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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-Q
__________________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2022
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-40601
__________________________________
Couchbase, Inc.
(Exact name of registrant as specified in its charter)
__________________________________
Delaware26-3576987
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3250 Olcott Street
Santa Clara, California 95054
(Address of principal executive offices and Zip Code)
(650) 417-7500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.00001 per shareBASENasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated fileroAccelerated filero
Non-accelerated filer
x
Smaller reporting companyo
 Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No x
As of November 30, 2022, the registrant had 45,171,315 shares of common stock outstanding.


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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about our expectations regarding:
our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, our ability to determine reserves and our ability to achieve and maintain future profitability;
the sufficiency of our cash, cash equivalents and short-term investments to meet our liquidity needs;
the demand for our products and services or for data management solutions in general;
our ability to attract and retain customers and partners;
our ability to develop new products and features and bring them to market in a timely manner and make enhancements to our offerings, as well as market acceptance of new products and features;
our expectations regarding future developments with respect to Couchbase Capella, our fully-managed database-as-a-service (DBaaS”) offering;
our ability to compete with existing and new competitors in existing and new markets and offerings;
macroeconomic conditions, including the impact of the COVID-19 pandemic, foreign exchange fluctuation, inflation concerns, rising interest rates and recessionary fears, on our business and results of operations;
our expectations regarding the effects of existing and developing laws, rules, regulations and other legal obligations, including with respect to taxation and data privacy and security;
our ability to manage risk associated with our business;
our expectations regarding new and evolving markets;
our ability to maintain, develop and protect our brand;
our ability, and our customers’ and our third-party service providers’ ability, to maintain the security and availability to each of our technological and physical infrastructures;
our expectations and management of future growth;
our expectations concerning relationships with third parties;
our ability to obtain, maintain, defend and enforce our intellectual property;
our use of third-party open source software in our solutions and the availability of portions of our source code on an open source basis;
our ability to successfully acquire and integrate companies and assets; and
the increased expenses associated with being a public company.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events.
We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment.
2

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New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Risk Factor Summary
Our business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors but these risks are not the only ones we face. You should carefully review and consider the full discussion of our risk factors below this summary, together with the other information in this Quarterly Report on Form 10-Q. If any of the following risks or if any of those listed elsewhere in this Quarterly Report on Form 10-Q actually occur, our business, reputation, financial condition, results of operations, revenue and future prospects could be seriously harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
We have a history of net losses, may not achieve or maintain profitability in the future and may not continue to grow on pace with historical rates.
We face intense competition and if we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.
We may fail to cost-effectively acquire new customers or obtain renewals, upgrades or expansions from our existing customers, which would adversely affect our business, financial condition and results of operations.
The market for our products and services is relatively new and evolving, and our future success depends on the growth and expansion of this market.
If we fail to innovate in response to changing customer needs, new technologies or other market requirements, our business, financial condition and results of operations could be harmed.
We have a limited operating history, which makes it difficult to predict our future results of operations.
Our future results of operations and key business metrics may fluctuate significantly, and if we fail to meet the expectations of analysts or investors, the market price of our common stock and the value of your investment could decline substantially.
We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations.
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We depend on our sales force, and we may fail to attract, retain, motivate or train our sales force, which could adversely affect our business, financial condition and results of operations.
Our sales strategy to target larger enterprises involves risks that may not be present or that are present to a lesser extent with respect to smaller enterprises, such as long and unpredictable sales cycles and sales efforts that require considerable time and expense, particularly in the current macroeconomic environment.
If we are not able to maintain and enhance our brand, especially among enterprise architects, application developers and other key functions that support them, our business and results of operations may be adversely affected.
The global COVID-19 pandemic has harmed and could continue to harm our business and results of operations, as could other pandemics, natural disasters, political crises or other unexpected events.
Our business could be adversely affected by economic downturns.
Real or perceived errors, failures or bugs in our products or interruptions or performance problems associated with our technology and infrastructure could adversely affect our growth prospects, business, financial condition and results of operations.
Our ability to maintain and increase sales with our existing customers depends, in part, on the quality of our customer support, and our failure to offer high-quality support would harm our reputation and adversely affect our business and results of operations.
We track certain key business metrics with internal systems and tools and do not independently verify such metrics. Certain of these metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.
We may be unable to make acquisitions and investments or successfully integrate acquired companies and assets into our business, and our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition and results of operations.
If we are unable to maintain successful relationships with our partners, our business, financial condition and results of operations could be harmed.
Certain estimates and information we refer to publicly are based on information from third-party sources and we do not independently verify the accuracy or completeness of the data contained in such sources or the methodologies for collecting such data, and any real or perceived inaccuracies in such estimates and information may harm our reputation and adversely affect our business.
Our use of third-party open source software in our solutions, the availability of core portions of our source code on an open source basis and contributions to our open source projects could negatively affect our ability to sell our products and provide our services, subject us to possible litigation and allow third parties to access and use software and technology that we use in our business, all of which could adversely affect our business and results of operations.
Our distribution and licensing model could negatively affect our ability to monetize and protect our intellectual property rights.
Because of the rights accorded to third parties under open source licenses, there may be fewer technology barriers to entry in the markets in which we compete and it may be relatively easy for new and existing competitors, some of whom may have greater resources than we have, to compete with us.
Our decision to license certain source code under a source-available license, the Business Source License version 1.1 (BSL 1.1”), may harm the adoption of our source code.
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We could incur substantial costs in obtaining, maintaining, protecting, defending and enforcing our intellectual property rights and any failure to obtain, maintain, protect, defend or enforce our intellectual property rights could reduce the value of our software and brand.
We have been and may in the future become subject to intellectual property disputes which may be costly to defend, subject us to significant liability, require us to pay significant damages and limit our ability to use certain technologies.
If our security measures, or those of our service providers or customers, are breached or unauthorized parties otherwise obtain access to our or our customers’ data or software, our products and services may be perceived as not being secure, customers may reduce or terminate their use of our products and services and we may face claims, litigation, regulatory investigations, significant liability and reputational damage.
A portion of our revenue is generated by sales to heavily regulated organizations, which are subject to a number of challenges and risks.
Our executive officers, directors and holders of 5% or more of our common stock continue to have substantial control over us, which will limit your ability to influence the outcome of important transactions, including a change in control.
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Part I – Financial Information
Item 1. Financial Statements (unaudited)
COUCHBASE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share amounts)
As of October 31,As of January 31,
20222022
Assets
Current assets
Cash and cash equivalents
$38,781 $95,688 
Short-term investments
138,469 110,266 
Accounts receivable, net
22,530 36,696 
Deferred commissions
12,154 11,783 
Prepaid expenses and other current assets
7,773 8,559 
Total current assets
219,707 262,992 
Property and equipment, net
6,731 4,288 
Operating lease right-of-use assets7,021  
Deferred commissions, noncurrent
7,592 8,243 
Other assets
1,247 1,219 
Total assets
$242,298 $276,742 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
$3,523 $1,923 
Accrued compensation and benefits
9,045 16,143 
Other accrued expenses
3,314 3,231 
Operating lease liabilities
3,043  
Deferred revenue
58,039 69,010 
Total current liabilities
76,964 90,307 
Operating lease liabilities, noncurrent
4,658  
Deferred revenue, noncurrent
2,577 2,713 
Other liabilities
 507 
Total liabilities
84,199 93,527 
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, $0.00001 par value; 200,000,000 shares authorized as of October 31, 2022 and January 31, 2022; zero shares issued outstanding as of October 31, 2022 and January 31, 2022
  
Common stock, $0.00001 par value; 1,000,000,000 shares authorized as of October 31, 2022 and January 31, 2022; 45,119,278 and 43,847,484 shares issued and outstanding as of October 31, 2022 and January 31, 2022, respectively
  
Additional paid-in capital
553,336 525,392 
Accumulated other comprehensive loss
(1,375)(195)
Accumulated deficit
(393,862)(341,982)
Total stockholders’ equity
158,099 183,215 
Total liabilities and stockholders’ equity
$242,298 $276,742 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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COUCHBASE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)
Three Months Ended October 31,Nine Months Ended October 31,
2022202120222021
Revenue:
License$3,519 $3,774 $14,908 $12,468 
Support and other32,201 25,234 89,852 71,034 
Total subscription revenue35,720 29,008 104,760 83,502 
Services2,837 1,816 8,441 4,976 
Total revenue38,557 30,824 113,201 88,478 
Cost of revenue:
Subscription2,631 2,094 7,548 6,218 
Services2,244 1,642 6,759 4,435 
Total cost of revenue4,875 3,736 14,307 10,653 
Gross profit33,682 27,088 98,894 77,825 
Operating expenses:
Research and development13,998 13,103 42,760 38,267 
Sales and marketing27,448 22,817 81,764 65,714 
General and administrative8,828 6,659 25,183 17,434 
Total operating expenses50,274 42,579 149,707 121,415 
Loss from operations(16,592)(15,491)(50,813)(43,590)
Interest expense(26)(133)(76)(630)
Other income (expense), net317 (51)22 (44)
Loss before income taxes(16,301)(15,675)(50,867)(44,264)
Provision for income taxes376 249 1,013 729 
Net loss$(16,677)$(15,924)$(51,880)$(44,993)
Cumulative dividends on Series G redeemable convertible preferred stock   (2,917)
Net loss attributable to common stockholders$(16,677)$(15,924)$(51,880)$(47,910)
Net loss per share attributable to common stockholders, basic and diluted$(0.37)$(0.37)$(1.16)$(2.43)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted44,932 43,440 44,619 19,742 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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COUCHBASE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
(in thousands)
Three Months Ended October 31,Nine Months Ended October 31,
2022202120222021
Net loss$(16,677)$(15,924)$(51,880)$(44,993)
Other comprehensive loss:
Net unrealized losses on investments, net of tax(332)(29)(1,180)(30)
Total comprehensive loss$(17,009)$(15,953)$(53,060)$(45,023)
The accompanying notes are an integral part of these condensed consolidated financial statements.
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COUCHBASE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT)
(unaudited)
(in thousands, except shares)

Redeemable
Convertible
Preferred Stock
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
(Loss)
Accumulated
Deficit
Total
Stockholders’
Equity
(Deficit)
SharesAmountSharesAmount
Balance as of July 31, 2022 $ 44,771,717 $ $544,614 $(1,043)$(377,185)$166,386 
Issuance of common stock upon exercise of stock options— — 94,725 — 666 — — 666 
Issuance of common stock in connection with employee stock purchase plan— — 76,816 — 959 — — 959 
Vesting of restricted stock units— — 176,020 — — — — — 
Stock-based compensation— — — — 7,097 — — 7,097 
Net unrealized losses on investments— — — — — (332)— (332)
Net loss— — — — — — (16,677)(16,677)
Balance as of October 31, 2022 $ 45,119,278 $ $553,336 $(1,375)$(393,862)$158,099 
Redeemable
Convertible
Preferred Stock
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
(Loss)
Accumulated
Deficit
Total
Stockholders’
Equity
(Deficit)
SharesAmountSharesAmount
Balance as of July 31, 2021 $ 43,282,941 $ $515,245 $ $(312,822)202,423 
Issuance of common stock upon exercise of stock options— — 283,526 — 1,645 — — 1,645 
Stock-based compensation— — — — 3,353 — — 3,353 
Net unrealized losses on investments— — — — — (29)— (29)
Net loss— — — — — — (15,924)(15,924)
Balance as of October 31, 2021 $ 43,566,467 $ $520,243 $(29)$(328,746)$191,468 


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Redeemable
Convertible
Preferred Stock
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
(Loss)
Accumulated
Deficit
Total
Stockholders’
Equity
(Deficit)
SharesAmountSharesAmount
Balance as of January 31, 2022 $ 43,847,484 $ $525,392 $(195)$(341,982)$183,215 
Issuance of common stock upon exercise of stock options— — 655,656 — 4,033 — — 4,033 
Issuance of common stock in connection with employee stock purchase plan— — 314,315 — 4,484 — — 4,484 
Vesting of restricted stock units— — 301,823 — — — — — 
Stock-based compensation— — — — 19,427 — — 19,427 
Net unrealized losses on investments— — — — — (1,180)— (1,180)
Net loss— — — — — — (51,880)(51,880)
Balance as of October 31, 2022 $ 45,119,278 $ $553,336 $(1,375)$(393,862)$158,099 
Redeemable
Convertible
Preferred Stock
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
(Loss)
Accumulated
Deficit
Total
Stockholders’
Equity
(Deficit)
SharesAmountSharesAmount
Balance as of January 31, 202126,070,213 $259,822 6,199,305 $ $37,410 $1 $(283,753)$(246,342)
Issuance of common stock upon exercise of stock options— — 1,066,578 — 5,933 — — 5,933 
Conversion of redeemable convertible preferred stock to common stock upon initial public offering(26,070,213)(259,822)26,710,600 — 259,822 — — 259,822 
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and other issuance costs— — 9,589,999 — 209,924 — — 209,924 
Settlement of fractional shares to be paid in cash— — (15)— (9)— — (9)
Stock-based compensation— — — — 7,163 — — 7,163 
Net unrealized losses on investments— — — — — (30)— (30)
Net loss— — — — — — (44,993)(44,993)
Balance as of October 31, 2021 $ 43,566,467 $ $520,243 $(29)$(328,746)$191,468 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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COUCHBASE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Nine Months Ended October 31,
20222021
Cash flows from operating activities
Net loss$(51,880)$(44,993)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization2,304 2,114 
Amortization of debt issuance costs 52 
Stock-based compensation, net of amounts capitalized18,930 7,163 
Amortization of deferred commissions12,549 9,823 
Non-cash lease expense2,152  
Foreign currency transaction losses1,298 5 
Other177 103 
Changes in operating assets and liabilities
Accounts receivable13,404 13,559 
Deferred commissions(12,269)(11,628)
Prepaid expenses and other assets691 (5,884)
Accounts payable1,476 1,113 
Accrued compensation and benefits(7,076)817 
Accrued expenses and other liabilities300 (407)
Operating lease liabilities(1,930) 
Deferred revenue(11,108)(10,759)
Net cash used in operating activities(30,982)(38,922)
Cash flows from investing activities
Purchases of short-term investments(110,637)(66,279)
Maturities and sales of short-term investments81,143 19,468 
Additions to property and equipment(4,093)(814)
  Net cash used in investing activities(33,587)(47,625)
Cash flows from financing activities
Payments of debt (25,000)
Proceeds from exercise of stock options4,033 5,933 
Proceeds from issuance of common stock under ESPP4,484  
Proceeds from initial public offering, net of underwriting discounts and commissions 214,854 
Payment for fractional shares in reverse stock split (9)
Payments of deferred offering costs (4,930)
 Net cash provided by financing activities8,517 190,848 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(855)(158)
Net increase (decrease) in cash, cash equivalents and restricted cash(56,907)104,143 
Cash, cash equivalents and restricted cash
Beginning of period96,231 37,840 
End of period$39,324 $141,983 
Cash and cash equivalents$38,781 $141,440 
Restricted cash included in other assets543 543 
Total cash, cash equivalents and restricted cash$39,324 $141,983 
Supplemental disclosures of cash activities
Cash paid for income taxes$620 $929 
Cash paid for interest$76 $591 
Non-cash investing and financing activities:
Stock-based compensation capitalized as internal-use software costs$497 $ 
Net change in unrealized gains or losses on available-for-sale debt securities$(1,180)$(30)
Change in deferred offering costs included in accounts payable and other accrued expenses
$ $(1,084)
Change in purchases of property and equipment included in accounts payable and other accrued expenses
$169 $(222)
Conversion of redeemable convertible preferred stock to common stock$ $259,822 
The accompanying notes are an integral part of these condensed consolidated financial statements
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COUCHBASE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Description of Business
Couchbase, Inc. provides an enterprise-class, multi-cloud NoSQL database architected on top of an open source foundation. Couchbase was incorporated in the State of Delaware in 2008 and is headquartered in Santa Clara, California. In these notes to the unaudited condensed consolidated financial statements, the “Company,” “Couchbase,” “we,” “us” and “our” refers to Couchbase, Inc. and its subsidiaries on a consolidated basis.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted, and accordingly the balance sheet as of January 31, 2022, and related disclosures, have been derived from the audited consolidated financial statements at that date but do not include all the information required by GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of only normal recurring adjustments) that are necessary for the fair statement of the Company’s condensed consolidated financial information. The results of operations for the three and nine months ended October 31, 2022, are not necessarily indicative of the results to be expected for the year ending January 31, 2023, or for any other interim period or for any other future year.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes contained in the Companys Annual Report on Form 10-K for the year ended January 31, 2022, as filed with the SEC on March 31, 2022.
Initial Public Offering
In July 2021, the Company completed its initial public offering (“IPO”), for the sale and issuance of 9,589,999 shares of its common stock at $24.00 per share, which included 1,250,869 shares issued pursuant to the exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of $214.9 million, after deducting underwriters’ discounts and commissions and before consideration of other issuance costs. In connection with the IPO, all 26,710,600 shares of outstanding redeemable convertible preferred stock automatically converted into an equivalent number of shares of common stock, inclusive of 640,387 shares of additional stock issued related to preferred stock conversion and dividend features.
Reverse Stock Split
On June 30, 2021, the Company effected a 2.5-for-1 reverse stock split of its outstanding common stock, common stock warrants, preferred stock, and stock option awards. All issued and outstanding shares of common stock, common stock warrants, preferred stock, stock option awards and per share data have been adjusted in these condensed consolidated financial statements, on a retrospective basis, to reflect the reverse stock split for all periods presented. The par value of the common stock and preferred stock was not adjusted because of the reverse stock split.
Fiscal Year
The Company’s fiscal year ends on January 31. Unless otherwise stated, references to year in these condensed consolidated financial statements relate to fiscal year rather than calendar year.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of Couchbase, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
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Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts stated in the financial statements and accompanying notes. Such estimates include standalone selling prices for each distinct performance obligation, capitalized internal-use software costs, expected period of benefit for deferred commissions, valuation of the Company’s common stock prior to the IPO in July 2021, valuation of stock-based awards, the determination of allowance for doubtful accounts, the incremental borrowing rate used to measure operating liabilities, and accounting for income taxes. The Company bases its estimates on historical experience and assumptions that management considers reasonable.
The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates. Estimates and assumptions about future events and their effects, including the impact of macroeconomic conditions such as the COVID-19 pandemic and inflation, cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the condensed consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company’s future financial statements could be affected.
Significant Accounting Policies
Except for the accounting policy for leases, which was updated as a result of adopting a new accounting standard, there have been no material changes to the significant accounting policies that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022.
See “Recently Adopted Accounting Pronouncements” below for additional information on the impact of the adoption of the new accounting standard for leases on the Company’s consolidated financial statements.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. The Company adopted this guidance on February 1, 2022 prospectively for implementation costs incurred after the date of adoption, and the adoption did not have a material impact on its consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by amending and clarifying existing guidance in ASC 740, as well as removing certain exceptions within ASC 740. The Company adopted this guidance on February 1, 2022, and the adoption did not have a material impact on its consolidated financial statements.
Leases
In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 and several amendments, codified as ASC 842, Leases which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. The Company adopted the guidance on February 1, 2022 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of fiscal 2023.
The Company elected the package of transitional practical expedients upon which, among other provisions, allowed the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs, for any existing leases on the adoption date. The Company elected not to record leases that, at the commencement date, have a lease term of 12 months or less. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of ROU assets. The Company also did not elect to combine its lease and non-lease components. Non-lease components that are not fixed are expensed as incurred as variable lease payments.
Lease ROU assets and liabilities, with the exception of short-term leases, are recognized at the commencement date based on the present value of lease payments over the lease term. The Company estimates the discount rate based on the information available at the lease commencement date unless the implicit rate is readily determinable. For leases that
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commenced prior to the adoption of Topic 842, the Company used the discount rate on February 1, 2022. The lease ROU assets also include any lease payments made and exclude lease incentives such as tenant improvement allowances. Options to extend the lease term are included in the lease term when it is reasonably certain the extension option will be exercised.
Upon adoption of ASC 842, the Company recognized operating lease ROU assets and operating lease liabilities of $6.7 million and $7.5 million, respectively, as of February 1, 2022 and did not include any retrospective adjustments to comparative periods to reflect the adoption of ASC 842. The difference of $0.8 million between operating lease ROU assets and operating lease liabilities at the adoption date related to deferred rent.
See Note 8, “Leases” to the Notes to Condensed Consolidated Financial Statements for more information.
Accounting Pronouncements Not Yet Adopted
Under the Jumpstart Our Business Startups Act (the “JOBS Act), the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently. For trade receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company plans to adopt this standard on February 1, 2023 and is currently evaluating the impact of the adoption on its condensed consolidated financial statements.
3. Cash Equivalents and Short-Term Investments
The following tables summarize the Company’s cash equivalents and short-term investments (in thousands):
As of October 31, 2022
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Cash Equivalents
Money market funds$30,231 $— $— $30,231 
Total cash equivalents30,231 — — 30,231 
Short-Term Investments
U.S. government treasury securities90,509  (1,173)89,336 
Commercial paper28,265   28,265 
Corporate debt securities15,698  (143)15,555 
Asset-backed securities5,372  (59)5,313 
Total short-term investments139,844  (1,375)138,469 
Total$170,075 $ $(1,375)$168,700 
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As of January 31, 2022
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Cash Equivalents
Money market funds$86,505 $— $— $86,505 
Total cash equivalents86,505 — — 86,505 
Short-Term Investments
U.S. government treasury securities39,340  (129)39,211 
Commercial paper40,966  (1)40,965 
Corporate debt securities30,156  (66)30,090 
Total short-term investments110,462  (196)110,266 
Total$196,967 $ $(196)$196,771 
During the three and nine months ended October 31, 2022 and 2021, the Company did not reclassify any amounts to earnings from accumulated other comprehensive income (loss) related to unrealized gains or losses in other income (expense), net in the condensed consolidated statements of operations.
As of October 31, 2022, the Company’s short-term investments consisted of $132.7 million and $5.7 million with a contractual maturity date of less than one year and greater than one year, respectively. As of January 31, 2022, the Company’s short-term investments consisted of $108.3 million and $2.0 million with a contractual maturity of less than one year and greater than one year, respectively.
As of October 31, 2022, the Company had 33 short-term investments in an unrealized loss position. These short-term investments had an estimated fair value of $110.2 million and were not in a continuous unrealized loss position for more than twelve months. As of January 31, 2022, the Company had 25 short-term investments in an unrealized loss position. These short-term investments had an estimated fair value of $71.8 million and were not in a continuous unrealized loss position for more than twelve months. During the three and nine months ended October 31, 2022, the Company had no other-than-temporary impairments of short-term investments.
4. Fair Value Measurements
The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts reflected on the condensed consolidated balance sheets for cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short maturities of those instruments.
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The following tables present the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in thousands):
As of October 31, 2022
Level 1Level 2Total
Cash Equivalents
Money market funds$30,231 $ $30,231 
Total cash equivalents30,231  30,231 
Short-Term Investments
U.S. government treasury securities 89,336 89,336 
Commercial paper 28,265 28,265 
Corporate debt securities 15,555 15,555 
Asset-backed securities 5,313 5,313 
Total short-term investments 138,469 138,469 
Total$30,231 $138,469 $168,700 
As of January 31, 2022
Level 1Level 2Total
Cash Equivalents
Money market funds$86,505 $ $86,505 
Total cash equivalents86,505  86,505 
Short-Term Investments
U.S. government treasury securities 39,211 39,211 
Commercial paper 40,965 40,965 
Corporate debt securities 30,090 30,090 
Total short-term investments 110,266 110,266 
Total$86,505 $110,266 $196,771 
The Company classifies its money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its asset-backed securities, commercial paper, U.S. government securities, and corporate debt securities within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.
5. Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
As of October 31,
As of January 31,
20222022
Prepaid expenses$4,682 $4,518 
Prepaid software1,571 2,297 
Other current assets1,520 1,744 
Total prepaid expenses and other current assets$7,773 $8,559 
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Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
As of October 31,As of January 31,
20222022
Computer equipment$3,595 $3,711 
Furniture and fixtures336 412 
Capitalized internal-use software7,064 5,772 
Leasehold improvements1,889 1,582 
Construction in progress5  
Construction in progress—capitalized internal-use software2,650  
Total gross property and equipment15,539 11,477 
Accumulated depreciation and amortization(8,808)(7,189)
Total property and equipment, net$6,731 $4,288 
Depreciation and amortization expense was $0.8 million and $0.7 million for three months ended October 31, 2022 and 2021, respectively, and $2.3 million and $2.1 million for the nine months ended October 31, 2022 and 2021, respectively. Included in these amounts were the amortization of capitalized internal-use software development costs of $0.6 million and $0.5 million in the three months ended October 31, 2022 and 2021, respectively, and $1.6 million and $1.4 million for the nine months ended October 31, 2022 and 2021, respectively.
Accrued Compensation and Benefits
Accrued compensation and benefits consisted of the following (in thousands):
As of October 31,
As of January 31,
20222022
Accrued bonus$3,778 $5,557 
Accrued commissions2,354 4,226 
Accrued payroll and benefits2,470 2,863 
Employee contributions under the ESPP443 3,497 
Total accrued compensation and benefits$9,045 $16,143 
Other Accrued Expenses
Other accrued expenses consisted of the following (in thousands):
As of October 31,
As of January 31,
20222022
Accrued professional fees$770 $717 
Sales and value added tax payable313 671 
Income taxes payable519 414 
Other1,712 1,429 
Total other accrued expenses$3,314 $3,231 
6. Deferred Revenue and Remaining Performance Obligations
The following table presents the deferred revenue balances (in thousands):
As of October 31,
As of January 31,
20222022
Deferred revenue, current$58,039 $69,010 
Deferred revenue, noncurrent