Cover page
Cover page - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Mar. 19, 2020 | Jul. 31, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-35498 | ||
Entity Registrant Name | Splunk Inc. | ||
Entity Central Index Key | 0001353283 | ||
Current Fiscal Year End Date | --01-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-1106510 | ||
Entity Address, Address Line One | 270 Brannan Street | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94107 | ||
City Area Code | 415 | ||
Local Phone Number | 848-8400 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | SPLK | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14,923,423,792 | ||
Entity Common Stock, Shares Outstanding | 158,619,718 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2020 Annual Stockholders’ Meeting are incorporated by reference into Part III of this Annual Report on Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 778,653 | $ 1,876,165 |
Investments, current | 976,508 | 881,220 |
Accounts receivable, net | 838,743 | 469,658 |
Prepaid expenses and other current assets | 129,839 | 73,197 |
Deferred commissions, current | 99,072 | 78,223 |
Total current assets | 2,822,815 | 3,378,463 |
Investments, non-current | 35,370 | 110,588 |
Accounts receivable, non-current | 468,934 | 155,471 |
Operating lease right-of-use assets | 267,086 | 0 |
Property and equipment, net | 156,928 | 158,276 |
Intangible assets, net | 238,415 | 91,622 |
Goodwill | 1,292,840 | 503,388 |
Deferred commissions, non-current | 88,990 | 64,766 |
Other assets | 68,093 | 37,669 |
Total assets | 5,439,471 | 4,500,243 |
Current liabilities: | ||
Accounts payable | 18,938 | 20,418 |
Accrued compensation | 286,159 | 226,061 |
Accrued expenses and other liabilities | 177,822 | 125,641 |
Deferred revenue, current | 829,377 | 673,018 |
Total current liabilities | 1,312,296 | 1,045,138 |
Convertible senior notes, net | 1,714,630 | 1,634,474 |
Operating lease liabilities | 235,631 | 0 |
Deferred revenue, non-current | 176,832 | 204,929 |
Other liabilities, non-current | 653 | 95,245 |
Total non-current liabilities | 2,127,746 | 1,934,648 |
Total liabilities | 3,440,042 | 2,979,786 |
Commitments and contingencies (Notes 3 and 4) | ||
Stockholders’ equity | ||
Preferred stock: $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding at January 31, 2020 and January 31, 2019 | 0 | 0 |
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 157,787,548 shares issued and outstanding at January 31, 2020, and 149,167,298 shares issued and outstanding at January 31, 2019 | 157 | 149 |
Accumulated other comprehensive loss | (5,312) | (2,506) |
Additional paid-in capital | 3,566,055 | 2,754,858 |
Accumulated deficit | (1,561,471) | (1,232,044) |
Total stockholders’ equity | 1,999,429 | 1,520,457 |
Total liabilities and stockholders’ equity | $ 5,439,471 | $ 4,500,243 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2020 | Jan. 31, 2019 |
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 | 157,787,548 | 149,167,298 |
Common stock, shares outstanding | 157,787,548 | 149,167,298 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | ||
Revenues | $ 2,358,926 | $ 1,803,010 | $ 1,309,132 | |
Cost of revenues | 429,788 | 344,676 | 256,409 | |
Gross profit | 1,929,138 | 1,458,334 | 1,052,723 | |
Operating expenses | ||||
Research and development | [1] | 619,800 | 441,969 | 301,114 |
Sales and marketing | [1] | 1,263,873 | 1,029,950 | 777,876 |
General and administrative | [1] | 332,602 | 237,588 | 159,143 |
Total operating expenses | [1] | 2,216,275 | 1,709,507 | 1,238,133 |
Operating loss | (287,137) | (251,173) | (185,410) | |
Interest and other income (expense), net | ||||
Interest income | 54,142 | 31,458 | 8,943 | |
Interest expense | (96,249) | (41,963) | (8,794) | |
Other income (expense), net | (2,407) | (1,513) | (3,600) | |
Total interest and other income (expense), net | (44,514) | (12,018) | (3,451) | |
Loss before income taxes | (331,651) | (263,191) | (188,861) | |
Provision for income taxes | 5,017 | 12,386 | 1,357 | |
Net loss | $ (336,668) | $ (275,577) | $ (190,218) | |
Basic and diluted net loss per share (in dollars per share) | $ (2.22) | $ (1.89) | $ (1.36) | |
Weighted-average shares used in computing basic and diluted net loss per share (in shares) | 151,949 | 145,707 | 139,866 | |
License | ||||
Revenues | $ 1,373,367 | $ 1,030,277 | $ 741,302 | |
Cost of revenues | 24,116 | 22,527 | 13,398 | |
Maintenance and services | ||||
Revenues | 985,559 | 772,733 | 567,830 | |
Cost of revenues | $ 405,672 | $ 322,149 | $ 243,011 | |
[1] | Amounts include stock-based compensation expense as follows: cost of revenues $44,399 thousand, $37,501 thousand, $33,605 thousand, research and development $185,262 thousand, $137,171 thousand, $106,690 thousand, sales and marketing $216,276 thousand, $190,422 thousand, 159,240 thousand, and general and administrative $99,487 thousand, $76,836 thousand, $58,928 thousand for the years ended January 31, 2020, 2019 and 2018 respectively. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Stock-based compensation expense | $ 545,424 | $ 441,930 | $ 358,463 |
Cost of revenues | |||
Stock-based compensation expense | 44,399 | 37,501 | 33,605 |
Research and development | |||
Stock-based compensation expense | 185,262 | 137,171 | 106,690 |
Sales and marketing | |||
Stock-based compensation expense | 216,276 | 190,422 | 159,240 |
General and administrative | |||
Stock-based compensation expense | $ 99,487 | $ 76,836 | $ 58,928 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (336,668) | $ (275,577) | $ (190,218) |
Other comprehensive income (loss): | |||
Net unrealized gain (loss) on investments (net of tax) | 1,114 | 1,279 | (911) |
Foreign currency translation adjustments | (3,920) | (3,941) | 4,080 |
Total other comprehensive income (loss) | (2,806) | (2,662) | 3,169 |
Comprehensive loss | $ (339,474) | $ (278,239) | $ (187,049) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Cash flows from operating activities | |||
Net loss | $ (336,668) | $ (275,577) | $ (190,218) |
Adjustments to reconcile net loss to net cash provided by operating activities | |||
Depreciation and amortization | 67,661 | 52,430 | 40,941 |
Amortization of deferred commissions | 104,353 | 77,867 | 46,653 |
Amortization of investment premiums, net (accretion of discounts) | (9,553) | (4,743) | 259 |
Amortization of debt discount and issuance costs | 80,156 | 28,019 | 0 |
Stock-based compensation | 545,424 | 441,930 | 358,463 |
Disposal of property and equipment | 1,974 | 0 | 0 |
Deferred income taxes | (6,120) | (4,064) | (4,822) |
Non-cash facility exit adjustment | 0 | 0 | (5,191) |
Changes in operating assets and liabilities, net of acquisitions | |||
Accounts receivable | (679,891) | (220,940) | (150,953) |
Prepaid expenses and other assets | (78,582) | 6,970 | (45,611) |
Deferred commissions | (149,426) | (130,485) | (76,756) |
Accounts payable | (5,441) | 9,240 | 3,409 |
Accrued compensation | 58,898 | 81,213 | 44,484 |
Accrued expenses and other liabilities | (187) | 30,751 | 9,967 |
Deferred revenue | 119,766 | 203,843 | 232,279 |
Net cash provided by (used in) operating activities | (287,636) | 296,454 | 262,904 |
Cash flows from investing activities | |||
Purchase of investments | (1,086,317) | (1,109,852) | (645,762) |
Maturities of investments | 1,080,812 | 754,138 | 687,485 |
Acquisitions, net of cash acquired | (594,870) | (394,910) | (59,350) |
Purchases of property and equipment | (101,119) | (23,160) | (20,503) |
Capitalized software development costs | (2,589) | 0 | 0 |
Other investment activities | (3,898) | (5,494) | (375) |
Net cash used in investing activities | (707,981) | (779,278) | (38,505) |
Cash flows from financing activities | |||
Proceeds from exercise of stock options | 3,543 | 1,953 | 4,175 |
Proceeds from employee stock purchase plan | 60,383 | 46,342 | 34,044 |
Proceeds from the issuance of convertible senior notes, net of issuance costs | 0 | 2,105,296 | 0 |
Purchase of capped calls | 0 | (274,275) | 0 |
Taxes paid related to net share settlement of equity awards | (164,160) | (63,369) | (137,830) |
Repayment of financing lease obligation | 0 | (2,522) | (1,808) |
Net cash provided by (used in) financing activities | (100,234) | 1,813,425 | (101,419) |
Effect of exchange rate changes on cash and cash equivalents | (1,661) | (383) | 1,621 |
Net increase (decrease) in cash and cash equivalents | (1,097,512) | 1,330,218 | 124,601 |
Cash and cash equivalents | |||
Beginning of period | 1,876,165 | 545,947 | 421,346 |
End of period | 778,653 | 1,876,165 | 545,947 |
Supplemental disclosures | |||
Cash paid for income taxes | 17,413 | 6,639 | 6,480 |
Cash paid for interest | 15,761 | 8,183 | 8,150 |
Non-cash investing and financing activities | |||
Increase in accrued purchases of property and equipment | 1,329 | 666 | 132 |
Equity consideration for acquisitions | 364,275 | 0 | 0 |
Vesting of early exercised options | $ 784 | $ 0 | $ 0 |
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, 2017 | $ 1,060,292 | $ 137 | $ 1,828,821 | $ (3,013) | $ (765,653) |
Balances (in shares) at Jan. 31, 2017 | 137,169,481 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 358,463 | 358,463 | |||
Issuance of common stock upon exercise of options | 4,171 | $ 1 | 4,170 | ||
Issuance of common stock upon exercise of options (in shares) | 1,428,602 | ||||
Vesting of restricted stock units | 4 | $ 4 | |||
Vesting of restricted stock units (in shares) | 3,515,384 | ||||
Vesting of early exercised options | 0 | ||||
Taxes paid related to net share settlement of equity awards | (138,604) | (138,604) | |||
Issuance of common stock upon ESPP purchase | 34,044 | $ 1 | 34,043 | ||
Issuance of common stock upon ESPP purchase (in shares) | 721,656 | ||||
Unrealized gain (loss) from investments | (911) | (911) | |||
Net change in cumulative translation adjustments | 4,080 | 4,080 | |||
Net loss | (190,218) | (190,218) | |||
Balances at Jan. 31, 2018 | 1,131,321 | $ 143 | 2,086,893 | 156 | (955,871) |
Balances (in shares) at Jan. 31, 2018 | 142,835,123 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 441,930 | 441,930 | |||
Issuance of common stock upon exercise of options | 1,951 | 1,951 | |||
Issuance of common stock upon exercise of options (in shares) | 267,226 | ||||
Vesting of restricted stock units | 4 | $ 4 | |||
Vesting of restricted stock units (in shares) | 4,583,333 | ||||
Issuance of restricted stock awards | 1 | $ 1 | |||
Issuance of restricted stock awards (in shares) | 824,605 | ||||
Fair value of replacement equity awards attributable to pre-acquisition service | 15,776 | 15,776 | |||
Vesting of early exercised options | 0 | ||||
Taxes paid related to net share settlement of equity awards | (62,590) | (62,590) | |||
Issuance of common stock upon ESPP purchase | 46,340 | $ 1 | 46,339 | ||
Issuance of common stock upon ESPP purchase (in shares) | 657,011 | ||||
Equity component of convertible senior notes, net | 498,841 | 498,841 | |||
Purchase of capped calls | (274,275) | (274,275) | |||
Unrealized gain (loss) from investments | 1,279 | 1,279 | |||
Net change in cumulative translation adjustments | (3,941) | (3,941) | |||
Net loss | (275,577) | (275,577) | |||
Balances at Jan. 31, 2019 | 1,520,457 | $ 149 | 2,754,858 | (2,506) | (1,232,044) |
Balances (in shares) at Jan. 31, 2019 | 149,167,298 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 545,424 | 545,424 | |||
Capitalized software development costs | 951 | 951 | |||
Issuance of common stock upon exercise of options | $ 3,543 | 3,543 | |||
Issuance of common stock upon exercise of options (in shares) | 329,155 | 329,155 | |||
Vesting of restricted stock units | $ 4 | $ 4 | |||
Vesting of restricted stock units (in shares) | 4,003,765 | ||||
Issuance of restricted stock awards | 1 | $ 1 | |||
Issuance of restricted stock awards (in shares) | 641,382 | ||||
Issuance of common stock from acquisitions | 344,572 | $ 3 | 344,569 | ||
Issuance of common stock from acquisitions (in shares) | 2,948,471 | ||||
Fair value of replacement equity awards attributable to pre-acquisition service | 19,703 | 19,703 | |||
Vesting of early exercised options | 784 | 784 | |||
Taxes paid related to net share settlement of equity awards | (164,160) | 164,160 | |||
Issuance of common stock upon ESPP purchase | 60,383 | 60,383 | |||
Issuance of common stock upon ESPP purchase (in shares) | 697,477 | ||||
Unrealized gain (loss) from investments | 1,114 | 1,114 | |||
Net change in cumulative translation adjustments | (3,920) | (3,920) | |||
Net loss | (336,668) | (336,668) | |||
Balances at Jan. 31, 2020 | $ 1,999,429 | $ 157 | $ 3,566,055 | $ (5,312) | $ (1,561,471) |
Balances (in shares) at Jan. 31, 2020 | 157,787,548 |
Description of the Business and
Description of the Business and Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2020 | |
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 ingest data from different sources including systems, devices and interactions, and turn that data into meaningful business insights across the organization. Our Data-to-Everything platform enables users to investigate, monitor, analyze and act on data regardless of format or source. Data is produced by nearly every software application and electronic device across an organization and contains a real-time record of various activities, such as business transactions, customer and user behavior, and security threats. Our Data-to-Everything platform helps organizations gain the value contained in data by delivering real-time information to enable operational decision making. 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 2020 , for example, refer to the fiscal year ended January 31, 2020 . Basis of Presentation We prepared our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). 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. Reclassifications Certain reclassifications have been made to prior year balances in order to conform to the current period presentation. “Accounts receivable, non-current” have been reclassified from “Other assets” on our consolidated balance sheet and “Prepaid expenses and other assets” on our consolidated statements of cash flows. These reclassifications had no impact on the previously reported net loss or accumulated deficit. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments 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 stand-alone selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, uncollectible accounts receivable, the assessment of the useful life and recoverability of long-lived assets (property and equipment, goodwill and identified intangibles), the period of benefit for deferred commissions, stock-based compensation expense, the fair value of assets acquired and liabilities assumed for business combinations, income taxes, the discount rate used for operating leases, and contingencies. Actual results could differ from those estimates. COVID-19 The worldwide spread of COVID-19 is expected to result in a global slowdown of economic activity which is likely to decrease demand for a broad variety of goods and services, while also disrupting sales channels and marketing activities for an unknown period of time until the disease is contained. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain, and as of the date of issuance of those financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our financial statements. 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. Foreign Currency The functional currency of our foreign subsidiaries is their respective local currency, with the exception of our United Kingdom subsidiary, for which the functional currency is the U.S. dollar. Translation adjustments arising from the use of differing exchange rates from period to period are included in “Accumulated other comprehensive income (loss)” on our consolidated statements 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, 2020. 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 We 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 our consolidated balance sheets with changes in the fair value included in “Other income (expense), net” on our 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. We apply significant judgment in determining the fair value of the intangible assets acquired, which involves the use of significant estimates and assumptions with respect to revenue growth rates, royalty rate and technology migration curve. While we use our best estimates and judgments, 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 included in our consolidated statements of operations. Equity Investments Equity investments without readily determinable fair values are accounted for at cost, less impairment and adjusted for subsequent observable price changes obtained from transactions for identical or similar investments issued by the same issuer. Changes in the basis of the equity investment will be recognized in “Other income (expense), net.” Investments in entities where we have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. Our results of operations will include, as a component of “Other income (expense), net,” our share of the net income or loss of the equity investments accounted for under the equity method of accounting. Revenue Recognition We generate revenues primarily in the form of software license and related maintenance fees, cloud services and other service fees. Licenses for on-premises software are either term or perpetual licenses and provide the customer with a right to use the software. When a term license is purchased, maintenance is bundled with the license for the term of the license period. Typically, when purchasing a perpetual license, a customer also purchases one year of maintenance for which we charge a percentage of the license fee. Cloud services are provided on a subscription basis and give our customers access to our cloud solutions, which include related customer support. Other services include training and professional services that are not integral to the functionality of the licenses or cloud services. Revenue from on-premises licenses is generally recognized upfront upon transfer of control of the software, which occurs at delivery, or when the license term commences, if later. We recognize revenue from maintenance contracts ratably over the service period. Cloud services revenue is recognized ratably over the cloud service term. Training and professional services are provided either on a time and material basis, in which revenues are recognized as services are delivered, or over a contractual term, in which revenues are recognized ratably. With respect to contracts that include customer acceptance provisions, we recognize revenue upon customer acceptance. Our policy is to record revenues net of any applicable sales, use or excise taxes. Our contracts with customers often contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. We apply significant judgment in identifying and accounting for each performance obligation, as a result of evaluating the terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on an observable standalone selling price when it is available, as well as other factors, including the price charged to customers, our discounting practices, and our overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, we estimate the SSP using the residual approach. A receivable is recorded in the period we deliver products or provide services, or when we have an unconditional right to payment. Most of our multi-year on-premises term license contracts are invoiced annually. We record a receivable for multi-year on-premises licenses, whether or not billed, to the extent we have an unconditional right to receive payment in the future related to those licenses. The non-current portion of these receivables, primarily consisting of unbilled receivables, is included in “Accounts receivable, non-current” on our consolidated balance sheets. Payment terms and conditions vary by contract type, although our terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of payment, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Deferred revenue is recorded when we invoice a contract or deliver a license prior to recognizing revenue. It is comprised of balances related to maintenance, cloud services, training and professional services invoiced at the beginning of each service period, as well as licenses that we delivered prior to the license term commencing. Deferred Sales Commissions Sales commissions paid to our sales force and the related payroll taxes are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are capitalized and included in “Deferred commissions, current and non-current” on our consolidated balance sheets. We generally amortize these costs over the remaining contractual term of our customer contracts, consistent with the pattern of revenue recognition of each performance obligation, for contracts in which the commissions paid on the initial and renewal contracts are commensurate. For certain contracts in which the commissions paid on the initial and renewal contracts are not commensurate, we amortize the commissions paid on the initial contract over an expected period of benefit, which we have determined to be approximately five years. We have determined the period of benefit by taking into consideration our customer contracts, the duration of our relationships with our customers and our technology. In capitalizing and amortizing deferred commissions, we have elected to apply a portfolio approach. We include amortization of deferred commissions in “Sales and marketing expense” on our consolidated statements of operations. There were no impairments to deferred commissions for all periods presented. Commission expense was $208.9 million , $174.0 million and $116.3 million for fiscal 2020 , 2019 and 2018 , respectively. Cash and Cash Equivalents We consider all highly liquid instruments with original 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 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 our 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 in “Interest income” on our consolidated statements of operations. 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 with two financial institutions that management believes are high-credit, quality financial institutions and invest our cash equivalents in highly rated money market funds. Our accounts receivable is subject to collection risk. 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: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Balance at beginning of period $ 445 $ 467 $ 475 Add: bad debt expense 1,062 — — Less: write-offs, net of recoveries (504 ) (22 ) (8 ) Balance at end of period $ 1,003 $ 445 $ 467 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 by 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 the carrying amount of our reporting unit exceeds its fair value, we recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. 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. 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. In addition, we evaluate the recoverability of our long-lived assets including intangible and tangible assets 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. Property and Equipment Property and equipment are stated at cost net of accumulated depreciation and amortization. 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 on our 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: 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 software development costs for fiscal 2020 and 2019 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 2020 , 2019 or 2018 . Costs related to software developed, acquired, or modified for internal use, 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 capitalized $3.5 million of costs related to software developed for internal use in fiscal 2020. Costs related to software developed for internal use in fiscal 2019 were not material. Leases We determine if an arrangement contains a lease and the classification of that lease, if applicable, at the inception of a contract. We primarily lease our facilities under operating leases. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. We calculate the operating lease right-of-use assets based on the corresponding lease liability adjusted for (i) payments made at or before the commencement date, (ii) initial direct costs we incur and (iii) tenant incentives under the lease. We do not account for renewals or early terminations unless we are reasonably certain to exercise these options at commencement. Operating lease right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for our operating leases. We do not include leases with terms of 12 months or less on our consolidated balance sheets. As the implicit rate for our operating leases is generally not determinable, we use our incremental borrowing rate as our discount rate at the lease commencement date to determine the present value of lease payments. We determine the discount rate of our leases by considering various factors, such as our credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, the lease term and the currency in which the lease is denominated. Our discount rate was determined using a portfolio approach. Our operating lease assets are included in “Operating lease right-of-use assets” and the current and non-current portions of our operating lease liabilities are included in “Accrued expenses and other liabilities” and “Operating lease liabilities,” respectively, on our consolidated balance sheets. As of January 31, 2020 , we had no finance leases. Refer to Note 4 “Leases” for details. Advertising Expense We expense advertising costs as incurred. We incurred $30.1 million , $17.3 million and $10.1 million in advertising expenses for fiscal 2020 , 2019 and 2018 , respectively. Advertising costs are included in “Sales and marketing” expenses on our 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 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. The fair value of each option grant and stock purchase right granted under the Employee Stock Purchase Plan (“ESPP”) is 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 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 volatility 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 number of PSUs earned and eligible to vest are determined based on achievement of certain performance conditions and/or market conditions and the recipients’ continued service with us. For awards subject to service and performance conditions, the number of shares of our stock issued pursuant to the award can range from 0% to 200% of the target amount. For awards subject to service and performance conditions that also include market conditions, the number of shares of our stock issued pursuant to the award can range from 0% to 300% of the target amount. Compensation expense for PSUs with performance conditions 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. We use a Monte Carlo option-pricing model to determine the fair value of PSUs with market conditions. 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 carryforwards. 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. All of these judgments are subject to review by the taxing authorities. Recently Adopted Accounting Standards Standard Description Effective Date Effect on the Consolidated Financial Statements (or Other Significant Matters) Accounting Standards Update (“ASU”) No. 2018-15 (Subtopic 350-40), Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract The standard aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred for an internal-use software license. We early adopted this new standard as of May 1, 2019. The adoption of this new standard did not have a material impact on our consolidated financial statements. ASU No. 2018-13 (Topic 820), Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement The new standard no longer requires disclosure of the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted-average used to develop significant unobservable inputs for Level 3 fair value measurements. We adopted this new standard as of February 1, 2019. The adoption of this new standard did not have a material impact on our consolidated financial statements. ASU No. 2016-02 (Topic 842), Leases The new standard supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840, Leases. The standard requires an entity to recognize right-of-use assets and lease liabilities arising from a lease for operating leases, initially measured at the present value of the lease payments on the consolidated balance sheets. The impact of such leases on the consolidated statements of operations and cash flows will continue to be treated in a similar manner under current GAAP. The standard also requires additional qualitative and quantitative disclosures. In July 2018, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, was issued which clarifies the codification or corrects unintended application of the guidance. We adopted this new standard as of February 1, 2019, using the cumulative-effect transition method recognized as of the date of initial application, as amended by ASU No. 2018-11. Under this method, we are not required to restate or disclose the effects of applying Topic 842 for comparative periods. As the result of our adoption, we recognized Operating lease right-of-use assets of $199.8 million and current and non-current Operating lease liabilities of $211.9 million on our consolidated balance sheets at February 1, 2019. Additionally, we recorded a decrease to our opening accumulated deficit of approximately $7.2 million related to the derecognition of build-to-suit lease assets and liabilities. We have updated our accounting policies, systems, processes and internal controls, and have allocated internal and external resources to assist us during our implementation efforts. We applied the following practical expedients as permitted under Topic 842: (i) we elected to account for lease and non-lease components as a single lease component, and (ii) we elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward (1) our historical lease classification, (2) our assessment on whether a contract was or contains a lease, and (3) our initial direct costs for leases that existed prior to January 31, 2019. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Consolidated Financial Statements (or Other Significant Matters) ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The amendments in this ASU simplify the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance to improve consistent application. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. First quarter of fiscal 2022. We are currently evaluating the impact of this standard on our consolidated financial statements. ASU No. 2016-13 (Topic 326), Financial Instruments - Credit Losses The amendments in this update require a financial asset (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. The new approach to estimating cre |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Jan. 31, 2020 | |
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 that were measured on a recurring basis: January 31, 2020 2019 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 138,999 $ — $ — $ 138,999 $ 46,310 $ — $ — $ 46,310 U.S. treasury securities — 875,180 — 875,180 — 980,940 — 980,940 Corporate bonds — 124,972 — 124,972 — — — — Commercial paper — 4,994 — 4,994 — — — — Other — — 2,000 2,000 — — 4,744 4,744 Reported as: Assets: Cash and cash equivalents $ 147,034 $ 46,311 Investments, current 976,508 881,220 Investments, non-current 22,603 104,463 Total $ 1,146,145 $ 1,031,994 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 invest in U.S. treasury securities, corporate bonds and commercial paper, which we have classified as available-for-sale investments. The following table presents our available-for-sale investments as of January 31, 2020 : (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: U.S. treasury securities $ 8,035 $ — $ — $ 8,035 Investments, current: U.S. treasury securities 866,578 590 (23 ) 867,145 Corporate bonds 103,848 521 — 104,369 Commercial paper 4,991 3 — 4,994 Investments, non-current: Corporate bonds 20,444 159 — 20,603 Total available-for-sale investments $ 1,003,896 $ 1,273 $ (23 ) $ 1,005,146 The following table presents our available-for-sale investments as of January 31, 2019 : (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments, current: U.S. treasury securities $ 881,206 $ 131 $ (117 ) $ 881,220 Investments, non-current: U.S. treasury securities 99,597 134 (11 ) 99,720 Total available-for-sale investments $ 980,803 $ 265 $ (128 ) $ 980,940 The following table presents the fair values and unrealized losses of our available-for-sale investments classified by length of time that the securities have been in a continuous unrealized loss position: Less than 12 Months 12 Months or Greater Total (In thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses January 31, 2020: U.S. treasury securities $ 129,149 $ (23 ) $ — $ — $ 129,149 $ (23 ) Corporate bonds 7,504 — — — 7,504 — Total $ 136,653 $ (23 ) $ — $ — $ 136,653 $ (23 ) January 31, 2019: U.S. treasury securities $ 582,761 $ (128 ) $ — $ — $ 582,761 $ (128 ) Total $ 582,761 $ (128 ) $ — $ — $ 582,761 $ (128 ) As of January 31, 2020 and 2019 , 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, 2020 Due within one year $ 984,543 Due within one to two years 20,603 Total $ 1,005,146 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. Convertible Senior Notes Refer to Note 7 “Convertible Senior Notes” for details regarding the fair value of our convertible senior notes. Equity Investments Our equity investments are included in “Investments, non-current” on our consolidated balance sheets. The following table provides a summary of our equity investments: January 31, (In thousands) 2020 2019 Equity investments without readily determinable fair values $ 10,744 $ 5,000 Equity investments under the equity method of accounting 2,023 1,125 Total $ 12,767 $ 6,125 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 financial position, results of operations or cash flows, or all, in a particular period. 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, 2020 . We are unable to estimate the maximum potential impact of these indemnifications on our future results of operations. |
Leases
Leases | 12 Months Ended |
Jan. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for office space, used for our business operations and sales support, and data centers, used primarily for product development. Operating lease costs were $49.6 million , excluding short-term leases, variable lease costs and sublease income, which were immaterial, during fiscal 2020 . Rent expense recognized prior to our adoption of Topic 842 was $26.2 million and $16.8 million during fiscal 2019 and 2018, respectively. Rent expense for fiscal 2018 includes a decrease of $5.2 million in connection with facility exit charge adjustments. Our lease term and the discount rate related to our operating lease right-of-use assets and related lease liabilities are as follows: January 31, 2020 Weighted-average remaining lease term (in years) 8.00 Weighted-average discount rate 5.98 % As of January 31, 2020 , the maturity of lease liabilities under our non-cancelable operating leases were as follows: Fiscal Period (In thousands) Future Payments (1) Fiscal 2021 $ 37,799 Fiscal 2022 55,970 Fiscal 2023 49,044 Fiscal 2024 36,800 Fiscal 2025 29,648 Thereafter 153,302 Total lease payments 362,563 Less imputed interest (82,136 ) Total current and non-current operating lease liabilities (2) $ 280,427 _________________________ (1) Amounts based on Topic 842, Leases, which we adopted on February 1, 2019. (2) The current portion of our operating lease liabilities is included in “Accrued expenses and other liabilities” on our consolidated balance sheets. As of January 31, 2020 , we have entered into leases, primarily for office space that have not yet commenced, with future lease payments of $213.1 million that are not reflected in the above. These leases will commence between fiscal 2021 and 2022 with non-cancelable lease terms of 11 years to 12 years . Prior to our adoption of Topic 842, we entered into a lease which was accounted for under build-to-suit lease accounting. As of January 31, 2019, $76.2 million of our build-to-suit lease asset was included in “Property and equipment, net” and the related $83.4 million financing lease obligation was included in “Other liabilities, non-current” on our consolidated balance sheets. Upon the adoption of Topic 842, we derecognized our build-to-suit asset and related liabilities and included the difference of $7.2 million as a decrease to “Accumulated deficit” on our consolidated balance sheet at February 1, 2019. Under Topic 842, this lease was classified as an operating lease and was included in “Operating lease right-of-use assets” and “Operating lease liabilities” on our consolidated balance sheets as of January 31, 2020 . As of January 31, 2019, prior to our adoption of Topic 842, future minimum rental payments under our non-cancelable operating leases obligation were as follows: Fiscal Period (In thousands) Future Payments (1) Fiscal 2020 $ 30,976 Fiscal 2021 48,195 Fiscal 2022 48,126 Fiscal 2023 44,018 Fiscal 2024 40,636 Thereafter 253,856 Total future minimum lease payments (2) $ 465,807 _________________________ (1) Amounts based on Topic 840, Leases. (2) We entered into sublease agreements for portions of our office space and the future rental income of $2.3 million from these agreements were included as an offset to our future minimum rental payments. Supplemental Disclosures Fiscal Year Ended (In thousands) January 31, 2020 Cash paid for operating lease liabilities $ 51,929 Operating lease liabilities arising from obtaining right-of-use assets 90,320 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 31, 2020 | |
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: January 31, (In thousands) 2020 2019 Computer equipment and software $ 109,892 $ 79,887 Furniture and fixtures 28,568 18,872 Leasehold and building improvements (1) 141,965 79,064 Building (2) — 82,250 Property and equipment, gross 280,425 260,073 Less: accumulated depreciation and amortization (123,497 ) (101,797 ) Property and equipment, net $ 156,928 $ 158,276 _________________________ (1) Includes costs related to assets not yet placed into service of $46.5 million and $11.3 million , as of January 31, 2020 and 2019 , respectively. (2) This relates to the capitalization of construction costs under ASC Topic 840, Leases, in connection with our financing lease obligation, where we were considered the owner of the asset, for accounting purposes only, during the period ended January 31, 2019. The corresponding long-term liability for this obligation was included in “Other liabilities, non-current" on our consolidated balance sheets. As part of our adoption of Topic 842, we derecognized the assets and liabilities related to the financing lease obligation at February 1, 2019. Refer to Note 4 “Leases” for details. Depreciation and amortization expense of Property and Equipment, net was $29.0 million , $27.0 million and $26.1 million for the fiscal years ended January 31, 2020 , 2019 and 2018 , respectively. Geographic information The following table presents our long-lived assets, which consist of property and equipment, net of depreciation and amortization, and operating lease right-of-use assets by geographic region: January 31, (In thousands) 2020 (1) 2019 United States $ 362,586 $ 147,659 International 61,428 10,617 Total long-lived assets $ 424,014 $ 158,276 _________________________ (1) Includes operating lease right-of-use assets under ASC Topic 842, Leases, which we adopted on February 1, 2019. Other than the United States, no country represented 10% or more of our total long-lived assets as of January 31, 2020 or 2019 |
Acquisitions, Goodwill and Othe
Acquisitions, Goodwill and Other Intangible Assets | 12 Months Ended |
Jan. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions, Goodwill and Intangible Assets | Acquisitions, Goodwill and Intangible Assets Fiscal 2020 Acquisitions SignalFx On October 1, 2019, we acquired 100% of the voting equity interest of SignalFx, Inc. (“SignalFx”), a privately-held Delaware corporation that develops real-time monitoring solutions for cloud infrastructure, microservices and applications. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $961.4 million , which consisted of $619.1 million in cash, $324.5 million for the fair value of 2,771,482 shares of our common stock issued and $17.8 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated as follows: $173.7 million to identified intangible assets, $62.1 million to net assets acquired and $3.3 million to net deferred tax liabilities, with the excess $728.9 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 products. This goodwill is not deductible for income tax purposes. The results of operations of SignalFx have been included on our consolidated financial statements from the date of purchase. Additionally, we recognized $7.0 million of acquisition-related costs in “General and administrative” expense on our consolidated statements of operations. Per the terms of the merger agreement with SignalFx, certain unvested stock options, restricted stock units and restricted stock awards held by SignalFx employees were canceled and exchanged for replacement equity awards under our 2012 Equity Incentive Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards held by key employees of SignalFx were canceled and exchanged for replacement equity awards consisting of unregistered restricted shares of our common stock subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of SignalFx’s employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $104.7 million of these issued awards, which are subject to the recipients’ 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. 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 $ 108,800 84 Customer relationships 60,900 60 Other acquired intangible assets 4,000 36 Total intangible assets acquired $ 173,700 We applied significant judgment in determining the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to revenue growth rates, royalty rate and technology migration curve. Omnition On September 13, 2019, we acquired 100% of the voting equity interest of Cloud Native Labs, Inc. (“Omnition”), a privately-held Delaware corporation that develops a platform for distributed tracing and application monitoring. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $52.5 million , which consisted of $31.6 million in cash, $20.2 million for the fair value of 176,989 shares of our common stock issued and $0.7 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated to $8.0 million of identified intangible assets, with the excess $44.5 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 products. This goodwill is not deductible for income tax purposes. The results of operations of Omnition which are not material, have been included on our consolidated financial statements from the date of purchase. Per the terms of the merger agreement with Omnition, certain unvested stock options held by Omnition employees were canceled and exchanged for replacement stock options under our 2012 Equity Incentive Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards held by key employees of Omnition were canceled and exchanged for replacement equity awards subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of Omnition’s employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $36.6 million of these issued awards, which are subject to the recipients’ 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. 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 $ 8,000 60 Total intangible assets acquired $ 8,000 Streamlio On November 1, 2019, we acquired 100% of the voting equity interest of Streamlio, Inc. (“Streamlio”), a privately-held Delaware corporation that specializes in designing and operating streaming data solutions. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $19.8 million , which consisted of $18.7 million in cash and $1.1 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated as follows: $3.6 million to identified intangible assets and $0.1 million to net assets acquired, with the excess $16.1 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 combined selling opportunities with our products. This goodwill is not deductible for income tax purposes. The results of operations of Streamlio have been included on our consolidated financial statements from the date of purchase. Per the terms of the merger agreement with Streamlio, certain unvested stock options held by Streamlio employees were canceled and exchanged for replacement stock options under our 2012 Equity Incentive Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards held by key employees of Streamlio were canceled and exchanged for replacement equity awards consisting of restricted shares of our common stock subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of Streamlio’s employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $4.2 million of these issued awards, which are subject to the recipients’ 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. 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 $ 3,600 36 Total intangible assets acquired $ 3,600 Fiscal 2019 Acquisitions Phantom On April 6, 2018, we acquired 100% of the voting equity interest of Phantom Cyber Corporation (“Phantom”), a privately-held Delaware corporation that develops solutions for security orchestration, automation and response. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $303.8 million , which consisted of $291.5 million in cash and $12.3 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated as follows: $44.1 million to identified intangible assets, $10.5 million to net assets acquired, $3.3 million to net deferred tax liability, with the excess $252.5 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 products. This goodwill is not deductible for income tax purposes. The results of operations of Phantom, which are not material, have been included on our consolidated financial statements from the date of purchase. Additionally, we recognized $3.3 million of acquisition-related costs in “General and administrative” expense on our consolidated statements of operations. Per the terms of the merger agreement with Phantom, certain shares of stock issued pursuant to share-based compensation awards held by key employees of Phantom were canceled and exchanged for replacement equity awards consisting of unregistered restricted shares of our common stock subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of Phantom's key employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $62.2 million of these issued awards, which are subject to the recipients’ 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 $ 34,400 84 Customer relationships 9,700 60 Total intangible assets acquired $ 44,100 VictorOps On June 22, 2018, we acquired 100% of the voting equity interest of VictorOps, Inc. (“VictorOps”), a privately-held Delaware corporation that develops incident management solutions for the IT and DevOps markets. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $112.3 million , which consisted of $108.8 million in cash and $3.5 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated as follows: $21.1 million to identified intangible assets, $1.7 million to net assets acquired, with the excess $89.5 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 products. This goodwill is not deductible for income tax purposes. The results of operations of VictorOps, which are not material, have been included on our consolidated financial statements from the date of purchase. Additionally, we recognized $2.7 million of acquisition-related costs in “General and administrative” expense on our consolidated statements of operations. Per the terms of the merger agreement with VictorOps, certain unvested stock options held by VictorOps employees were canceled and exchanged for replacement stock options to purchase shares of our common stock under our 2012 Equity Incentive Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards held by key employees of VictorOps were canceled and exchanged for unregistered restricted shares of our common stock subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of VictorOps employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $7.6 million of these issued awards, which are subject to the recipients’ 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 $ 11,700 84 Customer relationships 9,400 60 Total intangible assets acquired $ 21,100 Unaudited Pro Forma Financial Information The following unaudited pro forma information presents the combined results of operations as if the acquisitions of SignalFx, Omnition, VictorOps and Phantom had been completed in the beginning of the applicable comparable prior annual reporting period. The unaudited pro forma results include adjustments primarily related to the following: (i) amortization associated with preliminary estimates for the acquired intangible assets; (ii) recognition of post-acquisition stock-based compensation; (iii) the effect of recording deferred revenue at fair value; (iv) elimination of historical interest expense related to debt extinguished in the acquisition of SignalFx; (v) the inclusion of acquisition costs as of the earliest period presented; and (iv) the associated tax impact of the acquisitions and 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 from integrating these companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: Fiscal Year Ended January 31, (In thousands, except per share amounts) 2020 2019 Revenue $ 2,376,181 $ 1,822,576 Net loss $ (434,998 ) $ (421,198 ) Fiscal 2018 Acquisitions Rocana On October 6, 2017, we acquired certain assets of Rocana, Inc. (“Rocana”), a privately-held Delaware corporation that develops analytics solutions for the IT market. This acquisition has been accounted for as a business combination. The purchase price of $30.2 million , paid in cash, was allocated as follows: $10.1 million to identifiable intangible assets, with the excess $20.1 million of the purchase price over the fair value of net assets acquired recorded as goodwill. This goodwill is primarily attributable to the value expected from the synergies of the combination, including advancing the analytics and machine learning capabilities of our products, and is deductible for income tax purposes. The results of operations of the acquired entity, which are not material, have been included on our consolidated financial statements from the date of purchase. Pro forma and historical results of operations of the acquired entity have not been presented as we do not consider the results to have a material effect on any of the periods presented on our consolidated statements of operations. 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 $ 8,320 36 Other acquired intangible assets 1,790 24 Total intangible assets acquired $ 10,110 Drastin On May 15, 2017, we acquired 100% of the voting equity interest of Drastin, Inc. (“Drastin”) privately-held Delaware corporation that develops technology for search-driven analytics on enterprise data. This acquisition has been accounted for as a business combination. The purchase price of $17.3 million , paid in cash, was allocated as follows: $3.8 million to identifiable intangible assets and $0.5 million to net deferred tax liability, with the excess $14.0 million of the purchase price over the fair value of net assets acquired recorded as goodwill. This goodwill is primarily attributable to the value expected from the synergies of the combination, including developing a more intuitive search experience for our products, and is not deductible for income tax purposes. The results of operations of the acquired entity, which are not material, have been included on our consolidated financial statements from the date of purchase. Pro forma and historical results of operations of the acquired entity have not been presented as we do not consider the results to have a material effect on any of the periods presented on our consolidated statements of operations. 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 $ 3,500 48 Other acquired intangible assets 300 24 Total intangible assets acquired $ 3,800 SignalSense On September 29, 2017, we acquired 100% of the voting equity interest of SignalSense Inc. (“SignalSense”), a privately held Washington corporation that develops cloud-based data collection and breach detection solutions that leverage machine learning. This acquisition has been accounted for as a business combination. The purchase price of $12.2 million , paid in cash, was allocated as follows: $11.3 million to identifiable intangible assets acquired, $0.2 million in net assets and $2.0 million to net deferred tax liabilities, with the excess $2.7 million of the purchase price over the fair value of net assets acquired recorded as goodwill. This goodwill is primarily attributable to the value expected from the synergies of the combination, including developing more advanced cloud and machine learning capabilities for our products, and is not deductible for income tax purposes. The results of operations of the acquired entity, which are not material, have been included on our consolidated financial statements from the date of purchase. Pro forma and historical results of operations of the acquired entity have not been presented as we do not consider the results to have a material effect on any of the periods presented on our consolidated statements of operations. 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 $ 11,310 36 Total intangible assets acquired $ 11,310 Goodwill There were no impairments to goodwill during the fiscal year ended January 31, 2020 or during prior periods. Goodwill balances are presented below: Fiscal Year Ended January 31, (In thousands) 2020 2019 Beginning balance $ 503,388 $ 161,382 Goodwill acquired 789,452 342,006 Ending balance $ 1,292,840 $ 503,388 Intangible Assets Intangible assets subject to amortization realized from acquisitions as of January 31, 2020 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (months) Developed technology $ 252,530 $ (87,112 ) $ 165,418 68 Customer relationships 81,810 (12,403 ) 69,407 53 Other acquired intangible assets 7,270 (3,680 ) 3,590 32 Total intangible assets subject to amortization $ 341,610 $ (103,195 ) $ 238,415 Intangible assets subject to amortization realized from acquisitions as of January 31, 2019 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (months) Developed technology $ 132,100 $ (57,596 ) $ 74,504 52 Customer relationships 20,910 (4,523 ) 16,387 52 Other acquired intangible assets 3,270 (2,539 ) 731 9 Total intangible assets subject to amortization $ 156,280 $ (64,658 ) $ 91,622 Amortization expense from acquired intangible assets was $38.5 million , $25.2 million and $13.5 million for the fiscal year ended January 31, 2020 , 2019 and 2018 , respectively. The expected future amortization expense for acquired intangible assets as of January 31, 2020 is as follows: Fiscal Period (In thousands) Expected Amortization Expense Fiscal 2021 $ 55,706 Fiscal 2022 45,567 Fiscal 2023 41,525 Fiscal 2024 37,015 Fiscal 2025 31,182 Thereafter 27,420 Total amortization expense $ 238,415 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Jan. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes In September 2018, we issued $1.27 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2023 (the “2023 Notes”), including the exercise in full by the initial purchasers of the 2023 Notes of their option to purchase an additional $165.0 million principal amount of 2023 Notes, and $862.5 million aggregate principal amount of 1.125% Convertible Senior Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes, the “Notes”), including the exercise in full by the initial purchasers of the 2025 Notes of their option to purchase an additional $112.5 million principal amount of 2025 Notes. The Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the Notes was $2.11 billion , net of initial purchaser discounts and issuance costs. The 2023 Notes will mature on September 15, 2023, and the 2025 Notes will mature on September 15, 2025, in each case unless earlier redeemed, repurchased or converted. The 2023 Notes will bear interest from September 21, 2018 at a rate of 0.50% per year and the 2025 Notes will bear interest from September 21, 2018 at a rate of 1.125% per year, in each case payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2019. The initial conversion rate for each series of notes is 6.7433 shares of our common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $148.30 per share of our common stock, subject to adjustment upon the occurrence of specified events. The initial conversion price of each series of Notes represents a premium of approximately 27.5% to the $116.31 per share closing price of our common stock on September 18, 2018, which was the date the pricing of the Notes was determined. The Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2023, in the case of the 2023 Notes, or June 15, 2025, in the case of the 2025 Notes, only under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the relevant series of Notes on each applicable trading day; • during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price (as defined in the indenture governing the relevant series of notes) per $1,000 principal amount of the relevant series of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the relevant series of Notes on each such trading day; • if we call the relevant series of Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events as set forth in the relevant indenture. On or after June 15, 2023, in the case of the 2023 Notes, and on or after June 15, 2025, in the case of the 2025 Notes, until the close of business on the second scheduled trading day immediately preceding the relevant maturity date, holders of the relevant series of Notes may convert all or any portion of their Notes of such series, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying and/or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the relevant indenture. It is our current intent to settle the conversions of principal amount of the Notes in cash and the remaining conversion value, if any, in shares of common stock. If we undergo a fundamental change (as defined in each indenture), holders may require us to repurchase for cash all or any portion of their Notes of the relevant series at a fundamental change repurchase price equal to 100% of the principal amount of the relevant series of Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the relevant maturity date of a series of Notes or if we deliver a notice of redemption in respect of a series of Notes, we will, in certain circumstances, increase the conversion rate of the relevant series of Notes for a holder who elects to convert its Notes of the applicable series in connection with such corporate event or notice of redemption, as the case may be. During the fiscal year ended January 31, 2020 , the conditions allowing holders of the Notes to convert were not met. The Notes were therefore not convertible during the fiscal year ended January 31, 2020 and were classified as long-term debt on our consolidated balance sheets. We may not redeem the 2023 Notes prior to September 20, 2021, and we may not redeem the 2025 Notes prior to September 20, 2022. We may redeem for cash all or any portion of the 2023 Notes, at our option, on or after September 20, 2021, and we may redeem for cash all or any portion of the 2025 Notes, at our option, on or after September 20, 2022, in each case if the last reported sale price of our common stock has been at least 130% of the conversion price for the relevant series of Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the relevant series of Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the relevant redemption date. In accounting for the issuance of the Notes, we separated the Notes into liability and equity components. The carrying amounts of the liability components of the Notes were calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amounts of the equity components, representing the conversion option, were determined by deducting the fair value of the liability components from the par value of the respective Notes. This difference represents the debt discount that is amortized to interest expense over the respective terms of the Notes using the effective interest rate method. The carrying amounts of the equity components representing the conversion options were $266.9 million and $237.2 million for the 2023 Notes and 2025 Notes, respectively, and are recorded in additional paid-in capital and are not remeasured as long as they continue to meet the conditions for equity classification. In accounting for the issuance costs related to the Notes, we allocated the total amount incurred to the liability and equity components of the Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component of the 2023 Notes and 2025 Notes were $10.4 million and $6.5 million , respectively. The issuance costs allocated to the liability component are amortized to interest expense over the contractual terms of the 2023 Notes and 2025 Notes at an effective interest rate of 5.65% and 6.22% , respectively. Issuance costs attributable to the equity component of the 2023 Notes and 2025 Notes were $2.8 million and $2.5 million , respectively, and are netted against the equity components representing the conversion option in additional paid-in capital. The net carrying amount of the liability and equity components for each of the Notes as of January 31, 2020 was as follows: (In thousands) 2023 Notes 2025 Notes Liability component: Principal amount $ 1,265,000 $ 862,500 Unamortized discount (201,093 ) (198,468 ) Unamortized issuance costs (7,848 ) (5,461 ) Net carrying amount $ 1,056,059 $ 658,571 Equity component, net of purchase discounts and issuance costs $ 264,129 $ 234,712 The following table sets forth the interest expense related to the Notes: (In thousands) Fiscal Year Ended January 31, 2020 Fiscal Year Ended January 31, 2019 2023 Notes: Coupon interest expense $ 6,324 $ 2,266 Amortization of debt discount (conversion option) 48,767 17,055 Amortization of debt issuance costs and purchase discounts 1,904 666 Total interest expense related to the 2023 Notes $ 56,995 $ 19,987 2025 Notes: Coupon interest expense $ 9,704 $ 3,477 Amortization of debt discount (conversion option) 28,697 10,023 Amortization of debt issuance costs and purchase discounts 789 276 Total interest expense related to the 2025 Notes $ 39,190 $ 13,776 As of January 31, 2020 , the total estimated fair values of the 2023 Notes and the 2025 Notes were approximately $1.54 billion and $1.09 billion , respectively. The fair value was determined based on the closing trading price per $100 of the Notes as of the last day of trading for the period. The fair value of the Notes is primarily affected by the trading price of our common stock and market interest rates. The fair value of the Notes is considered a Level 2 measurement as they are not actively traded. Capped Calls In connection with the issuance of the Notes, including the initial purchasers’ exercise of the option to purchase additional Notes, we entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls”). The Capped Calls are expected to reduce potential dilution to our common stock upon conversion of the Notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls have an initial strike price of $148.30 per share, subject to certain adjustments, which corresponds to the conversion option strike price in the Notes. The Capped Calls have a cap price equal to $232.62 per share, subject to certain adjustments. The Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting us, including merger events, tender offers and announcement events. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The premium paid for the purchase of the Capped Calls in the amount of $274.3 million |
Stock Compensation Plans
Stock Compensation Plans | 12 Months Ended |
Jan. 31, 2020 | |
Share-based Payment Arrangement [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 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, 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 the 2012 plan, 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 lesser 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, restricted stock unit (“RSU”), restricted stock award (“RSA”) and performance unit (“PSU”) award activity under our 2012 Equity Incentive Plan during the fiscal year ended January 31, 2020 : Options Outstanding RSUs and PSUs Available Shares Weighted- Weighted- Aggregate (1) Shares (in thousands) Balances as of January 31, 2019 17,082,136 409,039 $ 10.69 3.36 $ 46,693 13,098,607 Additional shares authorized 7,458,364 Options granted (2) (814,160 ) 814,160 11.04 Options exercised (329,155 ) 10.82 Options forfeited and expired 70,503 (70,503 ) 12.97 RSUs and PSUs granted (7,147,792 ) 7,147,792 RSUs and PSUs vested (5,378,003 ) RSAs issued (421,533 ) Shares withheld related to net share settlement of RSUs and PSUs 1,374,238 RSUs and PSUs forfeited and canceled 1,726,746 (1,726,746 ) Balances as of January 31, 2020 19,328,502 823,541 $ 10.79 6.61 $ 118,978 13,141,650 Vested and expected to vest 791,073 $ 10.76 6.53 $ 114,311 12,213,148 Exercisable as of January 31, 2020 283,022 $ 9.78 3.01 $ 41,173 _________________________ (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, 2020 . (2) All options granted during fiscal 2020 were equity awards assumed in connection with our acquisitions. During a portion of fiscal 2020 , 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 on 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 2020 we also 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. During fiscal 2020 , we granted 356,682 PSUs to certain executives under our 2012 Equity Incentive Plan, which includes both PSUs awarded but not yet earned, as well as PSUs earned and eligible to vest. 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 based on financial performance measures can range from 0% to 200% of the target amount. Compensation expense for PSUs with financial performance measures is measured using the fair value at the date of grant and recorded over the four-year 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. Additionally, beginning in fiscal 2019, our PSUs granted contain an additional market performance measure that can increase the number of shares earned by up to an additional 50% of the shares received based on the financial performance measure. As of January 31, 2020 , total unrecognized compensation cost related to stock options was $51.4 million , which is expected to be recognized over a weighted-average period of 2.4 years . As of January 31, 2020 , total unrecognized compensation cost was $1.20 billion related to RSUs, which is expected to be recognized over the next 2.9 years . As of January 31, 2020 , total unrecognized compensation cost was $58.8 million related to PSUs, which is expected to be recognized over the next 2.3 years . As of January 31, 2020 , total unrecognized compensation cost was $65.1 million related to RSAs, which is expected to be recognized over the next 2.3 years . The following table summarizes our RSA activity during the fiscal year ended January 31, 2020 : Shares Outstanding as of January 31, 2019 824,605 RSAs issued (1) 641,382 RSAs vested (607,965 ) RSAs forfeited and canceled (229 ) Outstanding as of January 31, 2020 857,793 _________________________ (1) All RSAs issued during fiscal 2020 were equity awards assumed in connection with our acquisitions. The aggregate intrinsic value of options exercised was $43.7 million , $27.0 million , and $93.5 million for the fiscal years ended January 31, 2020 , 2019 and 2018 , respectively. The weighted-average grant date fair value of options granted was $106.85 , $83.96 , and $67.81 per share for the fiscal years ended January 31, 2020 , 2019 and 2018 , respectively. The aggregate intrinsic value of RSUs vested was $629.9 million , $537.7 million , and $377.1 million for the fiscal years ended January 31, 2020 , 2019 and 2018 , respectively. The weighted-average grant date fair value of RSUs granted was $135.39 , $108.57 , and $76.40 per share for the fiscal years ended January 31, 2020 , 2019 and 2018 , respectively. The weighted-average grant date fair value of PSUs granted was $166.57 , $86.55 , and $60.25 per share for the fiscal years ended January 31, 2020 , 2019 and 2018 , respectively. The weighted-average grant date fair value of RSAs issued was $115.53 and $79.07 per share for the fiscal years ended January 31, 2020 and 2019 , respectively. No RSAs were granted during the fiscal year ended January 31, 2018 . 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: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Cost of revenues $ 44,399 $ 37,501 $ 33,605 Research and development 185,262 137,171 106,690 Sales and marketing 216,276 190,422 159,240 General and administrative 99,487 76,836 58,928 Total stock-based compensation expense $ 545,424 $ 441,930 $ 358,463 Valuation Assumptions PSUs granted in fiscal 2020 and 2019 contain an additional market performance measure that can increase the number of shares earned. The following table summarizes the assumptions used in the Monte Carlo simulation model to determine the fair value of PSUs granted during the fiscal years ended January 31, 2020 and 2019 : Fiscal Year Ended January 31, 2020 2019 Expected volatility (1) 37.9 - 40.2% 39.5 % Risk-free rate 2.3 % 2.5 % Dividend yield — — Expected term (in years) 4.0 4.0 _________________________ (1) Equal weighting of Splunk historical and implied volatility. We did not grant any options to employees during the year ended January 31, 2018. The following table summarizes the assumptions used in the Black-Scholes method to determine the fair value of options granted during the fiscal years ended January 31, 2020 and 2019 : Fiscal Year Ended January 31, 2020 2019 Expected volatility 38.5 - 42.8% 33.8 - 44.6% Risk-free rate 1.5 - 1.8% 0.5 - 2.9% Dividend yield — — Expected term (in years) 3.0 - 6.4 6.1 The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine the fair value of our common shares under the ESPP: Fiscal Year Ended January 31, 2020 2019 2018 Expected volatility 37.4 - 46.6% 33.1 - 53.8% 28.4 - 34.5% Risk-free rate 1.6 - 2.0% 2.1 - 2.7% 1.1 - 1.7% Dividend yield — — — Expected term (in years) 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 |
Revenues, Deferred Revenue and
Revenues, Deferred Revenue and Remaining Performance Obligations | 12 Months Ended |
Jan. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues, Deferred Revenue and Remaining Performance Obligations | Revenues, Deferred Revenue and Remaining Performance Obligations Disaggregation of Revenues The following table presents disaggregated revenues by major product or service type: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Revenues License $ 1,373,367 $ 1,030,277 $ 741,302 Maintenance, professional services and training 673,201 601,533 475,330 Cloud services 312,358 171,200 92,500 Total revenues $ 2,358,926 $ 1,803,010 $ 1,309,132 Revenues by geography are based on the shipping address of the customer. The following table presents our revenues by geographic region: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 United States $ 1,676,395 $ 1,274,361 $ 931,281 International 682,531 528,649 377,851 Total revenues $ 2,358,926 $ 1,803,010 $ 1,309,132 Other than the United States, no other individual country exceeded 10% of total revenues during any of the periods presented. The following table presents revenues by channel partners representing 10% or more of total revenues: Fiscal Year Ended January 31, 2020 2019 2018 Channel Partner A 29 % 32 % 31 % Channel Partner B 19 % 18 % 17 % 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 2020 , 2019 or 2018 . The following table presents total current and non-current accounts receivable by channel partners representing 10% or more of total current and non-current accounts receivable: Fiscal Year Ended January 31, 2020 2019 Channel Partner A 27 % 29 % Channel Partner B 13 % 10 % Deferred Revenue Revenues recognized from amounts included in deferred revenue as of January 31, 2019 and 2018 were $633.2 million and $452.4 million during the fiscal years ended January 31, 2020 and 2019 , respectively. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and excludes performance obligations that are subject to cancellation terms. Our remaining performance obligations were $1.80 billion as of January 31, 2020 , of which we expect to recognize approximately 55% as revenue over the next 12 months and the remainder thereafter. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before income tax expense consists of the following: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 United States $ (363,053 ) $ (289,896 ) $ (207,607 ) International 31,402 26,705 18,746 Total $ (331,651 ) $ (263,191 ) $ (188,861 ) Income tax provision (benefit) consists of the following: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Current tax provision: Federal $ 316 $ 7,532 $ — State 627 422 301 Foreign 10,194 8,496 5,878 Total current tax provision 11,137 16,450 6,179 Deferred tax provision: Federal (2,124 ) (3,313 ) (2,825 ) State (2,213 ) — (362 ) Foreign (1,783 ) (751 ) (1,635 ) Total deferred tax provision (6,120 ) (4,064 ) (4,822 ) Total tax provision (benefit) $ 5,017 $ 12,386 $ 1,357 The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Expected provision (benefit) at U.S. federal statutory rate $ (69,692 ) $ (55,270 ) $ (39,661 ) State income taxes - net of federal benefit (10,647 ) (8,904 ) (6,454 ) Stock-based compensation (23,306 ) (26,554 ) (18,893 ) Research and development tax credits (44,274 ) (32,819 ) (18,463 ) Change in valuation allowance 146,765 122,614 (104,672 ) Non-deductible expenses 5,814 4,767 2,145 Release of valuation allowance due to acquisitions (4,337 ) (3,313 ) (3,187 ) Impact of the Act — — 190,920 Base erosion anti-abuse tax 316 7,532 — Non-U.S. tax rate differential 4,378 4,333 (378 ) Total tax provision (benefit) $ 5,017 $ 12,386 $ 1,357 Deferred tax assets and liabilities consist of the following: Fiscal Year Ended January 31, (In thousands) 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 594,967 $ 472,153 Accrued liabilities 12,934 13,622 Tax credit carryforwards 158,250 108,769 Stock-based compensation 33,245 34,319 Deferred revenue 37,932 21,549 Operating lease right-of-use assets 67,233 — Valuation allowance (643,395 ) (481,279 ) Total deferred tax assets 261,166 169,133 Deferred tax liabilities: Depreciation and amortization (51,033 ) (15,965 ) Deferred revenue — — Operating lease liabilities (64,017 ) — Deferred commissions (45,882 ) (35,125 ) Convertible senior notes (96,465 ) (116,023 ) Total deferred tax liabilities (257,397 ) (167,113 ) Net deferred taxes 3,769 2,020 Recorded as: Non-current deferred tax assets 647,164 483,299 Non-current valuation allowance (643,395 ) (481,279 ) Net deferred tax assets $ 3,769 $ 2,020 Net operating loss and tax credit carryforwards as of January 31, 2020 are as follows: (Dollars in thousands) Amount Expiration years Net operating loss, federal (generated in taxable years ended after December 31, 2017) $ 898,398 No expiration Net operating loss, federal (generated in taxable years ended before December 31, 2017) 1,474,047 2025 - 2037 Net operating loss, state 1,576,278 2028 - 2040 Tax credit, federal (before reserve) 118,825 2026 - 2040 Tax credit, state (before reserve, before federal benefits) 95,214 No expiration 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 $643.4 million and $481.3 million for fiscal 2020 and 2019 , respectively. 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 U.S. federal and state NOL and tax credit carryforwards may be limited. As of January 31, 2020 , we have an immaterial amount of earnings indefinitely reinvested outside of the U.S. We do not intend to repatriate these earnings and, accordingly, we do not provide for U.S. income taxes and foreign withholding tax on these earnings. As of January 31, 2020 , our unrecognized tax benefits were $39.8 million , of which $0.5 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. Unrecognized tax benefit balances are presented below: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Balance at beginning of year $ 32,905 $ 31,802 $ 16,755 Increase related to prior year tax positions — — 6,355 Decrease related to prior year tax positions — (6,035 ) — Increase related to current year tax positions 6,869 7,138 8,692 Balance at end of year $ 39,774 $ 32,905 $ 31,802 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. 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, 2016. 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. The potential change in unrecognized tax benefits during the next 12 months is not expected to be material. We accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties as of January 31, 2020 and 2019 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Jan. 31, 2020 | |
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 convertible senior notes, 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: Fiscal Year Ended January 31, (In thousands, except per share amounts) 2020 2019 2018 Numerator: Net loss $ (336,668 ) $ (275,577 ) $ (190,218 ) Denominator: Weighted-average common shares outstanding 152,653 145,737 139,921 Less: Weighted-average unvested common shares subject to repurchase or forfeiture (704 ) (30 ) (55 ) Weighted-average shares used to compute net loss per share, basic and diluted 151,949 145,707 139,866 Net loss per share, basic and diluted $ (2.22 ) $ (1.89 ) $ (1.36 ) 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: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Shares subject to outstanding common stock options 824 409 623 Shares subject to outstanding RSUs, PSUs and RSAs 13,999 13,923 13,080 Employee stock purchase plan 548 554 543 Total 15,371 14,886 14,246 As we expect to settle the principal amount of our convertible senior notes in cash, we use the treasury stock method for calculating any potential dilutive effect on diluted net income per share, if applicable. The conversion spread of 14.3 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of our common stock for a given period exceeds the conversion price of $148.30 per share. |
Description of the Business a_2
Description of the Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation | Business Splunk Inc. (“we,” “us,” “our”) provides innovative software solutions that ingest data from different sources including systems, devices and interactions, and turn that data into meaningful business insights across the organization. Our Data-to-Everything platform enables users to investigate, monitor, analyze and act on data regardless of format or source. Data is produced by nearly every software application and electronic device across an organization and contains a real-time record of various activities, such as business transactions, customer and user behavior, and security threats. Our Data-to-Everything platform helps organizations gain the value contained in data by delivering real-time information to enable operational decision making. We were incorporated in California in October 2003 and reincorporated in Delaware in May 2006. |
Fiscal Year | Fiscal Year Our fiscal year ends on January 31. References to fiscal 2020 , for example, refer to the fiscal year ended January 31, 2020 . |
Basis of Accounting, Policy | Basis of Presentation We prepared our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). 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. |
Reclassification, Policy | Reclassifications Certain reclassifications have been made to prior year balances in order to conform to the current period presentation. “Accounts receivable, non-current” have been reclassified from “Other assets” on our consolidated balance sheet and “Prepaid expenses and other assets” on our consolidated statements of cash flows. These reclassifications had no impact on the previously reported net loss or accumulated deficit. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments 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 stand-alone selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, uncollectible accounts receivable, the assessment of the useful life and recoverability of long-lived assets (property and equipment, goodwill and identified intangibles), the period of benefit for deferred commissions, stock-based compensation expense, the fair value of assets acquired and liabilities assumed for business combinations, income taxes, the discount rate used for operating leases, and contingencies. Actual results could differ from those estimates. |
COVID-19 | COVID-19 The worldwide spread of COVID-19 is expected to result in a global slowdown of economic activity which is likely to decrease demand for a broad variety of goods and services, while also disrupting sales channels and marketing activities for an unknown period of time until the disease is contained. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain, and as of the date of issuance of those financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our financial statements. |
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. |
Foreign Currency | Foreign Currency The functional currency of our foreign subsidiaries is their respective local currency, with the exception of our United Kingdom subsidiary, for which the functional currency is the U.S. dollar. Translation adjustments arising from the use of differing exchange rates from period to period are included in “Accumulated other comprehensive income (loss)” on our consolidated statements 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, 2020. 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 We 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 our consolidated balance sheets with changes in the fair value included in “Other income (expense), net” on our consolidated statements of operations. |
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. We apply significant judgment in determining the fair value of the intangible assets acquired, which involves the use of significant estimates and assumptions with respect to revenue growth rates, royalty rate and technology migration curve. While we use our best estimates and judgments, 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 included in our consolidated statements of operations. |
Strategic Investments | Equity Investments Equity investments without readily determinable fair values are accounted for at cost, less impairment and adjusted for subsequent observable price changes obtained from transactions for identical or similar investments issued by the same issuer. Changes in the basis of the equity investment will be recognized in “Other income (expense), net.” Investments in entities where we have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. Our results of operations will include, as a component of “Other income (expense), net,” our share of the net income or loss of the equity investments accounted for under the equity method of accounting. |
Revenue Recognition | Revenue Recognition We generate revenues primarily in the form of software license and related maintenance fees, cloud services and other service fees. Licenses for on-premises software are either term or perpetual licenses and provide the customer with a right to use the software. When a term license is purchased, maintenance is bundled with the license for the term of the license period. Typically, when purchasing a perpetual license, a customer also purchases one year of maintenance for which we charge a percentage of the license fee. Cloud services are provided on a subscription basis and give our customers access to our cloud solutions, which include related customer support. Other services include training and professional services that are not integral to the functionality of the licenses or cloud services. Revenue from on-premises licenses is generally recognized upfront upon transfer of control of the software, which occurs at delivery, or when the license term commences, if later. We recognize revenue from maintenance contracts ratably over the service period. Cloud services revenue is recognized ratably over the cloud service term. Training and professional services are provided either on a time and material basis, in which revenues are recognized as services are delivered, or over a contractual term, in which revenues are recognized ratably. With respect to contracts that include customer acceptance provisions, we recognize revenue upon customer acceptance. Our policy is to record revenues net of any applicable sales, use or excise taxes. Our contracts with customers often contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. We apply significant judgment in identifying and accounting for each performance obligation, as a result of evaluating the terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on an observable standalone selling price when it is available, as well as other factors, including the price charged to customers, our discounting practices, and our overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, we estimate the SSP using the residual approach. A receivable is recorded in the period we deliver products or provide services, or when we have an unconditional right to payment. Most of our multi-year on-premises term license contracts are invoiced annually. We record a receivable for multi-year on-premises licenses, whether or not billed, to the extent we have an unconditional right to receive payment in the future related to those licenses. The non-current portion of these receivables, primarily consisting of unbilled receivables, is included in “Accounts receivable, non-current” on our consolidated balance sheets. Payment terms and conditions vary by contract type, although our terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of payment, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Deferred revenue is recorded when we invoice a contract or deliver a license prior to recognizing revenue. It is comprised of balances related to maintenance, cloud services, training and professional services invoiced at the beginning of each service period, as well as licenses that we delivered prior to the license term commencing. |
Deferred Sales Commissions | Deferred Sales Commissions Sales commissions paid to our sales force and the related payroll taxes are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are capitalized and included in “Deferred commissions, current and non-current” on our consolidated balance sheets. We generally amortize these costs over the remaining contractual term of our customer contracts, consistent with the pattern of revenue recognition of each performance obligation, for contracts in which the commissions paid on the initial and renewal contracts are commensurate. For certain contracts in which the commissions paid on the initial and renewal contracts are not commensurate, we amortize the commissions paid on the initial contract over an expected period of benefit, which we have determined to be approximately five years. We have determined the period of benefit by taking into consideration our customer contracts, the duration of our relationships with our customers and our technology. In capitalizing and amortizing deferred commissions, we have elected to apply a portfolio approach. We include amortization of deferred commissions in “Sales and marketing expense” on our consolidated statements of operations. There were no impairments to deferred commissions for all periods presented. Commission expense was $208.9 million , $174.0 million and $116.3 million for fiscal 2020 , 2019 and 2018 , respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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 our 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 in “Interest income” on our consolidated statements of operations. |
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 with two financial institutions that management believes are high-credit, quality financial institutions and invest our cash equivalents in highly rated money market funds. Our accounts receivable is subject to collection risk. 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: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Balance at beginning of period $ 445 $ 467 $ 475 Add: bad debt expense 1,062 — — Less: write-offs, net of recoveries (504 ) (22 ) (8 ) Balance at end of period $ 1,003 $ 445 $ 467 |
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 by 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 the carrying amount of our reporting unit exceeds its fair value, we recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. 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. 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. In addition, we evaluate the recoverability of our long-lived assets including intangible and tangible assets 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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost net of accumulated depreciation and amortization. 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 on our 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: 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 software development costs for fiscal 2020 and 2019 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 2020 , 2019 or 2018 . Costs related to software developed, acquired, or modified for internal use, 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 capitalized $3.5 million of costs related to software developed for internal use in fiscal 2020. Costs related to software developed for internal use in fiscal 2019 were not material. |
Leases | Leases We determine if an arrangement contains a lease and the classification of that lease, if applicable, at the inception of a contract. We primarily lease our facilities under operating leases. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. We calculate the operating lease right-of-use assets based on the corresponding lease liability adjusted for (i) payments made at or before the commencement date, (ii) initial direct costs we incur and (iii) tenant incentives under the lease. We do not account for renewals or early terminations unless we are reasonably certain to exercise these options at commencement. Operating lease right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for our operating leases. We do not include leases with terms of 12 months or less on our consolidated balance sheets. As the implicit rate for our operating leases is generally not determinable, we use our incremental borrowing rate as our discount rate at the lease commencement date to determine the present value of lease payments. We determine the discount rate of our leases by considering various factors, such as our credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, the lease term and the currency in which the lease is denominated. Our discount rate was determined using a portfolio approach. Our operating lease assets are included in “Operating lease right-of-use assets” and the current and non-current portions of our operating lease liabilities are included in “Accrued expenses and other liabilities” and “Operating lease liabilities,” respectively, on our consolidated balance sheets. As of January 31, 2020 , we had no finance leases. Refer to Note 4 “Leases” for details. |
Advertising Expense | Advertising Expense We expense advertising costs as incurred. We incurred $30.1 million , $17.3 million and $10.1 million in advertising expenses for fiscal 2020 , 2019 and 2018 , respectively. Advertising costs are included in “Sales and marketing” expenses on our 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 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. The fair value of each option grant and stock purchase right granted under the Employee Stock Purchase Plan (“ESPP”) is 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 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 volatility 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 number of PSUs earned and eligible to vest are determined based on achievement of certain performance conditions and/or market conditions and the recipients’ continued service with us. For awards subject to service and performance conditions, the number of shares of our stock issued pursuant to the award can range from 0% to 200% of the target amount. For awards subject to service and performance conditions that also include market conditions, the number of shares of our stock issued pursuant to the award can range from 0% to 300% of the target amount. Compensation expense for PSUs with performance conditions 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. We use a Monte Carlo option-pricing model to determine the fair value of PSUs with market conditions. |
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 carryforwards. 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. All of these judgments are subject to review by the taxing authorities. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Standards Standard Description Effective Date Effect on the Consolidated Financial Statements (or Other Significant Matters) Accounting Standards Update (“ASU”) No. 2018-15 (Subtopic 350-40), Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract The standard aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred for an internal-use software license. We early adopted this new standard as of May 1, 2019. The adoption of this new standard did not have a material impact on our consolidated financial statements. ASU No. 2018-13 (Topic 820), Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement The new standard no longer requires disclosure of the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted-average used to develop significant unobservable inputs for Level 3 fair value measurements. We adopted this new standard as of February 1, 2019. The adoption of this new standard did not have a material impact on our consolidated financial statements. ASU No. 2016-02 (Topic 842), Leases The new standard supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840, Leases. The standard requires an entity to recognize right-of-use assets and lease liabilities arising from a lease for operating leases, initially measured at the present value of the lease payments on the consolidated balance sheets. The impact of such leases on the consolidated statements of operations and cash flows will continue to be treated in a similar manner under current GAAP. The standard also requires additional qualitative and quantitative disclosures. In July 2018, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, was issued which clarifies the codification or corrects unintended application of the guidance. We adopted this new standard as of February 1, 2019, using the cumulative-effect transition method recognized as of the date of initial application, as amended by ASU No. 2018-11. Under this method, we are not required to restate or disclose the effects of applying Topic 842 for comparative periods. As the result of our adoption, we recognized Operating lease right-of-use assets of $199.8 million and current and non-current Operating lease liabilities of $211.9 million on our consolidated balance sheets at February 1, 2019. Additionally, we recorded a decrease to our opening accumulated deficit of approximately $7.2 million related to the derecognition of build-to-suit lease assets and liabilities. We have updated our accounting policies, systems, processes and internal controls, and have allocated internal and external resources to assist us during our implementation efforts. We applied the following practical expedients as permitted under Topic 842: (i) we elected to account for lease and non-lease components as a single lease component, and (ii) we elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward (1) our historical lease classification, (2) our assessment on whether a contract was or contains a lease, and (3) our initial direct costs for leases that existed prior to January 31, 2019. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Consolidated Financial Statements (or Other Significant Matters) ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The amendments in this ASU simplify the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance to improve consistent application. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. First quarter of fiscal 2022. We are currently evaluating the impact of this standard on our consolidated financial statements. ASU No. 2016-13 (Topic 326), Financial Instruments - Credit Losses The amendments in this update require a financial asset (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans and held-to-maturity debt securities. First quarter of fiscal 2021. We do not expect a material impact on our consolidated financial statements upon adoption. |
Description of the Business a_3
Description of the Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of changes in the allowance for doubtful accounts | The following table presents the changes in the allowance for doubtful accounts: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Balance at beginning of period $ 445 $ 467 $ 475 Add: bad debt expense 1,062 — — Less: write-offs, net of recoveries (504 ) (22 ) (8 ) Balance at end of period $ 1,003 $ 445 $ 467 |
Schedule of estimated useful lives of property and equipment | The following table presents the estimated useful lives of our property and equipment: 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 January 31, (In thousands) 2020 2019 Computer equipment and software $ 109,892 $ 79,887 Furniture and fixtures 28,568 18,872 Leasehold and building improvements (1) 141,965 79,064 Building (2) — 82,250 Property and equipment, gross 280,425 260,073 Less: accumulated depreciation and amortization (123,497 ) (101,797 ) Property and equipment, net $ 156,928 $ 158,276 _________________________ (1) Includes costs related to assets not yet placed into service of $46.5 million and $11.3 million , as of January 31, 2020 and 2019 , respectively. (2) This relates to the capitalization of construction costs under ASC Topic 840, Leases, in connection with our financing lease obligation, where we were considered the owner of the asset, for accounting purposes only, during the period ended January 31, 2019. The corresponding long-term liability for this obligation was included in “Other liabilities, non-current" on our consolidated balance sheets. As part of our adoption of Topic 842, we derecognized the assets and liabilities related to the financing lease obligation at February 1, 2019. Refer to Note 4 “Leases” for details. |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Recently Adopted Accounting Standards Standard Description Effective Date Effect on the Consolidated Financial Statements (or Other Significant Matters) Accounting Standards Update (“ASU”) No. 2018-15 (Subtopic 350-40), Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract The standard aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred for an internal-use software license. We early adopted this new standard as of May 1, 2019. The adoption of this new standard did not have a material impact on our consolidated financial statements. ASU No. 2018-13 (Topic 820), Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement The new standard no longer requires disclosure of the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted-average used to develop significant unobservable inputs for Level 3 fair value measurements. We adopted this new standard as of February 1, 2019. The adoption of this new standard did not have a material impact on our consolidated financial statements. ASU No. 2016-02 (Topic 842), Leases The new standard supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840, Leases. The standard requires an entity to recognize right-of-use assets and lease liabilities arising from a lease for operating leases, initially measured at the present value of the lease payments on the consolidated balance sheets. The impact of such leases on the consolidated statements of operations and cash flows will continue to be treated in a similar manner under current GAAP. The standard also requires additional qualitative and quantitative disclosures. In July 2018, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, was issued which clarifies the codification or corrects unintended application of the guidance. We adopted this new standard as of February 1, 2019, using the cumulative-effect transition method recognized as of the date of initial application, as amended by ASU No. 2018-11. Under this method, we are not required to restate or disclose the effects of applying Topic 842 for comparative periods. As the result of our adoption, we recognized Operating lease right-of-use assets of $199.8 million and current and non-current Operating lease liabilities of $211.9 million on our consolidated balance sheets at February 1, 2019. Additionally, we recorded a decrease to our opening accumulated deficit of approximately $7.2 million related to the derecognition of build-to-suit lease assets and liabilities. We have updated our accounting policies, systems, processes and internal controls, and have allocated internal and external resources to assist us during our implementation efforts. We applied the following practical expedients as permitted under Topic 842: (i) we elected to account for lease and non-lease components as a single lease component, and (ii) we elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward (1) our historical lease classification, (2) our assessment on whether a contract was or contains a lease, and (3) our initial direct costs for leases that existed prior to January 31, 2019. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Consolidated Financial Statements (or Other Significant Matters) ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The amendments in this ASU simplify the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance to improve consistent application. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. First quarter of fiscal 2022. We are currently evaluating the impact of this standard on our consolidated financial statements. ASU No. 2016-13 (Topic 326), Financial Instruments - Credit Losses The amendments in this update require a financial asset (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans and held-to-maturity debt securities. First quarter of fiscal 2021. We do not expect a material impact on our consolidated financial statements upon adoption. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
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 that were measured on a recurring basis: January 31, 2020 2019 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 138,999 $ — $ — $ 138,999 $ 46,310 $ — $ — $ 46,310 U.S. treasury securities — 875,180 — 875,180 — 980,940 — 980,940 Corporate bonds — 124,972 — 124,972 — — — — Commercial paper — 4,994 — 4,994 — — — — Other — — 2,000 2,000 — — 4,744 4,744 Reported as: Assets: Cash and cash equivalents $ 147,034 $ 46,311 Investments, current 976,508 881,220 Investments, non-current 22,603 104,463 Total $ 1,146,145 $ 1,031,994 |
Schedule of Available-for-sale Securities Reconciliation | The following table presents our available-for-sale investments as of January 31, 2020 : (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: U.S. treasury securities $ 8,035 $ — $ — $ 8,035 Investments, current: U.S. treasury securities 866,578 590 (23 ) 867,145 Corporate bonds 103,848 521 — 104,369 Commercial paper 4,991 3 — 4,994 Investments, non-current: Corporate bonds 20,444 159 — 20,603 Total available-for-sale investments $ 1,003,896 $ 1,273 $ (23 ) $ 1,005,146 The following table presents our available-for-sale investments as of January 31, 2019 : (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments, current: U.S. treasury securities $ 881,206 $ 131 $ (117 ) $ 881,220 Investments, non-current: U.S. treasury securities 99,597 134 (11 ) 99,720 Total available-for-sale investments $ 980,803 $ 265 $ (128 ) $ 980,940 |
Schedule of Unrealized Loss on Investments | The following table presents the fair values and unrealized losses of our available-for-sale investments classified by length of time that the securities have been in a continuous unrealized loss position: Less than 12 Months 12 Months or Greater Total (In thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses January 31, 2020: U.S. treasury securities $ 129,149 $ (23 ) $ — $ — $ 129,149 $ (23 ) Corporate bonds 7,504 — — — 7,504 — Total $ 136,653 $ (23 ) $ — $ — $ 136,653 $ (23 ) January 31, 2019: U.S. treasury securities $ 582,761 $ (128 ) $ — $ — $ 582,761 $ (128 ) Total $ 582,761 $ (128 ) $ — $ — $ 582,761 $ (128 ) |
Investments Classified by Contractual Maturity Date | The contractual maturities of our investments are as follows: (In thousands) January 31, 2020 Due within one year $ 984,543 Due within one to two years 20,603 Total $ 1,005,146 |
Schedule Of Equity Investments | Our equity investments are included in “Investments, non-current” on our consolidated balance sheets. The following table provides a summary of our equity investments: January 31, (In thousands) 2020 2019 Equity investments without readily determinable fair values $ 10,744 $ 5,000 Equity investments under the equity method of accounting 2,023 1,125 Total $ 12,767 $ 6,125 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Leases [Abstract] | |
Lease, cost | Fiscal Year Ended (In thousands) January 31, 2020 Cash paid for operating lease liabilities $ 51,929 Operating lease liabilities arising from obtaining right-of-use assets 90,320 Our lease term and the discount rate related to our operating lease right-of-use assets and related lease liabilities are as follows: January 31, 2020 Weighted-average remaining lease term (in years) 8.00 Weighted-average discount rate 5.98 % |
Maturity of lease liabilities | As of January 31, 2020 , the maturity of lease liabilities under our non-cancelable operating leases were as follows: Fiscal Period (In thousands) Future Payments (1) Fiscal 2021 $ 37,799 Fiscal 2022 55,970 Fiscal 2023 49,044 Fiscal 2024 36,800 Fiscal 2025 29,648 Thereafter 153,302 Total lease payments 362,563 Less imputed interest (82,136 ) Total current and non-current operating lease liabilities (2) $ 280,427 _________________________ (1) Amounts based on Topic 842, Leases, which we adopted on February 1, 2019. (2) The current portion of our operating lease liabilities is included in “Accrued expenses and other liabilities” on our consolidated balance sheets. |
Schedule of future minimum rental payments required for operating leases | As of January 31, 2019, prior to our adoption of Topic 842, future minimum rental payments under our non-cancelable operating leases obligation were as follows: Fiscal Period (In thousands) Future Payments (1) Fiscal 2020 $ 30,976 Fiscal 2021 48,195 Fiscal 2022 48,126 Fiscal 2023 44,018 Fiscal 2024 40,636 Thereafter 253,856 Total future minimum lease payments (2) $ 465,807 _________________________ (1) Amounts based on Topic 840, Leases. (2) We entered into sublease agreements for portions of our office space and the future rental income of $2.3 million from these agreements were included as an offset to our future minimum rental payments. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | The following table presents the estimated useful lives of our property and equipment: 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 January 31, (In thousands) 2020 2019 Computer equipment and software $ 109,892 $ 79,887 Furniture and fixtures 28,568 18,872 Leasehold and building improvements (1) 141,965 79,064 Building (2) — 82,250 Property and equipment, gross 280,425 260,073 Less: accumulated depreciation and amortization (123,497 ) (101,797 ) Property and equipment, net $ 156,928 $ 158,276 _________________________ (1) Includes costs related to assets not yet placed into service of $46.5 million and $11.3 million , as of January 31, 2020 and 2019 , respectively. (2) This relates to the capitalization of construction costs under ASC Topic 840, Leases, in connection with our financing lease obligation, where we were considered the owner of the asset, for accounting purposes only, during the period ended January 31, 2019. The corresponding long-term liability for this obligation was included in “Other liabilities, non-current" on our consolidated balance sheets. As part of our adoption of Topic 842, we derecognized the assets and liabilities related to the financing lease obligation at February 1, 2019. Refer to Note 4 “Leases” for details. |
Schedule of Revenues from Long Lived Assets by Geographical Areas [Table Text Block] | The following table presents our long-lived assets, which consist of property and equipment, net of depreciation and amortization, and operating lease right-of-use assets by geographic region: January 31, (In thousands) 2020 (1) 2019 United States $ 362,586 $ 147,659 International 61,428 10,617 Total long-lived assets $ 424,014 $ 158,276 _________________________ (1) Includes operating lease right-of-use assets under ASC Topic 842, Leases, which we adopted on February 1, 2019. |
Acquisitions, Goodwill and Ot_2
Acquisitions, Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Business Acquisition [Line Items] | |
Schedule of Goodwill | Goodwill balances are presented below: Fiscal Year Ended January 31, (In thousands) 2020 2019 Beginning balance $ 503,388 $ 161,382 Goodwill acquired 789,452 342,006 Ending balance $ 1,292,840 $ 503,388 |
Schedule of finite-lived intangible assets | Intangible assets subject to amortization realized from acquisitions as of January 31, 2020 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (months) Developed technology $ 252,530 $ (87,112 ) $ 165,418 68 Customer relationships 81,810 (12,403 ) 69,407 53 Other acquired intangible assets 7,270 (3,680 ) 3,590 32 Total intangible assets subject to amortization $ 341,610 $ (103,195 ) $ 238,415 Intangible assets subject to amortization realized from acquisitions as of January 31, 2019 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (months) Developed technology $ 132,100 $ (57,596 ) $ 74,504 52 Customer relationships 20,910 (4,523 ) 16,387 52 Other acquired intangible assets 3,270 (2,539 ) 731 9 Total intangible assets subject to amortization $ 156,280 $ (64,658 ) $ 91,622 |
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, 2020 is as follows: Fiscal Period (In thousands) Expected Amortization Expense Fiscal 2021 $ 55,706 Fiscal 2022 45,567 Fiscal 2023 41,525 Fiscal 2024 37,015 Fiscal 2025 31,182 Thereafter 27,420 Total amortization expense $ 238,415 |
Business Acquisition, Pro Forma Information | Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: Fiscal Year Ended January 31, (In thousands, except per share amounts) 2020 2019 Revenue $ 2,376,181 $ 1,822,576 Net loss $ (434,998 ) $ (421,198 ) |
SignalFx, Inc. | |
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 $ 108,800 84 Customer relationships 60,900 60 Other acquired intangible assets 4,000 36 Total intangible assets acquired $ 173,700 |
Omnition (Cloud Native Labs, Inc.) | |
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 $ 8,000 60 Total intangible assets acquired $ 8,000 |
Streamlio, Inc. | |
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 $ 3,600 36 Total intangible assets acquired $ 3,600 |
Phantom Cyber Corporation | |
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 $ 34,400 84 Customer relationships 9,700 60 Total intangible assets acquired $ 44,100 |
VictorOps, Inc. | |
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 $ 11,700 84 Customer relationships 9,400 60 Total intangible assets acquired $ 21,100 |
Rocana, Inc. | |
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 $ 8,320 36 Other acquired intangible assets 1,790 24 Total intangible assets acquired $ 10,110 |
Drastin, Inc. | |
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 $ 3,500 48 Other acquired intangible assets 300 24 Total intangible assets acquired $ 3,800 |
SignalSense, Inc. | |
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 $ 11,310 36 Total intangible assets acquired $ 11,310 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | The net carrying amount of the liability and equity components for each of the Notes as of January 31, 2020 was as follows: (In thousands) 2023 Notes 2025 Notes Liability component: Principal amount $ 1,265,000 $ 862,500 Unamortized discount (201,093 ) (198,468 ) Unamortized issuance costs (7,848 ) (5,461 ) Net carrying amount $ 1,056,059 $ 658,571 Equity component, net of purchase discounts and issuance costs $ 264,129 $ 234,712 |
Schedule of Interest Expense | The following table sets forth the interest expense related to the Notes: (In thousands) Fiscal Year Ended January 31, 2020 Fiscal Year Ended January 31, 2019 2023 Notes: Coupon interest expense $ 6,324 $ 2,266 Amortization of debt discount (conversion option) 48,767 17,055 Amortization of debt issuance costs and purchase discounts 1,904 666 Total interest expense related to the 2023 Notes $ 56,995 $ 19,987 2025 Notes: Coupon interest expense $ 9,704 $ 3,477 Amortization of debt discount (conversion option) 28,697 10,023 Amortization of debt issuance costs and purchase discounts 789 276 Total interest expense related to the 2025 Notes $ 39,190 $ 13,776 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option and RSU award activity | The following table summarizes the stock option, restricted stock unit (“RSU”), restricted stock award (“RSA”) and performance unit (“PSU”) award activity under our 2012 Equity Incentive Plan during the fiscal year ended January 31, 2020 : Options Outstanding RSUs and PSUs Available Shares Weighted- Weighted- Aggregate (1) Shares (in thousands) Balances as of January 31, 2019 17,082,136 409,039 $ 10.69 3.36 $ 46,693 13,098,607 Additional shares authorized 7,458,364 Options granted (2) (814,160 ) 814,160 11.04 Options exercised (329,155 ) 10.82 Options forfeited and expired 70,503 (70,503 ) 12.97 RSUs and PSUs granted (7,147,792 ) 7,147,792 RSUs and PSUs vested (5,378,003 ) RSAs issued (421,533 ) Shares withheld related to net share settlement of RSUs and PSUs 1,374,238 RSUs and PSUs forfeited and canceled 1,726,746 (1,726,746 ) Balances as of January 31, 2020 19,328,502 823,541 $ 10.79 6.61 $ 118,978 13,141,650 Vested and expected to vest 791,073 $ 10.76 6.53 $ 114,311 12,213,148 Exercisable as of January 31, 2020 283,022 $ 9.78 3.01 $ 41,173 _________________________ (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, 2020 . |
Schedule of RSA activity | The following table summarizes our RSA activity during the fiscal year ended January 31, 2020 : Shares Outstanding as of January 31, 2019 824,605 RSAs issued (1) 641,382 RSAs vested (607,965 ) RSAs forfeited and canceled (229 ) Outstanding as of January 31, 2020 857,793 |
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: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Cost of revenues $ 44,399 $ 37,501 $ 33,605 Research and development 185,262 137,171 106,690 Sales and marketing 216,276 190,422 159,240 General and administrative 99,487 76,836 58,928 Total stock-based compensation expense $ 545,424 $ 441,930 $ 358,463 |
Schedule of assumptions used to determine fair value of PSUs | The following table summarizes the assumptions used in the Black-Scholes method to determine the fair value of options granted during the fiscal years ended January 31, 2020 and 2019 : Fiscal Year Ended January 31, 2020 2019 Expected volatility 38.5 - 42.8% 33.8 - 44.6% Risk-free rate 1.5 - 1.8% 0.5 - 2.9% Dividend yield — — Expected term (in years) 3.0 - 6.4 6.1 January 31, 2020 and 2019 : Fiscal Year Ended January 31, 2020 2019 Expected volatility (1) 37.9 - 40.2% 39.5 % Risk-free rate 2.3 % 2.5 % Dividend yield — — Expected term (in years) 4.0 4.0 _________________________ (1) Equal weighting of Splunk historical and implied volatility. |
Schedule of assumptions used to estimate the fair value of the ESPP | The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine the fair value of our common shares under the ESPP: Fiscal Year Ended January 31, 2020 2019 2018 Expected volatility 37.4 - 46.6% 33.1 - 53.8% 28.4 - 34.5% Risk-free rate 1.6 - 2.0% 2.1 - 2.7% 1.1 - 1.7% Dividend yield — — — Expected term (in years) 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 |
Revenues, Deferred Revenue an_2
Revenues, Deferred Revenue and Remaining Performance Obligations Revenue from contract with customer (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents disaggregated revenues by major product or service type: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Revenues License $ 1,373,367 $ 1,030,277 $ 741,302 Maintenance, professional services and training 673,201 601,533 475,330 Cloud services 312,358 171,200 92,500 Total revenues $ 2,358,926 $ 1,803,010 $ 1,309,132 |
Revenue from External Customers by Geographic Areas | Revenues by geography are based on the shipping address of the customer. The following table presents our revenues by geographic region: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 United States $ 1,676,395 $ 1,274,361 $ 931,281 International 682,531 528,649 377,851 Total revenues $ 2,358,926 $ 1,803,010 $ 1,309,132 |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | The following table presents revenues by channel partners representing 10% or more of total revenues: Fiscal Year Ended January 31, 2020 2019 2018 Channel Partner A 29 % 32 % 31 % Channel Partner B 19 % 18 % 17 % |
Schedule of Accounts Receivable By Chanel Channel Partners [Table Text Block] | The following table presents total current and non-current accounts receivable by channel partners representing 10% or more of total current and non-current accounts receivable: Fiscal Year Ended January 31, 2020 2019 Channel Partner A 27 % 29 % Channel Partner B 13 % 10 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income (loss) before income tax expense | Income (loss) before income tax expense consists of the following: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 United States $ (363,053 ) $ (289,896 ) $ (207,607 ) International 31,402 26,705 18,746 Total $ (331,651 ) $ (263,191 ) $ (188,861 ) |
Schedule of components of income tax expense | Income tax provision (benefit) consists of the following: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Current tax provision: Federal $ 316 $ 7,532 $ — State 627 422 301 Foreign 10,194 8,496 5,878 Total current tax provision 11,137 16,450 6,179 Deferred tax provision: Federal (2,124 ) (3,313 ) (2,825 ) State (2,213 ) — (362 ) Foreign (1,783 ) (751 ) (1,635 ) Total deferred tax provision (6,120 ) (4,064 ) (4,822 ) Total tax provision (benefit) $ 5,017 $ 12,386 $ 1,357 |
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: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Expected provision (benefit) at U.S. federal statutory rate $ (69,692 ) $ (55,270 ) $ (39,661 ) State income taxes - net of federal benefit (10,647 ) (8,904 ) (6,454 ) Stock-based compensation (23,306 ) (26,554 ) (18,893 ) Research and development tax credits (44,274 ) (32,819 ) (18,463 ) Change in valuation allowance 146,765 122,614 (104,672 ) Non-deductible expenses 5,814 4,767 2,145 Release of valuation allowance due to acquisitions (4,337 ) (3,313 ) (3,187 ) Impact of the Act — — 190,920 Base erosion anti-abuse tax 316 7,532 — Non-U.S. tax rate differential 4,378 4,333 (378 ) Total tax provision (benefit) $ 5,017 $ 12,386 $ 1,357 |
Schedule of components of deferred tax assets and liabilities | Deferred tax assets and liabilities consist of the following: Fiscal Year Ended January 31, (In thousands) 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 594,967 $ 472,153 Accrued liabilities 12,934 13,622 Tax credit carryforwards 158,250 108,769 Stock-based compensation 33,245 34,319 Deferred revenue 37,932 21,549 Operating lease right-of-use assets 67,233 — Valuation allowance (643,395 ) (481,279 ) Total deferred tax assets 261,166 169,133 Deferred tax liabilities: Depreciation and amortization (51,033 ) (15,965 ) Deferred revenue — — Operating lease liabilities (64,017 ) — Deferred commissions (45,882 ) (35,125 ) Convertible senior notes (96,465 ) (116,023 ) Total deferred tax liabilities (257,397 ) (167,113 ) Net deferred taxes 3,769 2,020 Recorded as: Non-current deferred tax assets 647,164 483,299 Non-current valuation allowance (643,395 ) (481,279 ) Net deferred tax assets $ 3,769 $ 2,020 |
Schedule of net operating loss and tax credit carry forwards | Net operating loss and tax credit carryforwards as of January 31, 2020 are as follows: (Dollars in thousands) Amount Expiration years Net operating loss, federal (generated in taxable years ended after December 31, 2017) $ 898,398 No expiration Net operating loss, federal (generated in taxable years ended before December 31, 2017) 1,474,047 2025 - 2037 Net operating loss, state 1,576,278 2028 - 2040 Tax credit, federal (before reserve) 118,825 2026 - 2040 Tax credit, state (before reserve, before federal benefits) 95,214 No expiration |
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. Unrecognized tax benefit balances are presented below: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Balance at beginning of year $ 32,905 $ 31,802 $ 16,755 Increase related to prior year tax positions — — 6,355 Decrease related to prior year tax positions — (6,035 ) — Increase related to current year tax positions 6,869 7,138 8,692 Balance at end of year $ 39,774 $ 32,905 $ 31,802 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
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: Fiscal Year Ended January 31, (In thousands, except per share amounts) 2020 2019 2018 Numerator: Net loss $ (336,668 ) $ (275,577 ) $ (190,218 ) Denominator: Weighted-average common shares outstanding 152,653 145,737 139,921 Less: Weighted-average unvested common shares subject to repurchase or forfeiture (704 ) (30 ) (55 ) Weighted-average shares used to compute net loss per share, basic and diluted 151,949 145,707 139,866 Net loss per share, basic and diluted $ (2.22 ) $ (1.89 ) $ (1.36 ) |
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: Fiscal Year Ended January 31, (In thousands) 2020 2019 2018 Shares subject to outstanding common stock options 824 409 623 Shares subject to outstanding RSUs, PSUs and RSAs 13,999 13,923 13,080 Employee stock purchase plan 548 554 543 Total 15,371 14,886 14,246 |
Description of the Business a_4
Description of the Business and Significant Accounting Policies (Details) $ in Millions | 12 Months Ended |
Jan. 31, 2020USD ($)segment | |
Segments | |
Number of operating segments | segment | 1 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Capitalized software development costs for software developed for internal use | $ | $ 3.5 |
Minimum | |
Revenue Recognition | |
Accounts receivable payment terms | 30 days |
Maximum | |
Revenue Recognition | |
Accounts receivable payment terms | 60 days |
PSUs | Minimum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Of Stock Issued To Targeted Amount, Percentage | 0.00% |
PSUs | Maximum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Of Stock Issued To Targeted Amount, Percentage | 200.00% |
PSUs with market conditions [Member] | Minimum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Of Stock Issued To Targeted Amount, Percentage | 0.00% |
PSUs with market conditions [Member] | Maximum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Of Stock Issued To Targeted Amount, Percentage | 300.00% |
Description of the Business a_5
Description of the Business and Significant Accounting Policies (Details 2) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020USD ($)financial_institution | Jan. 31, 2019USD ($) | Jan. 31, 2018USD ($) | |
Changes in the allowance for doubtful accounts | |||
Balance at beginning of period | $ 445 | $ 467 | $ 475 |
Add: bad debt expense | 1,062 | 0 | 0 |
Less: write-offs, net of recoveries | (504) | (22) | (8) |
Balance at end of period | $ 1,003 | $ 445 | $ 467 |
Cash | Credit concentration | |||
Concentration of Risk | |||
Number of financial institutions | financial_institution | 2 | ||
Channel Partner A | Accounts receivable | Customer concentration | |||
Concentration of Risk | |||
Concentration Risk, Percentage | 27.00% | 29.00% | |
Channel Partner B | Accounts receivable | Customer concentration | |||
Concentration of Risk | |||
Concentration Risk, Percentage | 13.00% | 10.00% |
Description of the Business a_6
Description of the Business and Significant Accounting Policies (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2020 | Feb. 01, 2019 | Jan. 31, 2019 | ||
Property, Plant and Equipment [Line Items] | ||||
Operating lease right-of-use assets | $ 267,086 | $ 0 | ||
Operating Lease, Liability | [1],[2] | $ 280,427 | ||
Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful Life | 3 years | |||
Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful Life | 5 years | |||
Computer equipment and software | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful Life | 3 years | |||
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful Life | 5 years | |||
Accounting Standards Update 2016-02 | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease right-of-use assets | $ 199,800 | |||
Operating Lease, Liability | 211,900 | |||
Impact Of Accounting Standards Adoption On Accumulated Deficit | $ 7,200 | |||
[1] | The current portion of our operating lease liabilities is included in “Accrued expenses and other liabilities” on our consolidated balance sheets. | |||
[2] | Amounts based on Topic 842, Leases, which we adopted on February 1, 2019. |
Description of the Business a_7
Description of the Business and Significant Accounting Policies (Details 4) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Commissions | |||
Commission expense | $ 208.9 | $ 174 | $ 116.3 |
Leases | |||
Lease rent expenses | 26.2 | 16.8 | |
Advertising Expense | |||
Advertising expenses | $ 30.1 | $ 17.3 | $ 10.1 |
Description of the Business a_8
Description of the Business and Significant Accounting Policies (Details 5) - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 31, 2019 |
Assets | ||
Accounts receivable, net | $ 838,743 | $ 469,658 |
Deferred commissions, current portion | 99,072 | 78,223 |
Deferred commissions, non-current | 88,990 | 64,766 |
Liabilities and Stockholders' Equity | ||
Accrued expenses and other liabilities | 177,822 | 125,641 |
Deferred revenue, current | 829,377 | 673,018 |
Deferred revenue, non-current | 176,832 | 204,929 |
Accumulated deficit | $ (1,561,471) | $ (1,232,044) |
Investments and Fair Value Me_3
Investments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 31, 2019 |
Fair Value Measurements | ||
U.S. treasury securities | $ 1,005,146 | |
Assets: | ||
Investments, current | 976,508 | $ 881,220 |
Recurring basis | Level 1 | ||
Fair Value Measurements | ||
Money market funds | 138,999 | 46,310 |
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 | 875,180 | 980,940 |
Other Assets | 0 | 0 |
Recurring basis | Level 3 | ||
Fair Value Measurements | ||
Money market funds | 0 | 0 |
U.S. treasury securities | 0 | 0 |
Other Assets | 2,000 | 4,744 |
Total | Recurring basis | ||
Fair Value Measurements | ||
Money market funds | 138,999 | 46,310 |
U.S. treasury securities | 875,180 | 980,940 |
Other Assets | 2,000 | 4,744 |
Assets: | ||
Cash and cash equivalents | 147,034 | 46,311 |
Investments, current | 976,508 | 881,220 |
Investments, non-current | 22,603 | 104,463 |
Total | 1,146,145 | 1,031,994 |
Commercial paper | Total | ||
Fair Value Measurements | ||
U.S. treasury securities | 0 | |
Commercial paper | Total | Recurring basis | ||
Fair Value Measurements | ||
U.S. treasury securities | 4,994 | |
Commercial paper | Total | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
U.S. treasury securities | 0 | 0 |
Commercial paper | Total | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
U.S. treasury securities | 4,994 | |
Commercial paper | Total | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
U.S. treasury securities | 0 | |
Corporate bonds | Total | ||
Fair Value Measurements | ||
U.S. treasury securities | 0 | |
Corporate bonds | Total | Recurring basis | ||
Fair Value Measurements | ||
U.S. treasury securities | 124,972 | |
Corporate bonds | Total | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
U.S. treasury securities | 0 | $ 0 |
Corporate bonds | Total | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
U.S. treasury securities | 124,972 | |
Corporate bonds | Total | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
U.S. treasury securities | $ 0 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Amortized Cost To Fair Value Reconciliation (Details) - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 1,005,146 | |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,003,896 | $ 980,803 |
Unrealized Gains | 1,273 | 265 |
Unrealized Losses | (23) | (128) |
Fair Value | 1,005,146 | 980,940 |
U.S. treasury securities | Investments, current | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 881,206 | |
Unrealized Gains | 131 | |
Unrealized Losses | (117) | |
Fair Value | 881,220 | |
U.S. treasury securities | Investments, current | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 866,578 | |
Unrealized Gains | 590 | |
Unrealized Losses | (23) | |
Fair Value | 867,145 | |
U.S. treasury securities | Investments, non-current | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 99,597 | |
Unrealized Gains | 134 | |
Unrealized Losses | (11) | |
Fair Value | $ 99,720 | |
Corporate bonds | Investments, current | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 103,848 | |
Unrealized Gains | 521 | |
Unrealized Losses | 0 | |
Fair Value | 104,369 | |
Corporate bonds | Investments, non-current | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 20,444 | |
Unrealized Gains | 159 | |
Unrealized Losses | 0 | |
Fair Value | 20,603 | |
Commercial paper | Investments, current | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,991 | |
Unrealized Gains | 3 | |
Unrealized Losses | 0 | |
Fair Value | 4,994 | |
U.S. treasury securities | Cash and cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 8,035 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 8,035 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Securities in Unrealized Loss Position (Details) - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 31, 2019 |
Fair Value | ||
Less than 12 Months | $ 136,653 | $ 582,761 |
12 Months or Greater | 0 | 0 |
Total | 136,653 | 582,761 |
Unrealized Losses | ||
Less than 12 Months | (23) | (128) |
12 Months or Greater | 0 | 0 |
Total | (23) | (128) |
U.S. treasury securities | ||
Fair Value | ||
Less than 12 Months | 129,149 | 582,761 |
12 Months or Greater | 0 | 0 |
Total | 129,149 | 582,761 |
Unrealized Losses | ||
Less than 12 Months | (23) | (128) |
12 Months or Greater | 0 | 0 |
Total | (23) | $ (128) |
Corporate bonds | ||
Fair Value | ||
Less than 12 Months | 7,504 | |
12 Months or Greater | 0 | |
Total | 7,504 | |
Unrealized Losses | ||
Less than 12 Months | 0 | |
12 Months or Greater | 0 | |
Total | $ 0 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Contractual maturities (Details) $ in Thousands | Jan. 31, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Due within one year | $ 984,543 |
Due within one to two years | 20,603 |
Fair Value | $ 1,005,146 |
Investments and Fair Value Me_7
Investments and Fair Value Measurements - Equity Investments (Details) - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Equity Securities without Readily Determinable Fair Value, Amount | $ 10,744 | $ 5,000 |
Equity Method Investments | 2,023 | 1,125 |
Equity Method Investments And Equity Securities Without Readily Determinable Fair Value, Amount | $ 12,767 | $ 6,125 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | Feb. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Future lease payments, leases not yet commenced | $ 213,100 | |||
Accumulated deficit | (1,561,471) | $ (1,232,044) | ||
Operating Lease, Cost | 49,600 | |||
Rent expense | 26,200 | $ 16,800 | ||
Non-cash facility exit adjustment | $ 0 | 0 | $ (5,191) | |
Operating Lease, Weighted Average Remaining Lease Term | 8 years | |||
Operating Lease, Weighted Average Discount Rate, Percent | 5.98% | |||
Property and equipment, net | ||||
Lessee, Lease, Description [Line Items] | ||||
Build-To-Suit Lease Asset | 76,200 | |||
Other liabilities, non-current | ||||
Lessee, Lease, Description [Line Items] | ||||
Capital Lease Obligations | $ 83,400 | |||
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Accumulated deficit | $ 7,200 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Term of office lease | 11 years | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Term of office lease | 12 years |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liability, After Adoption of ASC 842 (Details) $ in Thousands | Jan. 31, 2020USD ($) | [1] |
Leases [Abstract] | ||
Fiscal 2021 | $ 37,799 | |
Fiscal 2022 | 55,970 | |
Fiscal 2023 | 49,044 | |
Fiscal 2024 | 36,800 | |
Fiscal 2025 | 29,648 | |
Thereafter | 153,302 | |
Total lease payments | 362,563 | |
Less imputed interest | (82,136) | |
Operating Lease, Liability | $ 280,427 | [2] |
[1] | Amounts based on Topic 842, Leases, which we adopted on February 1, 2019. | |
[2] | The current portion of our operating lease liabilities is included in “Accrued expenses and other liabilities” on our consolidated balance sheets. |
Leases - Maturity of Lease Li_2
Leases - Maturity of Lease Liability, Prior to Adoption of ASC 842 (Details) $ in Thousands | 12 Months Ended | |
Jan. 31, 2019USD ($) | ||
Leases [Abstract] | ||
Fiscal 2020 | $ 30,976 | [1] |
Fiscal 2021 | 48,195 | [1] |
Fiscal 2022 | 48,126 | [1] |
Fiscal 2023 | 44,018 | [1] |
Fiscal 2024 | 40,636 | [1] |
Thereafter | 253,856 | [1] |
Total future minimum lease payments (2) | 465,807 | [1],[2] |
Operating Leases, Rent Expense, Sublease Rentals | $ 2,300 | |
[1] | Amounts based on Topic 840, Leases. | |
[2] | We entered into sublease agreements for portions of our office space and the future rental income of $2.3 million from these agreements were included as an offset to our future minimum rental payments. |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Disclosure (Details) $ in Thousands | 12 Months Ended |
Jan. 31, 2020USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 51,929 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 90,320 |
Property and Equipment (Details
Property and Equipment (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 280,425 | $ 260,073 | |
Less: accumulated depreciation and amortization | (123,497) | (101,797) | |
Property and equipment, net | 156,928 | 158,276 | |
Depreciation and amortization expense | 29,000 | 27,000 | $ 26,100 |
Assets not yet placed into service | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 46,500 | 11,300 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 109,892 | 79,887 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 28,568 | 18,872 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 141,965 | 79,064 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 0 | $ 82,250 |
Property and Equipment Property
Property and Equipment Property and Equipment (Details 2) - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 424,014 | $ 158,276 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 362,586 | 147,659 |
International | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 61,428 | $ 10,617 |
Acquisitions, Goodwill and Ot_3
Acquisitions, Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | Nov. 01, 2019 | Oct. 01, 2019 | Sep. 13, 2019 | Jun. 22, 2018 | Apr. 06, 2018 | Oct. 06, 2017 | Sep. 29, 2017 | May 15, 2017 | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||
Purchase price paid in fair value of replacement equity awards | $ 19,703 | $ 15,776 | |||||||||
Common stock, shares issued | 157,787,548 | 149,167,298 | |||||||||
Goodwill | $ 1,292,840 | $ 503,388 | $ 161,382 | ||||||||
Amortization of Intangible Assets | 38,500 | 25,200 | $ 13,500 | ||||||||
SignalFx, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||
Purchase price | $ 961,400 | ||||||||||
Purchase price paid in cash | 619,100 | ||||||||||
Purchase price paid in fair value of replacement equity awards | $ 324,500 | ||||||||||
Common stock, shares issued | 2,771,482 | ||||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 17,800 | ||||||||||
Net assets acquired | 62,100 | ||||||||||
Net deferred tax liabilities assumed | 3,300 | ||||||||||
Goodwill | 728,900 | ||||||||||
Acquisition related costs | $ 7,000 | ||||||||||
Replacement equity awards | 104,700 | ||||||||||
Identifiable intangible assets acquired | $ 173,700 | ||||||||||
Omnition (Cloud Native Labs, Inc.) | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||
Purchase price | $ 52,500 | ||||||||||
Purchase price paid in cash | 31,600 | ||||||||||
Purchase price paid in fair value of replacement equity awards | $ 20,200 | ||||||||||
Common stock, shares issued | 176,989 | ||||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 700 | ||||||||||
Goodwill | 44,500 | ||||||||||
Replacement equity awards | 36,600 | ||||||||||
Identifiable intangible assets acquired | $ 8,000 | ||||||||||
Streamlio, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||
Purchase price | $ 19,800 | ||||||||||
Purchase price paid in cash | 18,700 | ||||||||||
Purchase price paid in fair value of replacement equity awards | 1,100 | ||||||||||
Net assets acquired | 100 | ||||||||||
Goodwill | 16,100 | ||||||||||
Replacement equity awards | 4,200 | ||||||||||
Identifiable intangible assets acquired | $ 3,600 | ||||||||||
Phantom Cyber Corporation | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||
Purchase price | $ 303,800 | ||||||||||
Purchase price paid in cash | 291,500 | ||||||||||
Purchase price paid in fair value of replacement equity awards | 12,300 | ||||||||||
Net assets acquired | 10,500 | ||||||||||
Net deferred tax liabilities assumed | 3,300 | ||||||||||
Goodwill | 252,500 | ||||||||||
Acquisition related costs | 3,300 | ||||||||||
Replacement equity awards | 62,200 | ||||||||||
Identifiable intangible assets acquired | $ 44,100 | ||||||||||
VictorOps, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||
Purchase price | $ 112,300 | ||||||||||
Purchase price paid in cash | 108,800 | ||||||||||
Purchase price paid in fair value of replacement equity awards | 3,500 | ||||||||||
Net assets acquired | 1,700 | ||||||||||
Goodwill | 89,500 | ||||||||||
Acquisition related costs | $ 2,700 | ||||||||||
Replacement equity awards | 7,600 | ||||||||||
Identifiable intangible assets acquired | $ 21,100 | ||||||||||
Rocana, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price paid in cash | $ 30,200 | ||||||||||
Goodwill | 20,100 | ||||||||||
Identifiable intangible assets acquired | $ 10,110 | ||||||||||
Drastin, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||
Purchase price paid in cash | $ 17,300 | ||||||||||
Net deferred tax liabilities assumed | 500 | ||||||||||
Goodwill | 14,000 | ||||||||||
Identifiable intangible assets acquired | $ 3,800 | ||||||||||
SignalSense, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||
Purchase price paid in cash | $ 12,200 | ||||||||||
Net assets acquired | 200 | ||||||||||
Net deferred tax liabilities assumed | 2,000 | ||||||||||
Goodwill | 2,700 | ||||||||||
Identifiable intangible assets acquired | $ 11,310 |
Acquisitions, Goodwill and Ot_4
Acquisitions, Goodwill and Other Intangible Assets (Details 1) - USD ($) $ in Thousands | Nov. 01, 2019 | Oct. 01, 2019 | Jun. 22, 2018 | Apr. 06, 2018 | Oct. 06, 2017 | Sep. 29, 2017 | Jan. 31, 2020 | Jan. 31, 2019 |
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 | 68 months | 52 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 | 53 months | 52 months | ||||||
Other acquired intangible assets | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 32 months | 9 months | ||||||
SignalFx, Inc. | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 173,700 | |||||||
SignalFx, Inc. | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 108,800 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 84 months | |||||||
SignalFx, Inc. | Customer relationships | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 60,900 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 60 months | |||||||
SignalFx, Inc. | Other acquired intangible assets | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 4,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 36 months | |||||||
Streamlio, Inc. | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 3,600 | |||||||
Streamlio, Inc. | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 3,600 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 36 months | |||||||
Phantom Cyber Corporation | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 44,100 | |||||||
Phantom Cyber Corporation | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 34,400 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 84 months | |||||||
Phantom Cyber Corporation | Customer relationships | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 9,700 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 60 months | |||||||
VictorOps, Inc. | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 21,100 | |||||||
VictorOps, Inc. | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 11,700 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 84 months | |||||||
VictorOps, Inc. | Customer relationships | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 9,400 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 60 months | |||||||
Rocana, Inc. | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 10,110 | |||||||
Rocana, Inc. | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 8,320 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 36 months | |||||||
Rocana, Inc. | Other acquired intangible assets | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 1,790 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 24 months | |||||||
SignalSense, Inc. | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 11,310 | |||||||
SignalSense, Inc. | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Identifiable intangible assets acquired | $ 11,310 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 36 months |
Acquisitions, Goodwill and Ot_5
Acquisitions, Goodwill and Other Intangible Assets (Details 2) - SignalFx, Omnition, VictorOps and Phantom - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 2,376,181 | $ 1,822,576 |
Business Acquisition, Pro Forma Net Income (Loss) | $ (434,998) | $ (421,198) |
Acquisitions, Goodwill and Ot_6
Acquisitions, Goodwill and Other Intangible Assets (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Business Combinations [Abstract] | ||
Goodwill | $ 503,388 | $ 161,382 |
Goodwill, Acquired During Period | 789,452 | 342,006 |
Goodwill | $ 1,292,840 | $ 503,388 |
Acquisitions, Goodwill and Ot_7
Acquisitions, Goodwill and Other Intangible Assets Acquisitions, Goodwill and Other Intangible Assets (Details 4) - USD ($) $ in Thousands | Sep. 13, 2019 | May 15, 2017 | Jan. 31, 2020 | Jan. 31, 2019 |
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 341,610 | $ 156,280 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (103,195) | (64,658) | ||
Finite-Lived Intangible Assets, Net | 238,415 | 91,622 | ||
Developed technology | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 252,530 | 132,100 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (87,112) | (57,596) | ||
Finite-Lived Intangible Assets, Net | $ 165,418 | $ 74,504 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 68 months | 52 months | ||
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 81,810 | $ 20,910 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (12,403) | (4,523) | ||
Finite-Lived Intangible Assets, Net | $ 69,407 | $ 16,387 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 53 months | 52 months | ||
Other acquired intangible assets | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 7,270 | $ 3,270 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (3,680) | (2,539) | ||
Finite-Lived Intangible Assets, Net | $ 3,590 | $ 731 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 32 months | 9 months | ||
Drastin, Inc. | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | $ 3,800 | |||
Drastin, Inc. | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | $ 3,500 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 48 months | |||
Drastin, Inc. | Other acquired intangible assets | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | $ 300 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 24 months | |||
Omnition (Cloud Native Labs, Inc.) | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | $ 8,000 | |||
Omnition (Cloud Native Labs, Inc.) | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets acquired | $ 8,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 60 months |
Acquisitions, Goodwill and Ot_8
Acquisitions, Goodwill and Other Intangible Assets Acquisitions, Goodwill and Other Intangible Assets (Details 5) - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Fiscal 2021 | $ 55,706 | |
Fiscal 2022 | 45,567 | |
Fiscal 2023 | 41,525 | |
Fiscal 2024 | 37,015 | |
Fiscal 2025 | 31,182 | |
Thereafter | 27,420 | |
Finite-Lived Intangible Assets, Net | $ 238,415 | $ 91,622 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 21, 2018USD ($)$ / shares | Jan. 31, 2020USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2018USD ($) | Sep. 18, 2018$ / shares |
Debt Instrument [Line Items] | |||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 0 | $ 2,105,296 | $ 0 | ||
Proceeds from Maturities, Prepayments and Calls of Other Investments | $ 274,300 | ||||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Conversion price (in usd per share) | $ / shares | $ 148.30 | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Conversion price (in usd per share) | $ / shares | $ 232.62 | ||||
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion Ratio | 6.7433 | ||||
Conversion price (in usd per share) | $ / shares | $ 148.30 | ||||
Initial conversion price premium, percent | 27.50% | ||||
Share Price | $ / shares | $ 116.31 | ||||
Percentage of stock price trigger | 130.00% | ||||
Debt Instrument, Convertible, Consecutive Trading Days | 30 years | ||||
Convertible senior notes repurchase price percentage | 100.00% | ||||
Convertible Debt [Member] | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Consecutive Trading Days | 20 years | ||||
Convertible Debt [Member] | Convertible Senior Notes, 0.50 Percent, Due 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,270,000 | $ 1,265,000 | |||
Stated Interest Rate | 0.50% | ||||
Option to purchase additional amount | $ 165,000 | ||||
Equity component, net of purchase discounts and issuance costs | 264,129 | ||||
Unamortized issuance costs | $ 7,848 | ||||
Effective interest rate | 5.65% | ||||
Convertible senior notes, fair value | $ 1,540,000 | ||||
Convertible Debt [Member] | Convertible Senior Notes, 1.125 Percent, Due 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 862,500 | $ 862,500 | |||
Stated Interest Rate | 1.125% | ||||
Option to purchase additional amount | $ 112,500 | ||||
Percentage of stock price trigger | 98.00% | ||||
Measurement period, business days | 5 | ||||
Debt Instrument, Convertible, Consecutive Trading Days | 10 years | ||||
Equity component, net of purchase discounts and issuance costs | $ 234,712 | ||||
Unamortized issuance costs | $ 5,461 | ||||
Effective interest rate | 6.22% | ||||
Convertible senior notes, fair value | $ 1,090,000 | ||||
Additional Paid-in Capital | Convertible Debt [Member] | Convertible Senior Notes, 0.50 Percent, Due 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Equity component, net of purchase discounts and issuance costs | 266,900 | ||||
Unamortized issuance costs | 2,800 | ||||
Additional Paid-in Capital | Convertible Debt [Member] | Convertible Senior Notes, 1.125 Percent, Due 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Equity component, net of purchase discounts and issuance costs | 237,200 | ||||
Unamortized issuance costs | $ 2,500 | ||||
Liability [Member] | Convertible Debt [Member] | Convertible Senior Notes, 0.50 Percent, Due 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Unamortized issuance costs | 10,400 | ||||
Liability [Member] | Convertible Debt [Member] | Convertible Senior Notes, 1.125 Percent, Due 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Unamortized issuance costs | $ 6,500 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | Sep. 21, 2018 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs and purchase discounts | $ 80,156 | $ 28,019 | $ 0 | |
Convertible Debt [Member] | Convertible Senior Notes, 0.50 Percent, Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 1,265,000 | $ 1,270,000 | ||
Unamortized discount | (201,093) | |||
Unamortized issuance costs | (7,848) | |||
Net carrying amount | 1,056,059 | |||
Equity component, net of purchase discounts and issuance costs | 264,129 | |||
Coupon interest expense | 6,324 | 2,266 | ||
Amortization of debt discount (conversion option) | 48,767 | 17,055 | ||
Amortization of debt issuance costs and purchase discounts | 1,904 | 666 | ||
Total interest expense | 56,995 | 19,987 | ||
Convertible Debt [Member] | Convertible Senior Notes, 1.125 Percent, Due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 862,500 | $ 862,500 | ||
Unamortized discount | (198,468) | |||
Unamortized issuance costs | (5,461) | |||
Net carrying amount | 658,571 | |||
Equity component, net of purchase discounts and issuance costs | 234,712 | |||
Coupon interest expense | 9,704 | 3,477 | ||
Amortization of debt discount (conversion option) | 28,697 | 10,023 | ||
Amortization of debt issuance costs and purchase discounts | 789 | 276 | ||
Total interest expense | $ 39,190 | $ 13,776 |
Stock Compensation Plans (Detai
Stock Compensation Plans (Details 1) | 12 Months Ended |
Jan. 31, 2020shares | |
Available for Grant | |
Balances at the beginning of the period (in shares) | 17,082,136 |
Additional shares authorized | 7,458,364 |
Options granted (in shares) | (814,160) |
Options forfeited and expired (in shares) | 70,503 |
RSUs and PSUs granted (in shares) | (7,147,792) |
RSAs Issued (in shares) | (421,533) |
Shares withheld related to net share settlement of restricted stock (in shares) | 1,374,238 |
RSUs and PSUs forfeited and canceled (in shares) | 1,726,746 |
Balances at the end of the period (in shares) | 19,328,502 |
Stock Compensation Plans (Det_2
Stock Compensation Plans (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Shares | |||
Outstanding at the beginning of the period (in shares) | 409,039 | ||
Options granted (in shares) | 814,160 | ||
Options exercised (in shares) | (329,155) | ||
Options forfeited and expired (in shares) | (70,503) | ||
Outstanding at the end of the period (in shares) | 823,541 | 409,039 | |
Vested and expected to vest at the end of the period (in shares) | 791,073 | ||
Vested and exercisable at the end of the period (in shares) | 283,022 | ||
Weighted-Average Exercise Price Per Share | |||
Balances at the beginning of the period (in dollars per share) | $ 10.69 | ||
Options granted (in dollars per share) | 11.04 | ||
Options exercised (in dollars per share) | 10.82 | ||
Options forfeited (in dollars per share) | 12.97 | ||
Balances at the end of the period (in dollars per share) | 10.79 | $ 10.69 | |
Vested and expected to vest at the end of the period (in dollars per share) | 10.76 | ||
Vested and exercisable at the end of the period (in dollars per share) | $ 9.78 | ||
Weighted-Average Remaining Contractual Term | |||
Balances at the end of the period | 6 years 7 months 9 days | 3 years 4 months 9 days | |
Vested and expected to vest at the end of the period | 6 years 6 months 10 days | ||
Vested and exercisable at the end of the period | 3 years 3 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period (in dollars) | $ 118,978 | $ 46,693 | |
Vested and expected to vest at the end of the period (in dollars) | 114,311 | ||
Vested and exercisable at the end of the period (in dollars) | $ 41,173 | ||
Number of Shares | |||
Restricted stock granted (in shares) | 7,147,792 | ||
Restricted stock forfeited and canceled (in shares) | (1,726,746) | ||
Employee Stock Purchase Plan | |||
Number of shares available for issuance | 19,328,502 | 17,082,136 | |
RSAs | |||
Number of Shares | |||
Balances at the beginning of the period (in shares) | 824,605 | ||
Restricted stock granted (in shares) | 641,382 | ||
Restricted stock vested (in shares) | (607,965) | ||
Restricted stock forfeited and canceled (in shares) | (229) | ||
Balances at the end of the period (in shares) | 857,793 | 824,605 | |
Additional disclosures | |||
Weighted-average grant date fair value of restricted stock granted (in dollars per share) | $ 115.53 | $ 79.07 | $ 0 |
Unrecognized compensation cost | |||
Total unrecognized compensation cost related to restricted stock | $ 65,100 | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 3 months 18 days | ||
Options | |||
Additional disclosures | |||
Aggregate intrinsic value of options exercised (in dollars) | $ 43,700 | $ 27,000 | $ 93,500 |
Weighted-average grant date fair value of options granted (in dollars per share) | $ 106.85 | $ 83.96 | $ 67.81 |
Unrecognized compensation cost | |||
Total unrecognized compensation cost related to stock options | $ 51,400 | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 4 months 24 days | ||
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 | ||
Options and RSUs | |||
Stock Compensation Plans | |||
Vesting period | 4 years | ||
RSUs | |||
Number of Shares | |||
Balances at the beginning of the period (in shares) | 13,098,607 | ||
Restricted stock granted (in shares) | 7,147,792 | ||
Restricted stock vested (in shares) | (5,378,003) | ||
Restricted stock forfeited and canceled (in shares) | (1,726,746) | ||
Balances at the end of the period (in shares) | 13,141,650 | 13,098,607 | |
Restricted stock vested and expected to vest at the end of the period (in shares) | 12,213,148 | ||
Additional disclosures | |||
Aggregate intrinsic value of restricted stock vested (in dollars) | $ 629,900 | $ 537,700 | $ 377,100 |
Weighted-average grant date fair value of restricted stock granted (in dollars per share) | $ 135.39 | $ 108.57 | $ 76.40 |
Unrecognized compensation cost | |||
Total unrecognized compensation cost related to restricted stock | $ 1,200,000 | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 10 months 24 days | ||
PSUs | |||
Number of Shares | |||
Restricted stock granted (in shares) | 356,682 | ||
Additional disclosures | |||
Weighted-average grant date fair value of restricted stock granted (in dollars per share) | $ 166.57 | $ 86.55 | $ 60.25 |
Unrecognized compensation cost | |||
Total unrecognized compensation cost related to restricted stock | $ 58,800 | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 3 months 18 days | ||
PSUs | Minimum | |||
Additional disclosures | |||
Award vesting rights, percentage | 0.00% | ||
PSUs | Maximum | |||
Additional disclosures | |||
Award vesting rights, percentage | 200.00% | ||
Additional award vesting rights, percentage | 50.00% | ||
ESPP | |||
Stock Compensation Plans | |||
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 | ||
Number of shares available for issuance | 4,000,000 | ||
2003 Plan | |||
Stock Compensation Plans | |||
Future grants | 0 | ||
2012 Plan | |||
Stock Compensation Plans | |||
Automatic increase to shares available for grant, minimum criteria option 1 | 10,000,000 | ||
Percentage of outstanding shares available for issuance | 5.00% |
Stock Compensation Plans (Det_3
Stock Compensation Plans (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | $ 545,424 | $ 441,930 | $ 358,463 |
Cost of revenues | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | 44,399 | 37,501 | 33,605 |
Research and development | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | 185,262 | 137,171 | 106,690 |
Sales and marketing | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | 216,276 | 190,422 | 159,240 |
General and administrative | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | $ 99,487 | $ 76,836 | $ 58,928 |
Stock Compensation Plans (Det_4
Stock Compensation Plans (Details 4) | 12 Months Ended | |||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Assumptions used to determine the fair value | ||||
Expected term | 6 years 1 month 6 days | |||
Minimum | ||||
Assumptions used to determine the fair value | ||||
Expected term | 3 years | |||
Maximum | ||||
Assumptions used to determine the fair value | ||||
Expected term | 6 years 4 months 24 days | |||
PSUs | ||||
Assumptions used to determine the fair value | ||||
Expected volatility (as a percent) | 39.50% | |||
Risk-free rate | 2.30% | 2.50% | ||
Dividend yield (as a percent) | 0.00% | 0.00% | ||
Expected term | 4 years | 4 years | ||
PSUs | Minimum | ||||
Assumptions used to determine the fair value | ||||
Expected volatility (as a percent) | 37.90% | |||
PSUs | Maximum | ||||
Assumptions used to determine the fair value | ||||
Expected volatility (as a percent) | 40.20% | |||
Options | ||||
Assumptions used to determine the fair value | ||||
Expected volatility, minimum (as a percent) | 38.50% | 33.80% | ||
Expected volatility, maximum (as a percent) | 42.80% | 44.60% | ||
Risk-free rate, minimum (as a percent) | 1.50% | 0.50% | ||
Risk-free rate, maximum (as a percent) | 1.80% | 2.90% | ||
Dividend yield (as a percent) | 0.00% | 0.00% | ||
Options | Minimum | ||||
Assumptions used to determine the fair value | ||||
Expected term | 3 years | |||
Options | Maximum | ||||
Assumptions used to determine the fair value | ||||
Expected term | 6 years 4 months 24 days | |||
ESPP | ||||
Assumptions used to determine the fair value | ||||
Expected volatility, minimum (as a percent) | 37.40% | 33.10% | 28.40% | 37.40% |
Expected volatility, maximum (as a percent) | 46.60% | 53.80% | 34.50% | 57.60% |
Risk-free rate, minimum (as a percent) | 1.60% | 2.10% | 1.10% | 0.30% |
Risk-free rate, maximum (as a percent) | 2.00% | 2.70% | 1.70% | 0.90% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | |
ESPP | Minimum | ||||
Assumptions used to determine the fair value | ||||
Expected term | 6 months | 6 months | 6 months | 6 months |
ESPP | Maximum | ||||
Assumptions used to determine the fair value | ||||
Expected term | 1 year | 1 year | 1 year | 1 year |
Revenues, Deferred Revenue an_3
Revenues, Deferred Revenue and Remaining Performance Obligations - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 2,358,926 | $ 1,803,010 | $ 1,309,132 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,676,395 | 1,274,361 | 931,281 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 682,531 | 528,649 | 377,851 |
License | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,373,367 | 1,030,277 | 741,302 |
Cloud services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 312,358 | 171,200 | 92,500 |
Maintenance, professional services and training | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 673,201 | $ 601,533 | $ 475,330 |
Revenues, Deferred Revenue an_4
Revenues, Deferred Revenue and Remaining Performance Obligations - Schedule of Revenue from Top Customers (Details) - Customer Concentration Risk [Member] | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Channel Partner A | Revenue from Contract with Customer Benchmark [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 29.00% | 32.00% | 31.00% |
Channel Partner A | Accounts receivable | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 27.00% | 29.00% | |
Channel Partner B | Revenue from Contract with Customer Benchmark [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 19.00% | 18.00% | 17.00% |
Channel Partner B | Accounts receivable | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 13.00% | 10.00% |
Revenues, Deferred Revenue an_5
Revenues, Deferred Revenue and Remaining Performance Obligations - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Customer Refundable Fees, Revenue Recognized | $ 633.2 | $ 452.4 |
Revenues, Deferred Revenue an_6
Revenues, Deferred Revenue and Remaining Performance Obligations - Remaining Performance Obligation (Details) $ in Millions | Jan. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,800 |
Revenue, Remaining Performance Obligation, Percentage | 55.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Loss before income tax expense | |||
United States | $ (363,053) | $ (289,896) | $ (207,607) |
International | 31,402 | 26,705 | 18,746 |
Loss before income taxes | (331,651) | (263,191) | (188,861) |
Current tax provision: | |||
Federal | 316 | 7,532 | 0 |
State | 627 | 422 | 301 |
Foreign | 10,194 | 8,496 | 5,878 |
Total current tax provision | 11,137 | 16,450 | 6,179 |
Deferred tax provision: | |||
Federal | (2,124) | (3,313) | (2,825) |
State | (2,213) | 0 | (362) |
Foreign | (1,783) | (751) | (1,635) |
Total deferred tax provision | (6,120) | (4,064) | (4,822) |
Total tax provision | 5,017 | 12,386 | 1,357 |
Reconciliation of federal statutory income tax provision to effective income tax provision | |||
Expected provision at United States federal statutory rate | (69,692) | (55,270) | (39,661) |
State income taxes - net of federal benefit | (10,647) | (8,904) | (6,454) |
Stock options | (23,306) | (26,554) | (18,893) |
Research and development tax credits | (44,274) | (32,819) | (18,463) |
Change in valuation allowance | 146,765 | 122,614 | (104,672) |
Non-deductible expenses | 5,814 | 4,767 | 2,145 |
Release of valuation allowance due to acquisitions | (4,337) | (3,313) | (3,187) |
Impact of the Act | 0 | 0 | 190,920 |
Base erosion anti-abuse tax | 316 | 7,532 | 0 |
Other | 4,378 | 4,333 | (378) |
Total tax provision | $ 5,017 | $ 12,386 | $ 1,357 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 594,967 | $ 472,153 |
Accrued liabilities | 12,934 | 13,622 |
Tax credit carryforwards | 158,250 | 108,769 |
Stock-based compensation | 33,245 | 34,319 |
Deferred revenue | 37,932 | 21,549 |
Deferred Tax Assets, Right-of-Use Assets | 67,233 | 0 |
Valuation allowance | (643,395) | (481,279) |
Total deferred tax assets | 261,166 | 169,133 |
Deferred tax liabilities: | ||
Depreciation and amortization | (51,033) | (15,965) |
Deferred revenue | 0 | 0 |
Deferred Tax Liabilities, Operating Lease Liabilities | (64,017) | 0 |
Deferred commissions | (45,882) | (35,125) |
Convertible senior notes | (96,465) | (116,023) |
Total deferred tax liabilities | (257,397) | (167,113) |
Net deferred taxes | 3,769 | 2,020 |
Recorded as: | ||
Non-current deferred tax assets | 647,164 | 483,299 |
Non-current valuation allowance | (643,395) | (481,279) |
Net deferred taxes | $ 3,769 | $ 2,020 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Net operating loss and tax credit carry forwards | |||
Deferred tax assets valuation allowance | $ (643,395) | $ (481,279) | |
Liability for unrecognized tax positions that would, if recognized, impact the entity's effective tax rate | 500 | ||
Unrecognized tax benefit | |||
Balance at beginning of year | 32,905 | 31,802 | $ 16,755 |
Increase related to prior year tax positions | 0 | 0 | 6,355 |
Decrease related to prior year tax positions | 0 | (6,035) | 0 |
Increase related to current year tax positions | 6,869 | 7,138 | 8,692 |
Balance at end of year | 39,774 | $ 32,905 | $ 31,802 |
Federal | |||
Net operating loss and tax credit carry forwards | |||
Tax credit | 118,825 | ||
State | |||
Net operating loss and tax credit carry forwards | |||
Net operating loss | 1,576,278 | ||
Tax credit | 95,214 | ||
Taxable Years After 12/31/2017 | Federal | |||
Net operating loss and tax credit carry forwards | |||
Net operating loss | 898,398 | ||
Taxable Years Before 12/31/2017 | Federal | |||
Net operating loss and tax credit carry forwards | |||
Net operating loss | $ 1,474,047 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Numerator | |||
Net loss | $ (336,668) | $ (275,577) | $ (190,218) |
Denominator: | |||
Weighted-average common shares outstanding | 152,653 | 145,737 | 139,921 |
Less: Weighted-average unvested common shares subject to repurchase or forfeiture | (704) | (30) | (55) |
Weighted-average shares used to compute net loss per share, basic and diluted | 151,949 | 145,707 | 139,866 |
Net loss per share | |||
Net loss per share, basic and diluted (in dollars per share) | $ (2.22) | $ (1.89) | $ (1.36) |
Net Loss Per Share (Details 2)
Net Loss Per Share (Details 2) - $ / shares | 12 Months Ended | |||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | Sep. 21, 2018 | |
Potentially dilutive securities | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 15,371 | 14,886 | 14,246 | |
Shares subject to outstanding common stock options | ||||
Potentially dilutive securities | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 824 | 409 | 623 | |
Shares subject to outstanding RSUs, PSUs and RSAs | ||||
Potentially dilutive securities | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 13,999 | 13,923 | 13,080 | |
Employee stock purchase plan | ||||
Potentially dilutive securities | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 548 | 554 | 543 | |
Convertible Debt [Member] | ||||
Potentially dilutive securities | ||||
Conversion spread of dilutive effect of convertible senior notes | 14,300,000 | |||
Conversion price (in usd per share) | $ 148.30 |
Uncategorized Items - a01312010
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (603,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 7,241,000 |
Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (7,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 7,241,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (596,000) |