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United States securities and exchange commission logo
November 9, 2023
David Obstler
Chief Financial Officer
Datadog, Inc.
620 8th Avenue
45th Floor
New York, NY 10018
Re: Datadog, Inc.
Form 10-K for the
Year Ended December 31, 2022
Form 10-Q for the
Quarter Ended September 30, 2023
Form 8-K Furnished
August 8, 2023
Dear David Obstler:
We have reviewed your October 27, 2023 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our September 28,
2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
General
1. Please supplementally
explain the difference between the number of subsidiaries listed
in Exhibit 21, which
identifies five wholly-owned subsidiaries, and the number of
subsidiaries listed in
your response to comment 2, which identifies 16 wholly-owned
subsidiaries.
2. Please confirm for us
that the percentages described in your response to prior comment 2,
with respect to the
company s reliance on Rule 3a-8 (Rule 3a-8) under the Investment
Company Act of 1940
(1940 Act) are described on a consolidated basis with the financial
statements of all
wholly-owned subsidiaries, as required by Rule 3a-8(b)(2). In
particular, confirm
that the company, on a consolidated basis with all wholly-owned
David Obstler
FirstName LastNameDavid Obstler
Datadog, Inc.
Comapany 9,
November NameDatadog,
2023 Inc.
November
Page 2 9, 2023 Page 2
FirstName LastName
subsidiaries, holds (i) no more than 10% of its total assets in
investments that are not
capital preservation investments or (ii) no more than 25% of its total
assets in investments
that are not capital preservation investments, provided that at least
75% of such other
investments are investments made pursuant to a collaborative research
and development
arrangement
3. Please consider the inclusion of a risk factor relating to the 1940
Act in future filings. In
any such risk factor, please disclose the company s current reliance
on Rule 3a-8 and any
associated risks.
4. Please update your responses to prior comments 2 and 3, with respect
to the company s
1940 Act status, to include the information as of the September 30,
2023 fiscal quarter
end.
5. Please describe for us all of the investments in securities that the
company considers to be
cash preservation investments. We note your response states that the
company s
investments in securities consist primarily of listed items, and
that the company
believes its investments in securities consist entirely of
capital preservation
investments.
Form 10-Q for the Quarterly Period Ended September 30, 2023
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Expanding Within Our Existing Customer Base, page 25
6. We note your response to prior comment 4 and the revised disclosures
here where you
state that the trailing 12-month dollar-based net retention rate
(DBNRR) was "slightly
below" 120% as of September 20, 2023 and "above 130%" as of September
30, 2022.
These approximations do not fully describe changes in your DNBRR from
period to
period. For instance, it is unclear if DBNRR decreased, for example,
from 145% to 118%
or 131% to 119%. Considering the ability to expand within your
existing customer base is
a key factor affecting your performance, your discussions of this
measure should be more
precise. In addition, where you disclose this measure, you should
include a discussion of
the reasons for any significant change in such measure from period to
period. For
example, we note the reference in your response to customers
scrutinizing costs and
optimizing their usage as factors that have impacted the decline in
the DBNRR. Please
revise to include the actual DBNRR for each period presented along
with a discussion of
the drivers for any change in such measure.
Form 8-K Furnished on November 7, 2023
Exhibit 99.1, page 1
7. You state in your response to prior comment 5 that in order to
determine the appropriate
tax rate to apply to your non-GAAP net income, you need to take into
account the
company's specific situation of net operating loss carryforwards and
tax credit
David Obstler
Datadog, Inc.
November 9, 2023
Page 3
carryforwards as well as the fact that you have not recorded, and do not
expect to record
or pay significant taxes in the near term. This statement appears to be
referring to your
GAAP tax position. However, the non-GAAP tax adjustment should include
tax expense
commensurate with your non-GAAP measure of profitability. In this regard,
you appear to
have reported significant cumulative non-GAAP net income before taxes in
recent years,
which suggests that from a non-GAAP perspective, loss carryforwards may
not be
available and therefore, should not be considered in determining your
non-GAAP income
tax adjustment. It further suggests that on a non-GAAP basis, you may
have recorded and
paid significant taxes. To the extent you continue to disclose non-GAAP
net income,
please revise to also include an adjustment for income tax expense that
is commensurate
with your non-GAAP measure of profitability.
Please contact David Edgar at 202-551-3459 or Kathleen Collins at
202-551-3499 if you
have questions regarding comments on the financial statements and related
matters.
Sincerely,
FirstName LastNameDavid Obstler
Division of
Corporation Finance
Comapany NameDatadog, Inc.
Office of Technology
November 9, 2023 Page 3
cc: Jane Munger
FirstName LastName