8-K - SNOW - Equibles

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): March 1, 2021

SNOWFLAKE INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39504	46-0636374
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(IRS Employer Identification No.)
450 Concar Drive			94402
San Mateo,	California
(Address of Principal Executive Offices)			(Zip Code)

(844) 766-9355

(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):

☐ 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, $0.0001 par value	SNOW	The New York Stock Exchange

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On March 3, 2021, Snowflake Inc. (the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and full year ended January 31, 2021. 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 Item 9.01 in this Current Report on Form 8-K, 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 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 3.03 Material Modification to Rights of Security Holders.

At 5:00 p.m. Eastern Time on March 1, 2021, all outstanding shares of the Company's Class B common stock, par value $0.0001 per share, automatically converted into the same number of shares of Class A common stock, par value $0.0001 per share, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). No additional shares of Class B common stock will be issued following such conversion.

The conversion occurred pursuant to Article IV, Section D.7(a) of the Certificate of Incorporation, which provides, among other things, that each one share of Class B common stock would convert automatically, without any further action, into one share of Class A common stock at 5:00 p.m. New York City time on the date specified (the “Conversion Date”) by the holders of a majority of the outstanding shares of Class B common stock, acting as a single class (the “Class B Majority”). The Class B Majority specified the Conversion Date as March 1, 2021. The Company’s Class A common stock continued and will continue to trade on The New York Stock Exchange under the ticker symbol “SNOW” following the conversion and did and will maintain the same CUSIP number previously assigned to the Class A common stock.

In addition, in accordance with Article IV, Section D.9 of the Certificate of Incorporation, and as required by Section 243 of the Delaware General Corporation Law (the “DGCL”), on March 3, 2021 the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the conversion (the “Certificate of Retirement”). Pursuant to Section 243 of the DGCL, the filing of the Certificate of Retirement had the effect of amending the Certificate of Incorporation such that, upon the effectiveness of the Certificate of Retirement, the Company’s total number of authorized shares of capital stock has been reduced by the number of retired shares of Class B Common Stock.

The conversion had the following effects, among others, on the holders of shares of Class B common stock:

Voting Power. Prior to the conversion, holders of shares of Class B common stock were entitled to cast ten votes per share on any matter submitted to a vote of the Company’s stockholders. As a result of the conversion, all former holders of shares of Class B common stock are now holders of shares of Class A common stock, which is entitled to only one vote per share on all matters subject to a stockholder vote. In addition, the provisions of the Certificate of Incorporation and Delaware law that entitled the holders of shares of Class A and Class B common stock, in certain circumstances, to separate class voting rights are no longer applicable as a result of the conversion.

Economic Interests. Because holders of shares of Class A common stock are entitled to the same economic interests to which former holders of shares of Class B common stock were entitled before the

conversion, including with regard to dividends, liquidation rights, and treatment in connection with a change of control or merger transaction, the conversion had no impact on the economic interests of former holders of shares of Class B common stock.

Capitalization. The conversion had no impact on the total number of the Company’s outstanding shares of capital stock, as the shares of Class B common stock converted into an equivalent number of shares of Class A common stock.

Equity Incentive Plans. Upon the effectiveness of the conversion, outstanding options and restricted stock units that were previously denominated in shares of Class B common stock and issued under the Company’s 2012 Equity Incentive Plan remained unchanged, except that they now represent the right to receive shares of Class A common stock.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 3.03, on March 3, 2021, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware to retire the shares of Class B common stock that were issued but no longer outstanding following the conversion.

The foregoing description of the Certificate of Retirement is a summary only and is qualified in its entirety by reference to the full text of (a) the Certificate of Retirement, a copy of which is attached as Exhibit 3.1 hereto, and (b) the Certificate of Incorporation, a copy of which is incorporated by reference herein as Exhibit 3.2 hereto, and both of which are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

		Incorporated by Reference
Exhibit No.	Description	Form	File No.	Exhibit	Filing Date
3.1	Certificate of Retirement.
3.2	Amended and Restated Certificate of Incorporation of Snowflake Inc.	8-K	001-395504	3.1	9/18/2020
99.1	Press release issued by Snowflake Inc. dated March 3 , 2021 .

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.

	Snowflake Inc.
Dated: March 3, 2021
	By:	/s/ Michael P. Scarpelli
		Michael P. Scarpelli
		Chief Financial Officer

Document

CERTIFICATE OF RETIREMENT

CLASS B COMMON STOCK

SNOWFLAKE INC.

Pursuant to Section 243(b)

of the General Corporation Law

of the State of Delaware

Snowflake Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

Part A of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on September 18, 2020 (the “Amended and Restated Certificate”) provides, among other things, that the total number of shares of capital stock that the Corporation shall have authority to issue is 3,055,000,000, consisting of (i) 2,500,000,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), (ii) 355,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), and (iii) 200,000,000 shares of Preferred Stock, par value $0.0001 per share.
169,538,568 shares of Class B Common Stock, constituting all of the outstanding shares of Class B Common Stock, have been converted (the “Conversion”) into shares of Class A Common Stock of the Corporation pursuant to the provisions of Part D of Article IV of the Amended and Restated Certificate.
Section 9 of Part D of Article IV of the Amended and Restated Certificate provides that, following the Conversion, the shares of Class B Common Stock shall be retired and shall not be reissued.
Pursuant to Section 243 of the General Corporation Law of the State of Delaware (the “DGCL”) and Section 9 of Part D of Article IV of the Amended and Restated Certificate, the reissuance of 169,538,568 shares of Class B Common Stock is prohibited and such shares of Class B Common Stock are hereby retired.
Pursuant to Section 243 of the DGCL, the total number of shares of Class B Common Stock authorized is reduced to 185,461,432 shares of the Class B Common Stock.

Signature page follows

IN WITNESS WHEREOF, Snowflake Inc. has caused this Certificate of Retirement to be signed by its duly authorized officer as of March 3, 2021.

SNOWFLAKE INC.
By:	/s/ Michael Scarpelli
	Michael Scarpelli
	Chief Financial Officer

Document

Snowflake Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2021

•Product revenue of $178.3 million in the fourth quarter, representing 116% year-over-year growth

•Remaining performance obligations of $1.3 billion, representing 213% year-over-year growth

•4,139 total customers

•Net revenue retention rate of 168%

•77 customers with trailing 12-month product revenue greater than $1 million

SAN MATEO, Calif. - March 3, 2021 - Snowflake (NYSE: SNOW), the Data Cloud company, today announced financial results for its fourth quarter and full year of fiscal 2021, ended January 31, 2021.

Revenue for the quarter was $190.5 million, representing 117% year-over-year growth. Product revenue for the quarter was $178.3 million, representing 116% year-over-year growth. Remaining performance obligations were $1.3 billion, representing 213% year-over-year growth. Net revenue retention rate was 168% as of January 31, 2021. The company now has 4,139 total customers and 77 customers with trailing 12-month product revenue greater than $1 million. See the section titled “Key Business Metrics” for definitions of product revenue, remaining performance obligations, net revenue retention rate, total customers, and customers with trailing 12-month product revenue greater than $1 million.

“We finished our fiscal year with strong performance and reported triple-digit product revenue growth,” said Snowflake CEO, Frank Slootman. “Remaining performance obligations showed a robust increase year-on-year, reflecting strength in sales across the board. Coupled with this rapid growth, we saw improving operating efficiency while expanding our footprint globally. These results indicate that customers across multiple industries rely on the Snowflake Data Cloud to mobilize their data and enable breakthrough data strategies.”

Fourth Quarter Fiscal 2021 GAAP and Non-GAAP Results:

The following table summarizes our financial results for the fourth quarter of fiscal 2021:

	Fourth Quarter Fiscal 2021 GAAP Results		Fourth Quarter Fiscal 2021<br><br>Non-GAAP Results(1)
	Amount (millions)
Product revenue	178.3	%
	Amount (millions)		Amount <br>(millions)	Margin
Product gross profit	114.5	%	$125.3	70	%
Operating loss	(200.4)	%)	($46.0)	(24	%)
Net cash provided by operating activities	19.6
Free cash flow			$7.3	4	%
Adjusted free cash flow			$17.3	9	%

All values are in US Dollars.

(1) We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP financial measures, and the table entitled “GAAP to Non-GAAP Reconciliations” for a reconciliation of GAAP to non-GAAP financial measures.

Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes.

Full-Year Fiscal 2021 GAAP and Non-GAAP Results:

The following table summarizes our financial results for the full-year fiscal 2021:

	Full-Year Fiscal 2021 GAAP Results		Full-Year Fiscal 2021<br><br>Non-GAAP Results(1)
	Amount (millions)
Product revenue	553.8	%
	Amount (millions)		Amount <br>(millions)	Margin
Product gross profit	360.0	%	$380.4	69	%
Operating loss	(543.9)	%)	($224.9)	(38	%)
Net cash used in operating activities	(45.4)
Free cash flow			($85.7)	(14	%)
Adjusted free cash flow			($71.6)	(12	%)

All values are in US Dollars.

Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes.

Financial Outlook:

Our guidance includes GAAP and non-GAAP financial measures.

The following table summarizes our guidance for the first quarter of fiscal 2022:

	First Quarter Fiscal 2022<br><br>GAAP Guidance
	Amount <br>(millions)	Year/Year Growth
Product revenue	$195 - $200	92 - 96%
			Margin
Operating loss			(23	%)
	Amount <br>(millions)
Weighted-average shares used to compute diluted net loss per share attributable to common stockholders - basic and diluted	289

The following table summarizes our guidance for the full-year fiscal 2022:

	Full-Year Fiscal 2022<br><br>GAAP Guidance
	Amount <br>(millions)	Year/Year Growth
Product revenue	$1,000 - $1,020	81 - 84%
			Margin
Product gross profit			71	%
Operating loss			(19	%)
Adjusted free cash flow			0	%
	Amount <br>(millions)
Weighted-average shares used to compute diluted net loss per share attributable to common stockholders - basic and diluted	295

A reconciliation of non-GAAP guidance measures to corresponding GAAP guidance measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, expenses that may be incurred in the future. Stock-based compensation expense-related charges, including employer payroll tax-related items on employee stock transactions, are impacted by the timing of employee stock transactions, the future fair market value of our common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change. We have provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables for our historical non-GAAP financial results included in this press release. Our fiscal year ends January 31, and numbers are rounded for presentation purposes.

Conference Call Details

We will host a conference call today, beginning at 2 p.m. Pacific Time on March 3, 2021. Investors and participants can register for the call in advance by visiting http://www.directeventreg.com/registration/event/3553798. After registering, a confirmation will be sent via email, including dial-in details and unique conference call access codes required for call entry.

The call will also be webcast live on the Snowflake Investor Relations website.

An audio replay of the conference call and webcast will be available two hours after its completion and will be accessible for 30 days on the Snowflake Investor Relations website.

Investor Presentation Details

An investor presentation providing additional information and analysis can be found at https://investors.snowflake.com.

Statement Regarding Use of Non‑GAAP Financial Measures

We report the following non-GAAP financial measures, which have not been prepared in accordance with generally accepted accounting principles in the United States (GAAP), in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

▪Product gross profit and Operating income (loss). Our non-GAAP product gross profit and operating income (loss) measures exclude the effect of stock-based compensation expense-related charges, including employer payroll tax-related items on employee stock transactions, amortization of acquired intangibles, and expenses associated with acquisitions and strategic investments. We believe the presentation of operating results that exclude these non-cash or non-recurring items provides useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

▪Free cash flow and Adjusted free cash flow. Free cash flow is defined as net cash provided by (used in) operating activities reduced by purchases of property and equipment and capitalized internal-use software development costs. Adjusted free cash flow is defined as free cash flow plus cash paid on employer payroll tax-related items on employee stock transactions. Free cash flow margin and adjusted free cash flow margin are calculated as free cash flow or adjusted free cash flow as a percentage of revenue. We believe these measures provide useful supplemental information to investors because they are indicators of the strength and performance of our core business operations.

We use these non-GAAP financial measures internally for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP to non-GAAP results.

Key Business Metrics

•Product Revenue. Product revenue is a key metric for us because we recognize revenue based on platform consumption, which is inherently variable at our customers’ discretion, and not based on the amount and duration of contract terms. Product revenue includes compute, storage, and data transfer resources, which are consumed by customers on our platform as a single, integrated offering. Customers have the flexibility to consume more than their contracted capacity during the contract term and may have the ability to roll over unused capacity to future periods, generally on the purchase of additional capacity at renewal. Our consumption-based business model distinguishes us from subscription-based software companies that generally recognize revenue ratably over the contract term and may not permit rollover. Because customers have flexibility in the timing of their consumption, which can exceed their contracted capacity or extend beyond the original contract term in many cases, the amount of product revenue recognized in a given period is an important indicator of customer satisfaction and the value derived from our platform. Product revenue excludes our professional services and other revenue.

•Remaining Performance Obligations. Remaining performance obligations (RPO) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. RPO excludes performance obligations from on-demand arrangements and certain time and materials contracts that are billed in arrears. RPO is not necessarily indicative of future product revenue growth because it does not account for the timing of customers’ consumption or their consumption of more than their contracted capacity. Moreover, RPO is influenced by a number of factors, including the timing of renewals, the timing of purchases of additional capacity, average contract terms, seasonality, and the extent to which customers are permitted to roll over unused capacity to future periods, generally upon the purchase of additional capacity at renewal.

•Total Customers. We count the total number of customers at the end of each period. For purposes of determining our customer count, we treat each end-customer account that has at least one corresponding capacity contract or order form as a unique customer, and a single organization with multiple divisions, segments, or subsidiaries may be counted as multiple customers. For purposes of determining our customer count, we do not include customers that consume our platform only under on-demand arrangements. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity.

•Net Revenue Retention Rate. To calculate net revenue retention rate, we first specify a measurement period consisting of the trailing two years from our current period end. Next, we define as our measurement cohort the population of customers under capacity contracts that used our platform at any point in the first month of the first year of the measurement period. We then calculate our net revenue retention rate as the quotient obtained by dividing our product revenue from this cohort in the second year of the measurement period by our product revenue from this cohort in the first year of the measurement period. Any customer in the cohort that did not use our platform in the second year remains in the calculation and contributes zero product revenue in the second year. Our net revenue retention rate is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity. Since we will continue to attribute the historical product revenue to the consolidated contract, consolidation of capacity contracts within a customer’s organization typically will not impact our net revenue retention rate unless one of those customers was not a customer at any point in the first month of the first year of the measurement period.

•Customers with Trailing 12-Month Product Revenue Greater than $1 Million. To calculate the number of customers with trailing 12-month product revenue greater than $1 million, we count the number of customers under capacity arrangements that contributed more than $1 million in product revenue in the trailing 12 months. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity.

Use of Forward‑Looking Statements

This release contains 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, as amended, regarding our performance, including but not limited to statements in the section titled “Financial Outlook.” The forward-looking statements contained in this release and the accompanying oral presentation 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, those related to our business and financial performance, the effects of COVID-19 or other public health crises on our business, results of operations, and financial condition, our ability to attract and retain customers, our ability to develop new products and services and enhance existing products and services, our ability to respond rapidly to emerging technology trends, our ability to execute on our business strategy, including our strategy related to the Data Cloud, our ability to increase and predict customer consumption of our platform, our ability to compete effectively, and our ability to manage growth.

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 our Form 10-Q for the fiscal quarter ended October 31, 2020 and other filings and reports we make with the Securities and Exchange Commission from time to time, including our Form 10-K that will be filed for the fiscal year ended January 31, 2021.

Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Except as required by law, we undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.

About Snowflake

Snowflake delivers the Data Cloud — a global network where thousands of organizations mobilize data with near-unlimited scale, concurrency, and performance. Inside the Data Cloud, organizations unite their siloed data, easily discover and securely share governed data, and execute diverse analytic workloads. Wherever data or users live, Snowflake delivers a single and seamless experience across multiple public clouds. Snowflake’s platform is the engine that powers and provides access to the Data Cloud, creating a solution for data warehousing, data lakes, data engineering, data science, data application development, and data sharing. Join Snowflake customers, partners, and data providers already taking their businesses to new frontiers in the Data Cloud at Snowflake.com.

Investor Contact

Jimmy Sexton

IR@snowflake.com

Press Contact

Eszter Szikora

Press@snowflake.com

Source: Snowflake Inc.

Snowflake Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

			Twelve Months Ended January 31,
	2021		2020		2021		2020
Revenue	$	190,465	$	87,692	$	592,049	$	264,748
Cost of revenue	82,904		34,522		242,588		116,557
Gross profit	107,561		53,170		349,461		148,191
Operating expenses:
Sales and marketing	154,050		80,444		479,317		293,577
Research and development	93,997		29,709		237,946		105,160
General and administrative	59,911		28,129		176,135		107,542
Total operating expenses	307,958		138,282		893,398		506,279
Operating loss	(200,397)		(85,112)		(543,937)		(358,088)
Interest income	1,853		2,299		7,507		11,551
Other income (expense), net	951		(186)		(610)		(1,005)
Loss before income taxes	(197,593)		(82,999)		(537,040)		(347,542)
Provision for income taxes	1,342		255		2,062		993
Net loss	$	(198,935)	$	(83,254)	$	(539,102)	$	(348,535)
Net loss per share attributable to common stockholders - basic and diluted	$	(0.70)	$	(1.67)	$	(3.81)	$	(7.77)
Weighted-average shares used to compute net loss per share attributable to common stockholders - basic and diluted	284,121,777		49,992,181		141,613,196		44,847,442

Snowflake Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	January 31, 2021		January 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	820,177	$	127,206
Short-term investments	3,087,887		306,844
Accounts receivable, net	294,017		179,459
Deferred commissions, current	32,371		26,358
Prepaid expenses and other current assets	66,200		25,327
Total current assets	4,300,652		665,194
Long-term investments	1,165,275		23,532
Property and equipment, net	68,968		27,136
Operating lease right-of-use assets	186,818		195,976
Goodwill	8,449		7,049
Intangible assets, net	16,091		4,795
Deferred commissions, non-current	86,164		69,516
Other assets	89,322		19,522
Total assets	$	5,921,739	$	1,012,720
Liabilities, Redeemable Convertible Preferred Stock and <br>Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	5,647	$	8,488
Accrued expenses and other current liabilities	125,315		62,817
Operating lease liabilities, current	19,650		18,092
Deferred revenue, current	638,652		327,058
Total current liabilities	789,264		416,455
Operating lease liabilities, non-current	184,887		193,175
Deferred revenue, non-current	4,194		2,907
Other liabilities	6,923		8,466
Redeemable convertible preferred stock	—		936,474
Stockholders’ equity (deficit)	4,936,471		(544,757)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	$	5,921,739	$	1,012,720

Snowflake Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

			Twelve Months Ended January 31,
	2021		2020		2021		2020
Cash flows from operating activities:
Net loss	$	(198,935)	$	(83,254)	$	(539,102)	$	(348,535)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	3,215		1,265		9,826		3,522
Non-cash operating lease costs	8,635		7,978		33,475		27,712
Amortization of deferred commissions	7,608		5,578		28,841		16,986
Stock-based compensation, net of amounts capitalized	143,651		20,974		301,441		78,399
Net amortization (accretion) of premiums (discounts) on investments	7,513		(310)		8,630		(5,459)
Other	507		200		4,580		1,476
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(125,510)		(78,676)		(116,289)		(116,869)
Deferred commissions	(24,183)		(33,591)		(51,444)		(68,595)
Prepaid expenses and other assets	(32,869)		(1,955)		(62,349)		(10,811)
Accounts payable	928		(9,450)		(2,878)		1,116
Accrued expenses and other liabilities	35,775		20,626		58,252		34,994
Operating lease liabilities	(7,863)		(7,403)		(31,281)		(13,455)
Deferred revenue	201,142		115,226		312,881		222,961
Net cash provided by (used in) operating activities	19,614		(42,792)		(45,417)		(176,558)
Cash flows from investing activities:
Purchases of property and equipment	(11,019)		(4,079)		(35,037)		(18,583)
Capitalized internal-use software development costs	(1,279)		(1,325)		(5,293)		(4,265)
Cash paid for acquisitions, net of cash acquired	—		—		(6,035)		(6,314)
Purchases of intangible assets	(2,190)		—		(8,374)		—
Purchases of investments	(3,624,832)		(105,375)		(4,859,852)		(622,854)
Sales of investments	148,365		10,691		177,070		14,087
Maturities and redemptions of investments	329,348		84,438		700,876		776,424
Net cash (used in) provided by investing activities	(3,161,607)		(15,650)		(4,036,645)		138,495
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs	—		—		478,573		24,121
Proceeds from initial public offering and private placements, net of underwriting discounts	—		—		4,242,284		—
Proceeds from early exercised stock options	—		271		159		6,213
Proceeds from exercise of stock options	22,278		6,387		53,378		27,526
Proceeds from repayment of a nonrecourse promissory note	—		—		2,090		—
Repurchases of early exercised stock options and restricted common stock	—		—		(30)		(391)
Payments of deferred purchase consideration for acquisitions	—		—		(1,164)		—
Net cash provided by financing activities	22,278		6,658		4,775,290		57,469
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(11)		—		(11)		—
Net (decrease) increase in cash, cash equivalents and restricted cash	(3,119,726)		(51,784)		693,217		19,406
Cash, cash equivalents and restricted cash at beginning of period	3,954,919		193,760		141,976		122,570
Cash, cash equivalents and restricted cash at end of period	$	835,193	$	141,976	$	835,193	$	141,976

Snowflake Inc.

GAAP to Non-GAAP Reconciliations

(in thousands, except percentages)

(unaudited)


			GAAP amounts as a % of revenue		Stock-based compensation expense-related charges(1)			Amortization of acquired intangibles			Expenses associated with acquisitions and strategic investments			Non-GAAP amounts			Non-GAAP amounts as a % of revenue
Revenue:
Product revenue	178,288		94	%
Professional services and other revenue			6	%
Revenue			100	%
Year over Year % Growth		%
Cost of Revenue:
Cost of product revenue			33	%	$	(10,171)		$	(566)		$	—		$	53,033		28	%
Cost of professional services and other revenue			11	%	(8,702)			—			—			10,432			5	%
Total cost of revenue			44	%	(18,873)			(566)			—			63,465			33	%
Gross profit (loss):
Product gross profit					10,171			566			—			125,255
Professional services and other gross profit (loss)					8,702			—			—			1,745
Total gross profit			56	%	18,873			566			—			127,000			67	%
Product gross margin		%			6		%	—		%	—		%	70		%
Professional services and other gross margin		%)			71		%	—		%	—		%	14		%
Total gross margin		%			11		%	—		%	—		%	67		%
Operating expenses:
Sales and marketing			81	%	(52,438)			—			—			101,612			54	%
Research and development			49	%	(53,440)			—			—			40,557			21	%
General and administrative			31	%	(28,713)			(352)			(44)			30,802			16	%
Total operating expenses			161	%	(134,591)			(352)			(44)			172,971			91	%
Operating loss	(200,397)		(105	%)	$	153,464		$	918		$	44		$	(45,971)		(24	%)
Operating margin		%)			81		%	—		%	—		%	(24		%)
(1) Stock-based compensation expense-related charges included approximately 9.6 million of employer payroll tax-related expenses on employee stock transactions.

All values are in US Dollars.


	GAAP amounts			GAAP amounts as a % of revenue		Stock-based compensation expense-related charges(1)			Amortization of acquired intangibles			Expenses associated with acquisitions and strategic investments			Non-GAAP amounts			Non-GAAP amounts as a % of revenue
Revenue:
Product revenue	$	82,432		94	%
Professional services and other revenue	5,260			6	%
Revenue	87,692			100	%
Year over Year % Growth	139		%
Cost of Revenue:
Cost of product revenue	28,777			33	%	$	(472)		$	(281)		$	—		$	28,024		32	%
Cost of professional services and other revenue	5,745			6	%	(496)			—			—			5,249			6	%
Total cost of revenue	34,522			39	%	(968)			(281)			—			33,273			38	%
Gross profit (loss):
Product gross profit	53,655					472			281			—			54,408
Professional services and other gross profit (loss)	(485)					496			—			—			11
Total gross profit	53,170			61	%	968			281			—			54,419			62	%
Product gross margin	65		%			1		%	—		%	—		%	66		%
Professional services and other gross margin	(9		%)			9		%	—		%	—		%	—		%
Total gross margin	61		%			1		%	—		%	—		%	62		%
Operating expenses:
Sales and marketing	80,444			92	%	(5,424)			(16)			—			75,004			86	%
Research and development	29,709			34	%	(4,929)			—			—			24,780			28	%
General and administrative	28,129			32	%	(9,758)			—			—			18,371			21	%
Total operating expenses	138,282			158	%	(20,111)			(16)			—			118,155			135	%
Operating loss	$	(85,112)		(97	%)	$	21,079		$	297		$	—		$	(63,736)		(73	%)
Operating margin	(97		%)			24		%	—		%	—		%	(73		%)
(1) Stock-based compensation expense-related charges included approximately 0.1 million of employer payroll tax-related expenses on employee stock transactions.

All values are in US Dollars.


	GAAP amounts			GAAP amounts as a % of revenue		Stock-based compensation expense-related charges(1)			Amortization of acquired intangibles			Expenses associated with acquisitions and strategic investments			Non-GAAP amounts			Non-GAAP amounts as a % of revenue
Revenue:
Product revenue	$	553,794		94	%
Professional services and other revenue	38,255			6	%
Revenue	592,049			100	%
Year over Year % Growth	124		%
Cost of Revenue:
Cost of product revenue	193,835			33	%	$	(18,724)		$	(1,696)		$	—		$	173,415		29	%
Cost of professional services and other revenue	48,753			8	%	(16,104)			—			—			32,649			6	%
Total cost of revenue	242,588			41	%	(34,828)			(1,696)			—			206,064			35	%
Gross profit (loss):
Product gross profit	359,959					18,724			1,696			—			380,379
Professional services and other gross profit (loss)	(10,498)					16,104			—			—			5,606
Total gross profit	349,461			59	%	34,828			1,696			—			385,985			65	%
Product gross margin	65		%			4		%	—		%	—		%	69		%
Professional services and other gross margin	(27		%)			42		%	—		%	—		%	15		%
Total gross margin	59		%			6		%	—		%	—		%	65		%
Operating expenses:
Sales and marketing	479,317			81	%	(104,537)			(12)			—			374,768			63	%
Research and development	237,946			40	%	(103,954)			—			—			133,992			23	%
General and administrative	176,135			30	%	(72,647)			(1,069)			(296)			102,123			17	%
Total operating expenses	893,398			151	%	(281,138)			(1,081)			(296)			610,883			103	%
Operating loss	$	(543,937)		(92	%)	$	315,966		$	2,777		$	296		$	(224,898)		(38	%)
Operating margin	(92		%)			54		%	—		%	—		%	(38		%)
(1) Stock-based compensation expense-related charges included approximately 14.2 million of employer payroll tax-related expenses on employee stock transactions.

All values are in US Dollars.


	GAAP amounts			GAAP amounts as a % of revenue		Stock-based compensation expense-related charges(1)			Amortization of acquired intangibles			Expenses associated with acquisitions and strategic investments			Non-GAAP amounts			Non-GAAP amounts as a % of revenue
Revenue:
Product revenue	$	252,229		95	%
Professional services and other revenue	12,519			5	%
Revenue	264,748			100	%
Year over Year % Growth	174		%
Cost of Revenue:
Cost of product revenue	96,622			36	%	$	(1,919)		$	(849)		$	—		$	93,854		35	%
Cost of professional services and other revenue	19,935			8	%	(1,732)			—			—			18,203			7	%
Total cost of revenue	116,557			44	%	(3,651)			(849)			—			112,057			42	%
Gross profit (loss):
Product gross profit	155,607					1,919			849			—			158,375
Professional services and other gross loss	(7,416)					1,732			—			—			(5,684)
Total gross profit	148,191			56	%	3,651			849			—			152,691			58	%
Product gross margin	62		%			1		%	—		%	—		%	63		%
Professional services and other gross margin	(59		%)			14		%	—		%	—		%	(45		%)
Total gross margin	56		%			1		%	1		%	—		%	58		%
Operating expenses:
Sales and marketing	293,577			111	%	(20,922)			(58)			—			272,597			103	%
Research and development	105,160			40	%	(15,786)			—			—			89,374			34	%
General and administrative	107,542			41	%	(38,257)			—			(328)			68,957			26	%
Total operating expenses	506,279			192	%	(74,965)			(58)			(328)			430,928			163	%
Operating loss	$	(358,088)		(136	%)	$	78,616		$	907		$	328		$	(278,237)		(105	%)
Operating margin	(136		%)			30		%	1		%	—		%	(105		%)
(1) Stock-based compensation expense-related charges included approximately 0.2 million of employer payroll tax-related expenses on employee stock transactions.

All values are in US Dollars.

	Three Months Ended January 31,						Twelve Months Ended January 31,
	2021			2020			2021			2020
Revenue	$	190,465		$	87,692		$	592,049		$	264,748
GAAP net cash provided by (used in) operating activities	$	19,614		$	(42,792)		$	(45,417)		$	(176,558)
Less: purchases of property and equipment	(11,019)			(4,079)			(35,037)			(18,583)
Less: capitalized internal-use software development costs	(1,279)			(1,325)			(5,293)			(4,265)
Non-GAAP free cash flow	7,316			(48,196)			(85,747)			(199,406)
Add: cash paid for employer payroll tax-related items on employee stock transactions	9,940			105			14,136			217
Non-GAAP adjusted free cash flow	$	17,256		$	(48,091)		$	(71,611)		$	(199,189)
Non-GAAP free cash flow margin	4		%	(55		%)	(14		%)	(75		%)
Non-GAAP adjusted free cash flow margin	9		%	(55		%)	(12		%)	(75		%)