ai-20210901
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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): September 1, 2021

C3.AI, INC.
(Exact name of Registrant as Specified in Its Charter)


Delaware
(State or Other Jurisdiction
of Incorporation)
1300 Seaport Blvd, Suite 500
Redwood City, CA
(Address of Principal Executive Offices)
001-39744
(Commission File Number)





26-3999357
(IRS Employer Identification No.)
94063
(Zip Code)
(650) 503-2200
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareAINew 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 September 1, 2021, C3.ai, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended July 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).




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.

C3.ai, Inc.
Dated: September 1, 2021
By:/s/ Thomas M. Siebel
Thomas M. Siebel
Chief Executive Officer and Chairman of the Board of Directors


Document

C3 AI Announces First Quarter Fiscal 2022 Results
First Quarter Revenue of $52.4 million, increased 29% year over year

REDWOOD CITY, Calif. - September 1, 2021 - C3.ai, Inc. (NYSE: AI), the Enterprise AI software company, today announced results for its fiscal first quarter ended July 31, 2021.
“We began our fiscal year 2022 with strong results in the first quarter, including year-over-year increases of 29% in revenue and 31% in gross profit,” said CEO Thomas M. Siebel. “We significantly expanded our market-partner ecosystem in Q1, entering into a strategic alliance with Google Cloud to allow the entire Google Cloud global sales and service organization to co-sell and service the entire family of C3 AI applications.”

First Quarter Financial Highlights
Revenue: Total revenue for the quarter was $52.4 million, up from $40.5 million one year ago, an increase of 29% year over year.
Subscription revenue: Subscription revenue for the quarter was $46.1 million, up from $35.7 million one year ago, an increase of 29% year over year.
Gross Profit: Gross profit for the quarter was $39.4 million (a 75% gross margin), compared to $30.0 million of gross profit (a 74% gross margin) one year ago, an increase in gross profit of 31% year over year.
Remaining Performance Obligations (“RPO”): RPO was $290.6 million, compared to $275.1 million one year ago, an increase of 6% year over year.
Non-GAAP RPO: Non-GAAP RPO was $357.3 million, compared to $279.5 million one year ago, an increase of 28% year over year.
C3 AI Customer Count: Total enterprise AI customer count at quarter end was 98, an increase of 85% year over year.
Recent Business Highlights
C3 AI entered into a global strategic partnership with Google Cloud. The two companies will tightly integrate C3 AI and Google Cloud technologies and go-to-market initiatives to accelerate enterprise AI adoption. The alliance includes coordinated software development as well as joint marketing, selling, and customer-success programs at global scale. C3 AI and Google Cloud will regularly synchronize software engineering plans and activities to assure that the Google Cloud, Google Cloud Applications, and the C3 AI Suite and enterprise applications are fully optimized and tightly integrated. The companies will engage in significant ongoing market development activities and will coordinate sales and service activities globally to assist small, medium, and large enterprise customers to accelerate the adoption and time-to-value of their enterprise cloud AI applications.
C3 AI expanded its enterprise AI footprint in Defense, Chemicals, Financial Services, Manufacturing, Oil & Gas, Energy Sustainability, and Utilities, with new enterprise production deployments at LyondellBasell, Shell, ENGIE, and Con Edison. C3 AI also initiated new enterprise AI projects with Baker Hughes, Ball Corporation, Cargill, Cummins, ENGIE, FIS, Koch Industries, Missile Defense Agency, Morsco, and Standard Chartered Bank, as well as expanded business with Cargill, LyondellBasell, and Standard Chartered Bank.
C3 AI continued to invest in its important partnership with Microsoft, closing deals worth over $200 million to date and significantly expanding the pipeline of opportunities.
C3 AI advanced its product leadership position in enterprise AI. In the first quarter, the company released two major upgrades to the C3 AI Suite and has now released 40 enterprise AI software applications into production release for Financial Services, Manufacturing, Telecommunications, Public Sector, Energy, Utilities, Defense, and Intelligence.
C3 AI garnered further industry recognition in Q1. The company was named a Leader in the IDC MarketScape: Worldwide Industrial IoT Platforms and Applications in Energy 2021 Vendor Assessment, published in June. The IDC MarketScape positioned C3 AI in the Leaders Category for its cohesive platform for data, strong industry expertise, and enterprise AI capabilities.



C3 AI grew its enterprise AI production application footprint through both new customer acquisitions and expanded use by existing customers, with 101 discrete applications in production at the end of the first quarter, up from 67 in Q1 in the prior year. C3 AI production applications showed continued industry diversification, growing to 12 industries in Q1 compared to 7 industries in Q1 in the prior year.
Operating at massive scale, as of July 31, 2021, the C3 AI Suite and Applications were integrated with 849 unique enterprise and extraprise data sources, process 1.7 billion predictions per day, manage 24.4 trillion data elements, and evaluate 33.8 billion machine learning features daily.
C3 AI continued to invest in its university partnerships at UC Berkeley, the University of Illinois Urbana-Champaign, Princeton, MIT, Carnegie-Mellon, Stanford, and KTH in Sweden with the C3.ai Digital Transformation Institute (“C3.ai DTI”) to accelerate research into the new science of digital transformation. In Q1, C3.ai DTI announced $4.4 million in additional cash awards to support 21 research projects focused on using AI techniques and digital transformation to advance energy efficiency and lead the way to a lower-carbon, higher-efficiency economy.




Financial Outlook:

Our guidance includes GAAP and non-GAAP financial measures.

The following table summarizes our guidance for the second quarter of fiscal 2022 and full-year fiscal 2022:

(in millions)
Second Quarter Fiscal 2022
Guidance
Full Year Fiscal 2022
Guidance
Total revenue$56.0 - $58.0$243.0 - $247.0
Non-GAAP loss from operations($30.0) - ($37.0)($107.0) - ($119.0)

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 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 results included in this press release. Our fiscal year ends April 30, and numbers are rounded for presentation purposes.




Conference Call Details

What:C3 AI First Quarter Fiscal 2022 Financial Results Conference Call
When:Wednesday, September 1, 2021
Time:2:00 p.m. PT / 5:00 p.m. ET
Live Call:(833) 979-2768, Domestic
(236) 714-2883, International
Conference ID: 3387525
Webcast:
https://event.on24.com/wcc/r/3192961/445B7304E5E112B8CC2231B7EA1A9398 (live and replay)
Investor Presentation Details

An investor presentation providing additional information and analysis can be found at our investor relations page at ir.c3.ai.
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.

Non-GAAP gross profit, non-GAAP gross margin, and non-GAAP loss from operations. Our non-GAAP gross profit, non-GAAP gross margin, and non-GAAP loss from operations exclude the effect of stock-based compensation expense-related charges and employer payroll tax expense related to employee stock-based compensation. We believe the presentation of operating results that exclude these non-cash items provides useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

Non-GAAP RPO: Non-GAAP RPO represents our GAAP RPO plus the associated cancellable contracted backlog. We believe the presentation of our RPO inclusive of the cancellable backlog provides useful supplemental information to investors about our aggregate contractual backlog and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

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 financial measures.



Use of Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts, including our market leadership position, anticipated benefits from our partnerships and investments, financial outlook, our business strategies, plans, and objectives for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks and uncertainties. Some of these risks are described in greater detail in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2021, although new and unanticipated risks may arise. The future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Except to the extent required by law, we do not undertake to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations.



About C3.ai, Inc.
C3.ai, Inc. (NYSE:AI) is the leading provider of enterprise AI software for accelerating digital transformation. C3 AI delivers a family of fully integrated products: C3 AI® Suite, an end-to-end platform for developing, deploying, and operating large-scale AI applications; C3 AI Applications, a portfolio of industry-specific SaaS AI applications; C3 AI CRM, a suite of industry-specific CRM applications designed for AI and machine learning; and C3 AI Ex Machina, a no-code AI solution to apply data science to everyday business problems. The core of the C3 AI offering is an open, model-driven AI architecture that dramatically simplifies data science and application development. Learn more at: www.c3.ai.

Investor Contact
ir@c3.ai

Press Contact
Lisa Kennedy
(415) 914-8336
pr@c3.ai

Source: C3.ai, Inc.



C3.AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended July 31,
20212020
Revenue
Subscription(1)
$46,122 $35,695 
Professional services(2)
6,284 4,788 
Total revenue52,406 40,483 
Cost of revenue
Subscription(3)
9,213 8,587 
Professional services3,812 1,912 
Total cost of revenue13,025 10,499 
Gross profit39,381 29,984 
Operating expenses
Sales and marketing(4)
36,822 14,358 
Research and development26,712 13,264 
General and administrative12,364 5,687 
Total operating expenses75,898 33,309 
Loss from operations(36,517)(3,325)
Interest income345 580 
Other (expense) income, net(899)3,018 
Net (loss) income before provision for income taxes(37,071)273 
Provision for income taxes388 123 
Net (loss) income$(37,459)$150 
Net (loss) income attributable to Class A common shareholders, basic and diluted$(0.37)$0.00 
Net (loss) income attributable to Class A-1 common shareholders, basic and diluted$— $0.00 
Net (loss) income attributable to Class B common shareholders, basic and diluted$(0.37)$0.00 
Weighted-average shares used in computing net (loss) income per share attributable to Class A common stockholders, basic and diluted98,655 30,624 
Weighted-average shares used in computing net (loss) income per share attributable to Class A-1 common stockholders, basic and diluted— 6,667 
Weighted-average shares used in computing net (loss) income per share attributable to Class B common stockholders, basic and diluted3,500 — 

(1)Including related party revenue of $10,208 and $6,810 for the three months ended July 31, 2021 and 2020, respectively.
(2)Including related party revenue of $2,074 and nil for the three months ended July 31, 2021 and 2020, respectively.
(3)Including related party cost of revenue of $117 and nil for the three months ended July 31, 2021 and 2020, respectively.
(4)Including related party sales and marketing expense of $61 and nil for the three months ended July 31, 2021 and 2020, respectively.






C3.AI, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
(Unaudited)
July 31, 2021April 30, 2021
Assets
Current assets
Cash and cash equivalents$273,779 $115,355 
Short-term investments825,211 978,020 
Accounts receivable, net of allowance of $57 and $812 as of July 31, 2021 and April 30, 2021, respectively(1)
55,831 65,460 
Prepaid expenses and other current assets(2)
12,564 14,302 
Total current assets1,167,385 1,173,137 
Property and equipment, net5,687 6,133 
Goodwill625 625 
Other assets, non-current(3)
17,843 16,582 
Total assets$1,191,540 $1,196,477 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable(4)
$10,051 $12,075 
Accrued compensation and employee benefits14,757 21,829 
Deferred revenue, current(5)
98,217 72,263 
Accrued and other current liabilities(6)
17,108 18,318 
Total current liabilities140,133 124,485 
Deferred revenue, non-current1,680 2,964 
Other long-term liabilities(7)
5,932 7,853 
Total liabilities147,745 135,302 
Commitments and contingencies
Stockholders’ equity
Class A common stock, $0.001 par value. 1,000,000,000 shares authorized as of July 31, 2021 and April 30, 2021; 100,367,938 and 98,667,121 shares issued and outstanding as of July 31, 2021 and April 30, 2021 respectively
101 99 
Class B common stock, $0.001 par value; 3,500,000 shares authorized as of July 31, 2021 and April 30, 2021; 3,499,992 shares issued and outstanding as of July 31, 2021 and April 30, 2021
Additional paid-in capital1,430,296 1,410,325 
Accumulated other comprehensive income187 81 
Accumulated deficit(386,792)(349,333)
Total stockholders’ equity1,043,795 1,061,175 
Total liabilities and stockholders’ equity$1,191,540 $1,196,477 
(1) Including amounts from a related party of $1,259 and $15,180 as of July 31, 2021 and April 30, 2021, respectively.
(2) Including amounts from a related party of $1,662 and $1,662 as of July 31, 2021 and April 30, 2021, respectively.
(3) Including amounts from a related party of $6,187 and $6,602 as of July 31, 2021 and April 30, 2021, respectively.
(4) Including amounts from a related party of $112 and $56 as of July 31, 2021 and April 30, 2021, respectively.
(5) Including amounts from a related party of $24,637 and $7,697 as of July 31, 2021 and April 30, 2021, respectively.
(6) Including amounts from a related party of $2,551 and $3,413 as of July 31, 2021 and April 30, 2021, respectively.
(7) Including amounts from a related party of $2,448 and $4,895 as of July 31, 2021 and April 30, 2021, respectively.



C3.AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended July 31,
20212020
Cash flows from operating activities:
Net (loss) income$(37,459)$150 
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation and amortization1,141 1,028 
Non-cash operating lease cost857 842 
Stock-based compensation expense13,912 2,480 
Other(875)(100)
Changes in operating assets and liabilities
Accounts receivable(1)
10,383 (29,588)
Prepaid expenses, other current assets and other assets(2)
2,097 556 
Accounts payable(3)
(2,067)(169)
Accrued compensation and employee benefits(7,072)(5,047)
Operating lease liabilities(932)(886)
Other liabilities(4)
(3,633)847 
Deferred revenue(5)
24,670 46,949 
Net cash provided by operating activities1,022 17,062 
Cash flows from investing activities:
Purchases of property and equipment(511)(654)
Capitalized software development costs
(500)— 
Purchases of investments(95,948)(36,970)
Maturities and sales of investments248,986 109,759 
Net cash provided by investing activities152,027 72,135 
Cash flows from financing activities:
Proceeds from Payroll Protection Program loan— 6,343 
Payment of deferred offering costs(71)— 
Proceeds from exercise of Class A common stock options5,046 335 
Net cash provided by financing activities4,975 6,678 
Net increase in cash, cash equivalents and restricted cash158,024 95,875 
Cash, cash equivalents and restricted cash at beginning of period116,255 33,604 
Cash, cash equivalents and restricted cash at end of period$274,279 $129,479 
Cash and cash equivalents$273,779 $128,979 
Restricted cash included in other assets500 500 
Total cash, cash equivalents and restricted cash$274,279 $129,479 
Supplemental disclosure of cash flow information—cash paid for income taxes$235 $138 
Supplemental disclosures of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued liabilities$326 $243 
Unpaid liabilities related to intangible purchases$2,500 $— 
Deferred offering costs included in accounts payable and accrued liabilities$34 $— 
Vesting of early exercised stock options$1,059 $218 
(1)Including changes in related party balances of $(13,921) and $9 for the three months ended July 31, 2021 and 2020, respectively.
(2)Including changes in related party balances of $(415) and nil for the three months ended July 31, 2021 and 2020, respectively.
(3)Including changes in related party balances of $56 and nil for the three months ended July 31, 2021 and 2020, respectively.
(4)Including changes in related party balances of $(3,309) and nil for the three months ended July 31, 2021 and 2020, respectively.
(5)Including changes in related party balances of $16,940 and $21,190 for the three months ended July 31, 2021 and 2020, respectively.








C3.AI, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages)
(Unaudited)

Three Months Ended July 31,
20212020
Reconciliation of GAAP gross profit to non-GAAP gross profit:
Gross profit on a GAAP basis$39,381$29,984
Stock-based compensation expense (1)
1,423232
Employer payroll tax expense related to employee stock-based compensation (2)
65
Gross profit on a non-GAAP basis$40,869$30,216
Gross margin on a GAAP basis75%74%
Gross margin on a non-GAAP basis78%75%
Reconciliation of GAAP loss from operations to non-GAAP loss from operations:
Loss from operations on a GAAP basis$(36,517)$(3,325)
Stock-based compensation expense (1)
13,9122,480
Employer payroll tax expense related to employee stock-based compensation (2)
855
Loss from operations on a non-GAAP basis$(21,750)$(845)

(1)Stock-based compensation expense for gross profits and gross margin includes costs of subscription and cost of professional services as follows. Stock-based compensation expense for loss from operations includes total stock-based compensation expense as follows:
Three Months Ended July 31,
20212020
Cost of subscription$821 $184 
Cost of professional services602 48 
Sales and marketing6,135 855 
Research and development2,758 458 
General and administrative3,596 935 
Total stock-based compensation expense$13,912 $2,480 

(2)    Employer payroll tax expense related to employee stock-based compensation were immaterial and as such were excluded in periods prior to January 31, 2021. Employer payroll tax expense to employee stock-based compensation for gross profits, gross margin and loss from operations includes employer payroll tax expense to employee stock-based compensation as follows:

Three Months Ended July 31,
20212020
Cost of subscription$— $— 
Cost of professional services65 — 
Sales and marketing301 — 
Research and development182 — 
General and administrative307 — 
Total employer payroll tax expense$855 $— 




Reconciliation of remaining performance obligations (“RPO”) to Non-GAAP RPO:

The following table presents a reconciliation of RPO to Non-GAAP RPO:

As of July 31,
20212020
RPO$290,613 $275,082 
Cancellable amount of contract value66,638 4,393 
Non-GAAP RPO$357,251 $279,475