Cover
Cover - USD ($) shares in Millions, $ in Billions | 12 Months Ended | ||
Jan. 31, 2024 | Feb. 29, 2024 | Jul. 31, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 31, 2024 | ||
Current Fiscal Year End Date | --01-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38451 | ||
Entity Registrant Name | Zuora, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-5530976 | ||
Entity Address, Address Line One | 101 Redwood Shores Parkway | ||
Entity Address, City or Town | Redwood City | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94065 | ||
City Area Code | 888 | ||
Local Phone Number | 976-9056 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | ZUO | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.3 | ||
Documents Incorporated by Reference | Portions of the Registrant's definitive Proxy Statement relating to the 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended January 31, 2024. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. | ||
Entity Central Index Key | 0001423774 | ||
Document Fiscal Year Focus | 2024 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 137.8 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8.2 |
Audit Information
Audit Information | 12 Months Ended |
Jan. 31, 2024 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Santa Clara, California |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 256,065 | $ 203,239 |
Short-term investments | 258,120 | 183,006 |
Accounts receivable, net of allowance for credit losses of $2,142 and $4,001 as of January 31, 2024 and January 31, 2023, respectively | 124,602 | 91,740 |
Deferred commissions, current portion | 15,870 | 16,282 |
Prepaid expenses and other current assets | 23,261 | 24,285 |
Total current assets | 677,918 | 518,552 |
Property and equipment, net | 25,961 | 27,159 |
Operating lease right-of-use assets | 22,462 | 22,768 |
Purchased intangibles, net | 10,082 | 13,201 |
Deferred commissions, net of current portion | 27,250 | 28,250 |
Goodwill | 56,657 | 53,991 |
Other assets | 3,506 | 4,677 |
Total assets | 823,836 | 668,598 |
Current liabilities: | ||
Accounts payable | 3,161 | 1,073 |
Accrued expenses and other current liabilities | 32,157 | 103,678 |
Accrued employee liabilities | 37,722 | 30,483 |
Deferred revenue, current portion | 199,615 | 167,145 |
Operating lease liabilities, current portion | 6,760 | 9,240 |
Total current liabilities | 279,415 | 311,619 |
Long-term debt | 359,525 | 210,403 |
Deferred revenue, net of current portion | 2,802 | 442 |
Operating lease liabilities, net of current portion | 37,100 | 37,924 |
Deferred tax liabilities | 3,725 | 3,717 |
Other long-term liabilities | 7,582 | 7,333 |
Total liabilities | 690,149 | 571,438 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Additional paid-in capital | 964,141 | 859,482 |
Accumulated other comprehensive loss | (859) | (919) |
Accumulated deficit | (829,610) | (761,417) |
Total stockholders’ equity | 133,687 | 97,160 |
Total liabilities and stockholders’ equity | 823,836 | 668,598 |
Class A common stock | ||
Stockholders’ equity: | ||
Common stock | 14 | 13 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Allowance for credit losses | $ 2,142 | $ 4,001 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000 | 500,000 |
Common stock, issued (in shares) | 137,792 | 127,384 |
Common stock, outstanding (in shares) | 137,792 | 127,384 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000 | 500,000 |
Common stock, issued (in shares) | 8,240 | 8,121 |
Common stock, outstanding (in shares) | 8,240 | 8,121 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Revenue: | |||
Total revenue | $ 431,661 | $ 396,087 | $ 346,738 |
Cost of revenue: | |||
Total cost of revenue | 146,974 | 153,229 | 140,106 |
Gross profit | 284,687 | 242,858 | 206,632 |
Operating expenses: | |||
Research and development | 108,288 | 102,564 | 83,219 |
Sales and marketing | 166,215 | 173,871 | 143,366 |
General and administrative | 74,591 | 78,878 | 76,223 |
Litigation settlement | 0 | 75,000 | 0 |
Total operating expenses | 349,094 | 430,313 | 302,808 |
Loss from operations | (64,407) | (187,455) | (96,176) |
Change in fair value of debt conversion and warrant liabilities | (2,234) | 9,214 | 0 |
Interest expense | (21,480) | (15,133) | (152) |
Interest and other income (expense), net | 22,079 | 5,986 | (1,670) |
Loss before income taxes | (66,042) | (187,388) | (97,998) |
Income tax provision | 2,151 | 10,582 | 1,427 |
Net loss | (68,193) | (197,970) | (99,425) |
Comprehensive loss: | |||
Foreign currency translation adjustment | (672) | (461) | (673) |
Unrealized gain (loss) on available-for-sale securities | 732 | (350) | (231) |
Comprehensive loss | $ (68,133) | $ (198,781) | $ (100,329) |
Net loss per share, basic (in dollars per share) | $ (0.49) | $ (1.51) | $ (0.80) |
Net loss per share, diluted (in dollars per share) | $ (0.49) | $ (1.51) | $ (0.80) |
Weighted-average shares outstanding used in calculating net loss per share, basic (in shares) | 140,147 | 131,441 | 124,206 |
Weighted-average shares outstanding used in calculating net loss per share, diluted (in shares) | 140,147 | 131,441 | 124,206 |
Subscription | |||
Revenue: | |||
Total revenue | $ 383,396 | $ 338,391 | $ 287,747 |
Cost of revenue: | |||
Total cost of revenue | 84,599 | 81,094 | 68,285 |
Professional services | |||
Revenue: | |||
Total revenue | 48,265 | 57,696 | 58,991 |
Cost of revenue: | |||
Total cost of revenue | $ 62,375 | $ 72,135 | $ 71,821 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A common stock | Class B common stock | Common Stock Class A common stock | Common Stock Class B common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Jan. 31, 2021 | 109,900,000 | 11,004,000 | ||||||
Beginning balance at Jan. 31, 2021 | $ 171,913 | $ 11 | $ 1 | $ 635,127 | $ 796 | $ (464,022) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 4,371,000 | (4,371,000) | ||||||
Conversion of Class B common stock to Class A common stock | 0 | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 509,000 | 2,389,000 | ||||||
Issuance of common stock upon exercise of stock options | 18,499 | $ 1 | 18,498 | |||||
Lapse of restrictions on common stock related to early exercise of stock options | 26 | 26 | ||||||
RSU releases (in shares) | 3,462,000 | 26,000 | ||||||
Issuance of common stock under the ESPP (in shares) | 705,000 | |||||||
Issuance of common stock under the ESPP | $ 7,428 | 7,428 | ||||||
Charitable donation of stock (in shares) | 61,012 | 61,000 | ||||||
Charitable donation of stock | $ 1,000 | 1,000 | ||||||
Stock-based compensation | 72,070 | 72,070 | ||||||
Other comprehensive income (loss) | (904) | (904) | ||||||
Net loss | (99,425) | (99,425) | ||||||
Ending balance (in shares) at Jan. 31, 2022 | 119,008,000 | 9,048,000 | ||||||
Ending balance at Jan. 31, 2022 | 170,607 | $ 12 | $ 1 | 734,149 | (108) | (563,447) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 1,355,000 | (1,355,000) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 49,000 | 428,000 | ||||||
Issuance of common stock upon exercise of stock options | 2,471 | 2,471 | ||||||
RSU releases (in shares) | 5,795,000 | |||||||
RSU releases | 1 | $ 1 | ||||||
Issuance of common stock under the ESPP (in shares) | 1,076,000 | |||||||
Issuance of common stock under the ESPP | $ 7,019 | 7,019 | ||||||
Charitable donation of stock (in shares) | 101,317 | 101,000 | ||||||
Charitable donation of stock | $ 1,000 | 1,000 | ||||||
Stock-based compensation | 96,401 | 96,401 | ||||||
Issuance of warrants | 18,442 | 18,442 | ||||||
Other comprehensive income (loss) | (811) | (811) | ||||||
Net loss | (197,970) | (197,970) | ||||||
Ending balance (in shares) at Jan. 31, 2023 | 127,384,000 | 8,121,000 | 127,384,000 | 8,121,000 | ||||
Ending balance at Jan. 31, 2023 | $ 97,160 | $ 13 | $ 1 | 859,482 | (919) | (761,417) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 515,000 | (515,000) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 634,000 | 0 | 634,000 | |||||
Issuance of common stock upon exercise of stock options | $ 2,280 | $ 1 | 2,279 | |||||
RSU and PSU releases (in shares) | 8,295,000 | |||||||
Issuance of common stock under the ESPP (in shares) | 1,598,000 | |||||||
Issuance of common stock under the ESPP | $ 8,401 | 8,401 | ||||||
Charitable donation of stock (in shares) | 0 | |||||||
Stock-based compensation | $ 101,052 | 101,052 | ||||||
Reclassification of warrants to liability, net of allocated debt issuance costs, to Accrued expenses and other current liabilities | (7,073) | (7,073) | ||||||
Other comprehensive income (loss) | 60 | 60 | ||||||
Net loss | (68,193) | (68,193) | ||||||
Ending balance (in shares) at Jan. 31, 2024 | 137,792,000 | 8,240,000 | 137,792,000 | 8,240,000 | ||||
Ending balance at Jan. 31, 2024 | $ 133,687 | $ 14 | $ 1 | $ 964,141 | $ (859) | $ (829,610) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (68,193) | $ (197,970) | $ (99,425) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation, amortization and accretion | 18,214 | 18,738 | 16,760 |
Stock-based compensation | 101,052 | 96,401 | 72,070 |
Provision for credit losses | 858 | 2,245 | 2,919 |
Donation of common stock to charitable foundation | 0 | 1,000 | 1,000 |
Amortization of deferred commissions | 18,959 | 19,291 | 16,330 |
Reduction in carrying amount of right-of-use assets | 6,090 | 7,363 | 9,717 |
Asset impairment | 3,811 | 4,537 | 12,783 |
Change in fair value of debt conversion and warrant liabilities | 2,234 | (9,214) | 0 |
Change in fair value of contingent consideration | 0 | (380) | 0 |
Other | 1,335 | (391) | 802 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (34,230) | (11,081) | (6,322) |
Prepaid expenses and other assets | 885 | (7,379) | (1,179) |
Deferred commissions | (18,051) | (22,802) | (24,127) |
Accounts payable | 2,082 | (6,084) | 4,457 |
Accrued expenses and other liabilities | (82,746) | 88,353 | 1,424 |
Accrued employee liabilities | 7,239 | (2,161) | 1,165 |
Deferred revenue | 34,830 | 12,020 | 24,281 |
Operating lease liabilities | (13,136) | (13,131) | (13,969) |
Net cash (used in) provided by operating activities | (18,767) | (20,644) | 18,686 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (9,987) | (10,634) | (8,776) |
Insurance proceeds for damaged property and equipment | 0 | 0 | 344 |
Purchase of intangible assets | 0 | 0 | (1,349) |
Purchases of short-term investments | (286,394) | (234,246) | (109,510) |
Maturities of short-term investments | 216,628 | 154,806 | 99,192 |
Cash paid for acquisition, net of cash acquired | (4,524) | (41,000) | 0 |
Net cash used in investing activities | (84,277) | (131,074) | (20,099) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | 145,861 | 233,901 | 0 |
Proceeds from issuance of common stock upon exercise of stock options | 2,280 | 2,471 | 18,499 |
Proceeds from issuance of common stock under employee stock purchase plan | 8,401 | 7,019 | 7,428 |
Principal payments on debt | 0 | (1,480) | (4,444) |
Net cash provided by financing activities | 156,542 | 241,911 | 21,483 |
Effect of exchange rates on cash and cash equivalents | (672) | (461) | (673) |
Net increase in cash and cash equivalents | 52,826 | 89,732 | 19,397 |
Cash and cash equivalents, beginning of year | 203,239 | 113,507 | 94,110 |
Cash and cash equivalents, end of year | 256,065 | 203,239 | 113,507 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 11,504 | 7,608 | 94 |
Cash paid for tax | 1,993 | 1,445 | 1,395 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Lapse in restrictions on early exercised common stock options | 0 | 0 | 26 |
Property and equipment purchases accrued or in accounts payable | 6 | 4 | 164 |
Purchase of intangible assets included in accrued expenses and other current liabilities | $ 0 | $ 0 | $ 225 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Note 1. Overview and Basis of Presentation Description of Business Zuora, Inc. was incorporated in the state of Delaware in 2006 and began operations in 2007. Zuora ’ s fiscal year ends on January 31. Zuora is headquartered in Redwood City, California. Zuora provides a leading monetization suite for modern businesses, built to help companies launch and scale new services and operate dynamic, customer-centric business models. Our technology solutions enable companies across multiple industries and geographies to build, run, and grow a modern, subscription business, automating the quote-to-revenue process, including offers, billing, collections, and revenue recognition. With Zuora’s solutions, businesses can change and evolve how they go to market through a mix of monetization models, efficiently comply with revenue recognition standards, analyze customer data to optimize their offerings, and build recurring relationships with their customers. References to "Zuora”, "us”, “our”, or “we” in these notes refer to Zuora, Inc. and its subsidiaries on a consolidated basis. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements, which include the accounts of Zuora and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Our most significant estimates and assumptions are related to revenue recognition with respect to the determination of the standalone selling prices for our services; the expected period of benefit over which deferred commissions are amortized; valuation of our convertible senior notes and warrants and short-term investments; estimates of allowance for credit losses; estimates of the fair value of goodwill and long-lived assets when evaluating for impairments and for assets acquired from acquisitions; useful lives of intangibles and other long-lived assets; and the valuation of deferred income tax assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ materially from these estimates under different assumptions or conditions. Foreign Currency The functional currencies of our foreign subsidiaries are the respective local currencies. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss within our consolidated balance sheets. Foreign currency transaction gains and losses are included in Interest and other income (expense), net in the consolidated statements of comprehensive loss and were not material for fiscal 2024, 2023 and 2022. 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, and equity balances are translated using historical exchange rates. Segment Information We operate as one operating segment. Our chief operating decision maker is our Chief Executive Officer, who primarily reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements Revenue Recognition Policy We generate revenue primarily from two sources: (1) subscription services, which is comprised of revenue from subscription fees from customers accessing our cloud-based software; and (2) professional services and other revenue. For the fiscal year ended January 31, 2024, subscription revenue was $383.4 million and professional services and other revenue was $48.3 million. Revenue is recognized upon satisfaction of performance obligations in an amount that reflects the consideration we expect to receive in exchange for those products or services. We determine the amount of revenue to be recognized through application of the following steps: ◦ Identification of the contract, or contracts with a customer; ◦ Identification of the performance obligations in the contract; ◦ Determination of the transaction price; ◦ Allocation of the transaction price to the performance obligations in the contract; and ◦ Recognition of revenue when or as we satisfy the performance obligations. Our subscription service arrangements are typically non-cancelable for a pre-specified subscription term and do not typically contain refund-type provisions. Certain arrangements contain non-standard terms and conditions that may impact our revenue recognition for those arrangements. Subscription Services Subscription services revenue is primarily comprised of fees that provide customers with access to our cloud-based software during the term of the arrangement. Cloud-based services typically allow our customers to use our multi-tenant software without taking possession of the software. Revenue is generally recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our cloud-based software is made available to customers. We generally invoice for subscription services annually, semi-annually, or quarterly in advance of services being performed. Subscription agreements generally have terms ranging from one Professional Services and Other Revenue Professional services revenue consists of fees for services related to helping our customers deploy, configure, and optimize the use of our solutions. These services include system integration, data migration, and process enhancement. Professional services projects generally take three Contracts with Multiple Performance Obligations We enter into contracts with our customers that often include cloud-based software subscriptions and professional services performance obligations. A performance obligation is a commitment in a contract with a customer to transfer products or services that are distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting may require judgment. Our cloud-based software subscriptions are distinct as such services are often sold separately. In addition, our subscription services contracts can include multi-year agreements that include a fixed annual platform fee and a volume block usage fee that may vary based on permitted volume usage each year. To the extent that permitted volume usage each year is the same, we have concluded that there is one multi-year stand-ready performance obligation. To the extent that permitted volume usage each year varies, we have concluded that each year represents a distinct stand-ready performance obligation and we allocate the transaction price to the performance obligations on a relative standalone-selling price basis and revenue is recognized ratably over each year. We consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the cloud-based software, start date and the contractual dependence of the cloud-based software on the customer’s satisfaction with the professional services work. To date, we have concluded that all of the professional services included in contracts with multiple performance obligations are distinct. We allocate the transaction price to each performance obligation on a relative standalone selling price (SSP) basis. The SSP is the estimated price at which we would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. We establish SSP for both our subscription services and professional services elements primarily by considering the actual sales prices of the element when sold on a stand-alone basis or when sold together with other elements. If we are unable to rely on actual observable standalone sales inputs, we determine SSP based on other observable inputs such as actual sales prices when sold together with other promised subscriptions or services and other factors such as our overarching pricing objectives and strategies. Deferred Commissions We capitalize sales commission expenses and associated payroll taxes paid to internal sales personnel that are incremental to obtaining customer contracts. These costs are deferred and then amortized over the expected period of benefit, which is estimated to be five years for new customers. Commissions for existing customer renewals are deferred and amortized over twelve months. We have determined the period of benefit taking into consideration several factors including the expected subscription term and expected renewals of our customer contracts, the duration of our relationships with our customers, and the life of our technology. Amortization expense is included in Sales and marketing in the accompanying consolidated statements of comprehensive loss. Contract Assets Subscription services revenue is generally recognized ratably over the contract term beginning on the commencement date of each contract. A contract asset results when revenue recognition occurs in advance of billing the customer. Contract assets are included in Prepaid expenses and other current assets in our consolidated balance sheets. The total value of our contract assets was $1.4 million and $1.3 million as of January 31, 2024 and 2023, respectively. For further detail regarding our remaining performance obligations, please refer to Note 10. Deferred Revenue and Performance Obligations. Cost of Revenue Cost of subscription revenue primarily consists of costs relating to the hosting of our cloud-based solutions, including salaries and benefits of technical operations and support personnel, data communications costs, allocated overhead and property and equipment depreciation, amortization of internal-use software and purchased intangibles and the reduction in the carrying amount of right-of-use (ROU) assets. Cost of professional services revenue primarily consists of the costs of delivering implementation services to customers of our cloud-based software platform, including salaries and benefits of professional services personnel and fees for third-party resources used in the delivery of implementation services. Advertising Expense Advertising costs are expensed as incurred. For the periods presented, advertising expense was not material. Concentrations of Credit Risk and Significant Clients and Suppliers Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. We deposit our cash, cash equivalents, and short-term investments primarily with one financial institution and, accordingly, such deposits regularly exceed federally insured limits. No single customer accounted for more than 10% of Zuora’s revenue or accounts receivable balance in any of the periods presented. Cash and Cash Equivalents We consider all highly liquid investments with original or remaining maturities of three months or less on the purchase date to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value and consists primarily of bank deposits and money market funds. Short-term Investments We typically invest in high quality, investment grade securities from diverse issuers. We classify our short-term investments as available-for-sale. In general, these investments are free of trading restrictions. We carry these investments at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity in our consolidated balance sheets. Gains and losses are recognized when realized in our consolidated statements of comprehensive loss. When we have determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in income. Gains and losses are determined using the specific identification method. We review our debt securities classified as short-term investments on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. We consider factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer and our intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investment’s amortized cost basis. If we believe that an other-than-temporary decline exists in one of these securities, we will write down these investments to fair value. The portion of the write-down related to credit loss would be recorded to Interest and other income (expense), net in our consolidated statements of comprehensive loss. Any portion not related to credit loss would be recorded to accumulated other comprehensive loss, which is reflected as a separate component of stockholders' equity in our consolidated balance sheets. We may sell our short-term investments at any time, without significant penalty, for use in current operations or for other purposes, even if they have not yet reached maturity. As a result, we have classified our investments, including any securities with maturities beyond 12 months, as current assets in the accompanying consolidated balance sheets. Accounts Receivable Our accounts receivable consists of client obligations due under normal trade terms, and are reported at the principal amount outstanding, net of the allowance for credit losses. We maintain an allowance for credit losses that is based upon historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss related to certain accounts with high collection risk. The allowance for credit losses consists of the following activity (in thousands): Fiscal Year Ended January 31, 2024 2023 Allowance for credit losses, beginning balance $ 4,001 $ 3,188 Additions: Charged to revenue 858 2,245 Charged to deferred revenue (1,542) 1,818 Deductions: Write-offs to revenue (1,087) (2,201) Write-offs to deferred revenue (88) (1,049) Allowance for credit losses, ending balance $ 2,142 $ 4,001 Property and Equipment, Net Property and equipment are stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, generally three Acquisitions We assess acquisitions under ASC Topic 805, Business Combinations (ASC 805) to determine whether a transaction represents the acquisition of assets or a business combination. Under this guidance, we apply a two-step model. The first step involves a screening test where we evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in either a single asset or a group of similar assets. If the screening test is met, we account for the set as an asset acquisition. If the screening test is not met, we apply the second step of the model to determine if the set meets the definition of a business based on the guidance in ASC 805. If the second step is met, the transaction is treated as a business combination. If the second step is not met, it is treated as an asset acquisition. A business combination is accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. Any excess fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. The allocation of the consideration requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted average cost of capital, and the cost savings related to the business combination. These estimates are inherently uncertain and unpredictable. Contingent consideration incurred in connection with the business combination is recorded at its fair value on the acquisition date and is remeasured through credits or charges to the consolidated statements of comprehensive loss each subsequent reporting period and is classified as contingent consideration in the consolidated balance sheet until the related contingencies are resolved. Goodwill, Acquired Intangible Assets, Internal-Use Software and Web Site Development Costs, and Impairment of Long-Lived Assets Goodwill. Goodwill represents the excess purchase consideration of an acquired business over the fair value of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment annually on December 1, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. An impairment loss is recognized to the extent that the carrying amount exceeds the reporting unit’s fair value, not to exceed the carrying amount of goodwill. We have the option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount and determine whether further action is needed. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. No impairment charges were recorded during fiscal 2024, 2023 or 2022. Acquired Intangible Assets . Acquired intangible assets consist of developed technology, customer relationships, and trade names resulting from Zuora’s acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives on a straight-line basis. Internal-Use Software and Web Site Development Costs . We capitalize costs related to developing our suite of software solutions and our website when it is probable the expenditures will result in significant new functionality. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recorded as part of Property and equipment, net in our consolidated balance sheets. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years. Impairment of Long-Lived Assets . The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, acquired intangible assets, deferred commissions, and ROU assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is determined to be impaired, the amount of any impairment recognized is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. During fiscal 2024, we recognized impairment charges totaling $3.8 million related to certain excess office space that we have marketed for sublease, capitalized internal-use software, and purchased intangible assets. During fiscal 2023 and fiscal 2022, we recognized $4.5 million and $12.8 million, respectively, related to certain excess office spaces that we had marketed for sublease. See Note 12. Leases, Note 6. Property and Equipment, Net , and Note 7. Intangible Assets and Goodwill for further details of these charges. Income Taxes We use the asset-and-liability method of accounting for income taxes. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we have considered our historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets in the U.S., we have recorded a full valuation allowance against our deferred tax assets. Realization of our deferred tax assets is dependent primarily upon future U.S. taxable income. We recognize and measure tax benefits from uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. Although we believe that we have adequately reserved for our uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. The provision for income taxes includes the effects of any accruals that we believe are appropriate, as well as the related net interest and penalties. Stock-Based Compensation We measure our employee and director stock-based compensation awards, including purchase rights issued under the ESPP, based on the award's estimated fair value on the date of grant. We estimate the fair value of stock options, and purchase rights under the ESPP, using the Black-Scholes option-pricing model. The fair value of restricted stock units (RSUs) and performance stock units (PSUs) is equal to the fair value of our common stock on the date of grant. Expense associated with our equity awards is recognized net of estimated forfeitures in our consolidated statements of comprehensive loss using the straight-line attribution method over the requisite service period for stock options and RSUs; over the period we expect the service and performance conditions under the award will be achieved for PSUs; and over the offering period for the purchase rights issued under the ESPP. Estimated forfeitures are based upon our historical experience and we revise our estimates, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. For PSUs, we evaluate the vesting conditions on an ongoing basis and stop recognizing expense when we deem the PSU is no longer probable of vesting. If we deem the PSU to be improbable of vesting, we record an adjustment to reverse all previously recognized expense associated with the PSU in the current period. Stock options generally vest over four years and have a contractual term of ten years. ESPP purchase rights vest over the two year offering period. RSUs generally vest over three one Determining the grant date fair value of options, RSUs, and PSUs requires management to make assumptions and judgments. These estimates involve inherent uncertainties and if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. The assumptions and estimates for valuing stock options are as follows: • Fair value per share of Company’s common stock. We use the publicly quoted price of our common stock as reported on the New York Stock Exchange as the fair value of our common stock. • Expected volatility. We determine the expected volatility based on historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards. • Expected term. We determine the expected term of awards which contain only service conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as we do not have sufficient historical data relating to stock-option exercises. • Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards. • Estimated dividend yield. The estimated dividend yield is zero, as we do not currently intend to declare dividends in the foreseeable future. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Options subject to early exercise that are exercised prior to vesting are excluded from the computation of weighted-average number of shares of common stock outstanding until such shares have vested. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period increased by giving effect to all potentially dilutive securities to the extent they are dilutive. Leases We determine if a contract is a lease or contains a lease at the inception of the contract and reassess that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease ROU assets are presented separately in our consolidated balance sheets. Operating lease liabilities are also presented separately as current and non-current liabilities in our consolidated balance sheets. We do not have any finance lease ROU assets or liabilities. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We do not obtain and control our right to use the identified asset until the lease commencement date. Our lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. When the rate implicit in the lease is not readily determinable, we use the incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date and factors in a hypothetical interest rate on a collateralized basis with similar terms, payments and economic environments. Our ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement, minus any lease incentives received, and any direct costs incurred by the lessee. Any variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of our leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that we are reasonably certain to exercise. We establish the term of each lease at lease commencement and reassess that term in subsequent periods when one of the triggering events outlined in Topic 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term. Our lease contracts often include lease and non-lease components. We have elected the practical expedient offered by the standard to not separate lease from non-lease components for our facilities leases and account for them as a single lease component. We have elected not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for these short-term leases is recognized on a straight-line basis over the lease term. We have one sublease, which is classified as an operating lease. We recognize sublease income on a straight-line basis over the sublease term. Sublease income is reported as a reduction in our operating lease cost and is allocated across the consolidated statements of comprehensive loss. Derivative Financial Instruments The accounting treatment of derivative financial instruments requires that we record certain embedded features and warrants as assets or liabilities at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date, with any change in fair value recorded as income or expense. In connection with our issuance of the Initial Notes to Silver Lake on March 24, 2022 as described in Note 9. Debt and Note 17. Warrants to Purchase Shares of Common Stock , we adopted a sequencing policy in accordance with ASC 815-40, A ccounting for Convertible Instruments and Contracts in an Entity’s Own Equity , whereby financial instruments issued will be ordered by conversion or exercise price. Deferred Loan Costs Costs directly associated with obtaining debt financing are deferred and amortized using the effective interest rate method over the expected term of the related debt agreement. We determine the expected term of debt agreements by assessing the contractual term of the debt as well as any non-contingent put rights provided to the lenders. Unamortized amounts related to long-term debt are reflected on the consolidated balance sheets as a direct deduction from the carrying amounts of the related long-term debt liability. Amortization expense of deferred loan costs related to the 2029 Notes was approximately $9.3 million and $6.6 million for fiscal 2024 and 2023, respectively, and is included in Interest expense on the accompanying consolidated statements of comprehensive loss. Earnings per Share Basic earnings per share (EPS) is calculated by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the if-converted method (convertible debt instruments) or treasury-stock method (warrants and share-based payment arrangements). For purposes of this calculation, common stock issuable upon conversion of debt, options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. Recent Accounting Pronouncements—Adopted in Fiscal 2024 We did not adopt any new accounting pronouncements during the fiscal year ended January 31, 2024. |
Investments
Investments | 12 Months Ended |
Jan. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 3. Investments The amortized costs, unrealized gains and losses and estimated fair values of our short-term investments were as follows (in thousands): January 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 98,206 $ 50 $ (7) $ 98,249 Corporate bonds 129,767 121 (3) 129,885 Commercial paper 29,991 — (5) 29,986 Total short-term investments $ 257,964 $ 171 $ (15) $ 258,120 January 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 34,865 $ — $ (377) $ 34,488 Corporate bonds 41,974 — (189) 41,785 Commercial paper 102,720 — — 102,720 Foreign government securities 4,023 — (10) 4,013 Total short-term investments $ 183,582 $ — $ (576) $ 183,006 There were no material realized gains or losses from sales of marketable securities that were reclassified out of accumulated other comprehensive loss into investment income during fiscal 2024 and 2023. We had no significant unrealized losses on our available-for-sale securities as of January 31, 2024 and January 31, 2023, and we do not expect material credit losses on our current investments in future periods. All securities had stated effective maturities of less than one year as of January 31, 2024. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements The accounting guidance for fair value measurements establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level input Input definition Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. The following tables summarize our fair value hierarchy for our financial assets measured at fair value on a recurring basis (in thousands): January 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 207,632 $ — $ — $ 207,632 Corporate bonds 3,497 — — 3,497 Total cash equivalents 211,129 — — 211,129 Short-term investments: U.S. government securities $ — $ 98,249 $ — $ 98,249 Corporate bonds — 129,885 — 129,885 Commercial paper — 29,986 — 29,986 Total short-term investments $ — $ 258,120 $ — $ 258,120 Liabilities: Warrant liability $ — $ — $ 11,992 $ 11,992 Debt conversion liability — — 6,848 6,848 Total liabilities $ — $ — $ 18,840 $ 18,840 January 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 184,580 $ — $ — $ 184,580 Short-term investments: U.S. government securities $ — $ 34,488 $ — $ 34,488 Corporate bonds — 41,785 — 41,785 Commercial paper — 102,720 — 102,720 Foreign government securities — 4,013 — 4,013 Total short-term investments $ — $ 183,006 $ — $ 183,006 Liabilities: Warrant liability $ — $ — $ 2,829 $ 2,829 Changes in our Level 3 fair value measurements were as follows (in thousands): Warrant Liability Balance, January 31, 2023 $ 2,829 Reclassification of warrants from Additional paid-in-capital to Accrued expenses and other current liabilities 7,717 Change in fair value 1,446 Balance, January 31, 2024 $ 11,992 Additional information about the Warrant liability, including the fair value inputs, is included in Note 17. Warrants to Purchase Shares of Common Stock . Debt Conversion Liability Balance, January 31, 2023 $ — Initial measurement 6,060 Change in fair value 788 Balance, January 31, 2024 $ 6,848 Additional information about the debt conversion liability, including the fair value inputs, is included in Note 9. Debt . As of January 31, 2024, the net carrying amount of the 2029 Notes, defined in Note 9. Debt , was $359.5 million and the estimated fair value was $300.2 million. The fair value of the 2029 Notes is classified as a Level 3 measurement. The carrying amounts of certain financial instruments, including cash held in bank accounts, accounts receivable, accounts payable, and accrued expenses, approximate fair value due to their relatively short maturities. Our long- and indefinite-lived assets are measured at fair value on a non-recurring basis and are reduced if the assets are determined to be impaired. During the fiscal years ended January 31, 2024, January 31, 2023, and January 31, 2022, we recognized impairment charges of $2.2 million, $4.5 million, and $12.8 million respectively, related to ROU assets, leasehold improvements, and furniture and fixtures associated with certain of our operating leases for office spaces we have marketed for sublease. We estimated the fair value of these assets when we identified indicators of impairment using a market approach based on expected future cash flows from sublease income, which relied on certain assumptions made by management based on both internal and external data. These assumptions included estimates of the rental rate, discount rate, period of vacancy, incentives and annual rent increases, which were determined based on recent market comparable data and other data regarding general market conditions we reviewed in consultation with third-party commercial real estate experts. See Note 12. Leases |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Jan. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): January 31, 2024 2023 Prepaid software subscriptions $ 6,582 $ 7,533 Taxes 4,348 3,860 Prepaid insurance 2,305 3,225 Contract assets 1,380 1,325 Prepaid hosting costs 1,157 871 Deposits 699 1,168 Insurance payments receivable — 2,000 Other 6,790 4,303 Total $ 23,261 $ 24,285 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): January 31, 2024 2023 Software $ 37,216 $ 32,778 Leasehold improvements 1 14,013 15,254 Computer equipment 11,125 11,780 Furniture and fixtures 1 4,276 3,793 66,630 63,605 Less: accumulated depreciation and amortization (40,669) (36,446) Total $ 25,961 $ 27,159 _________________________________ (1) The cost basis of leasehold improvements was reduced to reflect impairments of $0.6 million and $1.1 million , respectively, recorded during the fiscal year ended January 31, 2024 and 2023. The cost basis of furniture and fixtures was reduced to reflect an impairment of $0.1 million recorded during the fiscal year ended January 31, 2023. For more information, refer to Note 12. Leases . The following table summarizes the capitalized internal-use software costs included within the Software line item in the table above (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Internal-use software costs capitalized during the period $ 7,620 $ 7,066 $ 5,785 January 31, 2024 2023 Total capitalized internal-use software, net of accumulated amortization $ 15,483 $ 14,138 During the fiscal year ended January 31, 2024, we recorded an impairment charge of $1.2 million related to certain capitalized software which is included in Research and development in the accompanying consolidated statements of comprehensive loss. No similar impairment charges were recorded in the fiscal years ended 2023 or 2022. The following table summarizes total depreciation and amortization expense related to property and equipment, including amortization of internal-use software, included primarily in Cost of subscription revenue and General and administrative in the accompanying consolidated statements of comprehensive loss (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Total depreciation and amortization expense $ 9,229 $ 9,668 $ 11,430 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 7. Intangible Assets and Goodwill Intangible Assets The following table summarizes the purchased intangible asset balances (in thousands): January 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 17,997 $ (9,782) $ 8,215 Customer relationships 5,187 (3,786) 1,401 Trade names 1,709 (1,243) 466 Total $ 24,893 $ (14,811) $ 10,082 January 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,571 $ (9,194) $ 10,377 Customer relationships 5,187 (3,225) 1,962 Trade names 1,709 (847) 862 Total $ 26,467 $ (13,266) $ 13,201 During the fiscal year ended January 31, 2024, we recorded an impairment charge of $0.4 million related to intellectual property assets acquired in 2021 which is included in Cost of subscription revenue in the accompanying consolidated statements of comprehensive loss. No similar impairment charges were recorded in the fiscal years ended January 31, 2023 or 2022. Purchased intangible assets are being amortized primarily to Cost of subscription revenue in the accompanying consolidated statements of comprehensive loss on a straight-line basis over their estimated useful lives ranging from three Fiscal Year Ended January 31, 2024 2023 2022 Purchased intangible assets amortization expense $ 2,690 $ 2,251 $ 2,050 Estimated future amortization expense for purchased intangible assets as of January 31, 2024 was as follows (in thousands): Fiscal 2025 $ 2,343 Fiscal 2026 1,874 Fiscal 2027 1,561 Fiscal 2028 1,561 Fiscal 2029 1,561 Thereafter 1,182 $ 10,082 Goodwill The following table represents the changes to goodwill (in thousands): Goodwill Balance, January 31, 2022 $ 17,632 Addition from acquisition 35,009 Effects of foreign currency translation 1,350 Balance, January 31, 2023 53,991 Effects of foreign currency translation 2,156 Other 510 Balance, January 31, 2024 $ 56,657 There were no changes in the carrying amount of goodwill for the fiscal year ended January 31, 2022. Zuora has one reporting unit. We performed an annual test for goodwill impairment as of December 1, 2023 and determined that goodwill was not impaired as a result of our qualitative assessment. In addition, there have been no significant events or circumstances affecting the valuation of goodwill subsequent to our annual assessment. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Jan. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): January 31, 2024 2023 Warrant liability $ 11,992 $ 2,829 Debt conversion liability 6,848 — Accrued taxes 4,147 4,088 Accrued hosting and third-party licenses 2,707 4,374 Accrued outside services and consulting 1,499 3,507 Accrued interest 1,344 850 Litigation settlement — 75,000 Accrued contingent consideration — 4,420 Other accrued expenses 3,620 8,610 Total $ 32,157 $ 103,678 |
Debt
Debt | 12 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 9. Debt 2029 Notes On March 24, 2022 (Initial Closing Date), we issued convertible senior notes (Initial Notes) in the aggregate principal amount of $250.0 million pursuant to an agreement with certain entities affiliated with Silver Lake Alpine II, L.P. (Silver Lake). On September 22, 2023 (Subsequent Closing Date), we issued additional convertible senior notes in the aggregate principal amount of $150.0 million (Additional Notes and together with the Initial Notes, the “2029 Notes”) under the agreement with Silver Lake. The 2029 Notes represent senior unsecured obligations of Zuora. As a condition of the agreement with Silver Lake, we also issued warrants to Silver Lake to acquire up to 7.5 million shares of Class A common stock (Warrants) on the Initial Closing Date. Refer to Note 17. Warrants to Purchase Shares of Common Stock for more information. The purchase price of the 2029 Notes is 98% of the par value. The 2029 Notes bear interest at a rate of 3.95% per annum, payable quarterly in cash, provided that we have the option to pay interest in kind at 5.50% per annum. The 2029 Notes will mature on March 31, 2029, subject to earlier conversion or repurchase. The 2029 Notes are convertible at Silver Lake’s option into shares of our Class A common stock at an initial conversion rate of 50.0 shares per $1,000 principal amount ($20.00 per share, representing 20.0 million shares of Class A common stock), subject to customary anti-dilution adjustments. Any 2029 Notes that are converted in connection with a "make-whole fundamental change" are subject to an increase in the conversion rate under certain circumstances. The term "make-whole fundamental change" is defined in the indenture for the 2029 Notes, and generally refers to a "fundamental change" including a change in control of Zuora that meets certain specifications or the termination of trading of Zuora's stock on the New York Stock Exchange (or the NASDAQ Global Select Market or the NASDAQ Global Market, or any of their respective successors), in each case subject to certain exceptions and exclusions described in the indenture. On the Initial Closing Date, we concluded that the conversion option contained in the 2029 Notes qualified for a scope exception from derivative accounting under ASC 815-40, and therefore was not bifurcated and accounted for separately from the Initial Notes. On the Subsequent Closing Date, we reassessed the classification of the conversion option and concluded that a portion of the conversion option no longer qualified for equity classification as a result of the issuance of the Additional Notes. Under certain make-whole fundamental change scenarios, we would be required to, at our option, either (i) seek and obtain stockholder approval prior to issuing 20% or more of our outstanding common stock or voting power or (ii) pay cash in lieu of delivering any shares at or above such 20% threshold. As a result of our sequencing policy described in Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements , we separated a portion of the conversion option representing approximately 1.4 million shares of Class A common stock issuable upon conversion of the 2029 Notes valued at $6.1 million as of the Subsequent Closing Date from the 2029 Notes and recorded a debt conversion liability at fair value on bifurcation, with an offset to the carrying amount of the 2029 Notes. For further information on our derivative financial instruments policy, refer to Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements . We will reassess the classification of the debt conversion liability in future reporting periods to determine if any further change is required. With certain exceptions, upon a "fundamental change" of Zuora, the holders of the 2029 Notes may require that we repurchase all or part of the principal amount of the 2029 Notes at a purchase price equal to the principal amount and accrued but unpaid interest outstanding, plus the total sum of all remaining scheduled interest payments through the remainder of the term of the 2029 Notes, at the 5.50% paid in kind interest rate. At any time on or after March 24, 2027, the holders of the 2029 Notes may require that we repurchase all or part of the principal amount of the Notes at a purchase price equal to the principal amount plus accrued interest through the date of repurchase. Upon certain events of default, the 2029 Notes may be declared due and payable (or will automatically become so under certain events of default), at a purchase price equal to the principal amount plus accrued interest through the date of repurchase. We have no right to redeem the 2029 Notes prior to maturity. We incurred $4.1 million of debt issuance costs associated with the issuance of the Additional Notes. The original issue discount and the debt issuance costs (together, the "deferred loan costs") associated with the 2029 Notes are being amortized to interest expense using the effective interest rate method over the five year expected life of the 2029 Notes (representing the period from the contract date to the earliest noncontingent put date of March 24, 2027) and reflects an effective interest rate of 7.6%. The carrying value of the 2029 Notes was classified as long-term and consisted of the following (in thousands): January 31, 2024 January 31, 2023 Principal $ 400,000 $ 250,000 Unamortized deferred loan costs (40,475) (39,597) Carrying value $ 359,525 $ 210,403 Interest expense related to the 2029 Notes, included in Interest expense in the accompanying consolidated statements of comprehensive loss, was as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 Contractual interest expense $ 11,999 $ 8,421 Amortization of deferred loan costs 9,321 6,644 Total interest expense $ 21,320 $ 15,065 We used a binomial lattice model to value the bifurcated derivatives contained in the 2029 Notes. ASC 815 does not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be combined together, and fair-valued as a single, compound embedded derivative. We selected a binomial lattice model to value the compound embedded derivative because we believe this technique is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the 2029 Notes. Such assumptions include, among other inputs, stock price volatility, risk-free rates, credit risk assumptions, early redemption and conversion assumptions, and the potential for future adjustment of the conversion rate due to triggering events. Additionally, there are other embedded features contained in the 2029 Notes requiring bifurcation, other than the conversion option, which had no value as of January 31, 2024 and 2023 due to management’s estimates of the likelihood of certain events, but that may have value in the future should those estimates change. The debt conversion liability's fair value was measured using a binomial lattice model using the following key inputs: January 31, 2024 September 22, 2023 Fair value of common stock $ 9.14 $ 8.44 Conversion price $ 20.00 $ 20.00 Expected volatility 47.5 % 47.5 % Risk-free interest rate 3.8 % 4.5 % Corporate bond yield 19.2 % 20.5 % Coupon interest rate 3.95 % 3.95 % We recognized a $0.8 million loss on the revaluation of the debt conversion liability, which is included in Change in fair value of debt conversion and warrant liabilities in the accompanying consolidated statements of comprehensive loss. Refer to Note 4. Fair Value Measurements for the fair value of the debt conversion liability. Debt Agreement We have a $30.0 million revolving credit facility under an agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust. This credit facility matures in October 2025. The interest rate under the credit facility is equal to the prime rate published by the Wall Street Journal minus 1.0%. We had not drawn down any amounts under the facility as of January 31, 2024. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 12 Months Ended |
Jan. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Note 10. Deferred Revenue and Performance Obligations Deferred revenue consists of customer billings in advance of revenue being recognized from our subscription and support services and professional services arrangements. The change in total deferred revenue for the year ended January 31, 2024 primarily includes increases resulting from additional billings for contract ramps, upsells, renewals and new business contracts; and decreases resulting from revenue recognized in the period. The following table summarizes revenue recognized during the period that was included in the deferred revenue balance at the beginning of each respective period (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Revenue recognized from deferred revenue $ 164,694 $ 147,036 $ 126,245 As of January 31, 2024, total remaining non-cancellable performance obligations under our subscription contracts with customers was approximately $593.9 million and we expect to recognize revenue on approximately 54% of these remaining performance obligations over the next 12 months. Remaining performance obligations under our professional services contracts as of January 31, 2024 were not material. |
Geographical Information
Geographical Information | 12 Months Ended |
Jan. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Geographical Information | Note 11. Geographical Information Disaggregation of Revenue Revenue by country, based on the customer’s address at the time of sale, was as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 United States $ 275,711 $ 257,653 $ 218,502 Others 155,950 138,434 128,236 Total $ 431,661 $ 396,087 $ 346,738 Percentage of revenue by country: United States 64 % 65 % 63 % Other 36 % 35 % 37 % Other than the United States, no individual country exceeded 10% of total revenue for fiscal 2024, 2023 and 2022. Long-lived assets Long-lived assets, which consist of property and equipment, net, deferred commissions, purchased intangible assets, net and operating lease right-of-use assets by geographic location, are based on the location of the legal entity that owns the asset. As of January 31, 2024 and 2023, no individual country exceeded 10% of total long-lived assets other than the United States. |
Leases
Leases | 12 Months Ended |
Jan. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 12. Leases We have non-cancelable operating leases for our offices located in the U.S. and abroad. As of January 31, 2024, these leases expire on various dates between 2024 and 2030. Certain lease agreements include one or more options to renew, with renewal terms that can extend the lease up to seven years. We have the right to exercise or forego the lease renewal options. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of our long-term operating leases and related operating lease cost were as follows (in thousands): January 31, 2024 2023 Operating lease right-of-use assets $ 22,462 $ 22,768 Operating lease liabilities, current portion $ 6,760 $ 9,240 Operating lease liabilities, net of current portion 37,100 37,924 Total operating lease liabilities $ 43,860 $ 47,164 Fiscal Year Ended January 31, 2024 2023 2022 Operating lease cost 1 $ 8,599 $ 9,933 $ 12,681 _________________________________ (1) Includes costs related to our short-term operating leases and is net of sublease income as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Short-term operating lease cost $ 535 $ 483 $ 402 Sublease income $ (391) $ (98) $ — The future maturities of long-term operating lease liabilities for each fiscal year were as follows (in thousands): Maturities of Operating Lease Liabilities 2025 $ 8,827 2026 8,770 2027 7,995 2028 7,911 2029 6,880 Thereafter 10,607 Total lease payments 50,990 Less imputed interest (7,130) Present value of lease liabilities $ 43,860 Other supplemental information related to our long-term operating leases includes the following (dollars in thousands): January 31, 2024 2023 Weighted-average remaining operating lease term 5.9 years 6.7 years Weighted-average operating lease discount rate 5.1 % 4.8 % Fiscal Year Ended January 31, 2024 2023 2022 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases $ 13,559 $ 12,802 $ 13,701 Operating cash flows resulting from operating leases $ 13,559 $ 12,802 $ 13,701 New right-of-use assets obtained in exchange for lease liabilities: Operating leases obtained $ 7,400 $ 799 $ 5,040 During the fiscal years ended January 31, 2024, 2023, and 2022, we identified indicators of impairment for certain of our excess office spaces that we have marketed for sublease. In accordance with ASC Topic 360, we evaluated the associated asset groups for impairment, which included the ROU assets, leasehold improvements, and furniture and fixtures for each office space, as the change in circumstances indicated that the carrying amount of the asset groups may not be recoverable. We compared the expected future undiscounted cash flows for each office space to the carrying amount of each respective asset group and determined that they were impaired. We recognized the excess of the carrying value over the fair value of the asset groups as impairment expense in the accompanying consolidated statements of comprehensive loss under General and administrative. The impairment charges were allocated to the assets in the asset groups as shown in the table below (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Right-of-use assets $ 1,620 $ 3,311 $ 9,769 Leasehold improvements 599 1,150 2,223 Furniture and fixtures — 76 791 Total lease-related impairments $ 2,219 $ 4,537 $ 12,783 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Letters of Credit In connection with the execution of certain facility leases, we had bank issued irrevocable letters of credit for $4.5 million as of January 31, 2024, 2023 and 2022. No draws have been made under such letters of credit. Legal Proceedings From time to time, we may be subject to legal proceedings, as well as demands, claims and threatened litigation. The outcomes of legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. Regardless of the outcome, litigation can have an adverse impact on our business because of defense and settlement costs, diversion of management resources, and other factors. Other than the matters described below, we are not currently party to any legal proceeding that we believe could have a material adverse effect on our business, operating results, cash flows, or financial condition should such litigation or claim be resolved unfavorably. Securities Class Action Litigation In June 2019, a putative securities class action lawsuit alleging violations of the federal securities laws was filed in the U.S. District Court for the Northern District of California naming Zuora and certain of its officers as defendants, seeking unspecified compensatory damages, fees and costs. In November 2019, the lead plaintiff filed a consolidated amended complaint asserting the same claims, which was captioned Roberts v. Zuora, Inc. , Case No. 3:19-CV-03422 (hereinafter referred to as "Federal Class Action"). In April and May 2020, two putative securities class action lawsuits alleging violations of the federal securities laws were filed and later consolidated in the Superior Court of the State of California, County of San Mateo, naming as defendants Zuora and certain of its current and former officers, its directors and the underwriters of Zuora's initial public offering (IPO), and seeking unspecified damages and other relief. In July 2020, the court entered an order consolidating the two lawsuits, and the lead plaintiffs filed a consolidated amended complaint asserting the same claims. The consolidated class action litigation was captioned Olsen v. Zuora, Inc ., Case No. 20-civ-1918 (hereinafter referred to as "State Class Action"). In March 2023, Zuora entered into an agreement to settle the Federal Class Action without any admission or concession of wrongdoing or liability by Zuora or the named defendants. In June 2023, Zuora reached an agreement to settle the State Class Action without any admission or concession of wrongdoing or liability by Zuora or the named defendants, and agreed to resolve the litigation as part of a combined resolution with the Federal Class Action. In August 2023, the combined settlement of the Federal Class Action and State Class Action received preliminary court approval, and Zuora paid an aggregate of $75.5 million of which $7.2 million was funded by Zuora’s insurance proceeds. The settlement received final court approval in January 2024. Derivative Litigation In September 2019, two stockholder derivative lawsuits were filed and later consolidated in the U.S. District Court for the Northern District of California against certain of Zuora's directors and executive officers and naming Zuora as a nominal defendant. In May and June 2020, two additional stockholder derivative lawsuits were filed and later consolidated in the U.S. District Court for the District of Delaware against certain of Zuora's directors and current and former executive officers. In February and March 2021, two additional stockholder derivative lawsuits were filed and later consolidated in Delaware Chancery Court alleging similar claims based on the same underlying events. These derivative actions alleged claims based on events similar to those in the securities class actions and asserted causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and for alleged violation of federal securities laws. In February 2023, Zuora reached an agreement to settle the derivative litigation matters without any admission or concession of wrongdoing or liability by Zuora or the named defendants. In connection with the settlement, Zuora agreed to adopt and implement certain corporate governance modifications and pay $2.0 million for certain plaintiffs' attorney fees, which amount was paid by Zuora's insurance carriers in August 2023. The settlement received final court approval in September 2023. Other Contractual Obligations As of January 31, 2024, we have a contractual obligations to make $10.1 million in purchases of cloud computing services provided by one of our vendors by September 2024. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes Net loss before provision for income taxes consisted of the following (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Domestic $ (72,032) $ (193,031) $ (101,626) Foreign 5,990 5,643 3,628 Loss before income taxes $ (66,042) $ (187,388) $ (97,998) The components of our income tax provision are as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Current: Federal $ — $ — $ — State 193 189 163 International 1,912 10,332 799 $ 2,105 $ 10,521 $ 962 Deferred: Federal $ 61 $ — $ — State 25 — — International (40) 61 465 $ 46 $ 61 $ 465 Income tax provision $ 2,151 $ 10,582 $ 1,427 A reconciliation of the U.S. federal statutory tax rate to our provision for income tax is as follows (dollars in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Federal income tax benefit at statutory rates $ (13,849) $ (39,351) $ (20,580) State income taxes, net of effect of federal (879) (5,312) (3,466) Permanent differences 920 450 772 Warrant adjustment 469 (1,935) — Federal and state R&D credits (1,325) (6,144) (11,263) Impact from international operations 1,480 9,230 502 Stock-based compensation 4,990 7,772 (3,427) Tax effects of intercompany transactions — (7,204) — Other (1,512) 312 (1,174) Change in valuation allowance 11,857 52,764 40,063 Income tax provision $ 2,151 $ 10,582 $ 1,427 Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Our deferred income tax assets and liabilities consisted of the following (in thousands): January 31, 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 147,259 $ 139,298 Tax credit carryforwards 28,581 27,256 Allowances and other 17,743 34,884 Intangibles/Goodwill 3,850 3,684 Depreciation and amortization 2,361 1,949 Operating lease liability 10,838 11,314 R&D Capitalization 38,888 21,040 Total deferred tax assets $ 249,520 $ 239,425 Deferred tax liabilities: Deferred commissions $ (11,528) $ (11,938) Operating lease right-of-use asset (5,678) (5,368) Total deferred tax liabilities (17,206) (17,306) Valuation allowance (234,891) (224,648) Net deferred tax liabilities $ (2,577) $ (2,529) We have assessed, based on available evidence, both positive and negative, it is more likely than not that the deferred tax assets will not be utilized, such that a valuation allowance has been recorded. The valuation allowance increased by $10.2 million and $58.4 million, respectively, for fiscal 2024 and 2023. As of January 31, 2024, we had U.S. federal and state net operating loss carryforwards of approximately $552.3 million and $376.4 million, respectively, available to offset future taxable income. As of January 31, 2023, we had U.S. federal and state net operating loss carryforwards of approximately $523.5 million and $349.7 million, respectively, available to offset future taxable income. If not utilized, these carryforward losses will expire in various amounts for federal and state tax purposes beginning in 2029. In addition, Zuora has approximately $324.0 million of federal net operating loss carryforwards that arose after the 2017 tax year, which are available to reduce future federal taxable income, if any, over an indefinite period. The utilization of those net operating loss carryforwards is limited to 80% of taxable income in any given year. We had approximately $24.9 million and $22.8 million of federal and state research and development tax credits, respectively, available to offset future taxes as of January 31, 2024, and approximately $20.5 million and $18.5 million of federal and state research and development tax credits, respectively, available to offset future taxes as of January 31, 2023. If not utilized, the federal credits will begin to expire in 2031. California state research and development tax credits may be carried forward indefinitely. Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the "ownership change" limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operation loss and tax credit carryforwards before utilization. The amount of accumulated foreign earnings of our foreign subsidiaries was immaterial as of January 31, 2024. If our foreign earnings were repatriated, additional tax expense might result. Any additional taxes associated with such repatriation would be immaterial. We are required to inventory, evaluate, and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of such positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Our total gross unrecognized tax benefits, exclusive of interest and penalties described below, were $25.8 million and $18.4 million as of January 31, 2024 and January 31, 2023, respectively. Because of our valuation allowance position, $7.3 million of unrecognized tax benefits, if recognized, would reduce the effective tax rate in a future period. We do not expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date. A reconciliation of the beginning and ending amounts of uncertain tax position is as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Gross amount of unrecognized tax benefits as of the beginning of the period $ 18,351 $ 10,228 $ 9,385 Increase for tax positions related to the current year 4,474 8,247 2,603 Increase for tax positions related to prior years 3,005 — 1,135 Decrease for tax positions related to prior years (22) (124) (2,895) Gross amount of unrecognized tax benefits as of the end of the period $ 25,808 $ 18,351 $ 10,228 We file tax returns in the U.S. federal, and various state and foreign jurisdictions. All U.S. federal and state jurisdictions' tax years remain subject to examination by tax authorities due to the carryforward of unused net operating losses and research and development credits. In addition, tax years starting from 2008 are subject to examination. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Note 15. Stockholders' Equity Preferred Stock As of January 31, 2024, we had authorized 10 million shares of preferred stock, each with a par value of $0.0001 per share. As of January 31, 2024, no shares of preferred stock were issued and outstanding. Common Stock Prior to Zuora's IPO, all shares of common stock then outstanding were reclassified into Class B common stock. Shares offered and sold in the IPO consisted of newly authorized shares of Class A common stock. Holders of Class A and Class B common stock are entitled to one vote per share and ten votes per share, respectively, and the shares of Class A common stock and Class B common stock are identical, except for voting rights and the right to convert Class B shares to Class A shares. As of January 31, 2024, Zuora had authorized 500 million shares of Class A common stock and 500 million shares of Class B common stock, each with a par value of $0.0001 per share. As of January 31, 2024, 137.8 million shares of Class A common stock and 8.2 million shares of Class B common stock were issued and outstanding. Charitable Contributions During fiscal 2023 and fiscal 2022, we donated 101,317 and 61,012 shares of our Class A common stock, respectively, to a charitable donor-advised fund and recognized $1.0 million in both fiscal years as a non-cash general and administrative expense in our consolidated statement of comprehensive loss. We made no stock donations in fiscal 2024. Accumulated Other Comprehensive Loss Components of accumulated other comprehensive loss were as follows (in thousands): Foreign Currency Translation Adjustment Unrealized (Loss) Gain on Available-for-Sale Securities Total Balance, January 31, 2023 $ (343) $ (576) $ (919) Foreign currency translation adjustment (672) — (672) Unrealized gain on available-for-sale securities — 732 732 Balance, January 31, 2024 $ (1,015) $ 156 $ (859) |
Employee Stock Plans
Employee Stock Plans | 12 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Stock Plans | Note 16. Employee Stock Plans Equity Incentive Plans In March 2018, our Board of Directors adopted and our stockholders approved the 2018 Equity Incentive Plan (2018 Plan). The 2018 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units (RSUs), performance awards, and stock bonuses. As of January 31, 2024, approximately 25.0 million shares of Class A common stock were reserved and available for issuance under the 2018 Plan. In addition, as of January 31, 2024, 3.5 million stock options and RSUs exercisable or settleable for Class B common stock were outstanding in the aggregate under our 2006 Stock Plan (2006 Plan) and 2015 Equity Incentive Plan (2015 Plan), which plans were terminated in May 2015 and April 2018, respectively. The 2006 Plan and 2015 Plan continue to govern outstanding equity awards granted thereunder. Stock Options The following table summarizes stock option activity and related information (in thousands, except weighted-average exercise price, weighted-average grant date fair value and average remaining contractual term): Shares Weighted Average Aggregate Balance as of January 31, 2023 7,761 $ 9.28 5.0 $ 14,505 Granted — — Exercised (634) 3.57 Cancelled (776) 13.28 Forfeited (268) 12.92 Balance as of January 31, 2024 6,083 9.21 3.6 15,984 Exercisable as of January 31, 2024 3,528 4.61 2.2 15,984 Vested and expected to vest as of January 31, 2024 6,068 $ 9.20 3.6 $ 15,984 Fiscal Year Ended January 31, 2024 (1) 2023 2022 Weighted-average grant date fair value per share of options granted during each respective period N/A $ 5.54 $ 6.54 Aggregate intrinsic value of options exercised during each respective period $ 3,713 $ 2,600 $ 32,179 ________________________ (1) No stock options were granted during the fiscal year ended January 31, 2024. We used the Black-Scholes option-pricing model to estimate the fair value of our stock options granted during each respective period using the following assumptions: Fiscal Year Ended January 31, 2024 (1) 2023 2022 Fair value of common stock N/A $12.52 $15.64 - $15.87 Expected volatility N/A 42.6% 42.3% - 42.7% Expected term (in years) N/A 5.8 6.0 - 6.1 Risk-free interest rate N/A 3.0% 1.0% - 1.1% Expected dividend yield N/A — — _________________________________ (1) No stock options were granted during the fiscal year ended January 31, 2024. RSUs The following table summarizes RSU activity and related information (in thousands except weighted-average grant date fair value): Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Balance as of January 31, 2023 12,504 $ 12.98 Granted 9,074 8.24 Vested (7,955) 11.73 Forfeited (1,937) 12.40 Balance as of January 31, 2024 11,686 $ 10.24 Performance Stock Units (PSUs) In March 2022, July 2023, and September 2023, we granted PSUs to certain executives under our 2018 Plan. Each grant is divided into two or three tranches, each tranche having pre-established performance targets that if met, as determined quarterly by our Compensation Committee, would result in the shares attributable to such tranche being earned, subject to a service-based vesting condition. The shares attributable to unearned tranches will be forfeited on January 31, 2025, if the applicable performance criteria for such tranches are not met. Stock-based compensation expense is recognized if it is probable the performance targets (for each respective tranche) will be met during the performance period. During the fiscal year ended January 31, 2023, we deemed all outstanding PSUs to be improbable of vesting and we recorded an adjustment to reverse all $7.0 million of previously recognized expense incurred during fiscal 2023. As we previously disclosed in our Form 10-Q for the three months ended April 30, 2023 filed with the SEC on June 1, 2023, we modified the performance targets associated with the PSUs that were granted in March 2022. This resulted in $9.6 million of incremental compensation expense that is being recognized over the remaining vesting periods of the awards. The following table summarizes PSU activity and related information (in thousands, except weighted-average grant date fair value): Number of PSUs Outstanding Weighted-Average Grant Date Fair Value Balance as of January 31, 2023 2,905 $ 15.21 Granted 420 10.24 Vested (340) 15.21 Forfeited (675) 15.21 Balance as of January 31, 2024 2,310 $ 14.31 2018 Employee Stock Purchase Plan In March 2018, our Board of Directors adopted and our stockholders approved the 2018 Employee Stock Purchase Plan (ESPP). This plan is broadly available to our employees in most of the countries in which we operate. A total of 4.2 million shares of Class A common stock were reserved and available for issuance under the ESPP as of January 31, 2024. The ESPP provides for 24-month offering periods beginning June 15 and December 15 of each year, and each offering period contains four, six-month purchase periods. On each purchase date, ESPP participants will purchase shares of our Class A common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the Class A common stock on the offering date or (2) the fair market value of the Class A common stock on the purchase date. We estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Fiscal Year Ended January 31, 2024 2023 2022 Fair value of common stock $8.69 - $11.55 $6.15 - $8.91 $16.07 - $19.82 Expected volatility 34.6% - 45.7% 42.4% - 52.3% 34.4% - 53.2% Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Risk-free interest rate 3.0% - 5.5% 2.3% - 4.7% 0.1% - 0.7% Expected dividend yield — — — Stock-based Compensation Expense Stock-based compensation expense was recorded in the following cost and expense categories in the accompanying consolidated statements of comprehensive loss (in thousands): January 31, 2024 2023 2022 Cost of subscription revenue $ 8,979 $ 8,141 $ 5,875 Cost of professional services revenue 11,567 12,297 10,274 Research and development 27,292 25,819 21,072 Sales and marketing 32,116 33,075 22,484 General and administrative 21,098 17,069 12,365 Total stock-based compensation expense $ 101,052 $ 96,401 $ 72,070 As of January 31, 2024, unrecognized compensation costs related to unvested equity awards and the weighted-average remaining period over which those costs are expected to be realized were as follows (dollars in thousands): Stock Options RSUs PSUs ESPP Unrecognized compensation costs $ 1,605 $ 102,404 $ 18,590 $ 4,646 Weighted-average remaining recognition period 1.0 years 1.7 years 1.1 years 0.7 years |
Warrants to Purchase Shares of
Warrants to Purchase Shares of Common Stock | 12 Months Ended |
Jan. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Warrants to Purchase Shares of Common Stock | Note 17. Warrants to Purchase Shares of Common Stock In connection with the issuance of the 2029 Notes (discussed Note 9. Debt ), we issued to Silver Lake Warrants to acquire up to 7.5 million shares of Class A common stock, exercisable for a period of approximately seven years from the Initial Closing Date, which are comprised of (i) Warrants to purchase up to 2.5 million shares of Class A common stock are exercisable at $20.00 per share, (ii) Warrants to purchase up to 2.5 million shares of Class A common stock are exercisable at $22.00 per share, and (iii) Warrants to purchase up to 2.5 million shares of Class A common stock are exercisable at $24.00 per share. In addition, Silver Lake can elect to exercise the Warrants on a net-exercise basis. In the event of a "make-whole fundamental change" (as defined in the Form of Warrant, which has a similar definition as in the indenture, described above in Note 9. Debt ), the number of shares issuable by Zuora upon exercise of the Warrants may be increased, and the exercise price for the Warrants adjusted. As of January 31, 2024, all 7.5 million Warrants were outstanding. On the Initial Closing Date, we classified a portion of the Warrants as a current liability due to certain settlement provisions in the Warrants. Under certain make-whole fundamental change scenarios, we would be required to, at our option, either (i) obtain shareholder approval prior to issuing 20% or more of our outstanding common stock or (ii) pay cash in lieu of delivering any shares at or above such 20% threshold. As a result, we concluded that approximately 2.8 million Warrants valued at $12.0 million as of the Initial Closing Date did not qualify for equity classification, pursuant to our sequencing policy under ASC 815-40. As a result of the issuance of the Additional Notes, we reassessed the classification of the Warrants and concluded that no Warrants qualified for equity classification under ASC 815-40. Accordingly, we reclassified 4.7 million Warrants valued at $7.7 million from equity to liability as of the Subsequent Closing Date. We will reassess the classification of the Warrant liability in future reporting periods to determine if any change is required. The liability-classified warrants' fair value was measured using the Black-Scholes option pricing model using the following inputs: January 31, 2024 September 22, 2023 January 31, 2023 Fair value of common stock 1 $ 9.14 $ 8.44 $ 7.24 Exercise price $20.00 - $24.00 $20.00 - $24.00 $22.00 - $24.00 Expected volatility 41.8 % 42.2 % 41.2 % Expected term (in years) 5.2 5.5 6.2 Risk-free interest rate 3.9 % 4.6 % 3.6 % Expected dividend yield — — — ______________ (1) The fair value of common stock as of January 31, 2023 was adjusted to reflect certain restrictions on the Warrants. Such restrictions expired in September 2023. We recognized a $1.4 million loss and $9.2 million gain on the revaluation of the liability-classified Warrants during the fiscal years ended January 31, 2024 and 2023, respectively, which are included in Change in fair value of debt conversion and warrant liabilities in the accompanying consolidated statements of comprehensive loss. Refer to Note 4. Fair Value Measurements for the fair value of the liability-classified Warrants. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Jan. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 18. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, less any shares subject to repurchase. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, RSUs, PSUs, shares issuable pursuant to our ESPP, and shares subject to repurchase 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 as their effect is antidilutive. 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 and conversion. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share 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 as-if converted basis because the impact was not dilutive. The following table presents the calculation of basic and diluted net loss per share for the periods presented (in thousands, except per share data): Fiscal Year Ended January 31, 2024 2023 2022 Numerator: Net loss $ (68,193) $ (197,970) $ (99,425) Denominator: Weighted-average common shares outstanding, basic and diluted 140,147 131,441 124,206 Net loss per share, basic and diluted $ (0.49) $ (1.51) $ (0.80) Since we were in a net loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): As of January 31, 2024 2023 2022 2029 Notes conversion 20,000 12,500 — Unvested RSUs issued and outstanding 11,686 12,504 12,171 Issued and outstanding stock options 6,083 7,761 8,560 Warrants 7,500 7,500 — Unvested PSUs issued and outstanding 2,310 2,905 — Shares committed under ESPP 310 316 144 Total 47,889 43,486 20,875 |
Zephr Acquisition
Zephr Acquisition | 12 Months Ended |
Jan. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Zephr Acquisition | Note 19. Zephr Acquisition On September 2, 2022 (Acquisition Closing Date), we acquired all of the outstanding equity securities of Zephr, a leading Subscription Experience Platform used by global digital publishing and media companies, pursuant to a Share Purchase Agreement (Zephr SPA). Purchase Consideration The purchase consideration for the Zephr acquisition was $47.9 million, which includes (1) cash payments of $43.1 million and (2) contingent consideration with an estimated fair value of $4.8 million on the Acquisition Closing Date, payable if certain conditions are met. The contingent consideration arrangement required us to pay the former stockholders of Zephr a multiple of the amount by which Zephr’s Annual Recurring Revenue (ARR) as of January 31, 2023 exceeds a target set in the Zephr SPA. The payment was between zero and $6.0 million, dependent upon Zephr's ARR achievement. The fair value of the contingent consideration arrangement as of the Acquisition Closing Date was estimated by applying a probability-weighted discounted cash flow method. This analysis reflected the contractual terms of the Zephr SPA (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due, etc.) and utilized assumptions with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate. As of January 31, 2023, the contingent consideration arrangement was revalued to $4.4 million based on the expected final payout amount, resulting in a credit of $0.4 million which is included in General and administrative in the accompanying consolidated statements of comprehensive loss for fiscal 2023. Contingent consideration was classified as a liability and included in Accrued expenses and other current liabilities in the accompanying consolidated balance sheets as of January 31, 2023. In fiscal 2024, we paid $4.5 million to settle the contingent consideration. Assets and Liabilities Acquired The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The excess of the purchase price over the estimated fair value of the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Zephr acquisition resulted in recorded goodwill as a result of the synergies expected to be realized and how we expect to leverage the business to create additional value for our shareholders. The goodwill is not deductible for income tax purposes. The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands): Total Cash $ 2,103 Accounts receivable 131 Prepaid expenses and other current assets 916 Fixed Assets 120 Intangible assets: Tradename 800 Developed technology 10,300 Customer relationships 900 Goodwill 35,519 Accounts payable (292) Accrued liabilities (303) Other current liabilities (225) Deferred revenue (2,056) Fair value of net assets acquired $ 47,913 The fair value of the acquired trade accounts receivables approximated their carrying value due to the short-term nature of the expected timeframe to collect the amounts due to us and the contractual cash flows. We engaged a third-party specialist to assist management in the determination of the estimated fair value of intangible assets acquired. Variations of the income approach were used to estimate the fair values. Specifically, the relief from royalty method was used to measure the trade name, the multi period excess earnings method was used to measure the developed technology, and the distributor method was used to measure the customer relationships. The following table summarizes the acquired identifiable intangible assets, Acquisition Closing Date estimated fair values, and estimated useful lives (dollars in thousands): Fair Value Useful Life Trade name $ 800 3.0 years Developed technology 10,300 7.0 years Customer relationships 900 10.0 years Total intangible assets acquired $ 12,000 Transaction Costs We incurred transaction costs in connection with the acquisition of $0.2 million and $3.2 million during the fiscal years ended January 31, 2024 and January 31, 2023, respectively, which were expensed as incurred and reflected as part of General and administrative within the accompanying consolidated statements of comprehensive loss. Employee Deferral We agreed to pay $2.9 million to certain former Zephr employees, half of which was paid in September 2023 and the remainder of which is payable in September 2024, contingent upon continued employment with us through those dates. These costs are being recognized as compensation expense as service is provided through the respective payment dates. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Pay vs Performance Disclosure | |||
Net loss | $ (68,193) | $ (197,970) | $ (99,425) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jan. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements, which include the accounts of Zuora and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Our most significant estimates and assumptions are related to revenue recognition with respect to the determination of the standalone selling prices for our services; the expected period of benefit over which deferred commissions are amortized; valuation of our convertible senior notes and warrants and short-term investments; estimates of allowance for credit losses; estimates of the fair value of goodwill and long-lived assets when evaluating for impairments and for assets acquired from acquisitions; useful lives of intangibles and other long-lived assets; and the valuation of deferred income tax assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ materially from these estimates under different assumptions or conditions. |
Foreign Currency | Foreign Currency The functional currencies of our foreign subsidiaries are the respective local currencies. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss within our consolidated balance sheets. Foreign currency transaction gains and losses are included in Interest and other income (expense), net in the consolidated statements of comprehensive loss and were not material for fiscal 2024, 2023 and 2022. 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, and equity balances are translated using historical exchange rates. |
Segment Information | Segment Information We operate as one operating segment. Our chief operating decision maker is our Chief Executive Officer, who primarily reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. |
Revenue Recognition Policy | Revenue Recognition Policy We generate revenue primarily from two sources: (1) subscription services, which is comprised of revenue from subscription fees from customers accessing our cloud-based software; and (2) professional services and other revenue. For the fiscal year ended January 31, 2024, subscription revenue was $383.4 million and professional services and other revenue was $48.3 million. Revenue is recognized upon satisfaction of performance obligations in an amount that reflects the consideration we expect to receive in exchange for those products or services. We determine the amount of revenue to be recognized through application of the following steps: ◦ Identification of the contract, or contracts with a customer; ◦ Identification of the performance obligations in the contract; ◦ Determination of the transaction price; ◦ Allocation of the transaction price to the performance obligations in the contract; and ◦ Recognition of revenue when or as we satisfy the performance obligations. Our subscription service arrangements are typically non-cancelable for a pre-specified subscription term and do not typically contain refund-type provisions. Certain arrangements contain non-standard terms and conditions that may impact our revenue recognition for those arrangements. Subscription Services Subscription services revenue is primarily comprised of fees that provide customers with access to our cloud-based software during the term of the arrangement. Cloud-based services typically allow our customers to use our multi-tenant software without taking possession of the software. Revenue is generally recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our cloud-based software is made available to customers. We generally invoice for subscription services annually, semi-annually, or quarterly in advance of services being performed. Subscription agreements generally have terms ranging from one Professional Services and Other Revenue Professional services revenue consists of fees for services related to helping our customers deploy, configure, and optimize the use of our solutions. These services include system integration, data migration, and process enhancement. Professional services projects generally take three Contracts with Multiple Performance Obligations We enter into contracts with our customers that often include cloud-based software subscriptions and professional services performance obligations. A performance obligation is a commitment in a contract with a customer to transfer products or services that are distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting may require judgment. Our cloud-based software subscriptions are distinct as such services are often sold separately. In addition, our subscription services contracts can include multi-year agreements that include a fixed annual platform fee and a volume block usage fee that may vary based on permitted volume usage each year. To the extent that permitted volume usage each year is the same, we have concluded that there is one multi-year stand-ready performance obligation. To the extent that permitted volume usage each year varies, we have concluded that each year represents a distinct stand-ready performance obligation and we allocate the transaction price to the performance obligations on a relative standalone-selling price basis and revenue is recognized ratably over each year. We consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the cloud-based software, start date and the contractual dependence of the cloud-based software on the customer’s satisfaction with the professional services work. To date, we have concluded that all of the professional services included in contracts with multiple performance obligations are distinct. We allocate the transaction price to each performance obligation on a relative standalone selling price (SSP) basis. The SSP is the estimated price at which we would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. We establish SSP for both our subscription services and professional services elements primarily by considering the actual sales prices of the element when sold on a stand-alone basis or when sold together with other elements. If we are unable to rely on actual observable standalone sales inputs, we determine SSP based on other observable inputs such as actual sales prices when sold together with other promised subscriptions or services and other factors such as our overarching pricing objectives and strategies. Deferred Commissions We capitalize sales commission expenses and associated payroll taxes paid to internal sales personnel that are incremental to obtaining customer contracts. These costs are deferred and then amortized over the expected period of benefit, which is estimated to be five years for new customers. Commissions for existing customer renewals are deferred and amortized over twelve months. We have determined the period of benefit taking into consideration several factors including the expected subscription term and expected renewals of our customer contracts, the duration of our relationships with our customers, and the life of our technology. Amortization expense is included in Sales and marketing in the accompanying consolidated statements of comprehensive loss. Contract Assets Subscription services revenue is generally recognized ratably over the contract term beginning on the commencement date of each contract. A contract asset results when revenue recognition occurs in advance of billing the customer. Contract assets are included in Prepaid expenses and other current assets in our consolidated balance sheets. The total value of our contract assets was $1.4 million and $1.3 million as of January 31, 2024 and 2023, respectively. |
Cost of Revenue | Cost of Revenue Cost of subscription revenue primarily consists of costs relating to the hosting of our cloud-based solutions, including salaries and benefits of technical operations and support personnel, data communications costs, allocated overhead and property and equipment depreciation, amortization of internal-use software and purchased intangibles and the reduction in the carrying amount of right-of-use (ROU) assets. Cost of professional services revenue primarily consists of the costs of delivering implementation services to customers of our cloud-based software platform, including salaries and benefits of professional services personnel and fees for third-party resources used in the delivery of implementation services. |
Advertising Expense | Advertising Expense |
Concentrations of Credit Risk and Significant Clients and Suppliers | Concentrations of Credit Risk and Significant Clients and Suppliers |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original or remaining maturities of three months or less on the purchase date to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value and consists primarily of bank deposits and money market funds. |
Short-term Investments | Short-term Investments We typically invest in high quality, investment grade securities from diverse issuers. We classify our short-term investments as available-for-sale. In general, these investments are free of trading restrictions. We carry these investments at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity in our consolidated balance sheets. Gains and losses are recognized when realized in our consolidated statements of comprehensive loss. When we have determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in income. Gains and losses are determined using the specific identification method. We review our debt securities classified as short-term investments on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. We consider factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer and our intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investment’s amortized cost basis. If we believe that an other-than-temporary decline exists in one of these securities, we will write down these investments to fair value. The portion of the write-down related to credit loss would be recorded to Interest and other income (expense), net in our consolidated statements of comprehensive loss. Any portion not related to credit loss would be recorded to accumulated other comprehensive loss, which is reflected as a separate component of stockholders' equity in our consolidated balance sheets. |
Accounts Receivable | Accounts Receivable |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, generally three |
Acquisitions | Acquisitions We assess acquisitions under ASC Topic 805, Business Combinations (ASC 805) to determine whether a transaction represents the acquisition of assets or a business combination. Under this guidance, we apply a two-step model. The first step involves a screening test where we evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in either a single asset or a group of similar assets. If the screening test is met, we account for the set as an asset acquisition. If the screening test is not met, we apply the second step of the model to determine if the set meets the definition of a business based on the guidance in ASC 805. If the second step is met, the transaction is treated as a business combination. If the second step is not met, it is treated as an asset acquisition. |
Goodwill | Goodwill. |
Acquired Intangible Assets | Acquired Intangible Assets . Acquired intangible assets consist of developed technology, customer relationships, and trade names resulting from Zuora’s acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives on a straight-line basis. |
Internal-Use Software and Web Site Development Costs | Internal-Use Software and Web Site Development Costs . We capitalize costs related to developing our suite of software solutions and our website when it is probable the expenditures will result in significant new functionality. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recorded as part of Property and equipment, net |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Income Taxes | Income Taxes We use the asset-and-liability method of accounting for income taxes. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we have considered our historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets in the U.S., we have recorded a full valuation allowance against our deferred tax assets. Realization of our deferred tax assets is dependent primarily upon future U.S. taxable income. We recognize and measure tax benefits from uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. Although we believe that we have adequately reserved for our uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. The provision for income taxes includes the effects of any accruals that we believe are appropriate, as well as the related net interest and penalties. |
Stock-Based Compensation | Stock-Based Compensation We measure our employee and director stock-based compensation awards, including purchase rights issued under the ESPP, based on the award's estimated fair value on the date of grant. We estimate the fair value of stock options, and purchase rights under the ESPP, using the Black-Scholes option-pricing model. The fair value of restricted stock units (RSUs) and performance stock units (PSUs) is equal to the fair value of our common stock on the date of grant. Expense associated with our equity awards is recognized net of estimated forfeitures in our consolidated statements of comprehensive loss using the straight-line attribution method over the requisite service period for stock options and RSUs; over the period we expect the service and performance conditions under the award will be achieved for PSUs; and over the offering period for the purchase rights issued under the ESPP. Estimated forfeitures are based upon our historical experience and we revise our estimates, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. For PSUs, we evaluate the vesting conditions on an ongoing basis and stop recognizing expense when we deem the PSU is no longer probable of vesting. If we deem the PSU to be improbable of vesting, we record an adjustment to reverse all previously recognized expense associated with the PSU in the current period. Stock options generally vest over four years and have a contractual term of ten years. ESPP purchase rights vest over the two year offering period. RSUs generally vest over three one Determining the grant date fair value of options, RSUs, and PSUs requires management to make assumptions and judgments. These estimates involve inherent uncertainties and if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. The assumptions and estimates for valuing stock options are as follows: • Fair value per share of Company’s common stock. We use the publicly quoted price of our common stock as reported on the New York Stock Exchange as the fair value of our common stock. • Expected volatility. We determine the expected volatility based on historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards. • Expected term. We determine the expected term of awards which contain only service conditions using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as we do not have sufficient historical data relating to stock-option exercises. • Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect during the period the options were granted corresponding to the expected term of the awards. • Estimated dividend yield. The estimated dividend yield is zero, as we do not currently intend to declare dividends in the foreseeable future. |
Net Loss per Share and Earnings per Share | Net Loss per Share Earnings per Share Basic earnings per share (EPS) is calculated by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the if-converted method (convertible debt instruments) or treasury-stock method (warrants and share-based payment arrangements). For purposes of this calculation, common stock issuable upon conversion of debt, options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. |
Leases | Leases We determine if a contract is a lease or contains a lease at the inception of the contract and reassess that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease ROU assets are presented separately in our consolidated balance sheets. Operating lease liabilities are also presented separately as current and non-current liabilities in our consolidated balance sheets. We do not have any finance lease ROU assets or liabilities. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We do not obtain and control our right to use the identified asset until the lease commencement date. Our lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. When the rate implicit in the lease is not readily determinable, we use the incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date and factors in a hypothetical interest rate on a collateralized basis with similar terms, payments and economic environments. Our ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement, minus any lease incentives received, and any direct costs incurred by the lessee. Any variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of our leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that we are reasonably certain to exercise. We establish the term of each lease at lease commencement and reassess that term in subsequent periods when one of the triggering events outlined in Topic 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term. Our lease contracts often include lease and non-lease components. We have elected the practical expedient offered by the standard to not separate lease from non-lease components for our facilities leases and account for them as a single lease component. We have elected not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for these short-term leases is recognized on a straight-line basis over the lease term. |
Derivative Financial Instruments | Derivative Financial Instruments The accounting treatment of derivative financial instruments requires that we record certain embedded features and warrants as assets or liabilities at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date, with any change in fair value recorded as income or expense. In connection with our issuance of the Initial Notes to Silver Lake on March 24, 2022 as described in Note 9. Debt and Note 17. Warrants to Purchase Shares of Common Stock , we adopted a sequencing policy in accordance with ASC 815-40, A ccounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Deferred Loan Costs | Deferred Loan Costs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements—Adopted in Fiscal 2024 We did not adopt any new accounting pronouncements during the fiscal year ended January 31, 2024. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Losses | The allowance for credit losses consists of the following activity (in thousands): Fiscal Year Ended January 31, 2024 2023 Allowance for credit losses, beginning balance $ 4,001 $ 3,188 Additions: Charged to revenue 858 2,245 Charged to deferred revenue (1,542) 1,818 Deductions: Write-offs to revenue (1,087) (2,201) Write-offs to deferred revenue (88) (1,049) Allowance for credit losses, ending balance $ 2,142 $ 4,001 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Amortized Cost, Unrealized Gains and Losses, and Estimated Fair Value of Short-term Investments | The amortized costs, unrealized gains and losses and estimated fair values of our short-term investments were as follows (in thousands): January 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 98,206 $ 50 $ (7) $ 98,249 Corporate bonds 129,767 121 (3) 129,885 Commercial paper 29,991 — (5) 29,986 Total short-term investments $ 257,964 $ 171 $ (15) $ 258,120 January 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 34,865 $ — $ (377) $ 34,488 Corporate bonds 41,974 — (189) 41,785 Commercial paper 102,720 — — 102,720 Foreign government securities 4,023 — (10) 4,013 Total short-term investments $ 183,582 $ — $ (576) $ 183,006 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy for Financial Assets Measured on a Recurring Basis | The following tables summarize our fair value hierarchy for our financial assets measured at fair value on a recurring basis (in thousands): January 31, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 207,632 $ — $ — $ 207,632 Corporate bonds 3,497 — — 3,497 Total cash equivalents 211,129 — — 211,129 Short-term investments: U.S. government securities $ — $ 98,249 $ — $ 98,249 Corporate bonds — 129,885 — 129,885 Commercial paper — 29,986 — 29,986 Total short-term investments $ — $ 258,120 $ — $ 258,120 Liabilities: Warrant liability $ — $ — $ 11,992 $ 11,992 Debt conversion liability — — 6,848 6,848 Total liabilities $ — $ — $ 18,840 $ 18,840 January 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 184,580 $ — $ — $ 184,580 Short-term investments: U.S. government securities $ — $ 34,488 $ — $ 34,488 Corporate bonds — 41,785 — 41,785 Commercial paper — 102,720 — 102,720 Foreign government securities — 4,013 — 4,013 Total short-term investments $ — $ 183,006 $ — $ 183,006 Liabilities: Warrant liability $ — $ — $ 2,829 $ 2,829 |
Schedule of Changes in Level 3 Fair Value Measurements | Changes in our Level 3 fair value measurements were as follows (in thousands): Warrant Liability Balance, January 31, 2023 $ 2,829 Reclassification of warrants from Additional paid-in-capital to Accrued expenses and other current liabilities 7,717 Change in fair value 1,446 Balance, January 31, 2024 $ 11,992 Debt Conversion Liability Balance, January 31, 2023 $ — Initial measurement 6,060 Change in fair value 788 Balance, January 31, 2024 $ 6,848 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): January 31, 2024 2023 Prepaid software subscriptions $ 6,582 $ 7,533 Taxes 4,348 3,860 Prepaid insurance 2,305 3,225 Contract assets 1,380 1,325 Prepaid hosting costs 1,157 871 Deposits 699 1,168 Insurance payments receivable — 2,000 Other 6,790 4,303 Total $ 23,261 $ 24,285 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): January 31, 2024 2023 Software $ 37,216 $ 32,778 Leasehold improvements 1 14,013 15,254 Computer equipment 11,125 11,780 Furniture and fixtures 1 4,276 3,793 66,630 63,605 Less: accumulated depreciation and amortization (40,669) (36,446) Total $ 25,961 $ 27,159 _________________________________ (1) The cost basis of leasehold improvements was reduced to reflect impairments of $0.6 million and $1.1 million , respectively, recorded during the fiscal year ended January 31, 2024 and 2023. The cost basis of furniture and fixtures was reduced to reflect an impairment of $0.1 million recorded during the fiscal year ended January 31, 2023. For more information, refer to Note 12. Leases . The following table summarizes the capitalized internal-use software costs included within the Software line item in the table above (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Internal-use software costs capitalized during the period $ 7,620 $ 7,066 $ 5,785 January 31, 2024 2023 Total capitalized internal-use software, net of accumulated amortization $ 15,483 $ 14,138 The following table summarizes total depreciation and amortization expense related to property and equipment, including amortization of internal-use software, included primarily in Cost of subscription revenue and General and administrative in the accompanying consolidated statements of comprehensive loss (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Total depreciation and amortization expense $ 9,229 $ 9,668 $ 11,430 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Purchased Intangible Assets | The following table summarizes the purchased intangible asset balances (in thousands): January 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 17,997 $ (9,782) $ 8,215 Customer relationships 5,187 (3,786) 1,401 Trade names 1,709 (1,243) 466 Total $ 24,893 $ (14,811) $ 10,082 January 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,571 $ (9,194) $ 10,377 Customer relationships 5,187 (3,225) 1,962 Trade names 1,709 (847) 862 Total $ 26,467 $ (13,266) $ 13,201 |
Schedule of Amortization Expense Related to Purchased Intangible Assets | The following table summarizes amortization expense recognized on purchased intangible assets during the periods indicated (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Purchased intangible assets amortization expense $ 2,690 $ 2,251 $ 2,050 |
Schedule of Expected Future Amortization Expense for Intangible Assets | Estimated future amortization expense for purchased intangible assets as of January 31, 2024 was as follows (in thousands): Fiscal 2025 $ 2,343 Fiscal 2026 1,874 Fiscal 2027 1,561 Fiscal 2028 1,561 Fiscal 2029 1,561 Thereafter 1,182 $ 10,082 |
Schedule of Carrying Amount of Goodwill | The following table represents the changes to goodwill (in thousands): Goodwill Balance, January 31, 2022 $ 17,632 Addition from acquisition 35,009 Effects of foreign currency translation 1,350 Balance, January 31, 2023 53,991 Effects of foreign currency translation 2,156 Other 510 Balance, January 31, 2024 $ 56,657 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): January 31, 2024 2023 Warrant liability $ 11,992 $ 2,829 Debt conversion liability 6,848 — Accrued taxes 4,147 4,088 Accrued hosting and third-party licenses 2,707 4,374 Accrued outside services and consulting 1,499 3,507 Accrued interest 1,344 850 Litigation settlement — 75,000 Accrued contingent consideration — 4,420 Other accrued expenses 3,620 8,610 Total $ 32,157 $ 103,678 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Carry Value of Long-term Debt | The carrying value of the 2029 Notes was classified as long-term and consisted of the following (in thousands): January 31, 2024 January 31, 2023 Principal $ 400,000 $ 250,000 Unamortized deferred loan costs (40,475) (39,597) Carrying value $ 359,525 $ 210,403 |
Schedule of Interest Expense | Interest expense related to the 2029 Notes, included in Interest expense in the accompanying consolidated statements of comprehensive loss, was as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 Contractual interest expense $ 11,999 $ 8,421 Amortization of deferred loan costs 9,321 6,644 Total interest expense $ 21,320 $ 15,065 |
Schedule of Fair Value Measurements Inputs and Valuation Techniques | The debt conversion liability's fair value was measured using a binomial lattice model using the following key inputs: January 31, 2024 September 22, 2023 Fair value of common stock $ 9.14 $ 8.44 Conversion price $ 20.00 $ 20.00 Expected volatility 47.5 % 47.5 % Risk-free interest rate 3.8 % 4.5 % Corporate bond yield 19.2 % 20.5 % Coupon interest rate 3.95 % 3.95 % January 31, 2024 September 22, 2023 January 31, 2023 Fair value of common stock 1 $ 9.14 $ 8.44 $ 7.24 Exercise price $20.00 - $24.00 $20.00 - $24.00 $22.00 - $24.00 Expected volatility 41.8 % 42.2 % 41.2 % Expected term (in years) 5.2 5.5 6.2 Risk-free interest rate 3.9 % 4.6 % 3.6 % Expected dividend yield — — — ______________ (1) The fair value of common stock as of January 31, 2023 was adjusted to reflect certain restrictions on the Warrants. Such restrictions expired in September 2023. |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Recognized that was Previously Included In Deferred Revenue | The following table summarizes revenue recognized during the period that was included in the deferred revenue balance at the beginning of each respective period (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Revenue recognized from deferred revenue $ 164,694 $ 147,036 $ 126,245 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Country Based on Customer Address at Time of Sale | Revenue by country, based on the customer’s address at the time of sale, was as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 United States $ 275,711 $ 257,653 $ 218,502 Others 155,950 138,434 128,236 Total $ 431,661 $ 396,087 $ 346,738 Percentage of revenue by country: United States 64 % 65 % 63 % Other 36 % 35 % 37 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Leases [Abstract] | |
Schedule of Components of Leases and Lease Costs | The components of our long-term operating leases and related operating lease cost were as follows (in thousands): January 31, 2024 2023 Operating lease right-of-use assets $ 22,462 $ 22,768 Operating lease liabilities, current portion $ 6,760 $ 9,240 Operating lease liabilities, net of current portion 37,100 37,924 Total operating lease liabilities $ 43,860 $ 47,164 Fiscal Year Ended January 31, 2024 2023 2022 Operating lease cost 1 $ 8,599 $ 9,933 $ 12,681 _________________________________ (1) Includes costs related to our short-term operating leases and is net of sublease income as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Short-term operating lease cost $ 535 $ 483 $ 402 Sublease income $ (391) $ (98) $ — |
Schedule of Maturities of Operating Lease Liabilities | The future maturities of long-term operating lease liabilities for each fiscal year were as follows (in thousands): Maturities of Operating Lease Liabilities 2025 $ 8,827 2026 8,770 2027 7,995 2028 7,911 2029 6,880 Thereafter 10,607 Total lease payments 50,990 Less imputed interest (7,130) Present value of lease liabilities $ 43,860 |
Schedule of Supplemental Operating Lease Information | Other supplemental information related to our long-term operating leases includes the following (dollars in thousands): January 31, 2024 2023 Weighted-average remaining operating lease term 5.9 years 6.7 years Weighted-average operating lease discount rate 5.1 % 4.8 % Fiscal Year Ended January 31, 2024 2023 2022 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases $ 13,559 $ 12,802 $ 13,701 Operating cash flows resulting from operating leases $ 13,559 $ 12,802 $ 13,701 New right-of-use assets obtained in exchange for lease liabilities: Operating leases obtained $ 7,400 $ 799 $ 5,040 |
Schedule Of Lease Related Impairments | The impairment charges were allocated to the assets in the asset groups as shown in the table below (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Right-of-use assets $ 1,620 $ 3,311 $ 9,769 Leasehold improvements 599 1,150 2,223 Furniture and fixtures — 76 791 Total lease-related impairments $ 2,219 $ 4,537 $ 12,783 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Loss Before Provision for Income Taxes | Net loss before provision for income taxes consisted of the following (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Domestic $ (72,032) $ (193,031) $ (101,626) Foreign 5,990 5,643 3,628 Loss before income taxes $ (66,042) $ (187,388) $ (97,998) |
Schedule of Components of Income Tax Provision | The components of our income tax provision are as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Current: Federal $ — $ — $ — State 193 189 163 International 1,912 10,332 799 $ 2,105 $ 10,521 $ 962 Deferred: Federal $ 61 $ — $ — State 25 — — International (40) 61 465 $ 46 $ 61 $ 465 Income tax provision $ 2,151 $ 10,582 $ 1,427 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory tax rate to our provision for income tax is as follows (dollars in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Federal income tax benefit at statutory rates $ (13,849) $ (39,351) $ (20,580) State income taxes, net of effect of federal (879) (5,312) (3,466) Permanent differences 920 450 772 Warrant adjustment 469 (1,935) — Federal and state R&D credits (1,325) (6,144) (11,263) Impact from international operations 1,480 9,230 502 Stock-based compensation 4,990 7,772 (3,427) Tax effects of intercompany transactions — (7,204) — Other (1,512) 312 (1,174) Change in valuation allowance 11,857 52,764 40,063 Income tax provision $ 2,151 $ 10,582 $ 1,427 |
Schedule of Deferred Tax Assets and Liabilities | Our deferred income tax assets and liabilities consisted of the following (in thousands): January 31, 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 147,259 $ 139,298 Tax credit carryforwards 28,581 27,256 Allowances and other 17,743 34,884 Intangibles/Goodwill 3,850 3,684 Depreciation and amortization 2,361 1,949 Operating lease liability 10,838 11,314 R&D Capitalization 38,888 21,040 Total deferred tax assets $ 249,520 $ 239,425 Deferred tax liabilities: Deferred commissions $ (11,528) $ (11,938) Operating lease right-of-use asset (5,678) (5,368) Total deferred tax liabilities (17,206) (17,306) Valuation allowance (234,891) (224,648) Net deferred tax liabilities $ (2,577) $ (2,529) |
Schedule of Uncertain Tax Position | A reconciliation of the beginning and ending amounts of uncertain tax position is as follows (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Gross amount of unrecognized tax benefits as of the beginning of the period $ 18,351 $ 10,228 $ 9,385 Increase for tax positions related to the current year 4,474 8,247 2,603 Increase for tax positions related to prior years 3,005 — 1,135 Decrease for tax positions related to prior years (22) (124) (2,895) Gross amount of unrecognized tax benefits as of the end of the period $ 25,808 $ 18,351 $ 10,228 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Loss | Components of accumulated other comprehensive loss were as follows (in thousands): Foreign Currency Translation Adjustment Unrealized (Loss) Gain on Available-for-Sale Securities Total Balance, January 31, 2023 $ (343) $ (576) $ (919) Foreign currency translation adjustment (672) — (672) Unrealized gain on available-for-sale securities — 732 732 Balance, January 31, 2024 $ (1,015) $ 156 $ (859) |
Employee Stock Plans (Tables)
Employee Stock Plans (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity and related information (in thousands, except weighted-average exercise price, weighted-average grant date fair value and average remaining contractual term): Shares Weighted Average Aggregate Balance as of January 31, 2023 7,761 $ 9.28 5.0 $ 14,505 Granted — — Exercised (634) 3.57 Cancelled (776) 13.28 Forfeited (268) 12.92 Balance as of January 31, 2024 6,083 9.21 3.6 15,984 Exercisable as of January 31, 2024 3,528 4.61 2.2 15,984 Vested and expected to vest as of January 31, 2024 6,068 $ 9.20 3.6 $ 15,984 |
Schedule of Stock Option Grant Date Fair Value and Intrinsic Value of Options Exercised | Fiscal Year Ended January 31, 2024 (1) 2023 2022 Weighted-average grant date fair value per share of options granted during each respective period N/A $ 5.54 $ 6.54 Aggregate intrinsic value of options exercised during each respective period $ 3,713 $ 2,600 $ 32,179 ________________________ (1) No stock options were granted during the fiscal year ended January 31, 2024. |
Schedule of Valuation Assumptions for Estimated Fair Value of Stock Options | We used the Black-Scholes option-pricing model to estimate the fair value of our stock options granted during each respective period using the following assumptions: Fiscal Year Ended January 31, 2024 (1) 2023 2022 Fair value of common stock N/A $12.52 $15.64 - $15.87 Expected volatility N/A 42.6% 42.3% - 42.7% Expected term (in years) N/A 5.8 6.0 - 6.1 Risk-free interest rate N/A 3.0% 1.0% - 1.1% Expected dividend yield N/A — — _________________________________ (1) No stock options were granted during the fiscal year ended January 31, 2024. |
Schedule of RSU Activity | The following table summarizes RSU activity and related information (in thousands except weighted-average grant date fair value): Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Balance as of January 31, 2023 12,504 $ 12.98 Granted 9,074 8.24 Vested (7,955) 11.73 Forfeited (1,937) 12.40 Balance as of January 31, 2024 11,686 $ 10.24 |
Schedule of PSU Activity | The following table summarizes PSU activity and related information (in thousands, except weighted-average grant date fair value): Number of PSUs Outstanding Weighted-Average Grant Date Fair Value Balance as of January 31, 2023 2,905 $ 15.21 Granted 420 10.24 Vested (340) 15.21 Forfeited (675) 15.21 Balance as of January 31, 2024 2,310 $ 14.31 |
Schedule of Valuation Assumptions for Estimated Fair Value of Employee Stock Purchase Plan | We estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Fiscal Year Ended January 31, 2024 2023 2022 Fair value of common stock $8.69 - $11.55 $6.15 - $8.91 $16.07 - $19.82 Expected volatility 34.6% - 45.7% 42.4% - 52.3% 34.4% - 53.2% Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Risk-free interest rate 3.0% - 5.5% 2.3% - 4.7% 0.1% - 0.7% Expected dividend yield — — — |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense was recorded in the following cost and expense categories in the accompanying consolidated statements of comprehensive loss (in thousands): January 31, 2024 2023 2022 Cost of subscription revenue $ 8,979 $ 8,141 $ 5,875 Cost of professional services revenue 11,567 12,297 10,274 Research and development 27,292 25,819 21,072 Sales and marketing 32,116 33,075 22,484 General and administrative 21,098 17,069 12,365 Total stock-based compensation expense $ 101,052 $ 96,401 $ 72,070 |
Schedule of Unrecognized Compensation Costs Related to Unvested Equity Awards | As of January 31, 2024, unrecognized compensation costs related to unvested equity awards and the weighted-average remaining period over which those costs are expected to be realized were as follows (dollars in thousands): Stock Options RSUs PSUs ESPP Unrecognized compensation costs $ 1,605 $ 102,404 $ 18,590 $ 4,646 Weighted-average remaining recognition period 1.0 years 1.7 years 1.1 years 0.7 years |
Warrants to Purchase Shares o_2
Warrants to Purchase Shares of Common Stock (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Fair Value Measurements Inputs and Valuation Techniques | The debt conversion liability's fair value was measured using a binomial lattice model using the following key inputs: January 31, 2024 September 22, 2023 Fair value of common stock $ 9.14 $ 8.44 Conversion price $ 20.00 $ 20.00 Expected volatility 47.5 % 47.5 % Risk-free interest rate 3.8 % 4.5 % Corporate bond yield 19.2 % 20.5 % Coupon interest rate 3.95 % 3.95 % January 31, 2024 September 22, 2023 January 31, 2023 Fair value of common stock 1 $ 9.14 $ 8.44 $ 7.24 Exercise price $20.00 - $24.00 $20.00 - $24.00 $22.00 - $24.00 Expected volatility 41.8 % 42.2 % 41.2 % Expected term (in years) 5.2 5.5 6.2 Risk-free interest rate 3.9 % 4.6 % 3.6 % Expected dividend yield — — — ______________ (1) The fair value of common stock as of January 31, 2023 was adjusted to reflect certain restrictions on the Warrants. Such restrictions expired in September 2023. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for the periods presented (in thousands, except per share data): Fiscal Year Ended January 31, 2024 2023 2022 Numerator: Net loss $ (68,193) $ (197,970) $ (99,425) Denominator: Weighted-average common shares outstanding, basic and diluted 140,147 131,441 124,206 Net loss per share, basic and diluted $ (0.49) $ (1.51) $ (0.80) |
Schedule of Potentially Dilutive Securities Not Included in the Diluted Per Share Calculations | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): As of January 31, 2024 2023 2022 2029 Notes conversion 20,000 12,500 — Unvested RSUs issued and outstanding 11,686 12,504 12,171 Issued and outstanding stock options 6,083 7,761 8,560 Warrants 7,500 7,500 — Unvested PSUs issued and outstanding 2,310 2,905 — Shares committed under ESPP 310 316 144 Total 47,889 43,486 20,875 |
Zephr Acquisition (Tables)
Zephr Acquisition (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands): Total Cash $ 2,103 Accounts receivable 131 Prepaid expenses and other current assets 916 Fixed Assets 120 Intangible assets: Tradename 800 Developed technology 10,300 Customer relationships 900 Goodwill 35,519 Accounts payable (292) Accrued liabilities (303) Other current liabilities (225) Deferred revenue (2,056) Fair value of net assets acquired $ 47,913 |
Schedule of Acquired Identifiable Intangible Assets | The following table summarizes the acquired identifiable intangible assets, Acquisition Closing Date estimated fair values, and estimated useful lives (dollars in thousands): Fair Value Useful Life Trade name $ 800 3.0 years Developed technology 10,300 7.0 years Customer relationships 900 10.0 years Total intangible assets acquired $ 12,000 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) | 12 Months Ended |
Jan. 31, 2024 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) | 12 Months Ended | ||
Jan. 31, 2024 USD ($) sublease | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | |
Accounting Policies [Line Items] | |||
Revenue | $ 431,661,000 | $ 396,087,000 | $ 346,738,000 |
Incremental commission costs to obtain contract, amortization period (in years) | 5 years | ||
Contract assets | $ 1,400,000 | 1,300,000 | |
Goodwill impairment charges | 0 | 0 | 0 |
Asset impairment charges | $ 3,811,000 | 4,537,000 | 12,783,000 |
ESPP offering period (in years) | 2 years | ||
Number of sublease | sublease | 1 | ||
Amortization of deferred loan costs | $ 9,300,000 | 6,600,000 | |
Lease-Related Assets | |||
Accounting Policies [Line Items] | |||
Asset impairment charges | $ 2,219,000 | $ 4,537,000 | $ 12,783,000 |
Stock options | |||
Accounting Policies [Line Items] | |||
Vesting period (in years) | 4 years | ||
Contractual terms (in years) | 10 years | ||
Expected dividend yield (percent) | 0% | 0% | 0% |
Software Development | |||
Accounting Policies [Line Items] | |||
Property and equipment estimated useful life (in years) | 3 years | ||
Minimum | |||
Accounting Policies [Line Items] | |||
Subscription agreements term (in years) | 1 year | ||
Professional services projects term to completion (in months) | 3 months | ||
Property and equipment estimated useful life (in years) | 3 years | ||
Minimum | PSU | |||
Accounting Policies [Line Items] | |||
Vesting period (in years) | 1 year | ||
Minimum | RSUs | |||
Accounting Policies [Line Items] | |||
Vesting period (in years) | 3 years | ||
Maximum | |||
Accounting Policies [Line Items] | |||
Subscription agreements term (in years) | 5 years | ||
Professional services projects term to completion (in months) | 12 months | ||
Property and equipment estimated useful life (in years) | 5 years | ||
Maximum | PSU | |||
Accounting Policies [Line Items] | |||
Vesting period (in years) | 3 years | ||
Maximum | RSUs | |||
Accounting Policies [Line Items] | |||
Vesting period (in years) | 4 years | ||
Subscription | |||
Accounting Policies [Line Items] | |||
Revenue | $ 383,396,000 | $ 338,391,000 | $ 287,747,000 |
Professional services | |||
Accounting Policies [Line Items] | |||
Revenue | $ 48,265,000 | $ 57,696,000 | $ 58,991,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Allowance for credit losses | ||
Allowance for credit losses, beginning balance | $ 4,001 | $ 3,188 |
Charged to revenue | 858 | 2,245 |
Charged to deferred revenue | (1,542) | 1,818 |
Write-offs to revenue | (1,087) | (2,201) |
Write-offs to deferred revenue | (88) | (1,049) |
Allowance for credit losses, ending balance | $ 2,142 | $ 4,001 |
Investments - Amortized Cost to
Investments - Amortized Cost to Fair Value (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 257,964 | $ 183,582 |
Gross Unrealized Gains | 171 | 0 |
Gross Unrealized Losses | (15) | (576) |
Fair Value | 258,120 | 183,006 |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 98,206 | 34,865 |
Gross Unrealized Gains | 50 | 0 |
Gross Unrealized Losses | (7) | (377) |
Fair Value | 98,249 | 34,488 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 129,767 | 41,974 |
Gross Unrealized Gains | 121 | 0 |
Gross Unrealized Losses | (3) | (189) |
Fair Value | 129,885 | 41,785 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 29,991 | 102,720 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (5) | 0 |
Fair Value | $ 29,986 | 102,720 |
Foreign government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,023 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (10) | |
Fair Value | $ 4,013 |
Investments - Narrative (Detail
Investments - Narrative (Details) | Jan. 31, 2024 |
Maximum | |
Debt Securities, Available-for-sale [Line Items] | |
Securities stated effective maturities (in years) | 1 year |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Financial Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Short-term investments: | ||
Short-term investments | $ 258,120 | $ 183,006 |
Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 129,885 | 41,785 |
U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 98,249 | 34,488 |
Commercial paper | ||
Short-term investments: | ||
Short-term investments | 29,986 | 102,720 |
Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 4,013 | |
Recurring | ||
Cash equivalents: | ||
Cash equivalents | 211,129 | |
Short-term investments: | ||
Short-term investments | 258,120 | 183,006 |
Liabilities: | ||
Total liabilities | 18,840 | |
Recurring | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 207,632 | 184,580 |
Recurring | Corporate bonds | ||
Cash equivalents: | ||
Cash equivalents | 3,497 | |
Recurring | Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 129,885 | 41,785 |
Recurring | U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 98,249 | 34,488 |
Recurring | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 29,986 | 102,720 |
Recurring | Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 4,013 | |
Recurring | Warrant liability | ||
Liabilities: | ||
Warrant and debt conversion liability | 11,992 | 2,829 |
Recurring | Debt conversion liability | ||
Liabilities: | ||
Warrant and debt conversion liability | 6,848 | |
Recurring | Level 1 | ||
Cash equivalents: | ||
Cash equivalents | 211,129 | |
Short-term investments: | ||
Short-term investments | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | |
Recurring | Level 1 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 207,632 | 184,580 |
Recurring | Level 1 | Corporate bonds | ||
Cash equivalents: | ||
Cash equivalents | 3,497 | |
Recurring | Level 1 | Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 1 | U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 1 | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 1 | Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 0 | |
Recurring | Level 1 | Warrant liability | ||
Liabilities: | ||
Warrant and debt conversion liability | 0 | 0 |
Recurring | Level 1 | Debt conversion liability | ||
Liabilities: | ||
Warrant and debt conversion liability | 0 | |
Recurring | Level 2 | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Short-term investments: | ||
Short-term investments | 258,120 | 183,006 |
Liabilities: | ||
Total liabilities | 0 | |
Recurring | Level 2 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Recurring | Level 2 | Corporate bonds | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Recurring | Level 2 | Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 129,885 | 41,785 |
Recurring | Level 2 | U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 98,249 | 34,488 |
Recurring | Level 2 | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 29,986 | 102,720 |
Recurring | Level 2 | Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 4,013 | |
Recurring | Level 2 | Warrant liability | ||
Liabilities: | ||
Warrant and debt conversion liability | 0 | 0 |
Recurring | Level 2 | Debt conversion liability | ||
Liabilities: | ||
Warrant and debt conversion liability | 0 | |
Recurring | Level 3 | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Short-term investments: | ||
Short-term investments | 0 | 0 |
Liabilities: | ||
Total liabilities | 18,840 | |
Recurring | Level 3 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Recurring | Level 3 | Corporate bonds | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Recurring | Level 3 | Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 3 | U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 3 | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 3 | Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 0 | |
Recurring | Level 3 | Warrant liability | ||
Liabilities: | ||
Warrant and debt conversion liability | 11,992 | $ 2,829 |
Recurring | Level 3 | Debt conversion liability | ||
Liabilities: | ||
Warrant and debt conversion liability | $ 6,848 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Fair Value Measurements (Details) $ in Thousands | 12 Months Ended |
Jan. 31, 2024 USD ($) | |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 2,829 |
Reclassification of warrants from Additional paid-in-capital to Accrued expenses and other current liabilities | 7,717 |
Change in fair value | 1,446 |
Ending balance | 11,992 |
Debt Conversion Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Initial measurement | 6,060 |
Change in fair value | 788 |
Ending balance | $ 6,848 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Assets Measured on Recurring Basis | |||
Convertible debt | $ 300,200 | ||
Asset impairment | 3,811 | $ 4,537 | $ 12,783 |
Lease-Related Assets | |||
Assets Measured on Recurring Basis | |||
Asset impairment | 2,219 | 4,537 | $ 12,783 |
Capitalized Software And Intellectual Property Assets | |||
Assets Measured on Recurring Basis | |||
Asset impairment | 1,600 | ||
2029 Notes | Convertible senior notes | |||
Assets Measured on Recurring Basis | |||
Balance on term loan | $ 359,525 | $ 210,403 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software subscriptions | $ 6,582 | $ 7,533 |
Taxes | 4,348 | 3,860 |
Prepaid insurance | 2,305 | 3,225 |
Contract assets | 1,380 | 1,325 |
Prepaid hosting costs | 1,157 | 871 |
Deposits | 699 | 1,168 |
Insurance payments receivable | 0 | 2,000 |
Other | 6,790 | 4,303 |
Total | $ 23,261 | $ 24,285 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 66,630 | $ 63,605 |
Less: accumulated depreciation and amortization | (40,669) | (36,446) |
Total | 25,961 | 27,159 |
Leasehold improvements | 600 | 1,100 |
Furniture and fixtures | 100 | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 37,216 | 32,778 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,013 | 15,254 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,125 | 11,780 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,276 | $ 3,793 |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Capitalized Internal-use Software Costs (Details) - Software - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Internal-use software costs capitalized during the period | $ 7,620 | $ 7,066 | $ 5,785 |
Total capitalized internal-use software, net of accumulated amortization | $ 15,483 | $ 14,138 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Impairment charge of capitalized software | $ 1.2 | $ 0 | $ 0 |
Property and Equipment, Net -_3
Property and Equipment, Net - Schedule of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Total depreciation and amortization expense | $ 9,229 | $ 9,668 | $ 11,430 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 24,893 | $ 26,467 |
Accumulated Amortization | (14,811) | (13,266) |
Net Carrying Amount | 10,082 | 13,201 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17,997 | 19,571 |
Accumulated Amortization | (9,782) | (9,194) |
Net Carrying Amount | 8,215 | 10,377 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,187 | 5,187 |
Accumulated Amortization | (3,786) | (3,225) |
Net Carrying Amount | 1,401 | 1,962 |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,709 | 1,709 |
Accumulated Amortization | (1,243) | (847) |
Net Carrying Amount | $ 466 | $ 862 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Narrative (Details) | 12 Months Ended | ||
Jan. 31, 2024 USD ($) reportingUnit | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment, intangible asset, indefinite-lived (excluding goodwill), statement of income or comprehensive income | Total cost of revenue | ||
Changes in carrying amount of goodwill | $ 0 | ||
Number of reporting units | reportingUnit | 1 | ||
Minimum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 3 years | ||
Maximum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 10 years | ||
Intellectual Property | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment of indefinite-lived intangible assets | $ 400,000 | $ 0 | $ 0 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Purchased intangible assets amortization expense | $ 2,690 | $ 2,251 | $ 2,050 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Expected Future Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Expected Future Amortization Expense | ||
Fiscal 2025 | $ 2,343 | |
Fiscal 2026 | 1,874 | |
Fiscal 2027 | 1,561 | |
Fiscal 2028 | 1,561 | |
Fiscal 2029 | 1,561 | |
Thereafter | 1,182 | |
Net Carrying Amount | $ 10,082 | $ 13,201 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 53,991 | $ 17,632 |
Addition from acquisition | 35,009 | |
Effects of foreign currency translation | 2,156 | 1,350 |
Other | 510 | |
Ending balance | $ 56,657 | $ 53,991 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 11,992 | $ 2,829 |
Debt conversion liability | 6,848 | 0 |
Accrued taxes | 4,147 | 4,088 |
Accrued hosting and third-party licenses | 2,707 | 4,374 |
Accrued outside services and consulting | 1,499 | 3,507 |
Accrued interest | 1,344 | 850 |
Litigation settlement | 0 | 75,000 |
Accrued contingent consideration | 0 | 4,420 |
Other accrued expenses | 3,620 | 8,610 |
Total | $ 32,157 | $ 103,678 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions, converted_share in Millions | 12 Months Ended | ||
Sep. 22, 2023 USD ($) converted_share $ / shares shares | Mar. 24, 2022 USD ($) shares | Jan. 31, 2024 USD ($) shares | |
Debt Conversion Liability | |||
Debt Instrument [Line Items] | |||
Loss on embedded derivative | $ 800,000 | ||
Revolving loan | Silicon Valley Bank Agreement | |||
Debt Instrument [Line Items] | |||
Credit facility maximum borrowing capacity | 30,000,000 | ||
Revolving loan | First Citizen Bank & Trust Company | |||
Debt Instrument [Line Items] | |||
Amount drawn under credit facility | $ 0 | ||
Revolving loan | First Citizen Bank & Trust Company | WSJ Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable interest rate, minus (percent) | 1% | ||
Silver Lake Warrants | |||
Debt Instrument [Line Items] | |||
Number of securities called by warrants (in shares) | shares | 7.5 | 7.5 | 7.5 |
Make-whole fundamental change scenarios, issuance of stock as percentage of outstanding shares for requirement of shareholder approval | 20% | ||
2029 Notes | |||
Debt Instrument [Line Items] | |||
Make-whole fundamental change scenarios, issuance of stock as percentage of outstanding shares for requirement of shareholder approval | 20% | ||
Shares issuable upon conversion (in shares) | shares | 1.4 | ||
Value of shares issuable upon conversion | $ 6,100,000 | ||
2029 Notes | Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Conversion percentage of par value | 98% | ||
Interest rate (percent) | 3.95% | ||
Optional in kind interest (percent) | 5.50% | ||
Initial conversion rate | 50 | ||
Principal amount for conversion | $ 1,000 | ||
Price per share conversion (in dollars per share) | $ / shares | $ 20 | ||
Number of equity instruments upon conversion (in shares) | converted_share | 20 | ||
Debt discount amortization period | 5 years | ||
Effective interest rate (percent) | 7.60% | ||
Initial Notes | Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 250,000,000 | ||
Additional Notes | Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 150,000,000 | ||
Debt issuance costs | $ 4,100,000 |
Debt - Balances (Details)
Debt - Balances (Details) - 2029 Notes - Convertible senior notes - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Debt Instrument [Line Items] | ||
Principal | $ 400,000 | $ 250,000 |
Unamortized deferred loan costs | (40,475) | (39,597) |
Carrying value | $ 359,525 | $ 210,403 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - 2029 Notes - Convertible senior notes - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Interest Expenses [Line Items] | ||
Contractual interest expense | $ 11,999 | $ 8,421 |
Amortization of deferred loan costs | 9,321 | 6,644 |
Total interest expense | $ 21,320 | $ 15,065 |
Debt - Debt Conversion Liabilit
Debt - Debt Conversion Liability Measurement Input (Details) | Jan. 31, 2024 | Sep. 22, 2023 |
Fair value of common stock (in dollars per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt conversion liability, measurement input | 9.14 | 8.44 |
Conversion price (in dollars per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt conversion liability, measurement input | 20 | 20 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt conversion liability, measurement input | 0.475 | 0.475 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt conversion liability, measurement input | 0.038 | 0.045 |
Corporate bond yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt conversion liability, measurement input | 0.192 | 0.205 |
Coupon interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt conversion liability, measurement input | 0.0395 | 0.0395 |
Deferred Revenue and Performa_3
Deferred Revenue and Performance Obligations - Deferred Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Revenue recognized from deferred revenue | $ 164,694 | $ 147,036 | $ 126,245 |
Deferred Revenue and Performa_4
Deferred Revenue and Performance Obligations - Performance Obligations (Details) $ in Millions | Jan. 31, 2024 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 593.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation (percent) | 54% |
Revenue, remaining performance obligation, period | 12 months |
Geographical Information (Detai
Geographical Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 431,661 | $ 396,087 | $ 346,738 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 275,711 | $ 257,653 | $ 218,502 |
United States | Revenue | Geographic concentration | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk (percent) | 64% | 65% | 63% |
Others | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 155,950 | $ 138,434 | $ 128,236 |
Others | Revenue | Geographic concentration | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk (percent) | 36% | 35% | 37% |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 USD ($) extension_option | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Asset impairment | $ 3,811 | $ 4,537 | $ 12,783 |
Leasehold improvements | $ 600 | 1,100 | |
Furniture and fixtures | $ 100 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Number of lease extension options | extension_option | 1 | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Optional renewal term (in years) | 7 years |
Leases - Components of Leases a
Leases - Components of Leases and Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Operating Leases | |||
Operating lease right-of-use assets | $ 22,462 | $ 22,768 | |
Operating lease liabilities, current portion | 6,760 | 9,240 | |
Operating lease liabilities, net of current portion | 37,100 | 37,924 | |
Total operating lease liabilities | 43,860 | 47,164 | |
Lease Cost | |||
Operating lease cost | 8,599 | 9,933 | $ 12,681 |
Short-term operating lease cost | 535 | 483 | 402 |
Sublease income | $ (391) | $ (98) | $ 0 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Maturities of Operating Lease Liabilities | ||
2025 | $ 8,827 | |
2026 | 8,770 | |
2027 | 7,995 | |
2028 | 7,911 | |
2029 | 6,880 | |
Thereafter | 10,607 | |
Total lease payments | 50,990 | |
Less imputed interest | (7,130) | |
Present value of lease liabilities | $ 43,860 | $ 47,164 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Lease Term and Discount Rate | |||
Weighted-average remaining operating lease term | 5 years 10 months 24 days | 6 years 8 months 12 days | |
Weighted-average operating lease discount rate (percent) | 5.10% | 4.80% | |
Supplemental Cash Flow Information | |||
Cash paid for operating leases | $ 13,559 | $ 12,802 | $ 13,701 |
Operating cash flows resulting from operating leases | 13,559 | 12,802 | 13,701 |
Operating leases obtained | $ 7,400 | $ 799 | $ 5,040 |
Leases - Impairment Charges Ass
Leases - Impairment Charges Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Leasehold improvements | $ 600 | $ 1,100 | |
Furniture and fixtures | 100 | ||
Asset impairment | 3,811 | 4,537 | $ 12,783 |
Lease-Related Assets | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | 1,620 | 3,311 | 9,769 |
Leasehold improvements | 599 | 1,150 | 2,223 |
Furniture and fixtures | 0 | 76 | 791 |
Asset impairment | $ 2,219 | $ 4,537 | $ 12,783 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 2 Months Ended | ||||||||
Aug. 30, 2023 USD ($) | Feb. 28, 2023 USD ($) | Jul. 31, 2020 lawsuit | Sep. 30, 2019 lawsuit | Mar. 31, 2021 lawsuit | Jun. 30, 2020 lawsuit | May 31, 2020 lawsuit | Jan. 31, 2024 USD ($) vendor | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | |
Other Commitments [Line Items] | ||||||||||
Litigation settlement | $ 2,000,000 | |||||||||
Cloud Computing Services | ||||||||||
Other Commitments [Line Items] | ||||||||||
Contractual obligation | $ 10,100,000 | |||||||||
Number of vendors related to contractual obligation | vendor | 1 | |||||||||
Putative Securities Class Action | ||||||||||
Other Commitments [Line Items] | ||||||||||
Number of lawsuits filed | lawsuit | 2 | |||||||||
Number of lawsuits consolidated | lawsuit | 2 | |||||||||
Litigation settlement | $ 75,500,000 | |||||||||
Payments for legal settlements funded by insurance proceeds | $ 7,200,000 | |||||||||
Stockholder Derivative Lawsuits, CA | ||||||||||
Other Commitments [Line Items] | ||||||||||
Number of lawsuits filed | lawsuit | 2 | |||||||||
Stockholder Derivative Lawsuits, Delaware | ||||||||||
Other Commitments [Line Items] | ||||||||||
Number of lawsuits filed | lawsuit | 2 | |||||||||
Stockholder Derivative Lawsuits, Delaware Chancery Court | ||||||||||
Other Commitments [Line Items] | ||||||||||
Number of lawsuits filed | lawsuit | 2 | |||||||||
Certain Facility Lease Agreements | Irrevocable Letters of Credit | ||||||||||
Other Commitments [Line Items] | ||||||||||
Letters of credit available | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | |||||||
Letters of credit outstanding | $ 0 | $ 0 |
Income Taxes - Net Loss Before
Income Taxes - Net Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Net loss before provision for income taxes | |||
Domestic | $ (72,032) | $ (193,031) | $ (101,626) |
Foreign | 5,990 | 5,643 | 3,628 |
Loss before income taxes | $ (66,042) | $ (187,388) | $ (97,998) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 193 | 189 | 163 |
International | 1,912 | 10,332 | 799 |
Current | 2,105 | 10,521 | 962 |
Deferred: | |||
Federal | 61 | 0 | 0 |
State | 25 | 0 | 0 |
International | (40) | 61 | 465 |
Deferred | 46 | 61 | 465 |
Income tax provision | $ 2,151 | $ 10,582 | $ 1,427 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Effective income tax rate reconciliation | |||
Federal income tax benefit at statutory rates | $ (13,849) | $ (39,351) | $ (20,580) |
State income taxes, net of effect of federal | (879) | (5,312) | (3,466) |
Permanent differences | 920 | 450 | 772 |
Warrant adjustment | 469 | (1,935) | 0 |
Federal and state R&D credits | (1,325) | (6,144) | (11,263) |
Impact from international operations | 1,480 | 9,230 | 502 |
Stock-based compensation | 4,990 | 7,772 | (3,427) |
Tax effects of intercompany transactions | 0 | (7,204) | 0 |
Other | (1,512) | 312 | (1,174) |
Change in valuation allowance | 11,857 | 52,764 | 40,063 |
Income tax provision | $ 2,151 | $ 10,582 | $ 1,427 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 147,259 | $ 139,298 |
Tax credit carryforwards | 28,581 | 27,256 |
Allowances and other | 17,743 | 34,884 |
Intangibles/Goodwill | 3,850 | 3,684 |
Depreciation and amortization | 2,361 | 1,949 |
Operating lease liability | 10,838 | 11,314 |
R&D Capitalization | 38,888 | 21,040 |
Total deferred tax assets | 249,520 | 239,425 |
Deferred tax liabilities: | ||
Deferred commissions | (11,528) | (11,938) |
Operating lease right-of-use asset | (5,678) | (5,368) |
Total deferred tax liabilities | (17,206) | (17,306) |
Valuation allowance | (234,891) | (224,648) |
Net deferred tax liabilities | $ (2,577) | $ (2,529) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Increase in valuation allowance | $ 10,200 | $ 58,400 | ||
Gross unrecognized tax benefits | 25,808 | 18,351 | $ 10,228 | $ 9,385 |
Unrecognized tax benefits that would impact effective tax rate in a future period | 7,300 | |||
Tax-related interest and penalties recognized | 300 | 100 | $ 100 | |
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 552,300 | 523,500 | ||
Net operating loss carryforwards not subject to expiration | 324,000 | |||
Federal | Research and Development | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credits | 24,900 | 20,500 | ||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 376,400 | 349,700 | ||
State | Research and Development | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credits | $ 22,800 | $ 18,500 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Reconciliation of unrecognized tax benefits | |||
Gross amount of unrecognized tax benefits, beginning of period | $ 18,351 | $ 10,228 | $ 9,385 |
Increase for tax positions related to the current year | 4,474 | 8,247 | 2,603 |
Increase for tax positions related to prior years | 3,005 | 0 | 1,135 |
Decrease for tax positions related to prior years | (22) | (124) | (2,895) |
Gross amount of unrecognized tax benefits, end of period | $ 25,808 | $ 18,351 | $ 10,228 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 USD ($) vote $ / shares shares | Jan. 31, 2023 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) shares | |
Class of Stock [Line Items] | |||
Preferred stock, authorized (in shares) | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Preferred stock, issued (in shares) | 0 | ||
Preferred stock, outstanding (in shares) | 0 | ||
Charitable donation of stock (in shares) | 0 | 101,317 | 61,012 |
Donation of common stock to charitable foundation | $ | $ 0 | $ 1,000 | $ 1,000 |
Class A common stock | |||
Class of Stock [Line Items] | |||
Number of votes for each share of stock held (in votes) | vote | 1 | ||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock issued (in shares) | 137,792,000 | 127,384,000 | |
Common stock outstanding (in shares) | 137,792,000 | 127,384,000 | |
Class B common stock | |||
Class of Stock [Line Items] | |||
Number of votes for each share of stock held (in votes) | vote | 10 | ||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock issued (in shares) | 8,240,000 | 8,121,000 | |
Common stock outstanding (in shares) | 8,240,000 | 8,121,000 |
Stockholders' Equity - Componen
Stockholders' Equity - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 97,160 | $ 170,607 | $ 171,913 |
Foreign currency translation adjustment | (672) | (461) | (673) |
Unrealized gain on available-for-sale securities | 732 | (350) | (231) |
Ending balance | 133,687 | 97,160 | 170,607 |
AOCI | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (919) | (108) | 796 |
Ending balance | (859) | (919) | $ (108) |
Foreign Currency Translation Adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (343) | ||
Foreign currency translation adjustment | (672) | ||
Ending balance | (1,015) | (343) | |
Unrealized (Loss) Gain on Available-for-Sale Securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (576) | ||
Unrealized gain on available-for-sale securities | 732 | ||
Ending balance | $ 156 | $ (576) |
Employee Stock Plans - Narrativ
Employee Stock Plans - Narrative (Details) shares in Thousands, $ in Millions | 12 Months Ended | |
Jan. 31, 2024 tranche purchasePeriod shares | Jan. 31, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
ESPP offering period (in months) | 2 years | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 9,074 | |
PSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Reversal of expense | $ | $ 7 | |
Granted (in shares) | 420 | |
Unvested PSUs issued and outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 9,600 | |
Unvested PSUs issued and outstanding | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of tranches | tranche | 2 | |
Unvested PSUs issued and outstanding | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of tranches | tranche | 3 | |
2018 Plan | Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved and available for issuance (in shares) | 25,000 | |
2006 Plan and 2015 Plan | Stock Options and RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate equity awards outstanding (in shares) | 3,500 | |
2018 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved and available for issuance (in shares) | 4,200 | |
ESPP offering period (in months) | 24 months | |
Number of purchase periods during offering period | purchasePeriod | 4 | |
Term of purchase period (in months) | 6 months | |
Purchase price, percentage of fair market value | 85% |
Employee Stock Plans - Stock Op
Employee Stock Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Shares Subject To Outstanding Stock Options | ||
Outstanding, beginning balance (in shares) | 7,761 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (634) | |
Cancelled (in shares) | (776) | |
Forfeited (in shares) | (268) | |
Outstanding, ending balance (in shares) | 6,083 | 7,761 |
Exercisable (in shares) | 3,528 | |
Vested and expected to vest (in shares) | 6,068 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 9.28 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 3.57 | |
Cancelled (in dollars per share) | 13.28 | |
Forfeited (in dollars per share) | 12.92 | |
Weighted average exercise price, ending balance (in dollars per share) | 9.21 | $ 9.28 |
Exercisable (in dollars per share) | 4.61 | |
Vested and expected to vest (in dollars per share) | $ 9.20 | |
Average Remaining Contractual Term (Years) | ||
Average remaining contractual term (years), outstanding | 3 years 7 months 6 days | 5 years |
Average remaining contractual term (years), exercisable | 2 years 2 months 12 days | |
Average remaining contractual term (years), vested and expected to vest | 3 years 7 months 6 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, outstanding | $ 15,984 | $ 14,505 |
Aggregate intrinsic value, exercisable | 15,984 | |
Aggregate intrinsic value, vested and expected to vest | $ 15,984 |
Employee Stock Plans - Grant Da
Employee Stock Plans - Grant Date Fair Value and Intrinsic Value of Options Exercised (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Weighted-average grant date fair value per share of options granted (in dollars per share) | $ 5.54 | $ 6.54 | |
Aggregate intrinsic value of options exercised during each respective period | $ 3,713 | $ 2,600 | $ 32,179 |
Granted (in shares) | 0 |
Employee Stock Plans - Valuatio
Employee Stock Plans - Valuation Assumptions for Estimated Fair Value of Stock Options (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 12.52 | ||
Expected volatility | 42.60% | ||
Expected volatility, minimum (percent) | 42.30% | ||
Expected volatility, maximum (percent) | 42.70% | ||
Expected term (years) | 5 years 9 months 18 days | ||
Risk-free interest rate | 3% | ||
Risk-free interest rate, minimum (percent) | 1% | ||
Risk-free interest rate, maximum (percent) | 1.10% | ||
Expected dividend yield (percent) | 0% | 0% | 0% |
Stock options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 15.64 | ||
Expected term (years) | 6 years | ||
Stock options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 15.87 | ||
Expected term (years) | 6 years 1 month 6 days |
Employee Stock Plans - RSU & PS
Employee Stock Plans - RSU & PSU Activity (Details) shares in Thousands | 12 Months Ended |
Jan. 31, 2024 $ / shares shares | |
RSUs | |
Number of RSUs Outstanding | |
Beginning balance (in shares) | shares | 12,504 |
Granted (in shares) | shares | 9,074 |
Vested (in shares) | shares | (7,955) |
Forfeited (in shares) | shares | (1,937) |
Ending balance (in shares) | shares | 11,686 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 12.98 |
Granted (in dollars per share) | $ / shares | 8.24 |
Vested (in dollars per share) | $ / shares | 11.73 |
Forfeited (in dollars per share) | $ / shares | 12.40 |
Ending balance (in dollars per share) | $ / shares | $ 10.24 |
PSU | |
Number of RSUs Outstanding | |
Beginning balance (in shares) | shares | 2,905 |
Granted (in shares) | shares | 420 |
Vested (in shares) | shares | (340) |
Forfeited (in shares) | shares | (675) |
Ending balance (in shares) | shares | 2,310 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 15.21 |
Granted (in dollars per share) | $ / shares | 10.24 |
Vested (in dollars per share) | $ / shares | 15.21 |
Forfeited (in dollars per share) | $ / shares | 15.21 |
Ending balance (in dollars per share) | $ / shares | $ 14.31 |
Employee Stock Plans - Valuat_2
Employee Stock Plans - Valuation Assumptions for Estimated Fair Value of ESPP (Details) - 2018 ESPP - $ / shares | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum (percent) | 34.60% | 42.40% | 34.40% |
Expected volatility, maximum (percent) | 45.70% | 52.30% | 53.20% |
Risk-free interest rate, minimum (percent) | 3% | 2.30% | 0.10% |
Risk-free interest rate, maximum (percent) | 5.50% | 4.70% | 0.70% |
Expected dividend yield (percent) | 0% | 0% | 0% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 8.69 | $ 6.15 | $ 16.07 |
Expected term (in years) | 6 months | 6 months | 6 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 11.55 | $ 8.91 | $ 19.82 |
Expected term (in years) | 2 years | 2 years | 2 years |
Employee Stock Plans - Stock-Ba
Employee Stock Plans - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Cost of Revenue | |||
Stock-based compensation expense | $ 101,052 | $ 96,401 | $ 72,070 |
Cost of subscription revenue | |||
Cost of Revenue | |||
Stock-based compensation expense | 8,979 | 8,141 | 5,875 |
Cost of professional services revenue | |||
Cost of Revenue | |||
Stock-based compensation expense | 11,567 | 12,297 | 10,274 |
Research and development | |||
Cost of Revenue | |||
Stock-based compensation expense | 27,292 | 25,819 | 21,072 |
Sales and marketing | |||
Cost of Revenue | |||
Stock-based compensation expense | 32,116 | 33,075 | 22,484 |
General and administrative | |||
Cost of Revenue | |||
Stock-based compensation expense | $ 21,098 | $ 17,069 | $ 12,365 |
Employee Stock Plans - Unrecogn
Employee Stock Plans - Unrecognized Compensation Costs (Details) $ in Thousands | 12 Months Ended |
Jan. 31, 2024 USD ($) | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs, stock options | $ 1,605 |
Weighted-average recognition period (in years) | 1 year |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs | $ 102,404 |
Weighted-average recognition period (in years) | 1 year 8 months 12 days |
PSU | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs | $ 18,590 |
Weighted-average recognition period (in years) | 1 year 1 month 6 days |
2018 ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs | $ 4,646 |
Weighted-average recognition period (in years) | 8 months 12 days |
Warrants to Purchase Shares o_3
Warrants to Purchase Shares of Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | |||
Sep. 22, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Mar. 24, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Warrant liability | $ 11,992 | $ 2,829 | ||
Reclassification of warrants, net of allocated debt issuance costs, to Accrued expenses and other current liabilities | $ 7,073 | |||
Silver Lake Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by warrants (in shares) | 7.5 | 7.5 | 7.5 | |
Warrants term | 7 years | |||
Make-whole fundamental change scenarios, issuance of stock as percentage of outstanding shares for requirement of shareholder approval | 20% | |||
Warrants classified as liability (in shares) | 2.8 | |||
Warrant liability | $ 12,000 | |||
Warrants classified as liability (in shares) | 4.7 | |||
Reclassification of warrants, net of allocated debt issuance costs, to Accrued expenses and other current liabilities | $ 7,700 | |||
Change in fair value of debt conversion and warrant liabilities | $ (1,400) | $ 9,200 | ||
Silver Lake Warrants | Warrants, tranche one | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by warrants (in shares) | 2.5 | |||
Exercise price of warrants (in dollars per share) | $ 20 | |||
Silver Lake Warrants | Warrants, tranche two | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by warrants (in shares) | 2.5 | |||
Exercise price of warrants (in dollars per share) | $ 22 | |||
Silver Lake Warrants | Warrants, tranche three | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by warrants (in shares) | 2.5 | |||
Exercise price of warrants (in dollars per share) | $ 24 |
Warrants to Purchase Shares o_4
Warrants to Purchase Shares of Common Stock - Valuation Inputs (Details) - Warrants | Jan. 31, 2024 | Sep. 22, 2023 | Jan. 31, 2023 |
Fair value of common stock (in dollars per share) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 9.14 | 8.44 | 7.24 |
Exercise price | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 20 | 20 | 22 |
Exercise price | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 24 | 24 | 24 |
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.418 | 0.422 | 0.412 |
Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (in years) | 5 years 2 months 12 days | 5 years 6 months | 6 years 2 months 12 days |
Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.039 | 0.046 | 0.036 |
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | 0 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Numerator: | |||
Net loss | $ (68,193) | $ (197,970) | $ (99,425) |
Denominator: | |||
Weighted-average common shares outstanding, basic (in shares) | 140,147 | 131,441 | 124,206 |
Weighted-average common shares outstanding, diluted (in shares) | 140,147 | 131,441 | 124,206 |
Net loss per share, basic (in dollars per share) | $ (0.49) | $ (1.51) | $ (0.80) |
Net loss per share, diluted (in dollars per share) | $ (0.49) | $ (1.51) | $ (0.80) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities Not Included in the Diluted Per Share Calculations (Details) - shares shares in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 47,889 | 43,486 | 20,875 |
2029 Notes conversion | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 20,000 | 12,500 | 0 |
Unvested RSUs issued and outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 11,686 | 12,504 | 12,171 |
Issued and outstanding stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 6,083 | 7,761 | 8,560 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 7,500 | 7,500 | 0 |
Unvested PSUs issued and outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 2,310 | 2,905 | 0 |
Shares committed under ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 310 | 316 | 144 |
Zephr Acquisition - Narrative (
Zephr Acquisition - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 02, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Change in fair value of contingent consideration | $ 0 | $ (380) | $ 0 | |
Zephr Inc | ||||
Business Acquisition [Line Items] | ||||
Purchase consideration | $ 47,900 | |||
Cash payment | 43,100 | |||
Contingent consideration | 4,800 | |||
Contingent consideration arrangement | 4,400 | |||
Change in fair value of contingent consideration | 400 | |||
Payment to settle contingent consideration | 4,500 | |||
Goodwill expected tax deductible amount | 0 | |||
Transaction costs | $ 200 | $ 3,200 | ||
Compensation expense payable | 2,900 | |||
Zephr Inc | Minimum | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | 0 | |||
Zephr Inc | Maximum | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 6,000 |
Zephr Acquisition - Schedule of
Zephr Acquisition - Schedule of Estimate of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 | Sep. 02, 2022 | Jan. 31, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 56,657 | $ 53,991 | $ 17,632 | |
Zephr Inc | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2,103 | |||
Accounts receivable | 131 | |||
Prepaid expenses and other current assets | 916 | |||
Fixed Assets | 120 | |||
Goodwill | 35,519 | |||
Accounts payable | (292) | |||
Accrued liabilities | (303) | |||
Other current liabilities | (225) | |||
Deferred revenue | (2,056) | |||
Fair value of net assets acquired | 47,913 | |||
Zephr Inc | Tradename | ||||
Business Acquisition [Line Items] | ||||
Intangible assets: | 800 | |||
Zephr Inc | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets: | 10,300 | |||
Zephr Inc | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets: | $ 900 |
Zephr Acquisition - Schedule _2
Zephr Acquisition - Schedule of Acquired Identifiable Intangible Assets (Details) - Zephr Inc $ in Thousands | Sep. 02, 2022 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 12,000 |
Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 800 |
Useful Life | 3 years |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 10,300 |
Useful Life | 7 years |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 900 |
Useful Life | 10 years |