscription-based model that spans multiple large markets,
including corporate workload security, managed security services,
security and vulnerability management, IT operations management,
identity protection, log management, threat intelligence services,
and data protection.
Our Falcon platform is composed of tightly integrated, proprietary
technologies that enable us to deliver superior protection and
performance, while reducing customer complexity. Our Falcon
platform consists of our easily deployed, intelligent lightweight
agent, and our groundbreaking graph technology.
Our single, lightweight-agent approach has changed how
organizations experience cybersecurity, delivering protection
without impacting the user, resources or productivity. With the
lightweight agent installed on each endpoint or cloud workload, our
Falcon platform automates detection and prevention capabilities in
real time across our entire global customer base. This also enables
our Falcon platform to intelligently ingest data once and stream
high fidelity data back into the Security Cloud to be re-used for
multiple use cases, continuously improve our Falcon platform’s AI
algorithms and make its real-time decision-making faster and
smarter to keep customers ahead of changing adversary
tactics.
Our graph technology correlates and contextualizes the vast data of
our Security Cloud so we can collect data once and reuse it
repeatedly to deliver solutions that solve our customers’ biggest
problems. The highly advanced graph technologies underpinning the
Falcon platform now include:
Our Threat Graph, which uses a combination of AI and behavioral
pattern-matching techniques to correlate and analyze trillions of
cybersecurity events, enriched with threat intelligence, and
third-party data to identify and link threat activity together to
automatically prevent threats in real time across CrowdStrike’s
global customer base. This also provides customers with increased
visibility of attacks for proactive threat hunting and timely
detection and remediation of novel threats.
Our Intel Graph, which analyzes and correlates data and threat
intelligence to visualize the connections between adversaries and
attacks to help customers prioritize investigations and gain a deep
understanding of the threat landscape. The latest intel on
adversaries, tactics, techniques, and procedures is delivered
seamlessly within the CrowdStrike Falcon platform and is mapped to
the MITRE ATT&CK® framework.
Our Asset Graph, which dynamically monitors and tracks the complex
interactions among assets, providing a single holistic view of the
risks those assets pose. Asset Graph provides graph visualizations
of the relationships among all assets such as devices, users,
accounts, applications, cloud workloads and operations technology
(“OT”), along with the rich context necessary for proper security
hygiene and proactive security posture management to reduce risk in
their organizations — without impacting IT.
The Falcon platform was purpose-built with the foresight that the
future of cybersecurity would need to be cloud-native and
AI-driven. While AI is revolutionizing many technology fields,
including cybersecurity solutions, to be truly effective,
algorithms that enable AI depend on the quality and volume of data
that trains them and the selection of the right differentiating
features from that data.
This is why we believe our Security Cloud and our cloud-native
architecture creates a fundamental differentiator from our
competitors. The expansive amount of high fidelity data
crowdsourced and captured in our Security Cloud enables the
continuous training of our algorithms. We call this cloud-scale AI.
Our technology is uniquely effective because we not only have a
massive amount of high fidelity data to continuously train our AI
models but also because we couple that data with deep human
cybersecurity expertise, which supports our industry-leading
efficacy and low false positives.
By analyzing and correlating information across our massive,
crowdsourced dataset, we are able to deploy our AI algorithms at
cloud-scale and build a more intelligent, effective solution to
detect threats and stop breaches that on-premise, cloud-hosted and
hybrid products cannot match due to the inherent architectural
limitations those products have with respect to data storage and
analysis. The more data that is fed into our Falcon platform, the
more intelligent the Security Cloud becomes, and the more our
customers benefit, creating a powerful network effect that
increases the overall value we provide.
Industry Background: The Trends Driving a Need for a New Approach
to Security
We believe there are a number of important trends that drive the
need for a new approach to security. These include:
•The
Increasing Sophistication and Disruption of Cybersecurity
Threats:
The sophistication of adversaries continues to increase as
militaries and intelligence services of well-funded nation-states,
technically advanced criminal organizations and hackers use
advanced, easily obtained methods of attack – including non-malware
based attacks that exploit user identities and credentials. These
attacks are pervasive, targeting a broad range of industries
including technology, transportation, healthcare, financial
services, governments and political organizations, utility, retail,
and public infrastructure. The number and scale of attacks continue
to increase. The typical attack cycle starts with attackers
attempting to penetrate endpoints to establish a beachhead. Once
inside, adversaries steal and exploit legitimate credentials to
escalate privileges, move laterally and progress and attack, often
downloading malware or ransomware. At this stage in the threat
lifecycle, the adversary is able to encrypt, destroy, or silently
exfiltrate sensitive data.
•An
Expanded Attack Surface Driven By Hybrid and Remote
Workforces:
Organizations everywhere are embracing digital transformation and
are becoming more distributed as they adopt the cloud, increase
workforce mobility, and grow their number of connected devices.
They are adding more workloads to a myriad of different endpoints
beyond the traditional cybersecurity perimeter, exposing an
increasingly broad attack surface to adversaries. This existing
trend was accelerated significantly with the need to support an
increasingly remote workforce in 2020 due to the COVID-19 pandemic
and we believe this trend continues today. In addition,
technologies like Cloud and Containers are being adopted quickly,
but rather than becoming full-scale replacements, they are often
being used as supplements to existing on-premise, bare metal, and
virtualized workloads.
•A
Growing Cyber Skills Gap:
Trained cybersecurity professionals are in high demand, and
organizations continue to face a dire shortage of talent to fill
much needed cybersecurity positions. As a result, existing
cybersecurity teams are often overwhelmed by the velocity of
cyberattacks. Adversaries exploit this vacuum by continuing to
accelerate their sophisticated attacks.
•The
Need to Reduce Complexity and Simplify Security Operations:
Organizations are increasingly looking to reduce the complexity of
their security and IT stack. Modern security requires fewer point
products, fewer agents and technologies that consume fewer
resources. Increasingly, organizations are looking to standardize
on trusted platforms that deliver an immediate return on investment
and lower total cost of ownership.
Competitive Market: Existing Security Solutions Are Limited and
Exacerbate Ongoing Trends:
We believe the aforementioned trends are exacerbated by the
architectural limitations of legacy cybersecurity products, which
are characterized by:
•On-Premise
Security and Bolt-On Cloud Products That Lead to Constrained and
Impacted Users:
On-premise products are siloed, lack integration, and have limited
ability to collect, process, and analyze vast amounts of
data—attributes that are required to be effective in today’s
increasingly dynamic threat landscape. Meanwhile, these solutions
often require more agents on the endpoint as new capabilities are
patchworked together, which can have a dramatic negative impact on
user performance.
Many on-premise vendors have since tried to solve this problem by
simply extending on-premise products to the cloud. Since their
products were not purpose built to run in the cloud, traditional
on-premise issues – complex to deploy, siloed nature, lack of
integration, limited ability to scale, costly to maintain –
continue to manifest. We believe that any product that was
originally designed for on-premise deployments and migrated to the
cloud cannot by definition be a cloud native solution.
•Legacy
Signature-Based Products That Are Not Effective Against Unknown
Threats:
Signature-based products are designed to detect attacks that are
already cataloged as previously identified threats. As a result,
such products are fundamentally unable to prevent unknown threats
resulting from shifts in attacker tradecraft. It often only takes a
slight modification on the part of the attacker to bypass
signatures. Many significant breaches seen in the last two decades
have involved the failure of a legacy signature-based antivirus
product to detect a previously unknown or modified version of a
previously known attack.
•Malware-Focused
Machine Learning Products That Miss Sophisticated Attacks:
Traditionally, organizations have focused on protecting their
networks and endpoints against malware-based attacks. These attacks
involve malware built for the specific purpose of performing
malicious activities, stealing data, or destroying systems. We have
observed that over 60% of attacks comprise non-malware,
hands-on-keyboard activity. Therefore, a malware-centric defensive
approach will leave the organization vulnerable to attacks that do
not leverage malware.
•Application
Whitelisting Products That Are Ineffective:
Application whitelisting products resort to an “always allow” or
“always block” policy on an endpoint to allow or prevent processes
from executing. Whitelisting relies in part on manually creating
and maintaining a complex list of rules, burdening end users and IT
organizations. This does not prevent fileless attacks from
exploiting legitimate whitelisted applications, compromising the
integrity of the whitelisting product.
CrowdStrike: Built for This Moment and the Future
We believe that the cloud-native architecture of the Falcon
platform and Security Cloud provides a sustainable advantage in
addressing the needs of our customers as their businesses and the
threat landscape continues to evolve.
We offer our customers compelling business value that includes ease
of adoption, rapid time-to-value, superior efficacy rates in
detecting threats and preventing breaches, and reduced total cost
of ownership by consolidating legacy, siloed, and multi-agent
security products in a single solution. We also allow
thinly-stretched security organizations to automate previously
manual tasks, freeing them to focus on their most important
objectives. With the Falcon platform, organizations can transform
how they combat threats, transforming from slow, manual, and
reactionary to fast, automated, and predictive, while gaining
visibility across the threat lifecycle.
Key benefits of our approach and the CrowdStrike Falcon platform
include:
•The
Power of the Crowd:
Our crowdsourced data enables every customer to benefit from
contributing to the Security Cloud. As more high fidelity data is
fed into our Security Cloud, our AI models continue to train and
improve, increasing the overall efficacy of the Falcon platform.
This creates a powerful network effect that is a key differentiator
in our efforts to gain more customers. The Threat Graph is able to
contextualize and turn this data into action, automatically
delivering protection to every customer.
•High
Efficacy, Low False Positives:
The vast telemetry of the Security Cloud and the best practices
employed in continually training our AI models results in
industry-leading efficacy rates and low false
positives.
•Consolidation
of Siloed Products:
Integrating and maintaining numerous security products creates
blind spots that attackers can exploit, is costly to maintain and
negatively impacts user performance. Our cloud-native platform
approach gives customers a unified approach to address their most
critical areas of risk seamlessly. We empower customers to rapidly
deploy and scale industry leading technologies across endpoint
detection and response (“EDR”) and Extended Detection and Response
(“XDR”), Identity Threat Protection, Threat Intelligence, ITSecOps
and Risk, Cloud Security, and Modern Log Management from a single
platform.
•Reducing
Agent Bloat:
Our single intelligent lightweight agent enables frictionless
deployment of our platform at scale, enabling customers to rapidly
adopt our technology across any type of workload running on a
variety of endpoints. The agent is non-intrusive to the end user,
requires no reboots and continues to protect the endpoint and track
activity even when offline. Through our single lightweight agent
approach, customers can adopt multiple platform modules to address
their critical areas of risk without burdening the endpoint with
multiple agents. Legacy approaches often require multiple agents as
they layer on new capabilities. This can severely impact user
performance and create barriers to security.
•Rapid
Time to Value:
Our cloud-native platform was built to rapidly scale industry
leading protection across the entire enterprise, eliminating the
lengthy implementation periods, and professional services
engagements that next-gen and legacy competitors require. Our
single agent approach enables us to activate new modules in real
time.
•Elite
Security Teams as a Force Multiplier:
As adversaries continue to employ sophisticated non-malware attacks
that exploit user credentials and identities, automation and
autonomous security are no longer sufficient on their own. Stopping
today’s sophisticated attacks requires a combination of powerful
automation and elite threat hunting. Falcon Complete provides a
comprehensive monitoring, management, response, and remediation
solution to our customers and is designed to bring enterprise level
security to companies that may lack enterprise level
resources.
CrowdStrike Falcon OverWatch combines world-class human
intelligence from our elite security experts with the power of the
Security Cloud. OverWatch is a force multiplier that extends the
capabilities and improves the productivity of our customers’
security teams. Because our world-class team can see attacks across
our entire customer base, their expertise is enhanced by their
constant visibility into the threat landscape. Additionally, the
insights of our OverWatch team can then be leveraged by the Falcon
platform to further enhance its autonomous capabilities, creating a
positive feedback loop for our customers.
•Alleviating
the Skills Shortage through Automation:
CrowdStrike automates manual tasks to free security teams to focus
on their most important job – stopping the breach. Our Falcon
Fusion module automates workflows to reduce the need to switch
between different security tools and tasks, while our Falcon
Insight XDR module provides a unified solution that enables
security teams to rapidly and efficiently identify, hunt, and
eliminate threats across multiple security domains.
•Lower
Total Cost of Ownership:
Our cloud-native platform eliminates our customers’ need for
initial or ongoing purchases of hardware and does not require their
personnel to configure, implement or integrate disparate point
products. Additionally, our comprehensive platform reduces overall
personnel costs associated with ongoing maintenance, as well as the
need for software patches and upgrades for separate
products.
Enforcing Zero Trust Across the Pillars of Modern Enterprise
Security
As modern attacks and adversaries grow more sophisticated,
CrowdStrike believes that stopping breaches in the modern era
requires security that delivers unified visibility and protection
across three critical areas: Endpoint and Cloud workloads, Identity
Threat Protection and Data Protection.
Eighty percent of breaches today use stolen credentials and
identities. Stopping these advanced attacks requires a Zero Trust
approach that delivers true end-to-end protection across workloads,
identities, and data. CrowdStrike is able to natively enforce Zero
Trust protection at the device layer, the identity layer, and the
data layer, extending our bold vision for security by driving
modern Defense in Depth to the enterprise.
By delivering these powerful capabilities through a unified
platform, CrowdStrike is able to connect the endpoint and workload
to user identity, and the data that is being used and accessed.
Customers can see the full health and state of endpoints and
workloads, in context with the identity that is using and accessing
them, aligned with where data is being created, who is using it,
where it flows and how it is protected. CrowdStrike delivers this
through a unified platform experience. This is how CrowdStrike
believes security should and must be delivered today to combat
advanced adversaries and stop breaches in the modern era. This
means security solutions that are: a) Easy to deploy; b) Easy to
manage; and c) Highly effective, without interference on good user
behavior.
The CrowdStrike Falcon Platform: Built to Innovate and
Scale
Our platform approach allows us to rapidly innovate, build, and
deploy highly integrated modules that address critical customer
problems and access additional market opportunities. Our cloud
modules integrate seamlessly with the Falcon platform that
addresses use cases across corporate workload security, security
and vulnerability management, managed security services, IT
operations management, threat intelligence services, identity
protection, and log management.
Our Falcon platform is composed of two tightly integrated
proprietary technologies: our lightweight agent and our Security
Cloud. The Falcon platform offers a unified set of cloud-delivered
technologies that power a wide range of modules across EDR and XDR,
Identity Threat Protection, Threat Intelligence, ITSecOps and Risk,
Cloud Security, and Modern Log Management. The Falcon platform also
encompasses recently acquired technologies where integration may be
ongoing. We can rapidly and cost effectively develop and deliver
additional cloud modules on our Falcon platform without the need
for additional agents, and are expanding options for our new
customers to test modules on a trial basis and in-application
trials for existing customers.
Our expanding set of open APIs allows customers and partners to
build their own capabilities on top of the Falcon platform. With
our Falcon platform, we can crowdsource data and deliver a variety
of cloud modules to detect and stop breaches. Our modules address
the most critical areas of enterprise risk and
friction.
CrowdStrike Falcon Platform: Our Cloud Modules
Our cloud modules integrate seamlessly with the Falcon platform to
provide functionality in the endpoint security, security and IT
operations (including vulnerability management), and threat
intelligence markets. Today, our cloud modules
include:
Cloud Security
•Falcon
Cloud Workload Protection—Cloud Runtime Protection.
Falcon Cloud Workload Protection provides comprehensive breach
protection at run-time for workloads and containers as well as
detecting vulnerabilities before services and images are deployed.
Falcon Cloud Workload Protection reduces the attack surface by
automatically detecting vulnerabilities, hidden malware, secrets,
keys, and more, enabling customers to build, run, and deploy secure
applications with speed and confidence.
•Falcon
Horizon—Cloud Security Posture Management.
Falcon Horizon delivers unified visibility, threat detection, and
continuous monitoring and compliance for multi-cloud environments.
Falcon Horizon automates the process to detect cloud related
misconfigurations, vulnerabilities, and identity-based risks,
providing step-by-step remediation and giving developers guardrails
to avoid costly mistakes.
•Discover
for Cloud and Containers—Cloud Service Discovery.
Discover for Cloud and Containers delivers comprehensive visibility
of cloud assets, security configurations, workloads and containers
across multi-cloud environments so customers can mitigate risks and
reduce their attack surface.
Endpoint Security and XDR
•Falcon
Prevent—Next-Generation Antivirus.
Falcon Prevent provides next-generation antivirus capabilities to
customers, delivering comprehensive protection to defend customers
against both malware and fileless attacks.
•Falcon
Insight XDR—Endpoint Detection and Response.
With industry-leading EDR at its core, Falcon Insight XDR
synthesizes cross-domain telemetry and activates extended
capabilities with one unified, threat-centric command console to
unlock cross-domain detections, investigations and responses across
the security stack.
•Falcon
Device Control—Device Control.
Falcon Device Control provides administrators with a high degree of
visibility and granular control of USB peripheral
devices.
•Falcon
Firewall Management—Host Firewall Management.
Falcon Firewall Management provides centralized management of the
firewall capabilities native to the host operating system, allowing
customers to create, enforce, and maintain host firewall
policies.
Security and IT Operations
•Falcon
Discover—IT Hygiene and IoT.
Falcon Discover identifies rogue systems and applications in our
customers’ networks, and monitors the use of privileged user
accounts anywhere in a customer’s environments. The module also
enables use cases outside of security, such as application license
management, Amazon Web Services (“AWS”) spend analysis, and asset
inventory. New enhancements in Falcon Discover for IoT minimize
risk for IoT/OT (“Other Technology”) devices with comprehensive
asset visibility, monitoring, and security hygiene.
•Falcon
Spotlight—Vulnerability Management.
Falcon Spotlight identifies vulnerabilities in real time that exist
across our customer endpoints. The module does not depend on
scanning systems for vulnerabilities, a process that can often take
days or weeks for an enterprise, and instead leverages data already
collected by our agent to provide instant and accurate real-time
visibility into an enterprise’s vulnerability
exposure.
•Falcon
Forensics—Forensic Data for Analysis of Cybersecurity
Incidents.
Based on years of incident response experience and forensics
investigative services from CrowdStrike’s leading services team,
Falcon Forensics streamlines the collection of point-in-time and
historic forensic triage data for robust analysis of cybersecurity
incidents, threat hunting as well as enabling responders to quickly
identify relevant evidence of an intrusion with preset dashboards,
allowing for rapid investigation, triage and
remediation.
•Falcon
FileVantage—File Integrity Monitoring.
Falcon FileVantage reduces compliance complexity by building in the
services an additional agent would normally provide, including
being able to monitor all files on the protected systems. This in
turn provides alerts and reports to help meet various compliance
requirements imposed by the Payment Card Industry (“PCI”), the
Center for Internet Security (“CIS”) Controls, and
Sarbanes-Oxley.
Managed Services
•Falcon
Complete—Turnkey Security Solution.
Falcon Complete provides comprehensive monitoring, management,
response, and remediation solution to our customers and is designed
to bring enterprise level security to companies that may lack
enterprise level resources. It is backed by an underwritten limited
warranty policy for breaches. We also offer Falcon Cloud Workload
Protection Complete, Falcon Identity Threat Protection Complete,
and Falcon Complete LogScale as add-ons to our Falcon Complete
solution to extend its capabilities to include our cloud workload
protection, identity protection, and log management
modules.
•Falcon
OverWatch—Threat Hunting.
Falcon OverWatch is a threat hunting solution that consists of an
elite team of dedicated security experts who work with the power of
Threat Graph to proactively hunt on telemetry collected in the
platform around the clock 24/7/365 to identify novel threats and
attacks that might otherwise go unnoticed by security teams and the
tools they use to monitor and detect advancing new threats in
support of our customers.
Threat Intelligence
•Falcon
Intelligence—Threat Intelligence.
Falcon Intelligence integrates threat intelligence into endpoint
protection and provides automated analysis of detected threats to
provide insight into the capabilities, motivation and attribution
of attacks. In addition to the standard Falcon Intelligence
offering, we also offer premium options that include global threat
research and reporting from our team of intelligence
analysts.
•Falcon
Search Engine—Malware Search.
Falcon Search Engine enables customers to search in real time
across over 8 petabytes of malware collected in our Falcon platform
and indexed by our proprietary binary data indexing
technology.
•Falcon
Sandbox—Malware Analysis.
Falcon Sandbox allows our customers to analyze unknown files for
malicious behavior by detonating them safely in virtual
machines.
•Falcon
Intelligence Recon—Situational Awareness.
Falcon Intelligence Recon allows our customers to identify and
mitigate digital risks on the hidden areas of the clear, deep and
dark web. These risks include, but are not limited to, digital
fraud, data theft exposure, social media
impersonations.
•Falcon
Surface—External Attack Surface Management.
Falcon Surface (previously, Reposify) allows customers to discover
and map all internet-facing assets to shut down potential exposures
with guided mitigation plans to reduce the attack surface and
organizational risk.
Identity Protection
•Falcon
Identity Threat Protection—Zero Trust Security.
Falcon Identity Threat Protection provides frictionless Zero Trust
security with real-time threat prevention and IT policy enforcement
using identity, behavioral and risk analytics.
•Falcon
Identity Threat Detection—Identity Threat
Detection.
Falcon Identity Threat Detection provides visibility for
identity-based attacks and anomalies, comparing live traffic
against behavior baselines and rules to detect attacks and lateral
movement.
Observability
•Falcon
LogScale—Log Management.
Falcon LogScale is a high-performance, index-free cloud log
management solution that allows customers to collect logs from any
data source and to search and query streaming data in
real-time.
Bringing CrowdStrike to the Market
We primarily sell the Falcon platform through our direct sales team
that leverages our network of channel partners to maximize
effectiveness and scale. We have a low friction land-and-expand
sales strategy. Key elements of our growth strategy
include:
•Growing
Our Customer Base by Replacing Legacy and Other Endpoint Security
Products.
Given the limitations of existing legacy and other endpoint
security products, many organizations are replacing their existing
legacy and other endpoint security products with our Falcon
platform. We grew our subscription customer base by 6,694 customers
from 16,325 at January 31, 2022, to 23,019 at January 31,
2023, representing a 41% increase. We will continue to invest in
customer acquisition programs, including our channel partnerships
and new programs, like our free trial program of Falcon Prevent
that is easily downloaded from our website and AWS
Marketplace.
•Further
Penetrating Existing Customers.
Our growth will depend in part on our ability to continue to expand
our relationships with our customers by deploying on additional
endpoints in their environment and cross selling more cloud
modules. When customers deploy our lightweight agent, they can
easily add additional cloud modules. We also offer in-application
trial usage of additional modules to cross-sell to existing
customers. While some new customers initially deploy our Falcon
platform broadly across the organization, others elect to deploy
only in selected business units and later deploy on additional
endpoints and subscribe to additional modules. Over time, we seek
to deploy our solution enterprise-wide for all customers. The power
of our land-and-expand strategy is evidenced by our 125.3%
dollar-based net retention rate as of January 31,
2023.
•Leveraging
Our Falcon Platform to Enter New Markets.
Because we leverage a single data model and open cloud
architecture, we are uniquely positioned to continue innovating and
rapidly deploying new cloud modules on our platform. For example,
Falcon Discover includes use cases outside of security, such as
application license management, AWS spend analysis, and asset
inventory. Because our lightweight agent collects diverse endpoint
data once for repeated use, we can expand our addressable market by
rapidly adding new cloud modules that leverage this data. We intend
to continue to develop new cloud modules for broader endpoint use
cases.
•Broadening
Our Reach into New Customer Segments.
While we initially targeted large sophisticated enterprises, we
have expanded our go-to-market efforts to include customers of all
sizes with a dedicated inside sales team focused on smaller
organizations. We also released Falcon Complete in 2018, our
turnkey solution that combines the most popular cloud modules of
our Falcon platform with our remediation and response capabilities,
to create a solution for customers with limited or no internal
security expertise. As a result, we can sell our Falcon platform to
the largest enterprises or smallest businesses with any level of
security sophistication and budget. We continue to look for new
ways to broaden our reach into new customer segments.
•Broadening
Our Reach into U.S. Public Sector Verticals.
We continue to invest heavily in the acquisition of customers in
the U.S. federal government as well as the state, local, and higher
education verticals. Our platform is authorized by several federal
agencies via the Federal Risk and Authorization Management Program
(“FedRAMP”). Additionally, Department of Defense organizations can
rely upon CrowdStrike’s Impact Level 4 provisional authorization to
satisfy their cloud-based security requirements. To further meet
the compliance demands of the government, customers can elect to
deploy the Falcon platform in the AWS GovCloud. We have also
successfully been embedded into several strategic government-wide
cybersecurity programs and contracts, such as the Department of
Homeland Security’s Continuous Diagnostics and Mitigation Approved
Products List, which serves to provide federal agencies with
innovative security tools. As a result, the Cybersecurity and
Infrastructure Security Agency has leveraged a significant
investment in our platform to support modernization efforts within
the Federal Civilian Executive Branch. Further evidence of our
progress into these critical markets is demonstrated by virtue of
fact that 22 of the 50 U.S. states have standardized on
CrowdStrike’s platform at the enterprise level.
•Expanding
Our International Footprint.
We are expanding our international operations and intend to invest
globally to broaden our international footprint. We grew our
international revenue from $405.1 million for fiscal 2022 to
$677.7 million for fiscal 2023, representing an increase of
67%. We intend to grow our international customer base by
increasing our investments in our overseas operations, including
adding headcount in Europe, the Middle East, Asia-Pacific,
including Japan, and expanding current data centers
overseas.
•Extending
Our Falcon Platform and Ecosystem.
We designed our architecture to be open, interoperable, and highly
extensible. We launched the CrowdStrike Store, the first open
cloud-based application PaaS for cybersecurity, which allows
customers to purchase CrowdStrike products and provides an
ecosystem of trusted partners and applications for our customers to
choose from. We plan to continue investing in the CrowdStrike Store
to empower our partners by making it easier to build applications
and to enable our customers to more easily discover, try, and
purchase additional cloud modules from both trusted partners and
us.
We have experienced significant growth, with revenue increasing
from $1.5 billion in fiscal 2022 to $2.2 billion in fiscal
2023, representing year-over-year growth of 54%, and from
$874.4 million in fiscal 2021 to $1.5 billion in fiscal 2022,
representing year-over-year growth of 66%. Subscription revenue
grew from $1.4 billion in fiscal 2022 to $2.1 billion in fiscal
2023, a 55% increase, and from $804.7 million in fiscal 2021 to
$1.4 billion in fiscal 2022, a 69% increase. Our Annual Recurring
Revenue (“ARR”) has grown from $1.7 billion as of January 31,
2022 to $2.6 billion as of January 31, 2023, a 48%
increase, and from $1.1 billion as of January 31, 2021 to $1.7
billion as of January 31, 2022, a 65% increase. We had net
losses of $183.2 million, $234.8 million, and
$92.6 million in fiscal 2023, fiscal 2022, and fiscal 2021,
respectively. We expect to continue to incur net losses for the
foreseeable future as we continue to invest in our business, and in
particular, our sales and research and development capabilities, to
address our large market opportunity.
Technology
We have designed an innovative architecture from the ground up to
overcome the limitations of existing security products and deliver
cloud-based solutions. The key design principles of our Falcon
platform include:
Cloud Native Architecture.
We built the Falcon platform entirely in and for the cloud,
enabling collection and analysis of a massive, crowdsourced dataset
from all of our customers to stop breaches. Our platform is
designed to be redundant, resilient, and high performing.
Delivering security from the cloud enables agility, ease of use,
and protection for workloads on a variety of endpoints wherever
they are located. As customer adoption grows, the network effect of
each additional endpoint added to the Falcon platform will amplify
the breadth and depth of our dataset and intelligence.
Falcon Agent.
We designed an intelligent lightweight agent that is installed on
each endpoint or cloud workload. This agent incorporates
identification and prevention of known malware, machine learning
for unknown malware, exploit blocking and advanced behavioral
techniques, to protect workloads across all endpoints while
capturing and recording high fidelity endpoint data. Our agent
continues to protect workloads running on endpoints even when
offline. The agent recommences transmitting data to our Falcon
platform when the connection to the cloud has been re-established.
Our lightweight agent is built to support Windows, Mac, and Linux
operating systems. The agent is hardened against attacks and uses a
combination of kernel and user-mode modules to collect high
fidelity endpoint events as they take place on a system. It
correlates these events with a local situational model on the
endpoint, analyzes via agent-based machine learning models and is
capable of taking a variety of preventative and responsive actions
on the endpoint, either automatically or via human control. Events
are streamed by the agent to the cloud in real time in order to be
further analyzed in the Threat Graph, where additional correlation
and AI algorithms can be applied. The agent is also capable of
being remotely reconfigured in real time based on analytics in our
cloud platform in order to collect and analyze different events or
take other actions.
Threat Graph.
Threat Graph is our proprietary, powerful, and dynamic graph
database. Threat Graph continually looks for malicious activity by
combining AI with behavioral pattern-matching techniques to look
beyond file features and track the behaviors of every software
program executed on an endpoint in a customer’s network
environment. By applying powerful graph analytics and AI algorithms
to cybersecurity, we enrich the data collected with our proprietary
and third-party threat intelligence, such as adversary
capabilities, motivations, attributions, and threat indicators. The
graph data model allows our AI algorithms to identify relationships
between events that are not directly related but which could
indicate an attack that would otherwise remain undetected. We
believe that our AI algorithms are advantaged by the rich
proprietary dataset that we use to train them. Threat Graph
provides customers with complete real time and historical
visibility and insight into events occurring on their endpoints for
hunting and searching.
Threat Graph also provides query and hunting capability over the
full set of high fidelity events collected in the graph. This
correlated data, natively represented in a graph structure, enables
new products and cloud modules to be created rapidly since the
platform provides the visibility, collection, correlation, and
actions over data as reusable building blocks. This collect-once,
use repeatedly approach is the reason why we have been able to
deliver new cloud modules covering IT hygiene and vulnerability
management quickly and enables us to continue expanding the Falcon
platform rapidly in the future.
Intel Graph.
Intel Graph analyzes and correlates massive amounts of data on
adversaries, their victims and their tools, providing unrivaled
insights into the shifts in tactics and techniques, powering our
adversary-focused approach with world-class threat
intelligence.
Asset Graph.
Asset Graph dynamically monitors and tracks the complex
interactions among assets, providing a single holistic view of the
risks those assets pose. Asset Graph provides graph visualizations
of the relationships among all assets such as devices, users,
accounts, cloud workloads, and OT along with the rich context
necessary for proper security hygiene and proactive security
posture management to reduce risk in their
organizations.
High Fidelity Data and Smart Filtering.
Absent an intelligent agent, a typical endpoint generates
approximately 100 gigabytes of unfiltered system event data per
day. After this data is compressed, or data shaped, a typical
enterprise organization with 100,000 endpoints would generate over
one petabyte of endpoint events daily. The presence of a local
graph model in our agent enables it to track the state of the
machine in real time, perform rapid machine learning and behavioral
analysis, and provide efficient event streaming to the cloud. We
call this “smart filtering.” This allows us to keep performance
overhead on the endpoint to a minimum, dramatically reduce the
bandwidth required for agent-cloud communication, efficiently
process large volumes of data, and separate signals from noise. The
Falcon agent collects and analyzes unfiltered data with local
machine learning and behavioral algorithms on the endpoint but only
streams high fidelity endpoint events to the cloud to only send
what is necessary for detection, prevention and investigation of
attacks. This smart filtering architecture allows us to reduce
network load for customers on average between five to eight
megabytes per endpoint per day. The Falcon platform collects an
array of high fidelity endpoint events, such as code execution,
network, file system and user activity. This information can be
used for a variety of use cases beyond security, such as IT
operations and vulnerability management.
Management Interface.
The Falcon platform management interface gives customers an
intuitive and informative view of their complete environment, with
timely alerts and detailed search capabilities. We provide
real-time endpoint and cloud workload visibility to allow customers
to review details and respond to threats instantly and effectively,
from anywhere, and maintain an index of these events for future
use.
APIs and Integrations.
Our Falcon platform and architecture is built around a rich set of
APIs that efficiently and effectively complement and expand a
customer’s existing security infrastructure, such as security
information event management, or SIEMs, and intrusion prevention
systems and intrusion detection systems. The platform includes
streaming, query and batch APIs allowing customers and partners to
integrate a variety of solutions seamlessly. It also includes rich
management and control APIs. The platform allows third parties to
develop additional cloud modules and features, furthering the power
of the Falcon platform. By connecting existing security systems to
the Falcon platform, we allow our customers to further leverage
their security investments.
Data Center Operations
We have data center co-location facilities throughout the United
States and in Europe, and we also utilize AWS data centers located
in the United States and Europe. Our technology infrastructure,
combined with select use of AWS resources, provides us with a
distributed and scalable architecture on a global
scale.
Professional Services
In addition to our Falcon platform and cloud modules, we also offer
incident response and forensic investigatory services, technical
assessment and strategic advisory services, as well as training to
assist organizations that have experienced a breach or are
assessing their security posture and ability to respond to
breaches.
•Incident
Response and Forensics Services.
Our incident response services typically begin by deploying our
lightweight agent to a customer’s endpoints or cloud workloads to
provide comprehensive visibility in order to determine if an
attacker is currently in the environment, what assets have been
compromised, and how much damage has been done. The full suite of
Falcon platform’s next-gen prevention capabilities, cloud posture
management, vulnerability/asset management, identity protection and
now attack surface management offerings can also be leveraged to
enrich the response team’s visibility and understanding of the
attack as well as help to slow down and prevent an active attacker
from moving at-will throughout a compromised customer’s
environment, increasing the risk and potential damage to the
customer. We also provide customized surgical remediation services
by providing the tools and staffing to eject attackers out of the
network, lock down credentials from further use, remediate impacted
systems and ensure adversaries stay out. In addition to providing
valuable breach remediation to our customers, our incident response
services also act as a strong lead generation engine for our Falcon
platform and cloud modules. After experiencing the benefits of our
platform firsthand, many of our incident response customers become
subscription customers. Among organizations who first became a
customer after February 1, 2021, for each $1.00 spent by
those
customers on their initial engagement for our incident response or
proactive services, as of January 31, 2023, we derived an
average of $6.07 in ARR from those subscription
contracts.
•Technical
Assessment and Strategic Advisory Services.
Our proactive security services include technical assessment
services designed to help organizations understand their cyber
maturity levels. These services include both endpoint and cloud
workload compromise assessments, cybersecurity maturity
assessments, security program in-depth assessments, service
organization control assessments, IT hygiene assessments, and
active directory security assessments. We also advise customers on
readiness and preparation through the execution of table-top
exercises, live fire exercises, red team/blue team assessments, and
advanced adversary emulation exercises. These services are designed
to evaluate our customers’ security profile so they can identify
areas of vulnerability, secure their network, and improve their
response if their defenses are breached.
•Training.
We offer training and certification services to customers and
partners on CrowdStrike technologies and cybersecurity topics to
facilitate the adoption of CrowdStrike and to broaden and deepen
their skills. CrowdStrike University is an online learning
management system that organizes all CrowdStrike e-learning,
instructor-led training and certification preparation courses in
one place, providing a personalized learning experience for
individuals who have an active training subscription. CrowdStrike
currently offers proctored exam certifications through industry
leading training partner Pearson Vue for its CrowdStrike Certified
Falcon Administrator (“CCFA”), CrowdStrike Certified Falcon
Responder (“CCFR”), and CrowdStrike Certified Falcon Hunter
(“CCFH”) programs.
Customers
Some of the world’s largest enterprises, government organizations,
and high profile brands trust us to protect their business. As of
January 31, 2023, we had 23,019 subscription customers
worldwide. Historically, we and our channel partners have primarily
sold to large organizations, but have increasingly focused on
selling to small and medium-sized businesses, particularly through
our trial-to-pay model. We engage our customers through our global
customer and technical advisory boards in which we solicit feedback
from our customers on a regular basis allowing us to understand
their evolving needs. We have used this feedback to develop new
cloud modules, such as Falcon FileVantage, and we intend to
continue to develop new cloud modules based on our customer’s
feedback. Our business is not dependent on any particular end
customer.
Sales and Marketing
Our sales and marketing organizations work together closely to
drive market awareness, build a strong sales pipeline and cultivate
customer relationships to drive revenue growth.
Sales
We primarily sell subscriptions to our Falcon platform and cloud
modules through our world-class, global sales team, which is
comprised of field sales and inside sales professionals who are
segmented by a customer’s organizational size. Our sales team also
leverages a powerful go-to-market sales motion with our vast
ecosystem of channel and alliances partners. We also use our sales
team to identify current customers who may be interested in free
trials of additional cloud modules, which serves as a powerful
driver of our land and expand model. By segmenting our sales teams,
we can deploy a low-touch sales model that efficiently identifies
prospective customers.
Marketing
Our marketing organization is focused on building our brand
reputation, increasing the awareness and reputation of our
platform, and driving customer demand. As part of these efforts, we
deliver targeted content to demonstrate thought leadership in the
security industry, including speaking engagements with the security
industry’s foremost organizations to provide expert advice, issuing
regular reports on the state of the industry, educating the public
about the cybersecurity threats, and identifying and naming
adversary groups. We also engage in paid media, web marketing,
industry and trade conferences (including our annual Fal.Con
conference), analyst engagements, whitepaper development, demand
generation via digital and web, and targeted displacement
campaigns. We employ a wide range of digital programs, including
search engine marketing, online and social media initiatives, and
content syndication to increase traffic to our website and
encourage prospective customers to sign up for a free trial of the
Falcon platform. Additionally, we engage in joint marketing
activities with our channel and technology alliance
partners.
Partnership Ecosystem
We work with a number of technology alliance partners to design
go-to-market strategies that combine our platform with products or
services provided by our technology alliance partners. These
partner integrations deliver more secure solutions and an improved
end user experience to their customers. Our technology alliance
partnerships focus on security analytics, network and
infrastructure security, threat platforms and orchestration, and
automation. We launched the CrowdStrike Store, the first open
cloud-based application PaaS for cybersecurity and the industry’s
first unified security cloud ecosystem of trusted third-party
applications. In addition, Falcon for AWS, available in the AWS
Marketplace, allows customers to easily purchase and take advantage
of the metered billing (pay-as-you-go) pricing option to scale
their consumption as their business needs change.
Research and Development
Our research and development organization is responsible for the
design, architecture, operation and quality of our cloud native
Falcon platform. In addition, the research and development
organization works closely with our customer success teams to
ensure customer satisfaction is the top priority.
Our success is a result of our continuous drive for innovation. Our
internal team of security experts, researchers, intelligence
analysts, and threat hunters continuously analyzes the evolving
global threat landscape to develop products that defend against
today’s most sophisticated and stealthy attacks and reports on
emerging security issues. We invest substantial resources in
research and development to enhance our Falcon platform, and
develop new cloud modules, features and functionality. We believe
timely development of new, and enhancement of our existing
products, services, and features is essential to maintaining our
competitive position. We work closely with our customers and
channel partners to gain valuable insight into their security
management practices to assist us in designing new cloud modules
and features that extend the capability of our platform. Our
technical staff monitors and tests our software on a regular basis,
and we also make our Falcon platform available for third-party
validation. We also maintain a regular release process to update
and enhance our existing solutions. In addition, we engage security
consulting firms to perform periodic vulnerability analysis of our
solutions.
Our research and development leadership team is located in Seattle,
Washington and Sunnyvale, California. We also maintain research and
development centers in Irvine, California, and Israel. We employ
subject matter experts in a number of jurisdictions around the
world. We plan to continue to dedicate significant resources to
research and development.
Competition
We primarily compete with established and emerging security product
vendors. While the market for traditional endpoint and IT
operations solutions has historically been intensely competitive,
we believe that the architecture of our cloud-native, single agent
platform fundamentally differentiates us compared to both next-gen
and legacy competitors in the security industry. Additionally, as
we look to enter into adjacent markets and expand our total
addressable market, we may face new competitors. However, we do not
believe any of our competitors currently have a true platform
offering equivalent to the Falcon platform, which can be leveraged
to win in legacy markets and define new categories.
Our competitors currently include the following by general
category:
•legacy
antivirus product providers who offer a broad range of approaches
and solutions including traditional signature-based antivirus
protection;
•alternative
endpoint security providers who generally offer a mix of
on-premises and cloud-hosted products that rely heavily on
malware-only or application whitelisting techniques;
•network
security vendors who are supplementing their core perimeter-based
offerings with endpoint security solutions; and
•professional
service providers who offer cybersecurity response
services.
We compete on the basis of a number of factors, including but not
limited to our:
•ability
to offer a unified and modular platform that enables rapid
innovation, scaling, and deployment;
•ability
to identify security threats and prevent security
breaches;
•ability
to integrate with other participants in the security
ecosystem;
•time
to value, price, and total cost of ownership;
•brand
awareness, reputation, and trust in the provider’s
services;
•strength
of sales, marketing, and channel partner relationships;
and
•customer
support, incident response, and proactive services.
Although certain of our competitors enjoy greater resources,
recognition, deeper customer relationships, larger existing
customer bases, or more mature intellectual property portfolios, we
believe that we compete favorably with respect to these factors and
that we are well positioned as a leading provider of endpoint and
workload security solutions.
Intellectual Property
We believe that our intellectual property rights are valuable and
important to our business. We rely on trademarks, patents,
copyrights, trade secrets, license agreements, intellectual
property assignment agreements, confidentiality procedures,
non-disclosure agreements, and employee non-disclosure and
invention assignment agreements to establish and protect our
proprietary rights. Though we rely in part upon these legal and
contractual protections, we believe that factors such as the skills
and ingenuity of our employees and the functionality and frequent
enhancements to our solutions are larger contributors to our
success in the marketplace.
We continue to grow our global portfolio and intellectual property
rights in connection with our products, services, research and
development, and other activities to protect our proprietary
technology relevant to our business. We file patent applications to
protect our intellectual property and believe that the duration of
our issued patents is sufficient when considering the expected
lives of our products. We intend to continue pursuing additional
intellectual property protection to the extent we believe it would
be beneficial and cost-effective. Despite our efforts to protect
our intellectual property rights, they may not be respected in the
future or may be invalidated, circumvented, or challenged. Our
industry is characterized by the existence of a large number of
patents and frequent claims and related litigation based on
allegations of patent infringement or other violations of
intellectual property rights. We believe that competitors will try
to develop products that are similar to ours and that may infringe
our intellectual property rights. Our competitors or other
third-parties may also claim that our security platform and other
solutions infringe their intellectual property rights. In
particular, some companies in our industry have extensive patent
portfolios. From time to time, third parties have in the past and
may in the future assert claims of infringement, misappropriation
and other violations of intellectual property rights against us or
our customers, with whom our agreements may obligate us to
indemnify against these claims. Successful claims of infringement
by a third party could prevent us from offering certain products or
features, require us to develop alternate, non-infringing
technology, which could require significant time and during which
we could be unable to continue to offer our affected products or
solutions, require us to obtain a license, which may not be
available on reasonable terms or at all, or force us to pay
substantial damages, royalties, or other fees. For additional
information, see the section titled “Risk Factors—Risks Related to
Intellectual Property, Legal, and Regulatory Matters—The success of
our business depends in part on our ability to protect and enforce
our intellectual property rights.”
Backlog
We enter into both single and multi-year subscription contracts for
our solutions. We generally invoice our customers at contract
signing prior to commencement of subscription period. Until such
time as these amounts are invoiced, they are not recorded in
deferred revenue or elsewhere in our consolidated financial
statements, and are considered by us to be backlog. As of
January 31, 2023, we had backlog of approximately $1.0
billion. We expect backlog will change from period to period for
several reasons, including the timing and duration of customer
agreements, varying billing cycles of subscription agreements, and
the timing and duration of customer renewals. Because revenue for
any period is a function of revenue recognized from deferred
revenue under contracts in existence at the beginning of the
period, as well as contract renewals and new customer contracts
during the period, backlog at the beginning of any period is not
necessarily indicative of future revenue performance. We do not
utilize backlog as a key management metric internally.
Seasonality
Given the annual budget approval process of many of our customers,
we see seasonal patterns in our business. Net new ARR generation is
typically greater in the second half of the year, particularly in
the fourth quarter, as compared to the first half of the year. In
addition, we also experience seasonality in our operating margin,
typically with a lower margin in the first half of our fiscal year
due to a step up in costs for payroll taxes, new hires, and annual
sales and marketing events. This also impacts the timing of
operating cash flow.
Human Capital Resources
As of January 31, 2023, we had 7,273 full-time employees. We
also engage temporary employees and consultants as needed to
support our operations. None of our employees in the United States
are represented by a labor union or subject to a collective
bargaining agreement. In certain countries in which we operate, we
are subject to local labor law requirements which may automatically
make our employees subject to industry-wide collective bargaining
agreements. We have not experienced any work stoppages, and we
consider our relations with our employees to be good.
Attraction, Retention, and Talent Development
Supporting our people is a foundational value for CrowdStrike. We
believe the company’s success depends on our ability to attract,
develop and retain key personnel. The skills, experience and
industry knowledge of key employees significantly benefit our
customers, operations and performance.
Our talent sourcing is aligned to our organizational strategy to
provide the expertise and skills needed to move our mission
forward. We have created a high performance talent model that
pinpoints the top traits and qualities we look for in talent and
that may already exist within the organization, then consistently
use that model to develop interview questions, screen candidates,
and make hiring decisions.
We continue to market to and recruit technical talent in diverse
communities by engaging as a high-level sponsor or partner of
professional conferences and organizations such as Grace Hopper,
Society of Women Engineers, Afrotech - Blavity World, Hire
Military, Black Girls Code, Thurgood Marshall College Foundation,
and others.
To attract high performers, we have a team dedicated to building
and promoting our employer brand focused on creating a strong
employer value proposition:
•Competitive
pay and benefits
•Flexible
working arrangements
•Role
and task diversity
•Professional
development opportunities
•Organizational
reputation and culture
We provide robust compensation and benefits programs to help meet
the needs of our employees. In addition to base salary, these
programs (which vary by country/region) include annual bonuses or
commission plans, equity awards, an employee stock purchase plan, a
401(k) plan, healthcare and insurance benefits, health savings and
flexible spending accounts, paid time off, family leave, family
care resources, flexible work schedules, adoption and infertility
assistance, and employee assistance programs.
We invest resources to develop the talent needed to remain a leader
in cybersecurity. We deliver numerous training opportunities,
provide rotational assignment opportunities, have expanded our
focus on continuous learning and development, and implemented new
methodologies to manage performance, provide feedback, and develop
talent.
Distributed Workforce
For CrowdStrike, the ability to work remotely or in a hybrid
arrangement is a deliberate strategy that we believe fuels rapid
innovation and helps us attract, hire and retain the best and
brightest around the world, regardless of their specific location.
Our culture is purpose-built around this ability, creating a
competitive advantage for both the company and its customers and
minimizing disruption from localized issues such as natural
disasters, political events, or health emergencies, such as the
COVID-19 pandemic.
CrowdStrike has had a distributed workforce since its inception.
While working remotely has its advantages, we also believe that
building community and engagement happens at a faster pace when
people can come together.
Since the beginning, we recognized that creating high-functioning,
effective remote and hybrid teams would require careful planning
and system design to not only establish the culture but help it
grow and evolve organically. We have designed our processes,
systems, and teams so that most employees can perform their jobs
without needing to be physically present in the same room or even
in the same time zone. Part of supporting our remote and hybrid
culture also involves actively encouraging personal well-being
through initiatives, including wellness programs, engagement
programs (speaker series, employee resource groups, gift exchanges,
mentorship opportunities, virtual events, etc.), community outreach
activities, recognition programs, and groups to connect people, no
matter where they are geographically, with similar interests, life
circumstances or backgrounds.
Diversity, Equity, and Inclusion
A diverse, equitable, and inclusive culture fuels creative
excellence and innovation, helping people achieve their best work.
We continue to strive to advance our efforts to build an equitable
workplace and formally establish it as part of CrowdStrike’s
mission and organization.
We strive to create an environment where everyone feels seen,
heard, and empowered to succeed. Through employee resource groups,
internal training and development programs, allyship training,
speaker series, and networking opportunities, we are empowered to
come together to create a workplace that reflects the diverse
communities around us.
Setting a diverse workforce up for success requires a commitment to
the practices of inclusion in everything we do. What a practice of
inclusion means to us is that we are creating an environment and
providing tools that help our people understand how to actively
involve every employee’s ideas, knowledge, perspectives,
approaches, and styles and how to engage all of our people via a
mindful approach to organizational design and experiences that
feels accessible and relevant to everyone.
Employee Resource Groups
Employee Resource Groups are an integral component of our
commitment to foster community, promote a sense of belonging,
facilitate organizational change, and drive a greater understanding
of the diversity of perspectives we have across CrowdStrike. In
addition to the Embracing Equity majority ally group, we have seven
official Employee Resource Groups and we anticipate additional
groups in the future:
•Women
of CrowdStrike
•Veterans
of CrowdStrike
•Pride
Team (LGBTQ)
•Green
Team (Sustainability)
•Team
BELIEVE (Black employees)
•AbilityStrikers
(Cognitive and physical disabilities)
•Communidad
(Latine and Hispanic employees)
Our Employee Resource Groups are employee led, self-directed,
voluntary groups that align with our organizational mission,
values, and goals that offer opportunities for groups to network,
recommend business initiatives and process improvements, increase
organizational awareness and allyship, and create opportunities for
talent development. Employees who join an Employee Resource Group
can:
•Network
and build community with people with similar interests, life
circumstances or backgrounds.
•Serve
as champions for inclusion and belonging at CrowdStrike and help
identify opportunities for us to become more
inclusive.
•Identify
initiatives and best practices throughout the organization and make
recommendations to the business to help spark and facilitate
change.
Information about our Executive Officers
The following table sets forth certain information with respect to
our current executive officers as of March 8,
2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Age |
|
Position |
George Kurtz |
|
52 |
|
President, Chief Executive Officer and Director |
|
|
|
|
|
Burt W. Podbere |
|
57 |
|
Chief Financial Officer |
|
|
|
|
|
Shawn Henry |
|
60 |
|
Chief Security Officer |
|
|
|
|
|
Michael Sentonas |
|
49 |
|
President |
There is no family relationship between any of our directors or
executive officers and any other director or executive
officer.
George Kurtz - President, Chief Executive Officer, and
Director
Mr. Kurtz is one of our co-founders and has served as our
President, Chief Executive Officer, and a member of our board of
directors since November 2011. From October 2004 to October 2011,
Mr. Kurtz served in executive roles at McAfee, Inc., a security
technology company, including as Executive Vice President and
Worldwide Chief Technology Officer from October 2009 to October
2011. In October 1999, Mr. Kurtz founded Foundstone, Inc., a
security technology company, where he served as its Chief Executive
Officer until it was acquired by McAfee, Inc. in October 2004.
Since November 2017, he has also served as Chairman as a board
member, and as President for the CrowdStrike Foundation, a
nonprofit established to support the next generation of talent and
research in cybersecurity and artificial intelligence through
scholarships, grants, and other activities. He has also served on
the board of directors of Hewlett Packard Enterprise, an enterprise
information technology company, since June 2019. Mr. Kurtz holds a
B.S. in Accounting from Seton Hall University. Mr. Kurtz also holds
a CPA license from the State of New Jersey with an inactive
status.
Burt W. Podbere - Chief Financial Officer
Mr. Podbere has served as our Chief Financial Officer since
September 2015. From May 2014 to August 2015, Mr. Podbere served as
Chief Financial Officer for OpenDNS, Inc. (acquired by Cisco in
2015), a cloud-delivered network security company, where he oversaw
the finance function. From October 2011 to April 2014, he served as
Chief Financial Officer for Net Optics, Inc. (acquired by Ixia in
2013), a manufacturer of network monitoring and intelligent access
solutions for physical and virtual networks. Since November 2017,
he has also served as Treasurer and as a board member for the
CrowdStrike Foundation, a nonprofit established to support the next
generation of talent and research in cybersecurity and artificial
intelligence through scholarships, grants, and other activities.
Mr. Podbere is a Chartered Accountant and holds a B.A. from McGill
University.
Shawn Henry - Chief Security Officer
Mr. Henry has served as our Chief Security Officer since March
2012. From March 2012 to October 2022, Mr. Henry also served as
President of CrowdStrike Services. Mr. Henry previously worked for
the FBI from 1987 through March 2012, including most recently as
Executive Assistant Director of the FBI’s Criminal, Cyber, Response
and Services Branch. Since June 2016, Mr. Henry has served as a
faculty member specializing in cybersecurity for the National
Association of Corporate Directors, an organization providing
training and education for private and public company directors.
Mr. Henry previously served as a cybersecurity and national
security analyst for NBC News. Since November 2021, Mr. Henry has
served as a director of ShoulderUp Technology Acquisition Corp., a
blank check company that completed its initial public offering in
November 2021. Mr. Henry also serves on the board of directors of
the Global Cyber Alliance, a nonprofit organization dedicated to
making the Internet a safer place by reducing cyber risk, and on
the advisory board of several organizations, including Hofstra
University’s School of Engineering and Applied Science. Mr. Henry
holds a B.B.A. from Hofstra University and an M.S. in Criminal
Justice from Virginia Commonwealth University.
Michael Sentonas - President
Mr. Sentonas has served as our President since March 2023. Prior to
being appointed President, Mr. Sentonas served as our Chief
Technology Officer since February 2020, and as our Vice President,
Technology Strategy from May 2016 to February 2020. Immediately
prior to joining us, Mr. Sentonas served at McAfee Corp. from March
2004 to April 2016 in various positions, and finally as Chief
Technology Officer – Security Connected from November 2013 to April
2016. Mr. Sentonas is a board member of the CrowdStrike Foundation,
a nonprofit established to support the next generation of talent
and research in cybersecurity and artificial intelligence through
scholarships, grants, and other activities, and a member of the
Forbes Technology Counsel, an organization for senior technology
executives. He is an active public speaker on security issues and
advises government and business communities on global and local
cyber security threats. Mr. Sentonas holds a bachelor’s degree in
computer science from Edith Cowan University, Western
Australia.
Corporate Information
Our principal executive offices are located at 206 E. 9th Street,
Suite 1400, Austin, Texas 78701 and our telephone number is (888)
512-8906. We are a holding company and all of our business
operations are conducted through our subsidiaries, including
CrowdStrike, Inc. Our website address is www.crowdstrike.com.
Information contained on, or that can be accessed through, our
website does not constitute part of this Annual Report on Form
10-K.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and amendments to these reports are
filed with the SEC pursuant to Sections 13(a) and 15(d) of the
Exchange Act. Such reports and other information filed or furnished
by us with the SEC are available free of charge on our website at
https://ir.crowdstrike.com/financial-information/sec-filings, as
soon as reasonably practicable after we file such material with, or
furnish it to, the SEC. The SEC maintains a website that contains
the materials we file with or furnish to the SEC at
www.sec.gov.
ITEM 1A. RISK FACTORS
A description of the risks and uncertainties associated with our
business is set forth below. You should carefully consider the
risks and uncertainties described below, as well as the other
information in this Annual Report on Form 10-K, including our
consolidated financial statements and the related notes and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” The occurrence of any of the events or
developments described below, or of additional risks and
uncertainties not presently known to us or that we currently deem
immaterial, could materially and adversely affect our business,
results of operations, financial condition and growth prospects. In
such an event, the market price of our Class A common stock could
decline, and you could lose all or part of your
investment.
Summary of Risk Factors
Our business is subject to numerous risks and uncertainties, any
one of which could materially adversely affect our business,
results of operations, financial condition and growth prospects.
Below is a summary of some of these risks. This summary is not
complete, and should be read together with the entire section
titled “Risk Factors” in this Annual Report on
Form 10-K, as well as the other information in this Annual Report
on Form 10-K and the other filings that we make with the
SEC.
•We
have experienced rapid growth in recent periods, and if we do not
manage our future growth, our business and results of operations
will be adversely affected.
•We
have a history of losses and may not be able to achieve or sustain
profitability in the future.
•If
organizations do not adopt cloud-based SaaS-delivered endpoint
security solutions, our ability to grow our business and results of
operations may be adversely affected.
•If
we are unable to successfully enhance our existing products and
services and introduce new products and services in response to
rapid technological changes and market developments as well as
evolving security threats, our competitive position and prospects
will be harmed.
•If
we are unable to attract new customers, our future results of
operations could be harmed.
•If
our customers do not renew their subscriptions for our products and
add additional cloud modules to their subscriptions, our future
results of operations could be harmed.
•Our
sales cycles can be long and unpredictable, and our sales efforts
require considerable time and expense,
•We
face intense competition and could lose market share to our
competitors, which could adversely affect our business, financial
condition, and results of operations.
•If
our solutions fail or are perceived to fail to detect or prevent
incidents or have or are perceived to have defects, errors, or
vulnerabilities, our brand and reputation would be harmed, which
would adversely affect our business and results of
operations.
•As
a cybersecurity provider, we have been, and expect to continue to
be, a target of cyberattacks. If our internal networks, systems, or
data are or are perceived to have been breached, our reputation may
be damaged and our financial results may be negatively
affected.
•We
rely on third-party data centers, such as Amazon Web Services, and
our own colocation data centers, to host and operate our Falcon
platform, and any disruption of or interference with our use of
these facilities may negatively affect our ability to maintain the
performance and reliability of our Falcon platform, which could
cause our business to suffer.
•We
rely on our key technical, sales and management personnel to grow
our business, and the loss of one or more key employees could harm
our business.
•If
we are unable to attract and retain qualified personnel, our
business could be harmed.
•Our
results of operations may fluctuate significantly, which could make
our future results difficult to predict and could cause our results
of operations to fall below expectations.
•Claims
by others that we infringe their proprietary technology or other
intellectual property rights could result in significant costs and
substantially harm our business, financial condition, results of
operations, and prospects.
•If
we are not able to comply with applicable data protection,
security, privacy, and other government- and industry-specific
laws, regulations, standards or requirements, our business, results
of operations, and financial condition could be
harmed.
•Future
acquisitions, strategic investments, partnerships, or alliances
could be difficult to identify and integrate, divert the attention
of key management personnel, disrupt our business, dilute
stockholder value and adversely affect our results of operations
and financial condition.
Risks Related to Our Business and Industry
We have experienced rapid growth in recent periods, and if we do
not manage our future growth, our business and results of
operations will be adversely affected.
We have experienced rapid revenue growth in recent periods and we
expect to continue to invest broadly across our organization to
support our growth. For example, our headcount grew from 3,394
employees as of January 31, 2021, to 7,273 employees as of
January 31, 2023. Although we have experienced rapid growth
historically, we may not sustain our current growth rates and our
investments to support our growth may not be successful. The growth
and expansion of our business will require us to invest significant
financial and operational resources and the continuous dedication
of our management team. Our future success will depend in part on
our ability to manage our growth effectively, which will require us
to, among other things:
•effectively
attract, integrate, and retain a large number of new employees,
particularly members of our sales and marketing and research and
development teams;
•further
improve our Falcon platform, including our cloud modules, and IT
infrastructure, including expanding and optimizing our data
centers, to support our business needs;
•enhance
our information and communication systems to ensure that our
employees and offices around the world are well coordinated and can
effectively communicate with each other and our growing base of
channel partners and customers; and
•improve
our financial, management, and compliance systems and
controls.
If we fail to achieve these objectives effectively, our ability to
manage our expected growth, ensure uninterrupted operation of our
Falcon platform and key business systems, and comply with the rules
and regulations applicable to our business could be impaired.
Additionally, the quality of our platform and services could suffer
and we may not be able to adequately address competitive
challenges. Any of the foregoing could adversely affect our
business, results of operations, and financial
condition.
We have a history of losses and may not be able to achieve or
sustain profitability in the future.
We have incurred net losses in all periods since our inception, and
we may not achieve or maintain profitability in the future. We
experienced net losses of $183.2 million, $234.8 million,
and $92.6 million for fiscal 2023, fiscal 2022, and fiscal
2021, respectively. As of January 31, 2023, we had an
accumulated deficit of $1.1 billion. While we have experienced
significant growth in revenue in recent periods, we cannot assure
you when or whether we will reach or maintain profitability. We
also expect our operating expenses to increase in the future as we
continue to invest for our future growth, which will negatively
affect our results of operations if our total revenue does not
increase. We cannot assure you that these investments will result
in substantial increases in our total revenue or improvements in
our results of operations. We also have incurred and expect to
continue to incur significant additional legal, accounting, and
other expenses as a public company. Any failure to increase our
revenue as we invest in our business or to manage our costs could
prevent us from achieving or maintaining profitability or positive
cash flow.
If organizations do not adopt cloud-based SaaS-delivered endpoint
security solutions, our ability to grow our business and results of
operations may be adversely affected.
We believe our future success will depend in large part on the
growth, if any, in the market for cloud-based SaaS-delivered
endpoint security solutions. The use of SaaS solutions to manage
and automate security and IT operations is at an early stage and
rapidly evolving. As such, it is difficult to predict its potential
growth, if any, customer adoption and retention rates, customer
demand for our solutions, customer consolidation on our platform,
or the success of existing competitive products. Any expansion in
our market depends on a number of factors, including the cost,
performance, and perceived value associated with our solutions and
those of our competitors. If our solutions do not achieve
widespread adoption or there is a reduction in demand for our
solutions due to a lack of customer acceptance, technological
challenges, competing products, privacy concerns, decreases in
corporate spending, weakening economic conditions or otherwise, it
could result in early terminations, reduced customer retention
rates, or decreased revenue, any of which would adversely affect
our business, results of operations, and financial results. We do
not know whether the trend in adoption of cloud-based
SaaS-delivered endpoint security solutions we have experienced in
the past will continue in the future. Furthermore, if we or other
SaaS security providers experience security incidents, loss or
disclosure of customer data, disruptions in delivery, or other
problems, the market for SaaS solutions as a
whole, including our security solutions, could be negatively
affected. You should consider our business and prospects in light
of the risks and difficulties we encounter in this new and evolving
market.
If we are unable to successfully enhance our existing products and
services and introduce new products and services in response to
rapid technological changes and market developments as well as
evolving security threats, our competitive position and prospects
will be harmed.
Our ability to increase revenue from existing customers and attract
new customers will depend in significant part on our ability to
anticipate and respond effectively to rapid technological changes
and market developments as well as evolving security threats. The
success of our Falcon platform depends on our ability to take such
changes into account and invest effectively in our research and
development organization to increase the reliability, availability
and scalability of our existing solutions and introduce new
solutions. If we fail to effectively anticipate, identify or
respond to such changes in a timely manner, or at all, our business
could be harmed. Even if we adequately fund our research and
development efforts there is no guarantee that we will realize a
return on such efforts.
Success in delivering enhancements and new solutions depends on
several factors, including the timely completion, introduction and
market acceptance of the enhancement or new solution, the risk that
such enhancement or new solution may have quality or other defects
or deficiencies, especially in the early stages of introduction, as
well as our ability to seamlessly integrate all of our product and
service offerings and develop adequate sales capabilities in new
markets. Failure in this regard may erode our competitive position,
significantly impair our revenue growth, and negatively impact our
operating results.
If we are unable to attract new customers, our future results of
operations could be harmed.
To expand our customer base, we need to convince potential
customers to allocate a portion of their discretionary budgets to
purchase our Falcon platform. Our sales efforts often involve
educating our prospective customers about the uses and benefits of
our Falcon platform. Enterprises and governments that use legacy
security products, such as signature-based or malware-based
products, firewalls, intrusion prevention systems, and antivirus,
for their IT security may be hesitant to purchase our Falcon
platform if they believe that these products are more cost
effective, provide substantially the same functionality as our
Falcon platform or provide a level of IT security that is
sufficient to meet their needs. We may have difficulty convincing
prospective customers of the value of adopting our solution. Even
if we are successful in convincing prospective customers that a
cloud native platform like ours is critical to protect against
cyberattacks, they may not decide to purchase our Falcon platform
for a variety of reasons, some of which are out of our control. For
example, any deterioration in general economic conditions,
including as a result of the geopolitical environment, the outbreak
of diseases such as COVID-19 or inflation (as well as government
policies such as raising interest rates in response to inflation),
have in the past and may in the future cause our current and
prospective customers to delay or cut their overall security and IT
operations spending, and such delays or cuts may fall
disproportionately on cloud-based security solutions like ours.
Economic weakness, customer financial difficulties, and constrained
spending on security and IT operations may result in decreased
revenue, reduced sales, an increase in multi-phase subscription
start dates, shorter terms for customer subscriptions, lengthened
sales cycles, increased churn, lower demand for our products, and
adversely affect our results of operations and financial
conditions. Furthermore, we may need to exercise more flexibility
in customer payment terms as customers navigate a more challenging
economic environment. Additionally, if the incidence of
cyberattacks were to decline, or be perceived to decline, or if
organizations adopt endpoints that use operating systems we do not
adequately support, our ability to attract new customers and expand
sales of our solutions to existing customers could be adversely
affected. If organizations do not continue to adopt our Falcon
platform, our sales will not grow as quickly as anticipated, or at
all, and our business, results of operations, and financial
condition would be harmed.
If our customers do not renew their subscriptions for our products
and add additional cloud modules to their subscriptions, our future
results of operations could be harmed.
In order for us to maintain or improve our results of operations,
it is important that our customers renew their subscriptions for
our Falcon platform when existing contract terms expire, and that
we expand our commercial relationships with our existing customers
by selling additional cloud modules and by deploying to more
endpoints in their environments. Our customers have no obligation
to renew their subscription for our Falcon platform after the
expiration of their contractual subscription period, which is
generally one year, and in the normal course of business, some
customers have elected not to renew. In addition, customers that
previously signed multi-year subscription contracts may renew for
shorter contract subscription lengths, and customers may cease
using certain cloud modules altogether. Even if customers choose to
renew their subscription of certain cloud modules, they may decline
to purchase additional cloud modules or choose not to consolidate
onto our Falcon platform.
Our customer retention and expansion may decline or fluctuate as a
result of a number of factors, including our customers’
satisfaction with our services, our pricing, customer security and
networking issues and requirements, our customers’ spending levels,
decreases in the number of endpoints to which our customers deploy
our solutions, mergers and acquisitions involving our customers,
industry developments, competition and general economic and
geopolitical conditions. If our efforts to maintain and expand our
relationships with our existing customers are not successful, our
business, results of operations, and financial condition may
materially suffer.
Our sales cycles can be long and unpredictable, and our sales
efforts require considerable time and expense.
Our revenue recognition is difficult to predict because of the
length and unpredictability of the sales cycle for our Falcon
platform. Customers often view the subscription to our Falcon
platform as a significant strategic decision and, as a result,
frequently require considerable time to evaluate, test and qualify
our Falcon platform prior to entering into or expanding a
relationship with us. Large enterprises and government entities in
particular often undertake a significant evaluation process that
further lengthens and adds uncertainty to our sales cycle. In
addition, uncertain economic conditions may lead to additional
scrutiny of budgets by current and prospective customers, which has
resulted in, for example, longer sales cycles for products and
services, and may result in shifting demand for IT products and
services, and slower adoption of new technologies.
Our direct sales team develops relationships with our customers,
and works with our channel partners on account penetration, account
coordination, sales and overall market development. We spend
substantial time and resources on our sales efforts without any
assurance that our efforts will produce a sale. Security solution
purchases are frequently subject to budget constraints, multiple
approvals and unanticipated administrative, processing and other
delays. As a result, it is difficult to predict whether and when a
sale will be completed. The failure of our efforts to secure sales
after investing resources in a lengthy sales process could
adversely affect our business and results of
operations.
We face intense competition and could lose market share to our
competitors, which could adversely affect our business, financial
condition, and results of operations.
The market for security and IT operations solutions is intensely
competitive, fragmented, and characterized by rapid changes in
technology, customer requirements, industry standards, increasingly
sophisticated attackers, and by frequent introductions of new or
improved products to combat security threats. We expect to continue
to face intense competition from current competitors, as well as
from new entrants into the market. If we are unable to anticipate
or react to these challenges, our competitive position could
weaken, and we could experience a decline in revenue or reduced
revenue growth, and loss of market share that would adversely
affect our business, financial condition, and results of
operations. Our ability to compete effectively depends upon
numerous factors, many of which are beyond our control, including,
but not limited to:
•product
capabilities, including performance and reliability, of our Falcon
platform, including our cloud modules, services, and features
compared to those of our competitors;
•our
ability, and the ability of our competitors, to improve existing
products, services, and features, or to develop new ones to address
evolving customer needs;
•our
ability to attract, retain, and motivate talented
employees;
•our
ability to establish and maintain relationships with channel
partners;
•the
strength of our sales and marketing efforts; and
•acquisitions
or consolidation within our industry, which may result in more
formidable competitors.
Our competitors include the following by general
category:
•legacy
antivirus product providers who offer a broad range of approaches
and solutions including traditional signature-based anti-virus
protection;
•alternative
endpoint security providers who generally offer a mix of on-premise
and cloud-hosted products that rely heavily on malware-only or
application whitelisting techniques;
•network
security vendors who are supplementing their core perimeter-based
offerings with endpoint security solutions; and
•professional
service providers who offer cybersecurity response
services.
Many of our competitors have greater financial, technical,
marketing, sales, and other resources, greater name recognition,
longer operating histories, and a larger base of customers than we
do. They may be able to devote greater resources to the
development, promotion, and sale of services than we can, and they
may offer lower pricing than we do. Further, they may have greater
resources for research and development of new technologies, the
provision of customer support, and the pursuit of acquisitions. Our
larger competitors have substantially broader and more diverse
product and services offerings as well as routes to market, which
allows them to leverage their relationships based on other products
or incorporate functionality into existing products to gain
business in a manner that discourages users from purchasing our
platform, including our cloud modules. Conditions in our market
could change rapidly and significantly as a result of technological
advancements, partnering or acquisitions by our competitors or
continuing market consolidation. Some of our competitors have
recently made acquisitions of businesses or have established
cooperative relationships that may allow them to offer more
directly competitive and comprehensive solutions than were
previously offered and adapt more quickly to new technologies and
customer needs. These competitive pressures in our market or our
failure to compete effectively may result in price reductions,
fewer orders, reduced revenue and gross margins, increased net
losses and loss of market share. Further, competitors that
specialize in providing protection from a single type of security
threat may be able to deliver these targeted security products to
the market quicker than we can or convince organizations that these
limited products meet their needs. Even if there is significant
demand for cloud-based security solutions like ours, if our
competitors include functionality that is, or is perceived to be,
equivalent to or better than ours in legacy products that are
already generally accepted as necessary components of an
organization’s IT security architecture, we may have difficulty
increasing the market penetration of our platform. Furthermore,
even if the functionality offered by other security and IT
operations providers is more limited than the functionality of our
platform, organizations may elect to accept such limited
functionality in lieu of adding products from additional vendors
like us. If we are unable to compete successfully, or if competing
successfully requires us to take aggressive pricing or other
actions, our business, financial condition, and results of
operations would be adversely affected.
Competitive pricing pressure may reduce our gross profits and
adversely affect our financial results.
If we are unable to maintain our pricing due to competitive
pressures or other factors, our margins will be reduced and our
gross profits, business, results of operations, and financial
condition would be adversely affected. The subscription prices for
our Falcon platform, cloud modules, and professional services may
decline for a variety of reasons, including competitive pricing
pressures, discounts, anticipation of the introduction of new
solutions by our competitors, or promotional programs offered by us
or our competitors. The cybersecurity market remains very
competitive, and competition may further increase in the future.
Competitors may reduce the price of products or subscriptions that
compete with ours or may bundle them with other products and
subscriptions.
If our solutions fail or are perceived to fail to detect or prevent
incidents or have or are perceived to have defects, errors, or
vulnerabilities, our brand and reputation would be harmed, which
would adversely affect our business and results of
operations.
Real or perceived defects, errors or vulnerabilities in our Falcon
platform and cloud modules, the failure of our platform to detect
or prevent incidents, including advanced and newly developed
attacks, misconfiguration of our solutions, or the failure of
customers to take action on attacks identified by our platform
could harm our reputation and adversely affect our business,
financial position and results of operations. Because our cloud
native security platform is complex, it may contain defects or
errors that are not detected until after deployment. We cannot
assure you that our products will detect all cyberattacks,
especially in light of the rapidly changing security threat
landscape that our solution seeks to address. Due to a variety of
both internal and external factors, including, without limitation,
defects or misconfigurations of our solutions, our solutions could
be or become vulnerable to security incidents (both from
intentional attacks and accidental causes) that cause them to fail
to secure endpoints and detect and block attacks. In addition,
because the techniques used by computer hackers to access or
sabotage networks and endpoints change frequently and generally are
not recognized until launched against a target, there is a risk
that an advanced attack could emerge that our cloud native security
platform is unable to detect or prevent until after some of our
customers are affected. Additionally, our Falcon platform may
falsely indicate a cyberattack or threat that does not actually
exist, which may lessen customers’ trust in our
solutions.
Moreover, as our cloud native security platform is adopted by an
increasing number of enterprises and governments, individuals and
organizations behind advanced cyberattacks may intensify their
efforts to defeat our security platform. If this happens, our
systems and subscription customers could be specifically targeted
by attackers and could result in vulnerabilities in our platform or
undermine the market acceptance of our Falcon platform and could
adversely affect our reputation as a provider of security
solutions. Because we host customer data on our cloud platform,
which in some cases may contain personally-identifiable information
or potentially confidential information, a security compromise, or
an accidental or intentional misconfiguration or malfunction of our
platform could result in personally-identifiable information and
other customer data being accessible such as to attackers or to
other customers. Further, if a high profile security breach occurs
with respect to another next-generation or cloud-based security
system, our customers and potential customers may lose trust in
cloud solutions generally, and cloud-based security solutions such
as ours in particular.
Organizations are increasingly subject to a wide variety of attacks
on their networks, systems, and endpoints. No security solution,
including our Falcon platform, can address all possible security
threats or block all methods of penetrating a network or otherwise
perpetrating a security incident. If any of our customers
experiences a successful cyberattack while using our solutions or
services, such customer could be disappointed with our Falcon
platform, regardless of whether our solutions or services blocked
the theft of any of such customer’s data, or if the attack would
have otherwise been mitigated or prevented if the customer had
fully deployed aspects of our Falcon platform. Similarly, if our
solutions detect attacks against a customer but the customer does
not address the vulnerability, customers and the public may
erroneously believe that our solutions were not effective. Security
breaches against customers that use our solutions may result in
customers and the public believing that our solutions failed. Our
Falcon platform may fail to detect or prevent malware, viruses,
worms or similar threats for any number of reasons, including our
failure to enhance and expand our Falcon platform to reflect the
increasing sophistication of malware, viruses and other threats.
Real or perceived security breaches of our customers’ networks
could cause disruption or damage to their networks or other
negative consequences and could result in negative publicity to us,
damage to our reputation, and other customer relations issues, and
may adversely affect our revenue and results of
operations.
As a cybersecurity provider, we have been, and expect to continue
to be, a target of cyberattacks. If our or our service providers’
internal networks, systems, or data are or are perceived to have
been compromised, our reputation may be damaged and our financial
results may be negatively affected.
As a provider of security solutions, we have in the past been, and
may in the future be, specifically targeted by bad actors for
attacks intended to circumvent our security capabilities or to
exploit our Falcon platform as an entry point into customers’
endpoints, networks, or systems. In particular, because we have
been involved in the identification of organized cybercriminals and
nation-state actors, we have been the subject of intense efforts by
sophisticated cyber adversaries who seek to compromise our systems.
Such efforts may also intensify if geopolitical tensions increase.
We are also susceptible to inadvertent compromises of our systems
and data, including those arising from process, coding, or human
errors. We also utilize third-party service providers to, among
other things, host, transmit, or otherwise process electronic data
in connection with our business activities, including our supply
chain, operations, and communications. Our third-party service
providers and other vendors have faced and may continue to face
cyberattacks, compromises, interruptions in service, or other
security incidents from a variety of sources. A successful attack
or other incident that results in an interruption of service or
that compromises our or our service providers’ internal networks,
systems, or data could have a significant negative effect on our
operations, reputation, financial resources, and the value of our
intellectual property. We cannot assure you that any of our efforts
to manage this risk, including adoption of a comprehensive incident
response plan and process for detecting, mitigating, and
investigating security incidents that we regularly test through
table-top exercises, testing of our security protocols through
additional techniques, such as penetration testing, debriefing
after security incidents, to improve our security and responses,
and regular briefing of our directors and officers on our
cybersecurity risks, preparedness, and management, will be
effective in protecting us from such attacks.
It is virtually impossible for us to entirely eliminate the risk of
such attacks, compromises, interruptions in service, or other
security incidents affecting our internal systems or data, or that
of our third-party service providers and vendors. Organizations are
subject to a wide variety of attacks on their supply chain,
networks, systems, and endpoints, and techniques used to sabotage
or to obtain unauthorized access to networks in which data is
stored or through which data is transmitted change frequently.
Furthermore, employee error or malicious activity could compromise
our systems. As a result, we may be unable to anticipate these
techniques or implement adequate measures to prevent an intrusion
into our networks, which could result in unauthorized access to
customer data, intellectual property including access to our source
code, and information about vulnerabilities in our product, which
in turn, could reduce the effectiveness of our solutions, or lead
to cyberattacks or other intrusions of our customers’ networks,
litigation, governmental audits and investigations and significant
legal fees, any or all of which could
damage our relationships with our existing customers and could have
a negative effect on our ability to attract and retain new
customers. We have expended, and anticipate continuing to expend,
significant resources in an effort to prevent security breaches and
other security incidents impacting our systems and data. Since our
business is focused on providing reliable security services to our
customers, we believe that an actual or perceived security incident
affecting our internal systems or data or data of our customers
would be especially detrimental to our reputation, customer
confidence in our solution, and our business.
In addition, while we maintain insurance policies that may cover
certain liabilities in connection with a cybersecurity incident, we
cannot be certain that our insurance coverage will be adequate for
liabilities actually incurred, that insurance will continue to be
available to us on commercially reasonable terms, or at all, or
that any insurer will not deny coverage as to any future claim. The
successful assertion of one or more large claims against us that
exceed available insurance coverage, or the occurrence of changes
in our insurance policies, including premium increases or the
imposition of large deductible or co-insurance requirements, could
have a material adverse effect on our business, including our
financial condition, results of operations and
reputation.
We rely on third-party data centers, such as Amazon Web Services,
and our own colocation data centers to host and operate our Falcon
platform, and any disruption of or interference with our use of
these facilities may negatively affect our ability to maintain the
performance and reliability of our Falcon platform which could
cause our business to suffer.
Our customers depend on the continuous availability of our Falcon
platform. We currently host our Falcon platform and serve our
customers using a mix of third-party data centers, primarily Amazon
Web Services, Inc., or AWS, and our data centers, hosted in
colocation facilities. Consequently, we may be subject to service
disruptions as well as failures to provide adequate support for
reasons that are outside of our direct control. We have
experienced, and expect that in the future we may experience
interruptions, delays and outages in service and availability from
time to time due to a variety of factors, including infrastructure
changes, human or software errors, website hosting disruptions and
capacity constraints.
The following factors, many of which are beyond our control, can
affect the delivery, availability, and the performance of our
Falcon platform:
•the
development and maintenance of the infrastructure of the
internet;
•the
performance and availability of third-party providers of cloud
infrastructure services, such as AWS, with the necessary speed,
data capacity and security for providing reliable internet access
and services;
•decisions
by the owners and operators of the data centers where our cloud
infrastructure is deployed to terminate our contracts, discontinue
services to us, shut down operations or facilities, increase
prices, change service levels, limit bandwidth, declare bankruptcy
or prioritize the traffic of other parties;
•physical
or electronic break-ins, acts of war or terrorism, human error or
interference (including by disgruntled employees, former employees
or contractors) and other catastrophic events;
•cyberattacks,
including denial of service attacks, targeted at us, our data
centers, or the infrastructure of the internet;
•failure
by us to maintain and update our cloud infrastructure to meet our
data capacity requirements;
•errors,
defects or performance problems in our software, including
third-party software incorporated in our software;
•improper
deployment or configuration of our solutions;
•the
failure of our redundancy systems, in the event of a service
disruption at one of our data centers, to provide failover to other
data centers in our data center network; and
•the
failure of our disaster recovery and business continuity
arrangements.
The adverse effects of any service interruptions on our reputation,
results of operations, and financial condition may be
disproportionately heightened due to the nature of our business and
the fact that our customers have a low tolerance for interruptions
of any duration. Interruptions or failures in our service delivery
could result in a cyberattack or other security threat to one of
our customers during such periods of interruption or failure.
Additionally, interruptions or failures in our service could cause
customers to terminate their subscriptions with us, adversely
affect our renewal rates, and harm our ability to attract new
customers. Our business would also be harmed if our customers
believe that a cloud-based SaaS-delivered endpoint security
solution is unreliable. While we do not consider them to have been
material, we have experienced, and may in the future experience,
service interruptions and other performance problems due to a
variety of factors. The occurrence of any of these factors, or if
we are unable to rapidly and cost-effectively fix such errors or
other problems that may be identified, could damage our reputation,
negatively affect our relationship with our customers or otherwise
harm our business, results of operations and financial
condition.
We rely on our key technical, sales and management personnel to
grow our business, and the loss of one or more key employees could
harm our business.
Our future success is substantially dependent on our ability to
attract, retain, and motivate the members of our management team
and other key employees throughout our organization. In particular,
we are highly dependent on the services of George Kurtz, our
President and Chief Executive Officer, who is critical to our
future vision and strategic direction. We rely on our leadership
team in the areas of operations, security, research and
development, marketing, sales, support and general and
administrative functions. Although we have entered into employment
agreements with our key personnel, our employees, including our
executive officers, work for us on an “at-will” basis, which means
they may terminate their employment with us at any time. Leadership
transitions can be inherently difficult to manage. In particular,
they can cause operational and administrative inefficiencies, and
could impact relationships with key customers and vendors. If Mr.
Kurtz, or one or more of our key employees, or members of our
management team resigns or otherwise ceases to provide us with
their service, our business could be harmed.
If we are unable to attract and retain qualified personnel, our
business could be harmed.
There is also significant competition for personnel with the skills
and technical knowledge that we require across our technology,
cyber, sales, professional services, and administrative support
functions. Competition for these personnel is intense, especially
for experienced sales professionals and for engineers experienced
in designing and developing cloud applications and security
software. We have from time to time experienced, and we expect to
continue to experience, difficulty in hiring and retaining
employees with appropriate qualifications. For example, in recent
years, recruiting, hiring and retaining employees with expertise in
the cybersecurity industry has become increasingly difficult as the
demand for cybersecurity professionals has increased as a result of
the recent cybersecurity attacks on global corporations and
governments. Additionally, our incident response and proactive
services team is small and comprised of personnel with highly
technical skills and experience, who are in high demand, and who
would be difficult to replace. More generally, the technology
industry is subject to substantial and continuous competition for
engineers with high levels of experience in designing, developing
and managing software and Internet-related services. Many of the
companies with which we compete for experienced personnel have
greater resources than we have. Our competitors also may be
successful in recruiting and hiring members of our management team
or other key employees, and it may be difficult for us to find
suitable replacements on a timely basis, on competitive terms, or
at all. We have in the past, and may in the future, be subject to
allegations that employees we hire have been improperly solicited,
or that they have divulged proprietary or other confidential
information or that their former employers own such employees’
inventions or other work product, or that they have been hired in
violation of non-compete provisions or non-solicitation
provisions.
In addition, job candidates and existing employees often consider
the value of the equity awards they receive in connection with
their employment. Volatility or lack of performance in our stock
price may also affect our ability to attract and retain our key
employees. Also, many of our employees have become, or will soon
become, vested in a substantial amount of equity awards, which may
give them a substantial amount of personal wealth. This may make it
more difficult for us to retain and motivate these employees, and
this wealth could affect their decision about whether or not they
continue to work for us. Any failure to successfully attract,
integrate or retain qualified personnel to fulfill our current or
future needs could adversely affect our business, results of
operations and financial condition.
If we do not effectively expand and train our direct sales force,
we may be unable to add new customers or increase sales to our
existing customers, and our business will be adversely
affected.
We depend on our direct sales force to obtain new customers and
increase sales with existing customers. Our ability to achieve
significant revenue growth will depend, in large part, on our
success in recruiting, training and retaining sufficient numbers of
sales personnel, particularly in international markets. We have
expanded our sales organization significantly in recent periods and
expect to continue to add additional sales capabilities in the near
term. There is significant competition for sales personnel with the
skills and technical knowledge that we require. New hires require
significant training and may take significant time before they
achieve full productivity, and this delay is accentuated by our
long sales cycles. Our recent hires and planned hires may not
become productive as quickly as we expect, and we may be unable to
hire or retain sufficient numbers of qualified individuals in the
markets where we do business or plan to do business. In addition, a
large percentage of our sales force is new to our company and
selling our solutions, and therefore this team may be less
effective than our more seasoned sales personnel. Furthermore,
hiring sales personnel in new countries, or expanding our existing
presence, requires upfront and ongoing expenditures that we may not
recover if the sales personnel fail to achieve full productivity.
We cannot predict whether, or to what extent, our sales will
increase as we expand our sales force or how long it will take for
sales personnel to become productive. If we are unable to hire and
train a sufficient number of effective sales personnel, or the
sales personnel we hire are not successful in obtaining new
customers or increasing sales to our existing customer base, our
business and results of operations will be adversely
affected.
Because we recognize revenue from subscriptions to our platform
over the term of the subscription, downturns or upturns in new
business will not be immediately reflected in our results of
operations.
We generally recognize revenue from customers ratably over the
terms of their subscription, which is generally one year. As a
result, a substantial portion of the revenue we report in each
period is attributable to the recognition of deferred revenue
relating to agreements that we entered into during previous
periods. Consequently, any increase or decline in new sales or
renewals in any one period will not be immediately reflected in our
revenue for that period. Any such change, however, would affect our
revenue in future periods. Accordingly, the effect of downturns or
upturns in new sales and potential changes in our rate of renewals
may not be fully reflected in our results of operations until
future periods. We may also be unable to timely reduce our cost
structure in line with a significant deterioration in sales or
renewals that would adversely affect our results of operations and
financial condition.
Our results of operations may fluctuate significantly, which could
make our future results difficult to predict and could cause our
results of operations to fall below expectations.
Our results of operations may vary significantly from period to
period, which could adversely affect our business, financial
condition and results of operations. Our results of operations have
varied significantly from period to period, and we expect that our
results of operations will continue to vary as a result of a number
of factors, many of which are outside of our control and may be
difficult to predict, including:
•our
ability to attract new and retain existing customers;
•the
budgeting cycles, seasonal buying patterns, and purchasing
practices of customers;
•economic
difficulties confronting our customers, which may impact the number
of modules or endpoint deployments they are willing or able to
purchase;
•the
timing and length of our sales cycles;
•changes
in customer or channel partner requirements or market
needs;
•changes
in the growth rate of the cloud-based SaaS-delivered endpoint
security solutions market;
•the
timing and success of new product and service introductions by us
or our competitors or any other competitive developments, including
consolidation among our customers or competitors;
•the
level of awareness of cybersecurity threats, particularly advanced
cyberattacks, and the market adoption of our Falcon
platform;
•our
ability to successfully expand our business domestically and
internationally;
•decisions
by organizations to purchase security solutions from larger, more
established security vendors or from their primary IT equipment
vendors;
•changes
in our pricing policies or those of our competitors;
•any
disruption in our relationship with channel partners;
•insolvency
or credit difficulties confronting our customers, affecting their
ability to purchase or pay for our solutions;
•significant
security breaches of, technical difficulties with or interruptions
to, the use of our Falcon platform;
•extraordinary
expenses such as litigation or other dispute-related settlement
payments or outcomes;
•future
accounting pronouncements or changes in our accounting policies or
practices;
•negative
media coverage or publicity;
•political
events;
•the
amount and timing of operating costs and capital expenditures
related to the expansion of our business;
•increases
or decreases in our expenses caused by fluctuations in foreign
currency exchange rates; and
•significant
natural disasters and other catastrophic events, including the
occurrence of a contagious disease or illness, such as
COVID-19.
Furthermore, our business and revenues are impacted by global
economic and geopolitical conditions. Volatile financial markets,
inflation, rising interest rates, supply chain challenges,
political turmoil and other disruptions to global and regional
economies and markets continue to add uncertainty to macroeconomic
conditions. Any continued or further uncertainty, weakness or
deterioration in economic conditions or the geopolitical
environment could harm our business and results of operations. In
addition, we experience seasonal fluctuations in our financial
results as we typically receive a higher percentage of our annual
orders from new customers, as well as renewal orders from existing
customers, in the second half of the fiscal year as compared to the
first half of the year due to the annual budget approval process of
many of our customers. In addition, we also experience seasonality
in our operating margin, typically with a lower margin in the first
half of our fiscal year. Any of the above factors, individually or
in the aggregate, may result in significant fluctuations in our
financial and other results of operations from period to period. As
a result of this variability, our historical results of operations
should not be relied upon as an indication of future performance.
Moreover, this variability and unpredictability could result in our
failure to meet our operating plan or the expectations of investors
or analysts for any period. If we fail to meet such expectations
for these or other reasons, our stock price could fall
substantially, and we could face costly lawsuits, including
securities class action suits.
If we are not able to maintain and enhance our CrowdStrike and
Falcon brand and our reputation as a provider of high-efficacy
security solutions, our business and results of operations may be
adversely affected.
We believe that maintaining and enhancing our CrowdStrike and
Falcon brand and our reputation as a provider of high-efficacy
security solutions is critical to our relationship with our
existing customers, channel partners, and technology alliance
partners and our ability to attract new customers and partners. The
successful promotion of our CrowdStrike and Falcon brand will
depend on a number of factors, including our marketing efforts, our
ability to continue to develop additional cloud modules and
features for our Falcon platform, our ability to successfully
differentiate our Falcon platform from competitive cloud-based or
legacy security solutions and, ultimately, our ability to detect
and stop breaches. Although we believe it is important for our
growth, our brand promotion activities may not be successful or
yield increased revenue.
In addition, independent industry or financial analysts and
research firms often test our solutions and provide reviews of our
Falcon platform, as well as the products of our competitors, and
perception of our Falcon platform in the marketplace may be
significantly influenced by these reviews. If these reviews are
negative, or less positive as compared to those of our competitors’
products, our brand may be adversely affected. Our solutions may
fail to detect or prevent threats in any particular
test for a number of reasons that may or may not be related to the
efficacy of our solutions in real world environments. To the extent
potential customers, industry analysts or testing firms believe
that the occurrence of a failure to detect or prevent any
particular threat is a flaw or indicates that our solutions or
services do not provide significant value, we may lose customers,
and our reputation, financial condition and business would be
harmed. Additionally, the performance of our channel partners and
technology alliance partners may affect our brand and reputation if
customers do not have a positive experience with these partners. In
addition, we have in the past worked, and continue to work, with
high profile private and public customers as well as assist in
analyzing and remediating high profile cyberattacks, which
sometimes involve nation-state actors. Our work with such customers
has exposed us to publicity and media coverage. Changing political
environments in the United States and abroad may amplify the media
and political scrutiny we face. Negative publicity about us,
including about our management, the efficacy and reliability of our
Falcon platform, our products offerings, our professional services,
and the customers we work with, even if inaccurate, could adversely
affect our reputation and brand.
If we are unable to maintain successful relationships with our
channel partners and technology alliance partners, or if our
channel partners or technology alliance partners fail to perform,
our ability to market, sell and distribute our Falcon platform will
be limited, and our business, financial position and results of
operations will be harmed.
In addition to our direct sales force, we rely on our channel
partners to sell and support our Falcon platform. The vast majority
of sales of our Falcon platform flow through our channel partners,
and we expect this to continue for the foreseeable future.
Additionally, we have entered, and intend to continue to enter,
into technology alliance partnerships with third parties to support
our future growth plans. The loss of a substantial number of our
channel partners or technology alliance partners, or the failure to
recruit additional partners, could adversely affect our results of
operations. Our ability to achieve revenue growth in the future
will depend in part on our success in maintaining successful
relationships with our channel partners and in training our channel
partners to independently sell and deploy our Falcon platform. If
we fail to effectively manage our existing sales channels, or if
our channel partners are unsuccessful in fulfilling the orders for
our solutions, or if we are unable to enter into arrangements with,
and retain a sufficient number of, high quality channel partners in
each of the regions in which we sell solutions and keep them
motivated to sell our products, our ability to sell our products
and results of operations will be harmed.
Our international operations and plans for future international
expansion expose us to significant risks, and failure to manage
those risks could adversely impact our business.
We derived approximately 30%, 28%, and 28% of our total revenue
from our international customers for fiscal 2023, fiscal 2022, and
fiscal 2021, respectively. We are continuing to adapt to and
develop strategies to address international markets and our growth
strategy includes expansion into target geographies, but there is
no guarantee that such efforts will be successful. We expect that
our international activities will continue to grow in the future,
as we continue to pursue opportunities in international markets.
These international operations will require significant management
attention and financial resources and are subject to substantial
risks, including:
•greater
difficulty in negotiating contracts with standard terms, enforcing
contracts and managing collections, and longer collection
periods;
•higher
costs of doing business internationally, including costs incurred
in establishing and maintaining office space and equipment for our
international operations;
•management
communication and integration problems resulting from cultural and
geographic dispersion;
•risks
associated with trade restrictions and foreign legal requirements,
including any importation, certification, and localization of our
Falcon platform that may be required in foreign
countries;
•greater
risk of unexpected changes in regulatory practices, tariffs, and
tax laws and treaties;
•compliance
with anti-bribery laws, including, without limitation, compliance
with the U.S. Foreign Corrupt Practices Act of 1977, as amended, or
FCPA, the U.S. Travel Act and the U.K. Bribery Act 2010, or Bribery
Act, violations of which could lead to significant fines,
penalties, and collateral consequences for our
company;
•heightened
risk of unfair or corrupt business practices in certain geographies
and of improper or fraudulent sales arrangements that may impact
financial results and result in restatements of, or irregularities
in, financial statements;
•the
uncertainty of protection for intellectual property rights in some
countries;
•general
economic and political conditions in these foreign
markets;
•foreign
exchange controls or tax regulations that might prevent us from
repatriating cash earned outside the United States;
•political
and economic instability in some countries;
•double
taxation of our international earnings and potentially adverse tax
consequences due to changes in the tax laws of the United States or
the foreign jurisdictions in which we operate;
•unexpected
costs for the localization of our services, including translation
into foreign languages and adaptation for local practices and
regulatory requirements (including, but not limited to data
localization requirements);
•requirements
to comply with foreign privacy, data protection, and information
security laws and regulations and the risks and costs of
noncompliance;
•greater
difficulty in identifying, attracting and retaining local qualified
personnel, and the costs and expenses associated with such
activities;
•greater
difficulty identifying qualified channel partners and maintaining
successful relationships with such partners;
•differing
employment practices and labor relations issues; and
•difficulties
in managing and staffing international offices and increased
travel, infrastructure, and legal compliance costs associated with
multiple international locations.
Additionally, nearly all of our sales contracts are currently
denominated in U.S. dollars. However, a strengthening of the U.S.
dollar could increase the cost of our solutions to our
international customers, which could adversely affect our business
and results of operations. In addition, an increasing portion of
our operating expenses is incurred outside the United States; is
denominated in foreign currencies, such as the Australian Dollar,
British Pound, Canadian Dollar, Euro, Indian Rupee, and Japanese
Yen; and is subject to fluctuations due to changes in foreign
currency exchange rates. If we become more exposed to currency
fluctuations and are not able to successfully hedge against the
risks associated with currency fluctuations, our results of
operations could be adversely affected.
As we continue to develop and grow our business globally, our
success will depend in large part on our ability to anticipate and
effectively manage these risks. The expansion of our existing
international operations and entry into additional international
markets will require significant management attention and financial
resources. Our failure to successfully manage our international
operations and the associated risks could limit the future growth
of our business.
Our business depends, in part, on sales to government
organizations, and significant changes in the contracting or fiscal
policies of such government organizations could have an adverse
effect on our business and results of operations.
Our future growth depends, in part, on increasing sales to
government organizations. Demand from government organizations is
often unpredictable, subject to budgetary uncertainty and typically
involves long sales cycles. We have made significant investment to
address the government sector, but we cannot assure you that these
investments will be successful, or that we will be able to maintain
or grow our revenue from the government sector. U.S. federal, state
and local government sales as well as foreign government sales are
subject to a number of challenges and risks that may adversely
impact our business.
Sales to such government entities include, but are not limited to,
the following risks:
•selling
to governmental agencies can be highly competitive, expensive and
time consuming, often requiring significant upfront time and
expense without any assurance that such efforts will generate a
sale;
•we
may be required to obtain personnel security clearances and
facility clearances to perform on classified contracts for
government agencies, and there is no guarantee that we will be able
to obtain or maintain such clearances;
•government
certification, software supply chain, or source code transparency
requirements applicable to us or our products are constantly
evolving and, in doing so, restrict our ability to sell to certain
government customers until we have attained the new or revised
certification or meet other applicable requirements, which we are
not guaranteed to do. For example, although we are currently
certified under the U.S. Federal Risk and Authorization Management
Program, or FedRAMP, such certification is costly to maintain and
if we lose our certification it would restrict our ability to sell
to government customers;
•government
product requirements are often technically complex and assessors
may require us to make costly changes to our products to meet such
requirements without any assurance that such changes will generate
a sale;
•government
demand and payment for our Falcon platform may be impacted by
public sector budgetary cycles and funding authorizations, with
funding reductions or delays in the government appropriations or
procurement processes adversely affecting public sector demand for
our Falcon platform, including as a result of abrupt events such as
war, incidents of terrorism, natural disasters, and public health
concerns or epidemics;
•government
attitudes towards us as a company, our platform or the capabilities
that we offer as a viable software solution may change, and reduce
interest in our products and services as acceptable
solutions;
•changes
in the political environment, including before or after a change to
the leadership within the government administration, can create
uncertainty or changes in policy or priorities and reduce available
funding for our products and services;
•third
parties may compete intensely with us on pending, new or existing
contracts with government products, which can also lead to appeals,
disputes, or litigation relating to government procurement,
including but not limited to bid protests by unsuccessful bidders
on potential or actual awards of contracts to us or our partners by
the government;
•even
if we are awarded a sale, the terms of such contracts may be
unusually burdensome;
•governments
routinely investigate and audit government contractors’
administrative processes, and any unfavorable audit could result in
the government refusing to continue buying our Falcon platform,
which would adversely impact our revenue and results of operations,
or institute fines or civil or criminal liability if the audit were
to uncover improper or illegal activities; and
•governments
may require certain products to be manufactured, hosted, or
accessed solely in their country or in other relatively high-cost
manufacturing locations, and we may not manufacture all products in
locations that meet these requirements, affecting our ability to
sell these products to governmental agencies.
The occurrence of any of the foregoing risks could cause
governments and governmental agencies to delay or refrain from
purchasing our solutions in the future or otherwise have an adverse
effect on our business and results of operations.
We may not timely and cost-effectively scale and adapt our existing
technology to meet our customers’ performance and other
requirements.
Our future growth is dependent upon our ability to continue to meet
the needs of new customers and the expanding needs of our existing
customers as their use of our solutions grow. As our customers gain
more experience with our solutions, the number of endpoints and
events, the amount of data transferred, processed and stored by us,
the number of locations where our platform and services are being
accessed, have in the past, and may in the future, expand rapidly.
In order to meet the performance and other requirements of our
customers, we intend to continue to make significant investments to
increase capacity and to develop and implement new technologies in
our service and cloud infrastructure operations. These
technologies, which include databases, applications and server
optimizations, network and hosting strategies, and automation, are
often advanced, complex, new and untested. We may not be successful
in developing or implementing these technologies. In addition, it
takes a significant amount of time to plan, develop and test
improvements to our technologies and infrastructure, and we may not
be able to accurately forecast demand or predict the results we
will realize from such improvements. To the extent that we do not
effectively scale our operations to meet the needs of our growing
customer base and to maintain performance as our customers expand
their use of our solutions, we may not be able to grow as quickly
as we anticipate, our customers may reduce or cancel use of our
solutions and we may be unable to compete as effectively and our
business and results of operations may be harmed.
Additionally, we have and will continue to make substantial
investments to support growth at our data centers and improve the
profitability of our cloud platform. For example, because of the
importance of AWS’ services to our business and AWS’ position in
the cloud-based server industry, any renegotiation or renewal of
our agreement with AWS may be on terms that are significantly less
favorable to us than our current agreement. If our cloud-based
server costs were to increase, our business, results of operations
and financial condition may be adversely affected. Although we
expect that we could receive similar services from other third
parties, if any of our arrangements with AWS are terminated, we
could experience interruptions on our Falcon platform and in our
ability to make our solutions available to customers, as well as
delays and additional expenses in arranging alternative cloud
infrastructure services. Ongoing improvements to cloud
infrastructure may be more expensive than we anticipate, and may
not yield the expected savings in operating costs or the expected
performance benefits. In addition, we may be required to re-invest
any cost savings achieved from prior cloud infrastructure
improvements in future infrastructure projects to maintain the
levels of service required by our customers. We may not be able to
maintain or achieve cost savings from our investments, which could
harm our financial results.
Our ability to maintain customer satisfaction depends in part on
the quality of our customer support.
Once our Falcon platform is deployed within our customers’
networks, our customers depend on our customer support services to
resolve any issues relating to the implementation and maintenance
of our Falcon platform. If we do not provide effective ongoing
support, customer renewals and our ability to sell additional
modules as part of our Falcon platform to existing customers could
be adversely affected and our reputation with potential customers
could be damaged. Many larger organizations have more complex
networks and require higher levels of support than smaller
customers and we offer premium services for these customers.
Failure to maintain high-quality customer support could have a
material adverse effect on our business, results of operations, and
financial condition.
We may need to raise additional capital to expand our operations
and invest in new solutions, which capital may not be available on
terms acceptable to us, or at all, and which could reduce our
ability to compete and could harm our business.
We expect that our existing cash and cash equivalents will be
sufficient to meet our anticipated cash needs for working capital
and capital expenditures for at least the next 12 months. Retaining
or expanding our current levels of personnel and products offerings
may require additional funds to respond to business challenges,
including the need to develop new products and enhancements to our
Falcon platform, improve our operating infrastructure, or acquire
complementary businesses and technologies. Our failure to raise
additional capital or generate the significant capital necessary to
expand our operations and invest in new products could reduce our
ability to compete and could harm our business. Accordingly, we may
need to engage in additional equity or debt financings to secure
additional funds. If we raise additional equity financing, our
stockholders may experience significant dilution of their ownership
interests and the market price of our Class A common stock could
decline. If we engage in additional debt financing, the holders of
such debt would have priority over the holders of our Class A
common stock, and we may be required to accept terms that further
restrict our operations or our ability to incur additional
indebtedness or to take other actions that would otherwise be in
the interests of the debt holders. Any of the above could harm our
business, results of operations, and financial
condition.
If we cannot maintain our company culture as we grow, we could lose
the innovation, teamwork, passion, and focus on execution that we
believe contribute to our success and our business may be
harmed.
We believe that our corporate culture has been a contributor to our
success, which we believe fosters innovation, teamwork, passion and
focus on building and marketing our Falcon platform. As we grow, we
may find it difficult to maintain our corporate culture. Any
failure to preserve our culture could harm our future success,
including our ability to retain and recruit personnel, innovate and
operate effectively and execute on our business strategy.
Additionally, our productivity and the quality of our solutions may
be adversely affected if we do not integrate and train our new
employees quickly and effectively. If we experience any of these
effects in connection with future growth, it could impair our
ability to attract new customers, retain existing customers and
expand their use of our Falcon platform, all of which would
adversely affect our business, financial condition and results of
operations.
Public health crises, such as the COVID-19 pandemic could adversely
affect our business, operating results and future
revenue.
We are subject to public health crises, such as the COVID-19
pandemic, which has impacted and continues to impact worldwide
economic activity and financial markets. We have previously taken
and may in the future take precautionary measures intended to
mitigate the spread of the COVID-19 virus and minimize the risk to
our employees, customers, partners, and the communities in which we
operate to respond to developments relating to the pandemic,
including developments relating to infection rates, disease
variants, vaccination progress and efficacy, and evolving public
health guidance. These measures could, for example, negatively
affect our customer success efforts, delay and lengthen our sales
cycles, impact our sales and marketing efforts, slow our
international expansion efforts, increase cybersecurity risks, and
create operational or other challenges, any of which could harm our
business and results of operations.
In addition, public health crises may disrupt the operations of our
customers and partners for an indefinite period of time. Some of
our customers have been negatively impacted by the COVID-19
pandemic, which could result in delays in accounts receivable
collection, or result in decreased technology spending which could
negatively affect our revenues. More generally, the COVID-19
pandemic adversely affected economies and financial markets
globally. Uncertainty caused by public health crises could lead to
prolonged economic downturns, which could result in a larger
customer churn than we can anticipate and reduce demand for our
products and services, in which case our revenues could be
significantly impacted. The lasting impact of the public health
crises, including the COVID-19 pandemic, may also exacerbate other
risks discussed in this “Risk Factors” section and elsewhere in
this Annual Report on Form 10-K.
We rely on a limited number of suppliers for certain components of
the equipment we use to operate our cloud platform. Supply chain
disruptions could delay our ability to expand or increase the
capacity of our global data center network, replace defective
equipment in our existing data centers and impact our operating
costs.
We rely on a limited number of suppliers for several components of
the equipment we use to operate our cloud platform and provide
services to our customers. We generally purchase these components
on a purchase order basis, and do not have long-term contracts
guaranteeing supply. Our reliance on these suppliers exposes us to
risks, including reduced control over production costs and
constraints based on the then current availability, terms and
pricing of these components. If we experience disruption or delay
from our suppliers, we may not be able to obtain supplies or
components from alternative suppliers on a timely basis or on terms
that are favorable to us, if at all. The technology industry has
recently experienced widespread component shortages and delivery
delays, including as a result of geopolitical tensions, the
COVID-19 pandemic and natural disasters. While we have taken steps
to mitigate our supply chain risk, supply chain disruptions and
delays could nevertheless adversely impact our operations by, among
other things, causing us to delay opening new data centers, delay
increasing capacity or replacing defective equipment at existing
data centers, and experience increased operating
costs.
Risks Related to Intellectual Property, Legal, and Regulatory
Matters
The success of our business depends in part on our ability to
protect and enforce our intellectual property rights.
We believe our intellectual property is an essential asset of our
business, and our success and ability to compete depend in part
upon protection of our intellectual property rights. We rely on a
combination of patent, copyright, trademark and trade secret laws,
as well as confidentiality procedures and contractual provisions,
to establish and protect our intellectual property rights in the
United States and abroad, all of which provide only limited
protection. The efforts we have taken to protect our
intellectual property may not be sufficient or effective, and our
trademarks, copyrights and patents may be held invalid or
unenforceable. Moreover, we cannot assure you that any patents will
be issued with respect to our currently pending patent applications
in a manner that gives us adequate defensive protection or
competitive advantages, or that any patents issued to us will not
be challenged, invalidated or circumvented. We have filed for
patents in the United States and in certain non-U.S. jurisdictions,
but such protections may not be available in all countries in which
we operate or in which we seek to enforce our intellectual property
rights, or may be difficult to enforce in practice. For example,
many foreign countries have compulsory licensing laws under which a
patent owner must grant licenses to third parties. In addition,
many countries limit the enforceability of patents against certain
third parties, including government agencies or government
contractors. In these countries, patents may provide limited or no
benefit. Moreover, we may need to expend additional resources to
defend our intellectual property rights in these countries, and our
inability to do so could impair our business or adversely affect
our international expansion. Our currently issued patents and any
patents that may be issued in the future with respect to pending or
future patent applications may not provide sufficiently broad
protection or they may not prove to be enforceable in actions
against alleged infringers.
We may not be effective in policing unauthorized use of our
intellectual property, and even if we do detect violations,
litigation or technical changes to our products may be necessary to
enforce our intellectual property rights. Protecting against the
unauthorized use of our intellectual property rights, technology
and other proprietary rights is expensive and difficult,
particularly outside of the United States. Any enforcement efforts
we undertake, including litigation, could be time-consuming and
expensive and could divert management’s attention, which could harm
our business and results of operations. Further, attempts to
enforce our rights against third parties could also provoke these
third parties to assert their own intellectual property or other
rights against us, or result in a holding that invalidates or
narrows the scope of our rights, in whole or in part. The inability
to adequately protect and enforce our intellectual property and
other proprietary rights could seriously harm our business, results
of operations and financial condition. Even if we are able to
secure our intellectual property rights, we cannot assure you that
such rights will provide us with competitive advantages or
distinguish our services from those of our competitors or that our
competitors will not independently develop similar technology,
duplicate any of our technology, or design around our
patents.
Claims by others that we infringe their proprietary technology or
other intellectual property rights could result in significant
costs and substantially harm our business, financial condition,
results of operations, and prospects.
Claims by others that we infringe their proprietary technology or
other intellectual property rights could harm our business. A
number of companies in our industry hold a large number of patents
and also protect their copyright, trade secret and other
intellectual property rights, and companies in the networking and
security industry frequently enter into litigation based on
allegations of patent infringement or other violations of
intellectual property rights. For example, in March 2022, Webroot,
Inc. and Open Text, Inc. filed a lawsuit against us alleging that
certain of our products infringe on patents held by them. As we
face increasing competition and grow, the possibility of
intellectual property rights claims against us also grows. In
addition, to the extent we hire personnel from competitors, we may
be subject to allegations that such personnel have divulged
proprietary or other confidential information to us. From time to
time, third parties have in the past and may in the future assert
claims of infringement of intellectual property rights against
us.
Third parties may in the future also assert claims against our
customers or channel partners, whom our standard license and other
agreements obligate us to indemnify against claims that our
solutions infringe the intellectual property rights of third
parties. As the number of products and competitors in the security
and IT operations market increases and overlaps occur, claims of
infringement, misappropriation, and other violations of
intellectual property rights may increase. While we intend to
increase the size of our patent portfolio, many of our competitors
and others may now and in the future have significantly larger and
more mature patent portfolios than we have. In addition, future
litigation may involve non-practicing entities, companies or other
patent owners who have no relevant product offerings or revenue and
against whom our own patents may therefore provide little or no
deterrence or protection. Any claim of intellectual property
infringement by a third party, even a claim without merit, could
cause us to incur substantial costs defending against such claim,
could distract our management from our business and could require
us to cease use of such intellectual property.
Additionally, our insurance may not cover intellectual property
rights infringement claims that may be made. In the event that we
fail to successfully defend ourselves against an infringement
claim, a successful claimant could secure a judgment or otherwise
require payment of legal fees, settlement payments, ongoing
royalties or other costs or damages; or we may agree to a
settlement that prevents us from offering certain services or
features; or we may be required to obtain a license, which may not
be available on reasonable terms, or at all, to use the relevant
technology. If we are prevented from using certain technology
or
intellectual property, we may be required to develop alternative,
non-infringing technology, which could require significant time,
effort and expense and may ultimately not be successful.
Additionally, we may be unable to continue to offer our affected
services or features while developing such technology.
Although third parties may offer a license to their technology or
other intellectual property, the terms of any offered license may
not be acceptable, and the failure to obtain a license or the costs
associated with any license could cause our business, financial
condition and results of operations to be adversely affected. In
addition, some licenses may be nonexclusive, and therefore our
competitors may have access to the same technology licensed to us.
If a third party does not offer us a license to its technology or
other intellectual property on reasonable terms, or at all, we
could be enjoined from continued use of such intellectual property.
As a result, we may be required to develop alternative,
non-infringing technology, which could require significant time,
effort and expense and may ultimately not be successful.
Additionally, we may be unable to continue to offer our affected
products, subscriptions or services, while developing such
technology. Furthermore, a successful claimant could secure a
judgment or we may agree to a settlement that prevents us from
distributing certain products, providing certain subscriptions or
performing certain services. Any such judgment or settlement could
also require us to pay substantial damages, royalties or other
fees. Any of these events could harm our business, financial
condition and results of operations.
We license technology from third parties, and our inability to
maintain those licenses could harm our business.
We currently incorporate, and will in the future incorporate,
technology that we license from third parties, including software,
into our solutions. We cannot be certain that our licensors do not
or will not infringe on the intellectual property rights of third
parties or that our licensors have or will have sufficient rights
to the licensed intellectual property in all jurisdictions in which
we may sell our Falcon platform. Some of our agreements with our
licensors may be terminated by them for convenience, or otherwise
provide for a limited term. If we are unable to continue to license
technology because of intellectual property infringement claims
brought by third parties against our licensors or against us, or if
we are unable to continue our license agreements or enter into new
licenses on commercially reasonable terms, our ability to develop
and sell solutions and services containing or dependent on that
technology would be limited, and our business could be harmed.
Additionally, if we are unable to license technology from third
parties, we may be forced to acquire or develop alternative
technology, which we may be unable to do in a commercially feasible
manner or at all, and may require us to use alternative technology
of lower quality or performance standards. This could limit or
delay our ability to offer new or competitive solutions and
increase our costs. As a result, our margins, market share, and
results of operations could be significantly harmed.
We are required to comply with stringent, complex and evolving
laws, rules, regulations and standards in many jurisdictions, as
well as contractual obligations, relating to data privacy and
security. Any actual or perceived failure to comply with these
requirements could have a material adverse effect on our
business.
We are required to comply with stringent, complex and evolving
laws, rules, regulations and standards in many jurisdictions, as
well as contractual obligations, relating to data privacy and
security. Ensuring that our collection, use, transfer, storage and
other processing of personal information complies with such
requirements can increase operating costs, impact the development
of new products or services, and reduce operational
efficiency.
In the United States, there are numerous federal, state and local
data privacy and security laws, rules, and regulations governing
the collection, sharing, use, retention, disclosure, security,
transfer, storage and other processing of personal information,
including federal and state data privacy and security laws, data
breach notification laws, and data disposal laws. For example, at
the federal level, we are subject to, among other laws and
regulations, the rules and regulations promulgated under the
authority of the Federal Trade Commission (which has the authority
to regulate and enforce against unfair or deceptive acts or
practices in or affecting commerce, including acts and practices
with respect to data privacy and security), as well as the
Electronic Communication Privacy Act, the Computer Fraud and Abuse
Act, the Health Insurance Portability and Accountability Act, and
the Gramm Leach Bliley Act. The United States Congress also has
considered, is currently considering, and may in the future
consider, various proposals for comprehensive federal data privacy
and security legislation, to which we may become subject if passed.
If we are found to have violated applicable laws or regulations, we
also may be subject to penalties, fines, damages, injunctions or
other outcomes that may adversely affect our operations and
financial results.
At the state level, we are subject to laws and regulations such as
the California Consumer Privacy Act, as amended by the California
Privacy Rights Act (collectively, the “CCPA”). The CCPA broadly
defines personal information and gives California residents
expanded privacy rights and protections, such as affording them the
right to access and request deletion of their information and to
opt out of certain sharing and sales of personal information. The
CCPA also prohibits covered businesses
from discriminating against California residents for exercising any
of their CCPA rights. The CCPA provides for severe civil penalties
and statutory damages for violations and a private right of action
for certain data breaches that result in the loss of unencrypted
personal information. This private right of action is expected to
increase the likelihood of, and risks associated with, data breach
litigation. Numerous other states have also enacted, or are in the
process of enacting or considering, comprehensive state-level data
privacy and security laws, rules, and regulations that share
similarities with the CCPA. At least four such laws, in Virginia,
Colorado, Connecticut, and Utah, have taken effect, or are
scheduled to take effect, in 2023. Moreover, laws in all 50 U.S.
states require businesses to provide notice under certain
circumstances to consumers whose personal information has been
disclosed as a result of a data breach. These state statutes, and
other similar state or federal laws that may be enacted in the
future, may require us to modify our data processing practices and
policies, incur substantial compliance-related costs and expenses,
and otherwise suffer adverse impacts on our business.
Internationally, virtually every jurisdiction in which we operate
has established its own data privacy and security legal framework
with which we must comply. For example, we are required to comply
with the European Union (“EU”) General Data Protection Regulation
(“GDPR”), which imposes stringent obligations regarding the
collection, control, use, sharing, disclosure and other processing
of personal data. Additionally, following the United Kingdom’s
withdrawal from the EU, we also are subject to the U.K. General
Data Protection Regulation (“U.K. GDPR”), a version of the GDPR as
implemented into the laws of the United Kingdom (“U.K.”). While the
GDPR and U.K. GDPR remain substantially similar for the time being,
the U.K. government has announced that it would seek to chart its
own path on data protection and reform its relevant laws, including
in ways that may differ from the GDPR. While these developments
increase uncertainty with regard to data protection regulation in
the U.K., even in their current, substantially similar form, the
GDPR and U.K. GDPR can expose businesses to divergent parallel
regimes that may be subject to potentially different
interpretations and enforcement actions for certain violations and
related uncertainty. Failure to comply with the GDPR or the U.K.
GDPR can result in significant fines and other liability,
including, under the GDPR, fines of up to EUR 20 million (or GBP
17.5 million under the U.K. GDPR) or four percent (4%) of annual
global revenue, whichever is greater. The cost of compliance, and
the potential for fines and penalties for non-compliance, with GDPR
and U.K. GDPR may have a significant adverse effect on our business
and operations.
Legal developments in the European Economic Area (“EEA”), including
recent rulings from the Court of Justice of the European Union
(“CJEU”) and from various EU member state data protection
authorities, have created complexity and uncertainty regarding
processing and transfers of personal data from the EEA to the
United States and other so-called third countries outside the EEA,
including in the context of website cookies. Similar complexities
and uncertainties also apply to transfers from the U.K. to third
countries. While we have taken steps to mitigate the impact on us,
such as implementing the European Commission’s standard contractual
clauses (“SCCs”), the efficacy and longevity of these mechanisms
remains uncertain. Moreover, in 2021, the European Commission
adopted new SCCs, which impose on companies additional obligations
relating to personal data transfers out of the EEA, including the
obligation to update internal privacy practices, conduct transfer
impact assessments and, as required, implement additional security
measures. The new SCCs may increase the legal risks and liabilities
under EU laws associated with cross-border data transfers, and
result in material increased compliance and operational costs.
While the European Commission announced in March 2022 that an
agreement in principle had been reached between EU and U.S.
authorities regarding a new transatlantic data privacy framework,
no formal agreement has been finalized, and any such agreement, if
formalized, is likely to face challenge at the CJEU. Moreover,
although the U.K. currently has an adequacy decision from the
European Commission, such that SCCs are not required for the
transfer of personal data from the EEA to the U.K., that decision
will sunset in June 2025 unless extended and it may be revoked in
the future by the European Commission if the U.K. data protection
regime is reformed in ways that deviate substantially from the
GDPR. Adding further complexity for international data flows, in
March 2022, the U.K. adopted its own International Data Transfer
Agreement (“IDTA”) for transfers of personal data out of the U.K.
to so-called third countries, as well as an international data
transfer addendum (U.K. Addendum) that can be used with the SCCs
for the same purpose. The EU has also proposed legislation that
would regulate non-personal data and establish new cybersecurity
standards, and other countries, including the U.K., may similarly
do so in the future. If we are otherwise unable to transfer data,
including personal data, between and among countries and regions in
which we operate, it could affect the manner in which we provide
our services, the geographical location or segregation of our
relevant systems and operations, and could adversely affect our
financial results. While we have implemented new controls and
procedures designed to comply with the requirements of the GDPR,
U.K. GDPR and the data privacy and security laws of other
jurisdictions in which we operate, such procedures and controls may
not be effective in ensuring compliance or preventing unauthorized
transfers of personal data.
Moreover, while we strive to publish and prominently display
privacy policies that are accurate, comprehensive, and compliant
with applicable laws, rules regulations and industry standards, we
cannot ensure that our privacy policies and other statements
regarding our practices will be sufficient to protect us from
claims, proceedings, liability or adverse publicity
relating to data privacy and security. Although we endeavor to
comply with our privacy policies, we may at times fail to do so or
be alleged to have failed to do so. If our public statements about
our use, collection, disclosure and other processing of personal
information, whether made through our privacy policies, information
provided on our website, press statements or otherwise, are alleged
to be deceptive, unfair or misrepresentative of our actual
practices, we may be subject to potential government or legal
investigation or action, including by the Federal Trade Commission
or applicable state attorneys general.
Our compliance efforts are further complicated by the fact that
data privacy and security laws, rules, regulations and standards
around the world are rapidly evolving, may be subject to uncertain
or inconsistent interpretations and enforcement, and may conflict
among various jurisdictions. Any failure or perceived failure by us
to comply with our privacy policies, or applicable data privacy and
security laws, rules, regulations, standards, certifications or
contractual obligations, or any compromise of security that results
in unauthorized access to, or unauthorized loss, destruction, use,
modification, acquisition, disclosure, release or transfer of
personal information, may result in requirements to modify or cease
certain operations or practices, the expenditure of substantial
costs, time and other resources, proceedings or actions against us,
legal liability, governmental investigations, enforcement actions,
claims, fines, judgments, awards, penalties, sanctions and costly
litigation (including class actions). Any of the foregoing could
harm our reputation, distract our management and technical
personnel, increase our costs of doing business, adversely affect
the demand for our products and services, and ultimately result in
the imposition of liability, any of which could have a material
adverse effect on our business, financial condition and results of
operations.
Failure to comply with laws and regulations applicable to our
business could subject us to fines and penalties and could also
cause us to lose customers or negatively impact our ability to
contract with customers, including those in the public
sector.
Our business is subject to regulation by various federal, state,
local and foreign governmental agencies, including agencies
responsible for monitoring and enforcing data protection, data
privacy and data security laws and regulations, employment and
labor laws, workplace safety, product safety, environmental laws,
consumer protection laws, anti-bribery laws, import and export
controls, federal securities laws and tax laws and regulations. In
certain jurisdictions, these regulatory requirements may be more
stringent than in the United States. Noncompliance by us, our
employees, representatives, contractors, channel partners, agents,
intermediaries, or other third parties with applicable regulations
or requirements could subject us to:
•investigations,
enforcement actions and sanctions;
•mandatory
changes to our Falcon platform;
•disgorgement
of profits, fines and damages;
•civil
and criminal penalties or injunctions;
•claims
for damages by our customers or channel partners;
•termination
of contracts;
•loss
of intellectual property rights;
•loss
of our license to do business in the jurisdictions in which we
operate; and
•temporary
or permanent debarment from sales to government
organizations.
If any governmental sanctions are imposed, or if we do not prevail
in any possible civil or criminal litigation, our business, results
of operations and financial condition could be adversely affected.
In addition, responding to any action will likely result in a
significant diversion of management’s attention and resources and
an increase in professional fees. Enforcement actions and sanctions
could harm our business, results of operations and financial
condition.
We endeavor to properly classify employees as exempt versus
non-exempt under applicable law. Although there are no pending or
threatened material claims or investigations against us asserting
that some employees are improperly classified as exempt, the
possibility exists that some of our current or former employees
could have been incorrectly classified as exempt
employees.
These laws and regulations impose added costs on our business, and
failure by us, our employees, representatives, contractors, channel
partners, agents, intermediaries, or other third parties to comply
with these or other applicable regulations and requirements could
lead to claims for damages, penalties, termination of contracts,
loss of exclusive rights in our intellectual property and temporary
suspension or permanent debarment from government contracting. Any
such damages, penalties, disruptions or limitations in our ability
to do business with customers, including those in the public
sector, could result in reduced sales of our products, substantial
product inventory write-offs, reputational damage, penalties, and
other sanctions, any of which could harm our business, reputation,
and results of operations.
We are subject to laws and regulations, including governmental
export and import controls, sanctions, and anti-corruption laws,
that could impair our ability to compete in our markets and subject
us to liability if we are not in full compliance with applicable
laws.
We are subject to laws and regulations, including governmental
export controls, that could subject us to liability or impair our
ability to compete in our markets. Our products are subject to U.S.
export controls, including the U.S. Department of Commerce’s Export
Administration Regulations, and we and our employees,
representatives, contractors, agents, intermediaries, and other
third parties are also subject to various economic and trade
sanctions regulations administered by the U.S. Treasury
Department’s Office of Foreign Assets Control. We incorporate
standard encryption algorithms into our products, which, along with
the underlying technology, may be exported outside of the U.S. only
with the required export authorizations, including by license,
license exception or other appropriate government authorizations,
which may require the filing of an encryption registration and
classification request. Furthermore, U.S. export control laws and
economic sanctions prohibit the shipment of certain cloud-based
solutions to countries, governments, and persons targeted by U.S.
sanctions.
We also collect information about cyber threats from open sources,
intermediaries, and third parties, which we use and make available
to our customers in our threat industry publications. Although we
take precautions and have implemented certain procedures to prevent
our information collection practices and services from being
provided in violation of applicable laws and regulations, our
information collection practices and services may have been in the
past, and could in the future be, provided in violation of such
laws and regulations. In addition, we cannot assure you that third
parties, many of whom we do not control, have complied with all
such laws or regulations. Failure by our employees,
representatives, contractors, agents, intermediaries, or other
third parties to comply with such laws and regulations in the
collection of this information could adversely affect us, through
reputational harm, loss of access to certain markets, government
investigations, and civil and criminal penalties.
Various countries regulate the import of certain encryption
technology, including through import permit and license
requirements, and have enacted laws that could limit our ability to
distribute our products or could limit our customers’ ability to
implement our products in those countries. Obtaining the necessary
authorizations, including any required license, for a particular
transaction may be time consuming, is not guaranteed and may result
in the delay or loss of sales opportunities. Changes in our
products or changes in export and import regulations may create
delays in the introduction of our products into international
markets, prevent our customers with international operations from
deploying our products globally or, in some cases, prevent the
export or import of our products to certain countries, governments
or persons altogether. Any change in export or import regulations,
economic sanctions or related legislation, shift in the enforcement
or scope of existing regulations, or change in the countries,
governments, persons or technologies targeted by such regulations,
could result in decreased use of our products by, or in our
decreased ability to export or sell our products to, existing or
potential customers with international operations. Any decreased
use of our products or limitation on our ability to export or sell
our products would likely adversely affect our business, results of
operations, and financial condition.
We are also subject to the FCPA, the Bribery Act, and other
anti-corruption, sanctions, anti-bribery, anti-money laundering and
similar laws in the United States and other countries in which we
conduct activities. Anti-corruption and anti-bribery laws, which
have been enforced aggressively and are interpreted broadly,
prohibit companies and their employees, agents, intermediaries, and
other third parties from promising, authorizing, making or offering
improper payments or other benefits to government officials and
others in the private sector. We leverage third parties, including
intermediaries, agents, and channel partners, to conduct our
business in the U.S. and abroad, to sell subscriptions to our
Falcon platform and to collect information about cyber threats. We
and these third-parties may have direct or indirect interactions
with officials and employees of government agencies or state-owned
or affiliated entities and we may be held liable for the corrupt or
other illegal activities of these third-party business partners and
intermediaries, our employees, representatives, contractors,
channel partners, agents, intermediaries, and other third parties,
even if we do not authorize such activities. While we have policies
and procedures to address compliance with the FCPA, the Bribery Act
and other anti-corruption, sanctions, anti-bribery, anti-money
laundering and similar laws, we cannot assure you that they will be
effective, or that all of our employees, representatives,
contractors,
channel partners, agents, intermediaries, or other third parties
have taken, or will not take actions, in violation of our policies
and applicable law, for which we may be ultimately held
responsible. As we increase our international sales and business,
our risks under these laws may increase. Noncompliance with these
laws could subject us to investigations, severe criminal or civil
sanctions, settlements, prosecution, loss of export privileges,
suspension or debarment from U.S. government contracts, other
enforcement actions, disgorgement of profits, significant fines,
damages, other civil and criminal penalties or injunctions,
whistleblower complaints, adverse media coverage and other
consequences. Any investigations, actions or sanctions could harm
our reputation, business, results of operations and financial
condition.
Some of our technology incorporates “open source” software, which
could negatively affect our ability to sell our Falcon platform and
subject us to possible litigation.
Our products and subscriptions contain third-party open source
software components, and failure to comply with the terms of the
underlying open source software licenses could restrict our ability
to sell our products and subscriptions. The use and distribution of
open source software may entail greater risks than the use of
third-party commercial software, as open source licensors generally
do not provide warranties or other contractual protections
regarding infringement claims or the quality of the code and they
can change the license terms on which they offer the open source
software. Many of the risks associated with use of open source
software cannot be eliminated and could negatively affect our
business. In addition, the wide availability of source code used in
our solutions could expose us to security
vulnerabilities.
Some open source licenses contain requirements that we make
available source code for modifications or derivative works we
create based upon the type of open source software we use. If we
combine our proprietary software with open source software in a
certain manner, we could, under certain open source licenses, be
required to release the source code of our proprietary software to
the public, including authorizing further modification and
redistribution, or otherwise be limited in the licensing of our
services, each of which could provide an advantage to our
competitors or other entrants to the market, create security
vulnerabilities in our solutions, require us to re-engineer all or
a portion of our Falcon platform, and could reduce or eliminate the
value of our services. This would allow our competitors to create
similar products with lower development effort and time and
ultimately could result in a loss of sales for us.
The terms of many open source licenses have not been interpreted by
U.S. courts, and there is a risk that these licenses could be
construed in ways that could impose unanticipated conditions or
restrictions on our ability to commercialize products and
subscriptions incorporating such software. Moreover, we cannot
assure you that our processes for controlling our use of open
source software in our products and subscriptions will be
effective. From time to time, we may face claims from third parties
asserting ownership of, or demanding release of, the open source
software or derivative works that we developed using such software
(which could include our proprietary source code), or otherwise
seeking to enforce the terms of the applicable open source license.
These claims could result in litigation. Litigation could be costly
for us to defend, have a negative effect on our results of
operations and financial condition or require us to devote
additional research and development resources to change our
solutions. Responding to any infringement or noncompliance claim by
an open source vendor, regardless of its validity, discovering
certain open source software code in our Falcon platform, or a
finding that we have breached the terms of an open source software
license, could harm our business, results of operations and
financial condition, by, among other things:
•resulting
in time-consuming and costly litigation;
•diverting
management’s time and attention from developing our
business;
•requiring
us to pay monetary damages or enter into royalty and licensing
agreements that we would not normally find acceptable;
•causing
delays in the deployment of our Falcon platform or service
offerings to our customers;
•requiring
us to stop offering certain services or features of our Falcon
platform;
•requiring
us to redesign certain components of our Falcon platform using
alternative non-infringing or non-open source technology, which
could require significant effort and expense;
•requiring
us to disclose our software source code and the detailed program
commands for our software; and
•requiring
us to satisfy indemnification obligations to our
customers.
We provide service level commitments under some of our customer
contracts. If we fail to meet these contractual commitments, we
could be obligated to provide credits for future service and our
business could suffer.
Certain of our customer agreements contain service level
commitments, which contain specifications regarding the
availability and performance of our Falcon platform. Any failure of
or disruption to our infrastructure could impact the performance of
our Falcon platform and the availability of services to customers.
If we are unable to meet our stated service level commitments or if
we suffer extended periods of poor performance or unavailability of
our Falcon platform, we may be contractually obligated to provide
affected customers with service credits for future subscriptions,
and, in certain cases, refunds. To date, there has not been a
material failure to meet our service level commitments, and we do
not currently have any material liabilities accrued on our balance
sheets for such commitments. Our revenue, other results of
operations and financial condition could be harmed if we suffer
performance issues or downtime that exceeds the service level
commitments under our agreements with our customers.
We are currently, and may in the future become, involved in
litigation that may adversely affect us.
We are regularly subject to claims, suits, and government
investigations and other proceedings including patent, product
liability, class action, whistleblower, personal injury, property
damage, labor and employment (including allegations of wage and
hour violations), commercial disputes, compliance with laws and
regulatory requirements and other matters, and we may become
subject to additional types of claims, suits, investigations and
proceedings as our business develops. Such claims, suits, and
government investigations and proceedings are inherently uncertain
and their results cannot be predicted with certainty. Regardless of
the outcome, any of these types of legal proceedings can have an
adverse impact on us because of legal costs and diversion of
management attention and resources, and could cause us to incur
significant expenses or liability, adversely affect our brand
recognition, and/or require us to change our business practices.
The expense of litigation and the timing of this expense from
period to period are difficult to estimate, subject to change and
could adversely affect our results of operations. It is possible
that a resolution of one or more such proceedings could result in
substantial damages, settlement costs, fines and penalties that
could adversely affect our business, consolidated financial
position, results of operations, or cash flows in a particular
period. These proceedings could also result in reputational harm,
sanctions, consent decrees, or orders requiring a change in our
business practices. Because of the potential risks, expenses and
uncertainties of litigation, we may, from time to time, settle
disputes, even where we have meritorious claims or defenses, by
agreeing to settlement agreements. Because litigation is inherently
unpredictable, we cannot assure you that the results of any of
these actions will not have a material adverse effect on our
business, financial condition, results of operations, and
prospects. Any of these consequences could adversely affect our
business and results of operations.
Our business is subject to the risks of warranty claims, product
returns, product liability, and product defects from real or
perceived defects in our solutions or their misuse by our customers
or third parties and indemnity provisions in various agreements
potentially expose us to substantial liability for intellectual
property infringement and other losses.
We may be subject to liability claims for damages related to errors
or defects in our solutions. A material liability claim or other
occurrence that harms our reputation or decreases market acceptance
of our products may harm our business and results of operations.
Although we generally have limitation of liability provisions in
our terms and conditions of sale, these provisions do not cover our
indemnification obligations as described in the section titled
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Indemnification” and they may not fully or
effectively protect us from claims as a result of federal, state,
or local laws or ordinances, or unfavorable judicial decisions in
the United States or other countries. The sale and support of our
products also entails the risk of product liability
claims.
Additionally, our agreements with customers and other third parties
typically include indemnification or other provisions under which
we agree to indemnify or otherwise be liable to them for losses
suffered or incurred as a result of claims regarding intellectual
property infringement, breach of agreement, including
confidentiality, privacy and security obligations, violation of
applicable laws, damages caused by failures of our solutions or to
property or persons, or other liabilities relating to or arising
from our products and services, or other acts or omissions. These
contractual provisions often survive termination or expiration of
the applicable agreement. We have not to date received any
indemnification claims from third parties. However, as we continue
to grow, the possibility of these claims against us will
increase.
If our customers or other third parties we do business with make
intellectual property rights or other indemnification claims
against us, we will incur significant legal expenses and may have
to pay damages, license fees, and/or stop using technology found to
be in violation of the third party’s rights. We may also have to
seek a license for the technology. Such license may
not
be available on reasonable terms, if at all, and may significantly
increase our operating expenses or may require us to restrict our
business activities and limit our ability to deliver certain
solutions or features. We may also be required to develop
alternative non-infringing technology, which could require
significant effort and expense and/or cause us to alter our
products and services, which could harm our business. Large
indemnity obligations, whether for intellectual property or other
claims, could harm our business, results of operations, and
financial condition.
Additionally, our Falcon platform may be used by our customers and
other third parties who obtain access to our solutions for purposes
other than for which our platform was intended. For example, our
Falcon platform might be misused by a customer to monitor its
employee’s activities in a manner that violates the employee’s
privacy rights under applicable law.
During the course of performing certain solution-related services
and our professional services, our teams may have significant
access to our customers’ networks. We cannot be sure that an
employee may not take advantage of such access which may make our
customers vulnerable to malicious activity by such employee. Any
such misuse of our Falcon platform could result in negative press
coverage and negatively affect our reputation, which could result
in harm to our business, reputation, and results of
operations.
We maintain insurance to protect against certain claims associated
with the use of our products, but our insurance coverage may not
adequately cover any claim asserted against us. In addition, even
claims that ultimately are unsuccessful could result in our
expenditure of funds in litigation, divert management’s time and
other resources, and harm our business and reputation. We offer our
Falcon Complete customers a limited warranty, subject to certain
conditions. While we maintain insurance relating to our warranty,
we cannot be certain that our insurance coverage will be adequate
to cover such claims, that such insurance will continue to be
available to us on commercially reasonable terms, or at all, or
that any insurer will not deny coverage as to any claim. Any
failure or refusal of our insurance providers to provide the
expected insurance benefits to us after we have paid the warranty
claims would cause us to incur significant expense or cause us to
cease offering this warranty which could damage our reputation,
cause us to lose customers, expose us to liability claims by our
customers, negatively impact our sales and marketing efforts, and
have an adverse effect on our business, financial condition and
results of operations.
Risks Related to Ownership of Our Class A Common
Stock
The market price of our Class A common stock may be volatile
regardless of our operating performance, and you could lose all or
part of your investment.
We cannot predict the prices at which our Class A common stock will
trade. The market price of our Class A common stock depends on a
number of factors, including those described in this “Risk Factors”
section, many of which are beyond our control and may not be
related to our operating performance. These fluctuations could
cause you to lose all or part of your investment in our Class A
common stock. Factors that could cause fluctuations in the market
price of our Class A common stock include the
following:
•actual
or anticipated changes or fluctuations in our results of
operations;
•the
financial projections we may provide to the public, any changes in
these projections or our failure to meet these
projections;
•announcements
by us or our competitors of new products or new or terminated
significant contracts, commercial relationships or capital
commitments;
•industry
or financial analyst or investor reaction to our press releases,
other public announcements and filings with the SEC;
•rumors
and market speculation involving us or other companies in our
industry;
•price
and volume fluctuations in the overall stock market from time to
time;
•changes
in operating performance and stock market valuations of other
technology companies generally, or those in our industry in
particular;
•failure
of industry or financial analysts to maintain coverage of us,
changes in financial estimates by any analysts who follow our
company, or our failure to meet these estimates or the expectations
of investors;
•actual
or anticipated developments in our business or our competitors’
businesses or the competitive landscape generally;
•litigation
involving us, our industry or both, or investigations by regulators
into our operations or those of our competitors;
•developments
or disputes concerning our intellectual property rights or our
solutions, or third-party proprietary rights;
•announced
or completed acquisitions of businesses or technologies by us or
our competitors;
•new
laws or regulations or new interpretations of existing laws or
regulations applicable to our business;
•any
major changes in our management or our board of directors,
particularly with respect to Mr. Kurtz;
•effects
of public health crises, pandemics and epidemics, such as
COVID-19;
•general
economic conditions and slow or negative growth of our markets;
and
•other
events or factors, including those resulting from war, incidents of
terrorism or responses to these events.
In addition, the stock market in general, and the market for
technology companies in particular, has experienced extreme price
and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of those companies.
Broad market and industry factors may seriously affect the market
price of our Class A common stock, regardless of our actual
operating performance. In addition, in the past, following periods
of volatility in the overall market and the market prices of a
particular company’s securities, securities class action litigation
has often been instituted against that company. Securities
litigation, if instituted against us, could result in substantial
costs and divert our management’s attention and resources from our
business. This could have an adverse effect on our business,
results of operations and financial condition.
Sales of substantial amounts of our Class A common stock in the
public markets, or the perception that they might occur, could
reduce the price that our Class A common stock might otherwise
attain and may dilute your voting power and your ownership interest
in us.
Sales of a substantial number of shares of our Class A common stock
in the public market, including shares of Class A stock that have
been converted from shares of Class B common stock, and
particularly sales by our directors, executive officers and
significant stockholders, or the perception that these sales could
occur, could adversely affect the market price of our Class A
common stock. As of February 28, 2023, we
had 222,937,242
shares of Class A common stock outstanding and 12,926,743
shares of Class B common stock outstanding.
In addition, certain holders of our Class B common stock are
entitled to rights with respect to registration of these shares
under the Securities Act pursuant to our amended and restated
registration rights agreement. If these holders of our Class B
common stock, by exercising their registration rights, sell a large
number of shares, they could adversely affect the market price for
our Class A common stock.
We may also issue our shares of Class A common stock or securities
convertible into shares of our Class A common stock from time to
time in connection with a financing, acquisition, investments or
otherwise. Any such issuance could result in substantial dilution
to our existing stockholders and cause the market price of our
Class A common stock to decline.
If industry or financial analysts do not publish research or
reports about our business, or if they issue inaccurate or
unfavorable research regarding our Class A common stock, our stock
price and trading volume could decline.
The trading market for our Class A common stock will be influenced
by the research and reports that industry or financial analysts
publish about us or our business. We do not control these analysts
or the content and opinions included in their reports. If any of
the analysts who cover us issues an inaccurate or unfavorable
opinion regarding our stock price, our stock price would likely
decline. In addition, the stock prices of many companies in the
technology industry have declined significantly after those
companies have failed to meet, or significantly exceed, the
financial guidance publicly announced by the companies or the
expectations of analysts. If our financial results fail to meet, or
significantly exceed, our announced guidance or the expectations of
analysts or public investors, analysts could downgrade our Class A
common stock or publish unfavorable
research about us. If one or more of these analysts cease coverage
of our company or fail to publish reports on us regularly, our
visibility in the financial markets could decrease, which in turn
could cause our stock price or trading volume to
decline.
The dual class structure of our common stock has the effect of
concentrating voting control with those stockholders who held our
capital stock (or options or other securities convertible into or
exercisable for our capital stock) prior to the completion of our
initial public offering, including our executive officers,
employees, directors, principal stockholders, and their affiliates,
which will limit your ability to influence the outcome of matters
submitted to our stockholders for approval.
Our Class B common stock has 10 votes per share, and our Class A
common stock has one vote per share. The dual class structure of
our common stock has the effect of concentrating voting control
with those stockholders who held our capital stock (or options or
other securities convertible into or exercisable for our capital
stock) prior to our initial public offering, including our
executive officers, employees, directors, principal stockholders,
and their affiliates, which will limit your ability to influence
the outcome of matters submitted to our stockholders for approval,
including the election of our directors and the approval of any
change in control transaction. Future transfers by holders of Class
B common stock will generally result in those shares converting to
Class A common stock, which will have the effect, over time, of
increasing the relative voting power of those holders of Class B
common stock who retain their shares in the long term.
As of January 31, 2023, our executive officers, directors, one
of our current stockholders and its respective affiliates held, in
aggregate, 38% of the voting power of our outstanding capital
stock. As a result, these stockholders, acting together, have
control over most matters that require approval by our
stockholders, including the election of directors and approval of
significant corporate transactions. They may also have interests
that differ from yours and may vote in a way with which you
disagree and which may be adverse to your interests. This
concentration of ownership may have the effect of delaying,
preventing or deterring a change of control or other liquidity
event of our company, could deprive our stockholders of an
opportunity to receive a premium for their shares of common stock
as part of a sale or other liquidity event and might ultimately
affect the market price of our common stock.
Further, our amended and restated certificate of incorporation
provides that, to the fullest extent permitted by law, the doctrine
of “corporate opportunity” does not apply to Accel, or its
respective affiliates, in a manner that would prohibit them from
investing in competing businesses or doing business with our
partners or customers.
We do not intend to pay dividends in the foreseeable future. As a
result, your ability to achieve a return on your investment will
depend on appreciation in the price of our Class A common
stock.
We have never declared or paid any cash dividends on our capital
stock. We currently intend to retain all available funds and any
future earnings for use in the operation of our business and do not
anticipate paying any dividends in the foreseeable future. Any
determination to pay dividends in the future will be at the
discretion of our board of directors. Additionally, our ability to
pay dividends is limited by restrictions on our ability to pay
dividends or make distributions under the terms of our credit
facility. Accordingly, investors must rely on sales of their Class
A common stock after price appreciation, which may never occur, as
the only way to realize any future gains on their
investments.
Certain provisions in our charter documents and under Delaware law
could make an acquisition of our company more difficult, limit
attempts by our stockholders to replace or remove members of our
board of directors or current management, and may adversely affect
the market price of our Class A common stock.
Our amended and restated certificate of incorporation and amended
and restated bylaws contain provisions that could delay or prevent
a change in control of our company. These provisions could also
make it difficult for stockholders to elect directors that are not
nominated by the current members of our board of directors or take
other corporate actions, including effecting changes in our
management. These provisions include:
•our
dual class common stock structure, which provides our holders of
Class B common stock with the ability to significantly influence
the outcome of matters requiring stockholder approval, even if they
own significantly less than a majority of the shares of our
outstanding Class A and Class B common stock;
•a
classified board of directors with three-year staggered terms,
which could delay the ability of stockholders to change the
membership of a majority of our board of directors;
•the
ability of our board of directors to issue shares of preferred
stock and to determine the price and other terms of those shares,
including preferences and voting rights, without stockholder
approval, which could be used to significantly dilute the ownership
of a hostile acquirer;
•the
exclusive right of our board of directors to elect a director to
fill a vacancy created by the expansion of our board of directors
or the resignation, death or removal of a director, which prevents
stockholders from being able to fill vacancies on our board of
directors;
•a
prohibition on stockholder action by written consent, which forces
stockholder action to be taken at an annual or special meeting of
our stockholders, which prohibition will take effect on the first
date on which the number of outstanding shares of our Class B
common stock represents less than 10% of the aggregate number of
outstanding shares of our Class A common stock and our Class B
common stock, taken together as a single class;
•the
requirement that a special meeting of stockholders may be called
only by the chairperson of our board of directors, chief executive
officer or by the board of directors acting pursuant to a
resolution adopted by a majority of our board of directors, which
could delay the ability of our stockholders to force consideration
of a proposal or to take action, including the removal of
directors;
•certain
amendments to our amended and restated certificate of incorporation
require the approval of two-thirds of the then-outstanding voting
power of our capital stock; and
•advance
notice procedures with which stockholders must comply to nominate
candidates to our board of directors or to propose matters to be
acted upon at a stockholders’ meeting, which may discourage or
deter a potential acquirer from conducting a solicitation of
proxies to elect the acquirer’s own slate of directors or otherwise
attempting to obtain control of us.
These provisions may prohibit large stockholders, in particular
those owning 15% or more of our outstanding voting stock, from
merging or combining with us for a certain period of
time.
Our amended and restated bylaws provide that the Court of Chancery
of the State of Delaware, and to the extent enforceable, the
federal district courts of the United States, will be the exclusive
forum for certain disputes between us and our stockholders, which
could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us or our directors, officers or
employees.
Our amended and restated bylaws provide that the Court of Chancery
of the State of Delaware is the exclusive forum for:
•any
derivative action or proceeding brought on our behalf;
•any
action asserting a breach of fiduciary duty;
•any
action asserting a claim against us arising under the Delaware
General Corporation Law, our amended and restated certificate of
incorporation or our amended and restated bylaws;
•any
action to interpret, apply, enforce or determine the validity of
our amended and restated certificate of incorporation or our
amended and restated bylaws; and
•any
action asserting a claim against us that is governed by the
internal-affairs doctrine.
However, this exclusive forum provision does not apply to suits
brought to enforce a duty or liability created by the Exchange Act.
In addition, our amended and restated bylaws provide that the
federal district courts of the United States will be the exclusive
forum for resolving any complaint asserting a cause of action
arising under the Securities Act, subject to and contingent upon a
final adjudication in the State of Delaware of the enforceability
of such exclusive forum provision.
These exclusive-forum provisions may limit a stockholder’s ability
to bring a claim in a judicial forum that it finds favorable for
disputes with us or our directors, officers or other employees,
which may discourage lawsuits against us and our directors,
officers and other employees.
Risks Related to our Indebtedness
Our indebtedness could adversely affect our financial
condition.
As of January 31, 2023, we had $750.0 million principal amount
of indebtedness outstanding (excluding intercompany indebtedness),
and there is additional availability under our revolving facility
of up to $750.0 million (excluding issued but undrawn letters of
credit). Our indebtedness could have important consequences,
including:
•limiting
our ability to obtain additional financing to fund future working
capital, capital expenditures, acquisitions or other general
corporate requirements;
•requiring
a portion of our cash flows to be dedicated to debt service
payments instead of other purposes, thereby reducing the amount of
cash flows available for working capital, capital expenditures,
acquisitions and other general corporate purposes;
•increasing
our vulnerability to adverse changes in general economic, industry
and competitive conditions; and
•exposing
us to the risk of increased interest rates as certain of our
borrowings, including borrowings under our revolving facility, are
at variable rates of interest; and increasing our cost of
borrowing.
We may not be able to generate sufficient cash to service all of
our indebtedness, including the notes, and may be forced to take
other actions to satisfy our obligations under our indebtedness,
which may not be successful.
Our ability to make scheduled payments on or to refinance our debt
obligations, including the Senior Notes, depends on our financial
condition and results of operations, which in turn are subject to
prevailing economic and competitive conditions and to certain
financial, business and other factors beyond our control. We may
not be able to maintain a level of cash flows from operating
activities sufficient to permit us to pay the principal, premium,
if any, and interest on our indebtedness, including the
notes.
If our cash flows and capital resources are insufficient to fund
our debt service obligations, we could face substantial liquidity
problems and may be forced to reduce or delay investments and
capital expenditures, or to sell assets, seek additional capital or
restructure or refinance our indebtedness, including the Senior
Notes. Our ability to restructure or refinance our debt will depend
on, among other things, the condition of the capital markets and
our financial condition at such time. Any refinancing of our debt
could be at higher interest rates and may require us to comply with
more onerous covenants, which could further restrict our business
operations. The terms of existing or future debt instruments and
the indenture that governs the Senior Notes may restrict us from
adopting some of these alternatives. In addition, any failure to
make payments of interest and principal on our outstanding
indebtedness on a timely basis would likely result in a reduction
of our credit rating, which could harm our ability to incur
additional indebtedness. In the absence of such cash flows and
resources, we could face substantial liquidity problems and might
be required to dispose of material assets or operations to meet our
debt service and other obligations.
Further, our credit agreement contains provisions that restrict our
ability to dispose of assets and use the proceeds from any such
disposition. We may not be able to consummate those dispositions or
to obtain the proceeds that we could realize from them and these
proceeds may not be adequate to meet any debt service obligations
then due. These alternative measures may not be successful and may
not permit us to meet our scheduled debt service
obligations.
If we cannot make scheduled payments on our indebtedness, we will
be in default and holders of our Senior Notes could declare all
outstanding principal and interest to be due and payable, the
lenders under our revolving facility could terminate their
commitments to loan money, our secured lenders could foreclose
against the assets securing their borrowings and we could be forced
into bankruptcy or liquidation. If we breach the covenants under
our debt instruments, we would be in default under such
instruments. The holders of such indebtedness could exercise their
rights, as described above, and we could be forced into bankruptcy
or liquidation.
Our revolving facility and the indenture that governs our Senior
Notes contain terms which restrict our current and future
operations, particularly our ability to respond to changes or to
take certain actions.
Our revolving facility and the indenture that governs our Senior
Notes contain a number of restrictive covenants that impose
significant operating and financial restrictions on us and may
limit our ability to engage in acts that may be in our long-term
best interest, including, among other things, restrictions on our
ability to:
•incur
additional indebtedness and guarantee indebtedness;
•prepay,
redeem or repurchase certain indebtedness;
•sell
or otherwise dispose of assets;
•incur
liens;
•enter
into transactions with affiliates;
•alter
the businesses we conduct;
•enter
into agreements restricting our subsidiaries’ ability to pay
dividends; and
•consolidate,
merge with, or sell all or substantially all of our assets to,
another person.
The covenants in the indenture and supplemental indenture that
govern the Senior Notes are subject to exceptions and
qualifications.
In addition, the restrictive covenants in the credit agreement
governing our revolving facility require us to maintain specified
financial ratios and satisfy other financial condition tests. Our
ability to meet those financial ratios and tests can be affected by
events beyond our control, and we may not be able to meet them.
These restrictive covenants could adversely affect our ability
to:
•finance
our operations;
•make
needed capital expenditures;
•make
strategic acquisitions or investments or enter into joint
ventures;
•withstand
a future downturn in our business, the industry or the economy in
general;
•engage
in business activities, including future opportunities, that may be
in our best interest; and
•plan
for or react to market conditions or otherwise execute our business
strategies.
These restrictions may affect our ability to expand our business,
which could have a material adverse effect on our business,
financial condition and results of operations.
As a result of these restrictions, we will be limited as to how we
conduct our business and we may be unable to raise additional debt
or equity financing to compete effectively or to take advantage of
new business opportunities. The terms of any future indebtedness we
may incur could include more restrictive covenants. We cannot
assure you that we will be able to maintain compliance with these
covenants in the future and, if we fail to do so, that we will be
able to obtain waivers from the lenders and/or amend the
covenants.
Our failure to comply with the restrictive covenants described
above and/or the terms of any future indebtedness from time to time
could result in an event of default, which, if not cured or waived,
could result in our being required to repay these borrowings before
their due date. If we are forced to refinance these borrowings on
less favorable terms or cannot refinance these borrowings, our
business, financial condition and results of operations could be
adversely affected.
Our revolving facility and the indenture that governs our Senior
Notes contain cross-default provisions that could result in the
acceleration of all of our indebtedness.
A breach of the covenants under our revolving facility or the
indenture that governs our Senior Notes could result in an event of
default under the applicable indebtedness. Such a default may allow
the creditors to accelerate the related indebtedness and may result
in the acceleration of any other indebtedness to which a
cross-acceleration or cross-default provision applies. In addition,
an event of default under the credit agreement governing our
revolving facility would permit the lenders under our revolving
facility to terminate all commitments to extend further credit
under that facility. Furthermore, if we were unable to repay
amounts due and payable under our revolving facility, those lenders
could proceed against the collateral granted to them to secure that
indebtedness. In the event our lenders or noteholders accelerate
the repayment of our borrowings, we and our guarantors may not have
sufficient assets to repay that indebtedness. Additionally, we may
not be able to borrow money from other lenders to enable us to
refinance our indebtedness.
General Risk Factors
If we fail to maintain an effective system of internal controls,
our ability to produce timely and accurate financial statements or
comply with applicable regulations could be impaired.
We are subject to the reporting requirements of the Exchange Act,
the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), the rules
and regulations of Nasdaq, and other securities rules and
regulations that impose various requirements on public companies.
Our management and other personnel devote substantial time and
resources to comply with these rules and regulations. Such
compliance has increased, and will continue to increase our legal,
accounting and financial compliance costs; make some activities
more difficult, time-consuming and costly, and place significant
strain on our personnel, systems and resources. The Sarbanes-Oxley
Act requires, among other things, that we maintain effective
disclosure controls and procedures and internal control over
financial reporting. We are continuing to develop and refine our
disclosure controls, internal control over financial reporting and
other procedures that are designed to ensure information required
to be disclosed by us in our consolidated financial statements and
in the reports that we file with the SEC is recorded, processed,
summarized and reported within the time periods specified in SEC
rules and forms, and information required to be disclosed in
reports under the Exchange Act is accumulated and communicated to
our principal executive and financial officers.
Our current controls and any new controls we develop may become
inadequate because of changes in conditions in our business.
Additionally, to the extent we acquire other businesses, the
acquired company may not have a sufficiently robust system of
internal controls and we may uncover new deficiencies. Weaknesses
in our internal controls may be discovered in the future. Any
failure to develop or maintain effective controls, or any
difficulties encountered in their implementation or improvement,
could harm our results of operations, may result in a restatement
of our consolidated financial statements for prior periods, cause
us to fail to meet our reporting obligations, and could result in
an adverse opinion regarding our internal control over financial
reporting from our independent registered public accounting firm,
and lead to investigations or sanctions by regulatory
authorities.
Section 404 of the Sarbanes-Oxley Act requires our management to
certify financial and other information in our quarterly and annual
reports and provide an annual management report on the
effectiveness of our internal control over financial reporting. We
are also required to have our independent registered public
accounting firm attest to, and issue an opinion on, the
effectiveness of our internal control over financial reporting. If
we are unable to assert that our internal control over financial
reporting is effective, or if, when required, our independent
registered public accounting firm is unable to express an opinion
on the effectiveness of our internal control over financial
reporting, we could lose investor confidence in the accuracy and
completeness of our financial reports, which would cause the price
of our Class A common stock to decline.
Any failure to maintain effective disclosure controls and internal
control over financial reporting could have a material and adverse
effect on our business and results of operations and could cause a
decline in the price of our stock.
Future acquisitions, strategic investments, partnerships, or
alliances could be difficult to identify and integrate, divert the
attention of key management personnel, disrupt our business, dilute
stockholder value and adversely affect our business, financial
condition, and results of operations.
As part of our business strategy, we have in the past and expect to
continue to make investments in and/or acquire complementary
companies, services or technologies. Our ability as an organization
to acquire and integrate other companies,
services or technologies in a successful manner in the future is
not guaranteed. We may not be able to find suitable acquisition
candidates, and we may not be able to complete such acquisitions on
favorable terms, if at all. If we do complete acquisitions, we may
not ultimately strengthen our competitive position or ability to
achieve our business objectives, and any acquisitions we complete
could be viewed negatively by our end-customers or investors. In
addition, our due diligence may fail to identify all of the
problems, liabilities or other shortcomings or challenges of an
acquired business, product or technology, including issues related
to intellectual property, product quality or product architecture,
regulatory compliance practices, revenue recognition or other
accounting practices or issues with employees or customers. If we
are unsuccessful at integrating such acquisitions, or the
technologies associated with such acquisitions, into our company,
the revenue and results of operations of the combined company could
be adversely affected. Any integration process may require
significant time and resources, and we may not be able to manage
the process successfully. We may not successfully evaluate or
utilize the acquired technology or personnel, or accurately
forecast the financial impact of an acquisition transaction,
causing unanticipated write-offs or accounting charges. We may have
to pay cash, incur debt or issue equity securities to pay for any
such acquisition, each of which could adversely affect our
financial condition and the market price of our Class A common
stock. The sale of equity or issuance of debt to finance any such
acquisitions could result in dilution to our stockholders. The
incurrence of indebtedness would result in increased fixed
obligations and could also include covenants or other restrictions
that would impede our ability to manage our
operations.
Additional risks we may face in connection with acquisitions
include:
•diversion
of management time and focus from operating our business to
addressing acquisition integration challenges;
•coordination
of research and development and sales and marketing
functions;
•integration
of administrative systems, employee, product and service
offerings;
•retention
of key employees from the acquired company;
•changes
in relationships with strategic partners as a result of product
acquisitions or strategic positioning resulting from the
acquisition;
•the
need to implement or improve controls, procedures, and policies at
a business that prior to the acquisition may have lacked
sufficiently effective controls, procedures and
policies;
•additional
legal, regulatory or compliance requirements;
•financial
reporting, revenue recognition or other financial or control
deficiencies of the acquired company that we do not adequately
address and that cause our reported results to be
incorrect;
•liability
for activities of the acquired company before the acquisition,
including intellectual property infringement claims, violations of
laws, commercial disputes, tax liabilities and other known and
unknown liabilities; and
•litigation
or other claims in connection with the acquired company, including
claims from terminated employees, customers, former stockholders or
other third parties.
Our failure to address these risks or other problems encountered in
connection with acquisitions and investments could cause us to fail
to realize the anticipated benefits of these acquisitions or
investments, cause us to incur unanticipated liabilities, and harm
our business generally.
Our corporate structure and intercompany arrangements are subject
to the tax laws of various jurisdictions, and we could be obligated
to pay additional taxes, which would harm our results of
operations.
We are expanding our international operations and staff to support
our business in international markets. We generally conduct our
international operations through wholly-owned subsidiaries and are
or may be required to report our taxable income in various
jurisdictions worldwide based upon our business operations in those
jurisdictions. Our intercompany relationships are subject to
complex transfer pricing regulations administered by taxing
authorities in various jurisdictions. The amount of taxes we pay in
different jurisdictions may depend on the application of the tax
laws of the various jurisdictions, including the United States, to
our international business activities, changes in tax rates, new or
revised tax laws or
interpretations of existing tax laws and policies, and our ability
to operate our business in a manner consistent with our corporate
structure and intercompany arrangements. The relevant taxing
authorities may disagree with our determinations as to the income
and expenses attributable to specific jurisdictions. If such a
disagreement were to occur, and our position was not sustained, we
could be required to pay additional taxes, interest and penalties,
which could result in one-time tax charges, higher effective tax
rates, reduced cash flows and lower overall profitability of our
operations.
We are subject to federal, state, and local income, sales, and
other taxes in the United States and income, withholding,
transaction, and other taxes in numerous foreign jurisdictions.
Significant judgment is required in evaluating our tax positions
and our worldwide provision for taxes. During the ordinary course
of business, there are many activities and transactions for which
the ultimate tax determination may be uncertain. In addition, our
tax obligations and effective tax rates could be adversely
affected, among other things, by (i) changes in the relevant tax,
accounting and other laws, regulations, principles and
interpretations, including increases in corporate tax rates and
greater taxation of international income and changes relating to
income tax nexus, (ii) recognizing tax losses or lower than
anticipated earnings in jurisdictions where we have lower statutory
rates and higher than anticipated earnings in jurisdictions where
we have higher statutory rates, (iii) changes in foreign currency
exchange rates, or (iv) changes in the valuation of our deferred
tax assets and liabilities. We may be audited in various
jurisdictions, and such jurisdictions may assess additional taxes,
sales taxes and value added taxes against us. Although we believe
our tax estimates are reasonable, the final determination of any
tax audits or litigation could be materially different from our
historical tax provisions and accruals, which could have an adverse
effect on our results of operations or cash flows in the period or
periods for which a determination is made.
In addition, the Organization for Economic Cooperation and
Development (“OECD”) has published proposals covering a number of
issues, including country-by-country reporting, permanent
establishment rules, transfer pricing rules, tax treaties and
taxation of the digital economy. A significant majority of
countries in the OECD’s Inclusive Framework have agreed in
principle to a proposed solution to address the tax challenges
arising from the digitalization of the economy, including joining a
two-pillar plan to reform international taxation rules and ensure
that multinational enterprises pay a fair share of tax wherever
they operate. The first pillar is focused on the allocation of
taxing rights between countries for in-scope multinational
enterprises that sell goods and services into countries with little
or no local physical presence and is intended to apply to
multinational enterprises with global revenue above 20 billion euro
and certain other criteria. The second pillar is focused on
developing a global minimum tax rate of at least 15 percent
applicable to in-scope multinational enterprises and is intended to
apply to multinational enterprises with annual consolidated group
revenue in excess of 750 million euro. While substantial work
remains to be completed by the OECD and national governments on the
implementation of these proposals, future tax reform resulting from
these developments may result in changes to long-standing tax
principles, which could adversely affect our effective tax rate or
result in higher cash tax liabilities. The OECD’s proposed solution
envisages new international tax rules and the removal of all
Digital Services Taxes (“DST”). Notwithstanding this, some
countries, in the European Union and beyond, continue to operate a
DST regime to capture tax revenue on digital services more
immediately. Such laws may increase our tax obligations in those
countries or change the manner in which we operate our
business.
Our ability to use our net operating loss carryforwards and certain
other tax attributes may be limited.
As of January 31, 2023, we had aggregate U.S. federal and
California net operating loss carryforwards of $1.6 billion and
$248.2 million, respectively, which may be available to offset
future taxable income for income tax purposes. If not utilized, the
federal and California net operating loss carryforwards will begin
to expire in fiscal 2031. As of January 31, 2023, we had net
operating loss carryforwards for other states of $1.0 billion that
will begin to expire in fiscal 2024. As of January 31, 2023,
we had federal and California research and development credit
carryforwards of $87.4 million and $18.8 million, respectively. The
federal research and development credit carryforwards will begin to
expire in 2035, and the California carryforwards are carried
forward indefinitely. As of January 31, 2023, we had aggregate
United Kingdom net operating loss carryforwards of $80.9 million,
which are carried forward indefinitely. Realization of these net
operating loss and research and development credit carryforwards
depends on future income, and there is a risk that our existing
carryforwards could expire unused and be unavailable to offset
future income tax liabilities, which could adversely affect our
results of operations.
In addition, under Sections 382 and 383 of the Internal Revenue
Code, if a corporation undergoes an “ownership change,” generally
defined as a greater than 50% change (by value) in ownership by “5
percent shareholders” over a rolling three-year period, the
corporation’s ability to use its pre-change net operating loss
carryovers and other pre-change tax attributes, such as research
and development credits, to offset its post-change income or taxes
may be limited. We may experience ownership changes in the future
as a result of shifts in our stock ownership. As a result, if we
earn net taxable income, our ability to use
our pre-change net operating loss carryforwards to offset U.S.
federal taxable income may be subject to limitations, which could
potentially result in increased future tax liability to
us.
Taxing authorities may successfully assert that we should have
collected or in the future should collect sales and use, value
added or similar taxes, and we could be subject to liability with
respect to past or future sales, which could adversely affect our
results of operations.
We do not collect sales and use, value added or similar taxes in
all jurisdictions in which we have sales because we have been
advised that such taxes are not applicable to our services in
certain jurisdictions. Sales and use, value added, and similar tax
laws and rates vary greatly by jurisdiction. Certain jurisdictions
in which we do not collect such taxes may assert that such taxes
are applicable, which could result in tax assessments, penalties
and interest, to us or our customers for the past amounts, and we
may be required to collect such taxes in the future. If we are
unsuccessful in collecting such taxes from our customers, we could
be held liable for such costs, which may adversely affect our
results of operations.
If our estimates or judgments relating to our critical accounting
policies prove to be incorrect or financial reporting standards or
interpretations change, our results of operations could be
adversely affected.
The preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that
affect the amounts reported in our consolidated financial
statements and accompanying notes. We base our estimates on
historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, as discussed in
the section titled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” The results of
these estimates form the basis for making judgments about the
carrying values of assets, liabilities and equity, and the amount
of revenue and expenses that are not readily apparent from other
sources. Significant assumptions and estimates used in preparing
our consolidated financial statements include those related to
revenue recognition; allowance for credit losses; valuation of
common stock and redeemable convertible preferred stock warrants;
carrying value and useful lives of long-lived assets; loss
contingencies; and the provision for income taxes and related
deferred taxes. Additionally, as a result of the global COVID-19
pandemic, many of management’s estimates and assumptions require
increased judgment and carry a higher degree of variability and
volatility. Our results of operations may be adversely affected if
our assumptions change or if actual circumstances differ from those
in our assumptions, which could cause our results of operations to
fall below the expectations of industry or financial analysts and
investors, resulting in a decline in the market price of our Class
A common stock.
Additionally, we regularly monitor our compliance with applicable
financial reporting standards and review new pronouncements and
drafts thereof that are relevant to us. As a result of new
standards, changes to existing standards and changes in their
interpretation, we might be required to change our accounting
policies, alter our operational policies and implement new or
enhance existing systems so that they reflect new or amended
financial reporting standards, or we may be required to restate our
published financial statements. Such changes to existing standards
or changes in their interpretation may have an adverse effect on
our reputation, business, financial position and profit, or cause
an adverse deviation from our revenue and operating profit target,
which may negatively impact our financial results.
We are subject to risks associated with our equity investments,
including partial or complete loss of invested capital, and
significant changes in the fair value of this portfolio could
adversely impact our financial results.
Through our Falcon Funds, we invest in early to late stage private
companies, and we may not realize a return on our equity
investments. Many such companies generate net losses and the market
for their products, services, or technologies may be slow to
develop or never materialize. These companies are often dependent
on the availability of later rounds of financing from banks or
investors on favorable terms to continue their operations. The
financial success of our investment in any company is typically
dependent on a liquidity event, such as a public offering,
acquisition, or other favorable market event reflecting
appreciation to the cost of our initial investment. The capital
markets for public offerings and acquisitions are dynamic and the
likelihood of liquidity events for the companies in which we have
invested could deteriorate, which could result in a loss of all or
a substantial part of our investment in these companies. In
addition, our ability to realize gains on investments may be
impacted by our contractual obligations to hold securities for a
set period of time. For example, to the extent a company we have
invested in undergoes an initial public offering, we may be subject
to a lock-up agreement that restricts our ability to sell our
securities for a period of time after the public offering or
otherwise impedes our ability to mitigate market volatility in such
securities.
Further, valuations of non-marketable equity investments are
inherently complex due to the lack of readily available market
data. In addition, we may experience additional volatility to our
statements of operations due to changes in market prices of our
marketable equity investments, the valuation and timing of
observable price changes or impairments of our non-marketable
equity investments, and changes in the proportionate share of
earnings and losses or impairment of our equity investments
accounted for under the equity method. This volatility could be
material to our results in any given quarter and may cause our
stock price to decline.
Our business is subject to the risks of earthquakes, fire, floods,
outbreak of diseases and other natural catastrophic events, and to
interruption by man-made problems such as power disruptions,
computer viruses, data security breaches or terrorism.
Our principal executive offices are located in Austin, Texas, and
we also maintain other office locations around the world, including
in California and India, that are prone to natural disasters
including severe weather and seismic activity. A significant
natural disaster, such as an earthquake, a fire, a flood, or
significant power outage and other catastrophic events, including
the occurrence of a contagious disease or illness, such as
COVID-19, could have a material adverse impact on our business,
results of operations, and financial condition. Natural disasters
and other catastrophic events such as COVID-19, could affect our
personnel, recovery of our assets, data centers, supply chain,
manufacturing vendors, or logistics providers’ ability to provide
materials and perform services such as manufacturing products or
assisting with shipments on a timely basis. In addition, climate
change could result in an increase in the frequency or severity of
natural disasters. In the event that our or our service providers’
information technology systems or manufacturing or logistics
abilities are hindered by any of the events discussed above,
shipments could be delayed, resulting in missed financial targets,
such as revenue and shipment targets, for a particular quarter. In
addition, computer malware, viruses and computer hacking,
fraudulent use attempts, and phishing attacks have become more
prevalent in our industry, and our internal systems may be
victimized by such attacks. Although we maintain incident
management and disaster response plans, in the event of a major
disruption caused by a natural disaster or man-made problem, we may
be unable to continue our operations and may endure system
interruptions, reputational harm, delays in our development
activities, lengthy interruptions in service, breaches of data
security and loss of critical data, and our insurance may not cover
such events or may be insufficient to compensate us for the
potentially significant losses we may incur. Acts of terrorism and
other geopolitical unrest could also cause disruptions in our
business or the business of our supply chain, manufacturers,
logistics providers, partners, or customers or the economy as a
whole. Any disruption in the business of our supply chain,
manufacturers, logistics providers, partners or end-customers could
have a significant adverse impact on our financial results. All of
the aforementioned risks may be further increased if the disaster
recovery plans for us and our suppliers prove to be inadequate. To
the extent that any of the above should result in delays or
cancellations of customer orders, or the delay in the manufacture,
deployment or shipment of our products, our business, financial
condition and results of operations would be adversely
affected.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive offices occupy approximately 47,618 square
feet in Austin, Texas under a lease that expires in 2030. We also
lease office space for our operations in various locations
throughout the United States as well as office space in a number of
countries in Europe, the Middle East, and the Asia-Pacific
region.
We believe that our existing facilities are sufficient for our
current needs. In the future, we may need to add new facilities and
expand our existing facilities as we add employees, grow our
infrastructure and evolve our business, and we believe that
suitable additional or substitute space will be available on
commercially reasonable terms to meet our future
needs.
ITEM 3. LEGAL PROCEEDINGS
We are currently a party to, and may from time to time in the
future be involved in, various litigation matters and subject to
claims that arise in the ordinary course of business, including
claims asserted by third parties in the form of letters and other
communications. For information regarding legal proceedings and
other claims in which we are involved, see Note 9, Commitments and
Contingencies, in Part II, Item 8 of this Annual Report on Form
10-K.
For any claims for which we believe a liability is both probable
and reasonably estimable, we record a liability in the period for
which it makes this determination. There is no pending or
threatened legal proceeding to which we are a party that, in our
opinion, is likely to have a material adverse effect on our
business and our consolidated financial statements; however, the
results of litigation and claims are inherently unpredictable.
Regardless of the outcome, litigation can have an adverse impact on
our business because of defense and settlement costs, diversion of
management resources, and other factors. In addition, the expense
of litigation and the timing of this expense from period to period
are difficult to estimate, subject to change and could adversely
affect our consolidated financial statements.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Part II
ITEM 5. MARKETS REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our Class A common stock has been listed and traded on the Nasdaq
Global Select Market under the symbol “CRWD” since June 12, 2019.
Prior to that date, there was no public market for our Class A
common stock. There is no public market for our Class B common
stock.
Holders of Record
As of January 31, 2023, we had 38 holders of record of our
Class A common stock and 80 holders of record of our Class B common
stock. The actual number of stockholders is greater than this
number of record holders and includes stockholders who are
beneficial owners but whose shares are held in street name by
brokers and other nominees.
Dividend Policy
We have never declared or paid any cash dividends on our capital
stock. We currently intend to retain all available funds and any
future earnings for use in the operation of our business and do not
expect to pay any dividends on our capital stock in the foreseeable
future. Additionally, our ability to pay dividends is limited by
restrictions on our ability to pay dividends or make distributions
under the terms of our credit facility. Any future determination to
declare dividends will be made at the discretion of our board of
directors, subject to applicable laws, and will depend on a number
of factors, including our financial condition, results of
operations, capital requirements, contractual restrictions, general
business conditions, and other factors that our board of directors
may deem relevant.
Securities Authorized for Issuance under Equity Compensation
Plans
The information required by this item with respect to our equity
compensation plans is incorporated by reference to our Proxy
Statement for the 2023 Annual Meeting of Stockholders to be filed
with the Securities and Exchange Commission within 120 days of the
fiscal year ended January 31, 2023.
Recent Sales of Unregistered Equity Securities and Use of
Proceeds
(a) Sale of Unregistered Equity Securities
None.
(b) Use of Proceeds from Public Offering of Common
Stock
None.
Issuer Purchases of Equity Securities
None.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or
to be “filed” with the SEC for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities under that
Section, and shall not be deemed to be incorporated by reference
into any filing of CrowdStrike Holdings, Inc. under the Securities
Act or the Exchange Act.
We have presented below the cumulative total return to our
stockholders between June 12, 2019 (the date our common stock
commenced trading on the Nasdaq) through January 31, 2023 in
comparison to the Standard & Poor’s 500 Index, Standard &
Poor Information Technology Index, and the Nasdaq 100 Index. All
values assume a $100 initial investment and data for the Standard
& Poor’s 500 Index, Standard & Poor Information Technology
Index and the Nasdaq 100 Index assume reinvestment of dividends.
The comparisons are based on historical data and are not indicative
of, nor intended to forecast, the future performance of our common
stock.
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Company/ Index |
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Base period 6/12/19 |
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1/31/20 |
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1/31/21 |
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1/31/22 |
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1/31/23 |
CrowdStrike Holdings, Inc. |
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$ |
100.00 |
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105.33 |
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$ |
372.07 |
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|
|
|
$ |
311.45 |
|
|
|
|
|
|
|
|
$ |
182.59 |
|
S&P 500 |
|
$ |
100.00 |
|
|
|
|
|
|
$ |
118.69 |
|
|
|
|
|
|
|
|
$ |
139.17 |
|
|
|
|
|
|
|
|
$ |
171.58 |
|
|
|
|
|
|
|
|
$ |
157.48 |
|
S&P Information Technology |
|
$ |
100.00 |
|
|
|
|
|
|
$ |
134.13 |
|
|
|
|
|
|
|
|
$ |
183.94 |
|
|
|
|
|
|
|
|
$ |
232.55 |
|
|
|
|
|
|
|
|
$ |
196.05 |
|
Nasdaq 100 |
|
$ |
100.00 |
|
|
|
|
|
|
$ |
126.96 |
|
|
|
|
|
|
|
|
$ |
184.09 |
|
|
|
|
|
|
|
|
$ |
214.11 |
|
|
|
|
|
|
|
|
$ |
175.08 |
|
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition
and results of operations should be read in conjunction with the
consolidated financial statements and related notes thereto
included in Item 8 “Financial Statements and Supplementary Data” in
this Annual Report on Form 10-K. This section of this Form
10-K generally discusses fiscal 2023 and 2022 items and
year-over-year comparisons between fiscal 2023 and 2022.
Discussions of fiscal 2021 items and year-over-year comparisons
between fiscal 2022 and 2021 are not included in this Form 10-K,
and can be found in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Part II, Item 7
of our Annual Report on Form 10-K for the fiscal year ended January
31, 2022. Some of the information contained in this discussion and
analysis or set forth elsewhere in this Annual Report on
Form 10-K, including information with respect to our plans and
strategy for our business, includes forward-looking statements that
involve risks and uncertainties, including those described under
the heading “Special Note Regarding Forward-Looking
Statements.” You should review the disclosure under Part I,
Item 1A, “Risk Factors” in this Annual Report on
Form 10-K for a discussion of important factors that could
cause actual results to differ materially from the results
described in or implied by the forward-looking statements contained
in the following discussion and analysis. Our fiscal years ended
January 31, 2023, January 31, 2022, and January 31,
2021, are referred to herein as fiscal 2023, fiscal 2022, and
fiscal 2021, respectively.
Overview
Founded in 2011, CrowdStrike reinvented cybersecurity for the cloud
era and transformed the way cybersecurity is delivered and
experienced by customers. When we started CrowdStrike,
cyberattackers had an asymmetric advantage over legacy
cybersecurity products that could not keep pace with the rapid
changes in adversary tactics. We took a fundamentally different
approach to solve this problem with the CrowdStrike Falcon platform
– the first, true cloud-native platform capable of harnessing vast
amounts of security and enterprise data to deliver highly modular
solutions through a single lightweight agent. Our pioneering
platform approach keeps customers ahead of attackers by
automatically detecting and preventing threats to stop
breaches.
We believe our approach has defined a new category called the
Security Cloud, which has the power to transform the cybersecurity
industry the same way the cloud has transformed the customer
relationship management, human resources, and service management
industries. Using cloud-scale AI, our Security Cloud enriches and
correlates trillions of cybersecurity events per week with
indicators of attack, threat intelligence, and enterprise data
(including data from across endpoints, workloads, identities,
DevOps, IT assets, and configurations) to create actionable data,
identify shifts in adversary tactics, and automatically prevent
threats in real-time across our customer base. The more data that
is fed into our Falcon platform, the more intelligent our Security
Cloud becomes, and the more our customers benefit, creating a
powerful network effect that increases the overall value we
provide.
Our Go-To-Market Strategy
We sell subscriptions to our Falcon platform and cloud modules to
organizations across multiple industries. We primarily sell
subscriptions to our Falcon platform and cloud modules through our
direct sales team that leverages our network of channel partners.
Our direct sales team is comprised of field sales and inside sales
professionals who are segmented by a customer’s number of
endpoints.
We have a low friction land-and-expand sales strategy. When
customers deploy our Falcon platform, they can start with any
number of cloud modules and easily add additional cloud modules.
Once customers experience the benefits of our Falcon platform, they
often expand their adoption over time by adding more endpoints or
purchasing additional modules. We also use our sales team to
identify current customers who may be interested in free trials of
additional cloud modules, which serves as a powerful driver of our
land-and-expand model. By segmenting our sales teams, we can deploy
a low-touch sales model that efficiently identifies prospective
customers.
We began as a solution for large enterprises, but the flexibility
and scalability of our Falcon platform has enabled us to seamlessly
offer our solution to customers of any size. We have expanded our
sales focus to include any sized organization without the need to
modify our Falcon platform for small and medium sized
businesses.
A substantial majority of our customers purchase subscriptions with
a term of one year. Our subscriptions are generally priced on a
per-endpoint and per-module basis. We recognize revenue from our
subscriptions ratably over the term of the subscription. We also
generate revenue from our incident response and proactive
professional services, which are generally priced on a time and
materials basis. We view our professional services business
primarily as an opportunity to cross-sell subscriptions to our
Falcon platform and cloud modules.
Certain Factors Affecting Our Performance
Adoption of Our Solutions.
We believe our future success depends in large part on the growth
in the market for cloud-based SaaS-delivered endpoint security
solutions. Many organizations have not yet abandoned the on-premise
legacy products in which they have invested substantial personnel
and financial resources to design and maintain. As a result, it is
difficult to predict customer adoption rates and demand for our
cloud-based solutions.
New Customer Acquisition.
Our future growth depends in large part on our ability to acquire
new customers. If our efforts to attract new customers are not
successful, our revenue and rate of revenue growth may decline. We
believe that our go-to-market strategy and the flexibility and
scalability of our Falcon platform allow us to rapidly expand our
customer base. Our incident response and proactive services also
help drive new customer acquisitions, as many of these professional
services customers subsequently purchase subscriptions to our
Falcon platform. Many organizations have not yet adopted
cloud-based security solutions, and since our Falcon platform has
offerings for organizations of all sizes, worldwide, and across
industries, we believe this presents a significant opportunity for
growth.
Maintain Customer Retention and Increase Sales.
Our ability to increase revenue depends in large part on our
ability to retain our existing customers and increase the ARR of
their subscriptions. We focus on increasing sales to our existing
customers by expanding their deployments to more endpoints and
selling additional cloud modules for increased functionality. Over
time we have transitioned our platform from a single offering into
highly-integrated offerings of multiple cloud modules.
Invest in Growth.
We believe that our market opportunity is large and requires us to
continue to invest significantly in sales and marketing efforts to
further grow our customer base, both domestically and
internationally. Our open cloud architecture and single data model
have allowed us to rapidly build and deploy new cloud modules, and
we expect to continue investing in those efforts to further enhance
our technology platform and product functionality. In addition to
our ongoing investment in research and development, we may also
pursue acquisitions of businesses, technologies, and assets that
complement and expand the functionality of our Falcon platform, add
to our technology or security expertise, or bolster our leadership
position by gaining access to new customers or markets.
Furthermore, we expect our general and administrative expenses to
increase in dollar amount for the foreseeable future given the
additional expenses for accounting, compliance, and investor
relations as we grow as a public company.
Key Metrics
We monitor the following key metrics to help us evaluate our
business, identify trends affecting our business, formulate
business plans, and make strategic decisions.
Subscription Customers
We define a subscription customer as a separate legal entity that
has entered into a distinct subscription agreement for access to
Falcon platform for which the term has not ended or with which we
are negotiating a renewal contract. We do not consider our channel
partners as customers, and we treat managed service security
providers, who may purchase our products on behalf of multiple
companies, as a single customer. While initially we focused our
sales and marketing efforts on large enterprises, in recent years
we have also increased our sales and marketing to small and medium
sized businesses.
The following table sets forth the number of our subscription
customers as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
Subscription customers |
23,019 |
|
|
16,325 |
|
|
|
Year-over-year growth |
41 |
% |
|
65 |
% |
|
|
We added 6,694 net new subscription customers during fiscal 2023,
for a total of 23,019 subscription customers as of January 31,
2023, representing 41% growth year-over-year. We added 6,429 net
new subscription customers during fiscal 2022 for a total of 16,325
subscription customers as of January 31, 2022, representing 65%
growth year-over-year. Given our initiatives to grow customers
served through our managed service security provider partners,
which are not included in our subscription customer metrics, and to
move further down-market, as well as the growing number of smaller
end customers that we serve, which tend to contribute significantly
less ARR on a per customer basis when compared to larger
enterprises, we believe that our subscription customer metric no
longer provides valuable insight into the performance of our
business. As a result, beginning in the first quarter of fiscal
2024, we will no longer provide a number of subscription customers
as a key metric on which to evaluate the strength of our
business.
Annual Recurring Revenue (“ARR”)
ARR is calculated as the annualized value of our customer
subscription contracts as of the measurement date, assuming any
contract that expires during the next 12 months is renewed on its
existing terms. To the extent that we are negotiating a renewal
with a customer after the expiration of the subscription, we
continue to include that revenue in ARR if we are actively in
discussion with such an organization for a new subscription or
renewal, or until such organization notifies us that it is not
renewing its subscription.
The following table sets forth our ARR as of the dates presented
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
Annual recurring revenue |
$ |
2,559,694 |
|
$ |
1,731,342 |
|
|
Year-over-year growth |
48 |
% |
|
65 |
% |
|
|
ARR increased 48% year-over-year and grew to $2.6 billion as
of January 31, 2023, of which $828.4 million was net new ARR
added during fiscal 2023. ARR increased 65% year-over-year and grew
to $1.7 billion as of January 31, 2022, of which $681.3 million was
net new ARR added during fiscal 2022, including $4.5 million from
the acquisitions of Humio and SecureCircle.
Dollar-Based Net Retention Rate
Our dollar-based net retention rate compares our ARR from a set of
subscription customers against the same metric for those
subscription customers from the prior year. Our dollar-based net
retention rate reflects customer renewals, expansion, contraction,
and churn, and excludes revenue from our incident response and
proactive services. We calculate our dollar-based net retention
rate as of period end by starting with the ARR from all
subscription customers as of 12 months prior to such period end, or
Prior Period ARR. We then calculate the ARR from these same
subscription customers as of the current period end, or Current
Period ARR. Current Period ARR includes any expansion and is net of
contraction or churn over the trailing 12 months but excludes
revenue from new subscription customers in the current period. We
then divide the Current Period ARR by the Prior Period ARR to
arrive at our dollar-based net retention rate.
Our dollar-based net retention rate was above 120% throughout
fiscal years 2023 and 2022. Our dollar-based net retention rate can
fluctuate from period to period due to large customer contracts in
a given period, which may reduce our dollar-based net retention
rate in subsequent periods if the customer makes a larger upfront
purchase and does not continue to increase purchases.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
Dollar-based net retention rate |
125.3 |
% |
|
123.9 |
% |
|
|
Our dollar-based net retention rate has varied from quarter to
quarter due to a number of factors, and we expect that trend to
continue. In addition, we have seen strong success with our
strategy to land bigger deals with more modules, and we are also
seeing an acceleration in our acquisition of new customers. While
we view these two trends as positive developments, they have a
natural trade off on our ability to expand business with existing
customers in the near term.
Components of Our Results of Operations
Revenue
Subscription Revenue.
Subscription revenue primarily consists of subscription fees for
our Falcon platform and additional cloud modules that are supported
by our cloud-based platform. Subscription revenue is driven
primarily by the number of subscription customers, the number of
endpoints per customer, and the number of cloud modules included in
the subscription. We recognize subscription revenue ratably over
the term of the agreement, which is generally one to three years.
Because the majority of our subscription customers are billed
upfront, we have recorded significant deferred revenue.
Consequently, a substantial portion of the revenue that we report
in each period is attributable to the recognition of deferred
revenue relating to subscriptions that we entered into during
previous periods. The majority of our customers are invoiced
annually in advance or multi-year in advance.
Professional Services Revenue.
Professional services revenue includes incident response and
proactive services, forensic and malware analysis, and attribution
analysis. Professional services are generally sold separately from
subscriptions to our Falcon platform, although customers frequently
enter into a separate arrangement to purchase subscriptions to our
Falcon platform at the conclusion of a professional services
arrangement. Professional services are available through hourly
rate and fixed fee contracts, one-time and ongoing engagements, and
retainer-based agreements. For time and materials and
retainer-based arrangements, revenue is recognized as services are
performed. Fixed fee contracts account for an immaterial portion of
our revenue.
Cost of Revenue
Subscription Cost of Revenue.
Subscription cost of revenue consists primarily of costs related to
hosting our cloud-based Falcon platform in data centers,
amortization of our capitalized internal-use software,
employee-related costs such as salaries and bonuses, stock-based
compensation expense, benefits costs associated with our operations
and support personnel, software license fees, property and
equipment depreciation, amortization of acquired intangibles, and
an allocated portion of facilities and administrative
costs.
As new customers subscribe to our platform and existing
subscription customers increase the number of endpoints on our
Falcon platform, our cost of revenue will increase due to greater
cloud hosting costs related to powering new cloud modules and the
incremental costs for storing additional data collected for such
cloud modules and employee-related costs. We intend to continue to
invest additional resources in our cloud platform and our customer
support organizations as we grow our business. The level and timing
of investment in these areas could affect our cost of revenue in
the future.
Professional Services Cost of Revenue.
Professional services cost of revenue consists primarily of
employee-related costs, such as salaries and bonuses, stock-based
compensation expense, technology, property and equipment
depreciation, and an allocated portion of facilities and
administrative costs.
Gross Profit and Gross Margin
Gross profit and gross margin have been and will continue to be
affected by various factors, including the timing of our
acquisition of new subscription customers, renewals from existing
subscription customers, sales of additional modules to existing
subscription customers, the data center and bandwidth costs
associated with operating our cloud platform, the extent to which
we expand our customer support and cloud operations organizations,
and the extent to which we can increase the efficiency of our
technology, infrastructure, and data centers through technological
improvements. We expect our gross profit to increase in dollar
amount and our gross margin to increase modestly over the long
term, although our gross margin could fluctuate from period to
period depending on the interplay of these factors. Demand for our
incident response services is driven by the number of breaches
experienced by non-customers. Also, we view our professional
services solutions in the context of our larger business and as a
significant lead generator for new subscriptions. Because of these
factors, our services revenue and gross margin may fluctuate over
time.
Operating Expenses
Our operating expenses consist of sales and marketing, research and
development, and general administrative expenses. For each of these
categories of expense, employee-related expenses are the most
significant component, which include salaries,
employee bonuses, sales commissions, and employer payroll tax.
Operating expenses also include an allocated portion of overhead
costs for facilities and IT.
Sales and Marketing.
Sales and marketing expenses primarily consist of employee-related
expenses such as salaries, commissions, and bonuses. Sales and
marketing expenses also include stock-based compensation; expenses
related to our Fal.Con customer conference and other marketing
events; an allocated portion of facilities and administrative
expenses; amortization of acquired intangibles, and cloud hosting
and related services costs related to proof of value efforts. Sales
and marketing expenses also include sales commissions and any other
incremental payments made upon the initial acquisition of a
subscription or upsells to existing customers, which are
capitalized and amortized over the estimated customer life. We also
capitalize and amortize any such expenses paid for the renewal of a
subscription over the term of the renewal.
We expect sales and marketing expenses to increase in dollar amount
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. However,
we anticipate sales and marketing expenses to decrease as a
percentage of our total revenue over time, although our sales and
marketing expenses may fluctuate as a percentage of our total
revenue from period-to-period depending on the timing of these
expenses.
Research and Development.
Research and development expenses primarily consist of
employee-related expenses such as salaries and bonuses; stock-based
compensation; consulting expenses related to the design,
development, testing, and enhancements of our subscription
services; and an allocated portion of facilities and administrative
expenses. Our cloud platform is software-driven, and our research
and development teams employ software engineers in the design, and
the related development, testing, certification, and support of
these solutions.
We expect research and development expenses to increase in dollar
amount as we continue to increase investments in our technology
architecture and software platform. 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.
General and Administrative.
General and administrative expenses consist of employee-related
expenses such as salaries and bonuses; stock-based compensation;
and related expenses for our executive, finance, human resources,
and legal organizations. In addition, general and administrative
expenses include outside legal, accounting, and other professional
fees; and an allocated portion of facilities and administrative
expenses.
We expect general and administrative expenses to increase in dollar
amount over time. However, we anticipate general and administrative
expenses to decrease as a percentage of our total revenue over time
although our general and administrative expenses may fluctuate as a
percentage of our total revenue from period-to-period depending on
the timing of these expenses.
Interest Expense.
Interest expense consists primarily of amortization of debt
issuance costs, contractual interest expense for our Senior Notes
issued in January 2021, and amortization of debt issuance costs on
our secured revolving credit facility.
Interest Income.
Interest income consists primarily of income earned on our cash and
cash equivalents and short-term investments.
Other Income, Net.
Other income, net, consists primarily of gain and losses on
strategic investments and foreign currency transaction gains and
losses.
Provision for Income Taxes.
Provision for income taxes consists of state income taxes in the
United States, foreign income taxes, including taxes related to the
intercompany sale of intellectual property, and withholding taxes
related to customer payments in certain foreign jurisdictions in
which we conduct business. We maintain a full valuation allowance
on our U.S. federal and state and U.K. deferred tax assets, which
we have determined are not realizable on a more likely than not
basis.
Net Income Attributable to Non-controlling
Interest.
Net income attributable to non-controlling interest consists of the
Falcon Funds’ non-controlling interest share of mark-to-market
gains and losses and interest income from our strategic
investments.
Results of Operations
The following tables set forth our consolidated statements of
operations for each period presented (in thousands, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended January 31, |
|
2023 |
|
2022 |
|
2021 |
|
|
|
|
|
|
Revenue |
|
|
|
|
|
Subscription |
$ |
2,111,660 |
|
|
$ |
1,359,537 |
|
|
$ |
804,670 |
|
Professional services |
129,576 |
|
|
92,057 |
|
|
69,768 |
|
Total revenue |
2,241,236 |
|
|
1,451,594 |
|
|
874,438 |
|
Cost of revenue |
|
|
|
|
|
Subscription |
511,684 |
|
|
321,904 |
|
|
185,212 |
|
Professional services |
89,547 |
|
|
61,317 |
|
|
44,333 |
|
Total cost of revenue |
601,231 |
|
|
383,221 |
|
|
229,545 |
|
Gross profit |
1,640,005 |
|
|
1,068,373 |
|
|
644,893 |
|
Operating expenses |
|
|
|
|
|
Sales and marketing |
904,409 |
|
|
616,546 |
|
|
401,316 |
|
Research and development |
608,364 |
|
|
371,283 |
|
|
214,670 |
|
General and administrative |
317,344 |
|
|
223,092 |
|
|
121,436 |
|
Total operating expenses |
1,830,117 |
|
|
1,210,921 |
|
|
737,422 |
|
Loss from operations |
(190,112) |
|
|
(142,548) |
|
|
(92,529) |
|
Interest expense |
(25,319) |
|
|
(25,231) |
|
|
(1,559) |
|
Interest income |
52,495 |
|
|
3,788 |
|
|
4,968 |
|
Other income, net |
3,053 |
|
|
3,968 |
|
|
1,251 |
|
Loss before provision for income taxes |
(159,883) |
|
|
(160,023) |
|
|
(87,869) |
|
Provision for income taxes |
22,402 |
|
|
72,355 |
|
|
4,760 |
|
Net loss |
(182,285) |
|
|
(232,378) |
|
|
(92,629) |
|
Net income attributable to non-controlling interest |
960 |
|
|
2,424 |
|
|
— |
|
Net loss attributable to CrowdStrike |
$ |
(183,245) |
|
|
$ |
(234,802) |
|
|
$ |
(92,629) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the components of our consolidated
statements of operations as a percentage of total revenue for the
periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended January 31, |
|
2023 |
|
2022 |
|
2021 |
|
% |
|
% |
|
% |
Revenue |
|
|
|
|
|
Subscription |
94 |
% |
|
94 |
% |
|
92 |
% |
Professional services |
6 |
% |
|
6 |
% |
|
8 |
% |
Total revenue |
100 |
% |
|
100 |
% |
|
100 |
% |
Cost of revenue |
|
|
|
|
|
Subscription |
23 |
% |
|
22 |
% |
|
21 |
% |
Professional services |
4 |
% |
|
4 |
% |
|
5 |
% |
Total cost of revenue |
27 |
% |
|
26 |
% |
|
26 |
% |
Gross profit |
73 |
% |
|
74 |
% |
|
74 |
% |
Operating expenses |
|
|
|
|
|
Sales and marketing |
40 |
% |
|
42 |
% |
|
46 |
% |
Research and development |
27 |
% |
|
26 |
% |
|
25 |
% |
General and administrative |
14 |
% |
|
15 |
% |
|
14 |
% |
Total operating expenses |
82 |
% |
|
83 |
% |
|
84 |
% |
Loss from operations |
(8) |
% |
|
(10) |
% |
|
(11) |
% |
Interest expense |
(1) |
% |
|
(2) |
% |
|
— |
% |
Interest income |
2 |
% |
|
— |
% |
|
1 |
% |
Other income, net |
— |
% |
|
— |
% |
|
— |
% |
Loss before provision for income taxes |
(7) |
% |
|
(11) |
% |
|
(10) |
% |
Provision for income taxes |
1 |
% |
|
5 |
% |
|
1 |
% |
Net loss |
(8) |
% |
|
(16) |
% |
|
(11) |
% |
Net income attributable to non-controlling interest |
— |
% |
|
— |
% |
|
— |
% |
Net loss attributable to CrowdStrike |
(8) |
% |
|
(16) |
% |
|
(11) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Comparison of Fiscal 2023 and Fiscal 2022
Revenue
The following shows total revenue from subscriptions and
professional services for fiscal 2023, as compared to fiscal 2022
(in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
2023 |
|
2022 |
|
$ |
|
% |
|
|
|
|
|
|
|
|
Subscription |
$ |
2,111,660 |
|
|
$ |
1,359,537 |
|
|
$ |
752,123 |
|
|
55 |
% |
Professional services |
129,576 |
|
|
92,057 |
|
|
37,519 |
|
|
41 |
% |
Total revenue |
$ |
2,241,236 |
|
|
$ |
1,451,594 |
|
|
$ |
789,642 |
|
|
54 |
% |
Total revenue increased by $789.6 million, or 54%, in fiscal 2023,
compared to fiscal 2022. Subscription revenue accounted for 94% of
our total revenue in each of fiscal 2023 and fiscal 2022.
Professional services revenue accounted for 6% of our total revenue
in each of fiscal 2023 and fiscal 2022.
Subscription revenue increased by $752.1 million, or 55%, in fiscal
2023, compared to fiscal 2022, which was primarily driven by a
combination of the addition of new customers and the sale of
additional endpoints and modules to existing customers. As of
January 31, 2023, we had a total of 23,019 subscription
customers, which represents 41% growth from January 31,
2022.
Professional services revenue increased by $37.5 million, or 41%,
in fiscal
2023,
compared to fiscal 2022, which was primarily attributable to an
increase in the number of professional service hours performed and
an increase in services offerings that are not based on billable
hours.
Cost of Revenue, Gross Profit, and Gross Margin
The following shows cost of revenue related to subscriptions and
professional services for fiscal 2023, as compared to fiscal 2022
(in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
2023 |
|
2022 |
|
$ |
|
% |
|
|
|
|
|
|
|
|
Subscription |
$ |
511,684 |
|
|
$ |
321,904 |
|
|
$ |
189,780 |
|
|
59 |
% |
Professional services |
89,547 |
|
|
61,317 |
|
|
28,230 |
|
|
46 |
% |
Total cost of revenue |
$ |
601,231 |
|
|
$ |
383,221 |
|
|
$ |
218,010 |
|
|
57 |
% |
Total cost of revenue increased by $218.0 million, or 57%, in
fiscal
2023,
compared to fiscal 2022. Subscription cost of revenue increased by
$189.8 million, or 59%, in fiscal
2023,
compared to fiscal 2022. The increase in subscription cost of
revenue was primarily due to an increase in cloud hosting and
related services cost of $100.0 million driven by increased
customer activity, an increase in employee-related expenses of
$43.1 million driven by a 47% increase in average headcount, an
increase in stock-based compensation expense of $10.0 million, an
increase in amortization of internal-use software of $9.1 million,
an increase in allocated overhead costs of $8.4 million, an
increase in depreciation of data center equipment of $8.2 million,
an increase in term-based software licenses of $3.9 million, an
increase in amortization of intangible assets of $3.1 million, and
an increase in employee health insurance costs of $2.8
million.
Professional services cost of revenue increased by $28.2 million,
or 46%, in fiscal
2023,
compared to fiscal 2022. The increase in professional services cost
of revenue was primarily due to an increase in employee-related
expenses of $17.0 million driven by an increase in average
headcount of 46%, an increase in stock-based compensation expense
of $5.6 million, an increase in allocated overhead costs of $2.4
million, an increase in consulting expense of $2.0 million, and an
increase in employee health insurance costs of $1.0
million.
The following shows gross profit and gross margin for subscriptions
and professional services for fiscal 2023, as compared to fiscal
2022 (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
2023 |
|
2022 |
|
$ |
|
% |
|
|
|
|
|
|
|
|
Subscription gross profit |
$ |
1,599,976 |
|
|
$ |
1,037,633 |
|
|
$ |
562,343 |
|
|
54 |
% |
Professional services gross profit |
40,029 |
|
|
30,740 |
|
|
9,289 |
|
|
30 |
% |
Total gross profit |
$ |
1,640,005 |
|
|
$ |
1,068,373 |
|
|
$ |
571,632 |
|
|
54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
Subscription gross margin |
76 |
% |
|
76 |
% |
|
— |
% |
Professional services gross margin |
31 |
% |
|
33 |
% |
|
(2) |
% |
Total gross margin |
73 |
% |
|
74 |
% |
|
(1) |
% |
Subscription gross margin was relatively flat for fiscal
2023,
compared to fiscal 2022.
Professional services gross margin decreased by
2%
in fiscal 2023, compared to fiscal
2022.
The decrease in professional services gross margin was primarily
due to higher employee-related expenses and higher stock-based
compensation, partially offset by an increase in the number of
professional service hours performed and an increase in service
offerings that are not based on billable hours
during fiscal 2023 compared to fiscal
2022.
Operating Expenses
Sales and Marketing
The following shows sales and marketing expenses for fiscal 2023,
as compared to fiscal 2022 (in thousands, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
2023 |
|
2022 |
|
$ |
|
% |
|
|
|
|
|
|
|
|
Sales and marketing expenses |
$ |
904,409 |
|
|
$ |
616,546 |
|
|
$ |
287,863 |
|
|
47 |
% |
Sales and marketing expenses increased by $287.9 million, or 47%,
in fiscal
2023,
compared to fiscal 2022. The increase in sales and marketing
expenses was primarily due to an increase in employee-related
expenses of $146.8 million driven by an increase in sales and
marketing average headcount of 41%, an increase in stock-based
compensation of $62.3 million, an increase in marketing programs of
$21.8 million, an increase in allocated overhead costs of $18.6
million, an increase in travel expenses of $9.6 million, an
increase in company events expenses of $6.7 million, an increase in
employee health insurance costs of $6.4 million, and an increase in
term-based software licenses of $2.7 million.
Research and Development
The following shows research and development expenses for fiscal
2023, as compared to fiscal 2022 (in thousands, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
2023 |
|
2022 |
|
$ |
|
% |
|
|
|
|
|
|
|
|
Research and development expenses |
$ |
608,364 |
|
|
$ |
371,283 |
|
|
$ |
237,081 |
|
|
64 |
% |
Research and development expenses increased by $237.1 million, or
64% in fiscal
2023,
compared to fiscal 2022. This increase was primarily due to an
increase in employee-related expenses of $110.9 million driven by
an increase in research and development average headcount of 53%,
an increase in stock-based compensation of $72.7 million, an
increase in allocated overhead costs of $17.0 million, an increase
in cloud hosting and related costs of $13.5 million, an increase in
company events expenses of $10.8 million, an increase in travel
expenses of $4.9 million, an increase in employee health insurance
costs of $4.8 million, and an increase in term-based software
licenses of $3.2 million.
General and Administrative
The following shows general and administrative expenses for fiscal
2023, as compared to fiscal 2022 (in thousands, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
2023 |
|
2022 |
|
$ |
|
% |
|
|
|
|
|
|
|
|
General and administrative expenses |
$ |
317,344 |
|
|
$ |
223,092 |
|
|
$ |
94,252 |
|
|
42 |
% |
General and administrative expenses increased by $94.3 million, or
42%, in fiscal
2023,
compared to fiscal 2022. The increase in general and administrative
expenses was primarily due to an increase in stock-based
compensation expense of $65.9 million, an increase in
employee-related expenses of $21.7 million driven by an increase in
general and administrative average headcount of 46%, an increase in
allocated overhead costs of $4.7 million, an increase in facilities
expenses of $2.5 million, an increase in term-based software
licenses of $1.6 million, an increase in travel expenses of $1.6
million, and an increase in employee health insurance costs of $0.9
million,
partially offset by
a decrease in legal expense of $5.3 million, and a decrease in
consulting expense of $4.3 million.
Interest Expense, Interest Income and Other Income,
Net
The following shows interest expense, interest income, and other
income, net, for fiscal 2023, as compared to fiscal 2022 (in
thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
2023 |
|
2022 |
|
$ |
|
% |
|
|
|
|
|
|
|
|
Interest expense |
$ |
(25,319) |
|
|
$ |
(25,231) |
|
|
$ |
(88) |
|
|
— |
% |
Interest income |
$ |
52,495 |
|
|
$ |
3,788 |
|
|
$ |
48,707 |
|
|
1,286 |
% |
Other income, net |
$ |
3,053 |
|
|
$ |
3,968 |
|
|
$ |
(915) |
|
|
(23) |
% |
Interest expense consists primarily of amortization of debt
issuance costs, contractual interest expense, and accretion of debt
discount for our Senior Notes issued in January 2021.
The increase in interest income during fiscal 2023 compared to
fiscal 2022 was driven by increases in market interest
rates.
The decrease in other income, net during fiscal 2023 compared to
fiscal 2022 was primarily due to a decrease in net positive
mark-to-market adjustments of our strategic investments of $3.2
million, partially offset by a net increase of $2.3 million from
foreign currency transaction gains.
Provision for Income Taxes
The following shows the provision for income taxes for fiscal 2023,
as compared to fiscal 2022 (in thousands, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
2023 |
|
2022 |
|
$ |
|
% |
|
|
|
|
|
|
|
|
Provision for income taxes |
$ |
22,402 |
|
|
$ |
72,355 |
|
|
$ |
(49,953) |
|
|
(69) |
% |
The decrease in provision for income taxes during fiscal 2023
compared to fiscal 2022 was primarily due to a decrease in tax
expense related to gains from the intercompany sale of intellectual
property from acquisitions.
Liquidity and Capital Resources
Our primary sources of liquidity as of January 31, 2023,
consisted of: (i) $2.5 billion in cash and cash equivalents,
which mainly consists of cash on hand and highly liquid investments
in time deposits and money market funds, (ii) $250.0 million in
short-term investments, which consist of time deposits, (iii) cash
we expect to generate from operations, and (iv) available capacity
under our $750.0 million senior secured revolving credit facility
(the “A&R Credit Agreement”). We expect that the combination of
our existing cash and cash equivalents, short-term investments,
cash flows from operations, and the A&R Credit Agreement will
be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for at least the next 12
months.
Our short-term and long-term liquidity requirements primarily arise
from: (i) business acquisitions and investments we may make from
time to time, (ii) working capital requirements, (iii) interest and
principal payments related to our outstanding indebtedness, (iv)
research and development and capital expenditure needs, and (v)
license and service arrangements integral to our business
operations. Our ability to fund these requirements will depend, in
part, on our future cash flows, which are determined by our future
operating performance and, therefore, subject to prevailing global
macroeconomic conditions and financial, business and other factors,
some of which are beyond our control.
Since our inception, we have generated operating losses, as
reflected in our accumulated deficit of $1.1 billion as of
January 31, 2023. We expect to continue to incur operating
losses for the foreseeable future due to the investments we intend
to continue to make, particularly in sales and marketing and
research and development. As a result, we may require additional
capital resources in the future to execute strategic initiatives to
grow our business.
We typically invoice our subscription customers annually in
advance. Therefore, a substantial source of our cash is from such
prepayments, which are included on our consolidated balance sheets
as deferred revenue. Deferred revenue primarily consists of billed
fees for our subscriptions, prior to satisfying the criteria for
revenue recognition, which are subsequently recognized as revenue
in accordance with our revenue recognition policy. As of
January 31, 2023, we had deferred revenue of
$2.4 billion, of which $1.7 billion was recorded as a
current liability and is expected to be recorded as revenue in the
next 12 months, provided all other revenue recognition criteria
have been met.
We do not have any relationships with unconsolidated entities or
financial partnerships, such as entities often referred to as
structured finance or special purpose entities. We do not have any
outstanding derivative financial instruments, off-balance sheet
guarantees, interest rate swap transactions, or foreign currency
forward contracts.
Cash Flows
The following table summarizes our cash flows for the periods
presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended January 31, |
|
2023 |
|
2022 |
|
2021 |
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
941,007 |
|
|
$ |
574,784 |
|
|
$ |
356,566 |
|
Net cash (used in) provided by investing activities |
$ |
(556,658) |
|
|
$ |
(564,516) |
|
|
$ |
495,427 |
|
Net cash provided by financing activities |
$ |
77,437 |
|
|
$ |
72,531 |
|
|
$ |
800,135 |
|
Operating Activities
Net cash provided by operating activities during fiscal 2023 was
$941.0 million, which resulted from a net loss of
$182.3 million, adjusted for non-cash charges of $802.9
million and net cash inflow of $320.4 million from changes in
operating assets and liabilities. Non-cash charges primarily
consisted of $526.5 million in stock-based compensation expense,
$170.8 million of amortization of deferred contract acquisition
costs, $77.2 million of depreciation and amortization, $16.6
million of amortization for intangibles assets, $9.4 million of
non-cash operating lease costs, and $2.8 million of non-cash
interest expense, partially offset by a $1.8 million change in the
fair value of strategic investments. The net cash inflow from
changes in operating assets and liabilities was primarily due to a
$825.8 million increase in deferred revenue, a $58.9 million
increase in accrued expenses and other liabilities, and a $65.2
million increase in accrued payroll and benefits, partially offset
by a $298.7 million increase in deferred contract acquisition
costs, a $258.1 million increase in accounts receivable, net, a
$46.8 million increase in prepaid expenses and other assets, a
$15.5 million decrease in accounts payable, and a $10.4 million
decrease in operating lease liabilities.
Net cash provided by operating activities during fiscal 2022 was
$574.8 million, which resulted from a net loss of $232.4 million,
adjusted for non-cash charges of $485.4 million and net cash inflow
of $321.7 million from changes in operating assets and liabilities.
Non-cash charges primarily consisted of $310.0 million in
stock-based compensation expense, $113.9 million of amortization of
deferred contract acquisition costs, $55.9 million of depreciation
and amortization, $12.9 million of amortization for intangibles
assets, $9.1 million of non-cash operating lease costs and $2.5
million of non-cash interest expense, partially offset by a $14.0
million change in deferred income taxes and a $4.8 million change
in the fair value of strategic investments. The net cash inflow
from changes in operating assets and liabilities was primarily due
to a $616.4 million increase in deferred revenue, a $38.5 million
increase in accrued expenses and other liabilities, a $33.2 million
increase in accounts payable, and a $32.7 million increase in
accrued payroll and benefits, partially offset by a $234.3 million
increase in deferred contract acquisition costs, a $125.4 million
increase in accounts receivable, net, a $29.5 million increase in
prepaid expenses and other assets, and a $9.9 million decrease in
operating lease liabilities.
Investing Activities
Net cash used in investing activities during fiscal 2023 of
$556.7 million was primarily due to purchases of investments
of $250.0 million, purchases of property and equipment of $235.0
million, capitalized internal-use software and website development
costs of $29.1 million, purchases of strategic investments of $21.8
million, business acquisitions, net of cash acquired, of $18.3
million, which were primarily related to the Reposify acquisition,
and purchases of intangible assets of $2.3 million.
Net cash used in investing activities during fiscal 2022 of $564.5
million was primarily due to the acquisitions of Humio and
SecureCircle, net of cash acquired, of $414.5 million, purchases of
property and equipment of $112.1 million, capitalized internal-use
software and website development costs of $20.9 million, and
purchase of strategic investments of $16.3 million.
Financing Activities
Net cash provided by financing activities of $77.4 million
during fiscal 2023 was primarily due to our proceeds from the
employee stock purchase plan of $59.4 million, $11.0 million of
capital contributions from non-controlling interests, and proceeds
from the exercise of stock options of $8.7 million, partially
offset by the repayment of a loan acquired through Reposify of $1.6
million.
Net cash provided by financing activities of $800.1 million during
fiscal 2021 was primarily due to $739.6 million related to the
issuance of our Senior Notes, after deducting the underwriting
commissions and issuance costs paid as of January 31, 2021,
proceeds from our employee stock purchase plan of $34.3 million,
and proceeds from the exercise of stock options of $28.8 million,
partially offset by $3.3 million debt issuance costs related to the
revolving credit facility.
Supplemental Guarantor Financial Information
Our Senior Notes are guaranteed on a senior, unsecured basis by
CrowdStrike, Inc., a wholly owned subsidiary of CrowdStrike
Holdings, Inc. (the “subsidiary guarantor,” and together with
CrowdStrike Holdings, Inc., the “Obligor Group”). The guarantee is
full and unconditional and is subject to certain conditions for
release. See Note 4, Debt, in Part II, Item 8 of this Annual Report
on Form 10-K, for a brief description of the Senior
Notes.
We conduct our operations almost entirely through our subsidiaries.
Accordingly, the Obligor Group’s cash flow and ability to service
the notes will depend on the earnings of our subsidiaries and the
distribution of those earnings to the Obligor Group, whether by
dividends, loans, or otherwise. Holders of the guaranteed
registered debt securities will have a direct claim only against
the Obligor Group.
Summarized financial information is presented below for the Obligor
Group on a combined basis after elimination of intercompany
transactions and balances within the Obligor Group and equity in
the earnings from and investments in any non-guarantor subsidiary.
The revenue amounts presented in the summarized financial
information include all of our consolidated revenue, and there is
no intercompany revenue from the non-guarantor subsidiaries. This
summarized financial information has been prepared and presented
pursuant to Regulation S-X Rule 13-01, “Financial Disclosures about
Guarantors and Issuers of Guaranteed Securities” and is not
intended to present the financial position or results of operations
of the Obligor Group in accordance with U.S. GAAP.
|
|
|
|
|
|
Statement of Operations |
Year Ended
January 31, 2023 |
|
(in thousands) |
Revenue |
$ |
2,241,236 |
|
Cost of revenue |
639,637 |
|
Operating expenses |
1,855,244 |
|
Loss from operations |
(253,644) |
|
Net loss |
(237,920) |
|
Net loss attributable to CrowdStrike |
(237,920) |
|
|
|
|
|
|
|
|
|
Balance Sheet |
January 31, 2023 |
|
|
|
(in thousands) |
|
|
|
|
|
|
Current assets (excluding intercompany receivables from
non-Guarantors) |
$ |
3,541,670 |
|
|
|
Intercompany receivables from non-Guarantors |
5,817 |
|
|
|
Noncurrent assets |
1,443,684 |
|
|
|
Current liabilities |
2,027,443 |
|
|
|
Noncurrent liabilities (excluding intercompany payable to
non-Guarantors) |
1,417,627 |
|
|
|
Intercompany payable to non-Guarantors |
289,242 |
|
|
|
Strategic Investments
In July 2019, we agreed to commit up to $10.0 million to a newly
formed entity, CrowdStrike Falcon Fund LLC (the “Original Falcon
Fund”) in exchange for 50% of the sharing percentage of any
distribution by the Original Falcon Fund. In December 2021, we
agreed to commit an additional $50.0 million to a newly formed
entity, CrowdStrike Falcon Fund II LLC (“Falcon Fund II”) in
exchange for 50% of the sharing percentage of any distribution by
Falcon Fund II. Further, entities associated with Accel also agreed
to commit up to $10.0 million and $50.0 million, respectively, to
the Original Falcon Fund and Falcon Fund II (collectively, the
“Falcon Funds”), and collectively own the remaining 50% of the
sharing percentage of the Falcon Funds. Both Falcon Funds are in
the business of purchasing, selling, and investing in minority
equity and convertible debt securities of privately-held companies
that develop applications that have potential for substantial
contribution to us and our platform. We are the manager of the
Falcon Funds and control their investment decisions and day-to-day
operations and accordingly have consolidated each of the Falcon
Funds. Each Falcon Fund has a duration of ten years and may be
extended for three additional years. At dissolution, the Falcon
Funds will be liquidated, and the remaining assets will be
distributed to the investors based on their respective sharing
percentage.
Contractual Obligations and Commitments
Contractual Obligations
Our commitments consist of obligations under non-cancellable real
estate arrangements on an undiscounted basis, of which $11.8
million is due in the next 12 months and $35.2 million is due
thereafter. In addition, we have debt obligations related to $750.0
million aggregate principal amount of the Senior Notes due in
fiscal 2030 and the interest payments associated with the Senior
Notes of $22.5 million due in the next 12 months and
$123.8 million due thereafter. As of January 31, 2023, we
have $179.9 million of non-cancellable data center commitments
in excess of one year, of which $26.0 million is due in the
next 12 months and $153.9 million due thereafter. Also, as of
January 31, 2023, we have $90.9 million of non-cancelable
purchase commitments with various parties to purchase products and
services, entered into in the normal course of business, in excess
of one year, of which $52.1 million is due in the next 12
months and $38.8 million due thereafter. We expect to fund
these obligations with cash flows from operations and cash on our
balance sheet.
The contractual commitment amounts above are associated with
agreements that are enforceable and legally binding. Obligations
under contracts, including purchase orders, that we can cancel
without a significant penalty are excluded.
Other Obligations
In October 2021, we entered into a new private pricing addendum
with Amazon Web Services (“AWS”), which provides us with cloud
computing infrastructure. Under the new pricing addendum, we
committed to purchase a minimum of $600.0 million of cloud
services from AWS through September 2026. As of January 31,
2023, we have utilized $297.6 million of this commitment. We expect
to meet our remaining commitment with AWS.
As of January 31, 2023, our unrecognized tax benefits included
$4.2 million, which were classified as long-term liabilities
due to the inherent uncertainty with respect to the timing of
future cash outflows associated with our unrecognized tax
benefits.
Indemnification
Our subscription agreements contain standard indemnification
obligations. Pursuant to these agreements, we will indemnify,
defend, and hold the other party harmless with respect to a claim,
suit, or proceeding brought against the other party by a third
party alleging that our intellectual property infringes upon the
intellectual property of the third party, or results from a breach
of our representations and warranties or covenants, or that results
from any acts of negligence or willful misconduct. The term of
these indemnification agreements is generally perpetual after the
execution of the agreement. Typically, these indemnification
provisions do not provide for a maximum potential amount of future
payments we could be required to make. However, in the past we have
not been obligated to make significant payments for these
obligations, and no liabilities have been recorded for these
obligations on our consolidated balance sheets as of
January 31, 2023 or January 31, 2022.
We also agreed to indemnify our directors and certain executive
officers for certain events or occurrences, subject to certain
limits, while the officer is or was serving at our request in such
capacity. The maximum amount of potential future indemnification is
unlimited. However, our director and officer liability insurance
policy mitigates our exposure. Historically, we have not been
obligated to make any payments for these obligations, and no
liabilities have been recorded for these obligations on our
consolidated balance sheets as of January 31, 2023 or
January 31, 2022.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and
results of operations is based upon our consolidated financial
statements and notes to our consolidated financial statements,
which were prepared in accordance with U.S. GAAP. The preparation
of the consolidated financial statements requires our management to
make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes. See
Note 1, Description of Business and Significant Accounting Policies
to our consolidated financial statements included in Item 8,
Financial Statements and Supplementary Data of this Annual Report
on Form 10-K. We base our estimates and judgments on our historical
experience, knowledge of factors affecting our business and our
belief as to what could occur in the future considering available
information and assumptions that are believed to be reasonable
under the circumstances.
The accounting estimates we use in the preparation of our
consolidated financial statements will change as new events occur,
more experience is acquired, additional information is obtained,
and our operating environment changes. Changes in estimates are
made when circumstances warrant. Such changes in estimates and
refinements in estimation methodologies are reflected in our
reported results of operations and, if material, the effects of
changes in estimates are disclosed in the notes to our consolidated
financial statements. By their nature, these estimates and
judgments are subject to an inherent degree of uncertainty and
actual results could differ materially from the amounts reported
based on these estimates.
The critical accounting estimates, assumptions, and judgments that
we believe have the most significant impact on our consolidated
financial statements are described below.
Revenue Recognition
We derive our revenue predominately from subscription revenue,
which is primarily based on the solutions subscribed to by the
customer. We recognize subscription revenue ratably over the
contract term. Our professional services are available through time
and material and fixed fee agreements. Revenue from professional
services is recognized as services are performed.
We enter into revenue contracts with multiple performance
obligations in which a customer may purchase combinations of
subscriptions, support, training, and consulting service. Judgment
is required when considering the terms and conditions of these
contracts. The transaction price for these contracts is allocated
to the separate performance obligations on a relative standalone
selling price (“SSP”) basis. The SSP is the price at which we would
sell promised subscription or professional services separately to a
customer.
Business Combinations
We allocate the purchase price of acquired companies to the
tangible and intangible assets acquired and liabilities assumed
based on their estimated fair values at the acquisition date. The
excess of the fair value of purchase consideration over the fair
values of these identifiable assets and liabilities is recorded as
goodwill. The purchase price allocation process requires management
to make significant estimates and assumptions with respect to
intangible assets. Although we believe the assumptions and
estimates we have made are reasonable, they are based in part on
historical experience, market conditions, and information obtained
from management of the acquired companies and are inherently
uncertain. Examples of judgments used to estimate the fair value of
intangibles assets include, but are not limited to, future expected
cash flows, expected customer attrition rates, estimated
obsolescence rates, and discount rates. These estimates are
inherently uncertain and unpredictable and, as a result, actual
results may differ from estimates.
Income Taxes
We account for income taxes using the asset and liability method.
Under this method, deferred tax assets and liabilities are
determined based on differences between the financial statement and
tax basis of assets and liabilities and net operating loss and
credit carryforwards using enacted tax rates in effect for
the year in which the differences are expected to reverse.
Valuation allowances are established when necessary to reduce
deferred tax assets to the amounts expected to be
realized.
We account for unrecognized tax benefits using a
more-likely-than-not threshold for financial statement recognition
and measurement of tax positions taken or expected to be taken in a
tax return. We establish a liability for tax-related uncertainties
based on estimates of whether, and the extent to which, additional
taxes will be due. Our assumptions, judgments, and estimates
relative to the current provision for income taxes take into
account current tax laws, our interpretation of current tax laws,
and possible outcomes of current and future audits conducted by
foreign and domestic tax authorities. We have established reserves
for income taxes to address potential exposures involving tax
positions that could be challenged by tax authorities. In addition,
we are subject to the continual examination of our income tax
returns by the U.S. Internal Revenue Service (“IRS”) and other
domestic and foreign tax authorities. We regularly assess the
likelihood of outcomes resulting from these examinations to
determine the adequacy of our provision for income taxes and have
reserved for potential adjustments that may result from such
examinations. We believe such estimates to be reasonable; however,
the final determination of any of these examinations could
significantly impact the amounts provided for income taxes in our
consolidated financial statements.
Recently Issued Accounting Pronouncements
See Note 1, Description of Business and Significant Accounting
Policies, included in Part II, Item 8 of this Annual Report on Form
10-K for more information about the impact of certain recent
accounting pronouncements on our consolidated financial
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
We have operations in the United States and internationally, and we
are exposed to market risk in the ordinary course of
business.
Interest Rate Risk
Our cash and cash equivalents primarily consist of cash on hand and
highly liquid investments in time deposits and money market funds.
Our short-term investments consist of time deposits. Our
investments do not have significant interest rate risk, as the
yields on our investments are fixed rates. As of January 31,
2023, we had cash and cash equivalents of $2.5 billion,
short-term investments of $250.0 million, and no marketable
securities. The primary objectives of our investment activities are
the preservation of capital, the fulfillment of liquidity needs,
and the fiduciary control of cash and investments. We do not enter
into investments for trading or speculative purposes. The effect of
a hypothetical 100 basis point change in interest rates would not
have had a material effect on the fair market value of our
portfolio as of January 31, 2023. We therefore do not expect
our results of operations or cash flows to be materially affected
by a sudden change in market interest rates.
Our debt obligations consist of a variety of financial instruments
that expose us to interest rate risk, including, but not limited to
our revolving credit facility and the Senior Notes. The interest on
the revolving credit facility is tied to short-term interest rate
benchmarks including the Term SOFR. The interest rate on the Senior
Notes is fixed.
Foreign Currency Risk
To date, nearly all of our sales contracts have been denominated in
U.S. dollars. A portion of our operating expenses are incurred
outside the United States, denominated in foreign currencies, and
subject to fluctuations due to changes in foreign currency exchange
rates, particularly changes in the British Pound, Australian
Dollar, and Euro. The functional currency of our foreign
subsidiaries is that country’s local currency. Foreign currency
transaction gains and losses are recorded to other income, net. A
hypothetical 10% adverse change in the U.S. dollar against other
currencies would have resulted in an increase in operating loss of
approximately $55.5 million and $36.3 million for the
fiscal years ended January 31, 2023 and January 31, 2022,
respectively. We have not entered into derivative or hedging
transactions, but we may do so in the future if our exposure to
foreign currency becomes more significant.
Inflation Rate Risk
We do not believe that inflation had a material effect on our
business, financial condition, or results of operations during the
fiscal year ended January 31, 2023. If our costs were to
become subject to significant inflationary pressures, we may not be
able to fully offset such higher costs through price increases. Our
inability or failure to do so could harm our business, financial
condition, and results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
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Page |
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Consolidated Financial Statements |
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Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Stockholders of CrowdStrike Holdings,
Inc.
Opinions on the Financial Statements and Internal Control over
Financial Reporting
We have audited the accompanying consolidated balance sheets of
CrowdStrike Holdings, Inc. and its subsidiaries (the “Company”) as
of January 31, 2023 and 2022, and the related consolidated
statements of operations, of comprehensive loss, of stockholders'
equity and of cash flows for each of the three years in the period
ended January 31, 2023, including the related notes (collectively
referred to as the “consolidated financial statements”). We also
have audited the Company's internal control over financial
reporting as of January 31, 2023, based on criteria established
in
Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of the Company as of January 31, 2023 and 2022, and the
results of its operations and its cash flows for each of the three
years in the period ended January 31, 2023 in conformity with
accounting principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial
reporting as of January 31, 2023, based on criteria established
in
Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated
financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Control Over Financial
Reporting appearing under Item 9A. Our responsibility is to express
opinions on the Company’s consolidated financial statements and on
the Company's internal control over financial reporting based on
our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to error or fraud, and whether effective internal control over
financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included
performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial
Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the
company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising
from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to
the audit committee and that (i) relates to accounts or disclosures
that are material to the consolidated financial statements and (ii)
involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it
relates.
Revenue Recognition – Identification and Evaluation for Terms and
Conditions in Contracts
As described in Note 1 to the consolidated financial statements,
the Company generates its revenue from contracts with customers for
subscriptions and professional services. Management considers the
terms and conditions of contracts with customers and the Company’s
customary business practices in identifying contracts. Management
determines the Company has a contract with a customer when the
contract is approved, each party’s rights regarding the services to
be transferred can be identified, payment terms for the services
can be identified, it has been determined that the customer has the
ability and intent to pay, and the contract has commercial
substance. Revenue is recognized when control of the promised
services is transferred to the customer, in an amount that reflects
the consideration expected to be received in exchange for those
services. The Company’s consolidated revenue for the year ended
January 31, 2023 was $2,241 million.
The principal considerations for our determination that performing
procedures relating to revenue recognition, specifically the
identification and evaluation of terms and conditions in contracts,
is a critical audit matter are the high degree of auditor
subjectivity and effort in performing procedures and evaluating
evidence relating to the identification and evaluation of terms and
conditions in contracts.
Addressing the matter involved performing procedures and evaluating
audit evidence in connection with forming our overall opinion on
the consolidated financial statements. These procedures included
testing the effectiveness of controls relating to the revenue
recognition process, including controls over the identification and
evaluation of terms and conditions in contracts. These procedures
also included, among others, (i) testing management’s process for
identifying and evaluating terms and conditions in contracts,
including evaluating management’s determination of the impact of
those terms and conditions on revenue recognition, and (ii) testing
the completeness and accuracy of management’s identification and
evaluation of terms and conditions in contracts by examining
revenue transactions on a test basis.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 8, 2023
We have served as the Company’s auditor since 2016.
CrowdStrike Holdings, Inc.
Consolidated Balance Sheets
(in thousands, except per share data)
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January 31, |
|
2023 |
|
2022 |
Assets |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
2,455,369 |
|
|
$ |
1,996,633 |
|
Short-term investments |
250,000 |
|
|
— |
|
Accounts receivable, net of allowance for credit losses of $2.6
million and
$1.6 million as of January 31, 2023 and January 31, 2022,
respectively
|
626,181 |
|
|
368,145 |
|
Deferred contract acquisition costs, current |
186,855 |
|
|
126,822 |
|
Prepaid expenses and other current assets |
121,862 |
|
|
79,352 |
|
Total current assets |
3,640,267 |
|
|
2,570,952 |
|
Strategic investments |
47,270 |
|
|
23,632 |
|
|
|
|
|
Property and equipment, net |
492,335 |
|
|
260,577 |
|
Operating lease right-of-use assets |
39,936 |
|
|
31,735 |
|
Deferred contract acquisition costs, noncurrent |
260,233 |
|
|
192,358 |
|
Goodwill |
430,645 |
|
|
416,445 |
|
Intangible assets, net |
86,889 |
|
|
97,336 |
|
Other long-term assets |
28,965 |
|
|
25,346 |
|
Total assets |
$ |
5,026,540 |
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$ |
3,618,381 |
|
Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
$ |
45,372 |
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$ |
47,634 |
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Accrued expenses |
137,884 |
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|
83,382 |
|
Accrued payroll and benefits |
168,767 |
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|
104,563 |
|
Operating lease liabilities, current |
13,046 |
|
|
9,820 |
|
Deferred revenue |
1,727,484 |
|
|
1,136,502 |
|
|
|
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|
Other current liabilities |
16,519 |
|
|
24,929 |
|
Total current liabilities |
2,109,072 |
|
|
1,406,830 |
|
Long-term debt |
741,005 |
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|
739,517 |
|
Deferred revenue, noncurrent |
627,629 |
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|
392,819 |
|
Operating lease liabilities, noncurrent |
29,567 |
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|
25,379 |
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Other liabilities, noncurrent |
31,833 |
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|
16,193 |
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Total liabilities |
3,539,106 |
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|
2,580,738 |
|
Commitments and contingencies (Note 9) |
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Stockholders’ Equity |
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Preferred stock, $0.0005 par value; 100,000 shares authorized as of
January 31, 2023 and January 31, 2022; no shares issued and
outstanding as of January 31, 2023 and January 31,
2022
|
— |
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|
— |
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Class A common stock, $0.0005 par value; 2,000,000 shares
authorized as of January 31, 2023 and January 31, 2022; 222,759
shares, and 209,996 shares issued and outstanding as of January 31,
2023 and January 31, 2022, respectively; Class B common stock,
$0.0005 par value; 300,000 shares authorized as of January 31, 2023
and January 31, 2022; 13,018 shares, and 20,710 shares issued and
outstanding as of January 31, 2023 and January 31, 2022,
respectively
|
118 |
|
|
115 |
|
Additional paid-in capital |
2,612,705 |
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|
1,991,807 |
|
Accumulated deficit |
(1,148,163) |
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|
(964,918) |
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Accumulated other comprehensive loss |
(1,019) |
|
|
(1,240) |
|
Total CrowdStrike Holdings, Inc. stockholders’ equity |
1,463,641 |
|
|
1,025,764 |
|
Non-controlling interest |
23,793 |
|
|
11,879 |
|
Total stockholders’ equity |
1,487,434 |
|
|
1,037,643 |
|
Total liabilities and stockholders’ equity |
$ |
5,026,540 |
|
|
$ |
3,618,381 |
|
The accompanying notes are an integral part of these consolidated
financial statements.
CrowdStrike Holdings, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
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Year Ended January 31, |
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2023 |
|
2022 |
|
2021 |
Revenue |
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Subscription |
$ |
2,111,660 |
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$ |
1,359,537 |
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$ |
804,670 |
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Professional services |
129,576 |
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|
92,057 |
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|
69,768 |
|
Total revenue |
2,241,236 |
|
|
1,451,594 |
|
|
874,438 |
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|
Cost of revenue |
|
|
|
|
|
Subscription |
511,684 |
|
|
321,904 |
|
|
185,212 |
|
Professional services |
89,547 |
|
|
61,317 |
|
|
44,333 |
|
Total cost of revenue |
601,231 |
|
|
383,221 |
|
|
229,545 |
|
|
|
|
|
|
|
Gross profit |
1,640,005 |
|
|
1,068,373 |
|
|
644,893 |
|
|
|
|
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|
|
Operating expenses |
|
|
|
|
|
Sales and marketing |
904,409 |
|
|
616,546 |
|
|
401,316 |
|
Research and development |
608,364 |
|
|
371,283 |
|
|
214,670 |
|
General and administrative |
317,344 |
|
|
223,092 |
|
|
121,436 |
|
Total operating expenses |
1,830,117 |
|
|
1,210,921 |
|
|
737,422 |
|
|
|
|
|
|
|
Loss from operations |
(190,112) |
|
|
(142,548) |
|
|
(92,529) |
|
Interest expense |
(25,319) |
|
|
(25,231) |
|
|
(1,559) |
|
Interest income |
52,495 |
|
|
3,788 |
|
|
4,968 |
|
Other income, net |
3,053 |
|
|
3,968 |
|
|
1,251 |
|
|
|
|
|
|
|
Loss before provision for income taxes |
(159,883) |
|
|
(160,023) |
|
|
(87,869) |
|
|
|
|
|
|
|
Provision for income taxes |
22,402 |
|
|
72,355 |
|
|
4,760 |
|
|
|
|
|
|
|
Net loss |
(182,285) |
|
|
(232,378) |
|
|
(92,629) |
|
Net income attributable to non-controlling interest |
960 |
|
|
2,424 |
|
|
— |
|
Net loss attributable to CrowdStrike |
$ |
(183,245) |
|
|
$ |
(234,802) |
|
|
$ |
(92,629) |
|
|
|
|
|
|
|
Net loss per share attributable to CrowdStrike common stockholders,
basic and diluted |
$ |
(0.79) |
|
|
$ |
(1.03) |
|
|
$ |
(0.43) |
|
|
|
|
|
|
|
Weighted-average shares used in computing net loss per share
attributable to CrowdStrike common stockholders, basic and
diluted |
233,139 |
|
|
227,142 |
|
|
217,756 |
|
The accompanying notes are an integral part of these consolidated
financial statements.
CrowdStrike Holdings, Inc.
Consolidated Statements of Comprehensive Loss
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended January 31, |
|
2023 |
|
2022 |
|
2021 |
Net loss |
$ |
(182,285) |
|
|
$ |
(232,378) |
|
|
$ |
(92,629) |
|
Other comprehensive income (loss): |
|
|
|
|
|
Foreign currency translation adjustments |
221 |
|
|
(3,559) |
|
|
2,630 |
|
Reversal of unrealized gain upon sale of debt securities, net of
tax |
— |
|
|
— |
|
|
(1,320) |
|
|
|
|
|
|
|
Other comprehensive income (loss) |
221 |
|
|
(3,559) |
|
|
1,310 |
|
Less: Comprehensive income attributable to non-controlling
interest |
960 |
|
|
2,424 |
|
|
— |
|
Total comprehensive loss attributable to CrowdStrike |
$ |
(183,024) |
|
|
$ |
(238,361) |
|
|
$ |
(91,319) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated
financial statements.
CrowdStrike Holdings, Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands)
|
|
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|
|
|
|
|
|
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|
Common Stock |
|
Additional
Paid-in
Capital |
|
Accumulated
Deficit |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Non-controlling Interest |
|
Total Stockholders’ Equity (Deficit) |
|
|
|
|
|
|
Shares |
|
Amount |
|
|
Balances at January 31, 2020 |
|
|
|
|
|
212,948 |
|
|
$ |
106 |
|
|
$ |
1,378,479 |
|
|
$ |
(637,487) |
|
|
$ |
1,009 |
|
|
$ |
500 |
|
|
$ |
742,607 |
|
Issuance of common stock upon exercise of options |
|
|
|
|
|
|