Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2016 | Feb. 29, 2016 | Jul. 31, 2015 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jan. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BOX | ||
Entity Registrant Name | BOX INC | ||
Entity Central Index Key | 1,372,612 | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 986 | ||
Class A Common Stock | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 42.4 | ||
Class B Common Stock | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 82 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 185,741 | $ 330,436 |
Marketable securities | 7,379 | 0 |
Accounts receivable, net of allowance of $3,678 and $3,858 | 99,542 | 54,174 |
Prepaid expenses and other current assets | 14,729 | 12,132 |
Deferred commissions | 12,603 | 9,487 |
Total current assets | 319,994 | 406,229 |
Property and equipment, net | 120,492 | 58,446 |
Intangible assets, net | 3,895 | 6,343 |
Goodwill | 14,301 | 11,242 |
Restricted cash | 27,952 | 3,367 |
Other long-term assets | 10,854 | 7,039 |
Total assets | 497,488 | 492,666 |
Current liabilities: | ||
Accounts payable | 9,862 | 17,486 |
Accrued compensation and benefits | 35,631 | 20,486 |
Accrued expenses and other current liabilities | 31,926 | 16,862 |
Capital lease obligations, current | 4,698 | 625 |
Deferred revenue | 168,051 | 107,893 |
Deferred rent | 298 | 2,701 |
Total current liabilities | 250,466 | 166,053 |
Debt, non-current | 40,000 | 40,000 |
Capital lease obligations, non-current | 7,316 | 1,238 |
Deferred revenue, non-current | 18,362 | 12,164 |
Deferred rent, non-current | 41,674 | 3,890 |
Other long-term liabilities | 1,769 | 1,192 |
Total liabilities | $ 359,587 | $ 224,537 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.0001 per share; 100,000 shares authorized, no shares issued and outstanding as of January 31, 2016 and January 31, 2015 | ||
Additional paid-in capital | $ 871,491 | $ 798,743 |
Treasury stock | (1,177) | (1,177) |
Accumulated other comprehensive loss | (84) | (56) |
Accumulated deficit | (732,341) | (529,393) |
Total stockholders’ equity | 137,901 | 268,129 |
Total liabilities and stockholders’ equity | 497,488 | 492,666 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | 4 | 1 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | $ 8 | $ 11 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Allowance for accounts receivable | $ 3,678 | $ 3,858 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.0001 | |
Common Stock, shares authorized | 1,300,000,000 | |
Class A Common Stock | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, shares issued | 42,266,000 | 14,455,000 |
Common Stock, shares outstanding | 42,266,000 | 14,455,000 |
Class B Common Stock | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 81,855,000 | 105,200,000 |
Common Stock, shares outstanding | 81,855,000 | 105,200,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 302,704 | $ 216,440 | $ 124,192 |
Cost of revenue | 87,100 | 47,273 | 25,974 |
Gross profit | 215,604 | 169,167 | 98,218 |
Operating expenses: | |||
Research and development | 102,500 | 66,402 | 45,967 |
Sales and marketing | 242,184 | 207,749 | 171,188 |
General and administrative | 71,923 | 61,672 | 39,843 |
Total operating expenses | 416,607 | 335,823 | 256,998 |
Loss from operations | (201,003) | (166,656) | (158,780) |
Remeasurement of redeemable convertible preferred stock warrant liability | 126 | (8,477) | |
Interest expense, net | (1,157) | (2,009) | (3,705) |
Other income (expense), net | (98) | (257) | (26) |
Loss before provision (benefit) for income taxes | (202,258) | (168,796) | (170,988) |
Provision (benefit) for income taxes | 690 | (569) | (2,431) |
Net loss | (202,948) | (168,227) | (168,557) |
Accretion of redeemable convertible preferred stock | 0 | (11,503) | (341) |
Deemed dividend on the conversion of Series F redeemable convertible preferred stock | (2,262) | ||
Net loss attributable to common stockholders | $ (202,948) | $ (181,992) | $ (168,898) |
Net loss per common share attributable to common stockholders, basic and diluted | $ (1.67) | $ (11.48) | $ (14.89) |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 121,240 | 15,854 | 11,341 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | ||
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (202,948) | $ (168,227) | $ (168,557) | |
Other comprehensive income (loss): | ||||
Changes in foreign currency translation adjustment | [1] | (26) | (71) | 15 |
Net change in unrealized gains on available-for-sale investments | [1] | (2) | ||
Other comprehensive income (loss) | [1] | (28) | (71) | 15 |
Comprehensive loss | $ (202,976) | $ (168,298) | $ (168,542) | |
[1] | Tax effect was not material |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series E-1 Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock | Series D-1 Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock | Class A and Class B Common Stock | Crocodoc Inc | Crocodoc IncClass A and Class B Common Stock | Redeemable Convertible Preferred Stock | Additional Paid-in Capital | Additional Paid-in CapitalCrocodoc Inc | Treasury Stock | Accumulated Other Comprehensive Income | Accumulated Deficit | |
Balance, Beginning at Jan. 31, 2013 | $ (183,656) | $ 1 | $ 281,899 | $ 10,129 | $ (1,177) | $ (192,609) | |||||||||||
Balance, Beginning, Shares at Jan. 31, 2013 | 10,429,000 | 69,999,000 | |||||||||||||||
Issuance of Stock | $ 99,944 | ||||||||||||||||
Issuance of Stock (in shares) | 5,555,000 | ||||||||||||||||
Issuance of redeemable convertible preferred stock exercise of warrants | 10,000 | $ 6,669 | $ 3,168 | $ 1,196 | |||||||||||||
Issuance of redeemable convertible preferred stock exercise of warrants (in shares) | 423,000 | 199,000 | 62,000 | ||||||||||||||
Issuance of common stock in connection with acquisition | $ 4,742 | $ 4,742 | |||||||||||||||
Issuance of common stock in connection with acquisition (in shares) | 813,000 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 2,077 | 2,077 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,268,000 | ||||||||||||||||
Stock-based compensation related to stock awards | 11,749 | 11,749 | |||||||||||||||
Stock-based compensation related to stock awards (in shares) | 395,000 | ||||||||||||||||
Issuance of common stock in connection with the purchase of intangible assets | 324 | 324 | |||||||||||||||
Issuance of common stock in connection with the purchase of intangible assets (in shares) | 50,000 | ||||||||||||||||
Vesting of early exercised stock options | 1,135 | 1,135 | |||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (341) | $ 341 | (341) | ||||||||||||||
Other comprehensive income (loss) | 15 | [1] | $ 15 | ||||||||||||||
Net loss | (168,557) | (168,557) | |||||||||||||||
Balance, Ending at Jan. 31, 2014 | (332,512) | $ 1 | $ 393,217 | 29,815 | (1,177) | 15 | (361,166) | ||||||||||
Balance, Ending, Shares at Jan. 31, 2014 | 13,955,000 | 76,238,000 | |||||||||||||||
Issuance of Stock | 181,477 | $ 149,614 | $ 2 | 181,475 | |||||||||||||
Issuance of Stock (in shares) | 7,500,000 | 14,375,000 | |||||||||||||||
Issuance of redeemable convertible preferred stock exercise of warrants | 1,220 | $ 1,220 | |||||||||||||||
Issuance of redeemable convertible preferred stock exercise of warrants (in shares) | 85,000 | ||||||||||||||||
Issuance of common stock in connection with acquisition | 5,239 | 5,239 | |||||||||||||||
Issuance of common stock in connection with acquisition (in shares) | 409,000 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 5,918 | 5,918 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,306,816 | 2,307,000 | |||||||||||||||
Stock-based compensation related to stock awards | $ 31,929 | 31,929 | |||||||||||||||
Stock-based compensation related to stock awards (in shares) | 343,000 | ||||||||||||||||
Vesting of restricted stock units and restricted stock awards, net of shares withheld for employee payroll taxes | 38,000 | ||||||||||||||||
Employee payroll taxes withheld related to vesting of restricted stock units and restricted stock awards | (359) | (359) | |||||||||||||||
Vesting of early exercised stock options | 684 | 684 | |||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (11,503) | $ 11,503 | (11,503) | ||||||||||||||
Deemed dividend on the conversion of Series F redeemable convertible preferred stock | (2,262) | $ 2,262 | $ 2,262 | (2,262) | |||||||||||||
Deemed dividend on the conversion of Series F redeemable convertible preferred stock (in shares) | 4,405,000 | 4,405,000 | |||||||||||||||
Conversion of redeemable convertible preferred stock to common stock | 557,816 | $ 9 | $ (557,816) | 557,807 | |||||||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 88,228,000 | (88,228,000) | |||||||||||||||
Other comprehensive income (loss) | (71) | [1] | (71) | ||||||||||||||
Net loss | (168,227) | (168,227) | |||||||||||||||
Balance, Ending at Jan. 31, 2015 | 268,129 | $ 12 | 798,743 | (1,177) | (56) | (529,393) | |||||||||||
Balance, Ending, Shares at Jan. 31, 2015 | 119,655,000 | ||||||||||||||||
Issuance of common stock in connection with acquisition | 6,108 | 6,108 | |||||||||||||||
Issuance of common stock in connection with acquisition (in shares) | 344,000 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 7,164 | 7,164 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,196,516 | 2,197,000 | |||||||||||||||
Stock-based compensation related to stock awards | $ 59,504 | 59,504 | |||||||||||||||
Vesting of restricted stock units and restricted stock awards, net of shares withheld for employee payroll taxes | 1,016,000 | ||||||||||||||||
Employee payroll taxes withheld related to vesting of restricted stock units and restricted stock awards | (10,436) | (10,436) | |||||||||||||||
Restricted stock awards granted to non-employees (in shares) | 11,000 | ||||||||||||||||
Restricted stock awards forfeited due to termination (in shares) | (13,000) | ||||||||||||||||
Vesting of shares subject to repurchase | 126 | 126 | |||||||||||||||
Repurchase of shares | (24,000) | ||||||||||||||||
Common stock issued under employee stock purchase plan | 10,282 | 10,282 | |||||||||||||||
Common stock issued under employee stock purchase plan (in shares) | 935,000 | ||||||||||||||||
Other comprehensive income (loss) | (28) | [1] | (28) | ||||||||||||||
Net loss | (202,948) | (202,948) | |||||||||||||||
Balance, Ending at Jan. 31, 2016 | $ 137,901 | $ 12 | $ 871,491 | $ (1,177) | $ (84) | $ (732,341) | |||||||||||
Balance, Ending, Shares at Jan. 31, 2016 | 124,121,000 | ||||||||||||||||
[1] | Tax effect was not material |
CONSOLIDATED STATEMENTS OF RED7
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Series E-1 Redeemable Convertible Preferred Stock | ||
Issuance of redeemable convertible preferred stock issuance cost | $ 36 | |
Series F Redeemable Convertible Preferred Stock | ||
Issuance of redeemable convertible preferred stock issuance cost | $ 386 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (202,948) | $ (168,227) | $ (168,557) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 40,394 | 29,019 | 17,867 |
Stock-based compensation expense | 59,504 | 31,929 | 11,749 |
Amortization of deferred commissions | 15,816 | 12,079 | 13,500 |
Remeasurement of redeemable convertible preferred stock warrant liability | (126) | 8,477 | |
Release of deferred tax valuation allowance | 0 | (1,117) | (2,590) |
Other | 1,089 | 278 | 212 |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable, net | (45,368) | (11,487) | (25,157) |
Deferred commissions | (21,725) | (16,187) | (13,999) |
Prepaid expenses and other assets, current and noncurrent | (25,717) | (2,521) | (3,792) |
Accounts payable | (4,022) | 3,231 | (3,177) |
Accrued expenses and other liabilities | 17,943 | 6,952 | 24,055 |
Deferred rent | 32,357 | 1,292 | (330) |
Deferred revenue | 66,356 | 29,985 | 49,973 |
Net cash used in operating activities | (66,321) | (84,900) | (91,769) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of marketable securities | (112,521) | ||
Sales of marketable securities | 78,427 | ||
Maturities of marketable securities | 26,370 | ||
Purchases of property and equipment | (72,939) | (38,681) | (24,424) |
Proceeds from sale of property and equipment | 73 | ||
Acquisitions and purchases of intangible assets, net of cash acquired | (271) | (202) | (7,761) |
Net cash used in investing activities | (80,861) | (38,883) | (32,185) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from initial public offering, net of offering costs | (2,172) | 184,237 | (588) |
Proceeds from borrowings, net of borrowing costs | 39,860 | 12,000 | 32,744 |
Principal payments on borrowings | (40,000) | (6,000) | (30,971) |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 149,614 | 99,944 | |
Proceeds from exercise of redeemable convertible preferred stock warrants | 1,033 | ||
Proceeds from exercise of stock options, net of repurchases of early exercised stock options | 7,015 | 6,016 | 3,003 |
Proceeds from issuances of common stock under employee stock purchase plan | 10,282 | ||
Employee payroll taxes paid related to net share settlement of restricted stock units | (10,436) | (359) | |
Payments of capital lease obligations | (2,036) | (69) | |
Net cash provided by financing activities | 2,513 | 345,439 | 105,165 |
Effect of exchange rate changes on cash and cash equivalents | (26) | (71) | 15 |
Net increase (decrease) in cash and cash equivalents | (144,695) | 221,585 | (18,774) |
Cash and cash equivalents, beginning of period | 330,436 | 108,851 | 127,625 |
Cash and cash equivalents, end of period | 185,741 | 330,436 | 108,851 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest, net of amounts capitalized | 1,183 | 1,099 | 3,461 |
Cash paid for income taxes, net of tax refunds | 832 | 157 | 86 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Conversion of redeemable convertible preferred stock to common stock | 557,816 | ||
Accretion of redeemable convertible preferred shares | 0 | 11,503 | 341 |
Deemed dividend on the conversion of Series F redeemable convertible preferred stock | 2,262 | ||
Change in accrued equipment purchases | 10,766 | 2,110 | 2,768 |
Purchases of property and equipment under capital lease | 13,138 | 1,952 | |
Issuance of redeemable convertible preferred stock exercise of warrants | 1,220 | 10,000 | |
Issuance of common stock in connection with acquisitions and purchases of intangible assets | 6,108 | 5,239 | 5,066 |
Vesting of early exercised stock options and restricted stock | 127 | 684 | 1,135 |
Change in unpaid deferred offering costs | $ (2,172) | $ 417 | $ 1,755 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Jan. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Description of Business We were incorporated in the state of Washington in April 2005, and were reincorporated in the state of Delaware in March 2008. We changed our name from Box.Net, Inc. to Box, Inc. in November 2011. Box provides an enterprise content management platform that enables organizations of all sizes to securely manage enterprise content while allowing easy, secure access and sharing of this content from anywhere, on any device. Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the consolidated accounts of Box, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Prior Period Reclassifications Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Initial Public Offering In January 2015 we completed our initial public offering (IPO) in which we issued and sold 14,375,000 shares of Class A common stock, including 1,875,000 shares to cover an over-allotment option, at a public offering price of $14.00 per share. We received net proceeds of $187.2 million after deducting underwriting discounts and commissions of $14.1 million but before deducting offering costs of $5.7 million, of which $2.9 million and $588,000, respectively, was paid in the years ended January 31, 2015 and 2014, and the remaining $2.2 million was paid after January 31, 2015. In addition, in connection with our IPO: · We authorized a new class of Class A common stock and a new class of Class B common stock. All prior periods presented have been updated to reflect the new common stock classes. · All 17,051,820 shares of our then-outstanding common stock were reclassified into an equivalent number of shares of our Class B common stock. · All 76,238,097 shares of our then-outstanding redeemable convertible preferred stock other than our Series F redeemable convertible preferred stock were converted and reclassified into an equivalent number of shares of our Class B common stock. · 7,500,000 shares of our then-outstanding Series F redeemable convertible preferred stock were converted and reclassified into 11,904,759 shares of our Class B common stock. Included in this amount were incremental shares issued in accordance with the contractual conversion rights of our Series F redeemable convertible preferred stock. The additional shares resulted in a beneficial conversion feature, and we recorded a $2.3 million deemed dividend to Series F redeemable convertible preferred stockholders upon the IPO. · We issued 85,354 shares of Series A redeemable convertible preferred stock upon the net exercise of our Series A redeemable convertible preferred stock warrant, which occurred immediately prior to the completion of our IPO. These shares were converted and reclassified into an equivalent number of shares of our Class B common stock. As a result, we reclassified our redeemable convertible preferred stock warrant liability balance to additional-paid-in capital upon IPO. · We reclassified $5.7 million of deferred issuance costs previously recorded in other long-term assets as an offset to the proceeds from our IPO. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ from these estimates. Such estimates include, but are not limited to, the determination of the allowance for accounts receivable, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair values of redeemable convertible preferred stock warrants, best estimate of selling price included in multiple-deliverable revenue arrangements, fair values of stock-based awards, legal contingencies, and the provision for income taxes, including related reserves, among others. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Revenue Recognition We derive our revenue from three sources: (1) subscription revenue, which is comprised of subscription fees from customers utilizing our cloud-based enterprise content management platform and other subscription-based services, which all include routine customer support; (2) revenue from customers purchasing our premier support package; and (3) revenue from professional services such as implementing best practice use cases, project management and implementation consulting services. We recognize revenue when all of the following conditions are met: · there is persuasive evidence of an arrangement; · the service has been provided to the customer; · the collection of fees is reasonably assured; and · the amount of fees to be paid by the customer is fixed or determinable. We typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. Our subscription and support contracts are typically non-cancellable and do not contain refund-type provisions. Revenue is presented net of sales and other taxes we collect on behalf of governmental authorities. In instances where we collect fees in advance of service delivery, revenue under the contract is deferred until we successfully deliver such services. Subscription revenue is recognized ratably over the period of the subscription beginning once all requirements for revenue recognition have been met, including provisioning the service so that it is available to our customers. Premier support is sold together with the subscription services, and the term of the premier support is generally the same as the related subscription services arrangement. Accordingly, we recognize premier support revenue in the same manner as the associated subscription hosting service. Professional services revenue is recognized as the services are rendered for time and material contracts, and using the proportional performance method over the period the services are performed for fixed price contracts. We assess collectability based on a number of factors, such as past collection history and creditworthiness of the customer. If management determines collectability is not reasonably assured, we defer revenue recognition until collectability becomes reasonably assured. Our arrangements can include multiple elements which may consist of some or all of subscription services, premier support and professional services. When multiple-element arrangements exist, we evaluate whether these individual deliverables should be accounted for as separate units of accounting or one single unit of accounting. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the delivered item or items must have standalone value upon delivery. A delivered item has standalone value to the customer when either (1) any vendor sells that item separately or (2) the customer could resell that item on a standalone basis. Our subscription services have standalone value as such services are often sold separately. Our premier support services do not have standalone value because we and other vendors do not sell premier support services separately. Our professional services have standalone value because there are other vendors which sell the same professional services separately. For new services, we assess standalone value consistently with the foregoing policy. Accordingly, we consider the separate units of accounting in our multiple deliverable arrangements to be the professional services, subscription services or a combined deliverable comprised of subscription services and premier support services. When multiple deliverables included in an arrangement are separable into different units of accounting, the arrangement consideration is allocated to the identified separate units of accounting based on their relative selling price. Multiple-element arrangement accounting guidance provides a hierarchy to use when determining the relative selling price for each unit of accounting. Vendor-specific objective evidence (VSOE) of selling price, based on the price at which the item is regularly sold by the vendor on a standalone basis, should be used if it exists. If VSOE of selling price is not available, third-party evidence (TPE) of selling price is used to establish the selling price if it exists. We have not established VSOE for our subscription services, premier support or professional services due to lack of pricing consistency, the introduction of new services and other factors. We have also concluded that third-party evidence of selling price is not a practical alternative due to differences in our service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, we use our best estimate of selling price (BESP) to determine the relative selling price for our subscription, premier support and professional services offerings. For arrangements with multiple deliverables which can be separated into different units of accounting, we allocate the arrangement fee to the separate units of accounting based on our BESP. The amount of arrangement fee allocated is limited by contingent revenue, if any. We determined BESP by considering our overall pricing objectives and market conditions. Significant pricing practices taken into consideration for our subscription services, which may also include premier support, and professional services, include discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where services are sold, price lists, our go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made through consultation with and approval by our management, taking into consideration the go-to-market strategy. As our go-to-market strategies evolve, we may modify our pricing practices in the future, which could result in changes in relative selling prices. Cost of Revenue Cost of revenue consists primarily of costs related to providing our subscription services to our paying customers, including employee compensation and related expenses for datacenter operations, customer support and professional services personnel, payments to outside technology service providers, depreciation of servers and equipment, security services and other tools, as well as amortization of acquired technology. We allocate overhead such as rent, information technology costs and employee benefit costs to all departments based on headcount. As such, general overhead expenses are reflected in cost of revenue and each of the operating expense categories set forth below. We expect our cost of revenue to increase in dollars and may increase as a percentage of revenue as we continue to invest in our datacenter operations and customer support to support the growth of our business, our customer base, as well as our international expansion. Deferred Commissions Deferred commissions consist of direct incremental costs paid to our sales force associated with non-cancellable terms of the related contracts. The deferred commission amounts are recoverable through future revenue streams under the non-cancellable customer contracts. Direct sales commissions are deferred when earned and amortized over the same period that revenue is recognized for the related non-cancellable subscription period. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations. We deferred sales commissions costs of $21.7 million, $16.2 million and $14.0 million during the years ended January 31, 2016, 2015 and 2014, and amortized $15.8 million, $12.1 million and $13.5 million of deferred commissions during the same periods. Deferred Revenue Deferred revenue consists of billings and payments received in advance of revenue recognition generated by our subscription services, premier customer support and professional services described above. For these services, we typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multiyear, non-cancellable subscription contracts. Certain Risks and Concentrations Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and accounts receivable. Although we deposit our cash with multiple financial institutions, our deposits, at times, may exceed federally insured limits. We sell to a broad range of customers. Our revenue is derived substantially from the United States across a multitude of industries. Accounts receivable are derived from the delivery of our services to customers primarily located in the United States. We accept and settle our accounts receivable using credit cards, electronic payments and checks. A majority of our lower dollar value invoices are settled by credit card on or near the date of the invoice. We do not require collateral from customers to secure accounts receivable. We maintain an allowance for accounts receivable based upon the expected collectability, which takes into consideration specific customer creditworthiness and current economic trends. We believe collections of our accounts receivable are reasonably assured based on the size, industry diversification, financial condition and past transaction history of our customers. As of January 31, 2016 and 2015, no single customer accounted for more than 10% of total accounts receivable. No single customer represented over 10% of revenue in any of the years ended January 31, 2016, 2015 and 2014. We serve our customers and users from datacenter facilities operated by third parties. In order to reduce the risk of down time of our enterprise cloud content management services, we have established datacenters in various locations in the United States. We have internal procedures to restore services in the event of disaster at one of our current datacenter facilities. Even with these procedures for disaster recovery in place, our cloud services could be significantly interrupted during the implementation of the procedures to restore services. Geographic Locations For the year ended January 31, 2016, January 31, 2015 and January 31, 2014 revenue attributed to the United States was 82%, 79% and 80%, respectively. No other country outside of the United States comprised 10% or greater of our revenue for the year ended January 31, 2016, January 31, 2015 and January 31, 2014. Substantially all of our net assets are located in the United States. As of January 31, 2016 and 2015, property and equipment located in the United States was approximately 99% and 98%, respectively. Foreign Currency Translation and Transactions The functional currency of our principal foreign subsidiaries is generally the U.S. dollar. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars for those entities that do not have U.S. dollars as their functional currency are recorded as part of a separate component of the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in the consolidated statements of operations for the period. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Translation adjustments at the balance sheet dates were not material. Transaction gains and losses recognized were not material for all periods presented. Cash and Cash Equivalents We consider all highly liquid investments with an initial maturity of 90 days or less at the date of purchase to be cash equivalents. We maintain such funds in overnight cash deposits. Restricted Cash Restricted cash is comprised of certificates of deposit related to our credit card processing and leases. These restricted cash balances have been excluded from our cash and cash equivalents balance and is classified as restricted cash on our consolidated balance sheets. The amount of restricted cash as of January 31, 2016 and 2015 was $28.0 million and $3.4 million, respectively, which was classified as non-current. Marketable Securities Our marketable securities consist of short-term, investment-grade corporate debt and asset-backed securities. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income (loss). We evaluate our investments to assess whether those with unrealized loss positions are other than temporarily impaired. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value deemed to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Gross realized gains and losses on marketable securities were not material for the year ended January 31, 2016. We held no marketable securities during the years ended January 31, 2015 and 2014. Fair Value of Financial Instruments Our financial assets and financial liabilities which include cash equivalents, marketable securities, restricted cash and redeemable convertible preferred stock warrants are measured and recorded at fair value on a recurring basis. We measure certain other assets including our non-marketable equity securities at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. Our other current financial assets have fair values which approximate their carrying value due to their short term maturities. Accounts Receivable and Related Allowance Accounts receivable are recorded at the invoiced amounts and do not bear interest. We maintain an allowance for estimated losses inherent in our accounts receivable portfolio. We assess the collectability of the accounts by taking into consideration the aging of our trade receivables, historical experience, and management judgment. We write off trade receivables against the allowance when management determines a balance is uncollectible and no longer actively pursues collection of the receivable. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, generally two to three years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Depreciation commences once the asset is placed in service. Construction in progress is primarily related to the construction or development of property and equipment which have not yet been placed in service for their intended use. Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charge during the years presented. We review goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We have elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If we determine that it is more likely than not that its fair value is less than its carrying amount, then the two-step goodwill impairment test will be performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step will be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. As of January 31, 2016, no impairment of goodwill has been identified. Acquired finite-lived intangible assets are typically amortized on a straight-line basis over the estimated useful lives of the assets, which is generally two to seven years. Legal Contingencies From time to time, we are a party of litigation and subject to claims that arise in the ordinary course of business. We investigate these claims as they arise, and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Because the results of litigation and claims cannot be predicted with certainty, we base our loss accruals on the best information available at the time. As additional information becomes available, we reassess our potential liability and may revise our estimates. Such revisions could have a material impact on future quarterly or annual results of operations. Research and Development Costs Research and development costs include personnel costs, including stock-based compensation expense, associated with our engineering personnel and consultants responsible for the design, development and testing of the product, depreciation of equipment used in research and development and allocated facilities and information technology costs. Research and development costs are expensed as incurred. Internal-Use Software Costs We capitalize costs to develop software for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once an application has reached the development stage, management has authorized and committed to the funding of the software project, it is probable the project will be completed and the software will be used to perform the function intended, internal and external costs, if direct and incremental, are capitalized until the application is substantially complete and ready for its intended use. There were no material qualifying costs incurred during the application development stage in any of the periods presented. Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs for the years ended January 31, 2016, 2015 and 2014 were $28.5 million, $28.6 million and $25.0 million and, respectively. Stock-Based Compensation We determine the fair value of stock options and purchase rights issued to employees under our 2015 Equity Incentive Plan (2015 Plan) and 2015 Employee Stock Purchase Plan (2015 ESPP), on the date of grant using the Black-Scholes option pricing model, which is impacted by the fair value of our common stock, as well as changes in assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected common stock price volatility over the term of the awards, the expected term of the awards, risk-free interest rates and the expected dividend yield. Prior to our IPO in January 2015, the fair value of restricted stock units and restricted stock was determined by the estimated fair value of our common stock at the time of grant. We use the market closing price of our Class A common stock as reported on the New York Stock Exchange for the fair value of restricted stock units and restricted stock granted after our IPO. We recognize compensation expense for stock options, restricted stock units and restricted stock on a straight-line basis over the period during which an employee is required to provide services in exchange for the award (generally the vesting period of the award). We estimate future forfeitures at the date of grant and revise the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We recognize compensation expense for our 2015 ESPP on a straight-line basis. Compensation expense for stock options issued to nonemployees is calculated using the Black-Scholes option pricing model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. Redeemable Convertible Preferred Stock Warrant Liability We account for freestanding warrants to purchase shares of our redeemable convertible preferred stock as a liability on the consolidated balance sheets. The redeemable convertible preferred stock warrants are recorded as a liability because the underlying shares of redeemable convertible preferred stock are optionally redeemable and, therefore, may obligate us to transfer assets at some point in the future. The warrants are recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date, with any change in fair value recognized as a separate line item on the consolidated statements of operations. We recognized a remeasurement gain of $126,000 for the year ended January 31, 2015. We recognized remeasurement losses of $8.5 million for the year ended January 31, 2014. In connection with our IPO, we reclassified the redeemable convertible preferred stock warrant liability to additional paid-in capital (see Note 9). As of January 31, 2016 and 2015, there were no longer any redeemable convertible preferred stock warrants outstanding. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the temporary differences between the financial statement and tax basis of assets and liabilities using the enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in income tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts we believe is more likely than not to be realized. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Recent Accounting Pronouncement In February 2016, the FASB issued ASU 2016-02, Leases In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments In May 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended |
Jan. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities and Fair Value Measurements | Note 3. Marketable Securities and Fair Value Measurements Marketable Securities We held no marketable securities as of January 31, 2015. The following is a summary of our marketable securities as of January 31, 2016 (in thousands). January 31, 2016 Amortized Unrealized Unrealized Estimated Cost Gain Loss Fair Value Corporate debt securities $ 5,560 $ — $ (1 ) $ 5,559 Asset-backed securities 1,821 — (1 ) 1,820 $ 7,381 $ — $ (2 ) $ 7,379 We do not intend to sell the investments that are in an unrealized loss position, and it is unlikely that we will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. None of our marketable securities had been in an unrealized loss position for greater than 12 months as of January 31, 2016. Based on our evaluation of available evidence we concluded that the gross unrealized losses on our marketable securities as of January 31, 2016, are temporary in nature. The amortized cost and estimated fair value of our marketable securities as of January 31, 2016 are shown below by contractual maturity (in thousands). January 31, 2016 Amortized Estimated Cost Fair Value Less than one year $ 5,560 $ 5,559 Due in one to five years 1,821 1,820 $ 7,381 $ 7,379 During the year ended January 31, 2016, we sold marketable securities for a total proceeds of $78.4 million. Net realized gains and losses from sales of our marketable securities for the year ended January 31, 2016 were not significant. Fair Value Measurements We define fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: · Level 1—Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities. · Level 2—Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. · Level 3—Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. We measure our marketable securities, restricted cash and redeemable convertible preferred stock warrant liability at fair value on a recurring basis. We classify our marketable securities and restricted cash within Level 1 or Level 2 because they are valued using either quoted market prices for identical assets or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. We classify our redeemable convertible preferred stock warrants within Level 3 because they are valued using valuation techniques using certain inputs which are unobservable in the market. The following tables set forth the fair value of our financial assets and liabilities measured at fair value on a recurring basis as of January 31, 2016 and 2015, using the above input categories (in thousands): January 31, 2016 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: Corporate debt securities $ — $ 5,559 $ — $ 5,559 Asset-backed securities — 1,820 — 1,820 Restricted cash: Certificates of deposit — 26,968 — 26,968 Money market funds 984 — — 984 Total assets measured at fair value $ 984 $ 34,347 $ — $ 35,331 January 31, 2015 Level 1 Level 2 Level 3 Fair Value Assets Restricted cash: Certificates of deposit $ — $ 3,367 $ — $ 3,367 Total assets measured at fair value $ — $ 3,367 $ — $ 3,367 Fair Value of Redeemable Convertible Preferred Stock Warrant Liability Prior to our IPO, we determined the fair value of the redeemable convertible preferred stock warrants by first deriving the business enterprise value (BEV) of the Company using valuation methods, including combinations of methods, as deemed appropriate under the circumstances applicable at the valuation date. Once we determined an estimated BEV, we utilized the option pricing method (OPM) to allocate the BEV to the various classes of the Company’s equity, including the Company’s preferred stock. Once the per share value of preferred stock was determined, we used this concluded per share value as the fair value of the shares input within the Black-Scholes option pricing model that was utilized to determine the fair value of the redeemable convertible preferred stock warrants. In addition to the fair value of the shares input, the Black-Scholes option pricing model includes assumptions related to the exercise price, expected volatility, expected term, risk-free interest rate, and the expected dividend yield. The estimated expected volatility was based on the volatility of common stock of a group of comparable, publicly-traded companies. The estimated expected term was based on the estimated time to liquidity event. The risk-free interest rate was based on the U.S. Treasury yield for a term consistent with the estimated expected term. The significant unobservable inputs used in the fair value measurement of the redeemable convertible preferred stock warrant liability are the fair value of the underlying stock at the valuation date, the expected volatility, and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock, expected volatility and expected term would result in a directionally similar impact to the fair value measurement. The following table provides a roll-forward of the fair value of the redeemable convertible preferred stock warrants categorized as Level 3 (in thousands): Balance at January 31, 2013 $ 2,869 Remeasurement 8,477 Exercise of redeemable convertible preferred stock warrants (10,000 ) Balance at January 31, 2014 1,346 Remeasurement (126 ) Exercise of redeemable convertible preferred stock warrants (1,220 ) Balance at January 31, 2015 $ — There was no redeemable preferred stock warrants activity during the year ended January 31, 2016. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jan. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): January 31, 2016 2015 Servers $ 111,015 $ 81,068 Leasehold improvements 70,106 13,400 Computer hardware and software 11,009 8,724 Furniture and fixtures 10,461 5,046 Construction in progress 4,808 4,815 Total property and equipment 207,399 113,053 Less: accumulated depreciation (86,907 ) (54,607 ) Total property and equipment, net $ 120,492 $ 58,446 As of January 31, 2016, the gross carrying amount of property and equipment includes $13.9 million of servers and $1.2 million of construction in progress acquired under capital leases, and the accumulated depreciation of property and equipment acquired under these capital leases was $2.4 million. As of January 31, 2015, the gross carrying amount of property and equipment includes $1.9 million of servers and $69,000 of construction in progress acquired under capital leases, and the accumulated depreciation of property and equipment acquired under these capital leases was $140,000. Depreciation expense related to property and equipment was $34.8 million, $25.4 million and $15.9 million for the years ended January 31, 2016, 2015 and 2014, respectively. Included in these amount were depreciation expense for servers acquired under capital leases in the amount of $2.3 million, $140,000 and $0, for the same periods respectively. Construction in progress primarily consists of servers, networking equipment and storage infrastructure being provisioned in our third party datacenter hosting facilities as well as leasehold improvements. In addition, the amounts of interest capitalized to property and equipment were $400,000, $311,000 and $284,000 for the years ended January 31, 2016, 2015 and 2014, respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Jan. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Note 5. Acquisition Fiscal 2016 Acquisitions Verold Inc. On May 4, 2015, for a total purchase price of $5.4 million (in our common stock), we acquired certain assets of, and hired certain employees from, Verold Inc., a privately-held technology company which has built a cloud-based 3D model viewer and editor. The acquisition has been accounted for as a business combination. Of the $5.4 million, $2.8 million was attributed to developed technology and $2.6 million to goodwill. Developed technology is being amortized on a straight-line basis over an estimated useful life of two years. Goodwill is primarily attributable to the enhancement of the Box user experience and the value of acquired personnel. Goodwill is deductible for U.S. income tax purposes. Transaction costs related to this acquisition were immaterial. Results of operations for this acquisition have been included in our consolidated statements of operations since the acquisition date and were not material. Pro forma results of operations for this acquisition have not been presented because they were also not material to the consolidated results of operations. Other Acquisitions During the year ended January 31, 2016, we purchased and licensed certain assets of two other companies for an aggregate purchase price of $764,000. We accounted for these transactions as business combinations. In allocating the purchase consideration based on estimated fair values, we recorded $349,000 of developed technology and $415,000 of goodwill. Goodwill for these acquisitions is deductible for U.S. income tax purposes. Developed technology is being amortized on a straight-line basis over an estimated useful life of two years. These acquisitions are expected to enhance our Box service by leveraging the acquired companies’ technologies, along with gaining access to their key talent. Aggregate transaction costs related to these acquisitions were immaterial. Results of operations for these acquisitions have been included in our consolidated statements of operations since the acquisition dates and were not material. Pro forma results of operations for these acquisitions have not been presented because they were also not material to the consolidated results of operations. Fiscal 2015 Acquisitions During the year ended January 31, 2015, we acquired two companies for an aggregate purchase price of $5.5 million (in 408,166 shares of our common stock valued at $5.2 million and cash of $230,000). We accounted for these transactions as business combinations. In allocating the purchase consideration based on estimated fair values, we recorded $3.4 million of developed technology, $3.2 million of goodwill, $25,000 of net tangible assets, and $1.1 million of deferred tax liabilities. Goodwill for these acquisitions is not deductible for tax purposes. Developed technology is being amortized on a straight-line basis over an estimated useful life of two years. These acquisitions are expected to enhance our Box service by leveraging the acquired companies’ technologies, along with gaining access to their engineering teams. In addition, upon acquisitions we issued and aggregate of 344,667 shares of our common stock valued at $4.5 million. We are also obligated to make cash payments of up to an aggregate of $889,000. Both the common stock and the cash payments are additional consideration which is contingent upon former employees of the acquired companies continuing to be employed by us. We determined that this additional consideration was not part of the purchase price and will be recognized as post-acquisition compensation expense over the related requisite service period. Also, in connection with one of the acquisitions, we agreed to give certain employees of the acquired company bonus awards of cash payments up to an aggregate of $381,000 and issue up to an aggregate of 155,787 shares of our common stock valued at $2.0 million. These bonus awards are subject to continued employment with us and will be recognized as post-acquisition compensation expense over the related requisite service period. Aggregate transaction costs related to these acquisitions were approximately $575,000, which were recorded as general and administrative expense as incurred. Results of operations for these acquisitions have been included in our consolidated statements of operations since the acquisition dates and were not material. Pro forma results of operations for these acquisitions have not been presented because they were also not material to the consolidated results of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jan. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6. Goodwill and Intangible Assets Goodwill activity is reflected in the following table (in thousands): Balance as of January 31, 2014 $ 8,081 Goodwill acquired 3,161 Balance as of January 31, 2015 11,242 Goodwill acquired—Verold 2,644 Goodwill acquired—Other 415 Balance as of January 31, 2016 $ 14,301 Intangible assets consisted of the following (in thousands): Weighted Average Useful Life (1) Gross Value Accumulated Amortization Net Carrying Value January 31, 2016 Developed technology 2.5 years $ 14,273 $ (10,711 ) $ 3,562 Trade name and other 6.9 years 1,201 (868 ) 333 Intangibles, net $ 15,474 $ (11,579 ) $ 3,895 January 31, 2015 Developed technology 2.7 years $ 11,124 $ (5,268 ) $ 5,856 Trade name and other 6.9 years 1,201 (714 ) 487 Intangibles, net $ 12,325 $ (5,982 ) $ 6,343 (1) From the date of acquisition Intangible amortization expense was $5.6 million, $3.6 million and $2.0 million for the years ended January 31, 2016, 2015 and 2014, respectively. Amortization of acquired technology is included in cost of revenue and amortization for trade names is included in general and administrative expenses in the consolidated statements of operations. As of January 31, 2016, expected amortization expense for intangible assets for each of the next five years and thereafter was as follows (in thousands): Years ending January 31: 2017 $ 3,352 2018 519 2019 23 2020 1 2021 and thereafter — $ 3,895 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Letters of Credit At January 31, 2016 and 2015, we had letters of credit in the amount of $27.0 million and $27.0 million, respectively, in connection with our facility leases. These letters of credit mature at various dates through December 1, 2018. At January 31, 2016 and 2015, certain letters of credit are collateralized by certificates of deposit held by us in the amount of $27.0 million and $2.0 million, respectively. Refer to Note 8 for additional details. Leases We have entered into various non-cancellable operating lease agreements for certain of our offices and datacenters with lease periods expiring between fiscal 2017 and 2029. Certain of these arrangements have free or escalating rent payment provisions and optional renewal clauses. We are also committed to pay a portion of the actual operating expenses under certain of these lease agreements. These operating expenses are not included in the table below. During the years ended January 31, 2016 and 2015, we entered into various capital lease arrangements to obtain servers for our operations. These agreements are typically for three years. The leases are secured by the underlying leased servers. For years ended January 31, 2016 and 2015, we recorded $198,000 and $7,000, respectively, of interest expense in relation to these capital lease arrangements. In September 2014, we entered into a lease for approximately 340,000 square feet of office space in Redwood City, California, which we now use as our new corporate headquarters. The lease expires in fiscal 2029 unless we exercise our renewal options under the lease, and non-cancellable lease payments of $258.0 million are included under Operating Leases in the table below. In addition, we are still entitled to receive $3.0 million of tenant incentives under the lease. As of January 31, 2016, future minimum lease payments under non-cancellable capital and operating leases are as follows (in thousands): Years ending January 31: Capital Leases Operating Leases, Sublease Income 2017 $ 4,977 $ 14,190 2018 4,901 19,344 2019 2,582 20,866 2020 — 23,795 2021 — 24,109 Thereafter — 169,463 Total minimum lease payments $ 12,460 $ 271,767 Less: amount representing interest (446 ) Present value of minimum lease payments $ 12,014 In March, April and November 2015, we signed subleases for certain floors of our new headquarters. These subleases have terms ranging from 18 to 36 months that will expire in fiscal 2018 and 2019. Non-cancellable sublease proceeds for the years ending January 31, 2017, 2018 and 2019 of $6.5 million, $4.4 million and $2.8 million, respectively, are included in the table above. We recognize rent Purchase Obligations As of January 31, 2016, future payments under non-cancellable contractual purchases, which relate primarily to datacenter operations and sales and marketing activities, are as follows (in thousands): Years ending January 31: 2017 $ 14,517 2018 5,208 2019 954 $ 20,679 Legal Matters On June 5, 2013, Open Text S.A. (Open Text) filed a lawsuit against us in the U.S. District Court, Eastern District of Virginia, alleging that our core cloud software and Box Edit application infringe 12 patents of Open Text. Open Text sought preliminary and permanent injunctions against infringement, treble damages, and attorneys’ fees. This case was subsequently transferred to the U.S. District Court for the Northern District of California. On September 13, 2013, Open Text filed a motion for preliminary injunction seeking to enjoin us from providing our Box Edit feature to companies with more than 100 users. On April 9, 2014, the California court denied Open Text’s motion for preliminary injunction, finding that (1) Open Text failed to meet its burden to show irreparable harm, (2) Open Text failed to show a reasonable likelihood of success on the merits of its case, and (3) we have raised a substantial question as to the validity of the patents asserted during the preliminary injunction proceedings. On September 19, 2014, in a related action, Open Text S.A. v. Alfresco Software Ltd. Trial commenced on February 2, 2015. On February 13, 2015, the jury returned a verdict, finding the asserted claims of the File Synchronization patents infringed and were not invalid. The jury awarded damages in favor of Open Text in a lump sum and fully paid-up royalty in the amount of $4.9 million. The Court found no willful infringement of the asserted claims and foreclosed Open Text’s request for a permanent injunction since the jury returned a lump-sum award. On February 19, 2015, Open Text filed a notice of appeal to the United States Court of Appeals for the Federal Circuit from the Court’s Order granting our motion for judgment of invalidity of the Groupware Patents. On March 9, 2015, Open Text filed a first amended notice of appeal from additional orders by the Court. On August 19, 2015, following a July 1, 2015 hearing in which portions of the jury’s verdict were challenged, the Court entered judgment in favor of Open Text with respect to infringement of the asserted claims of the File Synchronization patents in the amount of approximately $4.9 million plus pre-judgment interest, and with respect to validity of the asserted claims of the File Synchronization patents. The Court also entered judgment in our favor with respect to invalidity of the asserted claims of the Groupware Patents, and no willful infringement with respect to the asserted claims of the File Synchronization patents. We filed a notice of appeal on August 28, 2015, challenging a number of findings in the final judgment entered on August 19, 2015, including the jury’s finding that the Synchronization Patents were infringed and not invalid. While we intend to continue to defend the lawsuit vigorously and continue to believe we have valid defense to Open Text’s claims, we considered the issuance of the verdict a recognized subsequent event that provided additional evidence about conditions existed as of January 31, 2015. Accordingly, we accrued $4.9 million of settlement payment as of January 31, 2015, and recorded an expense in the amount of $3.9 million for the year ended January 31, 2015, in relation to the portion of the settlement amount attributable to prior periods. The portion of the settlement amount attributable to future periods is recorded as an asset as of January 31, 2015. This asset is being amortized over an estimated useful life of 14 months, and the amortization expense was $855,000 for the year ended January 31, 2016. In addition, as a result of the July 1, 2015 hearing, we deemed the claim for interest on the legal verdict amount to be probable and estimable for the first time. As such, we accrued additional expenses in the aggregate amount of $659,000 during the year ended January 31, 2016, in relation to the interest on the legal verdict amount. In addition to the litigation discussed above, from time to time, we are a party to litigation and subject to claims that arise in the ordinary course of business. We investigate these claims as they arise, and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Although the results of litigation and claims cannot be predicted with certainty, we believe there was not at least a reasonable possibility that we had incurred a material loss with respect to such loss contingencies as of January 31, 2016 and 2015. Indemnification We include service level commitments to our customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that we fail to meet those levels. In addition, our customer contracts often include (i) specific obligations that we maintain the availability of the customer’s data through our service and that we secure customer content against unauthorized access or loss, and (ii) indemnity provisions whereby we indemnify our customers for third-party claims asserted against them that result from our failure to maintain the availability of their content or securing the same from unauthorized access or loss. To date, we have not incurred any material costs as a result of such commitments. Our arrangements generally include certain provisions for indemnifying customers against liabilities if our products or services infringe a third party’s intellectual property rights. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any material costs as a result of such obligations and have not accrued any liabilities related to such obligations in the consolidated financial statements. In addition, we indemnify our officers, directors and certain key employees while they are serving in good faith in their respective capacities. To date, there have been no claims under any indemnification provisions. |
Debt
Debt | 12 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt In December 2010, we entered into a Loan and Security Agreement with Hercules Technology Growth Capital, Inc. (Hercules) with a maturity date of December 31, 2014, and amended such agreement in January 2011 (the Hercules 2010 Agreement). Under the Hercules 2010 Agreement, equipment loans of up to $3.0 million and a growth capital loan of up to $7.0 million were available for draw through October 31, 2011, at an interest rate equal to the greater of (a) the prime rate on the date of the draw as reported by the Wall Street Journal plus 5.25%, and (b) 8.50%. With respect to equipment loans, the Hercules 2010 Agreement has an end of term payment of 5% of the aggregate amount borrowed. In March 2011, we drew equipment loan borrowings of $1.6 million at an interest rate of 8.50%. Principal payments of $968,000 and $577,000 were made during the years ended January 31, 2014 and 2013, respectively. Also, in connection with the Hercules 2010 Agreement, we granted Hercules a security interest in all equipment financed under the Hercules 2010 Agreement and issued warrants to purchase 199,219 shares of our Series C redeemable convertible preferred stock. Separately, in March 2011, Hercules purchased 158,133 shares of our Series D redeemable convertible preferred stock at a purchase price of $3.1619 per share. In August 2011, we entered into a Loan and Security Agreement with Hercules with a maturity date of March 1, 2016, and amended such agreement in March 2012 (the Hercules 2011 Agreement). Under the Hercules 2011 Agreement, equipment loans of up to $10.0 million were available for draw through June 30, 2012, at an interest rate equal to the greater of (a) 7.5% plus the prime rate as reported in The Wall Street Journal minus 3.75%, and (b) 7.5%. In addition, there was an end of term payment of 2.5% of the aggregate amount borrowed. Under the Hercules 2011 Agreement, we drew equipment loan borrowings of $4.8 million, $4.8 million and $353,000 at an interest rate of 7.5% in September 2011, December 2011, and April 2012. Principal payments of $10.0 million were made during the year ended January 31, 2014. No principal payments were made during the year ended January 31, 2013. Also, in connection with the Hercules 2011 Agreement, we granted Hercules a security interest in all equipment financed under the agreement and issued warrants to purchase 62,255 shares of our Series D-1 redeemable convertible preferred stock. Separately, in September 2011, Hercules purchased 124,511 shares of our Series D-1 redeemable convertible preferred stock at a purchase price of $8.0314 per share. In March 2012, we entered into a Loan and Security Agreement with Hercules with a maturity date of July 1, 2016 and amended such agreement in June 2012 (the Hercules 2012 Agreement). Under this agreement, growth capital loans of up to $20.0 million were available for draw through June 30, 2012, at an interest rate equal to the greater of (a) 8.875% plus the prime rate as reported in The Wall Street Journal minus 3.75%, and (b) 8.875%. Under the Hercules 2012 Agreement, we had an end of term payment of 4.5% of the aggregate amount borrowed. In March 2012, May 2012, and June 2012, we drew loan borrowings of $5.0 million, $5.0 million and $10.0 million at an interest rate of 8.375%. Principal payment of $20.0 million was made during the year ended January 31, 2014. No principal payments were made during the year ended January 31, 2013. Also, in connection with the Hercules 2012 Agreement, we granted the lender a security interest in all equipment financed under the agreement and all of our patents, patent applications, copyrights, trademarks and trademark applications. Separately, in March 2012, Hercules purchased 220,751 shares of our Series D-2 redeemable convertible preferred stock at a purchase price of $9.0657 per share. The loan and security agreements with Hercules discussed above provided certain financial-related covenants, among others, relating to delivery of audited financial statements to Hercules. We received waivers from Hercules for not complying with the covenants and accordingly did not change the classification of the related Notes Payable to short term at January 31, 2013. We were not otherwise in default on the loan. In August 2013, we repaid the Hercules loans in conjunction with entering into a line of credit agreement discussed below. Accordingly, the related remaining unamortized debt issuance and end of term fees, along with the early pay off penalty, of $1.4 million was expensed immediately and was included in interest expense, net in the consolidated statement of operations. In conjunction with the Hercules loans, we incurred interest expense of $3.0 million and $1.9 million during the years ended January 31, 2014 and 2013, respectively. During the same periods we capitalized $200,000 and $585,000 of interest costs. Interest expense consists of offering costs, including the amortization of the initial fair value of the redeemable convertible preferred stock warrants issued in connection with obtaining the loan, and amortization of end of term payments, commitment and legal and facility fees, as appropriate, over the related term of the loan using the effective interest rate method, as well as the expenses incurred when we repaid the Hercules loans in August 2013, as discussed above. Line of Credit In August 2013, we entered into a two-year $100.0 million secured revolving credit facility (August 2013 Facility). The August 2013 Facility is denominated in U.S. dollars and, depending on certain conditions, each borrowing is subject to a floating interest rate equal to the London Interbank Offer Rate (LIBOR) plus 3.0% or the Alternate Base Rate (ABR) plus 2.0%. In addition, there is a commitment fee of 0.5% on outstanding unused commitment amount. At closing, we drew $34.0 million at 3.4% (six month LIBOR plus 3.0%) which we used to repay the outstanding Hercules loans and the related early payoff and end of term fees, as well as for other general corporate purposes. In July 2014, we drew an additional $12.0 million under the credit facility at 3.3% (six month LIBOR plus 3.0%). In September 2014, we paid down $6.0 million and amended the credit facility to reduce our borrowing capacity from $100.0 million to $75.0 million and extend the facility through August 2016. Concurrently and in conjunction with the execution of our new headquarters lease in September 2014, letters of credit in the aggregate amount of $25.0 million were issued under the credit facility. These letters of credit reduce our total borrowing capacity under the credit facility and are subject to interest at 3.25% per annum. As of January 31, 2015, the outstanding borrowings under the credit facility were $40.0 million, and our remaining borrowing capacity under the credit facility was $10.0 million. In March 2015, we amended the August 2013 Facility to reduce our borrowing capacity to $60.0 million as of April 2015, and to increase certain limitations on the amount of capital asset and real estate related obligations we may incur. In connection with this amendment, the letters of credit under the August 2013 Facility were cancelled, and a new letter of credit in the amount of $25.0 million was issued by a party not affiliated with the August 2013 Facility, which was secured by a certificate of deposit in the same amount. Borrowings under the August 2013 Facility were collateralized by substantially all of our assets. The August 2013 Facility also contained various covenants, including covenants related to the delivery of financial and other information, the maintenance of quarterly financial covenants, material adverse effects, as well as limitations on dispositions, mergers or consolidations and other corporate activities. In December 2015, we paid in full all amounts outstanding under the August 2013 Facility, including the outstanding principal balance of $40.0 million, and terminated the August 2013 Facility and all related loan documents and collateral documents, in conjunction with entering into a new revolving credit facility with a different lender (December 2015 Facility). The December 2015 Facility provides for a revolving loan facility in the amount of up to $40.0 million maturing in December 2017. The December 2015 Facility is denominated in U.S. dollars and, depending on certain conditions, each borrowing is subject to a floating interest rate equal to either the prime rate plus a spread of 0.25% to 2.75% or a reserve adjusted LIBOR rate (based on one, three or six-month interest periods) plus a spread of 1.25% to 3.75%. Although no minimum deposit is required for the December 2015 Facility, we are eligible for the lowest interest rate if we maintain at least $40 million in deposits with the lender. In addition, there is an annual fee of 0.2% on the total commitment amount. At closing, we drew $40.0 million at 1.82% (six month LIBOR plus 1.25%) which we used repay the outstanding principal balance under the August 2013 Facility. Borrowings under the December 2015 Facility are collateralized by substantially all of our assets in the United States. It also contains various covenants, including covenants related to the delivery of financial and other information, the maintenance of quarterly financial covenants, as well as customary limitations on dispositions, mergers or consolidations and other corporate activities. As of January 31, 2016, we were in compliance with all financial covenants. In connection with the above credit facilities, we incurred interest expense, net of capitalized interest costs, of $1.9 million, $2.5 million and $946,000 during the years ended January 31, 2016, 2015 and 2014, respectively. During the same periods, we capitalized $400,000, $311,000 and $84,000 of interest costs. Interest expense also includes amortization of issuance costs, unused commitment fees and fees on letters of credit which are recognized over the related term of the borrowing. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Warrants | 12 Months Ended |
Jan. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock and Warrants | Note 9. Redeemable Convertible Preferred Stock and Warrants Redeemable Convertible Preferred Stock Upon the completion of our IPO in January 2015, our previously authorized and outstanding redeemable convertible preferred stock was converted and reclassified into 88,228,210 shares of Class B common stock, which includes 85,354 shares of Class B common stock issued in connection with the net exercise of our Series A redeemable convertible preferred stock warrant discussed below, and 4,404,759 incremental shares of Class B common stock issued to holders of our Series F redeemable convertible preferred stock in accordance with their contractual conversion rights which stated that if we consummated an initial public offering on or prior to July 7, 2015, each share of Series F redeemable convertible preferred stock would convert into shares of Class B common stock equal to lesser of (i) $20.00 divided by the lesser of 90% of the price per share of Class A common stock sold in the initial public offering or (ii) $20.00. The additional shares resulted in a beneficial conversion feature, and we recognized a $2.3 million deemed dividend to Series F redeemable convertible preferred stockholders upon the completion of our IPO. Accretion of Redeemable Convertible Preferred Stock Prior to the completion of our IPO in January 2015, stock issuance costs incurred related to our redeemable convertible preferred stock were accreted using the effective interest method via a charge to additional paid in capital over the period from the issuance date to the date at which the redeemable convertible preferred stock would have become redeemable at the option of the holders. Additionally, in the event of any liquidation, dissolution, or winding up of Box, Inc., whether voluntary or involuntary, the holders of our Series F redeemable convertible preferred stock were entitled to receive an amount equal to $20.00 plus an additional amount equal to $3.00 per year accruing quarterly and any accrued or declared but unpaid dividends. As a result, we were required to accrete the carrying value of our Series F redeemable convertible preferred stock to its redemption value over the period from issuance through the earlier of (i) the redemption date or (ii) the last quarterly anniversary of issuance occurring prior to the completion of an IPO. We recorded redeemable convertible preferred stock accretion of $0, $11.5 million and $341,000 during the years ended January 31, 2016, 2015 and 2014, respectively. Redeemable Convertible Preferred Stock Warrants Until immediately prior to the completion of our IPO in January 2015, there were 87,140 Series A redeemable convertible preferred stock warrants outstanding with an exercise price per share of $0.29. The fair value of these warrants was $1.2 million as of our IPO in January 2015. We issued 85,354 shares of Series A redeemable convertible preferred stock upon the net exercise of our Series A redeemable convertible preferred stock warrant, which occurred immediately prior to the completion of our IPO. These shares were converted and reclassified into an equivalent number of shares of our Class B common stock upon the completion of our IPO. As a result, we reclassified our redeemable convertible preferred stock warrant liability balance to additional-paid-in capital upon the completion of our IPO. |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity (Deficit) | 12 Months Ended |
Jan. 31, 2016 | |
Class Of Stock Disclosures [Abstract] | |
Common Stock and Stockholders’ Equity (Deficit) | Note 10. Common Stock and Stockholders’ Equity (Deficit) Amended and Restated Certificate of Incorporation Our amended and restated certificate of incorporation became effective upon completion of our IPO in January 2015. Our amended and restated certificate of incorporation: · increased the number of authorized shares of capital stock to 1,300,000,000 shares, $0.0001 par value per share, of which 1,000,000,000 shares are designated as Class A common stock, 200,000,000 shares as designated as Class B common stock; and 100,000,000 shares are designated as preferred stock; · established that, on any matter that is submitted to a vote of the stockholders, the holder of each share of Class A common stock is entitled to 1 vote per share, while the holder of each share of Class B common stock is entitled to 10 votes per share; · established that, except with respect to voting, as discussed above, the rights of the holders of Class A and Class B common stock are identical; and · established that shares of our Class B common stock are voluntarily convertible into shares of our Class A common stock at the option of the holder and generally automatically convertible into shares of our Class A common stock upon transfer. Our Class A and Class B common stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted. As of January 31, 2016 and 2015, we held an aggregate of 3,052,953 shares of common stock as treasury stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jan. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 11. Stock-Based Compensation 2015 Equity Incentive Plan In January 2015, our board of directors adopted our 2015 Equity Incentive Plan (2015 Plan), which became effective prior to the completion of our IPO. A total of 12,200,000 shares of Class A common stock was initially reserved for issuance pursuant to future awards under our 2015 Plan. The number of shares of our Class A common stock available for issuance under our 2015 Plan will be increased on the first day of each fiscal year, with such increase equal to the lesser of: (i) 12,200,000 shares; (ii) 5% of the outstanding shares of our capital stock as of the last day of our immediately preceding fiscal year; or (iii) such other amount as our board of directors may determine. Additionally, any shares subject to outstanding awards under our 2006 Equity Incentive Plan (2006 Plan) or 2011 Equity Incentive Plan (2011 Plan) that are cancelled or repurchased subsequent to our 2015 Plan’s effective date will be returned to the pool of shares reserved for issuance under our 2015 Plan. Awards granted under our 2015 Plan may be (i) incentive stock options, (ii) nonstatutory stock options, (iii) restricted stock units, (iv) restricted stock awards or (v) stock appreciation rights, as determined by our board of directors at the time of grant. Options and restricted stock units generally vest 25% one year from the vesting commencement date and (a) in the case of options, 1/48th per month thereafter, and (b) in the case of restricted stock units, 1/16th per quarter thereafter. As of January 31, 2016, 13,777,992 shares are reserved for future issuance under our 2015 Plan. 2015 Employee Stock Purchase Plan In January 2015, our board of directors adopted our 2015 Employee Stock Purchase Plan (2015 ESPP), which became effective prior to the completion of our IPO. A total of 2,500,000 shares of Class A common stock was initially reserved for issuance under our 2015 ESPP. The number of shares of our Class A common stock available for issuance under our ESPP will be increased on the first day of each fiscal year beginning in fiscal 2016, with such increase equal to the least of: (i) 2,500,000 shares; (ii) 1% of the outstanding shares of our capital stock on the first day of such fiscal year; or (iii) such other amount as our board of directors may determine. Our 2015 ESPP allows eligible employees to purchase shares of our Class A common stock at a discount of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations. Except for the initial offering period, our 2015 ESPP provides for 24-month offering periods beginning March 16 and September 16 of each year, and each offering period will consist of four six-month purchase periods. On each purchase date, eligible employees will purchase our stock at a price per share equal to 85% of the lesser of (1) the fair market value of our stock on the offering date or (2) the fair market value of our stock on the purchase date. Our 2015 ESPP also has a feature whereby the offering period resets for a new 24 months if the fair value of our common stock on the last day of any purchase period is less than the original offering price. As of January 31, 2016, 2,761,742 shares are reserved for future issuance under our 2015 ESPP. Early Exercises of Stock Options Prior to our IPO, certain employees and directors exercised stock options prior to vesting with the approval of our board of directors. The unvested shares are subject to a repurchase right held by us at the original purchase price. Early exercises of options are not deemed to be substantive exercises for accounting purposes, and accordingly, amounts received for early exercises are initially recorded in other liabilities and are reclassified to common stock and additional paid-in capital as the underlying shares vest. As of January 31, 2016 and 2015, we had $11,000 and $286,000, respectively, in liabilities and 9,375 and 113,541 unvested shares, respectively, subject to repurchase related to early exercises of stock options. Stock Options The following table summarizes the stock option activity under the equity incentive plans and related information: Shares Weighted-Average Shares Subject to Weighted- Remaining Outstanding Average Exercise Contractual Life Aggregate Options Price (Years) Intrinsic Value (in thousands) Balance as of January 31, 2014 18,427,075 $ 3.65 8.45 $ 191,809 Options granted 2,918,632 15.73 Option exercised (2,306,816 ) 2.61 Options forfeited/cancelled (1,573,320 ) 5.22 Balance as of January 31, 2015 17,465,571 $ 5.67 7.80 $ 229,713 Options granted 1,898,700 15.62 Option exercised (2,196,516 ) 3.26 Options forfeited/cancelled (1,533,237 ) 8.67 Balance as of January 31, 2016 15,634,518 $ 6.92 7.12 $ 82,541 Vested and expected to vest as of January 31, 2016 15,398,572 $ 6.84 7.10 $ 82,076 Exercisable as of January 31, 2016 9,587,096 $ 4.14 6.42 $ 68,926 The aggregate intrinsic value of options vested and expected to vest as of January 31, 2016 is calculated based on the difference between the exercise price and the current fair value of our common stock. The aggregate intrinsic value of exercised options for the years ended January 31, 2016, 2015 and 2014 was $24.8 million, $27.5 million and $17.8 million, respectively. The aggregate estimated fair value of stock options granted to employees that vested during the years ended January 31, 2016, 2015 and 2014 was $16.7 million, $16.4 million and $7.4 million, respectively. The weighted-average grant date fair value of options granted to employees during the years ended January 31, 2016, 2015 and 2014 was $6.72, $7.46 and $4.75 per share, respectively. As of January 31, 2016, there was $29.2 million of unrecognized stock-based compensation expense related to outstanding stock options granted to employees that is expected to be recognized over a weighted-average period of 2.42 years. Restricted Stock Units The following table summarizes the restricted stock unit activity under the equity incentive plans and related information: Number of Weighted- Restricted Average Stock Units Grant Date Outstanding Fair Value Unvested balance - January 31, 2014 225,300 $ 14.06 Granted 5,091,479 15.77 Vested, net of shares withheld for employee payroll taxes (37,991 ) 14.53 Forfeited/cancelled, including shares withheld for employee payroll taxes (339,079 ) 16.42 Unvested balance - January 31, 2015 4,939,709 $ 15.66 Granted 6,052,788 15.69 Vested, net of shares withheld for employee payroll taxes (982,140 ) 16.12 Forfeited/cancelled, including shares withheld for employee payroll taxes (1,805,389 ) 16.07 Unvested balance - January 31, 2016 8,204,968 $ 15.54 As of January 31, 2016, there was $111.0 million of unrecognized stock-based compensation expense related to outstanding restricted stock units granted to employees that is expected to be recognized over a weighted-average period of 3.04 years. Restricted Stock Awards The following table summarizes the restricted stock awards activity under the equity incentive plans and related information: Number of Weighted- Restricted Average Stock Grant Date Outstanding Fair Value Unvested balance - January 31, 2014 387,435 $ 7.84 Granted 26,802 17.27 Vested, net of shares withheld for employee payroll taxes (213,512 ) 7.86 Forfeited/cancelled, including shares withheld for employee payroll taxes (28,064 ) 5.85 Unvested balance - January 31, 2015 172,661 $ 9.60 Granted 28,864 17.54 Vested, net of shares withheld for employee payroll taxes (102,619 ) 11.79 Forfeited/cancelled, including shares withheld for employee payroll taxes (68,299 ) 8.87 Unvested balance - January 31, 2016 30,607 $ 11.38 As of January 31, 2016, there was $123,000 of unrecognized stock-based compensation expense related to outstanding restricted stock awards under the equity incentive plans granted to employees that is expected to be recognized over a weighted-average period of 0.71 year. In addition, in connection with our fiscal 2015 acquisitions, we issued 344,667 shares of restricted stock awards with a weighted-average grant date fair value of $12.96 per share. These restricted stock awards were separately authorized by our board of directors, and did not reduce the number of shares available for future issuance under our equity incentive plans. As of January 31, 2016, there was $2.2 million of unrecognized stock-based compensation expense related to outstanding restricted stock awards granted outside of the equity incentive plans that is expected to be recognized over a weighted-average period of 1.62 years. In addition, there were 267,717 unvested shares as of January 31, 2016. As of January 31, 2016, there was $0.7 million of unrecognized stock-based compensation related to 71,037 shares of contingently issuable common stock for certain bonus awards given in connection with our fiscal 2016 and 2015 acquisitions that is expected to be recognized over a weighted-average period of 1.41 years. In addition, there were 65,705 unvested shares as of January 31, 2016. 2015 ESPP As of January 31, 2016, there was $11.8 million of unrecognized stock-based compensation expense related to our 2015 ESPP that is expected to be recognized over a weighted average period of 1.62 years. Stock-Based Compensation The following table summarizes the components of stock-based compensation expense recognized in the consolidated statements of operations (in thousands): Year Ended January 31, 2016 2015 2014 Cost of revenue $ 4,664 $ 1,492 $ 450 Research and development 24,696 11,767 3,154 Sales and marketing 19,530 11,616 5,017 General and administrative 10,614 7,054 3,128 Total stock-based compensation $ 59,504 $ 31,929 $ 11,749 Determination of Fair Value We estimated the fair value of employee stock options and ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Year Ended January 31, 2016 2015 2014 Employee Stock Options Expected term (in years) 5.5 – 6.1 5.7 – 6.2 4.9 – 6.3 Risk-free interest rate 1.5 % – 1.9 % 1.8 % – 2.1 % 0.8 % – 1.9 % Volatility 42 % – 44 % 45 % – 49 % 48 % – 57 % Dividend yield 0 % 0 % 0 % Employee Stock Purchase Plan Expected term (in years) 0.5 – 2.0 0.6 – 2.1 — Risk-free interest rate 0.2 % – 0.8 % 0.1 % – 0.6 % — Volatility 33 % – 41 % 37 % – 41 % — Dividend yield 0 % 0 % — The assumptions used in the Black-Scholes option pricing model were determined as follows: Fair Value of Common Stock . Prior to our IPO in January 2015, our board of directors considered numerous objective and subjective factors to determine the fair value of our common stock at each grant date. These factors included, but were not limited to, (i) contemporaneous valuations of common stock performed by unrelated third-party specialists; (ii) the prices for our redeemable convertible preferred stock sold to outside investors; (iii) the rights, preferences and privileges of our redeemable convertible preferred stock relative to our common stock; (iv) the lack of marketability of our common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an IPO or a merger or acquisition of Box, given prevailing market conditions. Subsequent to the completion of our IPO, we use the market closing price for our Class A common stock as reported on the New York Stock Exchange. Expected Term . The expected term represents the period that our share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms and contractual lives of the options and ESPP purchase rights. Expected Volatility . Since we do not have sufficient trading history of our common stock, the expected volatility was derived from the historical stock volatilities of several unrelated public companies within the same industry that we consider to be comparable to our business over a period equivalent to the expected term of the stock option grants and ESPP purchase rights. Risk-free Interest Rate . The risk-free rate that we use is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. Dividend Yield . We have never declared or paid any cash dividends and do not plan to pay cash dividends in the foreseeable future, and, therefore, use an expected dividend yield of zero. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Jan. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Note 12. Net Loss per Share Attributable to Common Stockholders We calculate our basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. We consider all series of our redeemable convertible preferred stock to be participating securities. In the event a dividend is declared or paid on our common stock, holders of redeemable convertible preferred stock are entitled to a proportionate share of such dividend in proportion to the holders of common stock on an as-if converted basis. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, less shares subject to repurchase. Net loss attributable to common stockholders is determined by allocating undistributed earnings between common and redeemable convertible preferred stockholders. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, options to purchase common stock, warrants to purchase redeemable convertible preferred stock, repurchasable shares from early exercised options and unvested restricted stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible redeemable preferred stock as the holders of our convertible redeemable preferred stock do not have a contractual obligation to share in our losses. The rights, including the liquidation and dividend rights, of the holders of our Class A and Class B common stock are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. We did not present dilutive net loss per share on an if-converted basis because the impact was not dilutive. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): Year Ended January 31, 2016 2015 2014 Class A Class B Class A Class B Class A Class B Numerator: Net loss $ (49,448 ) $ (153,500 ) $ (1,677 ) $ (166,550 ) $ — $ (168,557 ) Add: accretion of redeemable convertible preferred stock — — (115 ) (11,388 ) — (341 ) Add: deemed dividend on the conversion of Series F redeemable convertible preferred stock — — (23 ) (2,239 ) — — Net loss attributable to common stockholders $ (49,448 ) $ (153,500 ) $ (1,815 ) $ (180,177 ) $ — $ (168,898 ) Denominator: Weighted-average number of shares outstanding—basic and diluted 29,540 91,700 158 15,696 — 11,341 Net loss per share attributable to common stockholders—basic and diluted $ (1.67 ) $ (1.67 ) $ (11.48 ) * $ (11.48 ) $ — $ (14.89 ) * Amounts cannot be recalculated due to rounding The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because the impact of including them would have been antidilutive (in thousands): Year Ended January 31, 2016 2015 2014 Redeemable convertible preferred stock — 79,519 71,465 Options to purchase common stock 16,654 18,146 17,036 Restricted stock units 7,233 2,994 1 Employee stock purchase plan 3,944 — — Warrants to purchase redeemable convertible preferred stock — 86 736 Repurchasable shares from early-exercised options and unvested restricted stock 551 623 764 Contingently issuable common stock 115 91 — 28,497 101,459 90,002 |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The components of loss before provision (benefit) for income taxes were as follows (in thousands): Year Ended January 31, 2016 2015 2014 United States $ (155,794 ) $ (132,084 ) $ (148,032 ) Foreign (46,464 ) (36,712 ) (22,956 ) Total $ (202,258 ) $ (168,796 ) $ (170,988 ) The components of the provision (benefit) for income taxes were as follows (in thousands): Year Ended January 31, 2016 2015 2014 Current: Federal $ 29 $ 25 $ 17 State 146 135 53 Foreign 298 670 89 Total $ 473 $ 830 $ 159 Deferred: Federal $ 61 $ (1,009 ) $ (2,360 ) State — (109 ) (230 ) Foreign 156 (281 ) — Total $ 217 $ (1,399 ) $ (2,590 ) Provision (benefit) for income taxes $ 690 $ (569 ) $ (2,431 ) The items accounting for the difference between income taxes computed at the federal statutory income tax rate of 34% and the provision for income taxes consisted of the following (in thousands): Year Ended January 31, 2016 2015 2014 Tax benefit at federal statutory rate $ (68,767 ) $ (57,391 ) $ (58,136 ) State taxes, net of federal benefit (8,799 ) (5,322 ) (5,071 ) Foreign rate difference 6,744 4,043 3,270 Nondeductible expenses 429 451 3,408 Research and development credit (3,533 ) (2,396 ) (1,934 ) Stock-based compensation 6,214 4,703 2,644 Change in reserve for unrecognized tax benefits 3,562 2,421 3,937 Other 61 709 (421 ) Change in valuation allowance 64,779 52,213 49,872 Provision for income taxes $ 690 $ (569 ) $ (2,431 ) The significant components of our deferred tax assets and liabilities were as follows (in thousands): January 31, 2016 2015 Deferred tax assets: Net operating loss carryforward $ 184,301 $ 142,935 Accruals and reserves 26,412 11,917 Stock-based compensation 11,627 7,478 Depreciation and amortization 6,217 3,329 Tax credit carryover 4,002 4,005 Total deferred tax assets 232,559 169,664 Valuation allowance (232,211 ) (167,436 ) Total deferred tax assets, net of valuation allowance 348 2,228 Deferred tax liabilities: Acquired intangible assets (223 ) (1,947 ) Other (61 ) — Total deferred tax liabilities (284 ) (1,947 ) Net deferred tax assets $ 64 $ 281 In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result, we have established a full valuation allowance against our U.S. and United Kingdom deferred tax assets to the extent they are not offset by liabilities from uncertain tax positions based on our history of losses. The valuation allowance increased by $64.8 million, $52.2 million and $43.1 million, respectively, during the years ended January 31, 2016, 2015 and 2014. During the years ended January 31, 2016, 2015 and 2014, we released $0, $1.1 million and $2.6 million of our valuation allowance as a result of acquisitions. With these acquisitions, deferred tax liabilities were established for the book-tax basis difference related to acquired intangible assets. The net deferred tax liabilities provided an additional source of income to support the realizability of pre-existing deferred tax assets. We have not provided for U.S. federal and state income taxes on our foreign subsidiary’s undistributed earnings as of January 31, 2016. The net amount of deferred tax liability is considered insignificant. As of January 31, 2016, we had federal, state and foreign net operating loss carryforwards of $423.7 million, $392.3 million and $125.6 million, respectively, available to offset future taxable income. The federal net operating loss carryforwards will expire at various dates beginning in 2025, if not utilized. The state net operating loss carryforwards will expire at various dates beginning in 2016 if not utilized. The foreign net operating loss carryforwards do not expire. In addition, as of January 31, 2016, we had federal and state research and development tax credit carryforwards of $10.7 million and $11.5 million, respectively. The federal research and development tax credit carryforwards will expire beginning in 2025 if not utilized. The state research and development tax credit carryforwards do not expire. Included in the net operating loss and research and development tax credit carryforwards are approximately $18.3 million of excess tax benefits from employee stock option exercises, for which the Company has not recorded a deferred tax asset. When such excess tax benefits are ultimately realized, the tax effect of $18.3 million will be recorded to additional paid in capital. Utilization of the net operating loss carryforwards and credits may be subject to substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. We evaluate tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. A reconciliation of the gross unrecognized tax benefits is as follows (in thousands): Year Ended January 31, 2016 2015 2014 Unrecognized tax benefits—beginning of period $ 13,607 $ 8,147 $ 2,515 Additions for tax positions related to prior year 238 43 547 Reductions for tax positions related to prior year — (19 ) — Additions for tax positions related to current year 6,811 5,436 5,085 Unrecognized tax benefits—end of period $ 20,656 $ 13,607 $ 8,147 The gross unrecognized tax benefits, if recognized, would not materially affect the effective tax rate as of January 31, 2016, 2015 and 2014. We do not expect our gross unrecognized tax benefits to change significantly over the next 12 months. Our policy is to classify interest and penalties associated with uncertain tax positions, if any, as a component of our income tax provision. Interest and penalties were not significant during the years ended January 31, 2016, 2015 and 2014. We file tax returns in the United States for federal, California, and other states. All tax years remain open to examination for both federal and state purposes as a result of our net operating loss and credit carryforwards. We file foreign tax returns in the United Kingdom starting with the year ended January 31, 2013, in France, Germany and Japan starting with the year ended January 31, 2014 and in Canada starting with the year ended January 31, 2015. These tax years remain open to examination. |
Segments
Segments | 12 Months Ended |
Jan. 31, 2016 | |
Segment Reporting [Abstract] | |
Segments | Note 14. Segments Our chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, we have a single reporting segment and operating unit structure. Since we operate in one operating segment, all required segment information can be found in the consolidated financial statements. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Jan. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Plan | Note 15. 401(k) Plan We have a 401(k) Savings Plan (the 401(k) Plan) which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. We have not made any matching contributions to date. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ from these estimates. Such estimates include, but are not limited to, the determination of the allowance for accounts receivable, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair values of redeemable convertible preferred stock warrants, best estimate of selling price included in multiple-deliverable revenue arrangements, fair values of stock-based awards, legal contingencies, and the provision for income taxes, including related reserves, among others. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Revenue Recognition | Revenue Recognition We derive our revenue from three sources: (1) subscription revenue, which is comprised of subscription fees from customers utilizing our cloud-based enterprise content management platform and other subscription-based services, which all include routine customer support; (2) revenue from customers purchasing our premier support package; and (3) revenue from professional services such as implementing best practice use cases, project management and implementation consulting services. We recognize revenue when all of the following conditions are met: · there is persuasive evidence of an arrangement; · the service has been provided to the customer; · the collection of fees is reasonably assured; and · the amount of fees to be paid by the customer is fixed or determinable. We typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. Our subscription and support contracts are typically non-cancellable and do not contain refund-type provisions. Revenue is presented net of sales and other taxes we collect on behalf of governmental authorities. In instances where we collect fees in advance of service delivery, revenue under the contract is deferred until we successfully deliver such services. Subscription revenue is recognized ratably over the period of the subscription beginning once all requirements for revenue recognition have been met, including provisioning the service so that it is available to our customers. Premier support is sold together with the subscription services, and the term of the premier support is generally the same as the related subscription services arrangement. Accordingly, we recognize premier support revenue in the same manner as the associated subscription hosting service. Professional services revenue is recognized as the services are rendered for time and material contracts, and using the proportional performance method over the period the services are performed for fixed price contracts. We assess collectability based on a number of factors, such as past collection history and creditworthiness of the customer. If management determines collectability is not reasonably assured, we defer revenue recognition until collectability becomes reasonably assured. Our arrangements can include multiple elements which may consist of some or all of subscription services, premier support and professional services. When multiple-element arrangements exist, we evaluate whether these individual deliverables should be accounted for as separate units of accounting or one single unit of accounting. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the delivered item or items must have standalone value upon delivery. A delivered item has standalone value to the customer when either (1) any vendor sells that item separately or (2) the customer could resell that item on a standalone basis. Our subscription services have standalone value as such services are often sold separately. Our premier support services do not have standalone value because we and other vendors do not sell premier support services separately. Our professional services have standalone value because there are other vendors which sell the same professional services separately. For new services, we assess standalone value consistently with the foregoing policy. Accordingly, we consider the separate units of accounting in our multiple deliverable arrangements to be the professional services, subscription services or a combined deliverable comprised of subscription services and premier support services. When multiple deliverables included in an arrangement are separable into different units of accounting, the arrangement consideration is allocated to the identified separate units of accounting based on their relative selling price. Multiple-element arrangement accounting guidance provides a hierarchy to use when determining the relative selling price for each unit of accounting. Vendor-specific objective evidence (VSOE) of selling price, based on the price at which the item is regularly sold by the vendor on a standalone basis, should be used if it exists. If VSOE of selling price is not available, third-party evidence (TPE) of selling price is used to establish the selling price if it exists. We have not established VSOE for our subscription services, premier support or professional services due to lack of pricing consistency, the introduction of new services and other factors. We have also concluded that third-party evidence of selling price is not a practical alternative due to differences in our service offerings compared to other parties and the availability of relevant third-party pricing information. Accordingly, we use our best estimate of selling price (BESP) to determine the relative selling price for our subscription, premier support and professional services offerings. For arrangements with multiple deliverables which can be separated into different units of accounting, we allocate the arrangement fee to the separate units of accounting based on our BESP. The amount of arrangement fee allocated is limited by contingent revenue, if any. We determined BESP by considering our overall pricing objectives and market conditions. Significant pricing practices taken into consideration for our subscription services, which may also include premier support, and professional services, include discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where services are sold, price lists, our go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made through consultation with and approval by our management, taking into consideration the go-to-market strategy. As our go-to-market strategies evolve, we may modify our pricing practices in the future, which could result in changes in relative selling prices. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of costs related to providing our subscription services to our paying customers, including employee compensation and related expenses for datacenter operations, customer support and professional services personnel, payments to outside technology service providers, depreciation of servers and equipment, security services and other tools, as well as amortization of acquired technology. We allocate overhead such as rent, information technology costs and employee benefit costs to all departments based on headcount. As such, general overhead expenses are reflected in cost of revenue and each of the operating expense categories set forth below. We expect our cost of revenue to increase in dollars and may increase as a percentage of revenue as we continue to invest in our datacenter operations and customer support to support the growth of our business, our customer base, as well as our international expansion. |
Deferred Commissions | Deferred Commissions Deferred commissions consist of direct incremental costs paid to our sales force associated with non-cancellable terms of the related contracts. The deferred commission amounts are recoverable through future revenue streams under the non-cancellable customer contracts. Direct sales commissions are deferred when earned and amortized over the same period that revenue is recognized for the related non-cancellable subscription period. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations. We deferred sales commissions costs of $21.7 million, $16.2 million and $14.0 million during the years ended January 31, 2016, 2015 and 2014, and amortized $15.8 million, $12.1 million and $13.5 million of deferred commissions during the same periods. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of billings and payments received in advance of revenue recognition generated by our subscription services, premier customer support and professional services described above. For these services, we typically invoice our customers at the beginning of the term, in multiyear, annual, quarterly or monthly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multiyear, non-cancellable subscription contracts. |
Certain Risks and Concentrations | Certain Risks and Concentrations Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and accounts receivable. Although we deposit our cash with multiple financial institutions, our deposits, at times, may exceed federally insured limits. We sell to a broad range of customers. Our revenue is derived substantially from the United States across a multitude of industries. Accounts receivable are derived from the delivery of our services to customers primarily located in the United States. We accept and settle our accounts receivable using credit cards, electronic payments and checks. A majority of our lower dollar value invoices are settled by credit card on or near the date of the invoice. We do not require collateral from customers to secure accounts receivable. We maintain an allowance for accounts receivable based upon the expected collectability, which takes into consideration specific customer creditworthiness and current economic trends. We believe collections of our accounts receivable are reasonably assured based on the size, industry diversification, financial condition and past transaction history of our customers. As of January 31, 2016 and 2015, no single customer accounted for more than 10% of total accounts receivable. No single customer represented over 10% of revenue in any of the years ended January 31, 2016, 2015 and 2014. We serve our customers and users from datacenter facilities operated by third parties. In order to reduce the risk of down time of our enterprise cloud content management services, we have established datacenters in various locations in the United States. We have internal procedures to restore services in the event of disaster at one of our current datacenter facilities. Even with these procedures for disaster recovery in place, our cloud services could be significantly interrupted during the implementation of the procedures to restore services. Geographic Locations For the year ended January 31, 2016, January 31, 2015 and January 31, 2014 revenue attributed to the United States was 82%, 79% and 80%, respectively. No other country outside of the United States comprised 10% or greater of our revenue for the year ended January 31, 2016, January 31, 2015 and January 31, 2014. Substantially all of our net assets are located in the United States. As of January 31, 2016 and 2015, property and equipment located in the United States was approximately 99% and 98%, respectively. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of our principal foreign subsidiaries is generally the U.S. dollar. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars for those entities that do not have U.S. dollars as their functional currency are recorded as part of a separate component of the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in the consolidated statements of operations for the period. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Translation adjustments at the balance sheet dates were not material. Transaction gains and losses recognized were not material for all periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with an initial maturity of 90 days or less at the date of purchase to be cash equivalents. We maintain such funds in overnight cash deposits. |
Restricted Cash | Restricted Cash Restricted cash is comprised of certificates of deposit related to our credit card processing and leases. These restricted cash balances have been excluded from our cash and cash equivalents balance and is classified as restricted cash on our consolidated balance sheets. The amount of restricted cash as of January 31, 2016 and 2015 was $28.0 million and $3.4 million, respectively, which was classified as non-current. |
Marketable Securities | Marketable Securities Our marketable securities consist of short-term, investment-grade corporate debt and asset-backed securities. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income (loss). We evaluate our investments to assess whether those with unrealized loss positions are other than temporarily impaired. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value deemed to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Gross realized gains and losses on marketable securities were not material for the year ended January 31, 2016. We held no marketable securities during the years ended January 31, 2015 and 2014. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial assets and financial liabilities which include cash equivalents, marketable securities, restricted cash and redeemable convertible preferred stock warrants are measured and recorded at fair value on a recurring basis. We measure certain other assets including our non-marketable equity securities at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. Our other current financial assets have fair values which approximate their carrying value due to their short term maturities. |
Accounts Receivable and Related Allowance | Accounts Receivable and Related Allowance Accounts receivable are recorded at the invoiced amounts and do not bear interest. We maintain an allowance for estimated losses inherent in our accounts receivable portfolio. We assess the collectability of the accounts by taking into consideration the aging of our trade receivables, historical experience, and management judgment. We write off trade receivables against the allowance when management determines a balance is uncollectible and no longer actively pursues collection of the receivable. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, generally two to three years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Depreciation commences once the asset is placed in service. Construction in progress is primarily related to the construction or development of property and equipment which have not yet been placed in service for their intended use. |
Business Combinations | Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets | Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charge during the years presented. We review goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We have elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If we determine that it is more likely than not that its fair value is less than its carrying amount, then the two-step goodwill impairment test will be performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step will be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. As of January 31, 2016, no impairment of goodwill has been identified. Acquired finite-lived intangible assets are typically amortized on a straight-line basis over the estimated useful lives of the assets, which is generally two to seven years. |
Legal Contingencies | Legal Contingencies From time to time, we are a party of litigation and subject to claims that arise in the ordinary course of business. We investigate these claims as they arise, and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Because the results of litigation and claims cannot be predicted with certainty, we base our loss accruals on the best information available at the time. As additional information becomes available, we reassess our potential liability and may revise our estimates. Such revisions could have a material impact on future quarterly or annual results of operations. |
Research and Development | Research and Development Costs Research and development costs include personnel costs, including stock-based compensation expense, associated with our engineering personnel and consultants responsible for the design, development and testing of the product, depreciation of equipment used in research and development and allocated facilities and information technology costs. Research and development costs are expensed as incurred. |
Internal-Use Software Costs | Internal-Use Software Costs We capitalize costs to develop software for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once an application has reached the development stage, management has authorized and committed to the funding of the software project, it is probable the project will be completed and the software will be used to perform the function intended, internal and external costs, if direct and incremental, are capitalized until the application is substantially complete and ready for its intended use. There were no material qualifying costs incurred during the application development stage in any of the periods presented. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs for the years ended January 31, 2016, 2015 and 2014 were $28.5 million, $28.6 million and $25.0 million and, respectively. |
Redeemable Convertible Preferred Stock Warrant Liability | Redeemable Convertible Preferred Stock Warrant Liability We account for freestanding warrants to purchase shares of our redeemable convertible preferred stock as a liability on the consolidated balance sheets. The redeemable convertible preferred stock warrants are recorded as a liability because the underlying shares of redeemable convertible preferred stock are optionally redeemable and, therefore, may obligate us to transfer assets at some point in the future. The warrants are recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date, with any change in fair value recognized as a separate line item on the consolidated statements of operations. We recognized a remeasurement gain of $126,000 for the year ended January 31, 2015. We recognized remeasurement losses of $8.5 million for the year ended January 31, 2014. In connection with our IPO, we reclassified the redeemable convertible preferred stock warrant liability to additional paid-in capital (see Note 9). As of January 31, 2016 and 2015, there were no longer any redeemable convertible preferred stock warrants outstanding. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the temporary differences between the financial statement and tax basis of assets and liabilities using the enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in income tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts we believe is more likely than not to be realized. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. |
Recent Accounting Pronouncements | Recent Accounting Pronouncement In February 2016, the FASB issued ASU 2016-02, Leases In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments In May 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers |
Marketable Securities, Fair Value Measurements | Fair Value Measurements We define fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: · Level 1—Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities. · Level 2—Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. · Level 3—Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. We measure our marketable securities, restricted cash and redeemable convertible preferred stock warrant liability at fair value on a recurring basis. We classify our marketable securities and restricted cash within Level 1 or Level 2 because they are valued using either quoted market prices for identical assets or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. We classify our redeemable convertible preferred stock warrants within Level 3 because they are valued using valuation techniques using certain inputs which are unobservable in the market. |
Net Loss per Share Attributable to Common Stockholders | We calculate our basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. We consider all series of our redeemable convertible preferred stock to be participating securities. In the event a dividend is declared or paid on our common stock, holders of redeemable convertible preferred stock are entitled to a proportionate share of such dividend in proportion to the holders of common stock on an as-if converted basis. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, less shares subject to repurchase. Net loss attributable to common stockholders is determined by allocating undistributed earnings between common and redeemable convertible preferred stockholders. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, options to purchase common stock, warrants to purchase redeemable convertible preferred stock, repurchasable shares from early exercised options and unvested restricted stock are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible redeemable preferred stock as the holders of our convertible redeemable preferred stock do not have a contractual obligation to share in our losses. |
Stock-Based Compensation | Stock-Based Compensation We determine the fair value of stock options and purchase rights issued to employees under our 2015 Equity Incentive Plan (2015 Plan) and 2015 Employee Stock Purchase Plan (2015 ESPP), on the date of grant using the Black-Scholes option pricing model, which is impacted by the fair value of our common stock, as well as changes in assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected common stock price volatility over the term of the awards, the expected term of the awards, risk-free interest rates and the expected dividend yield. Prior to our IPO in January 2015, the fair value of restricted stock units and restricted stock was determined by the estimated fair value of our common stock at the time of grant. We use the market closing price of our Class A common stock as reported on the New York Stock Exchange for the fair value of restricted stock units and restricted stock granted after our IPO. We recognize compensation expense for stock options, restricted stock units and restricted stock on a straight-line basis over the period during which an employee is required to provide services in exchange for the award (generally the vesting period of the award). We estimate future forfeitures at the date of grant and revise the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We recognize compensation expense for our 2015 ESPP on a straight-line basis. Compensation expense for stock options issued to nonemployees is calculated using the Black-Scholes option pricing model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. The assumptions used in the Black-Scholes option pricing model were determined as follows: Fair Value of Common Stock . Prior to our IPO in January 2015, our board of directors considered numerous objective and subjective factors to determine the fair value of our common stock at each grant date. These factors included, but were not limited to, (i) contemporaneous valuations of common stock performed by unrelated third-party specialists; (ii) the prices for our redeemable convertible preferred stock sold to outside investors; (iii) the rights, preferences and privileges of our redeemable convertible preferred stock relative to our common stock; (iv) the lack of marketability of our common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an IPO or a merger or acquisition of Box, given prevailing market conditions. Subsequent to the completion of our IPO, we use the market closing price for our Class A common stock as reported on the New York Stock Exchange. Expected Term . The expected term represents the period that our share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms and contractual lives of the options and ESPP purchase rights. Expected Volatility . Since we do not have sufficient trading history of our common stock, the expected volatility was derived from the historical stock volatilities of several unrelated public companies within the same industry that we consider to be comparable to our business over a period equivalent to the expected term of the stock option grants and ESPP purchase rights. Risk-free Interest Rate . The risk-free rate that we use is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. Dividend Yield . We have never declared or paid any cash dividends and do not plan to pay cash dividends in the foreseeable future, and, therefore, use an expected dividend yield of zero. |
Marketable Securities and Fai25
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Marketable Securities | We held no marketable securities as of January 31, 2015. The following is a summary of our marketable securities as of January 31, 2016 (in thousands). January 31, 2016 Amortized Unrealized Unrealized Estimated Cost Gain Loss Fair Value Corporate debt securities $ 5,560 $ — $ (1 ) $ 5,559 Asset-backed securities 1,821 — (1 ) 1,820 $ 7,381 $ — $ (2 ) $ 7,379 |
Amortized Cost and Estimated Fair Value of Marketable Securities by Contractual Maturity | The amortized cost and estimated fair value of our marketable securities as of January 31, 2016 are shown below by contractual maturity (in thousands). January 31, 2016 Amortized Estimated Cost Fair Value Less than one year $ 5,560 $ 5,559 Due in one to five years 1,821 1,820 $ 7,381 $ 7,379 |
Fair Value of Assets Measured at Fair Value on Recurring Basis | The following tables set forth the fair value of our financial assets and liabilities measured at fair value on a recurring basis as of January 31, 2016 and 2015, using the above input categories (in thousands): January 31, 2016 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: Corporate debt securities $ — $ 5,559 $ — $ 5,559 Asset-backed securities — 1,820 — 1,820 Restricted cash: Certificates of deposit — 26,968 — 26,968 Money market funds 984 — — 984 Total assets measured at fair value $ 984 $ 34,347 $ — $ 35,331 January 31, 2015 Level 1 Level 2 Level 3 Fair Value Assets Restricted cash: Certificates of deposit $ — $ 3,367 $ — $ 3,367 Total assets measured at fair value $ — $ 3,367 $ — $ 3,367 |
Fair Value of Redeemable Convertible Preferred Stock Warrants | The following table provides a roll-forward of the fair value of the redeemable convertible preferred stock warrants categorized as Level 3 (in thousands): Balance at January 31, 2013 $ 2,869 Remeasurement 8,477 Exercise of redeemable convertible preferred stock warrants (10,000 ) Balance at January 31, 2014 1,346 Remeasurement (126 ) Exercise of redeemable convertible preferred stock warrants (1,220 ) Balance at January 31, 2015 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): January 31, 2016 2015 Servers $ 111,015 $ 81,068 Leasehold improvements 70,106 13,400 Computer hardware and software 11,009 8,724 Furniture and fixtures 10,461 5,046 Construction in progress 4,808 4,815 Total property and equipment 207,399 113,053 Less: accumulated depreciation (86,907 ) (54,607 ) Total property and equipment, net $ 120,492 $ 58,446 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activity | Goodwill activity is reflected in the following table (in thousands): Balance as of January 31, 2014 $ 8,081 Goodwill acquired 3,161 Balance as of January 31, 2015 11,242 Goodwill acquired—Verold 2,644 Goodwill acquired—Other 415 Balance as of January 31, 2016 $ 14,301 |
Schedule of Components of Intangible Assets | Intangible assets consisted of the following (in thousands): Weighted Average Useful Life (1) Gross Value Accumulated Amortization Net Carrying Value January 31, 2016 Developed technology 2.5 years $ 14,273 $ (10,711 ) $ 3,562 Trade name and other 6.9 years 1,201 (868 ) 333 Intangibles, net $ 15,474 $ (11,579 ) $ 3,895 January 31, 2015 Developed technology 2.7 years $ 11,124 $ (5,268 ) $ 5,856 Trade name and other 6.9 years 1,201 (714 ) 487 Intangibles, net $ 12,325 $ (5,982 ) $ 6,343 (1) From the date of acquisition |
Schedule of Expected Amortization Expense of Intangible Assets | As of January 31, 2016, expected amortization expense for intangible assets for each of the next five years and thereafter was as follows (in thousands): Years ending January 31: 2017 $ 3,352 2018 519 2019 23 2020 1 2021 and thereafter — $ 3,895 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments under Non-cancellable Capital and Operating Leases | As of January 31, 2016, future minimum lease payments under non-cancellable capital and operating leases are as follows (in thousands): Years ending January 31: Capital Leases Operating Leases, Sublease Income 2017 $ 4,977 $ 14,190 2018 4,901 19,344 2019 2,582 20,866 2020 — 23,795 2021 — 24,109 Thereafter — 169,463 Total minimum lease payments $ 12,460 $ 271,767 Less: amount representing interest (446 ) Present value of minimum lease payments $ 12,014 |
Future Payments under Non-cancellable Contractual Purchases | As of January 31, 2016, future payments under non-cancellable contractual purchases, which relate primarily to datacenter operations and sales and marketing activities, are as follows (in thousands): Years ending January 31: 2017 $ 14,517 2018 5,208 2019 954 $ 20,679 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Summary of Stock Option Activity Under Equity Incentive Plans and Related Information | The following table summarizes the stock option activity under the equity incentive plans and related information: Shares Weighted-Average Shares Subject to Weighted- Remaining Outstanding Average Exercise Contractual Life Aggregate Options Price (Years) Intrinsic Value (in thousands) Balance as of January 31, 2014 18,427,075 $ 3.65 8.45 $ 191,809 Options granted 2,918,632 15.73 Option exercised (2,306,816 ) 2.61 Options forfeited/cancelled (1,573,320 ) 5.22 Balance as of January 31, 2015 17,465,571 $ 5.67 7.80 $ 229,713 Options granted 1,898,700 15.62 Option exercised (2,196,516 ) 3.26 Options forfeited/cancelled (1,533,237 ) 8.67 Balance as of January 31, 2016 15,634,518 $ 6.92 7.12 $ 82,541 Vested and expected to vest as of January 31, 2016 15,398,572 $ 6.84 7.10 $ 82,076 Exercisable as of January 31, 2016 9,587,096 $ 4.14 6.42 $ 68,926 |
Summary of Restricted Stock Unit Activity Under Equity Incentive Plans and Related Information | The following table summarizes the restricted stock unit activity under the equity incentive plans and related information: Number of Weighted- Restricted Average Stock Units Grant Date Outstanding Fair Value Unvested balance - January 31, 2014 225,300 $ 14.06 Granted 5,091,479 15.77 Vested, net of shares withheld for employee payroll taxes (37,991 ) 14.53 Forfeited/cancelled, including shares withheld for employee payroll taxes (339,079 ) 16.42 Unvested balance - January 31, 2015 4,939,709 $ 15.66 Granted 6,052,788 15.69 Vested, net of shares withheld for employee payroll taxes (982,140 ) 16.12 Forfeited/cancelled, including shares withheld for employee payroll taxes (1,805,389 ) 16.07 Unvested balance - January 31, 2016 8,204,968 $ 15.54 |
Summary of Components of Stock-Based Compensation Expense | The following table summarizes the components of stock-based compensation expense recognized in the consolidated statements of operations (in thousands): Year Ended January 31, 2016 2015 2014 Cost of revenue $ 4,664 $ 1,492 $ 450 Research and development 24,696 11,767 3,154 Sales and marketing 19,530 11,616 5,017 General and administrative 10,614 7,054 3,128 Total stock-based compensation $ 59,504 $ 31,929 $ 11,749 |
Summary of Estimated Fair Value of Employee Stock Options | We estimated the fair value of employee stock options and ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Year Ended January 31, 2016 2015 2014 Employee Stock Options Expected term (in years) 5.5 – 6.1 5.7 – 6.2 4.9 – 6.3 Risk-free interest rate 1.5 % – 1.9 % 1.8 % – 2.1 % 0.8 % – 1.9 % Volatility 42 % – 44 % 45 % – 49 % 48 % – 57 % Dividend yield 0 % 0 % 0 % Employee Stock Purchase Plan Expected term (in years) 0.5 – 2.0 0.6 – 2.1 — Risk-free interest rate 0.2 % – 0.8 % 0.1 % – 0.6 % — Volatility 33 % – 41 % 37 % – 41 % — Dividend yield 0 % 0 % — |
Restricted Stock Awards | |
Summary of Restricted Stock Award Activity Under Equity Incentive Plans and Related Information | The following table summarizes the restricted stock awards activity under the equity incentive plans and related information: Number of Weighted- Restricted Average Stock Grant Date Outstanding Fair Value Unvested balance - January 31, 2014 387,435 $ 7.84 Granted 26,802 17.27 Vested, net of shares withheld for employee payroll taxes (213,512 ) 7.86 Forfeited/cancelled, including shares withheld for employee payroll taxes (28,064 ) 5.85 Unvested balance - January 31, 2015 172,661 $ 9.60 Granted 28,864 17.54 Vested, net of shares withheld for employee payroll taxes (102,619 ) 11.79 Forfeited/cancelled, including shares withheld for employee payroll taxes (68,299 ) 8.87 Unvested balance - January 31, 2016 30,607 $ 11.38 |
Net Loss Per Share Attributab30
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): Year Ended January 31, 2016 2015 2014 Class A Class B Class A Class B Class A Class B Numerator: Net loss $ (49,448 ) $ (153,500 ) $ (1,677 ) $ (166,550 ) $ — $ (168,557 ) Add: accretion of redeemable convertible preferred stock — — (115 ) (11,388 ) — (341 ) Add: deemed dividend on the conversion of Series F redeemable convertible preferred stock — — (23 ) (2,239 ) — — Net loss attributable to common stockholders $ (49,448 ) $ (153,500 ) $ (1,815 ) $ (180,177 ) $ — $ (168,898 ) Denominator: Weighted-average number of shares outstanding—basic and diluted 29,540 91,700 158 15,696 — 11,341 Net loss per share attributable to common stockholders—basic and diluted $ (1.67 ) $ (1.67 ) $ (11.48 ) * $ (11.48 ) $ — $ (14.89 ) * Amounts cannot be recalculated due to rounding |
Summary of Weighted Average Outstanding Shares Excluded from Computation of Diluted Net Loss per Share | The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because the impact of including them would have been antidilutive (in thousands): Year Ended January 31, 2016 2015 2014 Redeemable convertible preferred stock — 79,519 71,465 Options to purchase common stock 16,654 18,146 17,036 Restricted stock units 7,233 2,994 1 Employee stock purchase plan 3,944 — — Warrants to purchase redeemable convertible preferred stock — 86 736 Repurchasable shares from early-exercised options and unvested restricted stock 551 623 764 Contingently issuable common stock 115 91 — 28,497 101,459 90,002 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision (Benefit) For Income | The components of loss before provision (benefit) for income taxes were as follows (in thousands): Year Ended January 31, 2016 2015 2014 United States $ (155,794 ) $ (132,084 ) $ (148,032 ) Foreign (46,464 ) (36,712 ) (22,956 ) Total $ (202,258 ) $ (168,796 ) $ (170,988 ) |
Schedule of Provision (Benefit) For Income Taxes | The components of the provision (benefit) for income taxes were as follows (in thousands): Year Ended January 31, 2016 2015 2014 Current: Federal $ 29 $ 25 $ 17 State 146 135 53 Foreign 298 670 89 Total $ 473 $ 830 $ 159 Deferred: Federal $ 61 $ (1,009 ) $ (2,360 ) State — (109 ) (230 ) Foreign 156 (281 ) — Total $ 217 $ (1,399 ) $ (2,590 ) Provision (benefit) for income taxes $ 690 $ (569 ) $ (2,431 ) |
Schedule of Reconciliation of The Federal Statutory Income Tax Rate And The Provision For Income Taxes | The items accounting for the difference between income taxes computed at the federal statutory income tax rate of 34% and the provision for income taxes consisted of the following (in thousands): Year Ended January 31, 2016 2015 2014 Tax benefit at federal statutory rate $ (68,767 ) $ (57,391 ) $ (58,136 ) State taxes, net of federal benefit (8,799 ) (5,322 ) (5,071 ) Foreign rate difference 6,744 4,043 3,270 Nondeductible expenses 429 451 3,408 Research and development credit (3,533 ) (2,396 ) (1,934 ) Stock-based compensation 6,214 4,703 2,644 Change in reserve for unrecognized tax benefits 3,562 2,421 3,937 Other 61 709 (421 ) Change in valuation allowance 64,779 52,213 49,872 Provision for income taxes $ 690 $ (569 ) $ (2,431 ) |
Schedule of Components of Deferred Tax Assets and Liabilities | The significant components of our deferred tax assets and liabilities were as follows (in thousands): January 31, 2016 2015 Deferred tax assets: Net operating loss carryforward $ 184,301 $ 142,935 Accruals and reserves 26,412 11,917 Stock-based compensation 11,627 7,478 Depreciation and amortization 6,217 3,329 Tax credit carryover 4,002 4,005 Total deferred tax assets 232,559 169,664 Valuation allowance (232,211 ) (167,436 ) Total deferred tax assets, net of valuation allowance 348 2,228 Deferred tax liabilities: Acquired intangible assets (223 ) (1,947 ) Other (61 ) — Total deferred tax liabilities (284 ) (1,947 ) Net deferred tax assets $ 64 $ 281 |
Schedule of Reconciliation of Unrecognized Tax Benefit | A reconciliation of the gross unrecognized tax benefits is as follows (in thousands): Year Ended January 31, 2016 2015 2014 Unrecognized tax benefits—beginning of period $ 13,607 $ 8,147 $ 2,515 Additions for tax positions related to prior year 238 43 547 Reductions for tax positions related to prior year — (19 ) — Additions for tax positions related to current year 6,811 5,436 5,085 Unrecognized tax benefits—end of period $ 20,656 $ 13,607 $ 8,147 |
Description of Business and B32
Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Deemed dividend on the conversion of Series F redeemable convertible preferred stock | $ (2,262,000) | |||
Initial Public Offering | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuance of stock of over-allotment option | 1,875,000 | |||
Public offering price for common stock | $ 14 | $ 14 | ||
Net proceeds from initial public offering | $ 187,200,000 | |||
Underwriting discounts and commissions | 14,100,000 | |||
Initial public offering costs | $ 5,700,000 | |||
Payment of initial public offering costs | $ 2,200,000 | $ 2,900,000 | $ 588,000 | |
Conversion of stock, shares converted | 17,051,820 | |||
Deemed dividend on the conversion of Series F redeemable convertible preferred stock | $ 2,300,000 | |||
Deferred issuance cost | $ 5,700,000 | |||
Class A Common Stock | Initial Public Offering | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuance of stock | 14,375,000 | |||
Redeemable Convertible Preferred Stock | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuance of redeemable convertible preferred stock exercise of warrants (in shares) | 85,354 | |||
Redeemable Convertible Preferred Stock | Initial Public Offering | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Conversion of stock, shares converted | 76,238,097 | |||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 11,904,759 | |||
Deemed dividend on the conversion of Series F redeemable convertible preferred stock | $ 2,300,000 | |||
Series F Redeemable Convertible Preferred Stock | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuance of stock | 7,500,000 | |||
Deemed dividend on the conversion of Series F redeemable convertible preferred stock | $ 2,262,000 | |||
Series F Redeemable Convertible Preferred Stock | Initial Public Offering | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Conversion of stock, shares converted | 7,500,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Details) | Jan. 31, 2016USD ($)Customershares | Jan. 31, 2015USD ($)Customershares | Jan. 31, 2016USD ($)SourceCustomershares | Jan. 31, 2015USD ($)Customershares | Jan. 31, 2014USD ($)Customer |
Concentration Risk [Line Items] | |||||
Number of revenue sources | Source | 3 | ||||
Deferred sales commissions costs | $ 21,700,000 | $ 16,200,000 | $ 14,000,000 | ||
Amortization of deferred commissions | $ 15,816,000 | 12,079,000 | 13,500,000 | ||
Cash and cash equivalents liquid investments original maturity period | 90 days | ||||
Restricted cash | $ 27,952,000 | $ 3,367,000 | $ 27,952,000 | 3,367,000 | |
Marketable securities | $ 7,379,000 | $ 0 | 7,379,000 | 0 | 0 |
Goodwill impairment | 0 | ||||
Costs incurred during the application development stage | 0 | ||||
Advertising costs | $ 28,500,000 | 28,600,000 | 25,000,000 | ||
Remeasurement of redeemable convertible preferred stock warrant liability | $ (126,000) | $ 8,477,000 | |||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | 0 | |
Measured tax percentage of likelihood realized upon settlement | 50.00% | ||||
Redeemable Convertible Preferred Stock | |||||
Concentration Risk [Line Items] | |||||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | 0 | |
Minimum | |||||
Concentration Risk [Line Items] | |||||
Property and equipment, estimated useful lives | 2 years | ||||
Finite-lived intangible assets estimated useful lives | 2 years | ||||
Maximum | |||||
Concentration Risk [Line Items] | |||||
Property and equipment, estimated useful lives | 3 years | ||||
Finite-lived intangible assets estimated useful lives | 7 years | ||||
Credit Concentration Risk | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Number of major customer | Customer | 0 | 0 | 0 | 0 | |
Concentration risk percentage | 10.00% | 10.00% | |||
Customer Concentration Risk | Revenue | |||||
Concentration Risk [Line Items] | |||||
Number of major customer | Customer | 0 | 0 | 0 | 0 | 0 |
Concentration risk percentage | 10.00% | 10.00% | 10.00% | ||
Geographic Concentration Risk | Revenue | United States | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 82.00% | 79.00% | 80.00% | ||
Geographic Concentration Risk | Property and Equipment | United States | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 99.00% | 98.00% |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | ||
Marketable securities | $ 7,379 | $ 0 |
Proceeds from sale of marketable securities | $ 78,400 | |
Redeemable preferred stock warrants activity | 0 |
Marketable Securities and Fai35
Marketable Securities and Fair Value Measurements - Summary of Marketable Securities (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 |
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | $ 7,381 | ||
Unrealized Loss | (2) | ||
Marketable securities | 7,379 | $ 0 | $ 0 |
Corporate Debt Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 5,560 | ||
Unrealized Loss | (1) | ||
Marketable securities | 5,559 | ||
Asset-backed Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 1,821 | ||
Unrealized Loss | (1) | ||
Marketable securities | $ 1,820 |
Marketable Securities and Fai36
Marketable Securities and Fair Value Measurements - Amortized Cost and Estimated Fair Value of Marketable Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 |
Investments Debt And Equity Securities [Abstract] | |||
Amortized Cost, Less than one year | $ 5,560 | ||
Amortized Cost, Due in one to five years | 1,821 | ||
Amortized Cost | 7,381 | ||
Estimated Fair Value, Less than one year | 5,559 | ||
Estimated Fair Value, Due in one to five years | 1,820 | ||
Marketable securities | $ 7,379 | $ 0 | $ 0 |
Marketable Securities and Fai37
Marketable Securities and Fair Value Measurements - Fair Value of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2015 | Jan. 31, 2014 |
Marketable securities: | ||||
Marketable securities | $ 7,379 | $ 0 | $ 0 | |
Corporate Debt Securities | ||||
Marketable securities: | ||||
Marketable securities | 5,559 | |||
Asset-backed Securities | ||||
Marketable securities: | ||||
Marketable securities | 1,820 | |||
Fair Value Measurements Recurring | ||||
Restricted cash: | ||||
Total assets measured at fair value | 35,331 | $ 3,367 | ||
Fair Value Measurements Recurring | Level 1 | ||||
Restricted cash: | ||||
Total assets measured at fair value | 984 | |||
Fair Value Measurements Recurring | Level 2 | ||||
Restricted cash: | ||||
Total assets measured at fair value | 34,347 | 3,367 | ||
Fair Value Measurements Recurring | Corporate Debt Securities | ||||
Marketable securities: | ||||
Marketable securities | 5,559 | |||
Fair Value Measurements Recurring | Corporate Debt Securities | Level 2 | ||||
Marketable securities: | ||||
Marketable securities | 5,559 | |||
Fair Value Measurements Recurring | Asset-backed Securities | ||||
Marketable securities: | ||||
Marketable securities | 1,820 | |||
Fair Value Measurements Recurring | Asset-backed Securities | Level 2 | ||||
Marketable securities: | ||||
Marketable securities | 1,820 | |||
Fair Value Measurements Recurring | Certificates Of Deposit | ||||
Restricted cash: | ||||
Restricted cash | 26,968 | 3,367 | ||
Fair Value Measurements Recurring | Certificates Of Deposit | Level 2 | ||||
Restricted cash: | ||||
Restricted cash | 26,968 | $ 3,367 | ||
Fair Value Measurements Recurring | Money Market Funds | ||||
Restricted cash: | ||||
Restricted cash | 984 | |||
Fair Value Measurements Recurring | Money Market Funds | Level 1 | ||||
Restricted cash: | ||||
Restricted cash | $ 984 |
Marketable Securities and Fai38
Marketable Securities and Fair Value Measurements - Fair Value of Redeemable Preferred Stock Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Remeasurement of redeemable convertible preferred stock warrant liability | $ (126) | $ 8,477 |
Redeemable Convertible Preferred Stock | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning Balance | 1,346 | 2,869 |
Remeasurement of redeemable convertible preferred stock warrant liability | (126) | 8,477 |
Exercise of redeemable convertible preferred stock warrants | $ (1,220) | (10,000) |
Ending Balance | $ 1,346 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2015 |
Property Plant And Equipment [Line Items] | |||
Total property and equipment, gross | $ 207,399 | $ 113,053 | |
Less: accumulated depreciation | (86,907) | (54,607) | |
Total property and equipment, net | 120,492 | 58,446 | $ 58,446 |
Servers | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment, gross | 111,015 | 81,068 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment, gross | 70,106 | 13,400 | |
Computer hardware and software | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment, gross | 11,009 | 8,724 | |
Furniture and fixtures | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment, gross | 10,461 | 5,046 | |
Construction in progress | |||
Property Plant And Equipment [Line Items] | |||
Total property and equipment, gross | $ 4,808 | $ 4,815 |
Property and Equipment, Inc - A
Property and Equipment, Inc - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Property Plant And Equipment [Line Items] | |||
Accumulated depreciation of property and equipment acquired under capital lease | $ 2,400,000 | $ 140,000 | |
Depreciation expense | 34,800,000 | 25,400,000 | $ 15,900,000 |
Amount of interest capitalized to property and equipment | 400,000 | 311,000 | 284,000 |
Servers | |||
Property Plant And Equipment [Line Items] | |||
Gross amount of property and equipment acquired under capital lease | 13,900,000 | 1,900,000 | |
Depreciation expense | 2,300,000 | 140,000 | $ 0 |
Construction in progress | |||
Property Plant And Equipment [Line Items] | |||
Gross amount of property and equipment acquired under capital lease | $ 1,200,000 | $ 69,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | May. 04, 2015USD ($) | Jan. 31, 2016USD ($)Company | Jan. 31, 2015USD ($)Companyshares |
Business Acquisition [Line Items] | |||
Business acquisition, goodwill | $ 3,161,000 | ||
Number of companies purchased and licensed | Company | 2 | ||
Business acquisition, aggregate purchase price | $ 764,000 | ||
Shares issued in connection with acquisitions, value | 6,108,000 | 5,239,000 | |
Developed Technology | |||
Business Acquisition [Line Items] | |||
Business acquisition, developed technology | $ 349,000 | ||
Weighted average useful life | 2 years | ||
Verold, Inc. | |||
Business Acquisition [Line Items] | |||
Business acquisition, Purchase price paid in stock | $ 5,400,000 | ||
Business acquisition, goodwill | 2,600,000 | $ 2,644,000 | |
Verold, Inc. | Developed Technology | |||
Business Acquisition [Line Items] | |||
Business acquisition, developed technology | $ 2,800,000 | ||
Weighted average useful life | 2 years | ||
Other | |||
Business Acquisition [Line Items] | |||
Business acquisition, goodwill | $ 415,000 | ||
Fiscal 2015 Acquisitions | |||
Business Acquisition [Line Items] | |||
Business acquisition, Purchase price paid in stock | 5,200,000 | ||
Business acquisition, goodwill | $ 3,200,000 | ||
Number of companies purchased and licensed | Company | 2 | ||
Business acquisition, aggregate purchase price | $ 5,500,000 | ||
Business acquisition, number of shares issued | shares | 408,166 | ||
Business acquisition, Purchase price paid in cash | $ 230,000 | ||
Business acquisition, tangible assets net | 25,000 | ||
Business acquisition, deferred tax liabilities | $ 1,100,000 | ||
Issuance of common stock in connection with acquisition (in shares) | shares | 344,667 | ||
Shares issued in connection with acquisitions, value | $ 4,500,000 | ||
Fiscal 2015 Acquisitions | Employee Bonus | |||
Business Acquisition [Line Items] | |||
Business acquisition, Purchase price paid in stock | $ 2,000,000 | ||
Business acquisition, number of shares issued | shares | 155,787 | ||
Business combination, bonus cash payments to employees | $ 381,000 | ||
Fiscal 2015 Acquisitions | Employee Bonus | General and Administrative Expense | |||
Business Acquisition [Line Items] | |||
Business acquisition, aggregate transaction costs | 575,000 | ||
Fiscal 2015 Acquisitions | Maximum | |||
Business Acquisition [Line Items] | |||
Cash payment obligation | 889,000 | ||
Fiscal 2015 Acquisitions | Developed Technology | |||
Business Acquisition [Line Items] | |||
Business acquisition, developed technology | $ 3,400,000 | ||
Weighted average useful life | 2 years |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Summary of Goodwill Activity (Details) - USD ($) | May. 04, 2015 | Jan. 31, 2016 | Jan. 31, 2015 |
Goodwill - Roll forward | |||
Beginning Balance | $ 11,242,000 | $ 8,081,000 | |
Goodwill acquired | 3,161,000 | ||
Ending Balance | 14,301,000 | $ 11,242,000 | |
Verold | |||
Goodwill - Roll forward | |||
Goodwill acquired | $ 2,600,000 | 2,644,000 | |
Other | |||
Goodwill - Roll forward | |||
Goodwill acquired | $ 415,000 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets - Schedule of Components of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | ||
Finite Lived Intangible Assets [Line Items] | |||
Gross Value | $ 15,474 | $ 12,325 | |
Accumulated Amortization | (11,579) | (5,982) | |
Net Carrying Value | $ 3,895 | $ 6,343 | |
Developed Technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | [1] | 2 years 6 months | 2 years 8 months 12 days |
Gross Value | $ 14,273 | $ 11,124 | |
Accumulated Amortization | (10,711) | (5,268) | |
Net Carrying Value | $ 3,562 | $ 5,856 | |
Trade name and other | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | [1] | 6 years 10 months 24 days | 6 years 10 months 24 days |
Gross Value | $ 1,201 | $ 1,201 | |
Accumulated Amortization | (868) | (714) | |
Net Carrying Value | $ 333 | $ 487 | |
[1] | From the date of acquisition |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 5.6 | $ 3.6 | $ 2 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 3,352 | |
2,018 | 519 | |
2,019 | 23 | |
2,020 | 1 | |
Net Carrying Value | $ 3,895 | $ 6,343 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Feb. 13, 2015USD ($) | Nov. 30, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014USD ($)ft² | Jan. 31, 2016USD ($) | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($) |
Commitments And Contingencies [Line Items] | ||||||||
Letters of credit facility | $ 27,000,000 | $ 27,000,000 | ||||||
Letters of credit, maturity date | Dec. 1, 2018 | |||||||
Capital lease term | 3 years | |||||||
Interest expense in relation to capital lease | $ 198,000 | 7,000 | ||||||
Non-cancellable lease expiration year | 2,029 | |||||||
Non-cancellable operating lease payments | $ 258,000,000 | 271,767,000 | ||||||
Tenant Incentives lease Receivables | $ 3,000,000 | |||||||
Rent expense | 20,900,000 | 5,600,000 | $ 5,300,000 | |||||
Sublease income | 1,300,000 | 1,800,000 | 1,100,000 | |||||
Amortization of intangible assets | $ 5,600,000 | 3,600,000 | $ 2,000,000 | |||||
Open Text S.A. | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Damage awarded | $ 4,900,000 | |||||||
Accrual for settlement payable | 4,900,000 | |||||||
Litigation settlement expense | 3,900,000 | |||||||
Weighted Average Useful Life | 14 months | |||||||
Accrued additional liability related to the interest on the legal verdict | $ 659,000 | |||||||
Open Text S.A. | General and Administrative Expense | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Amortization of intangible assets | 855,000 | |||||||
Subleases Expire in Fiscal 2018 and 2019 | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Non-cancellable sublease proceeds for the year ending January 31, 2017 | 6,500,000 | |||||||
Non-cancellable sublease proceeds for the year ending January 31, 2018 | 4,400,000 | |||||||
Non-cancellable sublease proceeds for the year ending January 31, 2019 | $ 2,800,000 | |||||||
Redwood City California | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Area of office space | ft² | 340,000 | |||||||
Minimum | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Operating lease expiration year | 2,017 | |||||||
Term of sublease arrangement | 18 months | 18 months | 18 months | |||||
Non-cancellable sublease expiration year | 2,018 | |||||||
Weighted Average Useful Life | 2 years | |||||||
Maximum | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Operating lease expiration year | 2,029 | |||||||
Term of sublease arrangement | 36 months | 36 months | 36 months | |||||
Non-cancellable sublease expiration year | 2,019 | |||||||
Weighted Average Useful Life | 7 years | |||||||
Securities Pledged as Collateral | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Certificate of deposit held as collateral for letter of credit | $ 27,000,000 | $ 2,000,000 |
Commitments and Contingencies47
Commitments and Contingencies - Future Minimum Lease Payments under Non-cancellable Capital and Operating Leases (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Sep. 30, 2014 |
Capital Leases | ||
Capital Leases, 2017 | $ 4,977 | |
Capital Leases, 2018 | 4,901 | |
Capital Leases, 2019 | 2,582 | |
Capital Leases, Total minimum lease payments | 12,460 | |
Capital Leases, Less: amount representing interest | (446) | |
Capital Leases, Present value of minimum lease payments | 12,014 | |
Operating Leases | ||
Operating Leases, net of Sublease Income, 2017 | 14,190 | |
Operating Leases, net of Sublease Income, 2018 | 19,344 | |
Operating Leases, net of Sublease Income, 2019 | 20,866 | |
Operating Leases, net of Sublease Income, 2020 | 23,795 | |
Operating Leases, net of Sublease Income, 2021 | 24,109 | |
Operating Leases, net of Sublease Income, Thereafter | 169,463 | |
Operating Leases, net of Sublease Income, Total minimum lease payments | $ 271,767 | $ 258,000 |
Commitments and Contingencies48
Commitments and Contingencies - Future Payments under Non-cancellable Contractual Purchases (Details) $ in Thousands | Jan. 31, 2016USD ($) |
Contractual Obligation Fiscal Year Maturity [Abstract] | |
2,017 | $ 14,517 |
2,018 | 5,208 |
2,019 | 954 |
Total | $ 20,679 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2014 | Jul. 31, 2014 | Aug. 31, 2013 | Jun. 30, 2012 | May. 31, 2012 | Apr. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Mar. 31, 2011 | Jan. 31, 2011 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Apr. 30, 2015 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||||||||||||||||||
Unamortized debt issuance and term fee with penalty | $ 1,400,000 | |||||||||||||||||
Amount of interest capitalized to property and equipment | $ 400,000 | $ 311,000 | $ 284,000 | |||||||||||||||
Hercules 2010 Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility maturity date | Dec. 31, 2014 | |||||||||||||||||
Interest percentage rate | 8.50% | |||||||||||||||||
Percentage of term payment | 5.00% | |||||||||||||||||
Principal payments | 968,000 | $ 577,000 | ||||||||||||||||
Hercules 2010 Agreement | Equipment Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 3,000,000 | |||||||||||||||||
Hercules 2010 Agreement | Growth Capital Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 7,000,000 | |||||||||||||||||
Hercules 2010 Agreement | Borrowings | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loan borrowings | $ 1,600,000 | |||||||||||||||||
Hercules 2010 Agreement | Wall Street Journal [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Prime variable interest percentage rate | 5.25% | |||||||||||||||||
Hercules 2010 Agreement | Series C Redeemable Convertible Preferred Stock | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Issued warrants | 199,219 | |||||||||||||||||
Hercules 2010 Agreement | Series D Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Issued warrants | 158,133 | |||||||||||||||||
Redeemable convertible preferred stock, purchase price per share | $ 3.1619 | |||||||||||||||||
Hercules 2011 Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility maturity date | Mar. 1, 2016 | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||||||||||||||||
Prime variable interest percentage rate | 7.50% | |||||||||||||||||
Percentage of term payment | 2.50% | |||||||||||||||||
Principal payments | 10,000,000 | 0 | ||||||||||||||||
Issued warrants | 62,255 | |||||||||||||||||
Hercules 2011 Agreement | Borrowings | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loan borrowings | $ 353,000 | $ 4,800,000 | $ 4,800,000 | |||||||||||||||
Hercules 2011 Agreement | Wall Street Journal [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Prime variable interest percentage rate | 7.50% | |||||||||||||||||
Hercules 2011 Agreement | Wall Street Journal Minus | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Prime variable interest percentage rate | 3.75% | |||||||||||||||||
Hercules 2011 Agreement | Series D-1 Redeemable Convertible Preferred Stock | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Issued warrants | 124,511 | |||||||||||||||||
Redeemable convertible preferred stock, purchase price per share | $ 8.0314 | |||||||||||||||||
Hercules 2012 Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility maturity date | Jul. 1, 2016 | |||||||||||||||||
Prime variable interest percentage rate | 8.875% | |||||||||||||||||
Interest percentage rate | 8.375% | |||||||||||||||||
Percentage of term payment | 4.50% | |||||||||||||||||
Principal payments | 20,000,000 | 0 | ||||||||||||||||
Hercules 2012 Agreement | Growth Capital Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | |||||||||||||||||
Hercules 2012 Agreement | Borrowings | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loan borrowings | $ 10,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||||||||
Hercules 2012 Agreement | Wall Street Journal [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Prime variable interest percentage rate | 8.875% | |||||||||||||||||
Hercules 2012 Agreement | Wall Street Journal Minus | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Prime variable interest percentage rate | 3.75% | |||||||||||||||||
Hercules 2012 Agreement | Series D-2 Redeemable Convertible Preferred Stock | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Redeemable convertible preferred stock, purchase price per share | $ 9.0657 | |||||||||||||||||
Issuance of Stock (in shares) | 220,751 | |||||||||||||||||
Hercules Technology Growth Capital Incorporation | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | 3,000,000 | 1,900,000 | ||||||||||||||||
Amount of interest capitalized to property and equipment | 200,000 | $ 585,000 | ||||||||||||||||
August Two Thousand Thirteen Facility | Letter Of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest percentage rate | 3.25% | |||||||||||||||||
Line of credit facility, amount drawn | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||
August Two Thousand Thirteen Facility | Secured Debt | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility maturity date | Aug. 31, 2016 | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | $ 100,000,000 | $ 60,000,000 | |||||||||||||||
Interest percentage rate | 3.30% | 3.40% | ||||||||||||||||
Interest expense | 1,900,000 | 2,500,000 | 946,000 | |||||||||||||||
Amount of interest capitalized to property and equipment | $ 400,000 | 311,000 | $ 84,000 | |||||||||||||||
Line of credit facility, term | 2 years | |||||||||||||||||
Line of credit facility, unused commitment fee percentage | 0.50% | |||||||||||||||||
Line of credit facility, amount drawn | $ 12,000,000 | $ 34,000,000 | ||||||||||||||||
Line of credit facility, amount paid down | $ 6,000,000 | |||||||||||||||||
Line of credit facility | 40,000,000 | |||||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 10,000,000 | |||||||||||||||||
Repayments of outstanding principal balance | $ 40,000,000 | |||||||||||||||||
August Two Thousand Thirteen Facility | London Interbank Offer Rate (LIBOR) | Secured Debt | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, floating interest rate | 3.00% | |||||||||||||||||
August Two Thousand Thirteen Facility | Alternate Base Rate (ABR) | Secured Debt | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, floating interest rate | 2.00% | |||||||||||||||||
December Two Thousand Fifteen Facility | Secured Debt | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility maturity date | Dec. 31, 2017 | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | |||||||||||||||||
Interest percentage rate | 1.82% | |||||||||||||||||
Line of credit facility, amount drawn | $ 40,000,000 | |||||||||||||||||
Debt instrument, description of variable rate basis | The December 2015 Facility is denominated in U.S. dollars and, depending on certain conditions, each borrowing is subject to a floating interest rate equal to either the prime rate plus a spread of 0.25% to 2.75% or a reserve adjusted LIBOR rate (based on one, three or six-month interest periods) plus a spread of 1.25% to 3.75%. | |||||||||||||||||
Line of credit facility, commitment fee percentage | 0.20% | |||||||||||||||||
December Two Thousand Fifteen Facility | Secured Debt | Revolving Credit Facility | Minimum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Certificate of deposit held as collateral for letter of credit | $ 0 | |||||||||||||||||
Minimum deposit amount with lender | $ 40,000,000 | |||||||||||||||||
December Two Thousand Fifteen Facility | London Interbank Offer Rate (LIBOR) | Secured Debt | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, floating interest rate | 1.25% | |||||||||||||||||
December Two Thousand Fifteen Facility | London Interbank Offer Rate (LIBOR) | Secured Debt | Revolving Credit Facility | Minimum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, floating interest rate | 1.25% | |||||||||||||||||
December Two Thousand Fifteen Facility | London Interbank Offer Rate (LIBOR) | Secured Debt | Revolving Credit Facility | Maximum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, floating interest rate | 3.75% | |||||||||||||||||
December Two Thousand Fifteen Facility | Prime Rate | Secured Debt | Revolving Credit Facility | Minimum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, floating interest rate | 0.25% | |||||||||||||||||
December Two Thousand Fifteen Facility | Prime Rate | Secured Debt | Revolving Credit Facility | Maximum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, floating interest rate | 2.75% |
Redeemable Convertible Prefer50
Redeemable Convertible Preferred Stock and Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Temporary Equity [Line Items] | ||||
Common stock share conversion, description | if we consummated an initial public offering on or prior to July 7, 2015, each share of Series F redeemable convertible preferred stock would convert into shares of Class B common stock equal to lesser of (i) $20.00 divided by the lesser of 90% of the price per share of Class A common stock sold in the initial public offering or (ii) $20.00. | |||
Deemed dividend on the conversion of Series F redeemable convertible preferred stock | $ (2,262) | |||
Liquidation, dissolution or winding up amount received to series F redeemable convertible preferred stock holders | $ 20 | |||
Liquidation, dissolution or winding up additional amount received to series F redeemable convertible preferred stock holders | $ 3 | |||
Accretion of redeemable convertible preferred shares | $ 0 | 11,503 | $ 341 | |
Series A redeemable convertible preferred stock warrants outstanding | 87,140 | 87,140 | ||
Series A redeemable convertible preferred stock warrants exercise price | $ 0.29 | $ 0.29 | ||
Initial Public Offering | ||||
Temporary Equity [Line Items] | ||||
Deemed dividend on the conversion of Series F redeemable convertible preferred stock | $ 2,300 | |||
Series A redeemable convertible preferred stock fair value of warrants | $ 1,200 | |||
Class B Common Stock | ||||
Temporary Equity [Line Items] | ||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 88,228,210 | |||
Issuance of redeemable convertible preferred stock exercise of warrants (in shares) | 85,354 | |||
Incremental shares of common stock issued to series F redeemable convertible preferred stock holders | 4,404,759 | |||
Accretion of redeemable convertible preferred shares | 11,388 | $ 341 | ||
Class A Common Stock | ||||
Temporary Equity [Line Items] | ||||
Accretion of redeemable convertible preferred shares | $ 115 | |||
Class A Common Stock | Initial Public Offering | ||||
Temporary Equity [Line Items] | ||||
Conversion of series F redeemable convertible preferred stock to common stock, price per share | $ 20 | |||
Class A Common Stock | Initial Public Offering | Maximum | ||||
Temporary Equity [Line Items] | ||||
Conversion of series F redeemable convertible preferred stock to common stock, percentage of price per share | 90.00% |
Common Stock and Stockholders51
Common Stock and Stockholders' Equity (Deficit) (Details) - $ / shares | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Class Of Stock [Line Items] | ||
Common Stock, shares authorized | 1,300,000,000 | |
Common Stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, conversion features | Established that shares of our Class B common stock are voluntarily convertible into shares of our Class A common stock at the option of the holder and generally automatically convertible into shares of our Class A common stock upon transfer. | |
Treasury Stock, shares | 3,052,953 | 3,052,953 |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | 1 vote per share | |
Class B Common Stock | ||
Class Of Stock [Line Items] | ||
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | 10 votes per share |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Liabilities related to early exercises of stock options | $ 286,000 | $ 11,000 | $ 286,000 | |
Unvested shares subject to repurchase | 113,541 | 9,375 | 113,541 | |
Aggregate intrinsic value of exercised options | $ 24,800,000 | $ 27,500,000 | $ 17,800,000 | |
Aggregate estimated fair value of stock options granted to employees vested | $ 16,700,000 | $ 16,400,000 | $ 7,400,000 | |
Weighted-average grant date fair value of options granted to employees | $ 6.72 | $ 7.46 | $ 4.75 | |
Unrecognized stock-based compensation expense related to stock option | $ 29,200,000 | |||
Remaining weighted-average period | 2 years 5 months 1 day | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Remaining weighted-average period | 3 years 15 days | |||
Unrecognized stock-based compensation expense | $ 111,000,000 | |||
Unvested shares outstanding | 4,939,709 | 8,204,968 | 4,939,709 | 225,300 |
Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Remaining weighted-average period | 8 months 16 days | |||
Unrecognized stock-based compensation expense | $ 123,000 | |||
Unvested shares outstanding | 172,661 | 30,607 | 172,661 | 387,435 |
Employee Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | |
2015 Equity Incentive Plan | Class A Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares common stock reserved for issuance | 12,200,000 | 13,777,992 | 12,200,000 | |
Shares common stock, increase | 12,200,000 | |||
Shares common stock, outstanding shares of capital stock | 5.00% | |||
2015 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares common stock reserved for issuance | 2,761,742 | |||
Percentage of eligible compensation allowed to employees to purchase shares at a discount | 15.00% | |||
Description of offering period excluding initial offering period | Except for the initial offering period, our 2015 ESPP provides for 24-month offering periods beginning March 16 and September 16 of each year, and each offering period will consist of four six-month purchase periods. | |||
Purchase price of common stock, percentage | 85.00% | |||
Remaining weighted-average period | 1 year 7 months 13 days | |||
Unrecognized stock-based compensation expense | $ 11,800,000 | |||
2015 Employee Stock Purchase Plan | Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Remaining weighted-average period | 1 year 7 months 13 days | |||
Unrecognized stock-based compensation expense | $ 2,200,000 | |||
Issuance of common stock in connection with acquisition (in shares) | 344,667 | |||
Weighted average grant date fair value, 2015 acquisition | $ 12.96 | |||
Unvested shares outstanding | 267,717 | |||
2015 Employee Stock Purchase Plan | Class A Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares common stock reserved for issuance | 2,500,000 | |||
Shares common stock, increase | 2,500,000 | |||
Shares common stock, outstanding shares of capital stock | 1.00% | |||
Other Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares common stock reserved for issuance | 71,037 | |||
Remaining weighted-average period | 1 year 4 months 28 days | |||
Unrecognized stock-based compensation expense | $ 700,000 | |||
Unvested shares outstanding | 65,705 | |||
Vesting Commencement Per Year | 2015 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options and restricted stock units vesting percentage | 25.00% | |||
Vesting Commencement Per Month | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options and restricted stock units vesting percentage | 2.08% | |||
Vesting Commencement Per Quarter | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options and restricted stock units vesting percentage | 6.25% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity Under Equity Incentive Plans and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares Subject to Outstanding Options, Beginning balance | 17,465,571 | 18,427,075 | |
Shares Subject to Outstanding Options, Options granted | 1,898,700 | 2,918,632 | |
Shares Subject to Outstanding Options, Options exercised | (2,196,516) | (2,306,816) | |
Shares Subject to Outstanding Options, Options forfeited/cancelled | (1,533,237) | (1,573,320) | |
Shares Subject to Outstanding Options, Ending balance | 15,634,518 | 17,465,571 | 18,427,075 |
Shares Subject to Outstanding Options, Vested and expected to vest | 15,398,572 | ||
Shares Subject to Outstanding Options, Exercisable | 9,587,096 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price, Beginning Balance | $ 5.67 | $ 3.65 | |
Weighted Average Exercise Price, Options granted | 15.62 | 15.73 | |
Weighted Average Exercise Price, Options exercised | 3.26 | 2.61 | |
Weighted Average Exercise Price, Options forfeited/cancelled | 8.67 | 5.22 | |
Weighted Average Exercise Price, Ending Balance | 6.92 | $ 5.67 | $ 3.65 |
Weighted Average Exercise Price, Vested and expected to vest | 6.84 | ||
Weighted Average Exercise Price, Exercisable | $ 4.14 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average Remaining Contractual Life (Years) | 7 years 1 month 13 days | 7 years 9 months 18 days | 8 years 5 months 12 days |
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest | 7 years 1 month 6 days | ||
Weighted Average Remaining Contractual Life (Years), Exercisable | 6 years 5 months 1 day | ||
Aggregate Intrinsic Value, Balance | $ 82,541 | $ 229,713 | $ 191,809 |
Aggregate Intrinsic Value, Vested and expected to vest | 82,076 | ||
Aggregate Intrinsic Value, Exercisable | $ 68,926 |
Stock-Based Compensation - Su54
Stock-Based Compensation - Summary of Restricted Stock Unit and Awards Activity Under Equity Incentive Plans and Related Information (Details) - $ / shares | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Number of Restricted Stock Units/Awards Outstanding, Unvested Beginning Balance | 4,939,709 | 225,300 |
Number of Restricted Stock Units/Awards Outstanding Granted | 6,052,788 | 5,091,479 |
Number of Restricted Stock Units/Awards Outstanding, Vested | (982,140) | (37,991) |
Number of Restricted Stock Units/Awards Outstanding, Forfeited/cancelled | (1,805,389) | (339,079) |
Number of Restricted Stock Units/Awards Outstanding Unvested Ending Balance | 8,204,968 | 4,939,709 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted-Average Grant Date Fair Value, Unvested Beginning Balance | $ 15.66 | $ 14.06 |
Weighted-Average Grant Date Fair Value, Granted | 15.69 | 15.77 |
Weighted-Average Grant Date Fair Value, Vested | 16.12 | 14.53 |
Weighted-Average Grant Date Fair Value, Forfeited/cancelled | 16.07 | 16.42 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 15.54 | $ 15.66 |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Number of Restricted Stock Units/Awards Outstanding, Unvested Beginning Balance | 172,661 | 387,435 |
Number of Restricted Stock Units/Awards Outstanding Granted | 28,864 | 26,802 |
Number of Restricted Stock Units/Awards Outstanding, Vested | (102,619) | (213,512) |
Number of Restricted Stock Units/Awards Outstanding, Forfeited/cancelled | (68,299) | (28,064) |
Number of Restricted Stock Units/Awards Outstanding Unvested Ending Balance | 30,607 | 172,661 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted-Average Grant Date Fair Value, Unvested Beginning Balance | $ 9.60 | $ 7.84 |
Weighted-Average Grant Date Fair Value, Granted | 17.54 | 17.27 |
Weighted-Average Grant Date Fair Value, Vested | 11.79 | 7.86 |
Weighted-Average Grant Date Fair Value, Forfeited/cancelled | 8.87 | 5.85 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 11.38 | $ 9.60 |
Stock-Based Compensation - Su55
Stock-Based Compensation - Summary of Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 59,504 | $ 31,929 | $ 11,749 |
Cost of Revenue | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 4,664 | 1,492 | 450 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 24,696 | 11,767 | 3,154 |
Sales and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 19,530 | 11,616 | 5,017 |
General and Administrative Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 10,614 | $ 7,054 | $ 3,128 |
Stock-Based Compensation - Su56
Stock-Based Compensation - Summary of Estimated Fair Value of Employee Stock Options (Details) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 0.20% | 0.10% | |
Risk-free interest rate, Maximum | 0.80% | 0.60% | |
Volatility, Minimum | 33.00% | 37.00% | |
Volatility, Maximum | 41.00% | 41.00% | |
Dividend yield | 0.00% | 0.00% | |
Employee Stock Purchase Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 7 months 6 days | |
Employee Stock Purchase Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 2 years | 2 years 1 month 6 days | |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 1.50% | 1.80% | 0.80% |
Risk-free interest rate, Maximum | 1.90% | 2.10% | 1.90% |
Volatility, Minimum | 42.00% | 45.00% | 48.00% |
Volatility, Maximum | 44.00% | 49.00% | 57.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Employee Stock Option | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 6 months | 5 years 8 months 12 days | 4 years 10 months 24 days |
Employee Stock Option | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 1 month 6 days | 6 years 2 months 12 days | 6 years 3 months 18 days |
Net Loss per Share Attributab57
Net Loss per Share Attributable to Common Stockholders - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | ||
Numerator: | ||||
Net loss | $ (202,948) | $ (168,227) | $ (168,557) | |
Add: accretion of redeemable convertible preferred stock | 0 | (11,503) | (341) | |
Net loss attributable to common stockholders | $ (202,948) | $ (181,992) | $ (168,898) | |
Denominator: | ||||
Weighted-average number of shares outstanding—basic and diluted | 121,240 | 15,854 | 11,341 | |
Net loss per share attributable to common stockholders—basic and diluted | $ (1.67) | $ (11.48) | $ (14.89) | |
Class A Common Stock | ||||
Numerator: | ||||
Net loss | $ (49,448) | $ (1,677) | ||
Add: accretion of redeemable convertible preferred stock | (115) | |||
Add: deemed dividend on the conversion of Series F redeemable convertible preferred stock | (23) | |||
Net loss attributable to common stockholders | $ (49,448) | $ (1,815) | ||
Denominator: | ||||
Weighted-average number of shares outstanding—basic and diluted | 29,540 | 158 | ||
Net loss per share attributable to common stockholders—basic and diluted | $ (1.67) | $ (11.48) | [1] | |
Class B Common Stock | ||||
Numerator: | ||||
Net loss | $ (153,500) | $ (166,550) | $ (168,557) | |
Add: accretion of redeemable convertible preferred stock | (11,388) | (341) | ||
Add: deemed dividend on the conversion of Series F redeemable convertible preferred stock | (2,239) | |||
Net loss attributable to common stockholders | $ (153,500) | $ (180,177) | $ (168,898) | |
Denominator: | ||||
Weighted-average number of shares outstanding—basic and diluted | 91,700 | 15,696 | 11,341 | |
Net loss per share attributable to common stockholders—basic and diluted | $ (1.67) | $ (11.48) | $ (14.89) | |
[1] | Amounts cannot be recalculated due to rounding |
Net Loss per Share Attributab58
Net Loss per Share Attributable to Common Stockholders - Summary of Weighted Average Outstanding Shares Excluded from Computation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 28,497 | 101,459 | 90,002 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 79,519 | 71,465 | |
Options to purchase common stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,654 | 18,146 | 17,036 |
Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,233 | 2,994 | 1 |
Warrants to purchase redeemable convertible | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 86 | 736 | |
Repurchasable shares from early-exercised options and unvested restricted stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 551 | 623 | 764 |
Contingently issuable common stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 115 | 91 | |
Employee Stock Purchase Plan | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,944 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Provision (Benefit) For Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (155,794) | $ (132,084) | $ (148,032) |
Foreign | (46,464) | (36,712) | (22,956) |
Loss before provision (benefit) for income taxes | $ (202,258) | $ (168,796) | $ (170,988) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Current: | |||
Federal | $ 29 | $ 25 | $ 17 |
State | 146 | 135 | 53 |
Foreign | 298 | 670 | 89 |
Total | 473 | 830 | 159 |
Deferred: | |||
Federal | 61 | (1,009) | (2,360) |
State | (109) | (230) | |
Foreign | 156 | (281) | |
Total | 217 | (1,399) | (2,590) |
Provision (benefit) for income taxes | $ 690 | $ (569) | $ (2,431) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income Tax Disclosure [Line Items] | |||
Federal statutory income tax rate | 34.00% | ||
Valuation allowance increase, amount | $ (64,800) | $ (52,200) | $ (43,100) |
Release of deferred tax valuation allowance | 0 | $ (1,117) | $ (2,590) |
Excess tax benefits from employee stock option exercises included in net operating loss and research and development tax credit forwards | 18,300 | ||
Federal | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carry forwards | 423,700 | ||
Tax credit carry forward | $ 10,700 | ||
Operating loss carryforwards expiration year | 2,025 | ||
Research and development tax credit carryforwards expiration year | 2,025 | ||
State | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carry forwards | $ 392,300 | ||
Tax credit carry forward | 11,500 | ||
Foreign | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carry forwards | $ 125,600 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of The Federal Statutory Income Tax Rate And The Provision For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | $ (68,767) | $ (57,391) | $ (58,136) |
State taxes, net of federal benefit | (8,799) | (5,322) | (5,071) |
Foreign rate difference | 6,744 | 4,043 | 3,270 |
Nondeductible expenses | 429 | 451 | 3,408 |
Research and development credit | (3,533) | (2,396) | (1,934) |
Stock-based compensation | 6,214 | 4,703 | 2,644 |
Change in reserve for unrecognized tax benefits | 3,562 | 2,421 | 3,937 |
Other | 61 | 709 | (421) |
Change in valuation allowance | 64,779 | 52,213 | 49,872 |
Provision (benefit) for income taxes | $ 690 | $ (569) | $ (2,431) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 184,301 | $ 142,935 |
Accruals and reserves | 26,412 | 11,917 |
Stock-based compensation | 11,627 | 7,478 |
Depreciation and amortization | 6,217 | 3,329 |
Tax credit carryover | 4,002 | 4,005 |
Total deferred tax assets | 232,559 | 169,664 |
Valuation allowance | (232,211) | (167,436) |
Total deferred tax assets, net of valuation allowance | 348 | 2,228 |
Deferred tax liabilities: | ||
Acquired intangible assets | (223) | (1,947) |
Other | (61) | |
Total deferred tax liabilities | (284) | (1,947) |
Net deferred tax assets | $ 64 | $ 281 |
Income Taxes - Schedule of Re64
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits—beginning of period | $ 13,607 | $ 8,147 | $ 2,515 |
Additions for tax positions related to prior year | 238 | 43 | 547 |
Reductions for tax positions related to prior year | (19) | ||
Additions for tax positions related to current year | 6,811 | 5,436 | 5,085 |
Unrecognized tax benefits—end of period | $ 20,656 | $ 13,607 | $ 8,147 |
Segments - Additional Informati
Segments - Additional Information (Details) | 12 Months Ended |
Jan. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Details) | 12 Months Ended |
Jan. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Maximum allowed percentage of employee's pre-tax salary contributed to the 401(k) plan | 100.00% |