Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 31, 2021 | Sep. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35498 | |
Entity Registrant Name | Splunk Inc. | |
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 $0.001 per share | |
Trading Symbol | SPLK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 161,545,802 | |
Entity Central Index Key | 0001353283 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,231,165 | $ 1,771,064 |
Investments, current | 267,035 | 87,847 |
Accounts receivable, net | 882,436 | 1,114,199 |
Prepaid expenses and other current assets | 171,261 | 162,939 |
Deferred commissions, current | 100,774 | 136,331 |
Total current assets | 3,652,671 | 3,272,380 |
Investments, non-current | 36,889 | 13,728 |
Accounts receivable, non-current | 194,630 | 347,202 |
Operating lease right-of-use assets | 239,066 | 356,296 |
Property and equipment, net | 132,841 | 182,780 |
Intangible assets, net | 192,904 | 206,153 |
Goodwill | 1,401,628 | 1,334,888 |
Deferred commissions, non-current | 104,284 | 69,637 |
Other assets | 91,411 | 85,422 |
Total assets | 6,046,324 | 5,868,486 |
Current liabilities: | ||
Accounts payable | 45,789 | 9,319 |
Accrued compensation | 302,156 | 281,986 |
Accrued expenses and other liabilities | 240,994 | 202,959 |
Deferred revenue, current | 954,070 | 1,030,484 |
Total current liabilities | 1,543,009 | 1,524,748 |
Convertible senior notes, net | 3,054,463 | 2,302,635 |
Operating lease liabilities | 219,242 | 330,970 |
Deferred revenue, non-current | 80,539 | 110,418 |
Other liabilities, non-current | 14,406 | 5,710 |
Total non-current liabilities | 3,368,650 | 2,749,733 |
Total liabilities | 4,911,659 | 4,274,481 |
Commitments and contingencies (Note 3 and 4) | ||
Stockholders' equity: | ||
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 163,400,853 shares issued and outstanding at July 31, 2021, and 163,147,139 shares issued and outstanding at January 31, 2021 | 165 | 163 |
Accumulated other comprehensive loss | (864) | (592) |
Additional paid-in capital | 4,689,282 | 4,063,885 |
Treasury stock, at cost: 1,652,247 shares at July 31, 2021, and 0 shares at January 31, 2021 | (229,515) | 0 |
Accumulated deficit | (3,324,403) | (2,469,451) |
Total stockholders' equity | 1,134,665 | 1,594,005 |
Total liabilities and stockholders' equity | $ 6,046,324 | $ 5,868,486 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 163,400,853 | 163,147,139 |
Common stock, shares outstanding (in shares) | 163,400,853 | 163,147,139 |
Treasury stock, shares (in shares) | 1,652,247 | 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2021 | Jan. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 163,400,853 | 163,147,139 |
Common stock, shares outstanding (in shares) | 163,400,853 | 163,147,139 |
Treasury stock, shares (in shares) | 1,652,247 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | ||
Revenues | |||||
Total revenues | $ 605,743 | $ 491,658 | $ 1,107,794 | $ 925,735 | |
Cost of revenues | |||||
Total cost of revenues | [1] | 183,407 | 132,052 | 355,313 | 260,669 |
Gross profit | 422,336 | 359,606 | 752,481 | 665,066 | |
Operating expenses | |||||
Research and development | [1] | 259,709 | 197,297 | 506,907 | 389,421 |
Sales and marketing | [1] | 382,129 | 323,687 | 738,237 | 642,911 |
General and administrative | [1] | 124,928 | 78,081 | 287,114 | 160,805 |
Total operating expenses | [1] | 766,766 | 599,065 | 1,532,258 | 1,193,137 |
Operating loss | (344,430) | (239,459) | (779,777) | (528,071) | |
Interest and other income (expense), net | |||||
Interest income | 507 | 3,581 | 886 | 10,056 | |
Interest expense | (39,013) | (30,148) | (72,603) | (54,585) | |
Other income (expense), net | 1,146 | 5,917 | (77) | 5,243 | |
Total interest and other income (expense), net | (37,360) | (20,650) | (71,794) | (39,286) | |
Loss before income taxes | (381,790) | (260,109) | (851,571) | (567,357) | |
Income tax provision (benefit) | 2,161 | 1,213 | 3,381 | (456) | |
Net loss | $ (383,951) | $ (261,322) | $ (854,952) | $ (566,901) | |
Net loss per share: | |||||
Basic and diluted (in dollars per share) | $ (2.34) | $ (1.64) | $ (5.23) | $ (3.58) | |
Weighted-average shares outstanding: | |||||
Basic and diluted (in shares) | 164,018 | 158,952 | 163,615 | 158,241 | |
Cloud services | |||||
Revenues | |||||
Total revenues | $ 217,422 | $ 125,870 | $ 411,380 | $ 238,022 | |
Cost of revenues | |||||
Total cost of revenues | [1] | 98,016 | 59,728 | 186,101 | 113,218 |
License | |||||
Revenues | |||||
Total revenues | 219,600 | 176,814 | 362,881 | 325,199 | |
Cost of revenues | |||||
Total cost of revenues | [1] | 2,459 | 5,474 | 6,749 | 11,540 |
Maintenance and services | |||||
Revenues | |||||
Total revenues | 168,721 | 188,974 | 333,533 | 362,514 | |
Cost of revenues | |||||
Total cost of revenues | [1] | $ 82,932 | $ 66,850 | $ 162,463 | $ 135,911 |
[1] | Amounts include stock-based compensation expense, as follows: Cost of revenues $ 21,865 $ 13,992 $ 39,379 $ 27,194 Research and development 81,001 66,284 158,047 134,853 Sales and marketing 64,436 50,741 119,622 107,215 General and administrative 37,478 23,856 70,149 44,429 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Stock-based compensation | $ 387,197 | $ 313,691 | ||
Cost of revenues | ||||
Stock-based compensation | $ 21,865 | $ 13,992 | 39,379 | 27,194 |
Research and development | ||||
Stock-based compensation | 81,001 | 66,284 | 158,047 | 134,853 |
Sales and marketing | ||||
Stock-based compensation | 64,436 | 50,741 | 119,622 | 107,215 |
General and administrative | ||||
Stock-based compensation | $ 37,478 | $ 23,856 | $ 70,149 | $ 44,429 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Net loss | $ (383,951) | $ (261,322) | $ (854,952) | $ (566,901) |
Other comprehensive income (loss): | ||||
Net unrealized gain (loss) on investments (net of tax) | (116) | (1,999) | (272) | 686 |
Foreign currency translation adjustments | 0 | (783) | 0 | (104) |
Total other comprehensive income (loss) | (116) | (2,782) | (272) | 582 |
Comprehensive loss | $ (384,067) | $ (264,104) | $ (855,224) | $ (566,319) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (854,952) | $ (566,901) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||
Depreciation and amortization | 50,625 | 42,685 |
Amortization of deferred commissions | 77,983 | 61,120 |
Amortization of investment premiums (accretion of discounts), net | 432 | (944) |
Amortization of debt discount and issuance costs | 57,784 | 44,738 |
Gain on extinguishment of convertible senior notes | 0 | (6,952) |
Repurchase of convertible senior notes attributable to the accreted interest related to debt discount | 0 | (22,149) |
Loss on lease termination | 52,524 | 0 |
Non-cash operating lease costs | 571 | 15,759 |
Stock-based compensation | 387,197 | 313,691 |
Disposal of property and equipment | 33 | 981 |
Deferred income taxes | (294) | (644) |
Changes in operating assets and liabilities, net of acquisition | ||
Accounts receivable, net | 384,798 | 184,261 |
Prepaid expenses and other assets | (14,842) | 12,493 |
Deferred commissions | (77,073) | (60,154) |
Accounts payable | 19,698 | 22,963 |
Accrued compensation | 20,170 | (61,378) |
Accrued expenses and other liabilities | 17,817 | (1,294) |
Deferred revenue | (107,731) | (102,307) |
Net cash provided by (used in) operating activities | 14,740 | (124,032) |
Cash flows from investing activities | ||
Purchases of investments | (289,573) | (87,135) |
Maturities of investments | 87,766 | 497,725 |
Acquisition, net of cash acquired | (80,333) | 0 |
Purchases of property and equipment | (4,363) | (25,816) |
Capitalized software development costs | (5,148) | (7,133) |
Other investment activities | (1,168) | (2,886) |
Net cash provided by (used in) investing activities | (292,819) | 374,755 |
Cash flows from financing activities | ||
Proceeds from the exercise of stock options | 1,174 | 2,671 |
Proceeds from employee stock purchase plan | 48,246 | 44,214 |
Proceeds from the issuance of convertible senior notes, net of issuance costs | 982,749 | 1,246,544 |
Purchase of capped calls | 0 | (137,379) |
Partial repurchase of convertible senior notes | 0 | (668,929) |
Repurchases of common stock | (192,208) | 0 |
Taxes paid related to net share settlement of equity awards | (101,781) | (49,228) |
Net cash provided by financing activities | 738,180 | 437,893 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 626 |
Net increase in cash and cash equivalents | 460,101 | 689,242 |
Cash and cash equivalents at beginning of period | 1,771,064 | 778,653 |
Cash and cash equivalents at end of period | 2,231,165 | 1,467,895 |
Supplemental disclosures | ||
Cash paid for income taxes | 4,488 | 6,267 |
Cash paid for interest | 7,116 | 8,557 |
Non-cash investing and financing activities | ||
Increase in accrued purchases of property and equipment | 3,247 | 5,169 |
Equity consideration for acquisitions | 939 | 0 |
Vesting of early exercised options | 63 | 117 |
Costs related to issuance of convertible senior notes included in accrued expenses and other liabilities | 1,034 | 1,053 |
Unsettled repurchases of common stock included in accrued expenses and other liabilities | $ 37,307 | $ 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Additional paid-in capitalCapped Call | Treasury stock | Accumulated other comprehensive loss | Accumulated deficit |
Balance, beginning of period at Jan. 31, 2020 | $ 157 | $ 3,566,055 | $ 0 | $ (5,312) | $ (1,561,471) | ||
Vesting of restricted and performance stock units | 2 | ||||||
Issuance of common stock upon ESPP purchase | 1 | ||||||
Stock-based compensation | 313,691 | ||||||
Capitalized software development costs | 3,850 | ||||||
Issuance of common stock upon exercise of options | 2,670 | ||||||
Fair value of replacement equity awards attributable to pre-acquisition service | 0 | ||||||
Vesting of early exercised options | $ 117 | 117 | |||||
Taxes paid related to net share settlement of equity awards | (49,228) | ||||||
Issuance of common stock upon ESPP purchase | 44,214 | ||||||
Equity component of convertible senior notes, net | 342,062 | ||||||
Purchase of capped calls | $ (137,379) | ||||||
Partial repurchase of convertible senior notes | (283,629) | ||||||
Repurchases of common stock | 0 | ||||||
Unrealized gain (loss) from investments (net of tax) | 686 | ||||||
Net change in cumulative translation adjustments | (104) | (104) | |||||
Net loss | (566,901) | (566,901) | |||||
Balance, end of period at Jul. 31, 2020 | 1,669,481 | 160 | 3,802,423 | 0 | (4,730) | (2,128,372) | |
Balance, beginning of period at Apr. 30, 2020 | 158 | 3,678,895 | 0 | (1,948) | (1,867,050) | ||
Vesting of restricted and performance stock units | 1 | ||||||
Issuance of common stock upon ESPP purchase | 1 | ||||||
Stock-based compensation | 154,873 | ||||||
Capitalized software development costs | 2,074 | ||||||
Issuance of common stock upon exercise of options | 1,252 | ||||||
Fair value of replacement equity awards attributable to pre-acquisition service | 0 | ||||||
Vesting of early exercised options | 61 | ||||||
Taxes paid related to net share settlement of equity awards | 0 | ||||||
Issuance of common stock upon ESPP purchase | 44,214 | ||||||
Equity component of convertible senior notes, net | 342,062 | ||||||
Purchase of capped calls | (137,379) | ||||||
Partial repurchase of convertible senior notes | (283,629) | ||||||
Repurchases of common stock | 0 | ||||||
Unrealized gain (loss) from investments (net of tax) | (1,999) | ||||||
Net change in cumulative translation adjustments | (783) | (783) | |||||
Net loss | (261,322) | (261,322) | |||||
Balance, end of period at Jul. 31, 2020 | 1,669,481 | 160 | 3,802,423 | 0 | (4,730) | (2,128,372) | |
Balance, beginning of period at Jan. 31, 2021 | 1,594,005 | 163 | 4,063,885 | 0 | (592) | (2,469,451) | |
Vesting of restricted and performance stock units | 2 | ||||||
Issuance of common stock upon ESPP purchase | 0 | ||||||
Stock-based compensation | 387,197 | ||||||
Capitalized software development costs | 1,890 | ||||||
Issuance of common stock upon exercise of options | 1,174 | ||||||
Fair value of replacement equity awards attributable to pre-acquisition service | 939 | ||||||
Vesting of early exercised options | 63 | 63 | |||||
Taxes paid related to net share settlement of equity awards | (101,783) | ||||||
Issuance of common stock upon ESPP purchase | 48,246 | ||||||
Equity component of convertible senior notes, net | 287,671 | ||||||
Purchase of capped calls | 0 | ||||||
Partial repurchase of convertible senior notes | 0 | ||||||
Repurchases of common stock | (229,500) | (229,515) | |||||
Unrealized gain (loss) from investments (net of tax) | (272) | ||||||
Net change in cumulative translation adjustments | 0 | 0 | |||||
Net loss | (854,952) | (854,952) | |||||
Balance, end of period at Jul. 31, 2021 | 1,134,665 | 165 | 4,689,282 | (229,515) | (864) | (3,324,403) | |
Balance, beginning of period at Apr. 30, 2021 | 164 | 4,187,267 | 0 | (748) | (2,940,452) | ||
Vesting of restricted and performance stock units | 1 | ||||||
Issuance of common stock upon ESPP purchase | 0 | ||||||
Stock-based compensation | 204,780 | ||||||
Capitalized software development costs | 679 | ||||||
Issuance of common stock upon exercise of options | 636 | ||||||
Fair value of replacement equity awards attributable to pre-acquisition service | 939 | ||||||
Vesting of early exercised options | 31 | ||||||
Taxes paid related to net share settlement of equity awards | (40,967) | ||||||
Issuance of common stock upon ESPP purchase | 48,246 | ||||||
Equity component of convertible senior notes, net | 287,671 | ||||||
Purchase of capped calls | $ 0 | ||||||
Partial repurchase of convertible senior notes | 0 | ||||||
Repurchases of common stock | (229,515) | ||||||
Unrealized gain (loss) from investments (net of tax) | (116) | ||||||
Net change in cumulative translation adjustments | 0 | 0 | |||||
Net loss | (383,951) | (383,951) | |||||
Balance, end of period at Jul. 31, 2021 | $ 1,134,665 | $ 165 | $ 4,689,282 | $ (229,515) | $ (864) | $ (3,324,403) |
Description of the Business and
Description of the Business and Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2021 | |
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 cloud and software solutions that deliver and operationalize insights from the data generated by digital systems. 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. This data is growing significantly as a direct result of the prevalence and importance of digital systems used by today’s organizations. Our solutions help users remove barriers between insights derived from this data and actions organizations take to thrive in an era of unprecedented digital transformation. 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 2022, for example, refer to the fiscal year ending January 31, 2022. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet data as of January 31, 2021 was derived from audited financial statements, but does not include all disclosures required by GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the SEC on March 31, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2022. 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 the liability component of the convertible debt, 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 novel coronavirus (“COVID-19”) has created, and may continue to create, significant uncertainty in macroeconomic conditions. The full extent to which the COVID-19 pandemic will directly or indirectly impact the global economy, the lasting social effects, and impact on our business, results of operations, and financial condition will depend on future developments, such as the duration, spread, and severity and potential recurrence of the virus and its variants, COVID-19 vaccination rates and the availability of COVID-19 vaccines both globally and in the U.S., that are highly uncertain and cannot be accurately predicted. As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or adjust the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will be recognized in the condensed 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 condensed consolidated 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 business insights by harnessing the value of their data. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Splunk Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Foreign Currency The functional currency of our foreign subsidiaries is the U.S. dollar. Foreign currency transaction gains and losses are included in “Other income (expense), net” on our condensed consolidated statements of operations and were not material for the three and six months ended July 31, 2021 and 2020. Revenue Recognition We generate revenues in the form of cloud services fees, software license and related maintenance fees, and other service fees. Cloud services are provided on a subscription basis and give our customers access to our cloud solutions, which include related customer support. Licenses for on-premises software (“software”) are typically term 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. Other services include training and professional services that are not integral to the functionality of the licenses or cloud services. Our contracts with customers often contain multiple performance obligations, which may include a combination of cloud services, software, related maintenance and support services, and professional services including training. We apply significant judgment in identifying and accounting for each performance obligation, as a result of evaluating the terms and conditions in contracts. For these contracts, we account for cloud services, software, maintenance and support, and other services as separate performance obligations as they are each distinct. Revenue is recognized when the performance obligations are satisfied. We satisfy our cloud service performance obligation over the associated contract term and recognize the associated revenue ratably over the term of the contract once access is provided to the customer, consistent with the pattern of benefit to the customer of such services. We satisfy our obligation and recognize revenue for software upon transfer of control of the software, which occurs at delivery of the license key to customers, or when the license term commences, if later. We satisfy our maintenance and support performance obligations and recognize revenue ratably over the maintenance and support term, consistent with the pattern of benefit to the customer of such services. Professional services and training are either provided on a time and material basis or over a contract term. We satisfy our professional services and training performance obligations and recognize the associated revenue as services are delivered. 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 tax, use, goods and services, value added, and excise taxes. Customers can purchase our products under different pricing options. Regardless of the pricing option selected, the consideration for our cloud services and license contracts is fixed and does not result in variable consideration. 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 when we have an unconditional right to payment, either because we satisfied a performance obligation prior to receiving payment from the customer or we have a non-cancelable contract that has been invoiced in advance in accordance with our standard payment terms. Most of our multi-year cloud service and software contracts are invoiced annually. A receivable for multi-year cloud services is generally recorded upon invoicing. A receivable for multi-year software contracts is recorded upon delivery, whether or not invoiced, 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 from multi-year software contracts, is included in “Accounts receivable, non-current” on our condensed consolidated balance sheets. Payment terms and conditions vary by contract type, although our standard payment terms generally require 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 do not generally 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. Recently Adopted Accounting Standards We did not adopt any new accounting standards in the period ended July 31, 2021. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Condensed Consolidated Financial Statements Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40) This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, which reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments will no longer have to be separated into debt and equity components. Convertible debt instruments will be reported as a single liability and convertible preferred stock will be reported as a single equity instrument. Similarly, the embedded conversion feature will no longer be amortized as interest expense over the life of the instrument. Instead, a convertible debt instrument will be accounted for wholly as debt unless 1) a convertible instrument contains features that require bifurcation as a derivative, or 2) a convertible debt instrument was issued at a substantive premium. Among other potential impacts, this ASU is expected to reduce reported interest expense, decrease reported net loss, and result in a reclassification of certain conversion feature balance sheet amounts from stockholder’s equity to liabilities as it relates to the convertible senior notes. This ASU also simplifies the diluted earnings per share calculations by requiring the use of the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. First quarter of fiscal 2023. We are currently evaluating the impact of this standard on our condensed consolidated financial statements. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 6 Months Ended |
Jul. 31, 2021 | |
Investments, Debt and Equity Securities and 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 condensed consolidated 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: July 31, 2021 January 31, 2021 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,401,221 $ — $ — $ 1,401,221 $ 933,058 $ — $ — $ 933,058 U.S. treasury securities — 20,129 — 20,129 — 75,068 — 75,068 Corporate bonds — 132,268 — 132,268 — 12,779 — 12,779 Commercial paper — 167,093 — 167,093 — — — — Reported as: Assets: Cash and cash equivalents $ 1,431,683 $ 933,058 Investments, current 267,035 87,847 Investments, non-current 21,993 — Total $ 1,720,711 $ 1,020,905 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. The following table presents our investments in available-for-sale debt securities as of July 31, 2021: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: Corporate bonds $ 5,766 $ — $ (1) $ 5,765 Commercial paper 24,698 — (1) 24,697 Investments, current: U.S. treasury securities 20,134 — (5) 20,129 Corporate bonds 104,579 — (69) 104,510 Commercial paper 142,454 — (58) 142,396 Investments, non-current: Corporate bonds 22,005 — (12) 21,993 Total available-for-sale investments $ 319,636 $ — $ (146) $ 319,490 The following table presents our investments in available-for-sale debt securities as of January 31, 2021: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments, current: U.S. treasury securities $ 75,032 $ 36 $ — $ 75,068 Corporate bonds 12,765 14 — 12,779 Total available-for-sale investments $ 87,797 $ 50 $ — $ 87,847 The following table presents the fair values and unrealized losses related to our investments in available-for-sale debt securities classified by length of time that the securities have been in a continuous unrealized loss position as of July 31, 2021: Less than 12 Months 12 Months or Greater Total (In thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. treasury securities $ 20,130 $ (5) $ — $ — $ 20,130 $ (5) Corporate bonds 126,200 (82) — — 126,200 (82) Commercial paper 167,092 (59) — — 167,092 (59) Total $ 313,422 $ (146) $ — $ — $ 313,422 $ (146) As of January 31, 2021, we did not have any investments in available-for-sale debt securities in an unrealized loss position. The contractual maturities of our investments as of July 31, 2021 are as follows (in thousands): Due within one year $ 297,498 Due within one to two years 21,992 Total $ 319,490 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 non-current 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 condensed consolidated balance sheets. The following table provides a summary of our equity investments: (In thousands) July 31, 2021 January 31, 2021 Equity investments without readily determinable fair values $ 10,777 $ 10,244 Equity investments under the equity method of accounting 4,119 3,484 Total $ 14,896 $ 13,728 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings A putative class action lawsuit alleging violations of the federal securities laws was filed on December 4, 2020 in the U.S. District Court for the Northern District of California (the “Court”) against us, our CEO and our CFO. The initial complaint alleged violations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for allegedly making materially false and misleading statements regarding our financial guidance and asserted a putative class period of October 21, 2020 to December 2, 2020. On March 16, 2021, the Court appointed Louisiana Sheriffs’ Pension & Relief Fund as lead plaintiff and approved its selection of lead plaintiff counsel in the case. On June 7, 2021, the lead plaintiff filed an amended complaint which expands the putative class period to run from March 26, 2020 to December 2, 2020 and alleges that defendants made materially false and misleading statements regarding our marketing efforts, hiring practices, and retention of personnel. The lead plaintiff seeks unspecified monetary damages and other relief. On July 27, 2021, defendants filed a motion to dismiss the amended complaint, which is scheduled for hearing on November 18, 2021. Several derivative lawsuits related to the securities class action were filed in February, March, and April 2021 in the U.S. District Court for the Northern District of California and California Superior Court, San Francisco County. The lawsuits name our CEO, our CFO, and many of our board members as defendants, and the company as a nominal defendant. The lawsuits allege claims for breach of fiduciary duties, unjust enrichment, waste of corporate assets, abuse of control, and gross mismanagement against the defendants, and claims for contribution under Sections 10(b) and 21D of the Exchange Act against only our CEO and CFO. The plaintiffs seek unspecified monetary damages and other relief on behalf of the company. The court has stayed the actions pursuant to stipulation of the parties until after a ruling on the pending motion to dismiss the federal securities case. We are also 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 condensed 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. |
Leases
Leases | 6 Months Ended |
Jul. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases In April 2021, we entered into an agreement to terminate our lease of certain office space located in San Jose, CA and ceased use of the space as of April 30, 2021. As a result, the related right-of-use asset and leasehold improvements balances were written off and we have no remaining liability as of July 31, 2021. In total, a $55.2 million loss was recognized during the six months ended July 31, 2021, which includes certain termination-related fees. The loss is included in “General and administrative” expenses on our condensed consolidated statement of operations. As of January 31, 2021, we had $155.5 million in related operating lease commitments. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. These assets are depreciated and amortized using the straight-line method over their estimated useful lives. Property and equipment consisted of the following: (In thousands) July 31, 2021 January 31, 2021 Computer equipment and software $ 75,564 $ 70,628 Furniture and fixtures 28,626 33,142 Leasehold and building improvements (1) 135,990 180,956 Capitalized software development costs (2) 30,833 23,795 Property and equipment, gross 271,013 308,521 Less: accumulated depreciation and amortization (138,172) (125,741) Property and equipment, net $ 132,841 $ 182,780 _________________________ (1) Includes costs related to assets not yet placed into service of $25.4 million as of January 31, 2021. All assets were placed into service as of July 31, 2021. (2) Includes costs related to projects still under development of $5.5 million and $16.7 million, as of July 31, 2021 and January 31, 2021, respectively. Depreciation and amortization expense of Property and equipment, net was $10.0 million and $7.7 million for the three months ended July 31, 2021 and 2020, respectively, and $20.9 million and $13.5 million for the six months ended July 31, 2021 and 2020, 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: (In thousands) July 31, 2021 January 31, 2021 United States $ 312,907 $ 476,575 United Kingdom 47,598 50,460 Other International 11,402 12,041 Total long-lived assets $ 371,907 $ 539,076 |
Acquisition, Goodwill and Intan
Acquisition, Goodwill and Intangible Assets | 6 Months Ended |
Jul. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition, Goodwill and Intangible Assets | Acquisition, Goodwill and Intangible Assets Fiscal 2022 Acquisition TruSTAR On May 28, 2021, we acquired 100% of the voting equity interest of TruSTAR Technology, Inc. (“TruSTAR”), a privately-held Delaware corporation that provides an intelligence platform for cybersecurity and threat data. This acquisition has been accounted for as a business combination. The total consideration transferred for this acquisition was $82.1 million, of which $81.2 million was in cash. The preliminary purchase price was allocated as follows: $16.5 million to identified intangible assets, $1.1 million to other net liabilities acquired, with the excess $66.7 million of the purchase price over the fair value of net assets acquired recorded as goodwill, allocated to our single 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 TruSTAR, which are not material, have been included in our condensed consolidated financial statements from the date of purchase. 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 Developed technology $ 10,100 36 Customer relationships 6,400 36 Total intangible assets acquired $ 16,500 Goodwill Goodwill balances are presented below: (In thousands) Carrying Amount Balance as of January 31, 2021 $ 1,334,888 Goodwill acquired 66,740 Balance as of July 31, 2021 $ 1,401,628 There was no impairment of goodwill during the six months ended July 31, 2021 or 2020. Intangible Assets Intangible assets subject to amortization as of July 31, 2021 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 283,400 $ (146,915) $ 136,485 52 Customer relationships 92,710 (37,884) 54,826 35 Other acquired intangible assets 7,394 (5,801) 1,593 14 Total intangible assets subject to amortization $ 383,504 $ (190,600) $ 192,904 Intangible assets subject to amortization as of January 31, 2021 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 273,349 $ (127,072) $ 146,277 57 Customer relationships 86,310 (28,778) 57,532 41 Other acquired intangible assets 7,420 (5,076) 2,344 19 Total intangible assets subject to amortization $ 367,079 $ (160,926) $ 206,153 Amortization expense from acquired intangible assets was $14.9 million and $14.6 million for the three months ended July 31, 2021 and 2020, respectively, and $29.7 million and $29.3 million for the six months ended July 31, 2021 and 2020, respectively. The expected future amortization expense for acquired intangible assets as of July 31, 2021 is as follows: Fiscal Period (In thousands) Expected Amortization Expense Remaining fiscal 2022 $ 28,135 Fiscal 2023 55,448 Fiscal 2024 48,892 Fiscal 2025 33,010 Fiscal 2026 17,058 Thereafter 10,361 Total amortization expense $ 192,904 |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Convertible Senior Notes Due 2026 On July 9, 2021, we issued $1.0 billion aggregate principal amount of 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”). The 2026 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2026 Notes was $981.7 million, net of issuance costs, some of which were unpaid as of July 31, 2021. The 2026 Notes will mature on July 15, 2026, unless earlier redeemed, repurchased or converted. The 2026 Notes will bear interest from July 9, 2021, at a rate of 0.75% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2022. The initial conversion rate for the 2026 Notes is 6.25 shares of our common stock per $1,000 principal amount of the 2026 Notes, which is equivalent to an initial conversion price of approximately $160.00 per share of our common stock, subject to adjustment upon the occurrence of certain specified events. The initial conversion price of the 2026 Notes represents a premium of approximately 30.0% to the volume weighted average price of our common stock on the Nasdaq Global Select Market over a 10-day period of approximately $123.08 per share on June 21, 2021, which was the date the pricing of the 2026 Notes was determined. Convertible Senior Notes Due 2027 On June 5, 2020, we issued $1.27 billion aggregate principal amount of 1.125% Convertible Senior Notes due 2027 (the “2027 Notes”), including the exercise in full by the initial purchasers of the 2027 Notes of their option to purchase an additional $165.0 million principal amount of 2027 Notes. The 2027 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2027 Notes was $1.25 billion, net of initial purchaser discounts and other issuance costs. The 2027 Notes will mature on June 15, 2027, unless earlier redeemed, repurchased or converted. The 2027 Notes will bear interest from June 5, 2020 at a rate of 1.125% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The initial conversion rate for the 2027 Notes is 3.9164 shares of our common stock per $1,000 principal amount of the 2027 Notes, which is equivalent to an initial conversion price of approximately $255.34 per share of our common stock, subject to adjustment upon the occurrence of certain specified events. The initial conversion price of the 2027 Notes represents a premium of approximately 35.0% to the volume weighted average price of our common stock on the Nasdaq Global Select Market of approximately $189.14 per share on June 2, 2020, which was the date the pricing of the 2027 Notes was determined. Convertible Senior Notes Due 2023 and 2025 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”), 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 2023 Notes and the 2025 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2023 Notes and the 2025 Notes was $2.11 billion, net of initial purchaser discounts and other 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 bear interest from September 21, 2018 at a rate of 0.50% per year and the 2025 Notes 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 of the 2023 Notes and 2025 Notes is 6.7433 shares of our common stock per $1,000 principal amount of each of the 2023 Notes and 2025 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 certain specified events. The initial conversion price of each of the 2023 Notes and 2025 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 2023 Notes and the 2025 Notes was determined. Other Terms The 2026 Notes are convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding the maturity date. We may not redeem the 2026 Notes prior to July 20, 2024. We may redeem for cash all or any portion of the 2026 Notes, at our option, on or after July 20, 2024 if the last reported sale price of our common stock has been 140% of the conversion price for the 2026 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 2026 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. Whether to exercise our redemption option is solely within our control. The 2023 Notes, 2025 Notes, and 2027 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, June 15, 2025 and December 15, 2026 for the 2023 Notes, 2025 Notes and 2027 Notes, respectively, 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) for the 2023 Notes, and the 2025 Notes, and October 31, 2020 (and only during such fiscal quarter) for the 2027 Notes, 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, June 15, 2025, and December 15, 2026 for the 2023 Notes, 2025 Notes, and 2027 Notes, respectively, 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, 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; provided, in the case of the 2026 Notes, the holder is to determine the settlement method related to any notes converted in connection with the exercise of our redemption option as mentioned above. Subject to the provisions described in the immediately preceding sentence, upon any conversion of the 2023 Notes, 2025 Notes, 2026 Notes, and 2027 Notes (together the “Notes”), it is our current intent to settle the first $1,000 of conversion value of each $1,000 principal amount of such notes in cash and the remaining conversion value, if any, in shares of common stock. If we undergo a fundamental change (as defined in the applicable indenture governing the relevant series of notes), 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 of such series 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 three months ended July 31, 2021, the conditions allowing holders of the Notes to convert or redeem were not met. The Notes are not required to be settled in cash within the next twelve months and as such are classified as long-term debt on our condensed consolidated balance sheet as of July 31, 2021. We may not redeem the 2023 Notes, 2025 Notes, and 2027 Notes prior to September 20, 2021, September 20, 2022 and June 20, 2024, respectively. We may redeem for cash all or any portion of the 2023 Notes, 2025 Notes and 2027 Notes, at our option, on or after September 20, 2021, September 20, 2022, and June 20, 2024, respectively, 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. Whether to exercise our redemption options under each respective indenture is solely within our control. Partial Repurchase of the 2023 Notes On June 5, 2020, we used a portion of the net proceeds from the issuance of the 2027 Notes to repurchase $488.3 million aggregate principal amount of the 2023 Notes (the “2023 Notes Partial Repurchase”), leaving $776.7 million aggregate principal outstanding on the 2023 Notes immediately after the 2023 Notes Partial Repurchase. The 2023 Notes Partial Repurchase was not made pursuant to a redemption notice and constituted individually privately negotiated transactions. The holders of the repurchased 2023 Notes also invested in the 2027 Notes. For each holder, the 2023 Notes and the 2027 Notes exchanged were deemed to be substantially different as the present value of the cash flows under the terms of the 2027 Notes was at least 10% different from the present value of the remaining cash flows under the terms of the 2023 Notes and accordingly, the 2023 Notes Partial Repurchase was accounted for as a debt extinguishment. We used $691.6 million of the net proceeds from the issuance of the 2027 Notes to complete the 2023 Notes Partial Repurchase, of which $407.4 million and $283.6 million were allocated to the liability and equity components of the 2023 Notes, respectively, and $0.5 million was related to the payment of the interest accrued. Accounting for the Notes In accounting for the issuance of the Notes, we separated each of the Notes into their respective liability and equity components. The carrying amounts of the liability components of the respective 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 relevant series of notes using the effective interest rate method. The carrying amounts of the equity components representing the conversion options were $266.9 million, $237.2 million, $293.0 million and $347.4 million for the 2023 Notes, the 2025 Notes, the 2026 Notes and the 2027 Notes, respectively, which 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 for the relevant series of notes to the liability and equity components based on the proportion of the proceeds allocated to the debt and equity components for that series. Issuance costs attributable to the liability component of the 2023 Notes, the 2025 Notes, the 2026 Notes and the 2027 Notes were $10.4 million, $6.5 million, $12.9 million and $14.2 million, respectively. The issuance costs allocated to the liability component are amortized to interest expense over the contractual terms of the 2023 Notes, the 2025 Notes, the 2026 Notes and the 2027 Notes at an effective interest rate of 5.65%, 6.22%, 8.37% and 6.26%, respectively. Issuance costs attributable to the equity component of the 2023 Notes, the 2025 Notes, the 2026 Notes and the 2027 Notes were $2.8 million, $2.5 million, $5.4 million and $5.4 million, respectively, and are netted against the equity components representing the conversion option in additional paid-in capital. The cash consideration of the 2023 Notes Partial Repurchase allocated to the liability component of the 2023 Notes was based on the fair value of the liability component of the 2023 Notes as of June 5, 2020 utilizing an effective discount rate of 6.25%. This rate was based on our estimated rate for a similar liability with the same maturity, but without the conversion option. To derive this effective discount rate, we observed the trading details of the 2023 Notes immediately prior to the repurchase date to determine the volatility of the 2023 Notes. We utilized the observed volatility to calculate the effective discount rate, which was adjusted to reflect the term of the remaining 2023 Notes. The cash consideration allocated to the equity component of the 2023 Notes was calculated by deducting the fair value of the liability component from the aggregate cash consideration and was recorded as a reduction to “Additional paid-in capital.” The gain on extinguishment was subsequently determined by comparing the allocated cash consideration with the carrying value of the liability component, which includes the proportionate amounts of unamortized debt discount and the remaining unamortized debt issuance costs. The net carrying amount of the liability component of the 2023 Notes immediately prior to the repurchase was as follows: June 5, 2020 (In thousands) 2023 Notes Total 2023 Notes Partial Repurchase Principal $ 1,265,000 $ 488,339 Unamortized debt discount (184,336) (71,161) Unamortized debt issuance costs (7,194) (2,777) Net carrying amount $ 1,073,470 $ 414,401 The 2023 Notes Partial Repurchase resulted in a gain on extinguishment of convertible senior notes, which is included in “Other income (expense), net” on our consolidated statements of operations, and was calculated as follows: (In thousands) 2023 Notes Partial Repurchase Net carrying amount of the liability component associated with the 2023 Notes Partial Repurchase $ 414,401 Less: Cash consideration allocated to the liability component (407,449) Gain from the 2023 Notes Partial Repurchase $ 6,952 The net carrying amounts of the liability component for each series of notes as of July 31, 2021 were as follows: (In thousands) 2023 Notes (1) 2025 Notes 2026 Notes 2027 Notes Liability component: Principal amount $ 776,661 $ 862,500 $ 1,000,000 $ 1,265,000 Unamortized discount (75,382) (152,069) (290,069) (300,036) Unamortized issuance costs (2,942) (4,185) (12,908) (12,221) Net carrying amount $ 698,337 $ 706,246 $ 697,023 $ 952,743 _________________________ (1) Reflects the impact of the 2023 Notes Partial Repurchase on June 5, 2020, as discussed above. The following tables sets forth the interest expense related to each series of notes: Three Months Ended July 31, Six Months Ended July 31, (In thousands) 2021 2020 2021 2020 2023 Notes: Coupon interest expense $ 971 $ 1,174 $ 1,942 $ 2,755 Amortization of debt discount (conversion option) 8,379 9,604 16,335 22,022 Amortization of debt issuance costs 327 375 637 860 Total interest expense related to the 2023 Notes $ 9,677 $ 11,153 $ 18,914 $ 25,637 2025 Notes: Coupon interest expense $ 2,426 $ 2,426 $ 4,852 $ 4,852 Amortization of debt discount (conversion option) 8,127 7,649 15,784 14,961 Amortization of debt issuance costs 224 210 435 411 Total interest expense related to the 2025 Notes $ 10,777 $ 10,285 $ 21,071 $ 20,224 2026 Notes: Coupon interest expense $ 458 $ — $ 458 $ — Amortization of debt discount (conversion option) 2,960 — 2,960 — Amortization of debt issuance costs 133 — 133 — Total interest expense related to the 2026 Notes $ 3,551 $ — $ 3,551 $ — 2027 Notes: Coupon interest expense $ 3,558 $ 2,174 $ 7,116 $ 2,174 Amortization of debt discount (conversion option) 10,643 6,230 20,659 6,230 Amortization of debt issuance costs 433 254 841 254 Total interest expense related to the 2027 Notes $ 14,634 $ 8,658 $ 28,616 $ 8,658 As of July 31, 2021, the estimated fair values of the 2023 Notes, the 2025 Notes, and the 2027 Notes, based on Level 2 inputs, were approximately $0.91 billion, $1.05 billion, and $1.24 billion, respectively. As of July 31, 2021, the estimated fair value of the 2026 Notes, based on Level 3 inputs, was $0.71 billion. Capped Calls In connection with the issuance of the 2023 Notes, the 2025 Notes and the 2027 Notes, we entered into privately negotiated capped call transactions relating to each series of notes with certain counterparties (the “Capped Calls”). The Capped Calls are expected to reduce potential dilution to our common stock upon conversion of a given series of notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted notes of such series, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls are subject to adjustment upon the occurrence of certain 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. The following table sets forth other key terms and premiums paid for the Capped Calls related to each series of notes: Capped Calls Entered into in Connection with the Issuance of the 2023 and 2025 Notes Capped Calls Entered into in Connection with the Issuance of the 2027 Notes Initial strike price, subject to certain adjustments $ 148.30 $ 255.34 Cap price, subject to certain adjustments $ 232.62 $ 378.28 Total premium paid (in thousands) $ 274,275 $ 137,379 For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of any series of notes. As the Capped Calls qualify for a scope exception from derivative accounting for instruments that are both indexed to the issuer’s own stock and classified in stockholders’ equity in its statement of financial position, the premium paid for the purchase of the Capped Calls has been recorded as a reduction to “Additional paid-in capital” and will not be remeasured. |
Stock Compensation Plans and St
Stock Compensation Plans and Stockholders' Equity | 6 Months Ended |
Jul. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Plans and Stockholders' Equity | Stock Compensation Plans and Stockholders’ Equity Equity Incentive Plans The following table summarizes the stock option, restricted stock unit (“RSU”) and performance unit (“PSU”) activity under our 2012 Equity Incentive Plan during the six months ended July 31, 2021: Options Outstanding RSUs and PSUs Shares Weighted- Weighted- Aggregate Intrinsic Value (1) Shares (in years) (in thousands) Balances as of January 31, 2021 418,743 $ 11.37 5.85 $ 64,342 11,236,903 Additional shares authorized Options granted (2) 41,772 16.83 Options exercised (101,264) 11.62 Options forfeited and expired (19,438) 13.25 RSUs and PSUs granted 6,099,575 RSUs and PSUs vested (2,116,750) RSUs and PSUs forfeited and canceled (1,514,377) Balances as of July 31, 2021 339,813 $ 11.87 5.81 $ 44,215 13,705,351 Vested and expected to vest 333,176 $ 11.85 5.77 $ 43,357 12,793,290 Exercisable as of July 31, 2021 165,472 $ 11.12 4.16 $ 21,654 _________________________ (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 July 31, 2021. (2) All options granted were equity awards assumed in connection with the TruSTAR acquisition. During the six months ended July 31, 2021 and 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 condensed 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 are available for future issuance under our 2012 Equity Incentive Plan. We may also require employees to sell a portion of the shares that they received upon the vesting of RSUs in order to cover any required withholding taxes. During the six months ended July 31, 2021, we granted 516,686 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 granted that were earned and eligible to vest were 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 vesting period of three On October 27, 2020, the Compensation Committee of our Board of Directors approved a modification to the performance thresholds of our fiscal 2021 PSU awards. We accounted for this change as a Type III modification under ASC 718 as the expectation of the achievement of certain performance conditions related to these awards changed from improbable to probable post-modification. As a result, we reversed $10.8 million of stock-based compensation expense previously recognized for these awards, during fiscal 2021. Post-modification stock-based compensation expense related to these awards will be recognized based on the modification date fair value over their remaining service period, under the graded-vesting attribution method. The following table presents unrecognized compensation cost related to stock options, RSUs, PSUs and restricted stock awards (“RSA”) as of July 31, 2021: Unrecognized Compensation Cost Weighted-Average Remaining Contractual Term Weighted-Average Grant Date Fair Value Per Share Stock options $ 16,650 1.5 $ 105.32 RSUs 1,554,528 2.6 143.86 PSUs 119,973 1.2 155.53 RSAs 36,113 1.9 121.20 Total unrecognized compensation cost $ 1,727,264 The following table summarizes our RSA activity during the six months ended July 31, 2021: Shares Outstanding as of January 31, 2021 485,683 RSAs issued in connection with acquisition 10,932 RSAs vested (146,369) RSAs forfeited and canceled (1,400) Outstanding as of July 31, 2021 348,846 Stock Repurchase Program In June 2021, our Board of Directors authorized and approved a stock repurchase program of up to $1.0 billion of our outstanding common stock. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions, subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and may be suspended at any time at the Company’s discretion. |
Revenues, Accounts Receivable,
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations | 6 Months Ended |
Jul. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations | Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations Disaggregation of Revenues The following table presents disaggregated revenues by major product or service type: Three Months Ended July 31, Six Months Ended July 31, (In thousands) 2021 2020 2021 2020 Revenues Cloud services $ 217,422 $ 125,870 $ 411,380 $ 238,022 License 219,600 176,814 362,881 325,199 Maintenance and services 168,721 188,974 333,533 362,514 Total revenues $ 605,743 $ 491,658 $ 1,107,794 $ 925,735 Revenues by geography are based on the shipping address of the customer. The following table presents our revenues by geographic region: Three Months Ended July 31, Six Months Ended July 31, (In thousands) 2021 2020 2021 2020 United States $ 416,581 $ 328,374 $ 763,282 $ 611,506 International 189,162 163,284 344,512 314,229 Total revenues $ 605,743 $ 491,658 $ 1,107,794 $ 925,735 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: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Channel Partner A 26 % 29 % 27 % 29 % Channel Partner B 14 % 14 % 14 % 14 % 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 for the three or six months ended July 31, 2021 or 2020, respectively. Accounts Receivable 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: July 31, 2021 January 31, 2021 Channel Partner A 17 % 26 % Channel Partner B 9 % 9 % The COVID-19 pandemic and the recent economic downturn prompted us to perform additional credit reviews of our existing customers. After performing our additional reviews using a current expected credit loss model, we determined that, while there may be delays in certain of our collections, the risk of credit loss on our accounts receivable as of July 31, 2021 is low. As this is consistent with the results of our risk assessment, no significant adjustments to our allowance for doubtful accounts were made. Deferred Revenue Revenues recognized from amounts included in deferred revenue as of January 31, 2021 and 2020 were $610.7 million and $476.9 million during the six months ended July 31, 2021 and 2020, 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 $1.93 billion as of July 31, 2021, of which we expect to recognize approximately 66% as revenue over the next 12 months and the remainder thereafter. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are subject to income taxes in the U.S. and in foreign jurisdictions. We base our interim tax accruals on an estimated annual effective tax rate applied to year-to-date income, and we record discrete tax items in the period to which they relate. In each quarter, we update our estimated annual effective tax rate and make a year-to-date adjustment to our tax provision as necessary. Our fiscal 2022 annual effective rate differs from the U.S. statutory rate primarily due to the valuation allowance recorded on our U.S. losses. For the three months ended July 31, 2021 and 2020, we recorded income tax expense of $2.2 million and $1.2 million, respectively. For the six months ended July 31, 2021 and 2020, we recorded income tax expense of $3.4 million and an income tax benefit of $0.5 million, respectively. During the three months ended July 31, 2021, there were no material changes to our unrecognized tax benefits, and we do not expect material changes in our unrecognized tax benefits within the next twelve months. Because of our history of tax losses, all years remain open to tax audit. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jul. 31, 2021 | |
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, 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: Three Months Ended July 31, Six Months Ended July 31, (In thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net loss $ (383,951) $ (261,322) $ (854,952) $ (566,901) Denominator: Weighted-average common shares outstanding 164,374 159,697 164,005 159,021 Less: Weighted-average unvested common shares subject to repurchase or forfeiture (356) (745) (390) (780) Weighted-average shares used to compute net loss per share, basic and diluted 164,018 158,952 163,615 158,241 Net loss per share, basic and diluted $ (2.34) $ (1.64) $ (5.23) $ (3.58) Since we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of July 31, (In thousands) 2021 2020 Shares subject to outstanding common stock options 340 504 Shares subject to outstanding RSUs, PSUs and RSAs 14,054 12,450 Employee stock purchase plan 1,601 341 Shares underlying the conversion spread in the convertible senior notes — 2,148 Total 15,995 15,443 As of July 31, 2021, the aggregate outstanding principal amount under the Notes is potentially convertible into 22.3 million shares of our common stock. Since 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. As a result, only the amount by which the conversion value exceeds the aggregate principal amount of the Notes (the “conversion spread”) is considered in the diluted earnings per share calculation. The conversion spread has a potentially dilutive effect on diluted net income per share when the average market price of our common stock for a given period exceeds the initial conversion price of $148.30 per share for the 2023 Notes and the 2025 Notes, $160.00 per share for the 2026 Notes, and $255.34 per share for the 2027 Notes. During the three months ended July 31, 2021, the average market price of our common stock was $128.02, which did not exceed the initial conversion price of the 2023 Notes, the 2025 Notes, the 2026 Notes or the 2027 Notes. Accordingly, we excluded the potentially dilutive effect of the conversion spread for the Notes. In connection with the issuance of the 2023 Notes, 2025 Notes, and 2027 Notes, we entered into Capped Calls, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive. |
Description of the Business a_2
Description of the Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | Business Splunk Inc. (“we,” “us,” “our”) provides innovative cloud and software solutions that deliver and operationalize insights from the data generated by digital systems. 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. This data is growing significantly as a direct result of the prevalence and importance of digital systems used by today’s organizations. Our solutions help users remove barriers between insights derived from this data and actions organizations take to thrive in an era of unprecedented digital transformation. We were incorporated in California in October 2003 and reincorporated in Delaware in May 2006. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet data as of January 31, 2021 was derived from audited financial statements, but does not include all disclosures required by GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the SEC on March 31, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2022. |
Fiscal Year | Fiscal Year Our fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022. |
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 the liability component of the convertible debt, 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 novel coronavirus (“COVID-19”) has created, and may continue to create, significant uncertainty in macroeconomic conditions. The full extent to which the COVID-19 pandemic will directly or indirectly impact the global economy, the lasting social effects, and impact on our business, results of operations, and financial condition will depend on future developments, such as the duration, spread, and severity and potential recurrence of the virus and its variants, COVID-19 vaccination rates and the availability of COVID-19 vaccines both globally and in the U.S., that are highly uncertain and cannot be accurately predicted. As of the date of issuance of these condensed consolidated financial statements, we are not aware of |
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 business insights by harnessing the value of their data. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Splunk Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Foreign Currency | Foreign CurrencyThe functional currency of our foreign subsidiaries is the U.S. dollar. Foreign currency transaction gains and losses are included in “Other income (expense), net” on our condensed consolidated statements of operations and were not material for the three and six months ended July 31, 2021 and 2020. |
Revenue Recognition | Revenue Recognition We generate revenues in the form of cloud services fees, software license and related maintenance fees, and other service fees. Cloud services are provided on a subscription basis and give our customers access to our cloud solutions, which include related customer support. Licenses for on-premises software (“software”) are typically term 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. Other services include training and professional services that are not integral to the functionality of the licenses or cloud services. Our contracts with customers often contain multiple performance obligations, which may include a combination of cloud services, software, related maintenance and support services, and professional services including training. We apply significant judgment in identifying and accounting for each performance obligation, as a result of evaluating the terms and conditions in contracts. For these contracts, we account for cloud services, software, maintenance and support, and other services as separate performance obligations as they are each distinct. Revenue is recognized when the performance obligations are satisfied. We satisfy our cloud service performance obligation over the associated contract term and recognize the associated revenue ratably over the term of the contract once access is provided to the customer, consistent with the pattern of benefit to the customer of such services. We satisfy our obligation and recognize revenue for software upon transfer of control of the software, which occurs at delivery of the license key to customers, or when the license term commences, if later. We satisfy our maintenance and support performance obligations and recognize revenue ratably over the maintenance and support term, consistent with the pattern of benefit to the customer of such services. Professional services and training are either provided on a time and material basis or over a contract term. We satisfy our professional services and training performance obligations and recognize the associated revenue as services are delivered. 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 tax, use, goods and services, value added, and excise taxes. Customers can purchase our products under different pricing options. Regardless of the pricing option selected, the consideration for our cloud services and license contracts is fixed and does not result in variable consideration. 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 when we have an unconditional right to payment, either because we satisfied a performance obligation prior to receiving payment from the customer or we have a non-cancelable contract that has been invoiced in advance in accordance with our standard payment terms. Most of our multi-year cloud service and software contracts are invoiced annually. A receivable for multi-year cloud services is generally recorded upon invoicing. A receivable for multi-year software contracts is recorded upon delivery, whether or not invoiced, 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 from multi-year software contracts, is included in “Accounts receivable, non-current” on our condensed consolidated balance sheets. Payment terms and conditions vary by contract type, although our standard payment terms generally require 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 do not generally 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. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Standards We did not adopt any new accounting standards in the period ended July 31, 2021. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Condensed Consolidated Financial Statements Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40) This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, which reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments will no longer have to be separated into debt and equity components. Convertible debt instruments will be reported as a single liability and convertible preferred stock will be reported as a single equity instrument. Similarly, the embedded conversion feature will no longer be amortized as interest expense over the life of the instrument. Instead, a convertible debt instrument will be accounted for wholly as debt unless 1) a convertible instrument contains features that require bifurcation as a derivative, or 2) a convertible debt instrument was issued at a substantive premium. Among other potential impacts, this ASU is expected to reduce reported interest expense, decrease reported net loss, and result in a reclassification of certain conversion feature balance sheet amounts from stockholder’s equity to liabilities as it relates to the convertible senior notes. This ASU also simplifies the diluted earnings per share calculations by requiring the use of the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. First quarter of fiscal 2023. We are currently evaluating the impact of this standard on our condensed consolidated financial statements. |
Description of the Business a_3
Description of the Business and Significant Accounting Policies New Accounting Pronouncements (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Condensed Consolidated Financial Statements Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40) This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, which reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments will no longer have to be separated into debt and equity components. Convertible debt instruments will be reported as a single liability and convertible preferred stock will be reported as a single equity instrument. Similarly, the embedded conversion feature will no longer be amortized as interest expense over the life of the instrument. Instead, a convertible debt instrument will be accounted for wholly as debt unless 1) a convertible instrument contains features that require bifurcation as a derivative, or 2) a convertible debt instrument was issued at a substantive premium. Among other potential impacts, this ASU is expected to reduce reported interest expense, decrease reported net loss, and result in a reclassification of certain conversion feature balance sheet amounts from stockholder’s equity to liabilities as it relates to the convertible senior notes. This ASU also simplifies the diluted earnings per share calculations by requiring the use of the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. First quarter of fiscal 2023. We are currently evaluating the impact of this standard on our condensed consolidated financial statements. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Investments, Debt and Equity Securities and 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: July 31, 2021 January 31, 2021 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,401,221 $ — $ — $ 1,401,221 $ 933,058 $ — $ — $ 933,058 U.S. treasury securities — 20,129 — 20,129 — 75,068 — 75,068 Corporate bonds — 132,268 — 132,268 — 12,779 — 12,779 Commercial paper — 167,093 — 167,093 — — — — Reported as: Assets: Cash and cash equivalents $ 1,431,683 $ 933,058 Investments, current 267,035 87,847 Investments, non-current 21,993 — Total $ 1,720,711 $ 1,020,905 |
Schedule of available-for-sale securities reconciliation | The following table presents our investments in available-for-sale debt securities as of July 31, 2021: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: Corporate bonds $ 5,766 $ — $ (1) $ 5,765 Commercial paper 24,698 — (1) 24,697 Investments, current: U.S. treasury securities 20,134 — (5) 20,129 Corporate bonds 104,579 — (69) 104,510 Commercial paper 142,454 — (58) 142,396 Investments, non-current: Corporate bonds 22,005 — (12) 21,993 Total available-for-sale investments $ 319,636 $ — $ (146) $ 319,490 The following table presents our investments in available-for-sale debt securities as of January 31, 2021: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments, current: U.S. treasury securities $ 75,032 $ 36 $ — $ 75,068 Corporate bonds 12,765 14 — 12,779 Total available-for-sale investments $ 87,797 $ 50 $ — $ 87,847 |
Schedule of unrealized loss on investments | The following table presents the fair values and unrealized losses related to our investments in available-for-sale debt securities classified by length of time that the securities have been in a continuous unrealized loss position as of July 31, 2021: Less than 12 Months 12 Months or Greater Total (In thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. treasury securities $ 20,130 $ (5) $ — $ — $ 20,130 $ (5) Corporate bonds 126,200 (82) — — 126,200 (82) Commercial paper 167,092 (59) — — 167,092 (59) Total $ 313,422 $ (146) $ — $ — $ 313,422 $ (146) |
Investments classified by contractual maturity date | The contractual maturities of our investments as of July 31, 2021 are as follows (in thousands): Due within one year $ 297,498 Due within one to two years 21,992 Total $ 319,490 |
Schedule of equity investments | The following table provides a summary of our equity investments: (In thousands) July 31, 2021 January 31, 2021 Equity investments without readily determinable fair values $ 10,777 $ 10,244 Equity investments under the equity method of accounting 4,119 3,484 Total $ 14,896 $ 13,728 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following: (In thousands) July 31, 2021 January 31, 2021 Computer equipment and software $ 75,564 $ 70,628 Furniture and fixtures 28,626 33,142 Leasehold and building improvements (1) 135,990 180,956 Capitalized software development costs (2) 30,833 23,795 Property and equipment, gross 271,013 308,521 Less: accumulated depreciation and amortization (138,172) (125,741) Property and equipment, net $ 132,841 $ 182,780 _________________________ (1) Includes costs related to assets not yet placed into service of $25.4 million as of January 31, 2021. All assets were placed into service as of July 31, 2021. (2) |
Long-Lived Assets by Geographic Areas | 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: (In thousands) July 31, 2021 January 31, 2021 United States $ 312,907 $ 476,575 United Kingdom 47,598 50,460 Other International 11,402 12,041 Total long-lived assets $ 371,907 $ 539,076 |
Acquisition, Goodwill and Int_2
Acquisition, Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | 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 Developed technology $ 10,100 36 Customer relationships 6,400 36 Total intangible assets acquired $ 16,500 |
Schedule of Goodwill | Goodwill balances are presented below: (In thousands) Carrying Amount Balance as of January 31, 2021 $ 1,334,888 Goodwill acquired 66,740 Balance as of July 31, 2021 $ 1,401,628 |
Schedule of finite-lived intangible assets | Intangible assets subject to amortization as of July 31, 2021 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 283,400 $ (146,915) $ 136,485 52 Customer relationships 92,710 (37,884) 54,826 35 Other acquired intangible assets 7,394 (5,801) 1,593 14 Total intangible assets subject to amortization $ 383,504 $ (190,600) $ 192,904 Intangible assets subject to amortization as of January 31, 2021 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 273,349 $ (127,072) $ 146,277 57 Customer relationships 86,310 (28,778) 57,532 41 Other acquired intangible assets 7,420 (5,076) 2,344 19 Total intangible assets subject to amortization $ 367,079 $ (160,926) $ 206,153 |
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 July 31, 2021 is as follows: Fiscal Period (In thousands) Expected Amortization Expense Remaining fiscal 2022 $ 28,135 Fiscal 2023 55,448 Fiscal 2024 48,892 Fiscal 2025 33,010 Fiscal 2026 17,058 Thereafter 10,361 Total amortization expense $ 192,904 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | The net carrying amount of the liability component of the 2023 Notes immediately prior to the repurchase was as follows: June 5, 2020 (In thousands) 2023 Notes Total 2023 Notes Partial Repurchase Principal $ 1,265,000 $ 488,339 Unamortized debt discount (184,336) (71,161) Unamortized debt issuance costs (7,194) (2,777) Net carrying amount $ 1,073,470 $ 414,401 The net carrying amounts of the liability component for each series of notes as of July 31, 2021 were as follows: (In thousands) 2023 Notes (1) 2025 Notes 2026 Notes 2027 Notes Liability component: Principal amount $ 776,661 $ 862,500 $ 1,000,000 $ 1,265,000 Unamortized discount (75,382) (152,069) (290,069) (300,036) Unamortized issuance costs (2,942) (4,185) (12,908) (12,221) Net carrying amount $ 698,337 $ 706,246 $ 697,023 $ 952,743 _________________________ (1) Reflects the impact of the 2023 Notes Partial Repurchase on June 5, 2020, as discussed above. |
Calculation of Gain on Extinguishment of Convertible Senior Notes | The 2023 Notes Partial Repurchase resulted in a gain on extinguishment of convertible senior notes, which is included in “Other income (expense), net” on our consolidated statements of operations, and was calculated as follows: (In thousands) 2023 Notes Partial Repurchase Net carrying amount of the liability component associated with the 2023 Notes Partial Repurchase $ 414,401 Less: Cash consideration allocated to the liability component (407,449) Gain from the 2023 Notes Partial Repurchase $ 6,952 |
Schedule of Interest Expense | The following tables sets forth the interest expense related to each series of notes: Three Months Ended July 31, Six Months Ended July 31, (In thousands) 2021 2020 2021 2020 2023 Notes: Coupon interest expense $ 971 $ 1,174 $ 1,942 $ 2,755 Amortization of debt discount (conversion option) 8,379 9,604 16,335 22,022 Amortization of debt issuance costs 327 375 637 860 Total interest expense related to the 2023 Notes $ 9,677 $ 11,153 $ 18,914 $ 25,637 2025 Notes: Coupon interest expense $ 2,426 $ 2,426 $ 4,852 $ 4,852 Amortization of debt discount (conversion option) 8,127 7,649 15,784 14,961 Amortization of debt issuance costs 224 210 435 411 Total interest expense related to the 2025 Notes $ 10,777 $ 10,285 $ 21,071 $ 20,224 2026 Notes: Coupon interest expense $ 458 $ — $ 458 $ — Amortization of debt discount (conversion option) 2,960 — 2,960 — Amortization of debt issuance costs 133 — 133 — Total interest expense related to the 2026 Notes $ 3,551 $ — $ 3,551 $ — 2027 Notes: Coupon interest expense $ 3,558 $ 2,174 $ 7,116 $ 2,174 Amortization of debt discount (conversion option) 10,643 6,230 20,659 6,230 Amortization of debt issuance costs 433 254 841 254 Total interest expense related to the 2027 Notes $ 14,634 $ 8,658 $ 28,616 $ 8,658 |
Other Key Terms and Premiums Paid for Capped Calls | The following table sets forth other key terms and premiums paid for the Capped Calls related to each series of notes: Capped Calls Entered into in Connection with the Issuance of the 2023 and 2025 Notes Capped Calls Entered into in Connection with the Issuance of the 2027 Notes Initial strike price, subject to certain adjustments $ 148.30 $ 255.34 Cap price, subject to certain adjustments $ 232.62 $ 378.28 Total premium paid (in thousands) $ 274,275 $ 137,379 |
Stock Compensation Plans and _2
Stock Compensation Plans and Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option and RSU Award Activity | The following table summarizes the stock option, restricted stock unit (“RSU”) and performance unit (“PSU”) activity under our 2012 Equity Incentive Plan during the six months ended July 31, 2021: Options Outstanding RSUs and PSUs Shares Weighted- Weighted- Aggregate Intrinsic Value (1) Shares (in years) (in thousands) Balances as of January 31, 2021 418,743 $ 11.37 5.85 $ 64,342 11,236,903 Additional shares authorized Options granted (2) 41,772 16.83 Options exercised (101,264) 11.62 Options forfeited and expired (19,438) 13.25 RSUs and PSUs granted 6,099,575 RSUs and PSUs vested (2,116,750) RSUs and PSUs forfeited and canceled (1,514,377) Balances as of July 31, 2021 339,813 $ 11.87 5.81 $ 44,215 13,705,351 Vested and expected to vest 333,176 $ 11.85 5.77 $ 43,357 12,793,290 Exercisable as of July 31, 2021 165,472 $ 11.12 4.16 $ 21,654 _________________________ (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 July 31, 2021. (2) All options granted were equity awards assumed in connection with the TruSTAR acquisition. |
Schedule of Unrecognized Compensation Costs | The following table presents unrecognized compensation cost related to stock options, RSUs, PSUs and restricted stock awards (“RSA”) as of July 31, 2021: Unrecognized Compensation Cost Weighted-Average Remaining Contractual Term Weighted-Average Grant Date Fair Value Per Share Stock options $ 16,650 1.5 $ 105.32 RSUs 1,554,528 2.6 143.86 PSUs 119,973 1.2 155.53 RSAs 36,113 1.9 121.20 Total unrecognized compensation cost $ 1,727,264 |
Schedule of RSA Activity | The following table summarizes our RSA activity during the six months ended July 31, 2021: Shares Outstanding as of January 31, 2021 485,683 RSAs issued in connection with acquisition 10,932 RSAs vested (146,369) RSAs forfeited and canceled (1,400) Outstanding as of July 31, 2021 348,846 |
Revenues, Accounts Receivable_2
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations, Revenue from Contract with Customer (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents disaggregated revenues by major product or service type: Three Months Ended July 31, Six Months Ended July 31, (In thousands) 2021 2020 2021 2020 Revenues Cloud services $ 217,422 $ 125,870 $ 411,380 $ 238,022 License 219,600 176,814 362,881 325,199 Maintenance and services 168,721 188,974 333,533 362,514 Total revenues $ 605,743 $ 491,658 $ 1,107,794 $ 925,735 |
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: Three Months Ended July 31, Six Months Ended July 31, (In thousands) 2021 2020 2021 2020 United States $ 416,581 $ 328,374 $ 763,282 $ 611,506 International 189,162 163,284 344,512 314,229 Total revenues $ 605,743 $ 491,658 $ 1,107,794 $ 925,735 |
Schedule of Revenue by Channel Partners | The following table presents revenues by channel partners representing 10% or more of total revenues: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Channel Partner A 26 % 29 % 27 % 29 % Channel Partner B 14 % 14 % 14 % 14 % |
Schedule Of Accounts Receivable by Channel Partners | 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: July 31, 2021 January 31, 2021 Channel Partner A 17 % 26 % Channel Partner B 9 % 9 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
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: Three Months Ended July 31, Six Months Ended July 31, (In thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net loss $ (383,951) $ (261,322) $ (854,952) $ (566,901) Denominator: Weighted-average common shares outstanding 164,374 159,697 164,005 159,021 Less: Weighted-average unvested common shares subject to repurchase or forfeiture (356) (745) (390) (780) Weighted-average shares used to compute net loss per share, basic and diluted 164,018 158,952 163,615 158,241 Net loss per share, basic and diluted $ (2.34) $ (1.64) $ (5.23) $ (3.58) |
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of July 31, (In thousands) 2021 2020 Shares subject to outstanding common stock options 340 504 Shares subject to outstanding RSUs, PSUs and RSAs 14,054 12,450 Employee stock purchase plan 1,601 341 Shares underlying the conversion spread in the convertible senior notes — 2,148 Total 15,995 15,443 |
Description of the Business a_4
Description of the Business and Significant Accounting Policies Revenue Recognition (Details) | 6 Months Ended |
Jul. 31, 2021segment | |
Segments | |
Number of operating segments | 1 |
Minimum | |
Revenue Recognition | |
Accounts receivable payment terms | 30 days |
Maximum | |
Revenue Recognition | |
Accounts receivable payment terms | 60 days |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Fair Value of Financial Assets (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | $ 319,490 | $ 87,847 |
Estimate of Fair Value Measurement | Recurring basis | ||
Fair Value Measurements | ||
Money market funds | 1,401,221 | 933,058 |
Assets: | ||
Cash and cash equivalents | 1,431,683 | 933,058 |
Investments, current | 267,035 | 87,847 |
Investments, non-current | 21,993 | 0 |
Total | 1,720,711 | 1,020,905 |
Estimate of Fair Value Measurement | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
Money market funds | 1,401,221 | 933,058 |
Estimate of Fair Value Measurement | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
Money market funds | 0 | 0 |
Estimate of Fair Value Measurement | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
Money market funds | 0 | 0 |
US Treasury Securities | Estimate of Fair Value Measurement | Recurring basis | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 20,129 | 75,068 |
US Treasury Securities | Estimate of Fair Value Measurement | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
US Treasury Securities | Estimate of Fair Value Measurement | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 20,129 | 75,068 |
US Treasury Securities | Estimate of Fair Value Measurement | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
Corporate Bonds | Estimate of Fair Value Measurement | Recurring basis | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 132,268 | 12,779 |
Corporate Bonds | Estimate of Fair Value Measurement | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
Corporate Bonds | Estimate of Fair Value Measurement | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 132,268 | 12,779 |
Corporate Bonds | Estimate of Fair Value Measurement | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
Commercial Paper | Estimate of Fair Value Measurement | Recurring basis | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 167,093 | 0 |
Commercial Paper | Estimate of Fair Value Measurement | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
Commercial Paper | Estimate of Fair Value Measurement | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 167,093 | 0 |
Commercial Paper | Estimate of Fair Value Measurement | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | $ 0 | $ 0 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Amortized Cost to Fair Value Reconciliation (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Debt Securities, Available-for-sale | ||
Cash and cash equivalents, amortized cost | $ 2,231,165 | $ 1,771,064 |
Investments, amortized cost | 319,636 | 87,797 |
Investments, unrealized gains | 0 | 50 |
Investments, unrealized losses | (146) | 0 |
Investments, fair value | 319,490 | 87,847 |
Investments, Current | US Treasury Securities | ||
Debt Securities, Available-for-sale | ||
Investments, amortized cost | 20,134 | 75,032 |
Investments, unrealized gains | 0 | 36 |
Investments, unrealized losses | (5) | 0 |
Investments, fair value | 20,129 | 75,068 |
Investments, Current | Corporate Bonds | ||
Debt Securities, Available-for-sale | ||
Investments, amortized cost | 104,579 | 12,765 |
Investments, unrealized gains | 0 | 14 |
Investments, unrealized losses | (69) | 0 |
Investments, fair value | 104,510 | $ 12,779 |
Investments, Current | Commercial Paper | ||
Debt Securities, Available-for-sale | ||
Investments, amortized cost | 142,454 | |
Investments, unrealized gains | 0 | |
Investments, unrealized losses | (58) | |
Investments, fair value | 142,396 | |
Investments, Non-current | Corporate Bonds | ||
Debt Securities, Available-for-sale | ||
Investments, amortized cost | 22,005 | |
Investments, unrealized gains | 0 | |
Investments, unrealized losses | (12) | |
Investments, fair value | 21,993 | |
Corporate Bonds | ||
Debt Securities, Available-for-sale | ||
Cash and cash equivalents, amortized cost | 5,766 | |
Cash and cash equivalents, unrealized gains | 0 | |
Cash and cash equivalents, unrealized losses | (1) | |
Cash and cash equivalents, fair value | 5,765 | |
Commercial Paper | ||
Debt Securities, Available-for-sale | ||
Cash and cash equivalents, amortized cost | 24,698 | |
Cash and cash equivalents, unrealized gains | 0 | |
Cash and cash equivalents, unrealized losses | (1) | |
Cash and cash equivalents, fair value | $ 24,697 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Securities in Unrealized Loss Position (Details) $ in Thousands | Jul. 31, 2021USD ($) |
Fair Value | |
Less than 12 Months | $ 313,422 |
12 Months or Greater | 0 |
Total | 313,422 |
Unrealized Losses | |
Less than 12 Months | (146) |
12 Months or Greater | 0 |
Total | (146) |
US Treasury Securities | |
Fair Value | |
Less than 12 Months | 20,130 |
12 Months or Greater | 0 |
Total | 20,130 |
Unrealized Losses | |
Less than 12 Months | (5) |
12 Months or Greater | 0 |
Total | (5) |
Corporate Bonds | |
Fair Value | |
Less than 12 Months | 126,200 |
12 Months or Greater | 0 |
Total | 126,200 |
Unrealized Losses | |
Less than 12 Months | (82) |
12 Months or Greater | 0 |
Total | (82) |
Commercial Paper | |
Fair Value | |
Less than 12 Months | 167,092 |
12 Months or Greater | 0 |
Total | 167,092 |
Unrealized Losses | |
Less than 12 Months | (59) |
12 Months or Greater | 0 |
Total | $ (59) |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Contractual Maturities (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 297,498 | |
Due within one to two years | 21,992 | |
U.S. treasury securities, corporate bonds and commercial paper | $ 319,490 | $ 87,847 |
Investments and Fair Value Me_7
Investments and Fair Value Measurements - Equity Investments (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Investments, Debt and Equity Securities and Fair Value Disclosures [Abstract] | ||
Equity investments without readily determinable fair values | $ 10,777 | $ 10,244 |
Equity investments under the equity method of accounting | 4,119 | 3,484 |
Total | $ 14,896 | $ 13,728 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
Lessee, Lease, Description | |||
Loss on lease termination | $ 52,524 | $ 0 | |
San Jose Lease | |||
Lessee, Lease, Description | |||
Loss on lease termination | $ 55,200 | ||
Current and non-current operating lease liabilities | $ 155,500 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Property, Plant and Equipment | ||
Property and equipment, gross | $ 271,013 | $ 308,521 |
Less: accumulated depreciation and amortization | (138,172) | (125,741) |
Property and equipment, net | 132,841 | 182,780 |
Computer equipment and software | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 75,564 | 70,628 |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 28,626 | 33,142 |
Leasehold and building improvements | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 135,990 | 180,956 |
Capitalized software development costs | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 30,833 | 23,795 |
Leasehold improvements not in service | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 25,400 | |
Software development costs under development | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 5,500 | $ 16,700 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense on Property and Equipment, net | $ 10 | $ 7.7 | $ 20.9 | $ 13.5 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment by Location (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Property, Plant and Equipment | ||
Long-lived assets | $ 371,907 | $ 539,076 |
United States | ||
Property, Plant and Equipment | ||
Long-lived assets | 312,907 | 476,575 |
United Kingdom | ||
Property, Plant and Equipment | ||
Long-lived assets | 47,598 | 50,460 |
Other International | ||
Property, Plant and Equipment | ||
Long-lived assets | $ 11,402 | $ 12,041 |
Acquisition, Goodwill and Int_3
Acquisition, Goodwill and Intangible Assets - Narrative (Details) - USD ($) | May 28, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 |
Business Acquisition | ||||||
Goodwill | $ 1,401,628,000 | $ 1,401,628,000 | $ 1,334,888,000 | |||
Impairments to goodwill | 0 | $ 0 | ||||
Amortization of intangible assets | $ 14,900,000 | $ 14,600,000 | $ 29,700,000 | $ 29,300,000 | ||
TruSTAR Technology Inc. | ||||||
Business Acquisition | ||||||
Percentage of voting interests acquired | 100.00% | |||||
Purchase price | $ 82,100,000 | |||||
Purchase price paid in cash | 81,200,000 | |||||
Acquired fair value of finite-lived intangible assets | 16,500,000 | |||||
Acquired liabilities | 1,100,000 | |||||
Goodwill | $ 66,700,000 |
Acquisition, Goodwill and Int_4
Acquisition, Goodwill and Intangible Assets - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | May 28, 2021 | Jul. 31, 2021 | Jan. 31, 2021 |
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets acquired | $ 16,500 | ||
Developed technology | |||
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets acquired | $ 10,100 | ||
Acquired intangible assets, remaining useful life | 36 months | 52 months | 57 months |
Customer relationships | |||
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets acquired | $ 6,400 | ||
Acquired intangible assets, remaining useful life | 36 months | 35 months | 41 months |
Acquisition, Goodwill and Int_5
Acquisition, Goodwill and Intangible Assets - Goodwill Rollforward (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance as of January 31, 2021 | $ 1,334,888 |
Goodwill acquired | 66,740 |
Balance as of July 31, 2021 | $ 1,401,628 |
Acquisition, Goodwill and Int_6
Acquisition, Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | May 28, 2021 | Jul. 31, 2021 | Jan. 31, 2021 |
Finite-Lived Intangible Assets | |||
Gross Fair Value | $ 383,504 | $ 367,079 | |
Accumulated Amortization | (190,600) | (160,926) | |
Total | 192,904 | 206,153 | |
Developed technology | |||
Finite-Lived Intangible Assets | |||
Gross Fair Value | 283,400 | 273,349 | |
Accumulated Amortization | (146,915) | (127,072) | |
Total | $ 136,485 | $ 146,277 | |
Acquired intangible assets, remaining useful life | 36 months | 52 months | 57 months |
Customer relationships | |||
Finite-Lived Intangible Assets | |||
Gross Fair Value | $ 92,710 | $ 86,310 | |
Accumulated Amortization | (37,884) | (28,778) | |
Total | $ 54,826 | $ 57,532 | |
Acquired intangible assets, remaining useful life | 36 months | 35 months | 41 months |
Other acquired intangible assets | |||
Finite-Lived Intangible Assets | |||
Gross Fair Value | $ 7,394 | $ 7,420 | |
Accumulated Amortization | (5,801) | (5,076) | |
Total | $ 1,593 | $ 2,344 | |
Acquired intangible assets, remaining useful life | 14 months | 19 months |
Acquisition, Goodwill and Int_7
Acquisition, Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Business Combinations [Abstract] | ||
Remaining fiscal 2022 | $ 28,135 | |
Fiscal 2023 | 55,448 | |
Fiscal 2024 | 48,892 | |
Fiscal 2025 | 33,010 | |
Fiscal 2026 | 17,058 | |
Thereafter | 10,361 | |
Total | $ 192,904 | $ 206,153 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 09, 2021USD ($)$ / shares | Jun. 21, 2021$ / shares | Jun. 05, 2020USD ($)$ / shares | Sep. 21, 2018USD ($)$ / shares | Jul. 31, 2021USD ($)trading_day$ / shares | Jul. 31, 2020USD ($) | Jun. 02, 2020$ / shares | Sep. 18, 2018$ / shares |
Debt Instrument | ||||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 982,749 | $ 1,246,544 | ||||||
2023 Notes, Liability component | ||||||||
Debt Instrument | ||||||||
Effective discount rate | 6.25% | |||||||
2023 Notes, Liability component | Convertible Senior Notes | ||||||||
Debt Instrument | ||||||||
Partial repurchase | $ 407,400 | |||||||
2023 Notes, Equity component | Convertible Senior Notes | ||||||||
Debt Instrument | ||||||||
Partial repurchase | 283,600 | |||||||
2023 Notes, Payment of interest accrued | Convertible Senior Notes | ||||||||
Debt Instrument | ||||||||
Partial repurchase | 500 | |||||||
2023 Notes, Partial repurchase | Convertible Senior Notes | ||||||||
Debt Instrument | ||||||||
Partial repurchase | 691,600 | |||||||
Convertible Senior Notes | ||||||||
Debt Instrument | ||||||||
Consecutive trading days threshold | trading_day | 10 | |||||||
Measurement period, business days | trading_day | 5 | |||||||
Percentage of stock trigger price for measurement period | 98.00% | |||||||
Convertible senior notes repurchase price percentage | 100.00% | |||||||
Convertible Senior Notes | 2026 Notes | ||||||||
Debt Instrument | ||||||||
Principal amount | $ 1,000,000 | |||||||
Stated interest rate | 0.75% | |||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 981,700 | |||||||
Conversion ratio | 0.00625 | |||||||
Initial conversion price (in dollars per share) | $ / shares | $ 160 | $ 160 | ||||||
Initial conversion price premium, percent | 30.00% | |||||||
Share price measurement period | 10 days | |||||||
Share price (in dollars per share) | $ / shares | $ 123.08 | |||||||
Trading days threshold | trading_day | 20 | |||||||
Consecutive trading days threshold | trading_day | 30 | |||||||
Convertible senior notes repurchase price percentage | 100.00% | |||||||
Effective interest rate | 8.37% | |||||||
Aggregate principal outstanding | $ 1,000,000 | |||||||
Convertible Senior Notes | 2026 Notes | Level 3 | ||||||||
Debt Instrument | ||||||||
Convertible senior notes, fair value | 710,000 | |||||||
Convertible Senior Notes | 2026 Notes | Liability | ||||||||
Debt Instrument | ||||||||
Issuance costs | $ 12,900 | |||||||
Convertible Senior Notes | 2026 Notes | Additional paid-in capital | ||||||||
Debt Instrument | ||||||||
Equity component | 293,000 | |||||||
Issuance costs | $ 5,400 | |||||||
Convertible Senior Notes | SL Notes | ||||||||
Debt Instrument | ||||||||
Percentage of stock trigger price | 140.00% | |||||||
Convertible Senior Notes | 2027 Notes | ||||||||
Debt Instrument | ||||||||
Principal amount | $ 1,270,000 | |||||||
Stated interest rate | 1.125% | |||||||
Option to purchase additional amount | $ 165,000 | |||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 1,250,000 | |||||||
Conversion ratio | 0.0039164 | |||||||
Initial conversion price (in dollars per share) | $ / shares | $ 255.34 | $ 255.34 | ||||||
Initial conversion price premium, percent | 35.00% | |||||||
Share price (in dollars per share) | $ / shares | $ 189.14 | |||||||
Effective interest rate | 6.26% | |||||||
Aggregate principal outstanding | $ 1,265,000 | |||||||
Convertible Senior Notes | 2027 Notes | Level 2 | ||||||||
Debt Instrument | ||||||||
Convertible senior notes, fair value | 1,240,000 | |||||||
Convertible Senior Notes | 2027 Notes | Liability | ||||||||
Debt Instrument | ||||||||
Issuance costs | $ 14,200 | |||||||
Convertible Senior Notes | 2027 Notes | Additional paid-in capital | ||||||||
Debt Instrument | ||||||||
Equity component | 347,400 | |||||||
Issuance costs | $ 5,400 | |||||||
Convertible Senior Notes | 2023 Notes | ||||||||
Debt Instrument | ||||||||
Principal amount | $ 1,270,000 | |||||||
Stated interest rate | 0.50% | |||||||
Option to purchase additional amount | $ 165,000 | |||||||
Conversion ratio | 0.0067433 | |||||||
Initial conversion price (in dollars per share) | $ / shares | $ 148.30 | $ 148.30 | ||||||
Initial conversion price premium, percent | 27.50% | |||||||
Share price (in dollars per share) | $ / shares | $ 116.31 | |||||||
Effective interest rate | 5.65% | |||||||
Aggregate principal outstanding | 776,700 | $ 776,661 | ||||||
Convertible Senior Notes | 2023 Notes | Level 2 | ||||||||
Debt Instrument | ||||||||
Convertible senior notes, fair value | 910,000 | |||||||
Convertible Senior Notes | 2023 Notes | Liability | ||||||||
Debt Instrument | ||||||||
Issuance costs | $ 10,400 | |||||||
Convertible Senior Notes | 2023 Notes | Additional paid-in capital | ||||||||
Debt Instrument | ||||||||
Equity component | 266,900 | |||||||
Issuance costs | $ 2,800 | |||||||
Convertible Senior Notes | 2023 Notes, Partial repurchase | ||||||||
Debt Instrument | ||||||||
Aggregate principal outstanding | 488,339 | |||||||
Debt Instrument, Repurchased Face Amount | (488,300) | |||||||
Convertible Senior Notes | 2025 Notes | ||||||||
Debt Instrument | ||||||||
Principal amount | $ 862,500 | |||||||
Stated interest rate | 1.125% | |||||||
Option to purchase additional amount | $ 112,500 | |||||||
Conversion ratio | 0.0067433 | |||||||
Initial conversion price (in dollars per share) | $ / shares | $ 148.30 | $ 148.30 | ||||||
Initial conversion price premium, percent | 27.50% | |||||||
Share price (in dollars per share) | $ / shares | $ 116.31 | |||||||
Effective interest rate | 6.22% | |||||||
Aggregate principal outstanding | $ 862,500 | |||||||
Convertible Senior Notes | 2025 Notes | Level 2 | ||||||||
Debt Instrument | ||||||||
Convertible senior notes, fair value | 1,050,000 | |||||||
Convertible Senior Notes | 2025 Notes | Liability | ||||||||
Debt Instrument | ||||||||
Issuance costs | $ 6,500 | |||||||
Convertible Senior Notes | 2025 Notes | Additional paid-in capital | ||||||||
Debt Instrument | ||||||||
Equity component | 237,200 | |||||||
Issuance costs | $ 2,500 | |||||||
Convertible Senior Notes | 2023 Notes and 2025 Notes | ||||||||
Debt Instrument | ||||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 2,110,000 | |||||||
Convertible Senior Notes | 2023, 2025, and 2027 Notes | ||||||||
Debt Instrument | ||||||||
Trading days threshold | trading_day | 20 | |||||||
Percentage of stock trigger price | 130.00% | |||||||
Convertible senior notes repurchase price percentage | 100.00% | |||||||
Convertible Senior Notes | 2023 Notes, Total prior to partial repurchase | ||||||||
Debt Instrument | ||||||||
Aggregate principal outstanding | $ 1,265,000 | |||||||
Fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 | Convertible Senior Notes | ||||||||
Debt Instrument | ||||||||
Trading days threshold | trading_day | 20 | |||||||
Consecutive trading days threshold | trading_day | 30 | |||||||
Percentage of stock trigger price | 130.00% | |||||||
Fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 | Convertible Senior Notes | 2023, 2025, and 2027 Notes | ||||||||
Debt Instrument | ||||||||
Consecutive trading days threshold | trading_day | 30 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Carrying Amount of the Liability and Equity (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Jul. 31, 2021 | Jun. 05, 2020 |
2023 Notes | ||
Liability component: | ||
Principal amount | $ 776,661 | $ 776,700 |
Unamortized discount | (75,382) | |
Unamortized issuance costs | (2,942) | |
Net carrying amount | 698,337 | |
2023 Notes, Total prior to partial repurchase | ||
Liability component: | ||
Principal amount | 1,265,000 | |
Unamortized discount | (184,336) | |
Unamortized issuance costs | (7,194) | |
Net carrying amount | 1,073,470 | |
2023 Notes, Partial repurchase | ||
Liability component: | ||
Principal amount | 488,339 | |
Unamortized discount | (71,161) | |
Unamortized issuance costs | (2,777) | |
Net carrying amount | $ 414,401 | |
2025 Notes | ||
Liability component: | ||
Principal amount | 862,500 | |
Unamortized discount | (152,069) | |
Unamortized issuance costs | (4,185) | |
Net carrying amount | 706,246 | |
2026 Notes | ||
Liability component: | ||
Principal amount | 1,000,000 | |
Unamortized discount | (290,069) | |
Unamortized issuance costs | (12,908) | |
Net carrying amount | 697,023 | |
2027 Notes | ||
Liability component: | ||
Principal amount | 1,265,000 | |
Unamortized discount | (300,036) | |
Unamortized issuance costs | (12,221) | |
Net carrying amount | $ 952,743 |
Convertible Senior Notes - Sc_2
Convertible Senior Notes - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Debt Instrument | ||||
Amortization of debt discount and issuance costs | $ 57,784 | $ 44,738 | ||
Convertible Senior Notes | 2023 Notes | ||||
Debt Instrument | ||||
Coupon interest expense | $ 971 | $ 1,174 | 1,942 | 2,755 |
Amortization of debt discount (conversion option) | 8,379 | 9,604 | 16,335 | 22,022 |
Amortization of debt discount and issuance costs | 327 | 375 | 637 | 860 |
Total interest expense | 9,677 | 11,153 | 18,914 | 25,637 |
Convertible Senior Notes | 2025 Notes | ||||
Debt Instrument | ||||
Coupon interest expense | 2,426 | 2,426 | 4,852 | 4,852 |
Amortization of debt discount (conversion option) | 8,127 | 7,649 | 15,784 | 14,961 |
Amortization of debt discount and issuance costs | 224 | 210 | 435 | 411 |
Total interest expense | 10,777 | 10,285 | 21,071 | 20,224 |
Convertible Senior Notes | 2026 Notes | ||||
Debt Instrument | ||||
Coupon interest expense | 458 | 0 | 458 | 0 |
Amortization of debt discount (conversion option) | 2,960 | 0 | 2,960 | 0 |
Amortization of debt discount and issuance costs | 133 | 0 | 133 | 0 |
Total interest expense | 3,551 | 0 | 3,551 | 0 |
Convertible Senior Notes | 2027 Notes | ||||
Debt Instrument | ||||
Coupon interest expense | 3,558 | 2,174 | 7,116 | 2,174 |
Amortization of debt discount (conversion option) | 10,643 | 6,230 | 20,659 | 6,230 |
Amortization of debt discount and issuance costs | 433 | 254 | 841 | 254 |
Total interest expense | $ 14,634 | $ 8,658 | $ 28,616 | $ 8,658 |
Convertible Senior Notes - Calc
Convertible Senior Notes - Calculation of Gain on Extinguishment of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Jun. 05, 2020 | Jul. 31, 2021 | Jul. 31, 2020 |
Extinguishment of Convertible Senior Notes [Line Items] | |||
Gain from the 2023 Notes Partial Repurchase | $ 0 | $ 6,952 | |
Convertible Senior Notes | 2023 Notes, Partial repurchase | |||
Extinguishment of Convertible Senior Notes [Line Items] | |||
Net carrying amount of the liability component associated with the 2023 Notes Partial Repurchase | $ 414,401 | ||
Less: Cash consideration allocated to the liability component | (407,449) | ||
Gain from the 2023 Notes Partial Repurchase | $ 6,952 |
Convertible Senior Notes - Othe
Convertible Senior Notes - Other Key Terms and Premiums Paid for Capped Calls (Details) - Capped Calls - USD ($) $ / shares in Units, $ in Thousands | Jun. 05, 2020 | Sep. 21, 2018 |
2023 Notes and 2025 Notes | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Initial strike price, subject to certain adjustments (in dollars per share) | $ 148.30 | |
Cap price, subject to certain adjustments (in dollars per share) | $ 232.62 | |
Total premium paid | $ 274,275 | |
2027 Notes | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Initial strike price, subject to certain adjustments (in dollars per share) | $ 255.34 | |
Cap price, subject to certain adjustments (in dollars per share) | $ 378.28 | |
Total premium paid | $ 137,379 |
Stock Compensation Plans and _3
Stock Compensation Plans and Stockholders' Equity - Schedule of Award Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | |
Options | ||
Shares | ||
Outstanding at the beginning of the period (in shares) | 418,743 | |
Options granted (in shares) | 41,772 | |
Options exercised (in shares) | (101,264) | |
Options forfeited and expired (in shares) | (19,438) | |
Outstanding at the end of the period (in shares) | 339,813 | 418,743 |
Vested and expected to vest at the end of the period (in shares) | 333,176 | |
Exercisable at the end of the period (in shares) | 165,472 | |
Weighted-Average Exercise Price Per Share | ||
Balances at the beginning of the period (in dollars per share) | $ / shares | $ 11.37 | |
Options granted (in dollars per share) | $ / shares | 16.83 | |
Options exercised (in dollars per share) | $ / shares | 11.62 | |
Options forfeited and expired (in dollars per share) | $ / shares | 13.25 | |
Balances at the end of the period (in dollars per share) | $ / shares | 11.87 | $ 11.37 |
Vested and expected to vest at the end of the period (in dollars per share) | $ / shares | 11.85 | |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 11.12 | |
Weighted-Average Remaining Contractual Term | ||
Weighted- Average Remaining Contractual Term | 5 years 9 months 21 days | 5 years 10 months 6 days |
Vested and expected to vest at the end of the period | 5 years 9 months 7 days | |
Vested and exercisable at the end of the period | 4 years 1 month 28 days | |
Aggregate Intrinsic Value | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 64,342 | |
Options exercised (in dollars) | $ | ||
Outstanding at the end of the period (in dollars) | $ | 44,215 | $ 64,342 |
Vested and expected to vest at the end of the period (in dollars) | $ | 43,357 | |
Vested and exercisable at the end of the period (in dollars) | $ | $ 21,654 | |
RSUs | ||
Number of Shares | ||
Balances at the beginning of the period (in shares) | 11,236,903 | |
Restricted stock granted (in shares) | 6,099,575 | |
Restricted stock vested (in shares) | (2,116,750) | |
Restricted stock forfeited and canceled (in shares) | (1,514,377) | |
Balances at the end of the period (in shares) | 13,705,351 | 11,236,903 |
Restricted stock vested and expected to vest at the end of the period (in shares) | 12,793,290 |
Stock Compensation Plans and _4
Stock Compensation Plans and Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Jan. 31, 2021 | Jun. 30, 2021 | |
Stock Compensation Plans | |||
Reversal of stock based compensation previously recognized | $ 10.8 | ||
Stock repurchase program, authorized amount | $ 1,000 | ||
Treasury stock acquired (in shares) | 1,700,000 | ||
Treasury stock acquired, average cost per share (in dollars per share) | $ 138.90 | ||
Aggregate purchase price of treasury stock acquired | $ 229.5 | ||
Treasury stock acquired not settled (in shares) | 262,000 | ||
Treasury stock acquired not settled | $ 37.3 | ||
PSUs | |||
Stock Compensation Plans | |||
Restricted stock granted (in shares) | 516,686 | ||
Performance period | 1 year | ||
RSUs | |||
Stock Compensation Plans | |||
Restricted stock granted (in shares) | 6,099,575 | ||
RSAs | |||
Stock Compensation Plans | |||
Restricted stock granted (in shares) | 10,932 | ||
Minimum | PSUs | |||
Stock Compensation Plans | |||
Award vesting rights | 0.00% | ||
Vesting period | 3 years | ||
Maximum | PSUs | |||
Stock Compensation Plans | |||
Award vesting rights | 200.00% | ||
Vesting period | 4 years | ||
Additional award vesting rights | 50.00% |
Stock Compensation Plans and _5
Stock Compensation Plans and Stockholders' Equity - Unrecognized Compensation Costs (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jul. 31, 2021USD ($)$ / shares | |
Stock Compensation Plans | |
Total unrecognized compensation cost | $ 1,727,264 |
Options | |
Stock Compensation Plans | |
Total unrecognized compensation cost related to stock options | $ 16,650 |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 6 months |
Weighted-average grant date fair value of options granted (in dollars per share) | $ / shares | $ 105.32 |
RSUs | |
Stock Compensation Plans | |
Total unrecognized compensation cost related to other awards | $ 1,554,528 |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 7 months 6 days |
Weighted-average grant date fair value of awards granted (in dollars per share) | $ / shares | $ 143.86 |
PSUs | |
Stock Compensation Plans | |
Total unrecognized compensation cost related to other awards | $ 119,973 |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 2 months 12 days |
Weighted-average grant date fair value of awards granted (in dollars per share) | $ / shares | $ 155.53 |
RSAs | |
Stock Compensation Plans | |
Total unrecognized compensation cost related to other awards | $ 36,113 |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 10 months 24 days |
Weighted-average grant date fair value of awards granted (in dollars per share) | $ / shares | $ 121.20 |
Stock Compensation Plans and _6
Stock Compensation Plans and Stockholders' Equity - RSA Activity (Details) - RSAs | 6 Months Ended |
Jul. 31, 2021shares | |
Stock Compensation Plans | |
Balances at the beginning of the period (in shares) | 485,683 |
RSA issued in connection with acquisition (in shares) | 10,932 |
RSAs vested (in shares) | (146,369) |
RSAs forfeited and canceled (in shares) | (1,400) |
Balances at the end of the period (in shares) | 348,846 |
Revenues, Accounts Receivable_3
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Disaggregation of Revenue | ||||
Total revenues | $ 605,743 | $ 491,658 | $ 1,107,794 | $ 925,735 |
Cloud services | ||||
Disaggregation of Revenue | ||||
Total revenues | 217,422 | 125,870 | 411,380 | 238,022 |
License | ||||
Disaggregation of Revenue | ||||
Total revenues | 219,600 | 176,814 | 362,881 | 325,199 |
Maintenance and services | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 168,721 | $ 188,974 | $ 333,533 | $ 362,514 |
Revenues, Accounts Receivable_4
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Concentration Risk | ||||
Revenues | $ 605,743 | $ 491,658 | $ 1,107,794 | $ 925,735 |
United States | ||||
Concentration Risk | ||||
Revenues | 416,581 | 328,374 | 763,282 | 611,506 |
International | ||||
Concentration Risk | ||||
Revenues | $ 189,162 | $ 163,284 | $ 344,512 | $ 314,229 |
Revenues, Accounts Receivable_5
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Customer Concentration Risk (Details) - Customer concentration risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
Revenues | Customer One | |||||
Concentration Risk | |||||
Concentration risk, percentage | 26.00% | 29.00% | 27.00% | 29.00% | |
Revenues | Customer Two | |||||
Concentration Risk | |||||
Concentration risk, percentage | 14.00% | 14.00% | 14.00% | 14.00% | |
Accounts receivable | Customer One | |||||
Concentration Risk | |||||
Concentration risk, percentage | 17.00% | 26.00% | |||
Accounts receivable | Customer Two | |||||
Concentration Risk | |||||
Concentration risk, percentage | 9.00% | 9.00% |
Revenues, Accounts Receivable_6
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations, Deferred Revenue - Deferred Revenue (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Recognition of deferred revenue from opening deferred balance | $ 610.7 | $ 476.9 |
Revenues, Accounts Receivable_7
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Remaining Performance Obligation (Details) $ in Millions | Jul. 31, 2021USD ($) |
Segment Reporting [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,930 |
Revenue, Remaining Performance Obligation, Percentage | 66.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-08-01 | |
Disaggregation of Revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 2,161 | $ 1,213 | $ 3,381 | $ (456) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Numerator | ||||
Net loss | $ (383,951) | $ (261,322) | $ (854,952) | $ (566,901) |
Denominator | ||||
Weighted-average common shares outstanding (in shares) | 164,374 | 159,697 | 164,005 | 159,021 |
Less: Weighted-average unvested common shares subject to repurchase or forfeiture (in shares) | (356) | (745) | (390) | (780) |
Weighted-average shares used to compute net loss per share, basic and diluted (in shares) | 164,018 | 158,952 | 163,615 | 158,241 |
Net loss per share | ||||
Net loss per share, basic and diluted (in dollars per share) | $ (2.34) | $ (1.64) | $ (5.23) | $ (3.58) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities (Details) - shares shares in Thousands | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,995 | 15,443 |
Shares subject to outstanding common stock options | ||
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 340 | 504 |
Shares subject to outstanding RSUs, PSUs and RSAs | ||
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,054 | 12,450 |
Employee stock purchase plan | ||
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,601 | 341 |
Shares underlying the conversion spread in the convertible senior notes | ||
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 2,148 |
Net Loss Per Share - Net Loss P
Net Loss Per Share - Net Loss Per Share Conversion Shares (Details) shares in Millions | Jul. 31, 2021shares$ / shares | Jul. 31, 2021$ / shares | Jul. 09, 2021$ / shares | Jun. 05, 2020$ / shares | Sep. 21, 2018$ / shares |
Potentially dilutive securities | |||||
Average market price of common stock (in dollars per share) | $ 128.02 | ||||
Convertible Senior Notes | |||||
Potentially dilutive securities | |||||
Number of shares potentially converted | shares | 22.3 | ||||
Convertible Senior Notes | 2023 Notes | |||||
Potentially dilutive securities | |||||
Initial conversion price (in dollars per share) | $ 148.30 | 148.30 | $ 148.30 | ||
Convertible Senior Notes | 2025 Notes | |||||
Potentially dilutive securities | |||||
Initial conversion price (in dollars per share) | 148.30 | 148.30 | $ 148.30 | ||
Convertible Senior Notes | 2026 Notes | |||||
Potentially dilutive securities | |||||
Initial conversion price (in dollars per share) | 160 | 160 | $ 160 | ||
Convertible Senior Notes | 2027 Notes | |||||
Potentially dilutive securities | |||||
Initial conversion price (in dollars per share) | $ 255.34 | $ 255.34 | $ 255.34 |