Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | Mar. 23, 2016 | Jul. 31, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | SPLUNK INC | ||
Entity Central Index Key | 1,353,283 | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 4,837,242,315 | ||
Entity Common Stock, Shares Outstanding | 132,376,844 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 424,541 | $ 387,315 |
Investments, current portion | 584,498 | 462,849 |
Accounts receivable, net | 181,665 | 128,413 |
Prepaid expenses and other current assets | 26,565 | 21,256 |
Total current assets | 1,217,269 | 999,833 |
Investments, non-current | 1,500 | 165,082 |
Property and equipment, net | 134,995 | 50,374 |
Intangible assets, net | 49,482 | 10,416 |
Goodwill | 123,318 | 19,070 |
Other assets | 10,275 | 3,016 |
Total assets | 1,536,839 | 1,247,791 |
Current liabilities: | ||
Accounts payable | 4,868 | 3,726 |
Accrued payroll and compensation | 95,898 | 65,220 |
Accrued expenses and other liabilities | 49,879 | 27,819 |
Deferred revenue, current portion | 347,121 | 249,883 |
Total current liabilities | 497,766 | 346,648 |
Deferred revenue, non-current | 102,382 | 54,202 |
Other liabilities, non-current | 77,277 | 33,620 |
Total non-current liabilities | 179,659 | 87,822 |
Total liabilities | $ 677,425 | $ 434,470 |
Commitments and contingencies (Note 3) | ||
Stockholders’ equity | ||
Preferred stock: $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding at January 31, 2016 and January 31, 2015 | $ 0 | $ 0 |
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 131,543,467 shares issued and outstanding at January 31, 2016, and 123,538,492 shares issued and outstanding at January 31, 2015 | 132 | 123 |
Accumulated other comprehensive loss | (3,770) | (837) |
Additional paid-in capital | 1,528,647 | 1,200,858 |
Accumulated deficit | (665,595) | (386,823) |
Total stockholders’ equity | 859,414 | 813,321 |
Total liabilities and stockholders’ equity | $ 1,536,839 | $ 1,247,791 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2016 | Jan. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 131,543,467 | 123,538,492 |
Common stock, shares outstanding | 131,543,467 | 123,538,492 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | ||
Revenues | ||||
License | $ 405,399 | $ 283,191 | $ 199,024 | |
Maintenance and services | 263,036 | 167,684 | 103,599 | |
Total revenues | 668,435 | 450,875 | 302,623 | |
Cost of revenues | ||||
License | [1] | 9,080 | 1,859 | 330 |
Maintenance and services | [1] | 105,042 | 66,519 | 35,495 |
Total cost of revenues | [1] | 114,122 | 68,378 | 35,825 |
Gross profit | 554,313 | 382,497 | 266,798 | |
Operating expenses | ||||
Research and development | [1] | 215,309 | 150,790 | 75,895 |
Sales and marketing | [1] | 505,348 | 344,471 | 215,335 |
General and administrative | [1] | 121,579 | 103,046 | 53,875 |
Total operating expenses | [1] | 842,236 | 598,307 | 345,105 |
Operating loss | (287,923) | (215,810) | (78,307) | |
Interest and other income (expense), net | ||||
Interest income, net | 1,798 | 754 | 225 | |
Other income (expense), net | (519) | 216 | (920) | |
Total interest and other income (expense), net | 1,279 | 970 | (695) | |
Loss before income taxes | (286,644) | (214,840) | (79,002) | |
Provision for income taxes (benefit) | (7,872) | 2,276 | 6 | |
Net loss | $ (278,772) | $ (217,116) | $ (79,008) | |
Basic and diluted net loss per share (in dollars per share) | $ (2.20) | $ (1.81) | $ (0.75) | |
Weighted-average shares used in computing basic and diluted net loss per share (in shares) | 126,746 | 119,775 | 105,067 | |
[1] | Amounts include stock-based compensation expense as follows: cost of revenues $26,057 thousand, $17,189 thousand, $5,283 thousand, research and development 89,197 thousand, 60,777 thousand, 20,829 thousand, sales and marketing 130,054 thousand, 90,064 thousand, 30,012 thousand, and general and administrative 46,949 thousand, 46,149 thousand, 13,244 thousand for the years ended January 31, 2016, 2015 and 2014 respectively. |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Stock-based compensation expense | $ 292,257 | $ 214,179 | $ 69,368 |
Cost of revenues | |||
Stock-based compensation expense | 26,057 | 17,189 | 5,283 |
Research and development | |||
Stock-based compensation expense | 89,197 | 60,777 | 20,829 |
Sales and marketing | |||
Stock-based compensation expense | 130,054 | 90,064 | 30,012 |
General and administrative | |||
Stock-based compensation expense | $ 46,949 | $ 46,149 | $ 13,244 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (278,772) | $ (217,116) | $ (79,008) |
Other comprehensive income (loss): | |||
Net unrealized gain (loss) on investments | (66) | 2 | 0 |
Foreign currency translation adjustments | (2,867) | (897) | 193 |
Total other comprehensive income (loss) | (2,933) | (895) | 193 |
Comprehensive loss | $ (281,705) | $ (218,011) | $ (78,815) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balances at Jan. 31, 2013 | $ 237,544 | $ 101 | $ 328,277 | $ (135) | $ (90,699) |
Balances (in shares) at Jan. 31, 2013 | 100,920,350 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 69,368 | 69,368 | |||
Issuance of common stock upon exercise of options | 23,731 | $ 7 | 23,724 | ||
Issuance of common stock upon exercise of options (in shares) | 7,254,049 | ||||
Issuance of common stock upon follow-on offering | 539,339 | $ 7 | 539,332 | ||
Issuance of common stock upon follow-on offering (in shares) | 6,900,000 | ||||
Vesting of early exercised options | 112 | 112 | |||
Vesting of restricted stock units (in shares) | 475,111 | ||||
Taxes withholding related to net share settlement of equity awards | (18,156) | (18,156) | |||
Issuance of common stock upon ESPP purchase | 11,434 | $ 1 | 11,433 | ||
Issuance of common stock upon ESPP purchase (in shares) | 550,006 | ||||
Excess tax benefits from employee stock plans | 351 | 351 | |||
Net change in cumulative translation adjustment | 193 | 193 | |||
Net loss | (79,008) | (79,008) | |||
Balances at Jan. 31, 2014 | 784,908 | $ 116 | 954,441 | 58 | (169,707) |
Balances (in shares) at Jan. 31, 2014 | 116,099,516 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 214,179 | 214,179 | |||
Issuance of common stock upon exercise of options | $ 16,792 | $ 4 | 16,788 | ||
Issuance of common stock upon exercise of options (in shares) | 0 | 4,213,746 | |||
Vesting of early exercised options | $ 112 | 112 | |||
Vesting of restricted stock units (in shares) | 2,862,027 | ||||
Vesting of restricted stock units | $ 3 | (3) | |||
Issuance of common stock upon ESPP purchase | 14,494 | $ 0 | 14,494 | ||
Issuance of common stock upon ESPP purchase (in shares) | 363,203 | ||||
Excess tax benefits from employee stock plans | 847 | 847 | |||
Unrealized Gain (Loss) from Investments | 2 | 2 | |||
Net change in cumulative translation adjustment | (897) | (897) | |||
Net loss | (217,116) | (217,116) | |||
Balances at Jan. 31, 2015 | 813,321 | $ 123 | 1,200,858 | (837) | (386,823) |
Balances (in shares) at Jan. 31, 2015 | 123,538,492 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 292,257 | 292,257 | |||
Issuance of common stock upon exercise of options | $ 15,269 | $ 3 | 15,266 | ||
Issuance of common stock upon exercise of options (in shares) | 0 | 2,755,556 | |||
Vesting of early exercised options | $ 55 | 55 | |||
Vesting of restricted stock units (in shares) | 4,136,073 | ||||
Vesting of restricted stock units | $ 5 | (5) | |||
Issuance of restricted stock awards | 671,782 | ||||
Issuance of common stock upon ESPP purchase | 19,342 | $ 0 | 19,342 | ||
Issuance of common stock upon ESPP purchase (in shares) | 441,564 | ||||
Issuance of restricted stock awards | 1 | $ 1 | |||
Excess tax benefits from employee stock plans | 874 | 874 | |||
Unrealized Gain (Loss) from Investments | (66) | (66) | |||
Net change in cumulative translation adjustment | (2,867) | (2,867) | |||
Net loss | (278,772) | (278,772) | |||
Balances at Jan. 31, 2016 | $ 859,414 | $ 132 | $ 1,528,647 | $ (3,770) | $ (665,595) |
Balances (in shares) at Jan. 31, 2016 | 131,543,467 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Cash flows from operating activities | |||
Net loss | $ (278,772) | $ (217,116) | $ (79,008) |
Adjustments to reconcile net loss to net cash provided by operating activities | |||
Depreciation and amortization | 19,491 | 12,494 | 6,692 |
Amortization of investment premiums | 1,332 | 775 | 0 |
Stock-based compensation expense | 292,257 | 214,179 | 69,368 |
Deferred income taxes | (11,140) | (327) | (1,374) |
Excess tax benefits from employee stock plans | (874) | (847) | (351) |
Impairment of long-lived asset | 0 | 0 | 2,128 |
Changes in operating assets and liabilities | |||
Accounts receivable, net | (53,252) | (45,065) | (19,400) |
Prepaid expenses, other current and non-current assets | 4,675 | (11,284) | (6) |
Accounts payable | 965 | 1,766 | 171 |
Accrued compensation | 30,026 | 21,344 | 15,753 |
Accrued expenses and other liabilities | 5,496 | 16,297 | 2,454 |
Deferred revenue | 145,418 | 111,764 | 77,421 |
Net cash provided by operating activities | 155,622 | 103,980 | 73,848 |
Cash flows from investing activities | |||
Purchase of investments | (480,610) | (820,710) | 0 |
Maturities of investments | 522,645 | 192,000 | 0 |
Acquisitions, net of cash acquired | (142,693) | (2,500) | (29,738) |
Purchases of property and equipment | (51,332) | (13,950) | (9,308) |
Other investment activities | (1,500) | 0 | 0 |
Net cash used in investing activities | 153,490 | 645,160 | 39,046 |
Cash flows from financing activities | |||
Proceeds from exercise of stock options | 15,269 | 16,792 | 23,731 |
Excess tax benefits from employee stock plans | 874 | 847 | 351 |
Proceeds from employee stock purchase plan | 19,342 | 14,494 | 11,434 |
Proceeds from follow-on offering, net of offering costs | 0 | 0 | 539,339 |
Taxes paid related to net share settlement of equity awards | 0 | 0 | (18,156) |
Payment related to build-to-suit lease obligation | 0 | (523) | 0 |
Net cash provided by financing activities | 35,485 | 31,610 | 556,699 |
Effect of exchange rate changes on cash and cash equivalents | (391) | (568) | 13 |
Net increase (decrease) in cash and cash equivalents | 37,226 | (510,138) | 591,514 |
Cash and cash equivalents | |||
Beginning of period | 387,315 | 897,453 | 305,939 |
End of period | 424,541 | 387,315 | 897,453 |
Supplemental disclosures | |||
Cash paid for income taxes | 1,408 | 1,080 | 490 |
Non-cash investing and financing activities | |||
Accrued purchases of property and equipment | (775) | 1,057 | 1,265 |
Vesting of early exercised options | 56 | 112 | 112 |
Deferred offering costs not yet paid | 0 | 0 | 344 |
Capitalized construction costs related to build-to-suit lease | $ 42,825 | $ 29,360 | $ 0 |
Description of the Business and
Description of the Business and Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of the Business and Significant Accounting Policies | Description of the Business and Significant Accounting Policies Business Splunk Inc. (“we,” “us,” “our”) provides innovative software solutions that enable organizations to gain real-time operational intelligence by harnessing the value of their data. Our offerings enable users to collect, index, search, explore, monitor and analyze data regardless of format or source. Our offerings address large and diverse data sets, commonly referred to as big data, and are specifically tailored for machine data. Machine data is produced by nearly every software application and electronic device and contains a definitive, time-stamped record of various activities, such as transactions, customer and user activities and security threats. Our offerings help users derive new insights from machine data that can be used to, among other things, improve service levels, reduce operational costs, mitigate security risks, demonstrate and maintain compliance, and drive better business decisions. We were incorporated in California in October 2003 and reincorporated in Delaware in May 2006. Fiscal Year Our fiscal year ends on January 31. References to fiscal 2016 , for example, refer to the fiscal year ended January 31, 2016 . Follow-on Offering In January 2014, we closed a follow-on offering of 6,900,000 shares of common stock, including 900,000 shares of common stock from the full exercise of the overallotment option of shares granted to the underwriters. The public offering price of the shares sold in the offering was $81.00 per share. The total gross proceeds from the offering to us were $558.9 million . After deducting underwriting discounts and commissions of $19.6 million , we received approximately $539.3 million . Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods covered by the financial statements and accompanying notes. In particular, we make estimates with respect to the fair value of multiple elements in revenue recognition, uncollectible accounts receivable, the assessment of the useful life and recoverability of long-lived assets (property and equipment, goodwill and identified intangibles), stock-based compensation expense, the fair value of assets acquired and liabilities assumed for business combinations, income taxes and contingencies. Actual results could differ from those estimates. Segments We operate our business as one operating segment: the development and marketing of software solutions that enable our customers to gain real-time operational intelligence by harnessing the value of their data. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Splunk Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Foreign Currency The functional currency of our foreign subsidiaries is their respective local currency. Translation adjustments arising from the use of differing exchange rates from period to period are included in Accumulated other comprehensive loss within the consolidated statement of stockholders’ equity. Foreign currency transaction gains and losses are included in Other income (expense), net and were not material for the three years ended January 31, 2016 . All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Foreign Currency Contracts In the first quarter of fiscal 2016, we began to use foreign currency forward contracts as a part of our strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These contracts typically have maturities of one month. They are not designated as cash flow or fair value hedges under ASC Topic 815, Derivatives and Hedging. These contracts hedge assets and liabilities that are denominated in foreign currencies and are carried at fair value as either assets or liabilities on the consolidated balance sheets with changes in the fair value recorded to Other income (expense), net in the consolidated statements of operations. Business Combinations We use our best estimates and assumptions to allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Our estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill provided that we are within the measurement period. Upon the conclusion of the final determination of the fair value of assets acquired or liabilities assumed during the measurement period, any subsequent adjustments are recorded to our consolidated statements of operations. Revenue Recognition We generate revenues primarily in the form of software license fees and related maintenance and services fees. License fees include perpetual license fees, term license fees and royalties. Maintenance and services primarily consist of fees for maintenance services (including support and unspecified upgrades and enhancements when and if they are available), training, professional services that are not essential to functionality and subscription software services. We recognize revenues when all of the following conditions are met: • there is persuasive evidence of an arrangement; • the software or services have been delivered to the customer; • the amount of fees to be paid by the customer is fixed or determinable; and • the collection of the related fees is probable. Signed agreements are used as evidence of an arrangement. If a contract signed by the customer does not exist, we use a purchase order as evidence of an arrangement. In cases where both a signed contract and a purchase order exist, we consider the signed contract to be the final persuasive evidence of an arrangement. Electronic delivery occurs when we provide the customer with access to the software via a license key. We assess whether a fee is fixed or determinable at the outset of the arrangement, primarily based on the payment terms associated with the transaction. We do not generally offer extended payment terms with typical terms of payment due between 30 and 60 days from delivery of software. We assess collectability of the fee based on a number of factors such as collection history and creditworthiness of the customer. If we determine that collectability is not probable, revenue is deferred until collectability becomes probable, generally upon receipt of cash. When contracts contain software-related multiple elements wherein vendor specific objective evidence (“VSOE”) exists for all undelivered elements and the services, if any, are not essential to the functionality of the delivered elements, we account for the delivered elements in accordance with the “Residual Method.” Perpetual license arrangements are typically accompanied by maintenance agreements. Maintenance revenues consist of fees for providing software updates on a when-and-if-available basis and technical support for software products for an initial term. Maintenance revenues are recognized ratably over the term of the agreement. We have established fair value for maintenance on perpetual licenses due to consistently priced standalone sales of maintenance. Revenues related to term license fees are recognized ratably over the contract term beginning on the date the customer has access to the software license key and continuing through the end of the contract term. In these cases, we do not have VSOE of fair value for maintenance, as fees for support and maintenance are bundled with the license over the entire term of the contract. License arrangements may also include professional services and training services, which are typically delivered early in the contract term. In determining whether professional services revenues should be accounted for separately from license revenues, we evaluate whether the professional services are considered essential to the functionality of the software using factors such as the nature of our software products; whether they are ready for use by the customer upon receipt; the nature of our implementation services, which typically do not involve significant customization to or development of the underlying software code; the availability of services from other vendors; whether the timing of payments for license revenues is coincident with performance of services; and whether milestones or acceptance criteria exist that affect the realizability of the software license fee. Substantially all of our professional services arrangements are billed on a time and materials basis and, accordingly, are recognized as the services are performed. Training revenues are recognized as training services are delivered. VSOE of fair value of professional and training services is based upon stand-alone sales of those services. Payments received in advance of services performed are deferred and recognized when the related services are performed. We are unable to establish VSOE of fair value for all undelivered elements in certain multiple element arrangements due to the lack of VSOE for maintenance services that are generally bundled with term licenses. In these instances, all revenue is recognized ratably over the period that the services are expected to be performed, commencing when all service periods have started. In arrangements where the expected service periods of maintenance services and professional or training services differ, we recognize all revenue over the longer of the expected service periods, which is generally the maintenance period. We do not offer credits or refunds and therefore have not recorded any sales return allowance for any of the periods presented. Upon a periodic review of outstanding accounts receivable, amounts that are deemed to be uncollectible are written off against the allowance for doubtful accounts. Our policy is to record revenues net of any applicable sales, use or excise taxes. We recognize revenues from the indirect sales channel upon sell-through by the partner or distributor. Sell-through is determined when we receive an order form from a reseller for a specific end-user sale. We do not offer right of return, product rotation or price protection to any of our channel partners. We also have licensing arrangements with OEM customers for which royalty fees are generally recognized as revenue upon receipt of reports of units shipped, respectively. Provided all other revenue criteria are met, the upfront, minimum, non-refundable license fees from OEM customers are recognized upon delivery, and on-going royalty fees are recognized upon reports of units shipped. In our consolidated statements of operations, revenues are categorized as license or maintenance and services revenues. We allocate revenues from arrangements containing multiple elements to each of these categories based on the VSOE of fair value for elements in each revenue arrangement and the application of the residual method for arrangements in which we have established VSOE of fair value for all undelivered elements. In arrangements where we are not able to establish VSOE of fair value for all undelivered elements, we first allocate revenues to any undelivered elements for which VSOE of fair value has been established, then allocate revenues to any undelivered elements for which VSOE of fair value has not been established based upon management’s best estimate of fair value of those undelivered elements and apply a residual method to determine the license fee. Management’s best estimate of fair value of undelivered elements for which VSOE of fair value has not been established is based upon the VSOE of similar offerings and other objective criteria. For multiple-element arrangements containing our non-software services, we: (1) determine whether each element constitutes a separate unit of accounting; (2) determine the fair value of each element using the selling price hierarchy of VSOE of selling price, third-party evidence (“TPE”) of selling price or best-estimated selling price (“BESP”), as applicable; and (3) allocate the total price to each separate unit of accounting based on the relative selling price method. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within our control. We determine BESP by considering our overall pricing objectives and market conditions. Significant pricing practices taken into consideration include our discounting practices, the size and volume of our transactions, our price lists, our go-to-market strategy, historical standalone sales and contract prices. As our go-to-market strategies evolve, we may modify our pricing practices in the future, which could result in changes in relative selling prices, including both VSOE and BESP. For multiple-element arrangements that contain both software and non-software elements, we allocate revenue to software or software-related elements as a group and any non-software elements separately based on the selling price hierarchy. We determine the selling price for each deliverable using VSOE of selling price, if it exists, or TPE of selling price. If neither VSOE nor TPE of selling price exist for a deliverable, we use BESP. Once revenue is allocated to software or software-related elements as a group, we recognize revenue in conformance with software revenue accounting guidance. Revenue is recognized when revenue recognition criteria are met for each element. In our subscription software services agreements, we include service level commitments to customers relating to levels of uptime availability and permitting those customers to receive credits in the event that we fail to meet those levels. To date, we have not incurred any material costs as a result of such commitments and have not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. Deferred revenue consists substantially of amounts invoiced in advance of revenue recognition for our products and services described above. We recognize deferred revenue as revenue only when the revenue recognition criteria are met. Cash and Cash Equivalents We consider all highly liquid instruments with original or remaining maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. We do not hold or issue financial instruments for trading purposes. As of January 31, 2016 , 2015 and 2014 , $374.6 million , $374.7 million and $864.0 million , respectively, of cash and cash equivalents were invested in money market funds. Investments We determine the appropriate classification of our investments at the time of purchase and reevaluate such determination at each balance sheet date. Securities are classified as available-for-sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the consolidated statements of comprehensive income (loss). Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Declines in fair value judged to be other-than-temporary on securities available for sale are included as a component of investment income. In order to determine whether a decline in value is other-than-temporary, we evaluate, among other factors, the duration and extent to which the fair value has been less than the carrying value and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of securities sold is based on the specific-identification method. Interest on securities classified as available-for-sale is included as a component of Interest income, net. Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. We maintain the majority of our cash balance at two financial institutions that management believes are high-credit, quality financial institutions and invest our cash equivalents in highly rated money market funds. At January 31, 2016 , one channel partner represented 26% and one customer represented 16% of total accounts receivable. At January 31, 2015 no channel partners or customers represented greater than 10% of total accounts receivable. Our accounts receivable is subject to collection risks. Our gross accounts receivable is reduced for this risk by an allowance for doubtful accounts. This allowance is for estimated losses resulting from the inability of our customers to make required payments. It is an estimate and is regularly evaluated for adequacy by taking into consideration a combination of factors. We look at factors such as past collection experience, credit quality of the customer, age of the receivable balance, and current economic conditions. These factors are reviewed to determine whether an allowance for bad debts should be recorded to reduce the receivable balance to the amount believed to be collectible. The following table presents the changes in the allowance for doubtful accounts (in thousands): Fiscal Year Ended January 31, (in thousands) 2016 2015 2014 Balance at beginning of period $ 473 $ 758 $ 821 Add: bad debt expense 98 — 140 Less: write-offs, net of recoveries (40 ) (285 ) (203 ) Balance at end of period $ 531 $ 473 $ 758 Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments Goodwill and indefinite-lived intangible assets are carried at cost and are evaluated annually for impairment, or more frequently if circumstances exist that indicate that impairment may exist. When conducting our annual goodwill impairment assessment, we perform a quantitative evaluation of whether goodwill is impaired using the two-step impairment test. The first step is comparing the fair value of our reporting unit to its carrying value. We consider the enterprise to be the reporting unit for this analysis. If step one indicates that impairment potentially exists, the second step is performed to measure the amount of impairment, if any. We record the amount by which the carrying value of the goodwill exceeds its implied fair value, if any, as impairment. Finite-lived intangible assets are amortized over their useful lives. Each period we evaluate the estimated remaining useful life of our finite-lived intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of these assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, then the carrying amount of such assets is reduced to fair value. In-process research and development is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When in-process research and development projects are completed, the corresponding amount is reclassified as an amortizable intangible asset and is amortized over the asset’s estimated useful life. We evaluate the recoverability of our long-lived assets including intangible and tangible assets. Acquired finite-lived intangible assets are amortized over their useful lives. We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. We recognize such impairment in the event the net book value of such assets exceeds their fair value. If the fair value of the long-lived assets exceeds the carrying value of the net assets assigned, then the assets are not impaired and no further testing is performed. If the carrying value of the net assets assigned exceeds the fair value of the assets, then we must perform the second step of the impairment test in order to determine the implied fair value. During fiscal 2014, we recognized a $2.1 million impairment charge of a long-lived asset for previously capitalized Storm software development costs as a result of our decision to make Splunk Storm available to customers at no cost. Property and Equipment Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from generally three to five years. Leasehold improvements are amortized over the shorter of the estimated useful life or the remaining lease term. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the consolidated statements of operations. Maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense in the period incurred. The following table presents the estimated useful lives of our property and equipment: Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of the useful life of the asset or the lease term Capitalized Software Development Costs Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins upon the establishment of technological feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. We did not capitalize any internal software development costs for fiscal 2016 and 2015 because the cost incurred and the time between technological feasibility and product release was insignificant. We had no amortization expense from capitalized purchased technology during fiscal 2016 , 2015 or 2014 . Costs related to software acquired, developed or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during post implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. We define the design, configuration, and coding process as the application development stage. We did not capitalize any costs related to computer software developed for internal use in fiscal 2016 or 2015 . During the third quarter of fiscal 2014, we recognized a $2.1 million impairment charge for the remaining balance of the previously capitalized Storm software development costs as a result of our decision to make Splunk Storm available to customers at no cost. Commissions Commissions are recorded as a component of sales and marketing expenses and consist of the variable compensation paid to our sales force. Sales commissions are earned and recorded at the time that a customer has entered into a binding purchase agreement. Commissions paid to sales personnel are recoverable only in the case that we cannot collect the invoiced amounts associated with a sales order. Commission expense was $88.5 million , $61.0 million and $54.0 million for fiscal 2016 , 2015 and 2014 , respectively. Leases We primarily lease our facilities under operating leases. For leases that contain rent escalation or rent concession provisions, we record the total rent expense during the lease term on a straight-line basis over the term of the lease. We record the difference between the rent paid and the straight-line rent expense as a current and non-current deferred rent liability in Accrued expenses and other liabilities and Other liabilities, non-current, respectively, on the consolidated balance sheets. Rent expense was $12.8 million , $10.5 million and $6.4 million during fiscal 2016 , 2015 and 2014 , respectively. Advertising Expense We expense advertising costs as incurred. We incurred $13.3 million , $8.4 million and $6.3 million in advertising expenses for fiscal 2016 , 2015 and 2014 , respectively. Advertising costs are recorded in sales and marketing expenses in the consolidated statements of operations. Stock-Based Compensation We recognize compensation expense for all share-based payment awards, including stock options, restricted stock units (“RSUs”), performance units (“PSUs”) and restricted stock awards (“RSAs”), based on the estimated fair value of the award on the grant date in the consolidated statements of operations over the related vesting periods. The expense recorded is based on awards ultimately expected to vest and therefore is reduced by estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We calculate the fair value of options using the Black-Scholes method and expense using the straight-line attribution approach. We account for equity awards issued to non-employees, such as consultants, in accordance with the guidance relating to equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services, using the Black-Scholes method to determine the fair value of such instruments. Awards granted to non-employees are remeasured over the vesting period, and the resulting value is recorded as an expense over the period the services are received. The fair value of each option grant and stock purchase right granted under the Employee Stock Purchase Plan (“ESPP”) was estimated on the date of grant using the Black-Scholes option pricing model. We recognize stock-based compensation expense related to our ESPP on a straight-line basis over the offering period, which is twelve months. Stock-based compensation expense is recognized net of estimated forfeiture activity. The determination of the grant date fair value of options using an option-pricing model is affected by assumptions regarding a number of other complex and subjective variables, which include our expected stock price volatility over the expected term of the options, stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends. The number of PSUs earned and eligible to vest will be determined based on achievement of certain company financial performance measures and the recipient’s continued service with us. The number of shares of our stock to be received at vesting can range from 0% to 200% of the target amount. Compensation expense for PSUs is measured using the fair value at the date of grant and recorded over the vesting period under the graded-vesting attribution method, and may be adjusted over the vesting period based on interim estimates of performance against the pre-set objectives. Income Taxes Income taxes are accounted for under the asset and liability method in accordance with authoritative guidance for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The guidance on accounting for uncertainty in income taxes requires us to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we believe that our estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 (Topic 842), Leases, which supersedes the lease recognition requirements in ASC Topic 840, Leases. The standard requires an entity to recognize right-of-use assets and lease liabilities arising from a lease for both financing and operating leases in the consolidated balance sheets but recognize the impact on the consolidated statement of operations and cash flows in a similar manner under current GAAP. The standard also requires additional qualitative and quantitative disclosures. The standard is effective for our first quarter of fiscal 2020, although early adoption is permitted. We are currently evaluating adoption methods and whether this standard will have a material impact on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01 (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires all equity investments, except those accounted for under the equity method of accounting or resulting in consolidation, to be measured at fair value with changes in fair value recognized in net income. The ASU also simplifies the impairment assessment for equity investments without readily determinable fair values, amends the presentation requirements for changes in the fair value of financial liabilities, requires presentation of financial instruments by measurement category and form of financial asset, and eliminates the requirement to disclose the methods and significant assumptions used in estimating the fair value of financial instruments. The standard is effective for our first quarter of fiscal 2019. We are currently evaluating adoption methods and whether this standard will have a material impact on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17 (Topic 740), Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement for an entity to separate deferred income tax liabilities and assets into current and non-current amounts in the consolidated balance sheets. To simplify the presentation of deferred income taxes, the amendments in this ASU require that current deferred tax liabilities and assets, including the corresponding valuation allowance, be classified as non-current in the consolidated balance sheets. The standard is effective for us for our first quarter of fiscal 2018, although early adoption is permitted. We early adopted this standard during our fourth quarter of fiscal year 2016 on a prospective basis. Prior periods were not |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements The carrying amounts of certain of our financial instruments including cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term maturities. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels that are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis as of January 31, 2016 and 2015 (in thousands): January 31, 2016 January 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 374,571 $ — $ — $ 374,571 $ 374,682 $ — $ — $ 374,682 U.S. treasury securities — 607,892 — 607,892 — 627,931 — 627,931 Other — — 1,500 1,500 — — — — Reported as: Assets: Cash and cash equivalents $ 397,965 $ 374,682 Investments, current portion 584,498 462,849 Investments, non-current 1,500 165,082 Total $ 983,963 $ 1,002,613 Our investments in money market funds are measured at fair value on a recurring basis. These money market funds are actively traded and reported daily through a variety of sources. The fair value of the money market fund investments is classified as Level 1. We invested in U.S. treasury securities during the fiscal year ended January 31, 2016 and 2015 , which we have classified as available-for-sale securities. The following table presents our available-for-sale investments as of January 31, 2016 (in thousands): January 31, 2016 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: U.S. treasury securities $ 23,399 $ — $ (5 ) $ 23,394 Investments, current portion: U.S. treasury securities 584,554 158 (214 ) 584,498 Total available-for-sale investments $ 607,953 $ 158 $ (219 ) $ 607,892 The following table presents our available-for-sale investments as of January 31, 2015 (in thousands): January 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: U.S. treasury securities $ 462,831 $ 52 $ (34 ) $ 462,849 Investments, current portion: U.S. treasury securities 165,098 45 (61 ) 165,082 Total available-for-sale investments $ 627,929 $ 97 $ (95 ) $ 627,931 As of January 31, 2016 , the following marketable securities were in an unrealized loss position (in thousands): Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. treasury securities $ 212,532 $ (138 ) $ 164,298 $ (81 ) $ 376,830 $ (219 ) As of January 31, 2015 the following marketable securities were in an unrealized loss position (in thousands): Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. treasury securities $ 354,592 $ (95 ) $ — $ — $ 354,592 $ (95 ) As of January 31, 2016 and 2015 , we did not consider any of our investments to be other-than-temporarily impaired. The contractual maturities of our investments are as follows (in thousands): January 31, 2016 Due within one year $ 607,892 Total $ 607,892 Investments with maturities of less than 12 months from the balance sheet date are classified as current assets, which are available for use to fund current operations. Investments with maturities greater than 12 months from the balance sheet date are classified as long-term assets. Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs During the fiscal year ended January 31, 2016 we invested in a two-year convertible promissory note of a privately-held company that we have classified as an available-for-sale investment and is included in investments, non-current, on our consolidated balance sheets. This investment is recorded at fair value using significant unobservable inputs or data in an inactive market and the valuation requires our judgment due to the absence of quoted prices in active markets and inherent lack of liquidity. Unrealized gains and losses on our available-for-sale investment are excluded from earnings and reported, net of tax, as a separate component on the consolidated statements of comprehensive income (loss). During the fiscal year ended January 31, 2016 , we have not recognized any unrealized gains or losses or an other-than-temporary impairment charge on our investment. The carrying value of our convertible promissory note investment was $1.5 million as of January 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Office Lease Commitments We lease our office spaces under non-cancelable leases with rent expense recognized on a straight-line basis over the lease term. Rent expense was $12.8 million , $10.5 million and $6.4 million for the fiscal years ended January 31, 2016 and 2015 and 2014 , respectively. On August 24, 2015, we entered into an office lease for approximately 235,000 square feet located at 500 Santana Row, San Jose, California. This lease is expected to commence in the fourth quarter of fiscal 2017 for a term of 10 years and nine months, subject to the completion of certain pre-occupancy improvements by our landlord. Our total obligation for the base rent is approximately $120.5 million . On April 29, 2014, we entered into an office lease (the “Lease”) for approximately 182,000 square feet located at 270 Brannan Street, San Francisco, California (the “Premises”). The Premises will be allocated to approximately 95,000 square feet of rentable space (the “Initial Premises”) and approximately 87,000 square feet of rentable space (the “Additional Premises”). We expect to occupy the Premises in the first quarter of fiscal 2017. The term of the Additional Premises begins one year after the Initial Premises and each have a term of 84 months. Our total obligation for the base rent is approximately $92.0 million . On May 13, 2014, we entered into an irrevocable, standby letter of credit with Silicon Valley Bank for $6.0 million to serve as a security deposit for the Lease. As a result of our involvement during the construction period, whereby we have certain indemnification obligations related to the construction, we are considered for accounting purposes only, the owner of the construction project under build-to-suit lease accounting. We have recorded estimated project construction costs incurred by the landlord as an asset and a corresponding long term liability in “Property and equipment, net” and “Other liabilities, non-current” respectively, on our consolidated balance sheets. We will increase the asset and corresponding long term liability as additional building costs are incurred by the landlord during the construction period. The landlord completed the construction of the Initial Premises in February 2016 and we have determined that the lease does not meet the criteria for “sale-leaseback” treatment. We are currently evaluating the impact of this lease on our consolidated financial statements. Future minimum rental payments required under our office lease agreements as of January 31, 2016 are as follows: Payments Due by Period* Total Less Than 1 1-3 years 3-5 years More Than 5 (in thousands) Office lease obligations $ 265,505 $ 18,541 $ 66,724 $ 58,905 $ 121,335 _________________________ *We entered into sublease agreements for portions of our office space and the future rental income of $2.0 million from these agreements has been included as an offset to our future minimum rental payments. Legal Proceedings We are subject to certain routine legal and regulatory proceedings, as well as demands and claims that arise in the normal course of our business. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. In our opinion, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our consolidated results of operations, cash flows or financial position, nor is it possible to provide an estimated amount of any such loss. However, depending on the nature and timing of any such dispute, an unfavorable resolution of a matter could materially affect our future results of operations or cash flows, or both, in a particular quarter. Indemnification Arrangements During the ordinary course of business, we may indemnify, hold harmless and agree to reimburse for losses suffered or incurred, our customers, vendors, and each of their affiliates for certain intellectual property infringement and other claims by third parties with respect to our offerings, in connection with our commercial license arrangements or related to general business dealings with those parties. As permitted under Delaware law, we have entered into indemnification agreements with our officers, directors and certain employees, indemnifying them for certain events or occurrences while they serve as our officers or directors or those of our direct and indirect subsidiaries. To date, there have not been any costs incurred in connection with such indemnification obligations; therefore, there is no accrual of such amounts at January 31, 2016 . We are unable to estimate the maximum potential impact of these indemnifications on our future results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. These assets are depreciated and amortized using the straight-line method over their estimated useful lives. Property and equipment consisted of the following (in thousands): As of January 31, 2016 2015 Computer equipment and software $ 43,883 $ 28,342 Furniture and fixtures 13,398 7,707 Leasehold improvements (1) 41,028 10,146 Construction in progress (2) 72,186 29,360 170,495 75,555 Less: accumulated depreciation and amortization (35,500 ) (25,181 ) Property and equipment, net $ 134,995 $ 50,374 (1) Includes costs related to assets not yet placed into service of $28.9 million and $0.6 million , as of January 31, 2016 and 2015, respectively. (2) This relates to the capitalization of construction costs in connection with our build-to-suit lease obligation, where we are considered the owner of the asset, for accounting purposes only, during the construction period. There is a corresponding long-term liability for this obligation on our consolidated balance sheets under “Other liabilities, non-current.” Refer to Note 3 “Commitments and Contingencies” for details. Depreciation and amortization expense on Property and Equipment, net was $10.3 million , $8.0 million and $7.7 million for the fiscal years ended January 31, 2016 , 2015 and 2014 respectively. Included in depreciation and amortization expense during the fiscal year ended January 31, 2014 was a $2.1 million impairment charge of a long-lived asset for previously capitalized Storm software development costs as a result of our decision to make Storm available to customers at no cost. |
Acquisitions, Goodwill and Othe
Acquisitions, Goodwill and Other Intangible Assets | 12 Months Ended |
Jan. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions, Goodwill and Intangible Assets | Acquisitions, Goodwill and Intangible Assets Caspida On July 9, 2015, we acquired 100% of the voting equity interest of Caspida, Inc. (“Caspida”), a privately-held Delaware corporation, which develops technology that provides behavioral analytics to help detect, respond to and mitigate advanced security and insider security threats. This acquisition has been accounted for as a business combination. The purchase price of $128.4 million , paid in cash, was preliminarily allocated as follows: $45.8 million to identifiable intangible assets, $11.4 million to net deferred tax liability and $1.2 million to net assets acquired, with the excess $92.8 million of the purchase price over the fair value of net tangible and intangible assets acquired recorded as goodwill, allocated to our one operating segment. Goodwill is primarily attributable to the value expected from the synergies of the combination, including combined selling opportunities with our offerings as well as our ability to sell into the security market. This goodwill is not deductible for income tax purposes. The results of operations of Caspida, which are not material, have been included in our consolidated financial statements from the date of purchase. We are still finalizing the allocation of the purchase price, which may be subject to change as additional information becomes available to us. Additionally, we recognized $1.7 million of acquisition-related costs as general and administrative expense on our consolidated statements of operations. Per the terms of the merger agreement with Caspida, certain unvested shares of stock and unvested stock options held by Caspida employees were canceled and exchanged for unvested restricted stock units and replacement stock options to purchase shares of our common stock under our 2012 Equity Incentive Plan. Additionally, certain shares of stock held by key employees of Caspida were canceled and exchanged for unregistered restricted shares of our common stock subject to vesting. The fair value of $61.6 million of these issued awards, which are subject to the recipient’s continued service with us and thus excluded from the purchase price, will be recognized ratably as stock-based compensation expense over the required service period. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except useful life): Fair Value Useful Life (months) Developed technology $ 44,300 72 In-process research and development 1,300 Indefinite* Customer relationships 190 36 Total intangible assets acquired $ 45,790 ______________________ *The in-process research and development is considered an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts. Unaudited Pro Forma Financial Information The following unaudited pro forma information presents the combined results of operations as if the acquisition of Caspida had been completed on February 1, 2014, the beginning of the comparable prior annual reporting period. The unaudited pro forma results include: (i) amortization associated with preliminary estimates for the acquired intangible assets; (ii) recognition of post-acquisition stock-based compensation; and (iii) the associated tax impact on these unaudited pro forma adjustments. The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands, except per share amounts): Fiscal Year Ended January 31, 2016 2015 Revenues $ 668,435 $ 450,875 Net loss $ (301,527 ) $ (229,755 ) Basic and diluted net loss per share $ (2.38 ) $ (1.92 ) Metafor Software On June 23, 2015, we acquired 100% of the voting equity interest of Metafor Software Inc. (“Metafor”), a privately-held British Columbia corporation, which develops technology that provides anomaly detection and behavioral analytics for IT operations. This acquisition has been accounted for as a business combination. The purchase price of $16.4 million , paid in cash, was preliminarily allocated as follows: $2.7 million to identifiable intangible assets, $0.5 million to net assets acquired and $0.1 million to net deferred tax assets, with the excess $13.1 million of the purchase price over the fair value of net tangible and intangible assets acquired recorded as goodwill, allocated to our one operating segment. Goodwill is primarily attributable to the value expected from the synergies of the combination, including accelerating our anomaly detection capabilities for our core IT operations and security use cases. This goodwill is not deductible for income tax purposes. The results of operations of Metafor, which are not material, have been included in our consolidated financial statements from the date of purchase. Pro forma results of operations of Metafor have not been presented as we do not consider the results to have a material effect on any of the periods presented in our consolidated statements of operations. We are still finalizing the allocation of the purchase price, which may be subject to change as additional information becomes available to us. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except useful life): Fair Value Useful Life (months) Developed technology $ 2,300 48 Other acquired intangible assets 370 36 Total intangible assets acquired $ 2,670 Cloudmeter On December 6, 2013, we acquired Cloudmeter, a privately-held Delaware corporation, which developed technology that enables users to capture machine data directly from network traffic. This acquisition has been accounted for as a business combination. The purchase price of $21.0 million paid in cash was allocated as follows: $8.5 million to identifiable intangible assets, $0.6 million to net deferred tax liability recorded and $0.2 million to net liabilities assumed, and the excess $13.3 million of the purchase price over the fair value of net assets acquired was recorded as goodwill allocated to our one operating segment. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except useful life): Fair value Useful Life (months) Developed technology $ 7,330 48 In-process research and development 500 Indefinite* Customer relationships 160 36 Other acquired intangible assets 480 24-36 Total intangible assets subject to amortization $ 8,470 ______________________ *We recognized $0.5 million in expense related to the change in net realizable value of in-process research and development obtained upon the acquisition of Cloudmeter during the fiscal year ended January 31, 2015. BugSense On September 25, 2013, we acquired BugSense, a privately-held Delaware corporation, which developed and offered as a service an analytics solution for machine data generated by mobile devices. This acquisition has been accounted for as a business combination. The purchase price of $9.0 million paid in cash was allocated as follows: $4.7 million to identifiable intangible assets, $0.7 million to net deferred tax liability recorded and $0.7 million to net liabilities assumed, and the excess $5.7 million of the purchase price over the fair value of net assets acquired was recorded as goodwill allocated to our one operating segment. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except useful life): Fair value Useful Life (months) Developed technology $ 2,940 36 Customer relationships 1,460 36 Other acquired intangible assets 330 24 Total intangible assets subject to amortization $ 4,730 Goodwill Goodwill balances are presented below (in thousands): Carrying amount Balance as of January 31, 2015 $ 19,070 Goodwill acquired 105,916 Foreign currency translation adjustments (1,668 ) Balance as of January 31, 2016 $ 123,318 Intangible Assets Intangible assets subject to amortization realized from acquisitions as of January 31, 2016 are as follows (in thousands, except useful life): Gross Fair Value Accumulated Amortization Net Book Value Weighted-Average Remaining Useful Life (months) Developed technology $ 59,370 $ (12,088 ) $ 47,282 59 Customer relationships 1,810 (1,288 ) 522 14 Other acquired intangible assets 1,180 (802 ) 378 26 Total intangible assets subject to amortization $ 62,360 $ (14,178 ) $ 48,182 Additionally, we obtained $1.3 million of in-process research and development upon the acquisition of Caspida, which has an indefinite useful life. We will assess the carrying value and useful life of the asset once the associated research and development efforts are completed. The expected future amortization expense for acquired intangible assets as of January 31, 2016 is as follows (in thousands): Fiscal Period: Fiscal 2017 $ 11,891 Fiscal 2018 10,240 Fiscal 2019 7,987 Fiscal 2020 7,605 Fiscal 2021 7,383 Thereafter 3,076 Total amortization expense $ 48,182 |
Debt Financing Facilities
Debt Financing Facilities | 12 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Financing Facilities | Debt Financing Facilities On May 9, 2013 we entered into a Loan Agreement with Silicon Valley Bank, which was most recently amended in May 2015. As amended, the agreement provides for a revolving line of credit facility, which expires May 9, 2017. Under the agreement, we are able to borrow up to $25 million . Interest on any drawdown under the revolving line of credit accrues either at the prime rate ( 3.50% in January 2016 ) or the LIBOR rate plus 2.75% . As of January 31, 2016 , we had no balance outstanding under this agreement. The agreement includes restrictive covenants, in each case subject to certain exceptions, that limit our ability to: sell or otherwise dispose of our business or property; change our business, liquidate or dissolve or undergo a change in control; enter into mergers, consolidations and acquisitions; incur indebtedness; create liens; pay dividends or make distributions; make investments; enter into material transactions with affiliates; pay any subordinated debt or amend certain terms thereof; or become an investment company. We were in compliance with all covenants as of January 31, 2016 . |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
Stockholders Equity | Stockholders ’ Equity Common Stock Our certificate of incorporation, as amended and restated, authorizes us to issue 1,000,000,000 shares of common stock, $0.001 par value per share. At January 31, 2016 and January 31, 2015 , 131,543,467 shares and 123,538,492 shares of common stock were issued and outstanding, respectively. Early Exercise of Employee Options Stock options granted under our stock option plan provide certain employee option holders the right to exercise unvested options for shares of restricted common stock. Shares of restricted common stock, in the amounts of 0 and 18,750 at January 31, 2016 and January 31, 2015 , respectively, were subject to a repurchase right held by us at the original issuance price in the event the optionees’ employment is terminated either voluntarily or involuntarily. For early exercises of employee options, this repurchase right generally lapses as to 1/4th of the shares subject to the option on the first anniversary of the vesting start date and as to 1/48th of the shares monthly thereafter. These repurchase terms are considered to be a forfeiture provision and do not result in variable accounting. The restricted shares issued upon early exercise of stock options are legally issued and outstanding. However, these restricted shares are only deemed outstanding for basic earnings per share computation purposes upon the respective repurchase rights lapsing. We treat cash received from employees for the exercise of unvested options as a refundable deposit shown as a liability on our consolidated balance sheets. |
Stock Compensation Plans
Stock Compensation Plans | 12 Months Ended |
Jan. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation Plans | Stock Compensation Plans Equity Incentive Plans In November 2003, our board adopted the 2003 Equity Incentive Plan (the “2003 Plan”). The 2003 Plan authorizes the granting of common stock options and restricted stock awards to employees, directors and consultants. In January 2012, our board approved the 2012 Equity Incentive Plan (the “2012 Plan”), which became effective upon the effectiveness of our IPO registration statement on Form S-1, on April 18, 2012. The 2012 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance units and performance shares to our employees, directors and consultants and any parent or subsidiary corporations’ employees and consultants. Upon the effectiveness of our IPO registration statement on Form S-1, all shares that were reserved but not issued under the 2003 Plan became available for issuance under the 2012 Plan and no further shares will be granted pursuant to the 2003 Plan. Canceled or forfeited equity awards under the 2003 Plan will also become available for issuance under the 2012 Plan. The term of an incentive stock option may not exceed 10 years , except that with respect to any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must not exceed 5 years . Options and RSUs generally vest over 4 years . The 2012 plan provides for annual automatic increases on February 1 to the shares reserved for issuance. The automatic increase of the number of shares available for issuance under the 2012 Plan is equal to the least of 10 million shares, 5% of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year or such other amount as our board may determine. The following table summarizes the stock option, RSU and PSU award activity during the fiscal years ended January 31, 2015 and 2016 : Options Outstanding RSUs and PSUs Available Shares Weighted- Weighted- Aggregate Shares (in thousands) Balances as of January 31, 2014 5,918,773 11,094,438 $ 4.84 6.42 $ 800,933 9,993,688 Additional shares authorized 5,804,975 Options granted (40,000 ) 40,000 88.64 Options exercised — (4,213,746 ) 3.99 Options forfeited and expired 383,837 (383,837 ) 7.17 RSUs granted (6,470,969 ) 6,470,969 RSUs vested — (2,862,027 ) RSUs forfeited and canceled 1,122,262 (1,122,262 ) Balances as of January 31, 2015 6,718,878 6,536,855 $ 5.76 5.59 $ 301,532 12,480,368 Additional shares authorized 6,176,924 Options granted from acquisitions (86,753 ) 86,753 1.30 Options exercised — (2,755,556 ) 5.54 Options forfeited and expired 152,053 (152,053 ) 32.80 RSUs and PSUs granted (7,905,929 ) 7,905,929 RSUs vested — (4,136,073 ) RSUs forfeited and canceled 1,497,971 (1,497,971 ) Balances as of January 31, 2016 6,553,144 3,715,999 $ 4.72 4.24 $ 154,696 14,752,253 Vested and expected to vest 3,714,985 $ 4.72 4.24 $ 154,657 14,329,178 Exercisable as of January 31, 2016 3,493,106 $ 4.18 4.07 $ 147,212 (1) The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the closing market price of our common stock as of January 31, 2016 . During fiscal 2014, upon each settlement date of our outstanding RSUs to current employees, RSUs were withheld to cover the required withholding tax, which was based on the value of the RSU on the settlement date as determined by the closing price of our common stock on the trading day of the applicable settlement date. The remaining shares were delivered to the recipient as shares of our common stock. The amount remitted to the tax authorities for the employees’ tax obligation was reflected as a financing activity within our consolidated statements of cash flows. These shares withheld by us as a result of the net settlement of RSUs were not considered issued and outstanding, thereby reducing our shares outstanding used to calculate earnings per share. These shares were returned to the reserves and were available for future issuance under our 2012 Equity Incentive Plan. During fiscal 2015 and 2016, we required that employees sell a portion of the shares that they receive upon the vesting of RSUs in order to cover any required withholding taxes, rather than our previous approach of net share settlement. During fiscal 2016, we granted 235,000 PSUs to certain executives under our 2012 Equity Incentive Plan. The number of PSUs earned and eligible to vest will be determined after a one-year performance period, based on achievement of certain company financial performance measures and the recipient’s continued service with us. The number of shares of our stock to be received at vesting can range from 0% to 200% of the target amount. Compensation expense for PSUs is measured using the fair value at the date of grant and recorded over the vesting period under the graded-vesting attribution method, and may be adjusted over the vesting period based on interim estimates of performance against the pre-set objectives. During fiscal 2016 , $0.9 million in tax benefits have been realized from exercised stock options. At January 31, 2016 , there was a total unrecognized compensation cost of $5.1 million related to these stock options, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.0 years. At January 31, 2016 , there was a total unrecognized compensation cost of $714.5 million related to RSUs, adjusted for estimated forfeitures, which is expected to be recognized over the next 2.9 years . At January 31, 2016 , total unrecognized compensation cost was $11.3 million related to PSUs, adjusted for estimated forfeitures, which is expected to be recognized over the next 3.1 years. Additionally, during the fiscal year ended January 31, 2016 , we issued 671,782 RSAs as a result of an acquisition and at January 31, 2016 , total unrecognized compensation cost was $36.6 million related to RSAs, adjusted for estimated forfeitures, which is expected to be recognized over the next 2.9 years. The aggregate intrinsic value of options exercised during the fiscal year ended January 31, 2016 was $162.3 million . The weighted-average grant date fair value of options granted was $67.81 per share for the fiscal year ended January 31, 2016 . The weighted-average grant date fair value of RSUs granted was $60.67 per share for the fiscal year ended January 31, 2016 . The aggregate intrinsic value of RSUs vested during the fiscal year ended January 31, 2016 was $253.7 million . The weighted-average grant date fair value of PSUs granted was $61.83 per share for the fiscal year ended January 31, 2016 . The weighted-average grant date fair value of RSAs granted was $69.00 per share for the fiscal year ended January 31, 2016 . At January 31, 2015 , there was a total unrecognized compensation cost of $9.0 million related to these stock options, adjusted for estimated forfeitures, which was expected to be recognized over the next 0.9 years. The total intrinsic value of options exercised during fiscal 2015 and 2014 was $270.1 million and $359.3 million , respectively. The weighted-average grant date fair value of options granted was $43.31 per share and $35.86 per share for fiscal 2015 and 2014 , respectively. Employee Stock Purchase Plan Our 2012 Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation, at not less than 85% of the fair market value, as defined in the ESPP, subject to any plan limitations. The ESPP provides for consecutive 12 -month offering periods, starting on the first trading day on or after June 15 and December 15 of each year. The ESPP provides for an automatic increase of the number of shares available for issuance under the ESPP equal to the least of 4 million shares, 2% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or such other amount as may be determined by our board of directors. Stock-Based Compensation Expense Stock-based compensation expense related to our stock-based awards, employee stock purchases and restricted stock units was allocated as follows (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 Cost of revenues $ 26,057 $ 17,189 $ 5,283 Research and development 89,197 60,777 20,829 Sales and marketing 130,054 90,064 30,012 General and administrative 46,949 46,149 13,244 Total stock-based compensation expense $ 292,257 $ 214,179 $ 69,368 Valuation Assumptions We estimated the fair values of each option awarded on the date of grant using the Black-Scholes option pricing model utilizing the assumptions noted below. The expected term of the options is based on the average period the stock options are expected to remain outstanding calculated as the midpoint of the options’ vesting terms and contractual expiration periods, as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected stock price volatility for our stock was determined by examining the historical volatilities of a group of our industry peers as we do not have sufficient trading history of our common stock. The risk-free interest rate was calculated using the average of the published interest rates United States Treasury zero-coupon issues with maturities that approximate the expected term. The dividend yield assumption is zero as we do not have any history of, nor plans to make, dividend payments. The following assumptions were used to estimate the fair value of options granted to employees: Fiscal Year Ended January 31, 2016 2015 2014 Expected volatility 62.8 % 49.4 % 53.3 % Risk-free rate 1.58 % 1.96 % 1.75 % Dividend yield — — — Expected term (in years) 5.29 6.04 5.97 Forfeitures were estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differed from those estimates. Forfeitures were estimated based on historical experience. The following assumptions were used to estimate the fair value of nonemployee options: Fiscal Year Ended January 31, 2016* 2015 2014 Expected volatility — 50.5 - 51.4% 49.8 - 58.0% Risk-free rate — 1.85 - 2.43% 1.37 - 2.52% Dividend yield — — — Expected term (in years) — 6.70 - 7.96 7.45 - 9.12 _________________________ *No nonemployee options were granted or outstanding during the year ended January 31, 2016. The following assumptions were used to estimate the fair value of the ESPP: Fiscal Year Ended January 31, 2016 2015 2014 Expected volatility 37.3 - 57.1% 38.4 - 59.0% 33.9 - 44.4% Risk-free rate 0.11 - 0.69% 0.07 - 0.22% 0.08 - 0.13% Dividend yield — — — Expected term (in years) 0.50 - 1.00 0.50 - 1.00 0.50 - 1.00 |
Geographic Information
Geographic Information | 12 Months Ended |
Jan. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information Revenue Revenues by geography are based on the shipping address of the customer. The following tables present our revenues by geographic region for the periods presented (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 United States $ 501,802 $ 342,728 $ 234,458 International 166,633 108,147 68,165 Total revenues $ 668,435 $ 450,875 $ 302,623 Other than the United States, no other individual country exceeded 10% of total revenues during any of the periods presented. One channel partner represented 14% and a second channel partner represented 13% of total revenues during fiscal 2016. One channel partner represented 12% of total revenues during fiscal 2015. The revenues from these channel partners are comprised of a number of customer transactions, none of which were individually greater than 10% of total revenues during fiscal 2016 or 2015. No individual channel partners or customers represented greater than 10% of total revenues during fiscal 2014. At January 31, 2016 , one channel partner represented 26% and one customer represented 16% of total accounts receivable. At January 31, 2015 no channel partner or customer represented greater than 10% of total accounts receivable. Property and Equipment The following tables present our property and equipment by geographic region for the periods presented (in thousands): As of January 31, 2016 2015 United States $ 129,268 $ 47,236 International 5,727 3,138 Total property and equipment, net $ 134,995 $ 50,374 Other than the United States, no other individual country exceeded 10% of total property and equipment as of January 31, 2016 or 2015 . |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income tax expense consists of the following for the periods shown below (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 United States $ (294,624 ) $ (221,041 ) $ (80,900 ) International 7,980 6,201 1,898 Total $ (286,644 ) $ (214,840 ) $ (79,002 ) Income tax expense consists of the following for the periods shown below (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 Current tax provision: Federal $ — $ — $ — State 223 138 178 Foreign 3,045 2,465 1,202 Total current tax provision 3,268 2,603 1,380 Deferred tax provision: Federal (10,437 ) (170 ) (1,043 ) State (487 ) (14 ) (131 ) Foreign (216 ) (143 ) (200 ) Total deferred tax provision (11,140 ) (327 ) (1,374 ) Total tax provision (benefit) $ (7,872 ) $ 2,276 $ 6 For the fiscal year ended January 31, 2016 , our tax provision consisted principally of state taxes in the United States and foreign taxes from legal entities established in foreign jurisdictions and withholding taxes paid, offset by a partial release of valuation allowance on our United States deferred tax asset, as a result of the acquisition of Caspida during the 2016 fiscal year. For the fiscal year ended January 31, 2015 , our tax provision consisted principally of state and foreign income tax expense. For the fiscal year ended January 31, 2014 , our tax provision consisted principally of state and foreign income tax expense, offset by a partial release of valuation allowance on our United States deferred tax asset, as a result of the acquisitions made during the 2014 fiscal year. The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 Expected provision at United States federal statutory rate $ (97,459 ) $ (73,635 ) $ (26,861 ) State income taxes - net of federal benefit (8,730 ) (3,914 ) (2,124 ) Stock options 10,734 9,570 3,300 Research and development tax credits (11,965 ) (6,647 ) (6,309 ) Tax reserve for uncertain tax positions 26 (10 ) 8 Change in valuation allowance 108,300 75,910 32,069 Non-deductible expenses 2,632 1,006 866 Release of valuation allowance due to acquisitions (10,924 ) — (1,173 ) Other (486 ) (4 ) 230 Total tax provision (benefit) $ (7,872 ) $ 2,276 $ 6 Deferred tax assets and liabilities consist of the following (in thousands): Fiscal Year Ended January 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 151,917 $ 68,527 Accrued liabilities 7,995 7,362 Tax credit carryforwards 35,826 22,396 Stock-based compensation 34,912 24,772 Deferred revenue 22,200 14,996 Valuation allowance (236,174 ) (135,655 ) Total deferred tax assets 16,676 2,398 Deferred tax liabilities: Depreciation and amortization (16,184 ) (1,776 ) Total deferred tax liabilities (16,184 ) (1,776 ) Net deferred taxes 492 622 Recorded as: Current deferred tax assets — 15,017 Current valuation allowance — (14,682 ) Non-current deferred tax assets 236,666 121,260 Non-current valuation allowance (236,174 ) (120,973 ) Net deferred tax assets $ 492 $ 622 Net operating loss and tax credit carry forwards as of January 31, 2016 are as follows (in thousands): Amount Expiration years Net operating loss, federal $ 1,167,842 2025 - 2036 Net operating loss, state 797,389 2016 - 2036 Tax credit, federal 29,843 2026 - 2036 Tax credit, state 28,105 N/A ASC Topic 740, Income Taxes, requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that we assess that realization is more likely than not. Realization of the future tax benefits is dependent on our ability to generate sufficient taxable income within the carryforward period. Due to our history of U.S. operating losses, we believe the recognition of the deferred tax assets arising from the above mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, have provided a full valuation allowance against net U.S. deferred tax assets. The valuation allowance totaled $236.2 million , $135.7 million and $57.5 million for fiscal 2016 , 2015 , and 2014 , respectively. The gross increase in the valuation allowance was $100.5 million between fiscal 2016 and 2015 . At January 31, 2016 , we had federal and state net operating loss carryforwards of $1,167.8 million and $797.4 million , respectively. The net operating losses for federal and state purposes begin to expire starting in 2025 and 2016, respectively. Additionally, we had federal and state research and development tax credit carryforwards of $55.8 million and $34.9 million as of January 31, 2016 and 2015 , respectively. Our federal tax credits will start to expire in 2026 if not utilized. At January 31, 2016 , we also had $2.1 million of California Enterprise Zone credits. The California Enterprise Zone credits will expire in 2024 if not utilized. If certain factors change, we may determine that there is sufficient positive evidence to support a reversal of, or decrease in, the valuation allowance. If we were to reverse all or some part of our valuation allowance, our consolidated financial statements in the period of reversal would likely reflect an increase in assets on our balance sheet and a corresponding tax benefit to our consolidated statements of operations in the amount of the reversal. Because of certain prior period ownership changes, the utilization of a portion of our United States federal and state NOL and tax credit carryforwards may be limited. The excess tax benefits associated with stock option exercises are recorded to stockholders’ equity only when they reduce income taxes payable. As a result, the excess tax benefits are included in the net operating carryforwards, however, are not reflected in deferred tax assets for fiscal 2016 and 2015 . The excess tax benefits for fiscal year 2016 and 2015 are $279.8 million and $216.0 million , respectively. Our policy with regard to providing for income tax expense when excess tax benefits are utilized is to follow the “with-and-without” approach as described in ASC 740-20 and ASC 718. As of January 31, 2016 , our liability for uncertain tax positions was $12.5 million , of which $0.3 million would, if recognized, impact our effective tax rate. The remainder will not, if recognized, affect the effective income tax rate due to the valuation allowance that currently offsets deferred tax assets. Fiscal Year Ended January 31, (in thousands) 2016 2015 2014 Balance at beginning of year $ 8,462 $ 4,862 $ 2,105 Increase related to prior year tax positions — 889 — Decrease related to prior year tax positions — (24 ) — Increase related to current year tax positions 4,031 2,735 2,757 Balance at end of year $ 12,493 $ 8,462 $ 4,862 We are required to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we believe that our estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. We are subject to income taxes in United States federal and various state and local jurisdictions. Generally, we are no longer subject to United States federal, state and local tax examinations for tax years ended before January 31, 2012. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or credit carryforward. We accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of January 31, 2016 and 2015 , there was accrued interest and penalties of $106,000 and $94,000 , respectively. We intend either to invest our non-U.S. earnings indefinitely in foreign operations or to remit these earnings to our United States entities in a tax-free manner. For this reason, we do not record federal income taxes on the undistributed earnings of $12.6 million of our foreign subsidiaries. The determination of the amount of deferred taxes on these earnings is not practicable since the computation would depend on a number of factors that cannot be known unless a decision is made to repatriate the earnings. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Jan. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less the weighted-average unvested common stock subject to repurchase or forfeiture. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including preferred stock, stock options, RSUs, PSUs and RSAs, to the extent dilutive. The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share data): Fiscal Year Ended January 31, 2016 2015 2014 Numerator: Net loss $ (278,772 ) $ (217,116 ) $ (79,008 ) Denominator: Weighted-average common shares outstanding 127,415 119,813 105,143 Less: Weighted-average unvested common shares subject to repurchase or forfeiture (669 ) (38 ) (76 ) Weighted-average shares used to compute net loss per share, basic and diluted 126,746 119,775 105,067 Net loss per share, basic and diluted $ (2.20 ) $ (1.81 ) $ (0.75 ) Since we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of January 31, 2016 2015 2014 Shares subject to outstanding common stock options 3,715,999 6,536,855 11,094,438 Shares subject to outstanding RSUs, PSUs and RSAs 15,374,151 12,480,368 9,993,688 Employee stock purchase plan 548,221 281,716 56,369 Total 19,638,371 19,298,939 21,144,495 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Certain members of our board of directors (“Board”) serve on the board of directors of and/or are executive officers of, and, in some cases, are investors in, companies that are customers or vendors of ours. Certain of our executive officers also serve on the board of directors of companies that are customers or vendors of ours. All contracts with related parties are executed in the ordinary course of business. We recognized revenue from sales to these companies of $5.1 million , $3.1 million , and $3.1 million for the fiscal years ended January 31, 2016 , 2015 and 2014 , respectively. There were $ 0.5 million and $1.8 million in accounts receivable due from these companies as of January 31, 2016 and 2015 , respectively. We also recorded $2.3 million , $2.0 million , and $1.4 million in expenses related to purchases from these companies during the fiscal years ended January 31, 2016 , 2015 and 2014 , respectively. There were no accounts payable to these companies as of January 31, 2016 or January 31, 2015 . |
Description of the Business a21
Description of the Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year Our fiscal year ends on January 31. References to fiscal 2016 , for example, refer to the fiscal year ended January 31, 2016 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods covered by the financial statements and accompanying notes. In particular, we make estimates with respect to the fair value of multiple elements in revenue recognition, uncollectible accounts receivable, the assessment of the useful life and recoverability of long-lived assets (property and equipment, goodwill and identified intangibles), stock-based compensation expense, the fair value of assets acquired and liabilities assumed for business combinations, income taxes and contingencies. Actual results could differ from those estimates. |
Segments | Segments We operate our business as one operating segment: the development and marketing of software solutions that enable our customers to gain real-time operational intelligence by harnessing the value of their data. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Splunk Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Foreign Currency | Foreign Currency The functional currency of our foreign subsidiaries is their respective local currency. Translation adjustments arising from the use of differing exchange rates from period to period are included in Accumulated other comprehensive loss within the consolidated statement of stockholders’ equity. Foreign currency transaction gains and losses are included in Other income (expense), net and were not material for the three years ended January 31, 2016 . All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. |
Business Combinations | Business Combinations We use our best estimates and assumptions to allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Our estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill provided that we are within the measurement period. Upon the conclusion of the final determination of the fair value of assets acquired or liabilities assumed during the measurement period, any subsequent adjustments are recorded to our consolidated statements of operations. |
Revenue Recognition | Revenue Recognition We generate revenues primarily in the form of software license fees and related maintenance and services fees. License fees include perpetual license fees, term license fees and royalties. Maintenance and services primarily consist of fees for maintenance services (including support and unspecified upgrades and enhancements when and if they are available), training, professional services that are not essential to functionality and subscription software services. We recognize revenues when all of the following conditions are met: • there is persuasive evidence of an arrangement; • the software or services have been delivered to the customer; • the amount of fees to be paid by the customer is fixed or determinable; and • the collection of the related fees is probable. Signed agreements are used as evidence of an arrangement. If a contract signed by the customer does not exist, we use a purchase order as evidence of an arrangement. In cases where both a signed contract and a purchase order exist, we consider the signed contract to be the final persuasive evidence of an arrangement. Electronic delivery occurs when we provide the customer with access to the software via a license key. We assess whether a fee is fixed or determinable at the outset of the arrangement, primarily based on the payment terms associated with the transaction. We do not generally offer extended payment terms with typical terms of payment due between 30 and 60 days from delivery of software. We assess collectability of the fee based on a number of factors such as collection history and creditworthiness of the customer. If we determine that collectability is not probable, revenue is deferred until collectability becomes probable, generally upon receipt of cash. When contracts contain software-related multiple elements wherein vendor specific objective evidence (“VSOE”) exists for all undelivered elements and the services, if any, are not essential to the functionality of the delivered elements, we account for the delivered elements in accordance with the “Residual Method.” Perpetual license arrangements are typically accompanied by maintenance agreements. Maintenance revenues consist of fees for providing software updates on a when-and-if-available basis and technical support for software products for an initial term. Maintenance revenues are recognized ratably over the term of the agreement. We have established fair value for maintenance on perpetual licenses due to consistently priced standalone sales of maintenance. Revenues related to term license fees are recognized ratably over the contract term beginning on the date the customer has access to the software license key and continuing through the end of the contract term. In these cases, we do not have VSOE of fair value for maintenance, as fees for support and maintenance are bundled with the license over the entire term of the contract. License arrangements may also include professional services and training services, which are typically delivered early in the contract term. In determining whether professional services revenues should be accounted for separately from license revenues, we evaluate whether the professional services are considered essential to the functionality of the software using factors such as the nature of our software products; whether they are ready for use by the customer upon receipt; the nature of our implementation services, which typically do not involve significant customization to or development of the underlying software code; the availability of services from other vendors; whether the timing of payments for license revenues is coincident with performance of services; and whether milestones or acceptance criteria exist that affect the realizability of the software license fee. Substantially all of our professional services arrangements are billed on a time and materials basis and, accordingly, are recognized as the services are performed. Training revenues are recognized as training services are delivered. VSOE of fair value of professional and training services is based upon stand-alone sales of those services. Payments received in advance of services performed are deferred and recognized when the related services are performed. We are unable to establish VSOE of fair value for all undelivered elements in certain multiple element arrangements due to the lack of VSOE for maintenance services that are generally bundled with term licenses. In these instances, all revenue is recognized ratably over the period that the services are expected to be performed, commencing when all service periods have started. In arrangements where the expected service periods of maintenance services and professional or training services differ, we recognize all revenue over the longer of the expected service periods, which is generally the maintenance period. We do not offer credits or refunds and therefore have not recorded any sales return allowance for any of the periods presented. Upon a periodic review of outstanding accounts receivable, amounts that are deemed to be uncollectible are written off against the allowance for doubtful accounts. Our policy is to record revenues net of any applicable sales, use or excise taxes. We recognize revenues from the indirect sales channel upon sell-through by the partner or distributor. Sell-through is determined when we receive an order form from a reseller for a specific end-user sale. We do not offer right of return, product rotation or price protection to any of our channel partners. We also have licensing arrangements with OEM customers for which royalty fees are generally recognized as revenue upon receipt of reports of units shipped, respectively. Provided all other revenue criteria are met, the upfront, minimum, non-refundable license fees from OEM customers are recognized upon delivery, and on-going royalty fees are recognized upon reports of units shipped. In our consolidated statements of operations, revenues are categorized as license or maintenance and services revenues. We allocate revenues from arrangements containing multiple elements to each of these categories based on the VSOE of fair value for elements in each revenue arrangement and the application of the residual method for arrangements in which we have established VSOE of fair value for all undelivered elements. In arrangements where we are not able to establish VSOE of fair value for all undelivered elements, we first allocate revenues to any undelivered elements for which VSOE of fair value has been established, then allocate revenues to any undelivered elements for which VSOE of fair value has not been established based upon management’s best estimate of fair value of those undelivered elements and apply a residual method to determine the license fee. Management’s best estimate of fair value of undelivered elements for which VSOE of fair value has not been established is based upon the VSOE of similar offerings and other objective criteria. For multiple-element arrangements containing our non-software services, we: (1) determine whether each element constitutes a separate unit of accounting; (2) determine the fair value of each element using the selling price hierarchy of VSOE of selling price, third-party evidence (“TPE”) of selling price or best-estimated selling price (“BESP”), as applicable; and (3) allocate the total price to each separate unit of accounting based on the relative selling price method. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within our control. We determine BESP by considering our overall pricing objectives and market conditions. Significant pricing practices taken into consideration include our discounting practices, the size and volume of our transactions, our price lists, our go-to-market strategy, historical standalone sales and contract prices. As our go-to-market strategies evolve, we may modify our pricing practices in the future, which could result in changes in relative selling prices, including both VSOE and BESP. For multiple-element arrangements that contain both software and non-software elements, we allocate revenue to software or software-related elements as a group and any non-software elements separately based on the selling price hierarchy. We determine the selling price for each deliverable using VSOE of selling price, if it exists, or TPE of selling price. If neither VSOE nor TPE of selling price exist for a deliverable, we use BESP. Once revenue is allocated to software or software-related elements as a group, we recognize revenue in conformance with software revenue accounting guidance. Revenue is recognized when revenue recognition criteria are met for each element. In our subscription software services agreements, we include service level commitments to customers relating to levels of uptime availability and permitting those customers to receive credits in the event that we fail to meet those levels. To date, we have not incurred any material costs as a result of such commitments and have not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. Deferred revenue consists substantially of amounts invoiced in advance of revenue recognition for our products and services described above. We recognize deferred revenue as revenue only when the revenue recognition criteria are met. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid instruments with original or remaining maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. We do not hold or issue financial instruments for trading purposes. |
Investments | Investments We determine the appropriate classification of our investments at the time of purchase and reevaluate such determination at each balance sheet date. Securities are classified as available-for-sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the consolidated statements of comprehensive income (loss). Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Declines in fair value judged to be other-than-temporary on securities available for sale are included as a component of investment income. In order to determine whether a decline in value is other-than-temporary, we evaluate, among other factors, the duration and extent to which the fair value has been less than the carrying value and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of securities sold is based on the specific-identification method. Interest on securities classified as available-for-sale is included as a component of Interest income, net. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. We maintain the majority of our cash balance at two financial institutions that management believes are high-credit, quality financial institutions and invest our cash equivalents in highly rated money market funds. At January 31, 2016 , one channel partner represented 26% and one customer represented 16% of total accounts receivable. At January 31, 2015 no channel partners or customers represented greater than 10% of total accounts receivable. Our accounts receivable is subject to collection risks. Our gross accounts receivable is reduced for this risk by an allowance for doubtful accounts. This allowance is for estimated losses resulting from the inability of our customers to make required payments. It is an estimate and is regularly evaluated for adequacy by taking into consideration a combination of factors. We look at factors such as past collection experience, credit quality of the customer, age of the receivable balance, and current economic conditions. These factors are reviewed to determine whether an allowance for bad debts should be recorded to reduce the receivable balance to the amount believed to be collectible. The following table presents the changes in the allowance for doubtful accounts (in thousands): Fiscal Year Ended January 31, (in thousands) 2016 2015 2014 Balance at beginning of period $ 473 $ 758 $ 821 Add: bad debt expense 98 — 140 Less: write-offs, net of recoveries (40 ) (285 ) (203 ) Balance at end of period $ 531 $ 473 $ 758 |
Goodwill and Intangible Assets | Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments Goodwill and indefinite-lived intangible assets are carried at cost and are evaluated annually for impairment, or more frequently if circumstances exist that indicate that impairment may exist. When conducting our annual goodwill impairment assessment, we perform a quantitative evaluation of whether goodwill is impaired using the two-step impairment test. The first step is comparing the fair value of our reporting unit to its carrying value. We consider the enterprise to be the reporting unit for this analysis. If step one indicates that impairment potentially exists, the second step is performed to measure the amount of impairment, if any. We record the amount by which the carrying value of the goodwill exceeds its implied fair value, if any, as impairment. Finite-lived intangible assets are amortized over their useful lives. Each period we evaluate the estimated remaining useful life of our finite-lived intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of these assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, then the carrying amount of such assets is reduced to fair value. In-process research and development is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When in-process research and development projects are completed, the corresponding amount is reclassified as an amortizable intangible asset and is amortized over the asset’s estimated useful life. |
Long-Lived Assets and Impairment Assessments | We evaluate the recoverability of our long-lived assets including intangible and tangible assets. Acquired finite-lived intangible assets are amortized over their useful lives. We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. We recognize such impairment in the event the net book value of such assets exceeds their fair value. If the fair value of the long-lived assets exceeds the carrying value of the net assets assigned, then the assets are not impaired and no further testing is performed. If the carrying value of the net assets assigned exceeds the fair value of the assets, then we must perform the second step of the impairment test in order to determine the implied fair value. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from generally three to five years. Leasehold improvements are amortized over the shorter of the estimated useful life or the remaining lease term. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the consolidated statements of operations. Maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense in the period incurred. The following table presents the estimated useful lives of our property and equipment: Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of the useful life of the asset or the lease term |
Capitalized Software Development Costs | Capitalized Software Development Costs Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins upon the establishment of technological feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. We did not capitalize any internal software development costs for fiscal 2016 and 2015 because the cost incurred and the time between technological feasibility and product release was insignificant. We had no amortization expense from capitalized purchased technology during fiscal 2016 , 2015 or 2014 . Costs related to software acquired, developed or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during post implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. We define the design, configuration, and coding process as the application development stage. We did not capitalize any costs related to computer software developed for internal use in fiscal 2016 or 2015 . During the third quarter of fiscal 2014, we recognized a $2.1 million impairment charge for the remaining balance of the previously capitalized Storm software development costs as a result of our decision to make Splunk Storm available to customers at no cost. |
Commissions | Commissions Commissions are recorded as a component of sales and marketing expenses and consist of the variable compensation paid to our sales force. Sales commissions are earned and recorded at the time that a customer has entered into a binding purchase agreement. Commissions paid to sales personnel are recoverable only in the case that we cannot collect the invoiced amounts associated with a sales order. |
Leases | Leases We primarily lease our facilities under operating leases. For leases that contain rent escalation or rent concession provisions, we record the total rent expense during the lease term on a straight-line basis over the term of the lease. We record the difference between the rent paid and the straight-line rent expense as a current and non-current deferred rent liability in Accrued expenses and other liabilities and Other liabilities, non-current, respectively, on the consolidated balance sheets. |
Advertising Expense | Advertising Expense We expense advertising costs as incurred. We incurred $13.3 million , $8.4 million and $6.3 million in advertising expenses for fiscal 2016 , 2015 and 2014 , respectively. Advertising costs are recorded in sales and marketing expenses in the consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation We recognize compensation expense for all share-based payment awards, including stock options, restricted stock units (“RSUs”), performance units (“PSUs”) and restricted stock awards (“RSAs”), based on the estimated fair value of the award on the grant date in the consolidated statements of operations over the related vesting periods. The expense recorded is based on awards ultimately expected to vest and therefore is reduced by estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We calculate the fair value of options using the Black-Scholes method and expense using the straight-line attribution approach. We account for equity awards issued to non-employees, such as consultants, in accordance with the guidance relating to equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services, using the Black-Scholes method to determine the fair value of such instruments. Awards granted to non-employees are remeasured over the vesting period, and the resulting value is recorded as an expense over the period the services are received. The fair value of each option grant and stock purchase right granted under the Employee Stock Purchase Plan (“ESPP”) was estimated on the date of grant using the Black-Scholes option pricing model. We recognize stock-based compensation expense related to our ESPP on a straight-line basis over the offering period, which is twelve months. Stock-based compensation expense is recognized net of estimated forfeiture activity. The determination of the grant date fair value of options using an option-pricing model is affected by assumptions regarding a number of other complex and subjective variables, which include our expected stock price volatility over the expected term of the options, stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends. The number of PSUs earned and eligible to vest will be determined based on achievement of certain company financial performance measures and the recipient’s continued service with us. The number of shares of our stock to be received at vesting can range from 0% to 200% of the target amount. Compensation expense for PSUs is measured using the fair value at the date of grant and recorded over the vesting period under the graded-vesting attribution method, and may be adjusted over the vesting period based on interim estimates of performance against the pre-set objectives. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with authoritative guidance for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The guidance on accounting for uncertainty in income taxes requires us to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we believe that our estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 (Topic 842), Leases, which supersedes the lease recognition requirements in ASC Topic 840, Leases. The standard requires an entity to recognize right-of-use assets and lease liabilities arising from a lease for both financing and operating leases in the consolidated balance sheets but recognize the impact on the consolidated statement of operations and cash flows in a similar manner under current GAAP. The standard also requires additional qualitative and quantitative disclosures. The standard is effective for our first quarter of fiscal 2020, although early adoption is permitted. We are currently evaluating adoption methods and whether this standard will have a material impact on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01 (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires all equity investments, except those accounted for under the equity method of accounting or resulting in consolidation, to be measured at fair value with changes in fair value recognized in net income. The ASU also simplifies the impairment assessment for equity investments without readily determinable fair values, amends the presentation requirements for changes in the fair value of financial liabilities, requires presentation of financial instruments by measurement category and form of financial asset, and eliminates the requirement to disclose the methods and significant assumptions used in estimating the fair value of financial instruments. The standard is effective for our first quarter of fiscal 2019. We are currently evaluating adoption methods and whether this standard will have a material impact on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17 (Topic 740), Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement for an entity to separate deferred income tax liabilities and assets into current and non-current amounts in the consolidated balance sheets. To simplify the presentation of deferred income taxes, the amendments in this ASU require that current deferred tax liabilities and assets, including the corresponding valuation allowance, be classified as non-current in the consolidated balance sheets. The standard is effective for us for our first quarter of fiscal 2018, although early adoption is permitted. We early adopted this standard during our fourth quarter of fiscal year 2016 on a prospective basis. Prior periods were not retrospectively adjusted. In September 2015, the FASB issued ASU No. 2015-16 (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period after an acquisition within the reporting period they are determined. This is a change from the previous requirement that the adjustments be recorded retrospectively. The ASU also requires disclosure of the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the adjustment to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The standard is effective for us for our first quarter of fiscal 2017, although early adoption is permitted. We are currently evaluating adoption methods and whether this standard will have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05 (Subtopic 350-40), Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, then the customer should account for the arrangement as a service contract. The standard is effective for us for our first quarter of fiscal 2017, although early adoption is permitted, and will be applied on either a prospective or retrospective basis. We are currently evaluating adoption methods and whether this standard will have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09 (Topic 606), Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in Accounting Standards Codification 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which provides a one-year deferral in the effective date of ASU No. 2014-09. Early adoption will be permitted, but not earlier than the original effective date for annual and interim periods. In accordance with the deferral, the effective date applicable to us will be the first quarter of fiscal 2019. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. |
Description of the Business a22
Description of the Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of changes in the allowance for doubtful accounts | The following table presents the changes in the allowance for doubtful accounts (in thousands): Fiscal Year Ended January 31, (in thousands) 2016 2015 2014 Balance at beginning of period $ 473 $ 758 $ 821 Add: bad debt expense 98 — 140 Less: write-offs, net of recoveries (40 ) (285 ) (203 ) Balance at end of period $ 531 $ 473 $ 758 |
Schedule of estimated useful lives of property and equipment | The following table presents the estimated useful lives of our property and equipment: Useful Life Computer equipment and software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of the useful life of the asset or the lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial assets and liabilities that were measured on a recurring basis | The following table sets forth the fair value of our financial assets and liabilities that were measured on a recurring basis as of January 31, 2016 and 2015 (in thousands): January 31, 2016 January 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 374,571 $ — $ — $ 374,571 $ 374,682 $ — $ — $ 374,682 U.S. treasury securities — 607,892 — 607,892 — 627,931 — 627,931 Other — — 1,500 1,500 — — — — Reported as: Assets: Cash and cash equivalents $ 397,965 $ 374,682 Investments, current portion 584,498 462,849 Investments, non-current 1,500 165,082 Total $ 983,963 $ 1,002,613 |
Schedule of Available-for-sale Securities Reconciliation | We invested in U.S. treasury securities during the fiscal year ended January 31, 2016 and 2015 , which we have classified as available-for-sale securities. The following table presents our available-for-sale investments as of January 31, 2016 (in thousands): January 31, 2016 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: U.S. treasury securities $ 23,399 $ — $ (5 ) $ 23,394 Investments, current portion: U.S. treasury securities 584,554 158 (214 ) 584,498 Total available-for-sale investments $ 607,953 $ 158 $ (219 ) $ 607,892 The following table presents our available-for-sale investments as of January 31, 2015 (in thousands): January 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: U.S. treasury securities $ 462,831 $ 52 $ (34 ) $ 462,849 Investments, current portion: U.S. treasury securities 165,098 45 (61 ) 165,082 Total available-for-sale investments $ 627,929 $ 97 $ (95 ) $ 627,931 |
Schedule of Unrealized Loss on Investments | As of January 31, 2016 , the following marketable securities were in an unrealized loss position (in thousands): Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. treasury securities $ 212,532 $ (138 ) $ 164,298 $ (81 ) $ 376,830 $ (219 ) As of January 31, 2015 the following marketable securities were in an unrealized loss position (in thousands): Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. treasury securities $ 354,592 $ (95 ) $ — $ — $ 354,592 $ (95 ) |
Investments Classified by Contractual Maturity Date | The contractual maturities of our investments are as follows (in thousands): January 31, 2016 Due within one year $ 607,892 Total $ 607,892 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments required under the operating lease agreements | Future minimum rental payments required under our office lease agreements as of January 31, 2016 are as follows: Payments Due by Period* Total Less Than 1 1-3 years 3-5 years More Than 5 (in thousands) Office lease obligations $ 265,505 $ 18,541 $ 66,724 $ 58,905 $ 121,335 _________________________ *We entered into sublease agreements for portions of our office space and the future rental income of $2.0 million from these agreements has been included as an offset to our future minimum rental payments. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | Property and equipment consisted of the following (in thousands): As of January 31, 2016 2015 Computer equipment and software $ 43,883 $ 28,342 Furniture and fixtures 13,398 7,707 Leasehold improvements (1) 41,028 10,146 Construction in progress (2) 72,186 29,360 170,495 75,555 Less: accumulated depreciation and amortization (35,500 ) (25,181 ) Property and equipment, net $ 134,995 $ 50,374 |
Acquisitions, Goodwill and Ot26
Acquisitions, Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of finite-lived intangible assets | Intangible assets subject to amortization realized from acquisitions as of January 31, 2016 are as follows (in thousands, except useful life): Gross Fair Value Accumulated Amortization Net Book Value Weighted-Average Remaining Useful Life (months) Developed technology $ 59,370 $ (12,088 ) $ 47,282 59 Customer relationships 1,810 (1,288 ) 522 14 Other acquired intangible assets 1,180 (802 ) 378 26 Total intangible assets subject to amortization $ 62,360 $ (14,178 ) $ 48,182 |
Schedule of expected future amortization for capitalized computer software costs developed for internal use | The expected future amortization expense for acquired intangible assets as of January 31, 2016 is as follows (in thousands): Fiscal Period: Fiscal 2017 $ 11,891 Fiscal 2018 10,240 Fiscal 2019 7,987 Fiscal 2020 7,605 Fiscal 2021 7,383 Thereafter 3,076 Total amortization expense $ 48,182 |
BugSense | |
Business Acquisition [Line Items] | |
Schedule of finite-lived intangible assets acquired as part of business combination | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except useful life): Fair Value Useful Life (months) Developed technology $ 2,300 48 Other acquired intangible assets 370 36 Total intangible assets acquired $ 2,670 |
Cloudmeter | |
Business Acquisition [Line Items] | |
Schedule of finite-lived intangible assets acquired as part of business combination | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except useful life): Fair value Useful Life (months) Developed technology $ 7,330 48 In-process research and development 500 Indefinite* Customer relationships 160 36 Other acquired intangible assets 480 24-36 Total intangible assets subject to amortization $ 8,470 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option and RSU award activity | The following table summarizes the stock option, RSU and PSU award activity during the fiscal years ended January 31, 2015 and 2016 : Options Outstanding RSUs and PSUs Available Shares Weighted- Weighted- Aggregate Shares (in thousands) Balances as of January 31, 2014 5,918,773 11,094,438 $ 4.84 6.42 $ 800,933 9,993,688 Additional shares authorized 5,804,975 Options granted (40,000 ) 40,000 88.64 Options exercised — (4,213,746 ) 3.99 Options forfeited and expired 383,837 (383,837 ) 7.17 RSUs granted (6,470,969 ) 6,470,969 RSUs vested — (2,862,027 ) RSUs forfeited and canceled 1,122,262 (1,122,262 ) Balances as of January 31, 2015 6,718,878 6,536,855 $ 5.76 5.59 $ 301,532 12,480,368 Additional shares authorized 6,176,924 Options granted from acquisitions (86,753 ) 86,753 1.30 Options exercised — (2,755,556 ) 5.54 Options forfeited and expired 152,053 (152,053 ) 32.80 RSUs and PSUs granted (7,905,929 ) 7,905,929 RSUs vested — (4,136,073 ) RSUs forfeited and canceled 1,497,971 (1,497,971 ) Balances as of January 31, 2016 6,553,144 3,715,999 $ 4.72 4.24 $ 154,696 14,752,253 Vested and expected to vest 3,714,985 $ 4.72 4.24 $ 154,657 14,329,178 Exercisable as of January 31, 2016 3,493,106 $ 4.18 4.07 $ 147,212 (1) The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the closing market price of our common stock as of January 31, 2016 . |
Schedule of allocation of stock-based compensation expense related to stock-based awards, employee stock purchases and restricted stock units | Stock-based compensation expense related to our stock-based awards, employee stock purchases and restricted stock units was allocated as follows (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 Cost of revenues $ 26,057 $ 17,189 $ 5,283 Research and development 89,197 60,777 20,829 Sales and marketing 130,054 90,064 30,012 General and administrative 46,949 46,149 13,244 Total stock-based compensation expense $ 292,257 $ 214,179 $ 69,368 |
Valuation Assumptions | |
Schedule of assumptions that were used to estimate the fair value of the ESPP | The following assumptions were used to estimate the fair value of the ESPP: Fiscal Year Ended January 31, 2016 2015 2014 Expected volatility 37.3 - 57.1% 38.4 - 59.0% 33.9 - 44.4% Risk-free rate 0.11 - 0.69% 0.07 - 0.22% 0.08 - 0.13% Dividend yield — — — Expected term (in years) 0.50 - 1.00 0.50 - 1.00 0.50 - 1.00 |
Employees | |
Valuation Assumptions | |
Schedule of assumptions that were used to estimate the fair value of options granted | The following assumptions were used to estimate the fair value of options granted to employees: Fiscal Year Ended January 31, 2016 2015 2014 Expected volatility 62.8 % 49.4 % 53.3 % Risk-free rate 1.58 % 1.96 % 1.75 % Dividend yield — — — Expected term (in years) 5.29 6.04 5.97 |
Nonemployees | |
Valuation Assumptions | |
Schedule of assumptions that were used to estimate the fair value of options granted | The following assumptions were used to estimate the fair value of nonemployee options: Fiscal Year Ended January 31, 2016* 2015 2014 Expected volatility — 50.5 - 51.4% 49.8 - 58.0% Risk-free rate — 1.85 - 2.43% 1.37 - 2.52% Dividend yield — — — Expected term (in years) — 6.70 - 7.96 7.45 - 9.12 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of revenues by geographic region | The following tables present our revenues by geographic region for the periods presented (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 United States $ 501,802 $ 342,728 $ 234,458 International 166,633 108,147 68,165 Total revenues $ 668,435 $ 450,875 $ 302,623 |
Schedule of property and equipment | The following tables present our property and equipment by geographic region for the periods presented (in thousands): As of January 31, 2016 2015 United States $ 129,268 $ 47,236 International 5,727 3,138 Total property and equipment, net $ 134,995 $ 50,374 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income (loss) before income tax expense | Loss before income tax expense consists of the following for the periods shown below (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 United States $ (294,624 ) $ (221,041 ) $ (80,900 ) International 7,980 6,201 1,898 Total $ (286,644 ) $ (214,840 ) $ (79,002 ) |
Schedule of components of income tax expense | Income tax expense consists of the following for the periods shown below (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 Current tax provision: Federal $ — $ — $ — State 223 138 178 Foreign 3,045 2,465 1,202 Total current tax provision 3,268 2,603 1,380 Deferred tax provision: Federal (10,437 ) (170 ) (1,043 ) State (487 ) (14 ) (131 ) Foreign (216 ) (143 ) (200 ) Total deferred tax provision (11,140 ) (327 ) (1,374 ) Total tax provision (benefit) $ (7,872 ) $ 2,276 $ 6 |
Schedule of reconciliation of federal statutory income tax provision to effective income tax provision | The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows (in thousands): Fiscal Year Ended January 31, 2016 2015 2014 Expected provision at United States federal statutory rate $ (97,459 ) $ (73,635 ) $ (26,861 ) State income taxes - net of federal benefit (8,730 ) (3,914 ) (2,124 ) Stock options 10,734 9,570 3,300 Research and development tax credits (11,965 ) (6,647 ) (6,309 ) Tax reserve for uncertain tax positions 26 (10 ) 8 Change in valuation allowance 108,300 75,910 32,069 Non-deductible expenses 2,632 1,006 866 Release of valuation allowance due to acquisitions (10,924 ) — (1,173 ) Other (486 ) (4 ) 230 Total tax provision (benefit) $ (7,872 ) $ 2,276 $ 6 |
Schedule of components of deferred tax assets and liabilities | Deferred tax assets and liabilities consist of the following (in thousands): Fiscal Year Ended January 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 151,917 $ 68,527 Accrued liabilities 7,995 7,362 Tax credit carryforwards 35,826 22,396 Stock-based compensation 34,912 24,772 Deferred revenue 22,200 14,996 Valuation allowance (236,174 ) (135,655 ) Total deferred tax assets 16,676 2,398 Deferred tax liabilities: Depreciation and amortization (16,184 ) (1,776 ) Total deferred tax liabilities (16,184 ) (1,776 ) Net deferred taxes 492 622 Recorded as: Current deferred tax assets — 15,017 Current valuation allowance — (14,682 ) Non-current deferred tax assets 236,666 121,260 Non-current valuation allowance (236,174 ) (120,973 ) Net deferred tax assets $ 492 $ 622 |
Schedule of net operating loss and tax credit carry forwards | Net operating loss and tax credit carry forwards as of January 31, 2016 are as follows (in thousands): Amount Expiration years Net operating loss, federal $ 1,167,842 2025 - 2036 Net operating loss, state 797,389 2016 - 2036 Tax credit, federal 29,843 2026 - 2036 Tax credit, state 28,105 N/A |
Schedule of unrecognized tax positions | The remainder will not, if recognized, affect the effective income tax rate due to the valuation allowance that currently offsets deferred tax assets. Fiscal Year Ended January 31, (in thousands) 2016 2015 2014 Balance at beginning of year $ 8,462 $ 4,862 $ 2,105 Increase related to prior year tax positions — 889 — Decrease related to prior year tax positions — (24 ) — Increase related to current year tax positions 4,031 2,735 2,757 Balance at end of year $ 12,493 $ 8,462 $ 4,862 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of computation of historical basic and diluted net loss per share | The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share data): Fiscal Year Ended January 31, 2016 2015 2014 Numerator: Net loss $ (278,772 ) $ (217,116 ) $ (79,008 ) Denominator: Weighted-average common shares outstanding 127,415 119,813 105,143 Less: Weighted-average unvested common shares subject to repurchase or forfeiture (669 ) (38 ) (76 ) Weighted-average shares used to compute net loss per share, basic and diluted 126,746 119,775 105,067 Net loss per share, basic and diluted $ (2.20 ) $ (1.81 ) $ (0.75 ) |
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of January 31, 2016 2015 2014 Shares subject to outstanding common stock options 3,715,999 6,536,855 11,094,438 Shares subject to outstanding RSUs, PSUs and RSAs 15,374,151 12,480,368 9,993,688 Employee stock purchase plan 548,221 281,716 56,369 Total 19,638,371 19,298,939 21,144,495 |
Description of the Business a31
Description of the Business and Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Jul. 09, 2015segment | Jun. 23, 2015segment | Jan. 31, 2014USD ($)$ / sharesshares | Jan. 31, 2016USD ($)segment | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($)$ / sharesshares |
Follow-on Offering | ||||||
Shares offered by the stockholders to the public | shares | 6,900,000 | 6,900,000 | ||||
Shares of common stock issued pursuant to the full exercise of overallotment option granted to the underwriters | shares | 900,000 | |||||
Share price of shares offered by the stockholders to the public (in dollars per share) | $ / shares | $ 81 | $ 81 | ||||
Proceeds from follow-on offering | $ 558,900 | |||||
Underwriting discounts and commissions | 19,600 | |||||
Proceeds from follow-on offering, net of offering costs | 539,300 | $ 0 | $ 0 | $ 539,339 | ||
Segments | ||||||
Number of operating segments | segment | 1 | 1 | 1 | |||
Cash and Cash Equivalents and Restricted Cash | ||||||
Amount of cash and cash equivalents invested in money market funds | $ 864,000 | $ 374,600 | $ 374,700 | $ 864,000 | ||
Minimum | ||||||
Revenue Recognition | ||||||
Accounts receivable payment terms | 30 days | |||||
Maximum | ||||||
Revenue Recognition | ||||||
Accounts receivable payment terms | 60 days |
Description of the Business a32
Description of the Business and Significant Accounting Policies (Details 2) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016USD ($)customerfinancial_institution | Jan. 31, 2015USD ($)customer | Jan. 31, 2014USD ($) | |
Changes in the allowance for doubtful accounts | |||
Balance at beginning of period | $ 473 | $ 758 | $ 821 |
Add: bad debt expense | 98 | 0 | 140 |
Less: write-offs, net of recoveries | (40) | (285) | (203) |
Balance at end of period | $ 531 | $ 473 | $ 758 |
Cash | Credit concentration | |||
Concentration of Risk | |||
Number of financial institutions | financial_institution | 2 | ||
Accounts receivable | Customer concentration | |||
Concentration of Risk | |||
Percentage of concentration | 10.00% | ||
Number of customers | customer | 2 | 0 | |
Customer One [Member] | Accounts receivable | Customer concentration | |||
Concentration of Risk | |||
Percentage of concentration | 26.00% | ||
Number of customers | customer | 1 | ||
Customer Two [Member] | Accounts receivable | Customer concentration | |||
Concentration of Risk | |||
Percentage of concentration | 16.00% | ||
Number of customers | customer | 1 |
Description of the Business a33
Description of the Business and Significant Accounting Policies (Details 3) | 12 Months Ended |
Jan. 31, 2016 | |
Minimum | |
Property and Equipment | |
Useful Life | 3 years |
Maximum | |
Property and Equipment | |
Useful Life | 5 years |
Computer equipment and software | |
Property and Equipment | |
Useful Life | 3 years |
Furniture and fixtures | |
Property and Equipment | |
Useful Life | 5 years |
Description of the Business a34
Description of the Business and Significant Accounting Policies (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Description of the Business and Significant Accounting Policies | |||
Impairment of long-lived asset | $ 0 | $ 0 | $ 2,128 |
Commissions | |||
Commission expense | 88,500 | 61,000 | 54,000 |
Leases | |||
Lease rent expenses | 12,800 | 10,500 | 6,400 |
Advertising Expense | |||
Advertising expenses | $ 13,300 | $ 8,400 | $ 6,300 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 |
Fair Value Measurements | |||
Money market funds | $ 374,600 | $ 374,700 | $ 864,000 |
U.S. treasury securities | 607,892 | 627,931 | |
Recurring basis | Level 1 | |||
Fair Value Measurements | |||
Money market funds | 374,571 | 374,682 | |
U.S. treasury securities | 0 | 0 | |
Other Assets | 0 | 0 | |
Recurring basis | Level 2 | |||
Fair Value Measurements | |||
Money market funds | 0 | 0 | |
U.S. treasury securities | 607,892 | 627,931 | |
Other Assets | 0 | 0 | |
Recurring basis | Level 3 | |||
Fair Value Measurements | |||
Money market funds | 0 | 0 | |
U.S. treasury securities | 0 | 0 | |
Other Assets | 1,500 | 0 | |
Total | Recurring basis | |||
Fair Value Measurements | |||
Money market funds | 374,571 | 374,682 | |
U.S. treasury securities | 607,892 | 627,931 | |
Other Assets | 1,500 | 0 | |
Assets: | |||
Cash and cash equivalents | 397,965 | 374,682 | |
Investments, current portion | 584,498 | 462,849 | |
Investments, non-current | 1,500 | 165,082 | |
Total | $ 983,963 | $ 1,002,613 |
Fair Value Measurements - Amort
Fair Value Measurements - Amortized Cost To Fair Value Reconciliation (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 607,953 | $ 627,929 |
Unrealized Gains | 158 | 97 |
Unrealized Losses | (219) | (95) |
Fair Value | 607,892 | 627,931 |
Cash and cash equivalents: | U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 23,399 | 462,831 |
Unrealized Gains | 0 | 52 |
Unrealized Losses | (5) | (34) |
Fair Value | 23,394 | 462,849 |
Investments, current portion: | U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 584,554 | 165,098 |
Unrealized Gains | 158 | 45 |
Unrealized Losses | (214) | (61) |
Fair Value | $ 584,498 | $ 165,082 |
Fair Value Measurements - Secur
Fair Value Measurements - Securities in Unrealized Loss Position (Details) - U.S. treasury securities - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Fair Value | ||
Less than 12 Months | $ 212,532 | $ 354,592 |
12 Months or Greater | 164,298 | 0 |
Total | 376,830 | 354,592 |
Unrealized Losses | ||
Less than 12 Months | (138) | (95) |
12 Months or Greater | (81) | 0 |
Total | $ (219) | $ (95) |
Fair Value Measurements - Contr
Fair Value Measurements - Contractual maturities (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Fair Value Measurements | ||
Due within one year | $ 607,892 | |
Total | 607,892 | $ 627,931 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements | ||
Total | 0 | $ 0 |
Convertible Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements | ||
Available-for-sale Securities | $ 1,500 |
Commitments and Contingencies39
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 12,800 | $ 10,500 | $ 6,400 | |
Office lease obligations | ||||
Total | [1] | 265,505 | ||
Less Than 1 year | [1] | 18,541 | ||
1-3 years | [1] | 66,724 | ||
3-5 years | [1] | 58,905 | ||
More Than 5 years | [1] | 121,335 | ||
Operating lease obligations | ||||
Future minimum sublease rental payments, as an offset to the future minimum rental payments | $ 2,000 | |||
[1] | $2.0 million |
Commitments and Contingencies40
Commitments and Contingencies (Details 2) ft² in Thousands | Aug. 24, 2015USD ($)ft² | Apr. 29, 2014USD ($)ft² | Jan. 31, 2016USD ($) | May. 13, 2014USD ($) | |
Leases | |||||
Base rent obligation | [1] | $ 265,505,000 | |||
Indemnification Arrangements | |||||
Commitments and Contingencies | |||||
Accrued obligations | $ 0 | ||||
San Jose, CA, 500 Santana Row [Member] | |||||
Leases | |||||
Area of Real Estate Property | ft² | 235 | ||||
Term of office lease | 10 years 9 months | ||||
Base rent obligation | $ 120,500,000 | ||||
San Francisco, CA , 270 Brannan Street [Member] | |||||
Leases | |||||
Area of Real Estate Property | ft² | 182 | ||||
Term of office lease | 84 months | ||||
Base rent obligation | $ 92,000,000 | ||||
Amount to be maintained in Letter of Credit as Security for Lease Arrangement | $ 6,000,000 | ||||
San Francisco, CA , 270 Brannan Street - Initial Premises [Member] | |||||
Leases | |||||
Area of Real Estate Property | ft² | 95 | ||||
San Francisco, CA , 270 Brannan Street - Must-Take Premises [Member] | |||||
Leases | |||||
Area of Real Estate Property | ft² | 87 | ||||
[1] | $2.0 million |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Property and Equipment | |||
Property and equipment, gross | $ 170,495 | $ 75,555 | |
Less: accumulated depreciation and amortization | (35,500) | (25,181) | |
Property and equipment, net | 134,995 | 50,374 | |
Depreciation and amortization expense | 10,300 | 8,000 | $ 7,700 |
Impairment of long-lived assets | 0 | 0 | $ 2,128 |
Leasehold Improvements Not In Service [Member] | |||
Property and Equipment | |||
Property and equipment, gross | 28,900 | 600 | |
Computer equipment and software | |||
Property and Equipment | |||
Property and equipment, gross | 43,883 | 28,342 | |
Furniture and fixtures | |||
Property and Equipment | |||
Property and equipment, gross | 13,398 | 7,707 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | 41,028 | 10,146 | |
Construction in Progress [Member] | |||
Property and Equipment | |||
Property and equipment, gross | $ 72,186 | $ 29,360 |
Acquisitions, Goodwill and Ot42
Acquisitions, Goodwill and Other Intangible Assets (Details Textual) $ in Thousands | Jul. 09, 2015USD ($)segment | Jun. 23, 2015USD ($)segment | Dec. 06, 2013USD ($) | Sep. 25, 2013USD ($) | Jan. 31, 2016USD ($)segment | Jul. 31, 2015USD ($) | Jan. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 123,318 | $ 123,318 | $ 19,070 | ||||
Number of operating segments | segment | 1 | 1 | 1 | ||||
Cloudmeter | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 21,000 | ||||||
Goodwill | 13,300 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 8,500 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 600 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ 200 | ||||||
Caspida [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Payments to Acquire Businesses, Gross | $ 128,400 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 45,790 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 11,400 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,200 | ||||||
Goodwill | 92,800 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 61,600 | ||||||
Caspida [Member] | General and administrative | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Acquisition Related Costs | $ 1,700 | ||||||
Metafor Software [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Payments to Acquire Businesses, Gross | $ 16,400 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,700 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 500 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 100 | ||||||
Goodwill | 13,100 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,670 | ||||||
BugSense | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 9,000 | ||||||
Goodwill | 5,700 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 4,700 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 700 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ 700 |
Acquisitions, Goodwill and Ot43
Acquisitions, Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Jul. 09, 2015 | Jun. 23, 2015 | Dec. 06, 2013 | Sep. 25, 2013 | Jan. 31, 2016 |
Developed technology | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 59 months | ||||
Customer relationships | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 months | ||||
Other Intangible Assets [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 26 months | ||||
Cloudmeter | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 8,500 | ||||
Finite-lived Intangible Assets Acquired | $ 8,470 | ||||
Cloudmeter | Developed technology | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 48 months | ||||
Finite-lived Intangible Assets Acquired | $ 7,330 | ||||
Cloudmeter | In Process Research and Development [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Indefinite-lived Intangible Assets Acquired | $ 500 | ||||
Cloudmeter | Customer relationships | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 36 months | ||||
Finite-lived Intangible Assets Acquired | $ 160 | ||||
Cloudmeter | Other Intangible Assets [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 480 | ||||
BugSense | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,700 | ||||
Finite-lived Intangible Assets Acquired | $ 4,730 | ||||
BugSense | Developed technology | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 36 months | ||||
Finite-lived Intangible Assets Acquired | $ 2,940 | ||||
BugSense | Customer relationships | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 36 months | ||||
Finite-lived Intangible Assets Acquired | $ 1,460 | ||||
BugSense | Other Intangible Assets [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 24 months | ||||
Finite-lived Intangible Assets Acquired | $ 330 | ||||
Metafor Software [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,670 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,700 | ||||
Metafor Software [Member] | Developed technology | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,300 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 48 months | ||||
Metafor Software [Member] | Other Intangible Assets [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 370 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 36 months | ||||
Caspida [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 45,790 | ||||
Caspida [Member] | Developed technology | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 44,300 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 72 months | ||||
Caspida [Member] | In Process Research and Development [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | $ 1,300 | ||||
Caspida [Member] | Customer relationships | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 190 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 36 months | ||||
Minimum | Cloudmeter | Other Intangible Assets [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 24 months | ||||
Maximum | Cloudmeter | Other Intangible Assets [Member] | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 36 months |
Acquisitions, Goodwill and Ot44
Acquisitions, Goodwill and Other Intangible Assets (Details 1) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jan. 31, 2016USD ($)company$ / shares | Jan. 31, 2015USD ($)$ / shares | |
Business Combinations [Abstract] | ||
Number of Businesses Acquired | company | 2 | |
Business Acquisition, Pro Forma Revenue | $ 668,435 | $ 450,875 |
Business Acquisition, Pro Forma Net Income (Loss) | $ (301,527) | $ (229,755) |
Business Acquisition, Pro Forma Earnings Per Share, Basic and Diluted | $ / shares | $ (2.38) | $ (1.92) |
Acquisitions, Goodwill and Ot45
Acquisitions, Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
Business Combinations [Abstract] | |||
Goodwill | $ 123,318 | $ 123,318 | $ 19,070 |
Goodwill, Acquired During Period | 105,916 | ||
Goodwill, Translation Adjustments | $ (1,668) |
Acquisitions, Goodwill and Ot46
Acquisitions, Goodwill and Other Intangible Assets Acquisitions, Goodwill and Other Intangible Assets (Details 3) $ in Thousands | 12 Months Ended |
Jan. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Assets, Gross | $ 62,360 |
Finite-Lived Intangible Assets, Accumulated Amortization | (14,178) |
Finite-Lived Intangible Assets, Net | $ 48,182 |
Developed Technology Rights [Member] | |
Business Acquisition [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 59 months |
Finite-Lived Intangible Assets, Gross | $ 59,370 |
Finite-Lived Intangible Assets, Accumulated Amortization | (12,088) |
Finite-Lived Intangible Assets, Net | $ 47,282 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 months |
Finite-Lived Intangible Assets, Gross | $ 1,810 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,288) |
Finite-Lived Intangible Assets, Net | $ 522 |
Other Intangible Assets [Member] | |
Business Acquisition [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 26 months |
Finite-Lived Intangible Assets, Gross | $ 1,180 |
Finite-Lived Intangible Assets, Accumulated Amortization | (802) |
Finite-Lived Intangible Assets, Net | $ 378 |
Acquisitions, Goodwill and Ot47
Acquisitions, Goodwill and Other Intangible Assets Acquisitions, Goodwill and Other Intangible Assets (Details 4) $ in Thousands | Jan. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 11,891 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 10,240 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 7,987 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 7,605 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 7,383 |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 3,076 |
Finite-Lived Intangible Assets, Net | $ 48,182 |
Debt Financing Facilities (Deta
Debt Financing Facilities (Details) - Revolving line of credit facility - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | May. 09, 2013 | |
Debt Financing Facilities | ||
Maximum borrowing capacity | $ 25,000,000 | |
Prime rate (as a percent) | 3.50% | |
Amount outstanding | $ 0 | |
LIBOR | ||
Debt Financing Facilities | ||
Margin over prime rate (as a percent) | 2.75% |
Stockholders Equity (Details)
Stockholders Equity (Details) | 12 Months Ended | |
Jan. 31, 2016$ / sharesshares | Jan. 31, 2015$ / sharesshares | |
Equity [Abstract] | ||
Number of shares of common stock authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Shares of common stock issued | 131,543,467 | 123,538,492 |
Common stock, shares outstanding | 131,543,467 | 123,538,492 |
Early Exercise of Employee Options | ||
Shares of restricted common stock, subject to a repurchase right | 0 | 18,750 |
Portion of shares from early exercises of employee options for which the repurchase right lapses on the first anniversary of the vesting start date. | 0.25 | 0.25 |
Portion of shares from early exercises of employee options for which the repurchase right lapses on monthly basis after the first anniversary of the vesting start date. | 0.0208 | 0.0208 |
Stock Compensation Plans (Detai
Stock Compensation Plans (Details) - shares | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Available for Grant | ||
Balances at the beginning of the period (in shares) | 6,718,878 | 5,918,773 |
Additional shares authorized | 6,176,924 | 5,804,975 |
Options granted (in shares) | (86,753) | (40,000) |
Options exercised (in shares) | 0 | 0 |
Options forfeited and expired (in shares) | 152,053 | 383,837 |
RSUs granted (in shares) | (7,905,929) | (6,470,969) |
RSUs vested (in shares) | 0 | 0 |
RSUs forfeited (in shares) | 1,497,971 | 1,122,262 |
Balances at the end of the period (in shares) | 6,553,144 | 6,718,878 |
Stock Compensation Plans (Det51
Stock Compensation Plans (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | ||
Stock Compensation Plans | ||||
Future grants under 2003 Plan (in shares) | 0 | |||
Number of shares available for issuance | 6,553,144 | 6,718,878 | 5,918,773 | |
Shares | ||||
Options granted (in shares) | 86,753 | 40,000 | ||
Options exercised (in shares) | 0 | 0 | ||
Options forfeited and expired (in shares) | (152,053) | (383,837) | ||
Number of Shares | ||||
Equity other than options granted (in shares) | 7,905,929 | 6,470,969 | ||
RSUs vested (in shares) | 0 | 0 | ||
RSUs forfeited (in shares) | (1,497,971) | (1,122,262) | ||
ESPP | ||||
Stock Compensation Plans | ||||
Number of shares available for issuance | 4,000,000 | |||
Percentage of outstanding shares available for issuance | 2.00% | |||
Employee Stock Purchase Plan | ||||
Maximum percentage of eligible compensation that can be used to purchase shares of common stock | 15.00% | |||
Purchase price of shares as a percentage of fair value of common stock | 85.00% | |||
Offering period | 12 months | |||
2012 plan | ||||
Stock Compensation Plans | ||||
Number of shares available for issuance | 10,000,000 | |||
Percentage of outstanding shares available for issuance | 5.00% | |||
Options | ||||
Shares | ||||
Outstanding at the beginning of the period (in shares) | 6,536,855 | 11,094,438 | ||
Options granted (in shares) | 86,753 | 40,000 | ||
Options exercised (in shares) | (2,755,556) | (4,213,746) | ||
Options forfeited and expired (in shares) | (152,053) | (383,837) | ||
Outstanding at the end of the period (in shares) | 3,715,999 | 6,536,855 | 11,094,438 | |
Vested and expected to vest at the end of the period (in shares) | 3,714,985 | |||
Vested and exercisable at the end of the period (in shares) | 3,493,106 | |||
Weighted-Average Exercise Price Per Share | ||||
Balances at the beginning of the period (in dollars per share) | $ 5.76 | $ 4.84 | ||
Options granted (in dollars per share) | 1.30 | 88.64 | ||
Options exercised (in dollars per share) | 5.54 | 3.99 | ||
Options forfeited (in dollars per share) | 32.80 | 7.17 | ||
Balances at the end of the period (in dollars per share) | 4.72 | $ 5.76 | $ 4.84 | |
Vested and expected to vest at the end of the period (in dollars per share) | 4.72 | |||
Vested and exercisable at the end of the period (in dollars per share) | $ 4.18 | |||
Weighted-Average Remaining Contractual Term | ||||
Balances at the end of the period | 4 years 2 months 27 days | 5 years 7 months 2 days | 6 years 5 months 1 day | |
Vested and expected to vest at the end of the period | 4 years 2 months 27 days | |||
Vested and exercisable at the end of the period | 4 years 26 days | |||
Aggregate Intrinsic Value | ||||
Outstanding at the end of the period (in dollars) | [1] | $ 154,696 | $ 301,532 | $ 800,933 |
Vested and expected to vest at the end of the period (in dollars) | [1] | 154,657 | ||
Vested and exercisable at the end of the period (in dollars) | [1] | 147,212 | ||
Number of Shares | ||||
Tax benefits that have been realized from exercised stock options | 900 | |||
Unrecognized compensation cost | ||||
Total unrecognized compensation cost related to stock options | $ 5,100 | $ 9,000 | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year | 10 months 24 days | ||
Additional disclosures | ||||
Total intrinsic value of options exercised (in dollars) | $ 162,300 | $ 270,100 | $ 359,300 | |
Weighted-average grant date fair value of options granted (in dollars per share) | $ 67.81 | $ 43.31 | $ 35.86 | |
Options | Maximum | ||||
Stock Compensation Plans | ||||
Terms of options | 10 years | |||
Voting power of all classes or outstanding stock (as a percent) | 10.00% | |||
Term of an incentive stock option of participant who owns more than 10% of the voting power | 5 years | |||
RSUs | ||||
Stock Compensation Plans | ||||
Vesting period | 4 years | |||
Number of Shares | ||||
Balances at the beginning of the period (in shares) | 12,480,368 | 9,993,688 | ||
Equity other than options granted (in shares) | 7,905,929 | 6,470,969 | ||
RSUs vested (in shares) | (4,136,073) | (2,862,027) | ||
RSUs forfeited (in shares) | (1,497,971) | (1,122,262) | ||
Balances at the end of the period (in shares) | 14,752,253 | 12,480,368 | 9,993,688 | |
RSU's vested and expected to vest at the end of the period (in shares) | 14,329,178 | |||
Unrecognized compensation cost | ||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 10 months 24 days | |||
Total unrecognized compensation cost | $ 714,500 | |||
Additional disclosures | ||||
Weighted-average grant date fair value of RSUs granted (in dollars per share) | $ 60.67 | |||
Aggregate intrinsic value of RSUs vested (in dollars) | $ 253,700 | |||
Performance Shares [Member] | ||||
Number of Shares | ||||
Equity other than options granted (in shares) | 235,000 | |||
Unrecognized compensation cost | ||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 3 years 1 month 6 days | |||
Total unrecognized compensation cost | $ 0 | |||
Additional disclosures | ||||
Weighted-average grant date fair value of RSUs granted (in dollars per share) | $ 61.83 | |||
Performance Shares [Member] | Maximum | ||||
Stock Compensation Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 200.00% | |||
Performance Shares [Member] | Minimum | ||||
Stock Compensation Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | |||
Unregistered Restricted Stock [Member] | ||||
Number of Shares | ||||
Equity other than options granted (in shares) | 671,782 | |||
Unrecognized compensation cost | ||||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 10 months 24 days | |||
Total unrecognized compensation cost | $ 36,600 | |||
Additional disclosures | ||||
Weighted-average grant date fair value of RSUs granted (in dollars per share) | $ 69 | |||
[1] | The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the closing market price of our common stock as of January 31, 2016. |
Stock Compensation Plans (Det52
Stock Compensation Plans (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | $ 292,257 | $ 214,179 | $ 69,368 |
Cost of revenues | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | 26,057 | 17,189 | 5,283 |
Research and development | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | 89,197 | 60,777 | 20,829 |
Sales and marketing | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | 130,054 | 90,064 | 30,012 |
General and administrative | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | $ 46,949 | $ 46,149 | $ 13,244 |
Stock Compensation Plans (Det53
Stock Compensation Plans (Details 4) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
ESPP | |||
Assumptions used to determine the fair value of options | |||
Expected volatility, minimum (as a percent) | 37.30% | 38.40% | 33.90% |
Expected volatility, maximum (as a percent) | 57.10% | 59.00% | 44.40% |
Risk-free rate, minimum (as a percent) | 0.11% | 0.07% | 0.08% |
Risk-free rate, maximum (as a percent) | 0.69% | 0.22% | 0.13% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
ESPP | Minimum | |||
Assumptions used to determine the fair value of options | |||
Expected term | 6 months | 6 months | 6 months |
ESPP | Maximum | |||
Assumptions used to determine the fair value of options | |||
Expected term | 1 year | 1 year | 1 year |
Options | Employees | |||
Assumptions used to determine the fair value of options | |||
Expected volatility, minimum (as a percent) | |||
Expected volatility (as a percent) | 62.80% | 49.40% | 53.30% |
Expected volatility, maximum (as a percent) | |||
Risk-free rate, minimum (as a percent) | |||
Risk-free rate (as a percent) | 1.58% | 1.96% | 1.75% |
Risk-free rate, maximum (as a percent) | |||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Expected term | 5 years 3 months 15 days | 6 years 15 days | 5 years 11 months 19 days |
Options | Employees | Minimum | |||
Assumptions used to determine the fair value of options | |||
Expected term | |||
Options | Employees | Maximum | |||
Assumptions used to determine the fair value of options | |||
Expected term | |||
Options | Nonemployees | |||
Assumptions used to determine the fair value of options | |||
Expected volatility, minimum (as a percent) | 50.50% | 49.80% | |
Expected volatility, maximum (as a percent) | 51.40% | 58.00% | |
Risk-free rate, minimum (as a percent) | 1.85% | 1.37% | |
Risk-free rate, maximum (as a percent) | 2.43% | 2.52% | |
Dividend yield (as a percent) | 0.00% | 0.00% | |
Options | Nonemployees | Minimum | |||
Assumptions used to determine the fair value of options | |||
Expected term | 6 years 8 months 12 days | 7 years 5 months 12 days | |
Options | Nonemployees | Maximum | |||
Assumptions used to determine the fair value of options | |||
Expected term | 7 years 11 months 16 days | 9 years 1 month 13 days |
Geographic Information (Details
Geographic Information (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 668,435 | $ 450,875 | $ 302,623 |
Property and equipment, net | 134,995 | 50,374 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 501,802 | 342,728 | 234,458 |
Property and equipment, net | 129,268 | 47,236 | |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 166,633 | 108,147 | $ 68,165 |
Property and equipment, net | $ 5,727 | $ 3,138 |
Geographic Information (Detai55
Geographic Information (Details) | 12 Months Ended | ||
Jan. 31, 2016customercountry | Jan. 31, 2015customer | Jan. 31, 2014customer | |
Sales Revenue, Goods, Net [Member] | Customer concentration risk | |||
Concentration of Risk | |||
Number of customers accounting for 10 percent or more of the concentration risk | 1 | ||
Percentage of concentration | 12.00% | ||
Revenue | Customer concentration risk | |||
Concentration of Risk | |||
Number of customers accounting for 10 percent or more of the concentration risk | 1 | 0 | |
Percentage of concentration | 12.00% | 10.00% | |
Accounts receivable | Customer concentration risk | |||
Concentration of Risk | |||
Number of customers accounting for 10 percent or more of the concentration risk | 2 | 0 | |
Percentage of concentration | 10.00% | ||
Property and equipment | Geographic concentration | United States | |||
Concentration of Risk | |||
Percentage of concentration | 10.00% | ||
Number of countries | country | 0 | ||
Customer One [Member] | Sales Revenue, Goods, Net [Member] | Customer concentration risk | |||
Concentration of Risk | |||
Percentage of concentration | 14.00% | ||
Customer One [Member] | Accounts receivable | Customer concentration risk | |||
Concentration of Risk | |||
Number of customers accounting for 10 percent or more of the concentration risk | 1 | ||
Percentage of concentration | 26.00% | ||
Customer Two [Member] | Sales Revenue, Goods, Net [Member] | Customer concentration risk | |||
Concentration of Risk | |||
Percentage of concentration | 13.00% | ||
Customer Two [Member] | Accounts receivable | Customer concentration risk | |||
Concentration of Risk | |||
Number of customers accounting for 10 percent or more of the concentration risk | 1 | ||
Percentage of concentration | 16.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Loss before income tax expense | |||
United States | $ (294,624) | $ (221,041) | $ (80,900) |
International | 7,980 | 6,201 | 1,898 |
Loss before income taxes | (286,644) | (214,840) | (79,002) |
Current tax provision: | |||
Federal | 0 | 0 | 0 |
State | 223 | 138 | 178 |
Foreign | 3,045 | 2,465 | 1,202 |
Total current tax provision | 3,268 | 2,603 | 1,380 |
Deferred tax provision: | |||
Federal | (10,437) | (170) | (1,043) |
State | (487) | (14) | (131) |
Foreign | (216) | (143) | (200) |
Total deferred tax provision | (11,140) | (327) | (1,374) |
Total tax provision | (7,872) | 2,276 | 6 |
Reconciliation of federal statutory income tax provision to effective income tax provision | |||
Expected provision at United States federal statutory rate | (97,459) | (73,635) | (26,861) |
State income taxes - net of federal benefit | (8,730) | (3,914) | (2,124) |
Stock options | 10,734 | 9,570 | 3,300 |
Research and development tax credits | (11,965) | (6,647) | (6,309) |
Tax reserve for uncertain tax positions | 26 | (10) | 8 |
Change in valuation allowance | 108,300 | 75,910 | 32,069 |
Non-deductible expenses | 2,632 | 1,006 | 866 |
Release of valuation allowance due to acquisitions | (10,924) | 0 | (1,173) |
Other | (486) | (4) | 230 |
Total tax provision | $ (7,872) | $ 2,276 | $ 6 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 151,917 | $ 68,527 | |
Accrued liabilities | 7,995 | 7,362 | |
Tax credit carryforwards | 35,826 | 22,396 | |
Stock-based compensation | 34,912 | 24,772 | |
Deferred revenue | 22,200 | 14,996 | |
Valuation allowance | (236,174) | (135,655) | $ (57,500) |
Total deferred tax assets | 16,676 | 2,398 | |
Deferred tax liabilities: | |||
Depreciation and amortization | (16,184) | (1,776) | |
Total deferred tax liabilities | (16,184) | (1,776) | |
Net deferred taxes | 492 | 622 | |
Recorded as: | |||
Current deferred tax assets | 0 | 15,017 | |
Current valuation allowance | 0 | (14,682) | |
Non-current deferred tax assets | 236,666 | 121,260 | |
Non-current valuation allowance | (236,174) | (120,973) | |
Net deferred taxes | $ 492 | $ 622 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Net operating loss and tax credit carry forwards | |||
Deferred tax assets valuation allowance | $ 236,174 | $ 135,655 | $ 57,500 |
Net change in valuation allowance | 100,500 | ||
Excess tax benefits from exercised stock options | 279,800 | 216,000 | |
Liability for unrecognized tax positions that would, if recognized, impact the entity's effective tax rate | 300 | ||
Unrecognized tax benefit | |||
Balance at beginning of year | 8,462 | 4,862 | 2,105 |
Increase related to prior year tax positions | 0 | 889 | 0 |
Decrease related to prior year tax positions | 0 | (24) | 0 |
Increase related to current year tax positions | 4,031 | 2,735 | 2,757 |
Balance at end of year | 12,493 | 8,462 | $ 4,862 |
Accrued interest and penalties related to unrecognized tax benefits | 106 | 94 | |
Undistributed earnings of foreign subsidiaries | 12,600 | ||
California Enterprise Zone | |||
Net operating loss and tax credit carry forwards | |||
Tax credit | 2,100 | ||
Federal | |||
Net operating loss and tax credit carry forwards | |||
Net operating loss | 1,167,842 | ||
Tax credit | 29,843 | ||
Federal | Research and development | |||
Net operating loss and tax credit carry forwards | |||
Tax credit | 55,800 | ||
State | |||
Net operating loss and tax credit carry forwards | |||
Net operating loss | 797,389 | ||
Tax credit | $ 28,105 | ||
State | Research and development | |||
Net operating loss and tax credit carry forwards | |||
Tax credit | $ 34,900 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Numerator | |||
Net loss | $ (278,772) | $ (217,116) | $ (79,008) |
Denominator: | |||
Weighted-average common shares outstanding | 127,415 | 119,813 | 105,143 |
Less: Weighted-average unvested common shares subject to repurchase or forfeiture | (669) | (38) | (76) |
Weighted-average shares used to compute net loss per share, basic and diluted | 126,746 | 119,775 | 105,067 |
Net loss per share | |||
Net loss per share, basic and diluted (in dollars per share) | $ (2.20) | $ (1.81) | $ (0.75) |
Net Loss Per Share (Details 2)
Net Loss Per Share (Details 2) - shares | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Potentially dilutive securities | |||
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive (in shares) | 19,638,371 | 19,298,939 | 21,144,495 |
Shares subject to outstanding common stock options | |||
Potentially dilutive securities | |||
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive (in shares) | 3,715,999 | 6,536,855 | 11,094,438 |
Shares subject to outstanding RSUs | |||
Potentially dilutive securities | |||
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive (in shares) | 15,374,151 | 12,480,368 | 9,993,688 |
Employee stock purchase plan | |||
Potentially dilutive securities | |||
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive (in shares) | 548,221 | 281,716 | 56,369 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Related Party Transactions [Abstract] | |||
Revenue from sales to the related party | $ 5,100,000 | $ 3,100,000 | $ 3,100,000 |
Accounts receivable from the related party | 500,000 | 1,800,000 | |
Expenses related to purchases from the related party | 2,300,000 | 2,000,000 | $ 1,400,000 |
Accounts payable to related party | $ 0 | $ 0 |