Backblaze(BLZE) - 2023 Q1 - Quarterly Report

PART I PART I - FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial information, management's analysis, market risk, and internal controls Item 1. Financial Statements This section presents Backblaze's unaudited condensed consolidated financial statements for Q1 2023, showing a net loss of $17.1 million and decreased total assets Condensed Consolidated Balance Sheets Total assets decreased to $142.9 million as of March 31, 2023, primarily due to reduced cash and investments, while equity declined to $60.6 million Condensed Consolidated Balance Sheets (in thousands) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $4,047 | $6,690 | | Total current assets | $57,972 | $74,399 | | Total assets | $142,925 | $152,458 | | Liabilities and Stockholders' Equity | | | | Total current liabilities | $53,368 | $56,274 | | Total liabilities | $82,356 | $83,710 | | Total stockholders' equity | $60,569 | $68,748 | Condensed Consolidated Statements of Operations Revenue increased to $23.4 million for Q1 2023, but the net loss widened to $17.1 million due to higher operating expenses Condensed Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Revenue | $23,394 | $19,490 | | Gross profit | $10,969 | $9,809 | | Total operating expenses | $27,769 | $21,498 | | Loss from operations | $(16,800) | $(11,689) | | Net loss | $(17,113) | $(12,530) | | Net loss per share, basic and diluted | $(0.50) | $(0.41) | Condensed Consolidated Statements of Cash Flows Net cash used in operating activities was $5.2 million for Q1 2023, offset by $7.3 million from investing activities, resulting in a net cash increase of $0.4 million Summary of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,191) | $(900) | | Net cash provided by (used in) investing activities | $7,309 | $(81,477) | | Net cash used in financing activities | $(1,766) | $(3,176) | | Net increase (decrease) in cash | $352 | $(85,553) | Notes to Condensed Consolidated Financial Statements This section details accounting policies, revenue disaggregation, and significant events like a recent restructuring, noting the company operates as a single segment - The company is an Emerging Growth Company (EGC) and has elected to use the extended transition period for complying with new or revised accounting standards[144] - The company's Chief Executive Officer is identified as the Chief Operating Decision Maker (CODM), who reviews financial information on an aggregated basis, leading to the conclusion of a single operating and reportable segment[145] Revenue by Product (in thousands) | Product | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | B2 Cloud Storage | $9,977 | $7,036 | | Computer Backup | $13,417 | $12,454 | | Total revenue | $23,394 | $19,490 | - In February 2023, the company settled a contractual dispute with SAFE (Simple Agreement for Future Equity) holders for a one-time payment of $1.5 million[250] - During Q1 2023, the company initiated a workforce reduction, incurring approximately $2.5 million in severance and other personnel costs, with the majority paid out during the quarter[271][299] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the 20% revenue increase to $23.4 million in Q1 2023, driven by B2 Cloud Storage growth, alongside increased operating expenses and a wider net loss, with sufficient liquidity for the next 12 months Key Business Metrics Key metrics show total company Net Revenue Retention (NRR) at 111% and Annual Recurring Revenue (ARR) at $95.9 million as of March 31, 2023, with strong B2 Cloud Storage growth Key Business Metrics as of March 31, (in millions for ARR) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | B2 Cloud Storage | | | | Net revenue retention rate (NRR) | 120% | 131% | | Gross customer retention rate | 90% | 90% | | Annual recurring revenue (in millions) | $41.7 | $28.4 | | Computer Backup | | | | Net revenue retention rate (NRR) | 106% | 105% | | Gross customer retention rate | 90% | 91% | | Annual recurring revenue (in millions) | $54.2 | $50.6 | | Total Company | | | | Net revenue retention rate (NRR) | 111% | 113% | | Gross customer retention rate | 91% | 91% | | Annual recurring revenue (in millions) | $95.9 | $79.0 | Results of Operations Q1 2023 revenue grew 20% to $23.4 million, but a 32% increase in operating expenses, including restructuring charges, led to a wider operating loss of $16.8 million Revenue Comparison (in thousands) | Revenue Source | Q1 2023 | Q1 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | B2 Cloud Storage | $9,977 | $7,036 | $2,941 | 42% | | Computer Backup | $13,417 | $12,454 | $963 | 8% | | Total revenue | $23,394 | $19,490 | $3,904 | 20% | Operating Expense Comparison (in thousands) | Expense Category | Q1 2023 | Q1 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $10,533 | $7,941 | $2,592 | 33% | | Sales and marketing | $10,559 | $8,029 | $2,530 | 32% | | General and administrative | $6,677 | $5,528 | $1,149 | 21% | - The increase in R&D expense was primarily due to $1.2 million in restructuring charges and a $0.6 million increase in personnel-related costs[379] - The increase in Sales & Marketing expense was driven by $1.2 million in personnel costs, $1.0 million in restructuring charges, and $0.9 million in stock-based compensation, partially offset by a $1.0 million decrease in advertising[380] Liquidity and Capital Resources As of March 31, 2023, liquidity totaled $56.9 million, supplemented by a $30.0 million revolving credit facility with $22.7 million available, deemed sufficient for the next 12 months - Principal sources of liquidity as of March 31, 2023, were cash, short-term investments, and restricted cash totaling $56.9 million[416] - The company has a $30.0 million revolving credit agreement (RCA) with City National Bank, with $22.7 million available to be borrowed as of March 31, 2023[367][391] - Management believes existing cash and credit facilities will be sufficient to support operations for at least the next 12 months[390] Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks include interest rate fluctuations on its variable-rate credit facility and minimal foreign currency exposure, which could increase with international expansion - The company is exposed to interest rate risk through its variable-rate credit facility tied to SOFR or the Prime Rate[402][428] - Foreign currency risk is currently minimal as sales are denominated in U.S. dollars, but this exposure may increase with future international expansion[403] Controls and Procedures Disclosure controls and procedures were deemed ineffective as of March 31, 2023, due to two material weaknesses in internal control over financial reporting, with ongoing remediation efforts - Management concluded that disclosure controls and procedures were not effective as of March 31, 2023, due to outstanding material weaknesses[432] - Two material weaknesses persist: (i) lack of sufficient and timely review of significant accounting transactions and reconciliations, and (ii) inadequate controls to timely identify errors in recording certain equity transactions[406][462][463] - Remediation efforts are underway, including hiring a new CFO, Corporate Controller, and other key personnel, and implementing a new ERP system. However, the weaknesses cannot be considered fully remediated until new controls operate effectively for a sufficient period[407][434] PART II PART II - OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, and other disclosures Legal Proceedings The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business or financial condition - The company is not presently a party to any legal proceedings expected to have a material adverse effect on its business, financial condition, or operating results[466] Risk Factors This section outlines significant risks, including a history of losses, intense competition, reliance on third-party infrastructure, cybersecurity threats, and the impact of the dual-class stock structure Risks Related to Our Business and Our Industry The company faces intense competition, has a history of losses with an accumulated deficit of $104.9 million, and is vulnerable to service disruptions, cybersecurity attacks, and challenges in customer acquisition and retention - The company has a history of cumulative losses, with an accumulated deficit of $104.9 million as of March 31, 2023, and does not expect to be profitable for the foreseeable future[444] - The markets are intensely competitive, with rivals including Amazon Web Services, Google Cloud Platform, and Microsoft Azure, who have greater resources and brand recognition[473] - The business is dependent on the reliable performance of its platform and third-party data centers, which are vulnerable to disruptions from human error, natural disasters, and cybersecurity attacks[5] - The company's ability to grow relies on attracting new customers cost-effectively through marketing programs and search engine prominence, which may not be successful or provide a reasonable return on investment[9] Risks Related to Reliance on Infrastructure and Third Parties Operations heavily rely on a limited number of third-party data centers and suppliers for components, exposing the company to supply chain disruptions and risks from third-party software failures - The company depends on a limited number of third-party data centers and suppliers for critical components like hard drives, exposing it to supply and service disruptions[32][527] - Potential supply chain interruptions from global political tensions (e.g., Russia-Ukraine war, Taiwan-China tensions) could negatively impact the ability to acquire necessary hardware[32] - The business relies on third-party software such as HubSpot, NetSuite, and Zendesk for essential financial and operational services, and any failure of these vendors could disrupt operations[34][529] Risks Related to Accounting and Tax Matters The company faces risks from two material weaknesses in internal controls, its status as an emerging growth company, potential changes in tax laws, and limitations on net operating loss carryforwards - Two material weaknesses in internal controls over financial reporting have been identified, which could impact the accuracy of financial reporting if not effectively remediated[35][63][530] - The company is an emerging growth company and takes advantage of exemptions from certain reporting requirements, which may make its stock less attractive to investors[29] - The ability to use net operating loss carryforwards ($63.4 million federal, $33.5 million state as of Dec 31, 2022) may be subject to annual limitations due to ownership change rules under IRC Sections 382 and 383[39][534] Risks Related to Intellectual Property The company faces intellectual property litigation risks, relies on limited non-patent protections, and is exposed to potential claims and unfavorable licensing terms from open-source software use - The company is exposed to frequent litigation in the software industry over intellectual property rights and has faced patent infringement claims in the past[41][536] - The company does not own any issued patents and relies on trademark, copyright, and trade secret laws, which may not adequately protect its technology from competition[42][537] - Use of open-source software could subject the company to claims and unfavorable license terms, potentially requiring it to release proprietary source code or re-engineer its solutions[71][511] Risks Related to Ownership of Our Class A Common Stock The dual-class stock structure concentrates 96% of voting power with Class B holders, limiting Class A stockholder influence and potentially affecting stock price volatility, with no anticipated dividends - The dual-class structure concentrates voting control with pre-IPO stockholders, including executive officers, limiting the ability of Class A stockholders to influence important transactions[2][72] - Holders of Class B common stock control a majority of the combined voting power due to the ten-to-one voting ratio, which may delay or prevent a change in control[539] - The company does not anticipate declaring any cash dividends in the foreseeable future, meaning investors must rely on stock price appreciation for returns[80][546] - The company's certificate of incorporation designates the Court of Chancery of Delaware and U.S. federal district courts as exclusive forums for most stockholder disputes, which could limit stockholders' ability to choose a favorable judicial forum[106][565] Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities during the period, and no material change occurred in the planned use of IPO proceeds - There were no unregistered sales of equity securities during the reporting period[109][116] - There has been no material change in the planned use of proceeds from the IPO[568] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[110] Mine Safety Disclosures This section is not applicable to the company - None[84] Other Information The company reports no other information required to be disclosed in this section - None[551][570] Exhibits This section lists the exhibits filed with the quarterly report, including officer certifications and XBRL data files - The report includes various exhibits, such as officer certifications pursuant to the Sarbanes-Oxley Act and Inline XBRL documents[113][553] Signatures The report was signed on May 12, 2023, by the Chief Executive Officer and Chief Financial Officer - The report was signed by Gleb Budman (Chief Executive Officer) and Frank Patchel (Chief Financial Officer)[573][121]