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OFFON

COUCHBASE, INC.

(BASE)
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COUCHBASE : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

09/10/2021 | 04:42pm EST
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and related notes and other financial information included
elsewhere in this Quarterly Report on Form 10-Q and our final prospectus dated
July 21, 2021 and filed with the U.S. Securities and Exchange Commission, or the
SEC, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, or
the Securities Act, on July 22, 2021. This discussion contains forward-looking
statements that involve risks and uncertainties. Factors that could cause or
contribute to such differences include those identified below and those
discussed in the section titled "Risk Factors" and other parts of this Quarterly
Report on Form 10-Q. Our historical results are not necessarily indicative of
the results that may be expected for any period in the future. The last day of
our fiscal year is January 31. Our fiscal quarters end on April 30, July 31,
October 31 and January 31. Our fiscal years ended January 31, 2020 and 2021 are
referred to herein as fiscal 2020 and fiscal 2021, respectively.

Overview


Our mission is to empower enterprises to build, manage and operate modern
mission-critical applications at the highest scale and performance. Couchbase
provides a leading modern database for enterprise applications. Enterprises rely
on Couchbase to power the core applications their businesses depend on, for
which there is no tolerance for disruption or downtime. Our database is
versatile and works in multiple configurations, from cloud to multi- or
hybrid-cloud to on-premise environments to the edge, and can be run by the
customer or managed by us. We have architected our database on the
next-generation flexibility of NoSQL, embodying a "not only SQL" approach. We
combine the schema flexibility unavailable with legacy databases with the power
and familiarity of the SQL query language, the lingua franca of database
programming, into a single, unified platform. Our cloud-native platform provides
a powerful modern database that serves the needs of both enterprise architects
and application developers.

We built Couchbase for the most important, mission-critical applications for the
largest enterprises, with the highest performance, reliability, scalability and
agility requirements. Any compromise of these requirements could cause these
applications to fail-stopping or delaying package delivery for shipping
companies, interrupting reservations for travel companies, or causing product
shortages in stores for retailers. We have spent over a decade building a
platform architected to solve our customers' most difficult database challenges,
from scale to flexibility to deployment. This includes enabling Couchbase to not
just simply run in the cloud, but to run anywhere from public clouds to hybrid
environments and even all the way to the edge, in truly distributed environments
with flexibility in and between those environments. Combined with our
performance at scale, we believe this power enables customers to run their most
important applications with the effectiveness they require, with the efficiency
they desire and in the modern infrastructure environments they demand.

With nearly every aspect of our lives being transformed by digital innovation,
enterprises are charged with building applications that enable delightful and
meaningful customer experiences. Enterprises are increasingly reliant on
applications, and applications in turn rely on databases to store, retrieve and
operationalize data into action. Today, applications are operating at a scale,
speed, and dynamism unheard of just a decade ago. There is an increasing
diversity of application types, modalities and delivery and consumption models,
and the volume, velocity, and variety of data on which applications rely is
growing at an exponential rate. Consequently, the demand on enterprises and
their databases is growing exponentially. These trends are poised to continue,
applying increasing urgency for enterprises to digitally transform. Indeed,
digital transformation has become both a strategic imperative and a competitive
necessity for enterprises seeking to thrive in a data-driven world.

We designed Couchbase to give enterprises a database for the modern cloud world,
overcoming the limitations of legacy database technologies and enabling the high
performance, reliability, scalability, and agility required by enterprises to
deliver their mission-critical applications. We facilitate a seamless transition
for our customers from legacy relational databases to our modern database
resulting in better application scalability, user experience and security at the
pace that works for them. We believe that both enterprise architects and
application developers are key to initiating the transition away from legacy
database technologies and that we are uniquely positioned and architected to
serve both.

We sell our platform through our direct sales force and our growing ecosystem of
partners. Our platform is broadly accessible to a wide range of enterprises, as
well as governments and organizations. We have customers in a range of
industries, including retail and e-commerce, travel and hospitality, financial
services and insurance, software and technology, gaming, media and entertainment
and industrials. We focus our selling efforts on the largest global enterprises
with the most complex data requirements, and we have introduced a new
cloud-based managed offering for enterprises looking for a turnkey version of
our platform.

We have achieved significant growth over our operating history. For the six
months ended July 31, 2021 and 2020, our revenue was $57.7 million and $48.2
million, respectively, representing period-over-period growth of 20%. As of July
31, 2021 and 2020, our ARR was $115.2 million and $96.2 million, respectively,
representing period-over-period growth of 20%. For the six months ended July 31,
2021 and 2020, our net loss was $29.1 million and $20.2 million, respectively,
as we continued to invest in the growth of our business to capture the massive
opportunity that we believe is available to us.

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Initial Public Offering


In July 2021, we completed our initial public offering, or IPO, in which we
issued and sold 9,589,999 shares of our common stock at $24.00 per share, which
included 1,250,869 shares issued upon exercise of the underwriters' option to
purchase additional shares. We received net proceeds of $214.9 million after
deducting underwriting discounts and commissions. In connection with the IPO,
all 26,710,600 shares of our outstanding redeemable convertible stock
automatically converted into an equivalent number of shares of common stock.

Prior to the IPO, all deferred offering costs were capitalized in other noncurrent assets on the condensed consolidated balance sheets. Deferred offering costs of $4.9 million, primarily consisting of legal, accounting, consulting and other fees relating to the Company's IPO, were offset against the IPO proceeds upon closing of the IPO in July 2021.

Our Business Model


We generate the substantial majority of our revenue from sales of subscriptions.
We derive substantially all of our subscription revenue from the Enterprise
Edition of our Couchbase platform, which includes Couchbase Server, our flagship
product, and Couchbase Mobile. The Couchbase platform is designed to give our
customers flexibility to run anywhere the customer chooses, whether deployed in
on-premise data centers, mobile, private clouds, public clouds, multi-clouds or
hybrid clouds. The Couchbase platform is licensed per node, which we define as
an instance of Couchbase running on a server. Our platform can be deployed with
intentional flexibility between a traditional data center on bare metal servers
or within a virtualized or containerized environment, such as VMware or Docker,
as well as in a public cloud, such as Amazon Web Services, Microsoft Azure and
Google Cloud Platform, with the ability to run in any configuration that a
customer desires. Our subscription pricing is based on the computing power and
memory per instance, as well as the chosen service level. We offer three
different support levels: the Platinum level offers 24/7 support and the
shortest response time of 30 minutes; the Gold level offers 24/7 support with a
response time of 2 hours; and the Silver level offers 7am-5pm local time
support, 5 days a week. These response times are for incidences of the highest
severity level, which we identify as level P1. The initial response time for
levels P2 and P3, which are less severe, are longer.

The non-cancelable term of our subscription arrangements typically ranges from
one to three years but may be longer or shorter in limited circumstances and is
typically billed annually in advance. The timing and billing of large,
multi-year contracts can create variability in revenue and deferred revenue
between periods.

We also derive subscription revenue from a fully-managed offering of Couchbase
Server, called Couchbase Cloud, which we introduced in June 2020. Couchbase
Cloud is licensed using an on-demand consumption model or an annual credit
model, which removes the need to license different node types separately.
Couchbase Cloud pricing delivers superior customer flexibility relative to other
CSPs as on-demand pricing allows customers to pay only for what they use based
on hourly pricing and the credits purchased through our annual credit model
expire only at the end of a 12-month period, rather than ratably over the year.
We also provide automatic conversion to on-demand consumption when credits
expire or are exhausted. Couchbase Cloud credits can be purchased upfront to
provide cost savings with volume discounts available based on credit quantity.
We offer two pricing levels for Couchbase Cloud, based on the support response
time.

We also generate revenue from services. Our services revenue is derived from our
professional services related to the implementation or configuration of our
platform and training. We have invested in building our services organization
because we believe it plays an important role in customer success, ensuring that
our customers fulfill their digital transformation agendas while leveraging our
platform, accelerating our customers' realization of the full benefits of our
platform and driving increased adoption of our platform.

Our go-to-market strategy is focused on large enterprises recognized as leaders
in their respective industries who are attempting to solve complicated business
problems by digitally transforming their operations. As a result, Couchbase
powers some of the largest and most complex enterprise applications worldwide.
Through our highly instrumented "sell-to" go-to-market motion, we have built a
direct sales organization that understands the strategic needs of enterprises as
well as a marketing organization that emphasizes our enablement of digital
transformation through our no-compromises approach to performance, resiliency,
scalability, agility and total cost of ownership, or TCO, savings.

We complement our "sell-to" go-to-market motion with a "buy-from" go-to-market
motion, which is focused on targeting the application developer community to
drive adoption of our platform. To accomplish this, we offer free Community
Editions of some of our products, free trials of our Enterprise Edition of
Couchbase Server and Couchbase Cloud products and a web browser-based
demonstration version of Couchbase Server to further accelerate application
developer adoption. We believe these offerings lead to future purchases of the
Enterprise Edition. While our Community Edition includes the core functionality
of Couchbase Server, it is not suited for mission-critical deployments, as it
offers only limited functionality around the scaled performance and security
that enterprises require and no direct customer support from Couchbase.

We also continuously grow and cultivate our cloud provider partner and technology provider ecosystem. Our PartnerEngage program, which serves as our umbrella partner program, is tailored to enable our partners to deliver an excellent experience for

                                       24

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customers while achieving profitable growth. For our customers, PartnerEngage
provides more options and enhanced availability to reach Couchbase. A
significant portion of our revenue in fiscal 2021 and the six months ended July
31, 2021 was attributable to our partner ecosystem.

We employ a land-and-expand model centered around our platform offerings, which
have a rapid time to production and time to value for our customers, and our
sales and customer success organizations, which proactively guide customers to
realize strategic and transformative use cases and drive greater adoption of our
platform and services. Our marketing organization is focused on building our
brand reputation and awareness, which drive customer interest and demand for our
platform. As part of these efforts, we host Couchbase Connect.ONLINE, a
technical conference for application developers and enterprise architects, which
showcases compelling customer testimonials and various use cases of our
platform. Our Couchbase Connect offering also provides application developers
with helpful resources to help them learn more about our platform, including
access to over one hundred and fifty on-demand instructional webinars. We also
offer Couchbase Playground, allowing application developers to access
Couchbase'sAPI and Couchbase Academy, which includes role-specific training
courses.

We have also been successful in retaining our customers and increasing their
spend with us over time. Our dollar-based net retention rate was over 115% for
each of the past six quarters. See the section titled "-Factors Affecting Our
Performance" for more information about how we calculate dollar-based net
retention rate.

Factors Affecting Our Performance

Continuing to Acquire New Customers


We grow our subscription revenue by acquiring new customers. The size of our
customer base may vary from period to period for several reasons, including the
length of our sales cycle, the effectiveness of our sales and marketing efforts,
enterprise application development cycles and the corresponding adoption rates
of modern applications that require database solutions like ours. Additionally,
our revenue has and will vary as new customers purchase our products due to the
fact that we recognize a portion of such subscription revenue upfront. As
digital transformation continues to accelerate, we believe that Couchbase Cloud,
our fully-managed DBaaS offering, will become increasingly popular as a result
of its compelling pricing model, ease of operation, lower TCO, time to market
and flexibility. We will continue to offer Couchbase Cloud and provide flexible,
highly available and differentiated economical options to capture new customers.

Continuing to Expand Within Existing Customers


A significant part of our growth has been, and we expect will continue to be,
driven by expansion within our existing customer base. Growth of our revenue
from our existing customers results from increases in the scale of their
deployment for existing use cases, or when customers utilize our platform to
address new use cases. In addition, our professional services organization helps
customers deploy new use cases and optimize their existing implementations. Our
revenue from our subscription offerings varies depending on the scale and
performance requirements of our customers' deployments. We are focusing on
growing our subscription revenue, particularly from enterprises, while
delivering professional services and training to support this growth. We have
been successful in expanding our existing customers' adoption of our platform as
demonstrated by our dollar-based net retention rate of over 115% in each of the
past six quarters.

Our dollar-based net retention rate for any period equals the simple arithmetic
average of our quarterly dollar-based net retention rate for the four quarters
ending with the most recent fiscal quarter. To calculate our dollar-based net
retention rate for a given quarter, we start with the ARR, or Base ARR,
attributable to our customers, or Base Customers, as of the end of the same
quarter of the prior fiscal year. We then determine the ARR attributable to the
Base Customers as of the end of the most recent quarter and divide that amount
by the Base ARR.

Continuing to Invest in Growth


We expect to continue to invest in our offerings, personnel, geographic presence
and infrastructure in order to drive future growth, as well as to pursue
adjacent opportunities. We expend research and development resources to drive
innovation in our proprietary software to constantly improve the functionality
and performance of our platform and to increase the deployment models available
to our customers. We anticipate continuing to increase our headcount to ensure
that our product development organization drives improvements in our product
offerings, our sales and marketing organization can maximize opportunities for
growing our business and revenue and our general and administrative organization
efficiently supports the growth of our business as well as our effective
operation as a public company.

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Key Business Metrics

Annual Recurring Revenue

We define ARR as of a given date as the annualized recurring revenue that we
would contractually receive from our customers in the month ending 12 months
following such date. Based on historical experience with customers, we assume
all contracts will be automatically renewed at the same levels unless we receive
notification of non-renewal and are no longer in negotiations prior to the
measurement date. ARR excludes revenue from on-demand arrangements. Although we
seek to increase ARR as part of our strategy of targeting large enterprise
customers, this metric may fluctuate from period to period based on our ability
to acquire new customers and expand within our existing customers. We believe
that our ARR is an important indicator of the growth and performance of our
business.



        As of July 31,
        2021        2020
         (in millions)
ARR   $  115.2$ 96.2






Customers

We calculate our total number of customers at the end of each period. We include
in this calculation each customer account that has an active subscription
contract with us or with which we are negotiating a renewal contract at the end
of a given period. Each party with which we enter into a subscription contract
is considered a unique customer and, in some cases, a single organization may be
counted as more than one customer. Our customer count is subject to adjustments
for acquisitions, consolidations, spin-offs and other market activity. We
believe that our number of customers is an important indicator of the growth of
our business and future revenue trends.



              As of July 31,
             2021       2020
Customers       558        522




Non-GAAP Financial Measures

Non-GAAP Gross Profit and Non-GAAP Gross Margin


We define non-GAAP gross profit and non-GAAP gross margin as gross profit and
gross margin, respectively, excluding stock-based compensation expense recorded
to cost of revenue. We use non-GAAP gross profit and non-GAAP gross margin in
conjunction with GAAP financial measures to assess our performance, including in
the preparation of our annual operating budget and quarterly forecasts, to
evaluate the effectiveness of our business strategies and to communicate with
our board of directors concerning our financial performance.



                                            Three Months Ended July 31,             Six Months Ended July 31,
                                             2021                 2020              2021                2020
                                                                 (dollars in thousands)
Total revenue                           $       29,699$       25,160$      57,654$      48,205
Gross profit                            $       26,174$       22,477$      50,737$      42,845
Add: Stock-based compensation expense               54                   36               103                  61
Non-GAAP gross profit                   $       26,228$       22,513$      50,840$      42,906
Gross margin                                      88.1 %               89.3 %            88.0 %              88.9 %
Non-GAAP gross margin                             88.3 %               89.5 %            88.2 %              89.0 %






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Non-GAAP Operating Loss and Non-GAAP Operating Margin


We define non-GAAP operating loss and non-GAAP operating margin as loss from
operations and operating margin, respectively, excluding stock-based
compensation expense and litigation-related expenses. We use non-GAAP operating
loss and non-GAAP operating margin in conjunction with GAAP measures to assess
our performance, including in the preparation of our annual operating budget and
quarterly forecasts, to evaluate the effectiveness of our business strategies
and to communicate with our board of directors concerning our financial
performance.



                                           Three Months Ended July 31,             Six Months Ended July 31,
                                             2021                 2020              2021                2020
                                                                (dollars in thousands)
Total revenue                           $       29,699$     25,160$      57,654$   48,205
Loss from operations                    $      (13,990 )$     (6,703 )$     (28,099 )$  (15,997 )
Add: Stock-based compensation expense            1,981               1,366              3,810             2,207
Add: Litigation-related expenses                     -                 138                  -               213
Non-GAAP operating loss                 $      (12,009 )$     (5,199 )$     (24,289 )$  (13,577 )
Operating margin                                   (47 )%              (27 )%             (49 )%            (33 )%
Non-GAAP operating margin                          (40 )%              (21 )%             (42 )%            (28 )%



Non-GAAP Net Loss and Non-GAAP Net Loss Per Share




We define non-GAAP net loss attributable to common stockholders as net loss
attributable to common stockholders excluding stock-based compensation expense
and litigation-related expenses. We use non-GAAP net loss attributable to common
stockholders and non-GAAP net loss per share attributable to common stockholders
in conjunction with GAAP measures to assess our performance, including in the
preparation of our annual operating budget and quarterly forecasts, to evaluate
the effectiveness of our business strategies and to communicate with our board
of directors concerning our financial performance.



                                         Three Months Ended July 31,            Six Months Ended July 31,
                                          2021                 2020              2021               2020
                                                             (dollars in thousands)
Net loss attributable to common
stockholders                         $       (15,908 )$      (9,988 )$     (31,986 )$   (21,338 )
Add: Stock-based compensation
expense                                        1,981               1,366             3,810             2,207
Add: Litigation-related expenses                   -                 138                 -               213
Non-GAAP net loss attributable to
common
  stockholders                       $       (13,927 )$      (8,484 )$     (28,176 )$   (18,918 )
GAAP net loss per share
attributable to common
  stockholders                       $         (1.76 )     $       (1.76 )$       (4.16 )$     (3.77 )
Non-GAAP net loss per share
attributable to common
  stockholders                       $         (1.54 )     $       (1.50 )$       (3.66 )$     (3.34 )
Weighted average shares
outstanding, basic and diluted                 9,045               5,662             7,696             5,660




Free Cash Flow

We define free cash flow as cash used in operating activities less purchases of
property and equipment, which includes capitalized internal-use software costs.
We believe free cash flow is a useful indicator of liquidity that provides our
management, board of directors and investors with information about our future
ability to generate or use cash to enhance the strength of our balance sheet and
further invest in our business and pursue potential strategic initiatives. For
the three months ended July 31, 2021 and 2020, our free cash flow included cash
paid for interest on our long-term debt of $0.2 million and $1.1 million,
respectively. For the six months ended July 31, 2021 and 2020, our free cash
flow included cash paid for interest on our long-term debt of $0.5 million and
$2.5 million, respectively.



                                         Three Months Ended July 31,            Six Months Ended July 31,
                                          2021                 2020              2021               2020
                                                                 (in thousands)
Net cash used in operating
activities                           $      (15,986 )$      (13,318 )$     (19,175 )$   (19,466 )
Less: Purchases of property and
equipment                                       (20 )               (785 )            (250 )          (2,626 )
Free cash flow                       $      (16,006 )$      (14,103 )$     (19,425 )$   (22,092 )
Net cash provided by (used in)
investing activities                 $        1,668       $         (785 )   $       4,902$    (2,626 )
Net cash provided by financing
activities                           $      216,339$       72,597$     216,347$    79,085




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Impact of COVID-19

The ongoing COVID-19 pandemic and efforts to mitigate its impact have
significantly curtailed the movement of people, goods and services worldwide,
including in the geographic areas in which we conduct our business operations
and from which we generate our revenue. It has also caused societal and economic
disruption and financial market volatility, resulting in business shutdowns and
reduced business activity. We believe that the COVID-19 pandemic has had a
negative impact on our business and results of operations, primarily as a result
of:

• delaying or pausing digital transformation and expansion projects and

negatively impacting IT spending, which has caused potential customers to

delay or forgo purchases of subscriptions for our platform and services,

        and which has caused some existing customers to request concessions
        including extended payment terms or better pricing, fail to renew
        subscriptions, reduce their usage or fail to expand their usage of our
        platform;

• restricting our sales operations and marketing efforts, reducing the

effectiveness of such efforts in some cases and delaying or lengthening

our sales cycles;

• delaying collections or resulting in an inability to collect accounts

receivable, including as a result of customer bankruptcies; and

• delaying the delivery of professional services and training to our customers.



Many of our customers in industries and segments that the COVID-19 pandemic has
negatively affected, such as consumer-facing travel and hospitality, in-store
retail and in-person entertainment, or COVID-19 impacted customers, have
reduced, or failed to expand their usage of our platform. Further, our ability
to add new customers, particularly COVID-19 impacted customers, was negatively
impacted by the economic environment of the COVID-19 pandemic. As a large
portion of our renewals and new customer contracts are entered into in the
fourth quarter of our fiscal year, the negative impacts of the COVID-19 pandemic
on our business and results of operations, in particular with respect to our
COVID-19 impacted customers, are reflected in the fourth quarter of fiscal 2021
and future periods. We estimate that ARR from these COVID-19 impacted customers
declined from $14.1 million as of April 30, 2020 to $13.6 million as of April
30, 2021, or (3%), while ARR from all of our other customers increased from
$75.7 million as of April 30, 2020 to $95.9 million as of April 30, 2021, or
27%. In contrast, we estimate that ARR from our customers in the same industries
and segments as our COVID-19 impacted customers increased from $10.1 million as
of January 31, 2019 to $14.1 million as of January 31, 2020, or 39%, and ARR
from all of our other customers increased from $56.9 million as of January 31,
2019 to $74.0 million as of January 31, 2020, or 30%.

The COVID-19 pandemic may cause us to continue to experience the foregoing
challenges in our business in the future and could have other effects on our
business, including disrupting our ability to develop new offerings and enhance
existing offerings, market and sell our products and services and conduct
business activities generally.

In contrast, in the longer term we may also see some positive impacts on our
business as a result of the COVID-19 pandemic. We believe the COVID-19 pandemic
has accelerated the trend of enterprises seeking to modernize and re-architect
their mission-critical applications and the building of new applications to
allow them to function in the cloud. The constraining of IT budgets could also
further accelerate the adoption and expansion of our platform, as it can
effectively support mission-critical applications while providing significant
TCO benefits.

The COVID-19 pandemic has also driven some temporary cost savings to our
business. We have experienced slower growth in certain operating expenses due to
reduced business-related travel, deferred hiring for some positions and the
virtualization or cancellation of customer and employee events. We have also
paused expanding some existing facilities, as well as expanding into new
facilities.

Following the challenges that we experienced due in large part to the COVID-19
pandemic, we have seen continued growth in our business. More broadly, we
believe this growth may accelerate as businesses begin to reopen and existing
and prospective COVID-19 impacted customers recover, as our investments in our
cloud offering begin to gain traction and as our sales and marketing
organization is able to operate at full capacity. The impact of the COVID-19
pandemic on our industry continues to evolve, and the full impact on our
financial condition and results of operations remains uncertain, including as a
result of outbreaks and variants. See the section titled "Risk Factors-Risks
Related to Our Industry and Business-The global COVID-19 pandemic has harmed and
could continue to harm our business and results of operations" for more
information regarding risks related to the COVID-19 pandemic.

Components of Results of Operations

Revenue


We derive revenue from sales of subscriptions and services. Our subscription
revenue is primarily derived from term-based software licenses to our platform
sold in conjunction with post-contract support, or PCS. PCS bundled with
software licenses includes internet, email and phone support, bug fixes and the
right to receive unspecified software updates and upgrades released when and if
available during the subscription term. The software license and PCS revenue is
presented as "License" and "Support and other,"

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respectively, in our condensed consolidated statements of operations. License
revenue is recognized upon transfer when our customer has received access to our
software. PCS revenue, or "Support," is recognized ratably over the term of the
arrangement beginning on the date when access to the subscription is made
available to our customer. The non-cancelable term of our subscription
arrangements typically ranges from one to three years but may be longer or
shorter in limited circumstances. "Other" revenue was not material for the
periods presented. Our services revenue is derived from our professional
services related to the implementation or configuration of our platform and
training. Services revenue is recognized over time based on input measures for
professional services and upon delivery for training.

We expect our revenue may vary from period to period based on, among other
things, the timing and size of new subscriptions, the proportion of term license
contracts that commence within the period, the rate of customer renewals and
expansions and timing and delivery of professional services and training.

Cost of Revenue


Cost of subscription revenue primarily consists of personnel-related costs
associated with our customer support organization, including salaries, bonuses,
benefits and stock-based compensation, expenses associated with software and
subscription services dedicated for use by our customer support organization,
third-party cloud infrastructure expenses, amortization of costs associated with
capitalized internal-use software related to Couchbase Cloud and allocated
overhead. There is no cost of revenue associated with our license revenue. We
expect our cost of subscription revenue to increase in absolute dollars as our
subscription revenue increases and as we continue to amortize capitalized
internal-use software costs related to Couchbase Cloud. Cost of services revenue
primarily consists of personnel-related costs associated with our professional
services and training organization, including salaries, bonuses, benefits and
stock-based compensation, costs of contracted third-party partners for
professional services, expenses associated with software and subscription
services dedicated for use by our professional services and training
organization, travel-related expenses and allocated overhead. We expect our cost
of services revenue to increase in absolute dollars as our services revenue
increases.

Gross Profit and Gross Margin


Our gross profit and gross margin have been and will continue to be affected by
various factors, including the average sales price of our subscriptions and
services, the mix of subscriptions and services we sell and the associated
revenue, the mix of geographies into which we sell and transaction volume
growth. We expect our gross profit and gross margin to fluctuate in the near
term depending on the interplay of these factors, and for gross margin to
decline modestly in the long term as we introduce additional platform
capabilities and product offerings and continue to expand our client base
outside of the United States.

Operating Expenses


Our operating expenses consist of research and development, sales and marketing
and general and administrative expenses. Personnel-related costs are the most
significant component of operating expenses and consist of salaries, bonuses,
benefits, sales commissions and stock-based compensation expenses.

Research and Development


Research and development expenses consist primarily of personnel-related costs,
expenses associated with software and subscription services dedicated for use by
our research and development organization, depreciation and amortization of
property and equipment and allocated overhead. We expect that our research and
development expenses will increase in absolute dollars as we continue to invest
in the features and functionalities of our platform. We expect research and
development expenses to fluctuate as a percentage of revenue in the near term,
but to decrease as a percentage of revenue over the long term as we achieve
greater scale in our business.

Sales and Marketing


Sales and marketing expenses consist primarily of personnel-related costs,
expenses associated with software and subscription services dedicated for use by
our sales and marketing organization, costs of general marketing and promotional
activities, amortization of deferred commissions, fees for professional services
related to sales and marketing, travel-related expenses and allocated overhead.
We expect that our sales and marketing expenses will increase in absolute
dollars as we continue to expand our sales and marketing efforts to attract new
customers and deepen our engagement with existing customers. We expect sales and
marketing expenses to fluctuate as a percentage of revenue in the near term as
we continue to invest in growing the reach of our platform through our sales and
marketing efforts, but to decrease as a percentage of revenue over the long term
as we achieve greater scale in our business.

General and Administrative


General and administrative expenses consist primarily of personnel-related costs
associated with our finance, legal, human resources and other administrative
personnel. In addition, general and administrative expenses include
non-personnel costs, such as

                                       29

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fees for professional services such as external legal, accounting and other
professional services, expenses associated with software and subscription
services dedicated for use by our general and administrative organization,
certain taxes other than income taxes and allocated overhead. We expect to incur
additional expenses as a result of operating as a public company, including
costs to comply with the rules and regulations applicable to companies listed on
a national securities exchange, costs related to compliance and reporting
obligations and increased expenses for insurance, investor relations and
professional services. We expect that our general and administrative expenses
will increase in absolute dollars as we continue to invest in the growth of our
business and begin to operate as a publicly-traded company. We expect general
and administrative expenses to fluctuate as a percentage of revenue in the near
term, but to decrease as a percentage of revenue over the long term as we
achieve greater scale in our business.

Interest Expense

Interest expense consists primarily of interest, prepayment penalties and end-of-term charges for our term loan and interest charges for our Credit Facility.

Other Income (Expense), Net


Other income (expense), net consists primarily of foreign currency gains and
losses related to the impact of transactions denominated in a foreign currency
and gain on a legal settlement.

Provision for Income Taxes


Provision for income taxes consists primarily of income taxes in certain foreign
jurisdictions in which we conduct business. We recorded a full valuation
allowance against our U.S. deferred tax assets as we have determined that it is
not more likely than not that the deferred tax assets will be realized. The cash
tax expenses are impacted by each jurisdiction's individual tax rates, laws on
the timing of recognition of income and deductions and availability of NOLs and
tax credits. Our effective tax rate could be adversely affected to the extent
earnings are lower than anticipated in countries that have lower statutory rates
and higher than anticipated in countries that have higher statutory rates.

Results of Operations

The following table sets forth our condensed consolidated statements of operations for the periods indicated (in thousands):




                                               Three Months Ended July 31,           Six Months Ended July 31,
                                                2021                 2020              2021               2020
Revenue:
License                                    $         4,416       $       3,010$       8,694$    5,540
Support and other                                   23,613              20,627            45,800           39,269
Total subscription revenue                          28,029              23,637            54,494           44,809
Services                                             1,670               1,523             3,160            3,396
Total revenue                                       29,699              25,160            57,654           48,205
Cost of revenue:
Subscription(1)                                      2,072               1,276             4,124            2,273
Services(1)                                          1,453               1,407             2,793            3,087
Total cost of revenue                                3,525               2,683             6,917            5,360
Gross profit                                        26,174              22,477            50,737           42,845
Operating expenses:
Research and development(1)                         12,623               9,237            25,164           18,279
Sales and marketing(1)                              22,263              16,475            42,897           33,702
General and administrative(1)                        5,278               3,468            10,775            6,861
Total operating expenses                            40,164              29,180            78,836           58,842
Loss from operations                               (13,990 )            (6,703 )         (28,099 )        (15,997 )
Interest expense                                      (252 )            (2,495 )            (497 )         (4,016 )
Other income (expense), net                            (77 )               614                 7              307
Loss before income taxes                           (14,319 )            (8,584 )         (28,589 )        (19,706 )
Provision for income taxes                             151                 254               480              482
Net loss                                   $       (14,470 )$      (8,838 )$     (29,069 )$  (20,188 )




  (1) Includes stock-based compensation expense as follows:


                                       30

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                                              Three Months Ended July 31,           Six Months Ended July 31,
                                               2021                2020              2021               2020
Cost of revenue-subscription               $          30       $          19     $         57       $         34
Cost of revenue-services                              24                  17               46                 27
Research and development                             569                 394            1,139                640
Sales and marketing                                  688                 412            1,229                676
General and administrative                           670                 524            1,339                830

Total stock-based compensation expense $ 1,981$ 1,366$ 3,810$ 2,207

The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of revenue:




                                               Three Months Ended July 31,              Six Months Ended July 31,
                                               2021                   2020             2021                  2020
Revenue:
License                                              15 %                   12 %             15 %                  11 %
Support and other                                    80                     82               79                    81
Total subscription revenue                           94                     94               95                    93
Services                                              6                      6                5                     7
Total revenue                                       100                    100              100                   100
Cost of revenue:
Subscription                                          7                      5                7                     5
Services                                              5                      6                5                     6
Total cost of revenue                                12                     11               12                    11
Gross profit                                         88                     89               88                    89
Operating expenses:
Research and development                             43                     37               44                    38
Sales and marketing                                  75                     65               74                    70
General and administrative                           18                     14               19                    14
Total operating expenses                            135                    116              137                   122
Loss from operations                                (47 )                  (27 )            (49 )                 (33 )
Interest expense                                     (1 )                  (10 )             (1 )                  (8 )
Other income (expense), net                           *                      2                *                     1
Loss before income taxes                            (48 )                  (34 )            (50 )                 (41 )
Provision for income taxes                            1                      1                1                     1
Net loss                                            (49 )%                 (35 )%           (50 )%                (42 )%




*  Represents less than 1%

Note: Certain figures may not sum due to rounding.

Comparison of Three and Six Months Ended July 31, 2021 and 2020


Revenue



                       Three Months Ended                                        Six Months Ended
                            July 31,                                                 July 31,
                        2021          2020        $ Change       % Change        2021         2020        $ Change       % Change
                                    (dollars in thousands)                                   (dollars in thousands)
Revenue
License              $    4,416$  3,010$    1,406             47 %   $  8,694$  5,540$    3,154             57 %
Support and other        23,613       20,627          2,986             14 %     45,800       39,269          6,531             17 %

Total subscription

  revenue                28,029       23,637          4,392             19 %     54,494       44,809          9,685             22 %
Services                  1,670        1,523            147             10 %      3,160        3,396           (236 )           (7 )%
Total revenue        $   29,699$ 25,160$    4,539             18 %   $ 57,654$ 48,205$    9,449             20 %




Subscription revenue increased by $4.4 million, or 19%, during the three months
ended July 31, 2021 compared to the three months ended July 31, 2020. The
increase in subscription revenue was due to an increase in revenue from existing
customers and new

                                       31
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customers, as we increased our customer base from 522 customers as of July 31,
2020, to 558 customers as of July 31, 2021. Approximately 97% of the increase in
revenue was attributable to growth from existing customers, and the remaining
increase was attributable to new customers.

Subscription revenue increased by $9.7 million, or 22%, during the six months
ended July 31, 2021 compared to the six months ended July 31, 2020.
Approximately 90% of the increase in revenue was attributable to growth from
existing customers, and the remaining increase was attributable to new
customers.

Services revenue increased by $0.1 million, or 10%, during the three months ended July 31, 2021 compared to the three months ended July 31, 2020. The increase in services revenue was primarily due to an increase in the number of professional services hours performed.


Services revenue decreased by $0.2 million, or 7%, during the six months ended
July 31, 2021 compared to the six months ended July 31, 2020. The decrease in
services revenue was primarily due to a decrease in the number of professional
services hours performed due in part to the COVID-19 pandemic.

Cost of Revenue, Gross Profit and Gross Margin



                       Three Months Ended                                            Six Months Ended
                            July 31,                                                     July 31,
                      2021           2020           $ Change       % Change        2021          2020           $ Change      % Change
                                    (dollars in thousands)                                      (dollars in thousands)
Cost of revenue:
Subscription       $    2,072$     1,276$     796             62 %   $  4,124$     2,273$    1,851            81 %
Services                1,453           1,407              46              3 %      2,793           3,087            (294 )         (10 )%
Total cost of
revenue            $    3,525$     2,683$     842             31 %   $  6,917$     5,360$    1,557            29 %
Gross profit       $   26,174$    22,477$ 50,737$    42,845
Gross margin             88.1 %          89.3 %                                      88.0 %          88.9 %
Headcount (at
period end)                59              44                                          59              44




Cost of subscription revenue increased by $0.8 million, or 62%, during the three
months ended July 31, 2021 compared to the three months ended July 31, 2020. The
increase in cost of subscription revenue was primarily due to an increase of
$0.4 million related to the amortization of costs associated with capitalized
internal-use software related to Couchbase Cloud and an increase of $0.4 million
in personnel-related costs associated with increased headcount.

Cost of subscription revenue increased by $1.9 million, or 81%, during the six
months ended July 31, 2021 compared to the six months ended July 31, 2020. The
increase in cost of subscription revenue was primarily due to an increase of
$1.0 million related to the amortization of costs associated with capitalized
internal-use software related to Couchbase Cloud and an increase of $0.8 million
in personnel-related costs associated with increased headcount.

Cost of services revenue increased by less than $0.1 million, or 3%, during the
three months ended July 31, 2021 compared to the three months ended July 31,
2020. The increase in cost of services revenue was primarily due to an increase
of $0.1 million in personnel-related costs associated with increased headcount,
partially offset by a decrease of $0.1 million related to a reduction in
contracted third-party professional services.

Cost of services revenue decreased by $0.3 million, or 10%, during the six
months ended July 31, 2021 compared to the six months ended July 31, 2020. The
decrease in cost of services revenue was primarily due to a decrease of
$0.3 million related to a reduction in contracted third-party professional
services and a decrease of $0.2 million in travel-related costs due
to COVID-19 restrictions. These decreases were partially offset by an increase
of $0.1 million in personnel-related costs associated with increased headcount
and an increase of $0.1 million related to software and subscription services
dedicated for use by our professional services and training organization.

Gross margin decreased during the three and six months ended July 31, 2021,
compared to the three and six months ended July 31, 2020, primarily due to the
amortization of capitalized internal-use software related to Couchbase Cloud
which began in the second half of fiscal 2021, partially offset by the mix of
subscriptions and services we sell and the associated revenue.

Research and Development



                      Three Months Ended July 31,                                          Six Months Ended July 31,
                        2021                2020          $ Change       % Change          2021                2020           $ Change       % Change
                                          (dollars in thousands)                                              (dollars in thousands)
Research and
development        $       12,623$      9,237$    3,386             37 %   $      25,164$      18,279$    6,885             38 %
Percentage of
revenue                        43 %               37 %                                            44 %                38 %
Headcount (at
period end)                   241                177                                             241                 177


                                       32
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Research and development increased by $3.4 million, or 37%, during the three
months ended July 31, 2021 compared to the three months ended July 31, 2020. The
increase in research and development expenses was primarily due to an increase
of $3.1 million in personnel-related costs associated with increased headcount.

Research and development increased by $6.9 million, or 38%, during the six
months ended July 31, 2021 compared to the six months ended July 31, 2020. The
increase in research and development expenses was primarily due to an increase
of $6.4 million in personnel-related costs associated with increased headcount.

Sales and Marketing



                       Three Months Ended July 31,                                           Six Months Ended July 31,
                        2021                 2020           $ Change       % Change          2021                2020           $ Change       % Change
                                           (dollars in thousands)                                               (dollars in thousands)
Sales and
Marketing          $       22,263$       16,475$    5,788             35 %   $      42,897$      33,702$    9,195             27 %
Percentage of
revenue                        75 %                 65 %                                            74 %                70 %
Headcount (at
period end)                   278                  218                                             278                 218




Sales and marketing increased by $5.8 million, or 35%, during the three months
ended July 31, 2021 compared to the three months ended July 31, 2020. The
increase in sales and marketing expenses was primarily due to an increase of
$4.8 million in personnel-related costs associated with increased headcount and
an increase of $0.3 million in sales and marketing program expenses primarily
associated with costs of general marketing and promotional activities as we
continue to expand our sales and marketing efforts to attract new customers and
deepen our engagement with existing customers.

Sales and marketing increased by $9.2 million, or 27%, during the six months
ended July 31, 2021 compared to the six months ended July 31, 2020. The increase
in sales and marketing expenses was primarily due to an increase of $8.6 million
in personnel-related costs associated with increased headcount and an increase
of $0.9 million in sales and marketing program expenses primarily associated
with costs of general marketing and promotional activities as we continue to
expand our sales and marketing efforts to attract new customers and deepen our
engagement with existing customers. This was partially offset by a decrease of
$1.0 million in travel-related costs due to COVID-19 restrictions.

General and Administrative




                      Three Months Ended July 31,                                         Six Months Ended July 31,
                       2021                2020           $ Change       % Change          2021                2020          $ Change       % Change
                                          (dollars in thousands)                                             (dollars in thousands)
General and
administrative     $       5,278$       3,468$    1,810             52 %   $      10,775$      6,861$    3,914             57 %
Percentage of
revenue                       18 %                14 %                                            19 %               14 %
Headcount (at
period end)                   55                  43                                              55                 43




General and administrative increased by $1.8 million, or 52%, during the three
months ended July 31, 2021 compared to the three months ended July 31, 2020. The
increase in general and administrative expenses was primarily due to an increase
of $1.0 million in personnel-related costs associated with increased headcount
and an increase of $0.6 million in additional professional fees and other
corporate expenses associated with being a publicly traded company.

General and administrative increased by $3.9 million, or 57%, during the six
months ended July 31, 2021 compared to the six months ended July 31, 2020. The
increase in general and administrative expenses was primarily due to an increase
of $2.2 million in personnel-related costs associated with increased headcount
and an increase of $1.4 million in additional professional fees and other
corporate expenses associated with being a publicly traded company.

Interest Expense



                   Three Months Ended July 31,                                      Six Months Ended July 31,
                      2021             2020         $ Change      % Change          2021                2020           $ Change      % Change
                                      (dollars in thousands)                                          (dollars in thousands)
Interest expense   $      (252 )$  (2,495 )$    2,243           (90 )%   $      (497 )$       (4,016 )$    3,519           (88 )%





Interest expense decreased by $2.2 million, or 90%, during the three months ended July 31, 2021 compared to the three months ended July 31, 2020. The decrease in interest expense was primarily due to the termination of our term loan in January 2021, which was replaced by our Credit Facility that bears interest at a lower rate and has a lower loan balance than our term loan.

                                       33

--------------------------------------------------------------------------------


Interest expense decreased by $3.5 million, or 88%, during the six months ended
July 31, 2021 compared to the six months ended July 31, 2020. The decrease in
interest expense was primarily due to the termination of our term loan in
January 2021, which was replaced by our Credit Facility that bears interest at a
lower rate and has a lower loan balance than our term loan.

Other Income (Expense), Net



                       Three Months Ended July 31,                                             Six Months Ended July 31,
                       2021                  2020           $ Change       % Change          2021                   2020            $ Change      % Change
                                            (dollars in thousands)                                                 (dollars in thousands)
Other income
(expense), net     $         (77 )       $         614     $     (691 )         (113 )%   $        7           $           307     $     (300 )         (98 )%




Other income (expense), net decreased by $0.7 million, or 113%, during the three
months ended July 31, 2021 compared to the three months ended July 31, 2020. The
increase in other income (expense), net was primarily due to an increase in net
foreign currency transaction losses of $0.7 million during the three months
ended July 31, 2021, as compared to the three months ended July 31, 2020.

Other income (expense), net decreased by $0.3 million, or 98%, during the six
months ended July 31, 2021 compared to the six months ended July 31, 2020. The
increase in other income (expense), net was primarily due to an increase in net
foreign currency transaction losses of $0.3 million during the six months ended
July 31, 2021, as compared to the six months ended July 31, 2020.

Provision for Income Taxes



                        Three Months Ended July 31,                                           Six Months Ended July 31,
                          2021                 2020          $ Change      % Change           2021                 2020          $ Change       % Change
                                             (dollars in thousands)                                              (dollars in thousands)
Loss before income
taxes                $      (14,319 )$     (8,584 )$  (5,735 )          67 %    $     (28,589 )$    (19,706 )$  (8,883 )           45 %
Provision for
income taxes                    151                 254      $    (103 )         (41 )%             480                 482      $      (2 )           (0 )%
Effective tax rate             (1.1 )%             (3.0 )%                                         (1.7 )%             (2.4 )%




Provision for income taxes decreased by $0.1 million, or 41%, during the three
months ended July 31, 2021 compared to the three months ended July 31, 2020. The
decrease in provision for income taxes was primarily due to a decrease
in pre-tax income in our international jurisdictions.

Provision for income taxes remained relatively flat, during the six months ended July 31, 2021 compared to the six months ended July 31, 2020.

Liquidity and Capital Resources


We have financed our operations through subscription revenue from customers
accessing our platform and services revenue, and as of July 31, 2021, we
completed our IPO with net proceeds totaling $214.9 million. As of July 31,
2021, we had borrowed $25.0 million under our Credit Facility, which we repaid
subsequent to July 31, 2021. We have incurred losses and generated negative cash
flows from operations for the last several years, including fiscal 2020 and 2021
and the six months ended July 31, 2021. As of July 31, 2021, we had an
accumulated deficit of $312.8 million.

As of July 31, 2021, we had $253.6 million in cash, cash equivalents and
short-term investments. We believe our existing cash, cash equivalents and
short-term investments, availability under the Credit Facility, which is
described in Note 7 of our notes to condensed consolidated financial statements,
and cash provided by sales of subscriptions to our platform and sales of our
services will be sufficient to meet our projected operating requirements and
capital expenditures for at least the next 12 months. As a result of our revenue
growth plans, both domestically and internationally, we expect that losses and
negative cash flows from operations may continue in the future. Our future
capital requirements will depend on many factors, including our subscription
revenue growth rate, subscription renewals, billing timing and frequency, the
timing and extent of spending to support development efforts, the expansion of
sales and marketing activities, the introduction of new and enhanced platform
features and functionality and the continued market adoption of our platform. We
may in the future pursue acquisitions of businesses, technologies, assets and
talent.

We may be required to seek additional equity or debt financing. In the event
that additional financing is required from outside sources, we may not be able
to raise it on terms acceptable to us or at all. If we are unable to raise
additional capital or generate cash flows necessary to expand our operations and
invest in new technologies, our competitive position could weaken, and our
business, financial condition and results of operations could be adversely
affected.

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 condensed consolidated balance sheets as deferred revenue. Deferred revenue
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 July 31, 2021, remaining
performance obligations, including both deferred

                                       34

--------------------------------------------------------------------------------


revenue and non-cancelable contracted amounts, were $118.9 million. We expect to
recognize revenue of $74.1 million on these remaining performance obligations
over the next 12 months, with the remaining balance recognized thereafter.

Cash Flows


The following table shows a summary of our cash flows for the periods presented:



                                    Six Months Ended July 31,
                                      2021               2020
                                          (in thousands)
Net cash provided by (used in):
Operating activities              $     (19,175 )$  (19,466 )
Investing activities              $       4,902$   (2,626 )
Financing activities              $     216,347$   79,085




Operating Activities

Cash used in operating activities for the six months ended July 31, 2021, of
$19.2 million primarily consisted of our net loss of $29.1 million, adjusted for
non-cash charges of $11.6 million and net cash outflows of $1.7 million from
changes in our operating assets and liabilities. Changes in operating assets and
liabilities primarily reflected a $15.8 million decrease in accounts receivable
related to timing of billings and collections and a $7.3 million decrease in
deferred revenue due to timing of billings. Additionally, there was an increase
of $7.1 million in deferred commission related to increased sales during the
period and an increase of $5.8 million in prepaid expenses offset by an increase
in account payable of $4.6 million and a decrease of $1.7 million in other
accrued liabilities.

Cash used in operating activities for the six months ended July 31, 2020, of
$19.5 million primarily consisted of our net loss of $20.2 million, adjusted for
non-cash charges of $7.9 million and net cash outflows of $7.2 million from
changes in our operating assets and liabilities. Changes in operating assets and
liabilities primarily reflected a $13.0 million decrease in accounts receivable
related to timing of billings and collections and a $13.5 million decrease in
deferred revenue due to timing of billings. Additionally, there was a $1.2
million decrease in accrued compensation and benefits related to timing of
accruals paid and a $4.8 million increase in deferred commissions related to
increased sales during the period.

Investing Activities


Cash provided by investing activities for the six months ended July 31, 2021, of
$4.9 million consisted of maturities of short-term investments net of purchases
of $5.2 million offset by purchases of property and equipment of $0.3 million.

Cash used in investing activities for the six months ended July 31, 2020, of $2.6 million consisted of cash paid for purchases of property and equipment.

Financing Activities


Cash provided by financing activities for the six months ended July 31, 2021, of
$216.3 million primarily consisted of proceeds from the completion of our IPO of
$214.9 million, net of underwriters' discounts and commissions, and proceeds
from stock option exercises of $4.3 million offset by the payment of deferred
offering costs of $2.8 million.

Cash provided by financing activities for the six months ended July 31, 2020, of
$79.1 million consisted of net proceeds from the issuance of Series G redeemable
convertible preferred stock of $104.3 million, net proceeds from borrowings of
$6.4 million and proceeds from stock option exercises of $0.1 million. This was
offset by net payments on borrowings of $31.8 million.

Contractual Obligations and Commitments


We negotiated a noncancelable arrangement with a cloud hosting service provider
in July 2021. Under the arrangement, we committed to spend an aggregate of at
least $10.0 million between August 2021 and August 2024, with a minimum amount
of approximately $3.0 million in each of the first two years and $4.0 million in
the third year on services with this vendor. Except for the cloud hosting
arrangement, there were no material changes outside of the ordinary course of
business in our commitments and contractual obligations for the six months ended
July 31, 2021, from the commitments and contractual obligations disclosed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, set forth in our Final Prospectus.

Indemnification Agreements


We enter into standard indemnification arrangements in the ordinary course of
business. Pursuant to these arrangements, we indemnify, hold harmless and agree
to reimburse the indemnified parties for losses suffered or incurred by the
indemnified party, in

                                       35

--------------------------------------------------------------------------------


connection with any trade secret, copyright, patent or other intellectual
property infringement claims brought by any third party against such indemnified
party with respect to licensed technology. The term of these indemnification
agreements is generally perpetual any time after the execution of the agreement.
The maximum potential amount of future payments we could be required to make
under these agreements is not determinable because it involves claims that may
be made against us in the future that have not yet been made. To date, we have
not incurred costs to defend lawsuits or settle claims related to these
indemnification agreements.

We have entered into indemnification agreements with our directors and officers
that may require us to indemnify our directors and officers against liabilities
that may arise by reason of their status or service as directors or officers,
other than liabilities arising from willful misconduct of the individual. No
liability associated with such indemnification arrangements have been recorded
as of July 31, 2021.

Critical Accounting Policies and Estimates


Our condensed consolidated financial statements and the related notes thereto
included elsewhere in this Quarterly Report on Form 10-Q are prepared in
accordance with U.S. generally accepted accounting principles (GAAP). The
preparation of condensed consolidated financial statements also requires us to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, costs and expenses, and related disclosures. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results could differ
significantly from the estimates made by management. To the extent that there
are differences between our estimates and actual results, our future financial
statement presentation, financial condition, results of operations, and cash
flows will be affected.

There have been no significant changes to our critical accounting policies and estimates as compared to those described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in our Final Prospectus.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

JOBS Act Accounting Election


We are an "emerging growth company," as defined in the JOBS Act. The JOBS Act
provides that an "emerging growth company" can take advantage of an extended
transition period for complying with new or revised accounting standards. This
provision allows an "emerging growth company" to delay the adoption of some
accounting standards until those standards would otherwise apply to private
companies. We have elected to use the extended transition period under the JOBS
Act until the earlier of the date we (i) are no longer an "emerging growth
company" or (ii) affirmatively and irrevocably opt out of the extended
transition period provided in the JOBS Act. As a result, our financial
statements may not be comparable to companies that comply with new or revised
accounting pronouncements as of public company effective dates.

Off-Balance Sheet Arrangements


We did not have during the periods presented, and we do not currently have, any
off-balance sheet financing arrangements or any relationships with
unconsolidated entities or financial partnerships, including entities sometimes
referred to as structured finance or special purpose entities, that were
established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes.

                                       36

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