Document and Entity Information
Document and Entity Information - shares shares in Millions | 6 Months Ended | |
Jul. 31, 2016 | Aug. 31, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Workday, Inc. | |
Entity Central Index Key | 1,327,811 | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Trading Symbol | WDAY | |
Entity Common Stock, Shares Outstanding | 200 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2016 | Jan. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 405,529 | $ 300,087 |
Marketable securities | 1,662,381 | 1,669,372 |
Accounts receivable, net | 248,658 | 293,407 |
Deferred costs | 22,664 | 21,817 |
Prepaid expenses and other current assets | 90,858 | 77,625 |
Total current assets | 2,430,090 | 2,362,308 |
Property and equipment, net | 255,118 | 214,158 |
Deferred costs, noncurrent | 32,488 | 30,074 |
Goodwill and acquisition-related intangible assets, net | 68,623 | 65,816 |
Other assets | 43,485 | 57,738 |
Total assets | 2,829,804 | 2,730,094 |
Current liabilities: | ||
Accounts payable | 17,135 | 19,605 |
Accrued expenses and other current liabilities | 58,880 | 43,122 |
Accrued compensation | 76,693 | 91,211 |
Unearned revenue | 854,845 | 768,741 |
Total current liabilities | 1,007,553 | 922,679 |
Convertible senior notes, net | 520,765 | 507,476 |
Unearned revenue, noncurrent | 124,269 | 130,988 |
Other liabilities | 36,371 | 32,794 |
Total liabilities | 1,688,958 | 1,593,937 |
Stockholders’ equity: | ||
Common stock | 198 | 193 |
Additional paid-in capital | 2,444,172 | 2,247,454 |
Accumulated other comprehensive income (loss) | (2,588) | 799 |
Accumulated deficit | (1,300,936) | (1,112,289) |
Total stockholders’ equity | 1,140,846 | 1,136,157 |
Total liabilities and stockholders’ equity | $ 2,829,804 | $ 2,730,094 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | ||
Revenues: | |||||
Subscription services | $ 306,228 | $ 223,742 | $ 586,231 | $ 424,735 | |
Professional services | 71,495 | 58,954 | 136,922 | 108,918 | |
Total revenues | 377,723 | 282,696 | 723,153 | 533,653 | |
Costs and expenses: | |||||
Costs of subscription services | [1] | 51,379 | 35,287 | 100,579 | 67,069 |
Costs of professional services | [1] | 66,473 | 56,792 | 125,900 | 102,924 |
Product development | [1] | 161,886 | 115,345 | 303,664 | 214,680 |
Sales and marketing | [1] | 139,177 | 106,430 | 266,668 | 201,325 |
General and administrative | [1] | 45,705 | 36,482 | 86,888 | 68,699 |
Total costs and expenses | [1] | 464,620 | 350,336 | 883,699 | 654,697 |
Operating loss | (86,897) | (67,640) | (160,546) | (121,044) | |
Other expense, net | (21,193) | (3,779) | (27,031) | (11,015) | |
Loss before provision for (benefit from) income taxes | (108,090) | (71,419) | (187,577) | (132,059) | |
Provision for (benefit from) income taxes | (65) | (1,998) | 1,070 | (1,080) | |
Net loss | $ (108,025) | $ (69,421) | $ (188,647) | $ (130,979) | |
Net loss per share, basic and diluted (in dollars per share) | $ (0.55) | $ (0.37) | $ (0.96) | $ (0.70) | |
Weighted-average shares used to compute net loss per share, basic and diluted (in shares) | 197,223 | 189,360 | 195,887 | 188,382 | |
[1] | Costs and expenses include share-based compensation expense as follows: Costs of subscription services $4,968 $9,365 $3,173 $5,221 Costs of professional services $5,969 $11,262 $5,144 $8,598 Product development $38,314 $71,282 $28,632 $49,443 Sales and marketing $20,844 $39,846 $13,222 $21,587 General and administrative $18,127 $34,702 $14,593 $27,189 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Costs of subscription services | ||||
Allocated share-based compensation expense | $ 4,968 | $ 3,173 | $ 9,365 | $ 5,221 |
Costs of professional services | ||||
Allocated share-based compensation expense | 5,969 | 5,144 | 11,262 | 8,598 |
Product development | ||||
Allocated share-based compensation expense | 38,314 | 28,632 | 71,282 | 49,443 |
Sales and marketing | ||||
Allocated share-based compensation expense | 20,844 | 13,222 | 39,846 | 21,587 |
General and administrative | ||||
Allocated share-based compensation expense | $ 18,127 | $ 14,593 | $ 34,702 | $ 27,189 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (108,025) | $ (69,421) | $ (188,647) | $ (130,979) |
Other comprehensive income (loss), net of tax: | ||||
Net change in foreign currency translation adjustment | (248) | (227) | 433 | (200) |
Net change in unrealized gains (losses) on available-for-sale investments | 382 | (192) | 934 | (337) |
Net change in market value of effective foreign currency forward exchange contracts | 6,310 | 1,018 | (4,754) | 997 |
Other comprehensive income (loss), net of tax | 6,444 | 599 | (3,387) | 460 |
Comprehensive loss | $ (101,581) | $ (68,822) | $ (192,034) | $ (130,519) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Cash flows from operating activities | ||||
Net loss | $ (108,025) | $ (69,421) | $ (188,647) | $ (130,979) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 26,662 | 19,888 | 52,786 | 38,457 |
Share-based compensation expenses | 88,222 | 64,764 | 166,457 | 112,038 |
Amortization of deferred costs | 6,140 | 7,735 | 12,013 | 12,360 |
Amortization of debt discount and issuance costs | 6,690 | 6,336 | 13,289 | 12,586 |
Gain on sale of cost method investment | (65) | (3,220) | (65) | (3,220) |
Impairment of cost method investment | 15,000 | 0 | 15,000 | 0 |
Other | 1,918 | (2,119) | 1,600 | (1,382) |
Changes in operating assets and liabilities, net of business combinations: | ||||
Accounts receivable | (55,992) | (27,570) | 45,055 | 32,147 |
Deferred costs | (10,486) | (7,082) | (15,274) | (10,583) |
Prepaid expenses and other assets | (11,902) | (7,806) | (12,678) | (15,476) |
Accounts payable | 1,542 | 1,428 | (180) | 4,180 |
Accrued expense and other liabilities | (6,517) | 2,590 | (972) | 6,915 |
Unearned revenue | 53,071 | 29,665 | 79,340 | 50,344 |
Net cash provided by (used in) operating activities | 6,258 | 15,188 | 167,724 | 107,387 |
Cash flows from investing activities | ||||
Purchases of marketable securities | (557,180) | (476,470) | (1,191,136) | (862,045) |
Maturities of marketable securities | 539,315 | 429,186 | 1,164,903 | 710,593 |
Sales of available-for-sale securities | 28,652 | 19,524 | 28,852 | 29,524 |
Business combinations, net of cash acquired | (3,670) | (7,961) | (3,670) | (7,961) |
Owned real estate projects | (6,788) | 0 | (25,774) | 0 |
Capital expenditures, excluding owned real estate projects | (26,539) | (25,469) | (61,017) | (53,789) |
Purchases of cost method investments | (200) | (15,750) | (300) | (15,750) |
Sale of cost method investment | 315 | 3,538 | 315 | 3,538 |
Change in restricted cash | (4,000) | 0 | (4,000) | 0 |
Other | (684) | 0 | (296) | 0 |
Net cash provided by (used in) investing activities | (30,779) | (73,402) | (92,123) | (195,890) |
Cash flows from financing activities | ||||
Proceeds from issuance of common stock from employee equity plans | 25,395 | 19,172 | 28,776 | 22,736 |
Principal payments on capital lease obligations | 0 | (1,016) | 0 | (2,464) |
Other | 195 | 362 | 571 | 779 |
Net cash provided by (used in) financing activities | 25,590 | 18,518 | 29,347 | 21,051 |
Effect of exchange rate changes | (144) | (210) | 494 | (162) |
Net increase (decrease) in cash and cash equivalents | 925 | (39,906) | 105,442 | (67,614) |
Cash and cash equivalents at the beginning of period | 404,604 | 270,484 | 300,087 | 298,192 |
Cash and cash equivalents at the end of period | 405,529 | 230,578 | 405,529 | 230,578 |
Supplemental cash flow data | ||||
Cash paid for interest | 3,241 | 3,211 | 3,245 | 3,244 |
Cash paid for taxes | 3,566 | 418 | 4,147 | 1,034 |
Non-cash investing and financing activities: | ||||
Vesting of early exercise stock options | 460 | 472 | 920 | 944 |
Property and equipment, accrued but not paid | 11,426 | 18,642 | 11,426 | 18,642 |
Non-cash additions to property and equipment | $ 394 | $ 323 | $ 915 | $ 2,183 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 6 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation Company and Background Workday provides financial management, human capital management, and analytics applications designed for the world's largest companies, educational institutions, and government agencies. We offer innovative and adaptable technology focused on the consumer Internet experience and cloud delivery model. Our applications are designed for global enterprises to manage complex and dynamic operating environments. We provide our customers highly adaptable, accessible and reliable applications to manage critical business functions that enable them to optimize their financial and human capital resources. We were originally incorporated in March 2005 in Nevada and in June 2012, we reincorporated in Delaware. As used in this report the terms "Workday," "registrant," "we," "us," and "our" mean Workday, Inc. and its subsidiaries unless the context indicates otherwise. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The condensed consolidated financial statements include the results of Workday, Inc. and its wholly-owned subsidiaries. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of our management, the information contained herein reflects all adjustments necessary for a fair presentation of Workday’s results of operations, financial position and cash flows. All such adjustments are of a normal, recurring nature. The results of operations for the quarter ended July 31, 2016 shown in this report are not necessarily indicative of results to be expected for the full year ending January 31, 2017 . The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2016 , filed on March 22, 2016. There have been no changes to our significant accounting policies described in the annual report that have had a material impact on our condensed consolidated financial statements and related notes. Certain prior period amounts reported in our condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period presentation. The reclassifications were immaterial and had no effect on previously reported operating results or financial position. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, the determination of the relative selling prices for our services, certain assumptions used in the valuation of equity awards and the fair value of assets acquired and liabilities assumed through business combinations. Actual results could differ from those estimates and such differences could be material to our condensed consolidated financial position and results of operations. Segment Information We operate in one operating segment, cloud applications. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and assessing performance. Our chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. Since we operate in one operating segment, which is equivalent to our reportable segment, all required financial segment information can be found in the condensed consolidated financial statements. Recently Issued Accounting Pronouncements On May 28, 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers . The standard provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for our fiscal year beginning February 1, 2018. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. On January 5, 2016, the FASB issued ASU 2016-01 regarding ASC Topic 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities . The standard requires entities to carry all investments in equity securities at fair value through net income. The guidance is effective for our fiscal year beginning February 1, 2018. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . These amendments require the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently classified as operating leases under ASC 840 “Leases”. The guidance is effective for our fiscal year beginning February 1, 2019. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, and classification in the statement of cash flows. The guidance is effective for our fiscal year beginning February 1, 2017. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jul. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities At July 31, 2016 , marketable securities consisted of the following (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Aggregate Fair Value U.S. agency obligations $ 1,024,936 $ 785 $ (38 ) $ 1,025,683 U.S. treasury securities 219,052 209 (1 ) 219,260 U.S. corporate securities 141,416 41 (29 ) 141,428 Commercial paper 296,362 — — 296,362 Money market funds 222,069 — — 222,069 $ 1,903,835 $ 1,035 $ (68 ) $ 1,904,802 Included in cash and cash equivalents $ 242,421 $ — $ — $ 242,421 Included in marketable securities $ 1,661,414 $ 1,035 $ (68 ) $ 1,662,381 At January 31, 2016 , marketable securities consisted of the following (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Aggregate Fair Value U.S. agency obligations $ 1,018,513 $ 127 $ (405 ) $ 1,018,235 U.S. treasury securities 338,736 70 (141 ) 338,665 U.S. corporate securities 135,065 36 (18 ) 135,083 Commercial paper 177,390 — (1 ) 177,389 Money market funds 148,961 — — 148,961 $ 1,818,665 $ 233 $ (565 ) $ 1,818,333 Included in cash and cash equivalents $ 148,961 $ — $ — $ 148,961 Included in marketable securities $ 1,669,704 $ 233 $ (565 ) $ 1,669,372 We do not believe the unrealized losses represent other-than-temporary impairments based on our evaluation of available evidence, which includes our intent to hold these investments to maturity as of July 31, 2016 . No marketable securities held as of July 31, 2016 have been in a continuous unrealized loss position for more than 12 months. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisitions, even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond 12 months as current assets in the accompanying condensed consolidated balance sheets. Marketable securities on the condensed consolidated balance sheets consist of securities with original maturities at the time of purchase greater than three months and the remainder of the securities is reflected in cash and cash equivalents. During the three and six months ended July 31, 2016 , we sold $29 million of our marketable securities and the realized gains from the sales are immaterial. |
Deferred Costs
Deferred Costs | 6 Months Ended |
Jul. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs | Deferred Costs Deferred costs consisted of the following (in thousands): July 31, January 31, Current: Deferred professional service costs $ 801 $ 895 Deferred sales commissions 21,863 20,922 Total $ 22,664 $ 21,817 Noncurrent: Deferred professional service costs $ — $ 360 Deferred sales commissions 32,488 29,714 Total $ 32,488 $ 30,074 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jul. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): July 31, January 31, Land $ 3,504 $ — Buildings 30,893 4,280 Computers, equipment and software 262,985 230,705 Computers, equipment and software acquired under capital leases 19,979 24,400 Furniture and fixtures 22,856 18,894 Leasehold improvements 102,351 86,282 442,568 364,561 Less accumulated depreciation and amortization (187,450 ) (150,403 ) Property and equipment, net $ 255,118 $ 214,158 During the first quarter of fiscal 2017, we purchased real property located in Pleasanton, California, which includes land together with an office building of approximately 58,000 square feet, at a cost of $15 million , and we started construction of our new customer briefing and development center (development center) in Pleasanton, California, consisting of approximately 410,000 square feet of office space. We have capitalized the construction costs associated with the development center as Buildings in the table above. Depreciation expense totaled $22 million and $17 million for the three months ended July 31, 2016 and 2015 , respectively, and $44 million and $33 million for the six months ended July 31, 2016 and 2015 , respectively. |
Goodwill and Acquisition-relate
Goodwill and Acquisition-related Intangible Assets, Net | 6 Months Ended |
Jul. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquisition-related Intangible Assets, Net | Goodwill and Acquisition-related Intangible Assets, Net Goodwill and acquisition-related intangible assets, net consisted of the following (in thousands): July 31, January 31, Acquired developed technology $ 23,500 $ 20,461 Customer relationship assets 338 338 23,838 20,799 Less accumulated amortization (8,034 ) (5,308 ) Acquisition-related intangible assets, net 15,804 15,491 Goodwill 52,819 50,325 Goodwill and acquisition-related intangible assets, net $ 68,623 $ 65,816 In the second quarter of fiscal 2017, we acquired a cloud-based educational video platform company for $5 million , resulting in increases of $3 million and $2 million in acquired developed technology and goodwill, respectively. Developed technology from acquisitions is typically amortized over a useful life of three to four years. Goodwill amounts are not amortized, but rather tested for impairment at least annually during the last three months of the fiscal year. As of July 31, 2016, our future estimated amortization expense related to the acquired developed technology is as follows (in thousands): Fiscal Period: 2017 $ 3,043 2018 4,953 2019 4,570 2020 2,921 2021 317 Total $ 15,804 |
Other Assets
Other Assets | 6 Months Ended |
Jul. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following (in thousands): July 31, January 31, Cost method investments $ 13,592 $ 28,742 Acquired land leasehold interest, net 9,728 9,781 Technology patents, net 2,559 3,020 Other 17,606 16,195 Total $ 43,485 $ 57,738 Amortization expense related to the acquired land leasehold interest and technology patents was less than $0.3 million for each of the three month periods ended July 31, 2016 and 2015 , and $0.5 million for each of the six month periods ended July 31, 2016 and 2015 . During the three months ended July 31, 2016 , we recorded a $15 million other-than-temporary impairment for one of our cost method investments. The impairment expense is recorded in Other expense, net in the condensed consolidated statements of operations. We test our cost method investments for impairment at least annually, and more frequently upon the occurrence of certain events. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires that we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs that are supported by little or no market activity. Financial Assets We value our marketable securities using quoted prices for identical instruments in active markets when available. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using independent reports that utilize quoted market prices for comparable instruments. We validate, on a sample basis, the derived prices provided by the independent pricing vendors by comparing their assessment of the fair values of our investments against the fair values of the portfolio balances of another third-party professional’s pricing service. To date, all of our marketable securities can be valued using one of these two methodologies. Based on our valuation of our marketable securities, we concluded that they are classified in either Level 1 or Level 2 and we have no financial assets or liabilities measured using Level 3 inputs. The following tables present information about our assets that are measured at fair value on a recurring basis using the above input categories (in thousands): Fair Value Measurements as of Description Level 1 Level 2 Total U.S. agency obligations $ — $ 1,025,683 $ 1,025,683 U.S. treasury securities 219,260 — 219,260 U.S. corporate securities — 141,428 141,428 Commercial paper — 296,362 296,362 Money market funds 222,069 — 222,069 $ 441,329 $ 1,463,473 $ 1,904,802 Included in cash and cash equivalents $ 242,421 Included in marketable securities $ 1,662,381 Fair Value Measurements as of Description Level 1 Level 2 Total U.S. agency obligations $ — $ 1,018,235 $ 1,018,235 U.S. treasury securities 338,665 — 338,665 U.S. corporate securities — 135,083 135,083 Commercial paper — 177,389 177,389 Money market funds 148,961 — 148,961 $ 487,626 $ 1,330,707 $ 1,818,333 Included in cash and cash equivalents $ 148,961 Included in marketable securities $ 1,669,372 Financial Liabilities The carrying amounts and estimated fair values of financial instruments not recorded at fair value are as follows (in thousands): July 31, 2016 January 31, 2016 Net Carrying Amount Before Unamortized Debt Issuance Costs Estimated Fair Value Net Carrying Amount Before Unamortized Debt Issuance Costs Estimated Fair Value 0.75% Convertible senior notes $ 317,705 $ 410,732 $ 310,013 $ 362,250 1.50% Convertible senior notes 208,479 309,330 203,923 264,063 The difference between the principal amount of the notes, $350 million for the 0.75% convertible senior notes and $250 million for the 1.50% convertible senior notes, and the net carrying amount before unamortized debt issuance costs represents the unamortized debt discount (see Note 8). The estimated fair value of the convertible senior notes, which we have classified as Level 2 financial instruments, was determined based on the quoted bid price of the convertible senior notes in an over-the-counter market on the last trading day of each reporting period. Based on the closing price of our common stock of $83.34 on July 29, 2016, the if-converted value of the 0.75% convertible senior notes and the if-converted value of the 1.50% convertible senior notes were greater than their respective principal amounts. Derivative Financial Instruments We conduct business on a global basis in multiple foreign currencies, subjecting Workday to foreign currency risk. To mitigate this risk, we utilize hedging contracts as described below. We do not enter into any derivatives for trading or speculative purposes. Our foreign currency contracts are classified within Level 2 because the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates. Cash Flow Hedges We are exposed to foreign currency fluctuations resulting from customer contracts denominated in foreign currencies. We have a hedging program in which we enter into foreign currency forward contracts related to certain customer contracts. We designate these forward contracts as cash flow hedging instruments as the accounting criteria for such designation have been met. The effective portion of the gains or losses resulting from changes in the fair value of these hedges is recorded in Accumulated other comprehensive income (loss) (OCI) on the condensed consolidated balance sheets and will be subsequently reclassified to the related revenue line item in the condensed consolidated statements of operations in the same period that the underlying revenues are earned. The changes in value of these contracts resulting from changes in forward points on our forward contracts are excluded from the assessment of hedge effectiveness and are recorded as incurred in Other expense, net in the condensed consolidated statements of operations. As of July 31, 2016 and January 31, 2016 , we had 122 and 65 outstanding foreign currency forward contracts designated as cash flow hedges with total notional values of $205 million and $133 million , respectively. All contracts have maturities not greater than 15 months. The notional value represents the amount that will be bought or sold upon maturity of the forward contract. During the three and six months ended July 31, 2016 , all cash flow hedges were considered effective. Foreign Currency Forward Contracts not Designated as Hedges We also enter into foreign currency forward contracts to hedge a portion of our net outstanding monetary assets and liabilities. These forward contracts are not designated as hedging instruments under applicable accounting guidance, and therefore all changes in the fair value of the forward contracts are recorded in Other expense, net in our condensed consolidated statements of operations. These forward contracts are intended to offset the foreign currency gains or losses associated with the underlying monetary assets and liabilities. As of July 31, 2016 and January 31, 2016 , we had 34 and 21 outstanding forward contracts with total notional values of $42 million and $22 million , respectively. All contracts have maturities not greater than 15 months. The fair values of outstanding derivative instruments were as follows (in thousands): Condensed Consolidated Balance Sheets Location July 31, January 31, Derivative Assets: Foreign currency forward contracts designated as cash flow hedges Prepaid expenses and other current assets $ 2,845 $ 4,695 Foreign currency forward contracts not designated as hedges Prepaid expenses and other current assets 577 605 Derivative Liabilities: Foreign currency forward contracts designated as cash flow hedges Accrued expenses and other current liabilities $ 3,897 $ 98 Foreign currency forward contracts not designated as hedges Accrued expenses and other current liabilities 426 56 Gains (losses) associated with foreign currency forward contracts designated as cash flow hedges were as follows (in thousands): Condensed Consolidated Statement of Operations and Statement of Comprehensive Loss Locations Three Months Ended Six Months Ended 2016 2015 2016 2015 Gains (losses) recognized in OCI (effective portion) (1) Net change in market value of effective foreign currency forward exchange contracts $ 6,453 $ 1,018 $ (4,501 ) $ 997 Gains (losses) reclassified from OCI into income (effective portion) Revenues 143 — 253 — Gains (losses) recognized in income (amount excluded from effectiveness testing and ineffective portion) Other expense, net 165 20 316 42 (1) Of the total effective portion of foreign currency forward contracts designated as cash flow hedges as of July 31, 2016 , net gains of $0.2 million are expected to be reclassified out of Accumulated other comprehensive income (loss) within the next 12 months. Gains (losses) associated with foreign currency forward contracts not designated as cash flow hedges were as follows (in thousands): Condensed Consolidated Statement of Operations Location Three Months Ended Six Months Ended Derivative Type 2016 2015 2016 2015 Foreign currency forward contracts not designated as hedges Other expense, net $ 1,098 $ 17 $ (541 ) $ 78 We are subject to master netting agreements with certain counterparties of the foreign exchange contracts, under which we are permitted to net settle transactions of the same currency with a single net amount payable by one party to the other. It is our policy to present the derivatives gross in the condensed consolidated balance sheets. Our foreign currency forward contracts are not subject to any credit contingent features or collateral requirements and we do not believe we are subject to significant counterparty concentration risk given the short-term nature, volume, and size of the derivative contracts outstanding. As of July 31, 2016 , information related to these offsetting arrangements was as follows (in thousands): Gross Amounts of Recognized Assets Gross Amounts Offset in the Condensed Consolidated Balance Sheets Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheets Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets Net Assets Exposed Financial Instruments Cash Collateral Received Derivative Assets Counterparty A $ 199 $ — $ 199 $ (199 ) $ — $ — Counterparty B 3,223 — 3,223 (3,223 ) — — Total $ 3,422 $ — $ 3,422 $ (3,422 ) $ — $ — Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Condensed Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheets Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets Net Liabilities Exposed Financial Instruments Cash Collateral Pledged Derivative Liabilities Counterparty A $ 1,947 $ — $ 1,947 $ (199 ) $ — $ 1,748 Counterparty B 2,376 — 2,376 (3,223 ) — (847 ) Total $ 4,323 $ — $ 4,323 $ (3,422 ) $ — $ 901 |
Convertible Senior Notes, Net
Convertible Senior Notes, Net | 6 Months Ended |
Jul. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes, Net | Convertible Senior Notes, Net Convertible Senior Notes In June 2013, we issued 0.75% convertible senior notes due July 15, 2018 (2018 Notes) with a principal amount of $350 million . The 2018 Notes are unsecured, unsubordinated obligations, and interest is payable in cash in arrears at a fixed rate of 0.75% on January 15 and July 15 of each year. The 2018 Notes mature on July 15, 2018 unless repurchased or converted in accordance with their terms prior to such date. We cannot redeem the 2018 Notes prior to maturity. Concurrently, we issued 1.50% convertible senior notes due July 15, 2020 (2020 Notes) with a principal amount of $250 million (together with the 2018 Notes, referred to as the Notes). The 2020 Notes are unsecured, unsubordinated obligations, and interest is payable in cash in arrears at a fixed rate of 1.50% on January 15 and July 15 of each year. The 2020 Notes mature on July 15, 2020 unless repurchased or converted in accordance with their terms prior to such date. We cannot redeem the 2020 Notes prior to maturity. The terms of the Notes are governed by Indentures by and between us and Wells Fargo Bank, National Association, as Trustee (the Indentures). Upon conversion, holders of the Notes will receive cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election. For the 2018 Notes, the initial conversion rate is 12.0075 shares of Class A common stock per $1,000 principal amount, which is equal to an initial conversion price of approximately $83.28 per share of Class A common stock, subject to adjustment. Prior to the close of business on March 14, 2018 , the conversion is subject to the satisfaction of certain conditions as described below. For the 2020 Notes, the initial conversion rate is 12.2340 shares of Class A common stock per $1,000 principal amount, which is equal to an initial conversion price of approximately $81.74 per share of Class A common stock, subject to adjustment. Prior to the close of business on March 13, 2020 , the conversion is subject to the satisfaction of certain conditions, as described below. Holders of the Notes who convert their Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indentures) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the Indentures), holders of the Notes may require us to repurchase all or a portion of their Notes at a price equal to 100% of the principal amount of the Notes, plus any accrued and unpaid interest. Holders of the Notes may convert all or a portion of their Notes prior to the close of business on March 14, 2018 for the 2018 Notes and March 13, 2020 for the 2020 Notes, in multiples of $1,000 principal amount, only under the following circumstances: • if the last reported sale price of Class A common stock for at least twenty trading days during a period of thirty consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the respective Notes on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the respective Notes for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate of the respective Notes on such trading day; or • upon the occurrence of specified corporate events, as noted in the Indentures. In accounting for the issuance of the Notes, we separated each of the Notes into liability and equity components. The carrying amounts of the liability components were calculated by measuring the fair value of similar liabilities that do not have associated convertible features. The carrying amount of the equity components representing the conversion option were determined by deducting the fair value of the liability components from the par value of the respective Notes. These differences represent debt discounts that are amortized to interest expense over the respective terms of the Notes. The equity components are not remeasured as long as they continue to meet the conditions for equity classification. We allocated the total issuance costs incurred to the Notes on a prorated basis using the aggregate principal balances. In accounting for the issuance costs related to the Notes, we allocated the total amount of issuance costs incurred to liability and equity components. Issuance costs attributable to the liability components are being amortized to interest expense over the respective terms of the Notes, and the issuance costs attributable to the equity components were netted against the respective equity components in Additional paid-in capital. For the 2018 Notes, we recorded liability issuance costs of $7 million and equity issuance costs of $2 million . Amortization expense for the liability issuance costs was $0.4 million and $0.7 million for each of the three and six month periods ended July 31, 2016 and 2015 . For the 2020 Notes, we recorded liability issuance costs of $5 million and equity issuance costs of $2 million . Amortization expense for the liability issuance costs was $0.2 million and $0.3 million for each of the three and six month periods ended July 31, 2016 and 2015 . The Notes, net consisted of the following (in thousands): July 31, 2016 January 31, 2016 2018 Notes 2020 Notes 2018 Notes 2020 Notes Principal amounts: Principal $ 350,000 $ 250,000 $ 350,000 $ 250,000 Unamortized debt discount (1) (32,295 ) (41,521 ) (39,987 ) (46,077 ) Net carrying amount before unamortized debt issuance costs 317,705 208,479 310,013 203,923 Unamortized debt issuance costs (1) (2,754 ) (2,665 ) (3,458 ) (3,002 ) Net carrying amount $ 314,951 $ 205,814 $ 306,555 $ 200,921 Carrying amount of the equity component (2) $ 74,892 $ 66,007 $ 74,892 $ 66,007 (1) Included in the condensed consolidated balance sheets within Convertible senior notes, net and amortized over the remaining lives of the Notes on the straight-line basis as it approximates the effective interest rate method. (2) Included in the condensed consolidated balance sheets within Additional paid-in capital, net of $2 million and $2 million for the 2018 Notes and 2020 Notes, respectively, in equity issuance costs. As of July 31, 2016 , the remaining life of the 2018 Notes and 2020 Notes is approximately 23 months and 47 months, respectively. The effective interest rates of the liability components of the 2018 Notes and 2020 Notes are 5.75% and 6.25% , respectively. These interest rates were based on the interest rates of similar liabilities at the time of issuance that did not have associated convertible features. The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2016 2015 2016 2015 2018 2020 2018 2020 2018 2020 2018 2020 Contractual interest expense $ 657 $ 937 $ 657 $ 937 $ 1,313 $ 1,875 $ 1,313 $ 1,875 Interest cost related to amortization of debt issuance costs 352 170 352 169 704 337 704 337 Interest cost related to amortization of the debt discount 3,873 2,295 3,658 2,157 7,692 4,556 7,264 4,281 Notes Hedges In connection with the issuance of the Notes, we entered into convertible note hedge transactions with respect to our Class A common stock (Purchased Options). The Purchased Options cover, subject to anti-dilution adjustments substantially identical to those in the Notes, approximately 7.3 million shares of our Class A common stock and are exercisable upon conversion of the Notes. The Purchased Options have initial exercise prices that correspond to the initial conversion prices of the 2018 Notes and 2020 Notes, respectively, subject to anti-dilution adjustments substantially similar to those in the Notes. The Purchased Options will expire in 2018 for the 2018 Notes and in 2020 for the 2020 Notes, if not earlier exercised. The Purchased Options are intended to offset potential economic dilution to our Class A common stock upon any conversion of the Notes. The Purchased Options are separate transactions and are not part of the terms of the Notes. We paid an aggregate amount of $144 million for the Purchased Options, which is included in Additional paid-in capital in the condensed consolidated balance sheets. Warrants In connection with the issuance of the Notes, we also entered into warrant transactions to sell warrants (the Warrants) to acquire, subject to anti-dilution adjustments, up to approximately 4.2 million shares in July 2018 and 3.1 million shares in July 2020 of our Class A common stock at an exercise price of $107.96 per share. If the Warrants are not exercised on their exercise dates, they will expire. If the market value per share of our Class A common stock exceeds the applicable exercise price of the Warrants, the Warrants will have a dilutive effect on our earnings per share assuming that we are profitable. The Warrants are separate transactions, and are not part of the terms of the Notes or the Purchased Options. We received aggregate proceeds of $93 million from the sale of the Warrants, which is recorded in Additional paid-in capital in the condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Facility-related Commitments We have entered into non-cancelable operating lease agreements for certain of our offices and data centers in the U.S. and other countries with various expiration dates. Certain of our office leases are with an affiliate of our Chairman, David Duffield, who is also a significant stockholder (see Note 14). The operating lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. This includes payments for office and data center square footage, as well as data center power capacity for certain data centers. We generally recognize these expenses on a straight-line basis over the period in which we benefit from the lease and we have accrued for rent expense incurred but not paid. Total rent expense was $17 million and $10 million for the three months ended July 31, 2016 and 2015 , respectively, and $34 million and $20 million for the six months ended July 31, 2016 and 2015 , respectively. In January 2014, we entered into a 95 -year lease for a 6.9 -acre parcel of vacant land in Pleasanton, California, under which we paid $2 million for base rent from commencement through December 31, 2020. Annual rent payments of $0.2 million plus increases based on increases in the consumer price index begin on January 1, 2021 and continue through the end of the lease. We started construction of our new development center, consisting of approximately 410,000 square feet of office space, on this property in the first quarter of fiscal 2017. Legal Matters We are a party to various legal proceedings and claims which arise in the ordinary course of business. In our opinion, as of July 31, 2016 , there was not at least a reasonable possibility that we had incurred a material loss, or a material loss in excess of a recorded accrual, with respect to such loss contingencies. |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 6 Months Ended |
Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock and Stockholders' Equity | Common Stock and Stockholders’ Equity Common Stock As of July 31, 2016 , there were 122 million shares of Class A common stock and 77 million shares of Class B common stock outstanding. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock can be converted into a share of Class A common stock at any time at the option of the holder. Employee Equity Plans Our 2012 Equity Incentive Plan (EIP) serves as the successor to our 2005 Stock Plan (together with the EIP, the Stock Plans). Pursuant to the terms of the EIP, the share reserve increased by 10 million shares on March 31, 2016, and as of July 31, 2016 , we had approximately 59 million shares of Class A common stock available for future grants. We also have a 2012 Employee Stock Purchase Plan (ESPP). Under the ESPP, eligible employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about June 16 and December 16 and exercisable on or about the succeeding December 15 and June 15, respectively, of each year. Pursuant to the terms of the ESPP, the share reserve increased by 2 million shares on March 31, 2016. As of July 31, 2016 , 6 million shares of Class A common stock were available for issuance under the ESPP. Stock Options The Stock Plans provide for the issuance of incentive and nonstatutory options to employees and non-employees. Prior to our initial public offering, we also issued nonstatutory options outside of the Stock Plans. Options issued under the Stock Plans generally are exercisable for periods not to exceed 10 years and generally vest over five years. A summary of information related to stock option activity during the six months ended July 31, 2016 is as follows: Outstanding Stock Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in millions) Balance as of January 31, 2016 12,862,976 $ 4.21 $ 756 Stock option grants — — Stock options exercised (2,056,059 ) $ 3.64 Stock options canceled (64,539 ) $ 9.73 Balance as of July 31, 2016 10,742,378 $ 4.28 $ 849 Vested and expected to vest as of July 31, 2016 10,710,095 $ 4.27 $ 847 Exercisable as of July 31, 2016 10,095,731 $ 3.93 $ 736 As of July 31, 2016 , there was a total of $9 million in unrecognized compensation cost related to unvested stock options which is expected to be recognized over a weighted-average period of approximately 1 year. Common Stock Subject to Repurchase The Stock Plans allow for the early exercise of stock options for certain individuals as determined by the board of directors. We have the right to purchase at the original exercise price any unvested (but issued) common shares during the repurchase period following termination of services of an employee. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. The shares and liabilities are reclassified into equity as the awards vest. We had $2 million and $3 million recorded in liabilities related to early exercises of stock options as of July 31, 2016 and January 31, 2016 , respectively. Restricted Stock Units The Stock Plans provide for the issuance of restricted stock units ("RSUs") to employees. RSUs generally vest over four years. A summary of information related to RSU activity during the six months ended July 31, 2016 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Balance as of January 31, 2016 9,211,082 $ 81.48 RSUs granted 5,563,165 $ 74.34 RSUs vested (2,201,706 ) $ 82.04 RSUs forfeited (327,344 ) $ 81.74 Balance as of July 31, 2016 12,245,197 $ 78.13 As of July 31, 2016 , there was a total of $850 million in unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.9 years. Restricted Stock Awards The Stock Plans provide for the issuance of restricted stock awards to employees. Restricted stock awards generally vest over five years. Under the EIP, 0.4 million restricted awards of Class B common stock are outstanding with weighted average grant date fair value of $12.97 , all of which are subject to forfeiture as of July 31, 2016 . During the six months ended July 31, 2016 , 0.1 million shares of restricted stock awards vested with weighted average grant date fair value of $12.67 . As of July 31, 2016 , there was a total of $4 million in unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a weighted-average period of approximately 1.4 years. Performance-based Restricted Stock Units During the first quarter of fiscal 2017, 0.1 million shares of performance-based restricted stock units (PRSUs) were granted to the Chairman of the Board, Chief Executive Officer and certain of Workday’s executive management. These PRSU awards include performance conditions and service conditions, and will generally vest over four years if the performance conditions are achieved for the fiscal year ended January 31, 2017. As of July 31, 2016 , vesting of the PRSUs was not considered probable. As a result, no additional compensation expense was recognized and all previous expense related to the PRSUs was reversed. Additionally, during the second quarter of fiscal 2017, 0.3 million shares of PRSUs were granted to all employees other than executive management and include performance conditions related to company-wide goals and service conditions. We expect to grant additional shares related to this program for employees hired in fiscal 2017. These PRSU awards will vest if the performance conditions are achieved for the fiscal year ended January 31, 2017 and if the individual employee continues to provide service through the vesting date of March 15, 2017. |
Other Expense, Net
Other Expense, Net | 6 Months Ended |
Jul. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Expense, Net | Other Expense, Net Other expense, net consisted of the following (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2016 2015 2016 2015 Interest income $ 2,897 $ 998 $ 5,111 $ 1,953 Interest expense (1) (7,914 ) (7,952 ) (15,945 ) (15,837 ) Gain from sale of cost method investment 65 3,220 65 3,220 Impairment of cost method investment (15,000 ) — (15,000 ) — Other income (expense) (1,241 ) (45 ) (1,262 ) (351 ) Other expense, net $ (21,193 ) $ (3,779 ) $ (27,031 ) $ (11,015 ) (1) Interest expense includes the contractual interest expense related to the 2018 Notes and 2020 Notes and non-cash interest related to amortization of the debt discount and debt issuance costs (see Note 8). |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We compute the year-to-date income tax provision by applying the estimated annual effective tax rate to the year-to-date pre-tax income or loss and adjust for discrete tax items in the period. We reported a tax provision of $1 million for the six months ended July 31, 2016 and a tax benefit of $1 million for the six months ended July 31, 2015. The income tax provision of $1 million for the six months ended July 31, 2016 was primarily attributable to $2 million state taxes and income tax expense in profitable foreign jurisdictions and $1 million benefit from the release of valuation allowances which resulted from certain acquired intangible assets from a business acquisition during the current quarter. The tax benefits of $1 million for the six months ended July 31, 2015 consisted of $2 million provision primarily resulting from income tax expense in profitable foreign jurisdictions and U.S. income tax expense on estimated taxable income before considering the realization of excess benefits from stock based compensation; and $3 million tax benefit from the release of an acquired uncertain tax position including interest and penalties due to the lapse of statute of limitations. We are subject to income tax audits in the U.S. and foreign jurisdictions. We record liabilities related to uncertain tax positions and believe that we have provided adequate reserves for income tax uncertainties in all open tax years. Due to our history of tax losses, all years remain open to tax audit. We periodically evaluate the realizability of our net deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on our ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. As of July 31, 2016, we intend to continue maintaining a full valuation allowance on our deferred tax assets except for certain foreign jurisdictions. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jul. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including our outstanding stock options, outstanding warrants, common stock related to unvested early exercised stock options, common stock related to unvested restricted stock awards and convertible senior notes to the extent dilutive, and common stock issuable pursuant to the ESPP. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive. The net loss per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common shares and Class B common shares as if the loss for the year had been distributed. As the liquidation and dividend rights are identical, the net loss attributable to common stockholders is allocated on a proportionate basis. We consider shares issued upon the early exercise of options subject to repurchase and unvested restricted stock awards to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of our declaration of a dividend for common shares. In future periods, to the extent we are profitable, we will subtract earnings allocated to these participating securities from net income to determine net income attributable to common stockholders. The following table presents the calculation of basic and diluted net loss attributable to common stockholders per share (in thousands, except per share data): Three Months Ended July 31, Six Months Ended July 31, 2016 2015 2016 2015 Class A Class B Class A Class B Class A Class B Class A Class B Net loss per share, basic and diluted: Numerator: Allocation of distributed net loss $ (66,079 ) $ (41,946 ) $ (40,382 ) $ (29,039 ) $ (114,733 ) $ (73,914 ) $ (75,376 ) $ (55,603 ) Denominator: Weighted-average common shares outstanding 120,642 76,581 110,150 79,210 119,136 76,751 108,411 79,971 Basic and diluted net loss per share $ (0.55 ) $ (0.55 ) $ (0.37 ) $ (0.37 ) $ (0.96 ) $ (0.96 ) $ (0.70 ) $ (0.70 ) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows (in thousands): As of July 31, 2016 2015 Outstanding common stock options 10,743 14,622 Shares subject to repurchase 363 892 Unvested restricted stock awards, units, and PRSUs 12,993 10,227 Shares related to the convertible senior notes 7,261 7,261 Shares subject to warrants related to the issuance of convertible senior notes 7,261 7,261 Shares issuable pursuant to the ESPP 359 264 38,980 40,527 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jul. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions We currently lease certain office space from an affiliate of our Chairman, Mr. Duffield, adjacent to our corporate headquarters in Pleasanton, California under various lease agreements. The average term of the agreements is 10 years and the total rent due under the agreements is $8 million for the fiscal year ended January 31, 2017 , and $90 million in total. Rent expense under these agreements was $2 million for each of the three month periods ended July 31, 2016 and 2015 , respectively, and $4 million and $3 million for the six months ended July 31, 2016 and 2015 , respectively. |
Geographic Information
Geographic Information | 6 Months Ended |
Jul. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information Revenues Revenue by geography is generally based on the address of the customer as defined in our master subscription agreement. The following tables set forth revenue by geographic area (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2016 2015 2016 2015 United States $ 312,148 $ 237,058 $ 597,167 $ 447,339 International 65,575 45,638 125,986 86,314 Total $ 377,723 $ 282,696 $ 723,153 $ 533,653 No single country other than the United States had revenues greater than 10% of total revenues for the three and six months ended July 31, 2016 and 2015 . No customer individually accounted for more than 10% of our accounts receivable, net as of July 31, 2016 or January 31, 2016 . Long-Lived Assets We attribute our long-lived assets, which primarily consist of property and equipment, to a country based on the physical location of the assets. The following table sets forth property and equipment by geographic area (in thousands): July 31, January 31, United States $ 210,564 $ 176,398 Ireland 36,842 29,451 International 7,712 8,309 Total $ 255,118 $ 214,158 |
401(k) Plan
401(k) Plan | 6 Months Ended |
Jul. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Plan | 401(k) Plan We have a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code covering eligible employees. In the second quarter of fiscal 2017, we began to match a certain portion of employee contributions up to a fixed maximum per employee. We incurred expense for contributions under the defined contribution plan of less than $1 million for each of the three and six month periods ended July 31, 2016. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 5, 2016, we purchased real property located in Pleasanton, California. The real property includes land together with an office building of approximately 209,000 square feet and parking structures. The purchase price was $47 million and was paid for with available cash. On August 5, 2016, we acquired a leading provider of operational analytics and data discovery tools for approximately $156 million in cash. We are still in the process of preparing the initial accounting of the transaction and will establish a preliminary purchase price allocation with respect to this transaction by the end of the third quarter of fiscal 2017. |
Overview and Basis of Present24
Overview and Basis of Presentation (Policies) | 6 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The condensed consolidated financial statements include the results of Workday, Inc. and its wholly-owned subsidiaries. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of our management, the information contained herein reflects all adjustments necessary for a fair presentation of Workday’s results of operations, financial position and cash flows. All such adjustments are of a normal, recurring nature. The results of operations for the quarter ended July 31, 2016 shown in this report are not necessarily indicative of results to be expected for the full year ending January 31, 2017 . The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2016 , filed on March 22, 2016. There have been no changes to our significant accounting policies described in the annual report that have had a material impact on our condensed consolidated financial statements and related notes. Certain prior period amounts reported in our condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period presentation. The reclassifications were immaterial and had no effect on previously reported operating results or financial position. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, the determination of the relative selling prices for our services, certain assumptions used in the valuation of equity awards and the fair value of assets acquired and liabilities assumed through business combinations. Actual results could differ from those estimates and such differences could be material to our condensed consolidated financial position and results of operations. |
Segment Information | Segment Information We operate in one operating segment, cloud applications. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and assessing performance. Our chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. Since we operate in one operating segment, which is equivalent to our reportable segment, all required financial segment information can be found in the condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements On May 28, 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers . The standard provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for our fiscal year beginning February 1, 2018. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. On January 5, 2016, the FASB issued ASU 2016-01 regarding ASC Topic 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities . The standard requires entities to carry all investments in equity securities at fair value through net income. The guidance is effective for our fiscal year beginning February 1, 2018. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . These amendments require the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently classified as operating leases under ASC 840 “Leases”. The guidance is effective for our fiscal year beginning February 1, 2019. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, and classification in the statement of cash flows. The guidance is effective for our fiscal year beginning February 1, 2017. Early adoption is permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. |
Marketable Securities | We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisitions, even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond 12 months as current assets in the accompanying condensed consolidated balance sheets. Marketable securities on the condensed consolidated balance sheets consist of securities with original maturities at the time of purchase greater than three months and the remainder of the securities is reflected in cash and cash equivalents. |
Fair Value Measurements | We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires that we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs that are supported by little or no market activity. |
Fair Value of Financial Instruments | We value our marketable securities using quoted prices for identical instruments in active markets when available. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using independent reports that utilize quoted market prices for comparable instruments. We validate, on a sample basis, the derived prices provided by the independent pricing vendors by comparing their assessment of the fair values of our investments against the fair values of the portfolio balances of another third-party professional’s pricing service. To date, all of our marketable securities can be valued using one of these two methodologies. |
Net Loss Per Share | Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including our outstanding stock options, outstanding warrants, common stock related to unvested early exercised stock options, common stock related to unvested restricted stock awards and convertible senior notes to the extent dilutive, and common stock issuable pursuant to the ESPP. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive. The net loss per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common shares and Class B common shares as if the loss for the year had been distributed. As the liquidation and dividend rights are identical, the net loss attributable to common stockholders is allocated on a proportionate basis. We consider shares issued upon the early exercise of options subject to repurchase and unvested restricted stock awards to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of our declaration of a dividend for common shares. In future periods, to the extent we are profitable, we will subtract earnings allocated to these participating securities from net income to determine net income attributable to common stockholders. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities | At July 31, 2016 , marketable securities consisted of the following (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Aggregate Fair Value U.S. agency obligations $ 1,024,936 $ 785 $ (38 ) $ 1,025,683 U.S. treasury securities 219,052 209 (1 ) 219,260 U.S. corporate securities 141,416 41 (29 ) 141,428 Commercial paper 296,362 — — 296,362 Money market funds 222,069 — — 222,069 $ 1,903,835 $ 1,035 $ (68 ) $ 1,904,802 Included in cash and cash equivalents $ 242,421 $ — $ — $ 242,421 Included in marketable securities $ 1,661,414 $ 1,035 $ (68 ) $ 1,662,381 At January 31, 2016 , marketable securities consisted of the following (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Aggregate Fair Value U.S. agency obligations $ 1,018,513 $ 127 $ (405 ) $ 1,018,235 U.S. treasury securities 338,736 70 (141 ) 338,665 U.S. corporate securities 135,065 36 (18 ) 135,083 Commercial paper 177,390 — (1 ) 177,389 Money market funds 148,961 — — 148,961 $ 1,818,665 $ 233 $ (565 ) $ 1,818,333 Included in cash and cash equivalents $ 148,961 $ — $ — $ 148,961 Included in marketable securities $ 1,669,704 $ 233 $ (565 ) $ 1,669,372 |
Deferred Costs (Tables)
Deferred Costs (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Deferred Costs | Deferred costs consisted of the following (in thousands): July 31, January 31, Current: Deferred professional service costs $ 801 $ 895 Deferred sales commissions 21,863 20,922 Total $ 22,664 $ 21,817 Noncurrent: Deferred professional service costs $ — $ 360 Deferred sales commissions 32,488 29,714 Total $ 32,488 $ 30,074 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): July 31, January 31, Land $ 3,504 $ — Buildings 30,893 4,280 Computers, equipment and software 262,985 230,705 Computers, equipment and software acquired under capital leases 19,979 24,400 Furniture and fixtures 22,856 18,894 Leasehold improvements 102,351 86,282 442,568 364,561 Less accumulated depreciation and amortization (187,450 ) (150,403 ) Property and equipment, net $ 255,118 $ 214,158 |
Goodwill and Acquisition-rela28
Goodwill and Acquisition-related Intangible Assets, Net (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Acquisition-related Intangible Assets, Net | Goodwill and acquisition-related intangible assets, net consisted of the following (in thousands): July 31, January 31, Acquired developed technology $ 23,500 $ 20,461 Customer relationship assets 338 338 23,838 20,799 Less accumulated amortization (8,034 ) (5,308 ) Acquisition-related intangible assets, net 15,804 15,491 Goodwill 52,819 50,325 Goodwill and acquisition-related intangible assets, net $ 68,623 $ 65,816 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of July 31, 2016, our future estimated amortization expense related to the acquired developed technology is as follows (in thousands): Fiscal Period: 2017 $ 3,043 2018 4,953 2019 4,570 2020 2,921 2021 317 Total $ 15,804 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following (in thousands): July 31, January 31, Cost method investments $ 13,592 $ 28,742 Acquired land leasehold interest, net 9,728 9,781 Technology patents, net 2,559 3,020 Other 17,606 16,195 Total $ 43,485 $ 57,738 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Information about Assets that are Measured at Fair Value on a Recurring Basis | The following tables present information about our assets that are measured at fair value on a recurring basis using the above input categories (in thousands): Fair Value Measurements as of Description Level 1 Level 2 Total U.S. agency obligations $ — $ 1,025,683 $ 1,025,683 U.S. treasury securities 219,260 — 219,260 U.S. corporate securities — 141,428 141,428 Commercial paper — 296,362 296,362 Money market funds 222,069 — 222,069 $ 441,329 $ 1,463,473 $ 1,904,802 Included in cash and cash equivalents $ 242,421 Included in marketable securities $ 1,662,381 Fair Value Measurements as of Description Level 1 Level 2 Total U.S. agency obligations $ — $ 1,018,235 $ 1,018,235 U.S. treasury securities 338,665 — 338,665 U.S. corporate securities — 135,083 135,083 Commercial paper — 177,389 177,389 Money market funds 148,961 — 148,961 $ 487,626 $ 1,330,707 $ 1,818,333 Included in cash and cash equivalents $ 148,961 Included in marketable securities $ 1,669,372 |
Summary of Carrying Amounts and Estimated Fair Values of Financial Instruments | The carrying amounts and estimated fair values of financial instruments not recorded at fair value are as follows (in thousands): July 31, 2016 January 31, 2016 Net Carrying Amount Before Unamortized Debt Issuance Costs Estimated Fair Value Net Carrying Amount Before Unamortized Debt Issuance Costs Estimated Fair Value 0.75% Convertible senior notes $ 317,705 $ 410,732 $ 310,013 $ 362,250 1.50% Convertible senior notes 208,479 309,330 203,923 264,063 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair values of outstanding derivative instruments were as follows (in thousands): Condensed Consolidated Balance Sheets Location July 31, January 31, Derivative Assets: Foreign currency forward contracts designated as cash flow hedges Prepaid expenses and other current assets $ 2,845 $ 4,695 Foreign currency forward contracts not designated as hedges Prepaid expenses and other current assets 577 605 Derivative Liabilities: Foreign currency forward contracts designated as cash flow hedges Accrued expenses and other current liabilities $ 3,897 $ 98 Foreign currency forward contracts not designated as hedges Accrued expenses and other current liabilities 426 56 |
Derivative Instruments, Gain (Loss) | Gains (losses) associated with foreign currency forward contracts designated as cash flow hedges were as follows (in thousands): Condensed Consolidated Statement of Operations and Statement of Comprehensive Loss Locations Three Months Ended Six Months Ended 2016 2015 2016 2015 Gains (losses) recognized in OCI (effective portion) (1) Net change in market value of effective foreign currency forward exchange contracts $ 6,453 $ 1,018 $ (4,501 ) $ 997 Gains (losses) reclassified from OCI into income (effective portion) Revenues 143 — 253 — Gains (losses) recognized in income (amount excluded from effectiveness testing and ineffective portion) Other expense, net 165 20 316 42 (1) Of the total effective portion of foreign currency forward contracts designated as cash flow hedges as of July 31, 2016 , net gains of $0.2 million are expected to be reclassified out of Accumulated other comprehensive income (loss) within the next 12 months. Gains (losses) associated with foreign currency forward contracts not designated as cash flow hedges were as follows (in thousands): Condensed Consolidated Statement of Operations Location Three Months Ended Six Months Ended Derivative Type 2016 2015 2016 2015 Foreign currency forward contracts not designated as hedges Other expense, net $ 1,098 $ 17 $ (541 ) $ 78 |
Offsetting Assets | As of July 31, 2016 , information related to these offsetting arrangements was as follows (in thousands): Gross Amounts of Recognized Assets Gross Amounts Offset in the Condensed Consolidated Balance Sheets Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheets Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets Net Assets Exposed Financial Instruments Cash Collateral Received Derivative Assets Counterparty A $ 199 $ — $ 199 $ (199 ) $ — $ — Counterparty B 3,223 — 3,223 (3,223 ) — — Total $ 3,422 $ — $ 3,422 $ (3,422 ) $ — $ — |
Offsetting Liabilities | Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Condensed Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheets Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets Net Liabilities Exposed Financial Instruments Cash Collateral Pledged Derivative Liabilities Counterparty A $ 1,947 $ — $ 1,947 $ (199 ) $ — $ 1,748 Counterparty B 2,376 — 2,376 (3,223 ) — (847 ) Total $ 4,323 $ — $ 4,323 $ (3,422 ) $ — $ 901 |
Convertible Senior Notes, Net (
Convertible Senior Notes, Net (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Senior Notes | The Notes, net consisted of the following (in thousands): July 31, 2016 January 31, 2016 2018 Notes 2020 Notes 2018 Notes 2020 Notes Principal amounts: Principal $ 350,000 $ 250,000 $ 350,000 $ 250,000 Unamortized debt discount (1) (32,295 ) (41,521 ) (39,987 ) (46,077 ) Net carrying amount before unamortized debt issuance costs 317,705 208,479 310,013 203,923 Unamortized debt issuance costs (1) (2,754 ) (2,665 ) (3,458 ) (3,002 ) Net carrying amount $ 314,951 $ 205,814 $ 306,555 $ 200,921 Carrying amount of the equity component (2) $ 74,892 $ 66,007 $ 74,892 $ 66,007 (1) Included in the condensed consolidated balance sheets within Convertible senior notes, net and amortized over the remaining lives of the Notes on the straight-line basis as it approximates the effective interest rate method. (2) Included in the condensed consolidated balance sheets within Additional paid-in capital, net of $2 million and $2 million for the 2018 Notes and 2020 Notes, respectively, in equity issuance costs. |
Schedule of Interest Expense Recognized Related to Convertible Senior Notes | The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2016 2015 2016 2015 2018 2020 2018 2020 2018 2020 2018 2020 Contractual interest expense $ 657 $ 937 $ 657 $ 937 $ 1,313 $ 1,875 $ 1,313 $ 1,875 Interest cost related to amortization of debt issuance costs 352 170 352 169 704 337 704 337 Interest cost related to amortization of the debt discount 3,873 2,295 3,658 2,157 7,692 4,556 7,264 4,281 |
Common Stock and Stockholders32
Common Stock and Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Information Related to Stock Option Activity | A summary of information related to stock option activity during the six months ended July 31, 2016 is as follows: Outstanding Stock Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in millions) Balance as of January 31, 2016 12,862,976 $ 4.21 $ 756 Stock option grants — — Stock options exercised (2,056,059 ) $ 3.64 Stock options canceled (64,539 ) $ 9.73 Balance as of July 31, 2016 10,742,378 $ 4.28 $ 849 Vested and expected to vest as of July 31, 2016 10,710,095 $ 4.27 $ 847 Exercisable as of July 31, 2016 10,095,731 $ 3.93 $ 736 |
Summary of Information Related to Restricted Stock Units Activity | A summary of information related to RSU activity during the six months ended July 31, 2016 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Balance as of January 31, 2016 9,211,082 $ 81.48 RSUs granted 5,563,165 $ 74.34 RSUs vested (2,201,706 ) $ 82.04 RSUs forfeited (327,344 ) $ 81.74 Balance as of July 31, 2016 12,245,197 $ 78.13 |
Other Expense, Net (Tables)
Other Expense, Net (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Expense, Net | Other expense, net consisted of the following (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2016 2015 2016 2015 Interest income $ 2,897 $ 998 $ 5,111 $ 1,953 Interest expense (1) (7,914 ) (7,952 ) (15,945 ) (15,837 ) Gain from sale of cost method investment 65 3,220 65 3,220 Impairment of cost method investment (15,000 ) — (15,000 ) — Other income (expense) (1,241 ) (45 ) (1,262 ) (351 ) Other expense, net $ (21,193 ) $ (3,779 ) $ (27,031 ) $ (11,015 ) (1) Interest expense includes the contractual interest expense related to the 2018 Notes and 2020 Notes and non-cash interest related to amortization of the debt discount and debt issuance costs (see Note 8). |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Net Income Per Share | The following table presents the calculation of basic and diluted net loss attributable to common stockholders per share (in thousands, except per share data): Three Months Ended July 31, Six Months Ended July 31, 2016 2015 2016 2015 Class A Class B Class A Class B Class A Class B Class A Class B Net loss per share, basic and diluted: Numerator: Allocation of distributed net loss $ (66,079 ) $ (41,946 ) $ (40,382 ) $ (29,039 ) $ (114,733 ) $ (73,914 ) $ (75,376 ) $ (55,603 ) Denominator: Weighted-average common shares outstanding 120,642 76,581 110,150 79,210 119,136 76,751 108,411 79,971 Basic and diluted net loss per share $ (0.55 ) $ (0.55 ) $ (0.37 ) $ (0.37 ) $ (0.96 ) $ (0.96 ) $ (0.70 ) $ (0.70 ) |
Summary of Diluted Net Loss Per Common Share | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows (in thousands): As of July 31, 2016 2015 Outstanding common stock options 10,743 14,622 Shares subject to repurchase 363 892 Unvested restricted stock awards, units, and PRSUs 12,993 10,227 Shares related to the convertible senior notes 7,261 7,261 Shares subject to warrants related to the issuance of convertible senior notes 7,261 7,261 Shares issuable pursuant to the ESPP 359 264 38,980 40,527 |
Geographic Information (Tables)
Geographic Information (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Revenues by Geographic Area | The following tables set forth revenue by geographic area (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2016 2015 2016 2015 United States $ 312,148 $ 237,058 $ 597,167 $ 447,339 International 65,575 45,638 125,986 86,314 Total $ 377,723 $ 282,696 $ 723,153 $ 533,653 |
Long-lived Assets by Geographic Areas | The following table sets forth property and equipment by geographic area (in thousands): July 31, January 31, United States $ 210,564 $ 176,398 Ireland 36,842 29,451 International 7,712 8,309 Total $ 255,118 $ 214,158 |
Overview and Basis of Present36
Overview and Basis of Presentation (Detail) | 6 Months Ended |
Jul. 31, 2016Segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable Securities (Detail) - USD ($) $ in Thousands | Jul. 31, 2016 | Jan. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 1,903,835 | $ 1,818,665 |
Unrealized Gains | 1,035 | 233 |
Unrealized Losses | (68) | (565) |
Aggregate Fair Value | 1,904,802 | 1,818,333 |
U.S. agency obligations | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,024,936 | 1,018,513 |
Unrealized Gains | 785 | 127 |
Unrealized Losses | (38) | (405) |
Aggregate Fair Value | 1,025,683 | 1,018,235 |
U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 219,052 | 338,736 |
Unrealized Gains | 209 | 70 |
Unrealized Losses | (1) | (141) |
Aggregate Fair Value | 219,260 | 338,665 |
U.S. corporate securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 141,416 | 135,065 |
Unrealized Gains | 41 | 36 |
Unrealized Losses | (29) | (18) |
Aggregate Fair Value | 141,428 | 135,083 |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 296,362 | 177,390 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | (1) |
Aggregate Fair Value | 296,362 | 177,389 |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 222,069 | 148,961 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Aggregate Fair Value | 222,069 | 148,961 |
Included in cash and cash equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 242,421 | 148,961 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Aggregate Fair Value | 242,421 | 148,961 |
Included in marketable securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,661,414 | 1,669,704 |
Unrealized Gains | 1,035 | 233 |
Unrealized Losses | (68) | (565) |
Aggregate Fair Value | $ 1,662,381 | $ 1,669,372 |
Marketable Securities (Detail)
Marketable Securities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Proceeds of sale of marketable securities | $ 28,652 | $ 19,524 | $ 28,852 | $ 29,524 |
Deferred Costs - Summary of Def
Deferred Costs - Summary of Deferred Costs (Detail) - USD ($) $ in Thousands | Jul. 31, 2016 | Jan. 31, 2016 |
Current: | ||
Deferred professional service costs | $ 801 | $ 895 |
Deferred sales commissions | 21,863 | 20,922 |
Total | 22,664 | 21,817 |
Noncurrent: | ||
Deferred professional service costs | 0 | 360 |
Deferred sales commissions | 32,488 | 29,714 |
Total | $ 32,488 | $ 30,074 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jul. 31, 2016 | Jan. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 442,568 | $ 364,561 |
Less accumulated depreciation and amortization | (187,450) | (150,403) |
Property and equipment, net | 255,118 | 214,158 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,504 | 0 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 30,893 | 4,280 |
Computers, equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 262,985 | 230,705 |
Computers, equipment and software acquired under capital leases | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,979 | 24,400 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 22,856 | 18,894 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 102,351 | $ 86,282 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) ft² in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2016USD ($)ft² | Apr. 30, 2016USD ($)ft² | Jul. 31, 2015USD ($) | Jul. 31, 2016USD ($)ft² | Jul. 31, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Cash spent on owned real estate projects | $ 6,788 | $ 0 | $ 25,774 | $ 0 | |
Depreciation expense | $ 22,000 | $ 17,000 | $ 44,000 | $ 33,000 | |
Land and Building | |||||
Property, Plant and Equipment [Line Items] | |||||
Area of real estate property (in sq. ft.) | ft² | 58 | ||||
Cash spent on owned real estate projects | $ 15,000 | ||||
Development Center | |||||
Property, Plant and Equipment [Line Items] | |||||
Area of real estate property (in sq. ft.) | ft² | 410 | 410 |
Goodwill and Acquisition-rela42
Goodwill and Acquisition-related Intangible Assets, Net - Schedule of Goodwill and Acquisition-related Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2016 | Jan. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | $ 23,838 | $ 23,838 | $ 20,799 |
Less accumulated amortization | (8,034) | (8,034) | (5,308) |
Acquisition-related intangible assets, net | 15,804 | 15,804 | 15,491 |
Goodwill | 52,819 | 52,819 | 50,325 |
Goodwill and acquisition-related intangible assets, net | 68,623 | 68,623 | 65,816 |
Acquired developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 23,500 | 23,500 | 20,461 |
Customer relationship assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 338 | $ 338 | $ 338 |
Minimum | Acquired developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 3 years | ||
Maximum | Acquired developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 4 years | ||
Cloud Based Educational Video Platform Company | |||
Finite-Lived Intangible Assets [Line Items] | |||
Payments to acquire business | 5,000 | ||
Cloud Based Educational Video Platform Company | Acquired developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Increase in intangible assets | 3,000 | ||
Increase in goodwill | $ 2,000 |
Schedule of Future Amortization
Schedule of Future Amortization (Details) $ in Thousands | Jul. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 3,043 |
2,018 | 4,953 |
2,019 | 4,570 |
2,020 | 2,921 |
2,021 | 317 |
Total | $ 15,804 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Detail) - USD ($) $ in Thousands | Jul. 31, 2016 | Jan. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost method investments | $ 13,592 | $ 28,742 |
Acquired land leasehold interest, net | 9,728 | 9,781 |
Intangible assets, net | 15,804 | |
Other | 17,606 | 16,195 |
Total | 43,485 | 57,738 |
Technology patents, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 2,559 | $ 3,020 |
Other Assets (Detail)
Other Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Amortization expense (less than, three months ended July 31, 2016 and 2015) | $ 300 | $ 300 | $ 500 | $ 500 |
Impairment of cost method investment | $ 15,000 | $ 0 | $ 15,000 | $ 0 |
Fair Value Measurements - Infor
Fair Value Measurements - Information about Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Jul. 31, 2016 | Jan. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | $ 1,904,802 | $ 1,818,333 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,904,802 | 1,818,333 |
Recurring | U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,025,683 | 1,018,235 |
Recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 219,260 | 338,665 |
Recurring | U.S. corporate securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 141,428 | 135,083 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 296,362 | 177,389 |
Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 222,069 | 148,961 |
Recurring | Included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 242,421 | 148,961 |
Recurring | Included in marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,662,381 | 1,669,372 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 441,329 | 487,626 |
Recurring | Level 1 | U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Recurring | Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 219,260 | 338,665 |
Recurring | Level 1 | U.S. corporate securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 222,069 | 148,961 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,463,473 | 1,330,707 |
Recurring | Level 2 | U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,025,683 | 1,018,235 |
Recurring | Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Recurring | Level 2 | U.S. corporate securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 141,428 | 135,083 |
Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 296,362 | 177,389 |
Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Carrying Amounts and Estimated Fair Values of Financial Instruments (Detail) - USD ($) $ in Thousands | Jul. 31, 2016 | Jul. 29, 2016 | Jan. 31, 2016 | Jun. 30, 2013 |
0.75% Convertible senior notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Net Carrying Amount Before Unamortized Debt Issuance Costs | $ 317,705 | $ 310,013 | ||
Estimated Fair Value | $ 410,732 | $ 362,250 | ||
Contractual interest rate | 0.75% | 0.75% | 0.75% | 0.75% |
1.50% Convertible senior notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Net Carrying Amount Before Unamortized Debt Issuance Costs | $ 208,479 | $ 203,923 | ||
Estimated Fair Value | $ 309,330 | $ 264,063 | ||
Contractual interest rate | 1.50% | 1.50% | 1.50% | 1.50% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Detail) | 6 Months Ended | |||
Jul. 31, 2016USD ($)contract | Jul. 29, 2016$ / shares | Jan. 31, 2016USD ($)contract | Jun. 30, 2013USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Closing price of company's common stock, dollars per share | $ / shares | $ 83.34 | |||
Designated as Hedging Instrument | Forward Contracts | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative, number of instruments held | contract | 122 | 65 | ||
Notional amount | $ 205,000,000 | $ 133,000,000 | ||
Not Designated as Hedging Instrument | Forward Contracts | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative, number of instruments held | contract | 34 | 21 | ||
Notional amount | $ 42,000,000 | $ 22,000,000 | ||
2018 Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Convertible senior notes, principal amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | |
Contractual interest rate | 0.75% | 0.75% | 0.75% | 0.75% |
2020 Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Convertible senior notes, principal amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | |
Contractual interest rate | 1.50% | 1.50% | 1.50% | 1.50% |
Maximum | Designated as Hedging Instrument | Forward Contracts | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative, remaining maturity (no greater than, months) | 15 months | |||
Maximum | Not Designated as Hedging Instrument | Forward Contracts | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative, remaining maturity (no greater than, months) | 15 months |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Values of Outstanding Derivative Instruments (Detail) - USD ($) $ in Thousands | Jul. 31, 2016 | Jan. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 3,422 | |
Derivative Liabilities | 4,323 | |
Designated as Hedging Instrument | Forward Contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 2,845 | $ 4,695 |
Designated as Hedging Instrument | Forward Contracts | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 3,897 | 98 |
Not Designated as Hedging Instrument | Forward Contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 577 | 605 |
Not Designated as Hedging Instrument | Forward Contracts | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 426 | $ 56 |
Fair Value Measurements - Gains
Fair Value Measurements - Gains (losses) Associated with Foreign Currency Forward Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative instruments, gain (loss) expected to be reclassified from accumulated OCI | $ 200 | |||
Revenues | Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) reclassified from OCI into income (effective portion) | $ 143 | $ 0 | 253 | $ 0 |
Other expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Foreign currency forward contracts not designated as hedges | 1,098 | 17 | (541) | 78 |
Other expense, net | Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in income (amount excluded from effectiveness testing and ineffective portion) | 165 | 20 | 316 | 42 |
Net change in market value of effective foreign currency forward exchange contracts | Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (losses) recognized in OCI (effective portion) | $ 6,453 | $ 1,018 | $ (4,501) | $ 997 |
Fair Value Measurements - Offse
Fair Value Measurements - Offsetting Assets (Detail) $ in Thousands | Jul. 31, 2016USD ($) |
Offsetting Derivative Assets [Abstract] | |
Gross Amounts of Recognized Assets | $ 3,422 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | 0 |
Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheets | 3,422 |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Financial Instruments | (3,422) |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Cash Collateral Received | 0 |
Net Assets Exposed | 0 |
Counterparty A | |
Offsetting Derivative Assets [Abstract] | |
Gross Amounts of Recognized Assets | 199 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | 0 |
Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheets | 199 |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Financial Instruments | (199) |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Cash Collateral Received | 0 |
Net Assets Exposed | 0 |
Counterparty B | |
Offsetting Derivative Assets [Abstract] | |
Gross Amounts of Recognized Assets | 3,223 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | 0 |
Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheets | 3,223 |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Financial Instruments | (3,223) |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Cash Collateral Received | 0 |
Net Assets Exposed | $ 0 |
Fair Value Measurements - Off52
Fair Value Measurements - Offsetting Liabilities (Detail) $ in Thousands | Jul. 31, 2016USD ($) |
Offsetting Derivative Liabilities [Abstract] | |
Gross Amounts of Recognized Liabilities | $ 4,323 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | 0 |
Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheets | 4,323 |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Financial Instruments | (3,422) |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Cash Collateral Pledged | 0 |
Net Liabilities Exposed | 901 |
Counterparty A | |
Offsetting Derivative Liabilities [Abstract] | |
Gross Amounts of Recognized Liabilities | 1,947 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | 0 |
Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheets | 1,947 |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Financial Instruments | (199) |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Cash Collateral Pledged | 0 |
Net Liabilities Exposed | 1,748 |
Counterparty B | |
Offsetting Derivative Liabilities [Abstract] | |
Gross Amounts of Recognized Liabilities | 2,376 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | 0 |
Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheets | 2,376 |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Financial Instruments | (3,223) |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Cash Collateral Pledged | 0 |
Net Liabilities Exposed | $ (847) |
Convertible Senior Notes, Net53
Convertible Senior Notes, Net (Detail) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | |||||
Jul. 31, 2016USD ($)$ / sharesshares | Jul. 31, 2015USD ($) | Jul. 31, 2016USD ($)Trading_day$ / sharesshares | Jul. 31, 2015USD ($) | Jul. 29, 2016 | Jan. 31, 2016USD ($) | Jun. 30, 2013USD ($) | |
2018 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Contractual interest rate | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% | ||
Convertible senior notes, principal amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | |||
Liability issuance costs | 7,000,000 | 7,000,000 | |||||
Equity issuance costs | 2,000,000 | ||||||
Amortization expense for liability issuance costs | $ 352,000 | $ 352,000 | $ 704,000 | $ 704,000 | |||
Remaining life of the Notes | 23 months | ||||||
Effective interest rates of the liability components | 5.75% | 5.75% | |||||
2020 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Contractual interest rate | 1.50% | 1.50% | 1.50% | 1.50% | 1.50% | ||
Convertible senior notes, principal amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | |||
Liability issuance costs | 5,000,000 | 5,000,000 | |||||
Equity issuance costs | 2,000,000 | ||||||
Amortization expense for liability issuance costs | $ 170,000 | $ 169,000 | $ 337,000 | $ 337,000 | |||
Remaining life of the Notes | 47 months | ||||||
Effective interest rates of the liability components | 6.25% | 6.25% | |||||
Shares related to the convertible senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Repurchase of notes percentage | 100.00% | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 107.96 | $ 107.96 | |||||
Proceeds from sale of warrants | $ 93,000,000 | ||||||
Shares related to the convertible senior notes | Employee Stock Option | |||||||
Debt Instrument [Line Items] | |||||||
Shares covered by each purchased options or warrants (in shares) | shares | 7.3 | 7.3 | |||||
Aggregate amount for Purchased Options | $ 144,000,000 | $ 144,000,000 | |||||
Warrants expires in July 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Shares covered by each purchased options or warrants (in shares) | shares | 4.2 | 4.2 | |||||
Warrants expires in July 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Shares covered by each purchased options or warrants (in shares) | shares | 3.1 | 3.1 | |||||
Class A | 2018 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Initial conversion rate | 12.0075 | ||||||
Principal amount converted in to Class A Common Stock | $ 1,000 | ||||||
Initial conversion price (in dollars per share) | $ / shares | $ 83.28 | $ 83.28 | |||||
Class A | 2020 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Initial conversion rate | 12.2340 | ||||||
Principal amount converted in to Class A Common Stock | $ 1,000 | ||||||
Initial conversion price (in dollars per share) | $ / shares | $ 81.74 | $ 81.74 | |||||
Debt Conversion, Option One | Shares related to the convertible senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Threshold trading days (in trading days) | Trading_day | 20 | ||||||
Threshold consecutive trading days | 30 days | ||||||
Threshold percentage of conversion price | 130.00% | ||||||
Debt Conversion, Option Two | Shares related to the convertible senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Threshold trading days (in trading days) | Trading_day | 5 | ||||||
Threshold consecutive trading days | 5 days | ||||||
Debt Conversion, Option Two | Shares related to the convertible senior notes | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Threshold percentage of conversion price | 98.00% |
Convertible Senior Notes, Net -
Convertible Senior Notes, Net - Schedule of Senior Notes (Detail) - USD ($) | 6 Months Ended | ||
Jul. 31, 2016 | Jan. 31, 2016 | Jun. 30, 2013 | |
Convertible Debt [Abstract] | |||
Net carrying amount | $ 520,765,000 | $ 507,476,000 | |
2018 Notes | |||
Convertible Debt [Abstract] | |||
Principal | 350,000,000 | 350,000,000 | $ 350,000,000 |
Unamortized debt discount | (32,295,000) | (39,987,000) | |
Net carrying amount before unamortized debt issuance costs | 317,705,000 | 310,013,000 | |
Unamortized debt issuance costs | (2,754,000) | (3,458,000) | |
Net carrying amount | 314,951,000 | 306,555,000 | |
Carrying amount of the equity component | 74,892,000 | 74,892,000 | |
Equity issuance costs | 2,000,000 | ||
2020 Notes | |||
Convertible Debt [Abstract] | |||
Principal | 250,000,000 | 250,000,000 | $ 250,000,000 |
Unamortized debt discount | (41,521,000) | (46,077,000) | |
Net carrying amount before unamortized debt issuance costs | 208,479,000 | 203,923,000 | |
Unamortized debt issuance costs | (2,665,000) | (3,002,000) | |
Net carrying amount | 205,814,000 | 200,921,000 | |
Carrying amount of the equity component | 66,007,000 | $ 66,007,000 | |
Equity issuance costs | $ 2,000,000 |
Convertible Senior Notes, Net55
Convertible Senior Notes, Net - Schedule of Interest Expense Recognized Related to Convertible Senior Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 657 | $ 657 | $ 1,313 | $ 1,313 |
Interest cost related to amortization of debt issuance costs | 352 | 352 | 704 | 704 |
Interest cost related to amortization of the debt discount | 3,873 | 3,658 | 7,692 | 7,264 |
2020 Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 937 | 937 | 1,875 | 1,875 |
Interest cost related to amortization of debt issuance costs | 170 | 169 | 337 | 337 |
Interest cost related to amortization of the debt discount | $ 2,295 | $ 2,157 | $ 4,556 | $ 4,281 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) ft² in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2014USD ($)a | Jul. 31, 2016USD ($)ft² | Jul. 31, 2015USD ($) | Jul. 31, 2016USD ($)ft² | Jul. 31, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Rent expense | $ 17 | $ 10 | $ 34 | $ 20 | |
Lease term period | 95 years | ||||
Parcel of vacant land (in acres) | a | 6.9 | ||||
Lease rent, prepaid | $ 2 | ||||
Annual rent payments plus increases based on increases in consumer price index | $ 0.2 | ||||
Development Center | |||||
Property, Plant and Equipment [Line Items] | |||||
Area of real estate property (in sq. ft.) | ft² | 410 | 410 |
Common Stock and Stockholders57
Common Stock and Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 31, 2016shares | Jul. 31, 2016USD ($)vote / shares$ / sharesshares | Jan. 31, 2016USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Liabilities related to early exercises of stock options | $ | $ 2 | $ 3 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of which options become exercisable, years | 10 years | ||
Period of vesting, years | 5 years | ||
Unrecognized compensation cost | $ | $ 9 | ||
Unrecognized compensation cost recognized over weighted-average period | 1 year | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of vesting, years | 4 years | ||
Unrecognized compensation cost recognized over weighted-average period | 2 years 10 months 24 days | ||
Unrecognized compensation cost | $ | $ 850 | ||
Restricted stock awards outstanding (in shares) | 12,245,197 | 9,211,082 | |
Outstanding, weighted average grant date fair value (in dollars per share) | $ / shares | $ 78.13 | $ 81.48 | |
Restricted stock awards vested (in shares) (less than 0.1 million) | 2,201,706 | ||
Restricted stock awards vested, weighted average grant fair value (in dollars per share) | $ / shares | $ 82.04 | ||
Restricted Stock Award | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of vesting, years | 5 years | ||
Unrecognized compensation cost recognized over weighted-average period | 1 year 4 months 24 days | ||
Unrecognized compensation cost | $ | $ 4 | ||
Restricted stock awards vested (in shares) (less than 0.1 million) | 100,000 | ||
Restricted stock awards vested, weighted average grant fair value (in dollars per share) | $ / shares | $ 12.67 | ||
Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, outstanding (in shares) | 122,000,000 | ||
Common stock, votes per share | vote / shares | 1 | ||
Class B | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, outstanding (in shares) | 77,000,000 | ||
Common stock, votes per share | vote / shares | 10 | ||
Class B | Restricted Stock Award | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards outstanding (in shares) | 400,000 | ||
Outstanding, weighted average grant date fair value (in dollars per share) | $ / shares | $ 12.97 | ||
2012 Equity Incentive Plan | Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share reserve increased (in shares) | 10,000,000 | ||
Common stock available for future grants (in shares) | 59,000,000 | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share reserve increased (in shares) | 2,000,000 | ||
Common stock available for future grants (in shares) | 6,000,000 | ||
Percentage of fair market value of stock at which employees are granted shares | 85.00% |
Common Stock and Stockholders58
Common Stock and Stockholders' Equity - Summary of Combined Activity Under 2005 Stock Plan and EIP (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jul. 31, 2016 | Jan. 31, 2016 | |
Outstanding Stock Options | ||
Beginning Balance (in shares) | 12,862,976 | |
Stock option grants (in shares) | 0 | |
Stock options exercised (in shares) | (2,056,059) | |
Stock options canceled (in shares) | (64,539) | |
Ending Balance (in shares) | 10,742,378 | |
Vested and expected to vest as of April 30, 2016 (in shares) | 10,710,095 | |
Exercisable as of April 30, 2016 (in shares) | 10,095,731 | |
Weighted- Average Exercise Price | ||
Beginning Balance (in dollars per share) | $ 4.21 | |
Stock option grants (in dollars per share) | 0 | |
Stock options exercised (in dollars per share) | 3.64 | |
Stock options canceled (in dollars per share) | 9.73 | |
Ending Balance (in dollars per share) | 4.28 | |
Vested and expected to vest, Weighted-Average Exercise Price (in dollars per share) | 4.27 | |
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 3.93 | |
Aggregate Intrinsic Value (in millions) | $ 849 | $ 756 |
Vested and expected to vest, Aggregate Intrinsic Value | 847 | |
Exercisable, Aggregate Intrinsic Value | $ 736 |
Common Stock and Stockholders59
Common Stock and Stockholders' Equity - Summary of Information Related to Restricted Stock Units Activity (Detail) - Restricted Stock Units | 6 Months Ended |
Jul. 31, 2016$ / sharesshares | |
Restricted Stock Units | |
Beginning Balance, Number of Shares | shares | 9,211,082 |
RSUs granted, number of Shares | shares | 5,563,165 |
RSUs vested, Number of Shares | shares | (2,201,706) |
RSUs forfeited, Number of Shares | shares | (327,344) |
Ending Balance, Number of Shares | shares | 12,245,197 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance (in dollars per share) | $ / shares | $ 81.48 |
RSUs granted (in dollars per share) | $ / shares | 74.34 |
RSUs vested (in dollars per share) | $ / shares | 82.04 |
RSUs forfeited (in dollars per share) | $ / shares | 81.74 |
Ending Balance (in dollars per share) | $ / shares | $ 78.13 |
Common Stock and Stockholders60
Common Stock and Stockholders' Equity - PRSU's (Details) - Performance Based Restricted Stock Unit PRSU - shares shares in Millions | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2016 | Apr. 30, 2016 | Jul. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs granted, number of Shares | 0.3 | 0.1 | |
Period of vesting, years | 4 years |
Other Expense, Net - Additional
Other Expense, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 2,897 | $ 998 | $ 5,111 | $ 1,953 |
Interest expense | (7,914) | (7,952) | (15,945) | (15,837) |
Gain from sale of cost method investment | 65 | 3,220 | 65 | 3,220 |
Impairment of cost method investment | (15,000) | 0 | (15,000) | 0 |
Other income (expense) | (1,241) | (45) | (1,262) | (351) |
Other expense, net | $ (21,193) | $ (3,779) | $ (27,031) | $ (11,015) |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Income Tax Examination [Line Items] | ||
Income tax expense (benefit) | $ 1 | $ (1) |
Valuation allowance, deferred tax asset, increase (decrease) | (1) | |
Tax benefit from release of uncertain tax position due to lapse of statue of limitations | 3 | |
State and Foreign Jurisdictions | ||
Income Tax Examination [Line Items] | ||
Income tax expense (benefit) | $ 2 | |
Domestic and Foreign Jurisdictions | ||
Income Tax Examination [Line Items] | ||
Income tax expense (benefit) | $ 2 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Calculation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Denominator: | ||||
Weighted-average common shares outstanding (in shares) | 197,223 | 189,360 | 195,887 | 188,382 |
Basic and diluted net loss per share (in dollars per share) | $ (0.55) | $ (0.37) | $ (0.96) | $ (0.70) |
Class A | ||||
Numerator: | ||||
Allocation of distributed net loss | $ (66,079) | $ (40,382) | $ (114,733) | $ (75,376) |
Denominator: | ||||
Weighted-average common shares outstanding (in shares) | 120,642 | 110,150 | 119,136 | 108,411 |
Basic and diluted net loss per share (in dollars per share) | $ (0.55) | $ (0.37) | $ (0.96) | $ (0.70) |
Class B | ||||
Numerator: | ||||
Allocation of distributed net loss | $ (41,946) | $ (29,039) | $ (73,914) | $ (55,603) |
Denominator: | ||||
Weighted-average common shares outstanding (in shares) | 76,581 | 79,210 | 76,751 | 79,971 |
Basic and diluted net loss per share (in dollars per share) | $ (0.55) | $ (0.37) | $ (0.96) | $ (0.70) |
Net Loss Per Share - Summary 64
Net Loss Per Share - Summary of Diluted Net Loss Per Common Share (Detail) - shares shares in Thousands | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 38,980 | 40,527 |
Outstanding common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 10,743 | 14,622 |
Shares subject to repurchase | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 363 | 892 |
Unvested restricted stock awards, units, and PRSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 12,993 | 10,227 |
Shares related to the convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 7,261 | 7,261 |
Shares subject to warrants related to the issuance of convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 7,261 | 7,261 |
Shares issuable pursuant to the ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 359 | 264 |
Related-Party Transactions (Det
Related-Party Transactions (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2014 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Term of agreements (in years) | 95 years | ||||
Management | |||||
Related Party Transaction [Line Items] | |||||
Term of agreements (in years) | 10 years | ||||
Total rent due under agreements fiscal year end January 31, 2017 | $ 8 | $ 8 | |||
Total rent due under agreements | 90 | 90 | |||
Rent expense | $ 2 | $ 2 | $ 4 | $ 3 |
Geographic Information Summary
Geographic Information Summary of Revenues by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 377,723 | $ 282,696 | $ 723,153 | $ 533,653 |
United States | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 312,148 | 237,058 | 597,167 | 447,339 |
International | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 65,575 | $ 45,638 | $ 125,986 | $ 86,314 |
Geographic Information - Long-L
Geographic Information - Long-Lived Assets (Details) - USD ($) $ in Thousands | Jul. 31, 2016 | Jan. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 255,118 | $ 214,158 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 210,564 | 176,398 |
Ireland | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 36,842 | 29,451 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 7,712 | $ 8,309 |
Geographic Information - Narrat
Geographic Information - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2016countrycustomer | Jul. 31, 2015country | Jul. 31, 2016countrycustomer | Jul. 31, 2015country | Jan. 31, 2016customer | |
Segment Reporting [Abstract] | |||||
Concentration risk, number of countries with revenues greater than 10 percent | country | 0 | 0 | 0 | 0 | |
Concentration risk, number of consumers accounted for greater than 10 percent of accounts receivable | customer | 0 | 0 | 0 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jul. 31, 2016 | Jul. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | ||
Defined contribution plan, cost (less than) | $ 1 | $ 1 |
Subsequent Events (Details)
Subsequent Events (Details) ft² in Thousands, $ in Thousands | Aug. 05, 2016USD ($)ft² | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) |
Subsequent Event [Line Items] | |||||
Payments to acquire real estate | $ 6,788 | $ 0 | $ 25,774 | $ 0 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Area of real estate property (in sq. ft.) | ft² | 209 | ||||
Payments to acquire real estate | $ 47,000 | ||||
Payments to acquire business | $ 156,000 |