base-20230601
0001845022FALSE00018450222023-06-012023-06-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2023
Couchbase, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4060126-3576987
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3250 Olcott Street Santa Clara, California 95054
(Address of principal executive offices, including zip code)
(650) 417-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, $0.00001 par value per shareBASENasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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. o



Item 2.02 Results of Operations and Financial Condition.
On June 6, 2023, Couchbase, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended April 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 1, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 41,938,754 shares of the Company’s common stock, or approximately 91% of the shares outstanding and entitled to vote at the Annual Meeting. The voting results for each of the proposals considered at the Annual Meeting are provided below.
1. Election of Directors
The stockholders elected each of the following nominees as Class II directors to serve on the Company’s board of directors until the Company’s 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified.
NomineeVotes ForVotes WithheldBroker Non-Votes
Carol W. Carpenter27,776,9935,353,9338,807,828
Kevin J. Efrusy33,002,535128,3918,807,828
Jeff Epstein32,614,390516,5368,807,828
2. Ratification of the Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
41,680,749255,7462,259
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COUCHBASE, INC.
/s/ GREG HENRY
By:Greg Henry
Title:Chief Financial Officer (Principal Financial Officer)
Date: June 6, 2023

Document

https://cdn.kscope.io/d5baba8815aa5923ab9cb2c5a1750b20-gmadvfvcaipx000001.jpg
Exhibit 99.1
Couchbase Announces First Quarter Fiscal 2024 Financial Results
Santa Clara, Calif., - June 6, 2023Couchbase, Inc. (NASDAQ: BASE), the cloud database platform company, today announced financial results for its first quarter ended April 30, 2023.
“We delivered a solid start to the fiscal year and are pleased that our results exceeded our guidance on all metrics,” said Matt Cain, Chair, President and CEO of Couchbase. “I am proud of the progress our team is making on our commitment to drive continued growth, increase Capella adoption, improve sales and marketing efficiency, and accelerate the pace of leverage in our model as we innovate for an exciting future.”
First Quarter Fiscal 2024 Financial Highlights
Revenue: Total revenue for the quarter was $41.0 million, an increase of 18% year-over-year. Subscription revenue for the quarter was $38.5 million, an increase of 21% year-over-year.
Annual recurring revenue (ARR): Total ARR as of April 30, 2023 was $172.2 million, an increase of 23% year-over-year as reported and on a constant currency basis. See the section titled “Key Business Metrics” below for details.
Gross margin: Gross margin for the quarter was 85.6%, compared to 86.7% for the first quarter of fiscal 2023. Non-GAAP gross margin for the quarter was 86.4%, compared to 87.3% for the first quarter of fiscal 2023. See the section titled “Use of Non-GAAP Financial Measures” and the tables titled “Reconciliation of GAAP to Non-GAAP Results” below for details.
Loss from operations: Loss from operations for the quarter was $22.5 million, compared to $19.0 million for the first quarter of fiscal 2023. Non-GAAP operating loss for the quarter was $12.9 million, compared to $13.4 million for the first quarter of fiscal 2023.
Cash flow: Cash flow used in operating activities for the quarter was $7.2 million, compared to $8.6 million in the first quarter of fiscal 2023. Capital expenditures were $1.3 million during the quarter, leading to negative free cash flow of $8.5 million, compared to negative free cash flow of $9.4 million in the first quarter of fiscal 2023.
Remaining performance obligations (RPO): RPO as of April 30, 2023 was $165.6 million, a change of (2)% year-over-year.
Recent Business Highlights
Introduced an integration with Netlify and a new Visual Studio Code extension for Couchbase Capella. These ecosystem enhancements make it easier for developers and development teams to build modern applications on Capella, streamline their workflows and increase productivity.



Announced the broadening of Capella’s enterprise features and capabilities so customers can more easily migrate their applications. This includes support for time series data, extending deployability and enhanced management. The new features collectively position Capella as a single, comprehensive cloud database platform that offers broad multimodel support and in-memory performance, which is a powerful combination that lowers TCO for customers.
Introduced the Couchbase Independent Software Vendor (ISV) Starter Factory. This program supports ISVs with additional tools and resources required to build and monetize their applications with Capella on Amazon Web Services (AWS).
Announced the availability of Capella in the Microsoft Azure Marketplace, an online store providing applications and services for use on Azure. Couchbase customers can now take advantage of the productive and trusted Azure cloud platform with streamlined deployment and management.
Financial Outlook

For the second quarter and full year of fiscal 2024, Couchbase expects:
Q2 FY2024 OutlookFY2024 Outlook
Total Revenue$41.2-41.8 million$171.7-174.7 million
Total ARR$176.0-179.0 million$191.5-195.5 million
Non-GAAP Operating Loss$10.9-10.1 million$43.0-39.0 million
The guidance provided above is based on several assumptions that are subject to change and many of which are outside our control. If actual results vary from these assumptions, our expectations may change. There can be no assurance that we will achieve these results.
Couchbase is not able, at this time, to provide GAAP targets for operating loss for the second quarter or full year of fiscal 2024 because of the difficulty of estimating certain items excluded from non-GAAP operating loss that cannot be reasonably predicted, such as charges related to stock-based compensation expense. The effect of these excluded items may be significant.
Conference Call Information

Couchbase will host a live webcast at 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time) on Tuesday, June 6, 2023, to discuss its financial results and business highlights. The conference call can be accessed by dialing 877-407-8029 from the United States, or +1 201-689-8029 from international locations. The live webcast and a webcast replay can be accessed from the investor relations page of Couchbase’s website at investors.couchbase.com.
About Couchbase
Modern customer experiences need a flexible database platform that can power applications spanning from cloud to edge and everything in between. Couchbase’s mission is to simplify how developers and architects develop, deploy and consume modern applications wherever they are. We have reimagined the database with our fast, flexible and affordable cloud database platform Capella, allowing organizations to quickly build applications that deliver premium experiences to their customers – all with best-in-class price performance. More than 30% of the Fortune 100 trust Couchbase to power their modern applications. For more information, visit www.couchbase.com and follow us on Twitter @couchbase.



Couchbase has used, and intends to continue using, its investor relations website and the corporate blog at blog.couchbase.com to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, you should monitor our investor relations website and the corporate blog in addition to following our press releases, SEC filings and public conference calls and webcasts.
Use of Non-GAAP Financial Measures
In addition to our financial information presented in accordance with GAAP, we believe certain non-GAAP financial measures are useful to investors in evaluating our operating performance. We use certain non-GAAP financial measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, may be helpful to investors because they provide consistency and comparability with past financial performance and meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. Non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP financial measures used by other companies. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures (provided in the financial statement tables included in this press release), and not to rely on any single financial measure to evaluate our business.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss attributable to common stockholders and non-GAAP net loss per share attributable to common stockholders: We define these non-GAAP financial measures as their respective GAAP measures, excluding expenses related to stock-based compensation expense, employer payroll taxes on employee stock transactions and restructuring charges. We use these non-GAAP financial measures 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.
Free cash flow: We define free cash flow as cash used in operating activities less additions to 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.
Please see the reconciliation tables at the end of this press release for the reconciliation of GAAP and non-GAAP results.




Key Business Metrics
We review a number of operating and financial metrics, including ARR, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.
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 also includes revenue from consumption-based cloud credits of Couchbase Capella products. ARR for Couchbase Capella products in a customer’s initial year is calculated as described above; after a customer’s initial year it is calculated by annualizing the prior 90 days of actual consumption, assuming no increases or reductions in usage. ARR excludes revenue derived from the use of cloud products only based on on-demand arrangements and services revenue. ARR should be viewed independently of revenue, and does not represent our revenue under GAAP on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal dates. ARR is not intended to be a replacement for forecasts of revenue. 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. We updated our definition of ARR beginning in the third quarter of fiscal 2023 to clarify that the 90-day actual consumption methodology is only used after a customer’s initial year. The reason for this change is to better reflect the ARR for Couchbase Capella products following the launch of Couchbase Capella in fiscal 2022. ARR for prior periods have not been adjusted to reflect these changes as they are not material to any period previously presented.
We also attempt to represent the changes in the underlying business operations by eliminating fluctuations caused by changes in foreign currency exchange rates within the current period. We calculate constant currency growth rates by applying the applicable prior period exchange rates to current period results.





Forward-Looking Statements
This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, quotations of management, the section titled “Financial Outlook” above and statements about Couchbase’s market position, strategies and potential market opportunities. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “continue,” “could,” “potential,” “remain,” “may,” “might,” “will,” “would” or similar expressions and the negatives of those terms. However, not all forward-looking statements contain these identifying words. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to: our history of net losses and ability to achieve or maintain profitability in the future; our ability to continue to grow on pace with historical rates; our ability to manage our growth effectively; intense competition and our ability to compete effectively; cost-effectively acquiring new customers or obtaining renewals, upgrades or expansions from our existing customers; the market for our products and services being relatively new and evolving, and our future success depending on the growth and expansion of this market; our ability to innovate in response to changing customer needs, new technologies or other market requirements; our limited operating history, which makes it difficult to predict our future results of operations; the significant fluctuation of our future results of operations and ability to meet the expectations of analysts or investors; our significant reliance on revenue from subscriptions, which may decline and, the recognition of a significant portion of revenue from subscriptions over the term of the relevant subscription period, which means downturns or upturns in sales are not immediately reflected in full in our results of operations; and the impact of geopolitical and macroeconomic factors. Further information on risks that could cause actual results to differ materially from forecasted results are included in our filings with the Securities and Exchange Commission that we may file from time to time, including those more fully described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. Additional information will be made available in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2023 that will be filed with the Securities and Exchange Commission, which should be read in conjunction with this press release and the financial results included herein. Any forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Investor Contact:
Edward Parker
ICR for Couchbase
IR@couchbase.com
Media Contact:
Michelle Lazzar
Couchbase Communications
CouchbasePR@couchbase.com



Couchbase, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
Three Months Ended April 30,
20232022
Revenue:
License$4,943 $5,007 
Support and other33,599 26,974 
Total subscription revenue38,542 31,981 
Services2,454 2,872 
Total revenue40,996 34,853 
Cost of revenue:
Subscription(1)
3,673 2,396 
Services(1)
2,249 2,255 
Total cost of revenue5,922 4,651 
Gross profit35,074 30,202 
Operating expenses:
Research and development(1)
15,383 14,421 
Sales and marketing(1)
32,553 26,843 
General and administrative(1)
9,625 7,926 
Restructuring(1)
46 — 
Total operating expenses57,607 49,190 
Loss from operations(22,533)(18,988)
Interest expense(25)(25)
Other income (expense), net1,433 (556)
Loss before income taxes(21,125)(19,569)
Provision for income taxes750 265 
Net loss$(21,875)$(19,834)
Net loss per share, basic and diluted$(0.48)$(0.45)
Weighted-average shares used in computing net loss per share, basic and diluted45,843 44,265 
_______________________________
(1)Includes stock-based compensation expense as follows:
Three Months Ended April 30,
20232022
Cost of revenue—subscription$193 $122 
Cost of revenue—services145 94 
Research and development2,768 1,899 
Sales and marketing3,241 1,987 
General and administrative2,928 1,348 
Restructuring— 
Total stock-based compensation expense$9,276 $5,450 



Couchbase, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
As of April 30, 2023As of January 31, 2023
Assets
Current assets
Cash and cash equivalents$46,240 $40,446 
Short-term investments117,403127,856
Accounts receivable, net42,21239,847
Deferred commissions12,81413,096
Prepaid expenses and other current assets6,8398,234
Total current assets225,508229,479
Property and equipment, net8,0327,430
Operating lease right-of-use assets6,2336,940
Deferred commissions, noncurrent8,0897,524
Other assets1,6081,666
Total assets$249,470 $253,039 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$6,865 $1,407 
Accrued compensation and benefits8,49512,641
Other accrued expenses4,8136,076
Operating lease liabilities3,0603,117
Deferred revenue78,54071,716
Total current liabilities101,77394,957
Operating lease liabilities, noncurrent3,8734,543
Deferred revenue, noncurrent2,8743,275
Total liabilities108,520102,775
Stockholders’ equity
Preferred stock
Common stock
Additional paid-in capital573,791561,547
Accumulated other comprehensive loss(490)(807)
Accumulated deficit(432,351)(410,476)
Total stockholders’ equity140,950150,264
Total liabilities and stockholders’ equity$249,470 $253,039 




Couchbase, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended April 30,
20232022
Cash flows from operating activities
Net loss$(21,875)$(19,834)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization890 739 
Stock-based compensation, net of amounts capitalized9,276 5,450 
Amortization of deferred commissions4,540 4,009 
Non-cash lease expense772 648 
Foreign currency transaction (gains) losses(84)974 
Other(746)198 
Changes in operating assets and liabilities
Accounts receivable(2,274)11,781 
Deferred commissions(4,824)(3,798)
Prepaid expenses and other assets1,405 312 
Accounts payable5,458 731 
Accrued compensation and benefits(4,060)(8,112)
Accrued expenses and other liabilities(1,256)(71)
Operating lease liabilities(826)(666)
Deferred revenue6,423 (968)
Net cash used in operating activities(7,181)(8,607)
Cash flows from investing activities
Purchases of short-term investments(7,821)(53,630)
Maturities of short-term investments19,423 9,600 
Additions to property and equipment(1,288)(799)
Net cash provided by (used in) investing activities10,314 (44,829)
Cash flows from financing activities
Proceeds from exercise of stock options1,917 2,614 
Proceeds from issuance of common stock under ESPP847 3,525 
Net cash provided by financing activities2,764 6,139 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(103)(719)
Net increase (decrease) in cash, cash equivalents and restricted cash5,794 (48,016)
Cash, cash equivalents, and restricted cash at beginning of period40,989 96,231 
Cash, cash equivalents, and restricted cash at end of period$46,783 $48,215 
Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the amounts shown above:
Cash and cash equivalents$46,240 $47,672 
Restricted cash included in other assets543 543 
Total cash, cash equivalents and restricted cash$46,783 $48,215 



Couchbase, Inc.
Reconciliation of GAAP to Non-GAAP Results
(in thousands, except per share data)
(unaudited)
Three Months Ended April 30,
20232022
Reconciliation of GAAP gross profit to non-GAAP gross profit:
Total revenue$40,996$34,853
Gross profit$35,074$30,202
Add: Stock-based compensation expense338216
Add: Employer taxes on employee stock transactions102
Non-GAAP gross profit$35,422$30,420
Gross margin85.6 %86.7 %
Non-GAAP gross margin86.4 %87.3 %
Three Months Ended April 30,
20232022
Reconciliation of GAAP operating expenses to non-GAAP operating expenses:
GAAP research and development$15,383 $14,421 
Less: Stock-based compensation expense(2,768)(1,899)
Less: Employer taxes on employee stock transactions
(108)(24)
Non-GAAP research and development$12,507 $12,498 
GAAP sales and marketing$32,553 $26,843 
Less: Stock-based compensation expense(3,241)(1,987)
Less: Employer taxes on employee stock transactions
(120)(36)
Non-GAAP sales and marketing$29,192 $24,820 
GAAP general and administrative$9,625 $7,926 
Less: Stock-based compensation expense(2,928)(1,348)
Less: Employer taxes on employee stock transactions
(29)(71)
Non-GAAP general and administrative$6,668 $6,507 
GAAP restructuring expense$46 $— 
Less: Restructuring(2)
(46)— 
Non-GAAP restructuring$— $— 




Three Months Ended April 30,
20232022
Reconciliation of GAAP operating loss to non-GAAP operating loss:
Total revenue$40,996$34,853
Loss from operations$(22,533)$(18,988)
Add: Stock-based compensation expense9,2755,450
Add: Employer taxes on employee stock transactions267133
Add: Restructuring(2)
46
Non-GAAP operating loss$(12,945)$(13,405)
Operating margin(55)%(54)%
Non-GAAP operating margin(32)%(38)%

Three Months Ended April 30,
20232022
Reconciliation of GAAP net loss to non-GAAP net loss:
Net loss$(21,875)$(19,834)
Add: Stock-based compensation expense9,275 5,450 
Add: Employer taxes on employee stock transactions267 133 
Add: Restructuring(2)
46 — 
Non-GAAP net loss$(12,287)$(14,251)
GAAP net loss per share$(0.48)$(0.45)
Non-GAAP net loss per share$(0.27)$(0.32)
Weighted average shares outstanding, basic and diluted45,843 44,265 
_______________________________
(2)For the three months ended April 30, 2023, stock-based compensation expense related to restructuring charges were included in the restructuring expense line.
The following table presents a reconciliation of free cash flow to net cash used in operating activities, the most directly comparable GAAP measure, for each of the periods indicated (in thousands, unaudited):
Three Months Ended April 30,
20232022
Net cash used in operating activities$(7,181)$(8,607)
Less: Additions to property and equipment(1,288)(799)
Free cash flow$(8,469)$(9,406)
Net cash provided by (used in) investing activities$10,314 $(44,829)
Net cash provided by financing activities$2,764 $6,139 



Couchbase, Inc.
Key Business Metrics
(in millions)
(unaudited)
As of
Jan. 31,April 30,July 31,Oct. 31,Jan. 31,April 30,
202220222022202220232023
Annual Recurring Revenue$132.9 $139.7 $145.2 $151.7 $163.7 $172.2