gtlb-20220606
0001653482FALSE00016534822022-06-062022-06-06

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 6, 2022
______________________________
GITLAB INC.
(Exact name of Registrant as Specified in Its Charter)
____________________________________ 
Delaware001-4089547-1861035
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
Address Not Applicable1
 
Zip Code Not Applicable1
(Address of Principal Executive Offices) (Zip Code)
 Registrant’s Telephone Number, Including Area Code: Not Applicable
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:
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-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
Class A Common Stock, par value $0.0000025 per share GTLB 
The Nasdaq Stock Market LLC
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
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.
__________________________
1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, or to the email address: reach.gitlab@gitlab.com.



Item 2.02 Results of Operations and Financial Condition.
On June 6, 2022, GitLab Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended April 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is furnished herewith as Exhibit 99.1. The Company also announced that it would hold a webcast to discuss its financial results for the fiscal first quarter ended April 30, 2022.
The Company makes reference to non-GAAP financial information in the Company’s press release and the webcast call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
The information contained herein, including the accompanying Exhibit 99.1 hereto, 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 into 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 7.01 Regulation FD Disclosure.
On June 6, 2022, the Company posted supplemental investor materials on the Investors Relations section of its website, available at gitlab.gcs-web.com. The Company announces material information to the public through filings with the Securities and Exchange Commission, the investor relations page on the Company’s website, press releases, public conference calls, webcasts, the Company’s Twitter account (@gitlab), the Company’s Facebook page, the Company’s LinkedIn page, the Company’s news site, available at https://about.gitlab.com/press/ and blog posts on the Company’s corporate blog at https://about.gitlab.com/blog/ in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels.
Any updates to the list of disclosure channels through which the Company announces information will be posted on the investor relations page on the Company’s website.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (formatted as Inline XBRL).





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GitLab Inc.
Dated: June 6, 2022
By: /s/ Brian Robins
  
Brian Robins
Chief Financial Officer

Document
https://cdn.kscope.io/0aa3dcd86e46e767ba649ae623a5082e-gitlab-logoxgrayxrgba.jpg
Exhibit 99.1
GitLab Reports First Quarter Fiscal Year 2023 Financial Results

Quarterly revenue of $87.4 million, up 75% year-over-year
Strong Dollar-Based Net Retention Rate above 130%

Fiscal First Quarter Highlights:
Total revenue of $87.4 million
GAAP operating margin of (49)%; Non-GAAP operating margin of (28)%
GAAP net loss per share of $(0.18); Non-GAAP net loss per share of $(0.18)

San Francisco (June 6, 2022) - All-Remote - GitLab Inc. (NASDAQ: GTLB), The One DevOps Platform, today reported financial results for its first quarter fiscal year 2023, ended April 30, 2022.

“We have seen a substantial shift in how enterprises are developing, operating, and securing software by moving to a platform strategy. As a result, our One DevOps Platform is gaining momentum and broader adoption,” said Sid Sijbrandij, GitLab CEO and Co-Founder. “While accelerating revenue growth, we were also able to show significant operating leverage. Underpinning this acceleration in growth was a higher velocity of new customer wins, as well as seat expansion and tier upgrades of existing customers. As we look forward, we are seeing continued strong momentum for customers adopting our One DevOps platform.”

“I am very pleased we delivered a robust first quarter exceeding our guidance,” said Brian Robins, GitLab CFO. “Metrics in the first quarter were strong: 75% year-over-year revenue growth, dollar-based net retention above 130%, 92% year-over-year RPO growth, 90% non-GAAP gross margins, non-GAAP operating margin improvement of 1,700 basis points year-over-year and we saw great growth in all the customer segments despite the macro-environment. We remain committed to responsible growth.”

First Quarter Fiscal Year 2023 Financial Highlights (in millions, except per share data and percentages):

Q1 FY 2023Q1 FY 2022Y/Y Change
Revenue$87.4 $49.9 75 %
GAAP Gross margin89 %87 %
Non-GAAP Gross margin90 %87 %
GAAP Operating loss$(42.9)$(26.0)$(16.9)
Non-GAAP Operating loss$(24.8)$(22.5)$(2.3)
GAAP Net loss attributable to GitLab$(26.1)$(27.9)$1.8 
Non-GAAP Net loss attributable to GitLab$(26.5)$(23.4)$(3.1)
GAAP Net loss per share attributable to GitLab$(0.18)$(0.53)$0.35 
Non-GAAP Net loss per share attributable to GitLab$(0.18)$(0.44)$0.26 
A reconciliation between GAAP and non-GAAP financial measures is contained in this release under the section titled “Non-GAAP Financial Measures.”




First Quarter Fiscal Year 2023 Business Highlights:

Customers with more than $5,000 of ARR increased to 5,168, up 64% from Q1 of fiscal year 2022.
Customers with more than $100,000 of ARR increased to 545, up 68% from Q1 of fiscal year 2022.
Dollar-Based Net Retention Rate above 130% in Q1 of fiscal year 2023.
Released GitLab versions 14.8, 14.9, and 14.10, marking 127 consecutive months of innovation as of April 30, 2022.
Awarded software licensing program reseller agreements with the State of California.

Second Quarter and Fiscal Year 2023 Financial Outlook

For the second quarter of fiscal year 2023, GitLab Inc. expects (in millions, except share and per share data):
Q2 FY 2023 GuidanceFY 2023 Guidance
Revenue$93.5 - $94.5$398.0 - $402.0
Non-GAAP operating loss$(34.0) - $(33.0)$(130.5) - $(127.5)
Non-GAAP net loss per share assuming approximately 147 million and 148 million weighted average shares outstanding as of Q2 FY2023 and FY23, respectively $(0.24) - $(0.23)$(0.93) - $(0.89)

These statements are forward-looking and actual results may differ materially as a result of many factors. Refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

Guidance for non-GAAP financial measures excludes stock-based compensation expense, amortization of acquired intangible assets, foreign exchange (gain) loss, and equity investment (gain) loss. We have not provided the most directly comparable GAAP financial guidance measures because certain items are out of our control or cannot be reasonably predicted. Accordingly, a reconciliation of non-GAAP guidance for operating loss and net loss per share to the corresponding GAAP measures is not available.

Conference Call Information

GitLab will host a conference call today, June 6, 2022, at 1:30 p.m. (PT) / 4:30 p.m. (ET) to discuss its first quarter and full year fiscal 2023 financial results. Investors and analysts should register for the call in advance by visiting https://gitlab.zoom.us/webinar/register/WN_eGH44yj-QJWobw2wDZ764Q. A replay of the call will be available on GitLab’s investor relations website (ir.gitlab.com).

About GitLab

GitLab is The One DevOps Platform that empowers organizations to maximize the overall return on software development by delivering software faster and efficiently, while strengthening security and compliance. GitLab’s single application is easier to use, leads to faster cycle time and allows visibility throughout and control over all stages of the DevOps lifecycle. With GitLab, every team in your organization can collaboratively plan, build, secure, and deploy software to drive business outcomes faster with complete transparency, consistency and traceability.



Non-GAAP Financial Measures

GitLab believes non-GAAP measures are useful in evaluating its operating performance. GitLab uses this supplemental information to evaluate its ongoing operations and for internal planning and forecasting purposes. GitLab believes that non-GAAP financial information, when taken collectively with its GAAP financial information, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. We define non-GAAP financial measures as GAAP measures, excluding stock-based compensation expense, amortization of acquired intangible assets, foreign exchange (gain) loss, (gain) loss from a deconsolidation of a subsidiary, and equity investment (gain) loss. A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future. 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 and not rely on any single financial measure to evaluate our business.

Forward-Looking Statements

This press release and the accompanying earnings call contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Although we believe that the expectations reflected in the forward-looking statements contained in this release and the accompanying earnings call are reasonable, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions, and other factors include, but are not limited to the following:

• our ability to appropriately manage future growth;
• our revenue growth rate in the future;
• our ability to achieve and sustain profitability, our business, financial condition, and operating results;
• our intense competition and loss of market share to our competitors;
• the market for our services may not grow;
• a decline in our customer renewals and expansions;
• our transparency;
• our publicly available company Handbook;
• security and privacy breaches;
• customers staying on our open-source or free SaaS product offering;
• fluctuations in our operating results;
• our limited operating history;
• our ability to manage our growth effectively;
• our ability to respond to rapid technological changes;
• our ability to accurately predict the long-term rate of customer subscription renewals or adoption, or the impact of these renewals and adoption;
• our hiring model;
• the effects of the developing armed conflict in Ukraine on our business; and
• general economic conditions (including changes in inflation rates) and slow or negative growth of our markets.




Further information on these and additional risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated by the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in the filings and reports we make with the Securities and Exchange Commission. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.

Operating Metrics

Annual Recurring Revenue (“ARR”): We define annual recurring revenue as the annual run-rate revenue of subscription agreements, including our self-managed and SaaS offerings but excluding professional services, from all customers as measured on the last day of a given month. We calculate ARR by taking the monthly recurring revenue (“MRR”) and multiplying it by 12. MRR for each month is calculated by aggregating, for all customers during that month, monthly revenue from committed contractual amounts of subscriptions, including our self-managed license, self-managed subscription, and SaaS subscription offerings but excluding professional services.

Dollar-Based Net Retention Rate: We calculate Dollar-Based Net Retention Rate as of a period end by starting with our customers as of the 12 months prior to such period end (“Prior Period ARR”). We then calculate the ARR from these customers as of the current period end (“Current Period ARR”). The calculation of Current Period ARR includes any upsells, price adjustments, user growth within a customer, contraction, and attrition. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the Dollar-Based Net Retention Rate.





GitLab Inc.
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
April 30, 2022(1)
January 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$887,489 $884,672 
Short-term investments47,292 50,031 
Accounts receivable, net of allowance for doubtful accounts of $491 and $1,098 as of April 30, 2022 and January 31, 2022, respectively68,009 77,233 
Deferred contract acquisition costs, current23,904 24,363 
Prepaid expenses and other current assets17,537 15,544 
Total current assets1,044,231 1,051,843 
Property and equipment, net4,347 3,271 
Equity method investment15,615 — 
Goodwill8,145 8,145 
Intangible assets, net5,684 6,285 
Deferred contract acquisition costs, non-current13,872 14,743 
Other long-term assets7,059 7,151 
TOTAL ASSETS$1,098,953 $1,091,438 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$5,691 $4,984 
Accrued expenses and other current liabilities29,165 24,571 
Accrued compensation and benefits11,682 32,820 
Deferred revenue, current188,062 179,224 
Total current liabilities234,600 241,599 
Deferred revenue, non-current27,938 32,568 
Other non-current liabilities18,213 18,002 
TOTAL LIABILITIES280,751 292,169 
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0000025 par value; 50,000 shares authorized as of April 30, 2022 and January 31, 2022, respectively; no shares issued and outstanding as of April 30, 2022 and January 31, 2022, respectively— — 
Class A Common stock, $0.0000025 par value; 1,500,000 shares authorized as of April 30, 2022 and January 31, 2022, respectively; 74,049 and 27,141 shares issued and outstanding as of April 30, 2022 and January 31, 2022, respectively— — 
Class B Common stock, $0.0000025 par value; 250,000 shares authorized as of April 30, 2022 and January 31, 2022, respectively; 73,583 and 119,747 shares issued and outstanding as of April 30, 2022 and January 31, 2022, respectively— — 
Additional paid-in capital1,355,224 1,320,479 
Accumulated deficit(579,436)(553,337)
Accumulated other comprehensive income6,306 7,724 
Total GitLab stockholders’ equity782,094 774,866 
Noncontrolling interests36,108 24,403 
TOTAL STOCKHOLDERS’ EQUITY818,202 799,269 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$1,098,953 $1,091,438 
__________
(1) As of April 30, 2022 and January 31, 2022, the condensed consolidated balance sheet includes assets of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $45.3 million and $17.7 million, respectively, and liabilities of $6.8 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company.



GitLab Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

Three Months Ended April 30,
20222021
Revenue:
Subscription—self-managed and SaaS$76,923 $44,908 
License—self-managed and other10,484 5,022 
Total revenue87,407 49,930 
Cost of revenue:
Subscription—self-managed and SaaS7,933 4,949 
License—self-managed and other1,915 1,476 
Total cost of revenue9,848 6,425 
Gross profit77,559 43,505 
Operating expenses:
Sales and marketing66,710 38,854 
Research and development31,830 21,340 
General and administrative21,892 9,339 
Total operating expenses120,432 69,533 
Loss from operations(42,873)(26,028)
Interest income52654 
Other income (expense), net18,448 (1,052)
Loss before income taxes and loss from equity method investment(23,899)(27,026)
Loss from equity method investment, net of tax203 — 
Provision for income taxes2,511 1,256 
Net loss$(26,613)$(28,282)
Net loss attributable to noncontrolling interest(514)(345)
Net loss attributable to GitLab$(26,099)$(27,937)
Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted$(0.18)$(0.53)
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted146,643 52,744 











GitLab Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Three Months Ended April 30,
20222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss, including amounts attributable to noncontrolling interest$(26,613)$(28,282)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense17,471 3,431 
Amortization of intangible assets581 84 
Depreciation expense558 — 
Amortization of deferred contract acquisition costs10,813 6,951 
Gain from deconsolidation of Meltano Inc.(17,798)— 
Loss from equity method investment256 — 
Unrealized foreign exchange (gain) loss(231)1,021 
Other non-cash expense(268)(262)
Changes in assets and liabilities:
Accounts receivable8,674 4,052 
Prepaid expenses and other current assets(2,158)(1,276)
Costs deferred related to contract acquisition(10,249)(4,948)
Other long-term assets(61)(1,221)
Accounts payable800 (272)
Accrued expenses and other current liabilities1,569 (1,689)
Accrued compensation and benefits(20,606)(5,837)
Deferred revenue6,687 6,105 
Other long-term liabilities2,419 622 
Net cash used in operating activities(28,156)(21,521)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments(47,361)— 
Proceeds from maturities of short-term investments50,031 — 
Purchases of property and equipment(1,874)— 
Deconsolidation of Meltano Inc.(9,620)— 
Net cash used in investing activities(8,824)— 
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases5,317 4,129 
Proceeds from short-term borrowings from a potential investor in JiHu2,878 — 
Repurchase of common stock in a tender offer— (590)
Contributions received from noncontrolling interests, net of issuance costs35,528 7,491 
Net cash provided by financing activities43,723 11,030 
Impact of foreign exchange on cash and cash equivalents(3,926)(130)
Net increase (decrease) in cash and cash equivalents2,817 (10,621)
Cash, cash equivalents, and restricted cash at beginning of period887,172 282,850 
Cash, cash equivalents, and restricted cash at end of period$889,989 $272,229 
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above:
Cash and cash equivalents$887,489 $272,229 
Restricted cash, included in other long-term assets2,500 — 
Total cash, cash equivalents and restricted cash$889,989 $272,229 



GitLab Inc.
Reconciliation of GAAP to Non-GAAP
(in thousands, except per share data)
(unaudited)

Three Months Ended April 30,
20222021
 Gross profit on GAAP basis $77,559 $43,505 
 Gross margin on GAAP basis89 %87 %
Stock-based compensation expense790 152 
Amortization of acquired intangibles504 — 
 Gross profit on non-GAAP basis $78,853 $43,657 
 Gross margin on non-GAAP basis90 %87 %
 Sales and marketing on GAAP basis $66,710 $38,854 
Stock-based compensation expense(7,051)(1,439)
 Sales and marketing on non-GAAP basis $59,659 $37,415 
 Research and development on GAAP basis $31,830 $21,340 
Stock-based compensation expense(5,036)(965)
 Research and development on non-GAAP basis $26,794 $20,375 
 General and administrative on GAAP basis $21,892 $9,339 
Amortization of acquired intangibles(77)(84)
Stock-based compensation expense(4,594)(875)
 General and administrative on non-GAAP basis $17,221 $8,380 
Loss from operations on GAAP basis $(42,873)$(26,028)
Stock-based compensation expense17,471 3,431 
Amortization of acquired intangibles581 84 
Loss from operations on non-GAAP basis $(24,821)$(22,513)
Other income (expense), net on GAAP basis$18,448 $(1,052)
Gain from deconsolidation of Meltano Inc.(17,798)— 
Foreign exchange (gain) loss(860)1,051 
Other income (expense), net on non-GAAP basis$(210)$(1)
Net loss attributable to GitLab common stockholders on GAAP basis$(26,099)$(27,937)
Stock-based compensation expense17,471 3,431 
Amortization of acquired intangibles581 84 
Gain from deconsolidation of Meltano Inc.(17,798)— 
Loss from equity method investment, net of tax203 — 
Foreign exchange (gain) loss(860)1,051 
Net loss attributable to GitLab common stockholders on non-GAAP basis$(26,502)$(23,371)
Net loss per share on GAAP basis$(0.18)$(0.53)
Non-GAAP adjustments to net loss per share— 0.09 
Net loss per share on non-GAAP basis$(0.18)$(0.44)
Shares used in per share calculation - diluted on GAAP and non-GAAP basis146,643 52,744 



Media Contact:
Natasha Woods
GitLab Inc.
press@gitlab.com

Investor Contact:
Jack Andrews
GitLab Inc.
ir@gitlab.com