HashiCorp(HCP) - 2025 Q3 - Quarterly Report

Merger and Acquisition - The proposed Merger with IBM is expected to be completed in the first calendar quarter of 2025, with each share of Class A and Class B common stock converting to $35.00 in cash[84][85]. - As of October 31, 2024, transaction-related costs incurred amount to approximately$ 22.1 million[90]. - The Merger Agreement includes customary termination rights, with a termination fee of $264.2 million applicable under certain conditions[88]. - The company expects to incur an additional liability of approximately$ 92 million related to the proposed merger with IBM, primarily for transaction fees contingent upon the merger's consummation[196]. Financial Performance - The last four-quarter average net dollar retention rate was 109% for 2024 and 119% for 2023, indicating strong customer engagement and expansion opportunities[99]. - HCP subscription revenue for the three months ended October 31, 2024, was $29.0 million, up from$ 19.9 million for the same period in 2023, representing a growth of approximately 46.7%[108]. - For the nine months ended October 31, 2024, HCP subscription revenue was $80.1 million, compared to$ 54.8 million for the same period in 2023, indicating a growth of approximately 46.1%[108]. - Total revenue for the three months ended October 31, 2024, was $173.4 million, an increase of$ 27.3 million or 19% compared to $146.1 million for the same period in 2023[154]. - Total revenue for the nine months ended October 31, 2024, was$ 499.1 million, an increase of $71.8 million or 17% compared to$ 427.4 million for the same period in 2023[167]. - Subscription revenue for the nine months ended October 31, 2024, increased by $66.9 million, or 16%, driven by new customer additions and expanded product adoption[167]. Customer Metrics - As of October 31, 2024, the company served over 4,800 customers, an increase from over 4,300 customers as of October 31, 2023[102]. - Customers with$ 100,000 or greater ARR represented 89% of total revenue for the three months ended October 31, 2024, consistent with the same period in 2023[116]. - Total customers with $100,000 or greater ARR increased to 946 as of October 31, 2024, compared to 897 as of January 31, 2024[114]. Revenue Recognition and Models - The company generates revenue primarily from subscription sales, with a significant portion recognized ratably over the subscription term[92]. - HashiCorp Cloud Platform (HCP) operates on a consumption-based model, with revenue recognized based on actual resource consumption[93]. - The company expects to recognize approximately 62% of its GAAP Remaining Performance Obligations (RPOs) of$ 775.4 million as revenue over the next 12 months[119]. - Non-GAAP RPOs were $795.6 million as of October 31, 2024, down from$ 801.4 million as of January 31, 2024[120]. Operating Expenses and Profitability - The gross profit margin for the three months ended October 31, 2023, was 83%, up from 82% in the same period last year[151]. - Operating expenses for the three months ended October 31, 2023, totaled $173,483,000, a slight decrease from$ 176,093,000 in the same period last year[151]. - The company reported a net loss of $(13,006,000) for the three months ended October 31, 2023, compared to a net loss of$ (39,473,000) for the same period last year, reflecting an improvement[151]. - The cost of subscription revenue for the three months ended October 31, 2023, was $24,456,000, which is 14% of total revenue, compared to 15% in the same period last year[151]. - Gross margin improved to 82% for the nine months ended October 31, 2024, compared to 81% in the prior year[170]. Cash Flow and Investments - Net cash provided by operating activities was$ 57.7 million for the nine months ended October 31, 2024, compared to a net cash used of $21.1 million in the prior year[185]. - Net cash provided by investing activities for the nine months ended October 31, 2024, was$ 95.6 million, with cash inflows from maturities and sales of investments totaling $715.8 million, offset by$ 619.9 million in cash outflows for purchases of short-term investments and capitalized software[191]. - The company has minimum spend commitments of $18.5 million for the 12 months ending February 2025, increasing to$ 25.0 million for the 12 months ending February 2029, under a new agreement with a cloud service provider[195]. Expenses and Future Outlook - The company expects its research and development expenses to continue increasing as it invests in new features and products[142]. - The company anticipates that sales and marketing expenses will increase over time as it expands its sales force and marketing efforts[141]. - General and administrative expenses increased by $11.2 million, or 11%, primarily due to a rise in professional services related to the pending acquisition by IBM[175]. Economic Factors - The company does not believe a hypothetical 10% relative increase or decrease in interest rates would materially impact its operating results as of October 31, 2024[202]. - If the U.S. dollar weakened by 10%, the company's operating expenses could increase by approximately 2% due to foreign currency fluctuations[204]. - The company implemented a foreign currency risk management program during the second quarter of fiscal 2024 to hedge forecasted foreign currency-denominated expenses[205]. - The company does not believe that inflation has had a material effect on its business or financial condition[206].