Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2018 | Aug. 31, 2018 | Jan. 31, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Guidewire Software, Inc. | ||
Entity Central Index Key | 1,528,396 | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 80,608,319 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 3,400 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 437,140 | $ 263,176 |
Short-term investments | 630,008 | 310,027 |
Accounts receivable, net of allowances of $1,062 and $0, respectively | 124,849 | 79,433 |
Prepaid expenses and other current assets | 30,510 | 26,604 |
Total current assets | 1,222,507 | 679,240 |
Long-term investments | 190,952 | 114,585 |
Property and equipment, net | 18,595 | 14,376 |
Intangible assets, net | 95,654 | 71,315 |
Deferred tax assets, noncurrent | 87,482 | 37,430 |
Goodwill | 340,877 | 141,851 |
Other assets | 22,525 | 20,104 |
TOTAL ASSETS | 1,978,592 | 1,078,901 |
CURRENT LIABILITIES: | ||
Accounts payable | 30,635 | 13,416 |
Accrued employee compensation | 60,135 | 48,882 |
Deferred revenue, current | 114,138 | 91,243 |
Other current liabilities | 20,280 | 10,075 |
Total current liabilities | 225,188 | 163,616 |
Convertible senior notes, net | 305,128 | 0 |
Deferred revenue, noncurrent | 23,758 | 19,892 |
Other liabilities | 774 | 2,112 |
Total liabilities | 554,848 | 185,620 |
Commitments and contingencies (Note 7) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, par value $0.0001 per share—500,000,000 shares authorized as of July 31, 2018 and 2017; 80,611,698 and 75,007,625 shares issued and outstanding as of July 31, 2018 and 2017, respectively | 8 | 8 |
Additional paid-in capital | 1,297,979 | 830,014 |
Accumulated other comprehensive loss | (7,748) | (5,796) |
Retained earnings | 133,505 | 69,055 |
Total stockholders’ equity | 1,423,744 | 893,281 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,978,592 | $ 1,078,901 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2018 | Jul. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued (in shares) | 80,611,698 | 75,007,625 |
Common stock, shares outstanding (in shares) | 80,611,698 | 75,007,625 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Revenue: | |||
License and other | $ 315,776 | $ 271,462 | $ 219,751 |
Maintenance | 77,337 | 68,643 | 59,931 |
Services | 267,954 | 174,179 | 144,764 |
Total revenue | 661,067 | 514,284 | 424,446 |
Cost of revenues: | |||
License and other | 35,452 | 17,046 | 7,184 |
Maintenance | 14,783 | 13,397 | 11,547 |
Services | 246,472 | 161,116 | 133,103 |
Total cost of revenue | 296,707 | 191,559 | 151,834 |
Gross profit: | |||
License and other | 280,324 | 254,416 | 212,567 |
Maintenance | 62,554 | 55,246 | 48,384 |
Services | 21,482 | 13,063 | 11,661 |
Total gross profit | 364,360 | 322,725 | 272,612 |
Operating expenses: | |||
Research and development | 171,657 | 130,323 | 112,496 |
Sales and marketing | 124,117 | 109,239 | 92,765 |
General and administrative | 75,916 | 56,551 | 50,914 |
Total operating expenses | 371,690 | 296,113 | 256,175 |
Income (loss) from operations | (7,330) | 26,612 | 16,437 |
Interest income | 13,281 | 5,867 | 4,850 |
Interest expense | (6,442) | (13) | 0 |
Other income (expense), net | 509 | 811 | (505) |
Income before provision for income taxes | 18 | 33,277 | 20,782 |
Provision for income taxes | 19,683 | 12,053 | 5,806 |
Net income | $ (19,665) | $ 21,224 | $ 14,976 |
Earnings per share: | |||
Basic (in USD per share) | $ (0.25) | $ 0.29 | $ 0.21 |
Diluted (in USD per share) | $ (0.25) | $ 0.28 | $ 0.20 |
Shares used in computing earnings per share: | |||
Basic (in shares) | 77,709,592 | 73,994,577 | 72,026,694 |
Diluted (in shares) | 77,709,592 | 75,328,343 | 73,765,960 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ (19,665) | $ 21,224 | $ 14,976 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (1,567) | 1,179 | (562) |
Unrealized (loss) gain on available-for-sale securities, net of tax benefit (expense) of $233, $234, and $(187), respectively | (363) | (231) | 288 |
Reclassification adjustment for realized (gain) loss on available-for-sale securities, included in net income | (22) | (151) | 24 |
Other comprehensive income (loss) | (1,952) | 797 | (250) |
Comprehensive income (loss) | $ (21,617) | $ 22,021 | $ 14,726 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income Statement (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized (loss) gain on available-for-sale securities, tax | $ 234 | $ (187) | $ 38 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Additional paid-in capital [Member] | Accumulated other comprehensive income (loss) [Member] | Retained Earnings (Accumulated deficit) [Member] | Common stock [Member] | Common stock [Member]Common stock [Member] |
Balance (in shares) at Jul. 31, 2015 | 71,005,738 | |||||
Balance, Value at Jul. 31, 2015 | $ 689,388 | $ 662,869 | $ (6,343) | $ 32,855 | $ 7 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 652,832 | 652,832 | ||||
Issuance of common stock upon exercise of stock options, Value | $ 7,840 | 7,840 | ||||
Issuance of common stock upon RSU release (in shares) | 1,408,746 | |||||
Issuance of common stock upon restricted stock unit (RSU) release | 0 | 0 | ||||
Shares withheld for taxes related to net share settlement (in shares) | (27,397) | |||||
Shares withheld for taxes related to net share settlement | (1,488) | (1,488) | ||||
Stock-based compensation | 66,409 | 66,409 | ||||
Tax benefit from the exercise of stock options and vesting of RSUs | 7,060 | 7,060 | ||||
Purchase of capped calls | 0 | |||||
Net income | 14,976 | 14,976 | ||||
Foreign currency translation adjustment | (562) | (562) | ||||
Unrealized gains on available-for-sale securities | 288 | 288 | ||||
Reclassification adjustment for realized (gain) loss on available-for-sale securities, included in net income | 24 | 24 | ||||
Balance (in shares) at Jul. 31, 2016 | 73,039,919 | |||||
Balance, Value at Jul. 31, 2016 | $ 783,935 | 742,690 | (6,593) | 47,831 | $ 7 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 594,936 | 594,936 | ||||
Issuance of common stock upon exercise of stock options, Value | $ 5,563 | 5,563 | ||||
Issuance of common stock upon RSU release (in shares) | 1,372,770 | |||||
Issuance of common stock upon restricted stock unit (RSU) release | 0 | (1) | $ 1 | |||
Stock-based compensation | 72,695 | 72,695 | ||||
Tax benefit from the exercise of stock options and vesting of RSUs | 9,067 | 9,067 | ||||
Purchase of capped calls | 0 | |||||
Net income | 21,224 | 21,224 | ||||
Foreign currency translation adjustment | 1,179 | 1,179 | ||||
Unrealized gains on available-for-sale securities | (231) | (231) | ||||
Reclassification adjustment for realized (gain) loss on available-for-sale securities, included in net income | (151) | (151) | ||||
Balance (in shares) at Jul. 31, 2017 | 75,007,625 | |||||
Balance, Value at Jul. 31, 2017 | $ 893,281 | 830,014 | (5,796) | 69,055 | $ 8 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 150,924 | 150,924 | ||||
Issuance of common stock upon exercise of stock options, Value | $ 2,013 | 2,013 | ||||
Issuance of common stock upon RSU release (in shares) | 1,255,605 | |||||
Issuance of common stock upon restricted stock unit (RSU) release | 0 | 0 | $ 0 | |||
Stock-based compensation | $ 89,176 | 89,176 | ||||
Issuance of common stock for Cyence acquisition (in shares) | 1,568,973 | |||||
Issuance of common stock for Cyence acquisition | $ 117,457 | 117,457 | ||||
Public offering, net of issuance cost (in shares) | 2,628,571 | |||||
Public offering, net of issuance cost | $ 220,948 | 220,948 | ||||
Tax benefit from the exercise of stock options and vesting of RSUs | 74,562 | 74,562 | ||||
Purchase of capped calls | (37,200) | (37,200) | ||||
Net income | (19,665) | (19,665) | ||||
Foreign currency translation adjustment | (1,567) | (1,567) | ||||
Unrealized gains on available-for-sale securities | (363) | (363) | ||||
Reclassification adjustment for realized (gain) loss on available-for-sale securities, included in net income | (22) | (22) | ||||
Balance (in shares) at Jul. 31, 2018 | 80,611,698 | |||||
Balance, Value at Jul. 31, 2018 | 1,423,744 | 1,297,979 | $ (7,748) | 133,505 | $ 8 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new accounting standard (ASU 2016-09) | $ 85,124 | $ 1,009 | $ 84,115 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ (19,665) | $ 21,224 | $ 14,976 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 35,611 | 18,725 | 8,842 |
Amortization of debt discount and issuance costs | 4,512 | 0 | 0 |
Stock-based compensation | 89,614 | 71,794 | 66,131 |
Excess tax benefit from stock-based compensation | 0 | (9,067) | (7,102) |
Charges to bad debt and revenue reserves | 1,062 | 0 | 0 |
Deferred income tax | 15,336 | (1,227) | (4,568) |
Amortization of premium on available-for-sale securities, and other non-cash items | (1,418) | 1,462 | 2,516 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (40,832) | (9,750) | (75) |
Prepaid expenses and other assets | (2,783) | (9,463) | (7,668) |
Accounts payable | 16,794 | 1,311 | 603 |
Accrued employee compensation | 9,230 | 7,138 | 4,114 |
Other liabilities | 8,858 | 8,211 | 5,993 |
Deferred revenue | 24,140 | 36,802 | 16,138 |
Net cash provided by operating activities | 140,459 | 137,160 | 99,900 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of available-for-sale securities | (859,657) | (462,035) | (652,017) |
Sales and maturities of available-for-sale securities | 464,143 | 547,630 | 597,405 |
Purchase of property and equipment | (9,398) | (5,886) | (7,111) |
Capitalized software development costs | (2,613) | (784) | 0 |
Strategic investment | 0 | (4,677) | 0 |
Acquisitions of business, net of cash acquired | (130,059) | (187,590) | (39,530) |
Net cash used in investing activities | (537,584) | (113,342) | (101,253) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | 387,239 | 0 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 220,948 | 0 | 0 |
Purchase of capped calls | (37,200) | 0 | 0 |
Proceeds from issuance of common stock upon exercise of stock options | 2,013 | 5,563 | 7,840 |
Taxes remitted on restricted stock units vested | 0 | 0 | (1,488) |
Excess tax benefit from exercise of stock options and vesting of restricted stock units | 0 | 9,067 | 7,102 |
Net cash provided by financing activities | 573,000 | 14,630 | 13,454 |
Effect of foreign exchange rate changes on cash and cash equivalents | (1,911) | 1,146 | (881) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 173,964 | 39,594 | 11,220 |
CASH AND CASH EQUIVALENTS—Beginning of period | 263,176 | 223,582 | 212,362 |
CASH AND CASH EQUIVALENTS—End of period | 437,140 | 263,176 | 223,582 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for income taxes, net of tax refunds | 4,744 | 3,700 | 3,907 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Accruals for purchase of property and equipment | 1,508 | 1,376 | 882 |
Accruals for capitalized software development costs | $ 189 | $ 171 | $ 0 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies and Estimates | 12 Months Ended |
Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Summary of Significant Accounting Policies and Estimates | The Company and Summary of Significant Accounting Policies Company Guidewire Software, Inc., a Delaware corporation, was incorporated on September 20, 2001. Guidewire Software, Inc. together with its subsidiaries (the “Company”) provides a technology platform which consists of three key elements: core transaction processing, data management and analytics, and digital engagement. The Company’s technology platform supports core insurance operations, including underwriting and policy administration, claim management and billing, enables new insights into data that can improve business decision making and supports digital sales, service and claims experiences for policyholders, agents, and other key stakeholders. The Company’s customers are primarily property and casualty insurance carriers. Public Offerings In March 2018, the Company completed a public offering of 2,628,571 shares of its common stock, including the sale of shares in connection with the underwriters’ exercise in full of their option to purchase additional shares of common stock from the Company. The public offering price of the shares sold in the offering was $87.50 per share. No shares were sold by the Company’s stockholders in this public offering. Concurrently, the Company completed a sale of $400.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2025 (the “Convertible Senior Notes”), including amounts sold in connection with the underwriters’ exercise in full of their option to purchase additional Convertible Senior Notes. Net of offering expenses and underwriting discounts (“issuance costs”), the Company received net proceeds of approximately $220.9 million related to the common stock offering and $387.2 million related to the convertible note offering. Basis of Presentation and Consolidation Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Guidewire Software, Inc. and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Significant items subject to such estimates include, but are not limited to, revenue recognition, the useful lives of property and equipment and intangible assets, allowance for doubtful accounts, valuation allowance for deferred tax assets, stock-based compensation, annual bonus attainment, income tax uncertainties, fair value of convertible senior notes, investments and acquired assets and assumed liabilities including deferred revenue, valuation of goodwill and intangible assets, determination of software development costs to be capitalized, and contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from these estimates. Reclassification Certain prior period balances have been reclassified to conform to the current period presentation in the Company’s consolidated financial statements and the accompanying notes. Foreign Currency The functional currency of the Company’s foreign subsidiaries is their respective local currency. The Company translates all assets and liabilities of foreign subsidiaries to U.S. dollars at the current exchange rate as of the applicable balance sheet date. Revenue and expenses are translated at the average exchange rate prevailing during the period in which the transactions occur. The effects of foreign currency translations are recorded in accumulated other comprehensive income/loss as a separate component of stockholders’ equity in the accompanying consolidated statements of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are recorded as other income (expense) in the consolidated statements of operations. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with remaining maturities of 90 days or less at the date of purchase. Cash equivalents primarily consist of commercial paper and money market funds. Investments Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. All investments are classified as available-for-sale. The Company classifies investments as short-term when they have remaining contractual maturities of one year or less from the balance sheet date, and as long-term when the investments have remaining contractual maturities of more than one year from the balance sheet date. All investments are recorded at fair value with unrealized holding gains and losses included in accumulated other comprehensive income (loss). Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets. Maintenance and repairs that do not extend the life or improve an asset are expensed in the period incurred. The estimated useful lives of property and equipment are as follows: Computer hardware 3 years Purchased software 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of the lease term or estimated useful life Software Development Costs For qualifying costs incurred for computer software developed for internal use, the Company begins to capitalize its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. These capitalized costs are amortized to expense over the estimated useful lives of the related assets, generally estimated to be three years. Costs incurred prior to meeting these capitalization criteria and costs incurred for training and maintenance are expensed as incurred and recorded in research and development expense on the Company’s consolidated statements of operations. Capitalized software development costs are recorded in property and equipment on the Company’s consolidated balance sheets. Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and subject to refinement and, as a result, actual results may differ from estimates. During the measurement period, which may be up to one year from the acquisition date, if new information is obtained about facts and circumstances that existed as of the acquisition date, the Company may record adjustments to the fair value of these assets and liabilities, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired and liabilities assumed, whichever comes first, subsequent adjustments, if any, are recorded to the Company’s consolidated statements of operations. Impairment of Long-Lived Assets, Intangible Assets and Goodwill The Company evaluates its long-lived assets, consisting of property and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate that the carrying amount of certain assets may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying value of the assets over the estimated fair value of the assets. The Company has not written down any of its long-lived assets as a result of impairment during any of the periods presented. The Company tests goodwill for impairment annually, during the fourth quarter of each fiscal year, and in the interim whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. In performing the qualitative assessment, the Company considers events and circumstances, including but not limited to, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit’s net assets and changes in the price of the Company’s common stock. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the Company’s single reporting unit is greater than its carrying amount, then the two-step goodwill impairment test is not performed. There have been no goodwill impairments during any of the periods presented. Convertible Senior Notes In March 2018, the Company issued $400.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2025. The Company accounts for the liability and equity components of the issued Convertible Senior Notes separately. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the Convertible Senior Notes as a whole. This difference represents a debt discount that is amortized to interest expense using the effective interest method over the term of the Convertible Senior Notes. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The equity component of the Convertible Senior Notes is recorded as the difference between the initial proceeds less the fair value of the liability component and will not be remeasured as long as it continues to meet the requirements for equity classification. The equity component is net of issuance costs and recorded in additional paid in capital. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, investments and accounts receivable. The Company maintains its cash, cash equivalents and investments with high quality financial institutions. The Company is exposed to credit risk for cash held in financial institutions in the event of a default to the extent that such amounts recorded on the balance sheet are in excess of amounts that are insured by the Federal Deposit Insurance Corporation (“FDIC”). No customer individually accounted for 10% or more of the Company’s revenue for the years ended July 31, 2018 , 2017 and 2016 . As of July 31, 2018 , no customer accounted for 10% or more of the Company’s total accounts receivable. As of July 31, 2017 , one customer individually accounted for 11% of the Company’s total accounts receivable. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amounts and do not bear interest. The Company does not require collateral, performs ongoing credit evaluations of its customers and provides for expected losses. The Company maintains an allowance for doubtful accounts based upon the expected collectability of its accounts receivable. The expectation of collectability is based on historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with delinquent accounts. Revenue Recognition The Company enters into arrangements to deliver multiple products or services (multiple-elements). For a substantial majority of its sales, the Company applies software revenue recognition rules and allocates the total revenue among elements based on vendor-specific objective evidence (“VSOE”) of the fair value of each element. The Company recognizes revenue on a net basis excluding indirect taxes, such as sales tax and value added tax, collected from customers and remitted to government authorities. Revenue is derived from three sources: (i) License fees, related to term (or time-based) licenses, cloud-based subscriptions (also referred to as “subscriptions”), and perpetual software licenses; (ii) Maintenance fees associated with term or perpetual licenses relate to email and phone support, bug fixes and unspecified software updates, and upgrades released when, and if, available during the maintenance term; and (iii) Services fees from professional services relate to implementation of the Company’s software, reimbursable travel, and training provided to our customers. Revenue is recognized when all of the following criteria are met: • Persuasive evidence of an arrangement exists. Evidence of an arrangement consists of a written contract signed by both the customer and management prior to the end of the period. • Delivery or performance has occurred . The Company’s software is delivered electronically to the customer. Delivery is considered to have occurred when the Company provides the customer access to the software along with login credentials. • Fees are fixed or determinable. The Company assesses whether a fee is fixed or determinable at the outset of the arrangement, primarily based on the payment terms associated with the transaction. Fees from term licenses are invoiced in advance in annual or quarterly installments over the term of the agreement beginning on the effective date of the license and represent extended payment terms. A significant majority are invoiced annually. As a result, term license fees are not considered to be fixed and determinable until they become due or payment is received. Perpetual license fees are generally due between 30 and 60 days from delivery of software. We offer extended payment terms in limited cases. • Collectability is probable or reasonably assured. Collectability is assessed on a customer-by-customer basis, based primarily on creditworthiness as determined by credit checks and analysis, as well as customer payment history. Payment terms generally range from 30 to 90 days from invoice date. If it is determined prior to revenue recognition that collection of an arrangement fee is not probable, revenue is deferred until collection becomes probable or reasonably assured, or cash is collected, assuming all other revenue recognition criteria are satisfied. VSOE of fair value does not exist for the Company’s software licenses; therefore, the Company allocates revenue to software licenses using the residual method. Under the residual method, the amount recognized for license fees is the difference between the total fixed and determinable fees and the VSOE of fair value for the undelivered elements under the arrangement. The VSOE of fair value for elements of an arrangement is based upon the normal pricing and discounting practices for those elements when sold separately. VSOE of fair value for maintenance is established using the stated maintenance renewal rate in the customer’s contract. For term licenses with duration of one year or less, no VSOE of fair value for maintenance exists. VSOE of fair value for services is established if a substantial majority of historical stand-alone selling prices for a service fall within a reasonably narrow price range. If the undelivered elements are all service elements and VSOE of fair value does not exist for one or more service element, the total arrangement fee is recognized ratably over the longest service period starting at software delivery, assuming all the related services have been made available to the customer. The Company’s subscriptions are recognized ratably over the term of the arrangement typically upon provisioning the products. As noted above, the Company generally invoices fees for licenses and maintenance to its customers in annual or, in certain cases, quarterly installments payable in advance. The fees related to maintenance are recognized over the period the maintenance is provided. Substantially all of the Company’s professional services engagements are billed on a time and materials basis and are typically not considered essential to the functionality of the software. The related revenue and costs are recognized in the period incurred. In select situations, the Company will contract our professional services on a fixed fee basis, where we generally recognize services revenue on a proportional performance basis as the performance obligations are completed. When professional services are sold with a license arrangement the Company evaluates whether those services are essential to the functionality of the software. In the limited cases where professional services are deemed to be essential to the functionality of the software and separate accounting for the services is not permitted, the arrangement is accounted for using contract accounting until the essential services are complete. Deferred revenue represent amounts, which are billed to or collected from creditworthy customers for which one or more of the revenue recognition criteria have not been met. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancellable arrangements. Sales Commissions Sales commissions are recognized as an expense when earned by the sales representative, generally occurring at the time the customer order is signed. Substantially all of the effort by the sales force is expended through the time of closing the sale, with limited to no involvement thereafter. Warranties The Company generally provides a warranty for its software products and services to its customers for periods ranging from 3 to 12 months . The Company’s software products are generally warranted to be free of defects in materials and workmanship under normal use and to substantially perform as described in published documentation. The Company’s services are generally warranted to be performed in a professional manner and to materially conform to the specifications set forth in the related customer contract. In the event there is a failure of such warranties, the Company generally will correct the problem or provide a reasonable workaround or replacement product. If the Company cannot correct the problem or provide a workaround or replacement product, then the customer’s remedy is generally limited to refund of the fees paid for the nonconforming product or services. Warranty expense has been insignificant to date. Advertising Costs Advertising costs are expensed as incurred and amounts incurred were not material during the years ended July 31, 2018 , 2017 and 2016 . Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method, which requires the Company to measure the stock-based compensation based on the grant-date fair value of the awards and recognize the compensation expense over the requisite service period. The Company recognizes compensation expense net of actual forfeitures. To date, the Company has granted or assumed stock options, restricted stock awards (“RSAs”), time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and restricted stock units that may be earned subject to the Company’s total shareholder return ranking relative to the software companies in the S&P Software and Services Select Industry Index (“S&P Index”) for a specified performance period or specified performance periods, service periods, and in select cases, subject to certain performance conditions (“TSR PSUs”). RSAs, RSUs, PSUs, and TSR PSUs are collectively referred to as “Stock Awards”. The fair value of the Company’s RSAs, RSUs and PSUs equal the market value of the Company’s common stock on the date of grant. These awards are subject to time-based vesting, which generally occurs over a period of four years . The Company recognizes compensation expense for awards which contain only service conditions on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Company recognizes the compensation cost for awards that contain either a performance condition, market conditions, or both using the graded vesting method. The fair value of the Company’s Stock Options and TSR PSUs are estimated at the grant date using the Black-Scholes model and Monte Carlo simulation method, respectively. The assumptions utilized in this simulation require judgments and estimates. Changes in these inputs and assumptions could affect the measurement of the estimated fair value and the related compensation expense related to these stock options and stock awards. Compensation expense associated with these TSR PSUs will be recognized over the vesting period regardless of whether the market condition is ultimately satisfied; however, the expense will be reversed if a grantee terminates prior to satisfying the requisite service period. For TSR PSUs containing an additional performance condition, a portion of the expense may fluctuate depending on the achievement of the performance conditions. All TSR PSUs will vest at the end of a three -year period. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement carrying amounts and tax basis of existing assets and liabilities by using enacted tax rates in effect for the year in which the difference is expected to reverse. All deferred tax assets and liabilities are classified as non-current on the consolidated balance sheets. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded when it is more likely than not that some portion or all of such deferred tax assets will not be realized and is based on the positive and negative evidence about the future including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The effective tax rate in any given financial statement period may differ materially from the statutory rate. These differences may be caused by changes in tax regulations and resulting changes in the deferred tax valuation allowance, changes in the mix and level of income or losses, changes in the expected outcome of tax audits, as well as permanent differences for stock-based compensation, including excess tax benefits, research and development credits, the tax rate differences between the United States and foreign countries, foreign withholding taxes, certain non-deductible expenses including executive compensation, and acquisition-related expenses. The Company records interest and penalties related to unrecognized tax benefits as income tax expense in its consolidated statement of operations. Recently Adopted Accounting Pronouncements Compensation, Stock Compensation (ASC 718): Improvements on Employee Share-Based Payment Accounting In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation, Stock Compensation (ASC 718): Improvements on Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted ASU 2016-09 on August 1, 2017. As a result of this adoption, previously unrecognized tax benefits of $85.7 million were recorded as deferred tax assets net of valuation allowance of $0.6 million , on a modified retrospective approach with a net cumulative effect adjustment to opening retained earnings of $85.1 million . The Company elected to account for forfeitures based on actuals, as they occur, and using a modified retrospective transition method, recorded a cumulative-effect adjustment of $1.0 million to decrease the Company’s opening retained earnings balance as of the adoption date. For the year ended July 31, 2018 , the provision for income taxes included tax benefits of $9.1 million related to the tax effects of settled stock-based awards. Recent Accounting Pronouncements Not Yet Adopted Revenue from Contracts with Customers (ASC 606): Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606) (“ASU 2014-09”), which provides guidance for revenue recognition. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of this standard. As a result, ASU 2014-09 and related amendments will be effective for the Company for its fiscal year beginning August 1, 2018, including interim periods within that fiscal year. The FASB issued ASU No. 2016-08, Principal Versus Agent Consideration (or Reporting Revenue Gross versus Net) in March 2016, ASU No. 2016-10, Identifying Performance Obligations and Licensing in April 2016, and ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients in May 2016. These amendments clarified certain aspects of ASU 2014-09 and have the same effective date as ASU 2014-09. The Company will adopt these ASUs (collectively, ASC 606) on August 1, 2018 under the Modified Retrospective Method. The Company has evaluated the potential impact of ASC 606 on its revenue recognition policy and practices and has concluded that ASC 606 will impact the pattern of its revenue recognition associated with its software licenses and, to a lesser extent, cloud-based subscriptions. The Company’s term licenses require payments to be made annually or quarterly in advance and are subject to extended payment terms. Currently under ASC 605, revenue associated with term software licenses is recognized in the earlier of the period in which the payments are due or are actually made. Under ASC 606, the Company will be required to recognize term license revenue associated with such payments not when they are made or due, but when control of the software license is transferred to the customer, which occurs at or near the time a contract with a customer is executed. As a result, under ASC 606, contractually obligated payments allocated to the software license under a term license that the Company reasonably expects to collect would be recognized upon delivery. In conjunction with its evaluation of this new standard, the Company began revising its contracting practices and amending existing agreements with certain customers primarily by shortening the initial, non-refundable term of its licenses. Since fiscal year 2017, a majority of new term license contracts have a two-year initial term with subsequent one-year auto renewal options. The Company currently anticipates that the impact of ASC 606 on its cloud-based subscriptions, will be more limited than for term license arrangements and will impact, primarily, those cloud-based subscriptions that contractually provide for increasing annual subscription payments during the term of the arrangement. Under ASC 606, revenue on these types of cloud-based arrangements will be recognized ratably throughout the committed term. While the Company is still evaluating the impact of the change to the timing of revenue recognition, the Company expects to have a balance sheet impact at the date of adoption of approximately $29 million to $39 million recorded as a reduction primarily to deferred revenue and an increase to un-billed contract revenue. Another significant provision under ASC 606 includes the capitalization and amortization of costs associated with obtaining a contract, most significantly sales commissions. The amortization period for the Company's deferred costs will be recognized over the estimated period of benefit, which is estimated to be five years. The Company expects there to be a balance sheet impact at the date of adoption recognizing the deferred sales commission capitalization costs of approximately $11 million to $17 million . We will continue to monitor additional changes, modifications, clarifications or interpretations of ASC 606, which may impact current expectations. Leases (ASC 842): Accounting for Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842) (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard will be effective for the Company beginning August 1, 2019. While the Company is currently evaluating the impact this update will have on its consolidated financial statements, it expects ASU 2016-02 to have a significant impact on recorded assets and liabilities. Financial Instruments (ASC 825): Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the FASB issued ASU 2016-01, Financial Instruments (ASC 825) (“ASU 2016-01”), which impacts certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Under ASU 2016-01, unconsolidated non-equity method investments shall be measured at fair value. If such investments do not have a readily determinable fair value, an election may be made to measure them at cost after considering observable price changes for similar instruments. The standard will be effective for the Company beginning August 1, 2018. The Company does not expect the impact this update will have on its strategic equity investment in a privately-held company to be significant. Other recent accounting pronouncements that are or will be applicable to the Company did not, or are not expected to, have a material impact on the Company’s present or future financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jul. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Available-for-sale investments within cash equivalents and investments consist of the following: July 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) U.S. Government agency securities $ 9,000 $ — $ (27 ) $ 8,973 Commercial paper 471,966 4 (141 ) 471,829 Corporate bonds 432,234 69 (763 ) 431,540 U.S. Government bonds 89,986 — (55 ) 89,931 Foreign government bonds 9,306 7 (1 ) 9,312 Certificate of deposit 81,985 53 (8 ) 82,030 Money market funds 90,766 — — 90,766 Total $ 1,185,243 $ 133 $ (995 ) $ 1,184,381 July 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) U.S. Government agency securities $ 22,662 $ — $ (66 ) $ 22,596 Commercial paper 147,371 2 (34 ) 147,339 Corporate bonds 258,334 157 (146 ) 258,345 U.S. Government bonds 67,164 — (185 ) 66,979 Certificate of deposit 27,498 29 — 27,527 Money market funds 96,313 — — 96,313 Total $ 619,342 $ 188 $ (431 ) $ 619,099 The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses, aggregated by investment category and length of time that individual securities have been in an unrealized loss position: July 31, 2018 Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in thousands) U.S. Government agency securities $ 6,974 $ (24 ) $ 1,999 $ (3 ) $ 8,973 $ (27 ) Commercial paper 144,342 (141 ) — — 144,342 (141 ) Corporate bonds 307,590 (755 ) 13,497 (8 ) 321,087 (763 ) U. S. Government bonds 65,013 (11 ) 19,948 (44 ) 84,961 (55 ) Foreign government bonds 766 (1 ) — — 766 (1 ) Certificate of deposit 23,734 (8 ) — — 23,734 (8 ) Total $ 548,419 $ (940 ) $ 35,444 $ (55 ) $ 583,863 $ (995 ) As of July 31, 2018 , the Company had 188 investments in a gross unrealized loss position. The unrealized losses on its available-for-sale securities were primarily a result of unfavorable changes in interest rates subsequent to the initial purchase of these securities. The Company does not intend to sell, nor does it believe it will need to sell, these securities before recovering the associated unrealized losses. The Company does not consider any portion of the unrealized losses at July 31, 2018 to be other-than-temporarily impaired, nor are any unrealized losses considered to be credit losses. The Company has recorded the securities at fair value in its consolidated balance sheets, with unrealized gains and losses reported as a component of accumulated other comprehensive loss. The amount of realized gains and losses reclassified into earnings are based on the specific identification of the securities sold. The realized gains and losses from sales of securities in the periods presented were not material. The following table summarizes the contractual maturities of the Company’s available-for-sale investments measured at fair value: July 31, 2018 Less Than 12 Months 12 to 24 Months Total (in thousands) U.S. Government agency securities $ 1,999 $ 6,974 $ 8,973 Commercial paper 465,030 6,799 471,829 Corporate bonds 280,249 151,291 431,540 U.S. Government bonds 89,931 — 89,931 Foreign government bonds 4,448 4,864 9,312 Certificate of deposit 61,006 21,024 82,030 Money market funds 90,766 — 90,766 Total $ 993,429 $ 190,952 $ 1,184,381 Fair Value Measurement The Company classifies cash equivalents, short-term investments and long-term investments within Level 1 or Level 2 in the fair value hierarchy because the Company uses quoted market prices or alternative pricing sources and models utilizing observable market inputs to determine their fair value. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices that are observable but do not qualify as a Level 1 quoted price, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and Level 3 - Unobservable inputs that are supported by little or no market activity, which require the Company to develop its own assumptions. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying value of the Company’s accounts receivable, accounts payable and accrued liabilities approximates their fair value due to the short-term nature of these instruments. The Company bases the fair value of its Level 1 financial instruments, which are in active markets, using quoted market prices for identical instruments. The Company obtains the fair value of its Level 2 financial instruments, which are not in active markets, from a third-party professional pricing service using quoted market prices for identical or comparable instruments, rather than direct observations of quoted prices in active markets. The Company’s professional pricing service gathers observable inputs for all of its fixed income securities from a variety of industry data providers (e.g. large custodial institutions) and other third-party sources. Once the observable inputs are gathered, all data points are considered and an average price is determined. The Company validates the quoted market prices provided by its primary pricing service by comparing their assessment of the fair values of our Level 2 investment portfolio balance against the fair values of its Level 2 investment portfolio balance provided by its investment managers. The Company’s investment managers use similar techniques to its professional pricing service to derive pricing as described above. The Company did not have any Level 3 financial assets or liabilities as of July 31, 2018 , or 2017 . Available-for-sale investments The following tables summarize the Company’s available-for-sale investments measured at fair value on a recurring basis, by level within the fair value hierarchy: July 31, 2018 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Commercial paper $ — $ 269,654 $ — $ 269,654 Corporate bonds — 3,001 — 3,001 Money market funds 90,766 — — 90,766 Total Cash equivalents 90,766 272,655 — 363,421 Short-term investments: U.S. Government agency securities — 1,999 — 1,999 Commercial paper — 195,376 — 195,376 U.S. Government bonds — 89,931 — 89,931 Foreign government bonds — 4,448 — 4,448 Corporate bonds — 277,248 — 277,248 Certificate of deposit — 61,006 — 61,006 Total Short-term investments — 630,008 — 630,008 Long-term investments: U.S. Government agency securities — 6,974 — 6,974 Certificate of deposit — 21,024 — 21,024 Corporate bonds — 151,291 — 151,291 Commercial paper — 6,799 — 6,799 Foreign government bonds — 4,864 — 4,864 Total Long-term investments — 190,952 — 190,952 Total $ 90,766 $ 1,093,615 $ — $ 1,184,381 July 31, 2017 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Commercial paper $ — $ 98,174 $ — $ 98,174 Money market funds 96,313 — — 96,313 Total Cash equivalents 96,313 98,174 — 194,487 Short-term investments: U.S. Government agency securities — 20,583 — 20,583 Commercial paper — 49,165 — 49,165 U. S. Government bonds — 47,105 — 47,105 Foreign government bonds — — — — Corporate bonds — 170,654 — 170,654 Certificate of deposit — 22,520 — 22,520 Total Short-term investments — 310,027 — 310,027 Long-term investments: U.S. Government agency securities — 2,013 — 2,013 Certificate of deposit — 5,007 — 5,007 Corporate bonds — 87,691 — 87,691 U.S. Government bonds — 19,874 — 19,874 Foreign government bonds — — — — Total Long-term investments — 114,585 — 114,585 Total $ 96,313 $ 522,786 $ — $ 619,099 Convertible Senior Notes The carrying value of the Convertible Senior Notes was $310.5 million before consideration of issuance costs, which approximates their fair value at July 31, 2018. In accounting for the issuance of the notes, the Company separated the notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the notes as a whole. The Company estimates the fair value of the Convertible Senior Notes using commonly accepted valuation methodologies and market-based risk measurements that are indirectly observable, such as credit risk (Level 2). The Company carries the Convertible Senior Notes at face value less unamortized debt discount and issuance costs on its consolidated balance sheet, and presents the fair value for required disclosure purposes only. For further information on the Convertible Senior Notes see Note 6. |
Acquisition (Notes)
Acquisition (Notes) | 12 Months Ended |
Jul. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions The Company’s acquisitions during fiscal years 2018 and 2017 were all accounted for as business combinations. U.S. GAAP requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair value of the assets acquired and the liabilities assumed. The Company utilized the discounted cash flow methodology and the profit allocation methodology under the income approach to estimate the fair values of the intangible assets. The acquired intangible assets are amortized over their estimated useful lives. The Company used the cost build-up approach to estimate the fair value of deferred revenue by estimating the costs related to fulfilling the obligation plus an additional markup for an assumed operating margin to reflect the profit a third party would expect to make on the costs incurred. These fair value measurements were based on significant inputs that were not observable in the market and thus represents a Level 3 measurement. The valuation models were based on estimates of future operating projections of the acquired business and rights to sell new products containing the acquired technology as well as judgments on the discount rates used and other variables. The Company developed forecasts based on a number of factors including future revenue and operating cost projections, a discount rate that is representative of the weighted average cost of capital, in addition to royalty and long-term sustainable growth rates based on market analysis. Fiscal Year 2018 Cyence Acquisition On November 1, 2017, the Company completed its acquisition of Cyence, Inc. (“Cyence”) for an aggregate consideration of approximately $260.3 million , including approximately 146.6 million in cash, and equity consideration valued at approximately $113.7 million of newly issued Guidewire common stock and options, net of certain adjustments including a net working capital adjustment (the “Cyence Acquisition”). Through the acquisition, the Company gained a cloud-based data listening and risk analytics technology offering for the property and casualty insurance (“P&C”) industry which enables underwriting new and evolving risks, such as cyber risk. The results of Cyence’s operations have been included in the Company’s results of operations since November 1, 2017, the date of acquisition. As part of the acquisition, the Company assumed certain Cyence compensation agreements, including RSAs and stock options with an estimated fair value of $37.6 million . Based on the service period related to the period prior to the acquisition date, $18.2 million was allocated to the purchase price, and $19.4 million relating to post-acquisition services will be recorded as operating expenses over the remaining requisite service periods. RSAs were valued based on the November 1, 2017 grant date value, and the estimated fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The adjustments reflected herein to determine the purchase consideration are preliminary and may change as the Company finalizes these adjustments during the measurement period based on new information as it becomes available. The measurement period will end no later than October 31, 2018. The preliminary purchase consideration is as follows (in thousands): Cash consideration paid at close $ 146,651 Equity issued to shareholders 102,493 Issuance of replacement awards 11,205 Total preliminary purchase consideration $ 260,349 In conjunction with the preliminary purchase price allocation, the Company determined that Cyence’s separately identifiable intangible assets were developed technology, customer contracts and related relationships, order backlog, and trade names. The valuation method used was in accordance with the Company’s policy, practice, and experience as described above. The valuation models were based on estimates of future operating projections of Cyence and rights to sell new products containing the acquired technology as well as judgments on the discount rates used and other variables. The Company developed forecasts based on a number of factors including future revenue and operating cost projections, a discount rate that is representative of the weighted average cost of capital, in addition to royalty and long-term sustainable growth rates based on a market analysis. The Company amortizes the acquired intangibles over their estimated useful lives as set forth in the table below. The allocation of purchase price is preliminary pending the final valuation of intangible and tangible assets acquired and liabilities assumed, certain acquired deferred tax assets and completion of certain statutory tax filing requirements and is therefore subject to potential future measurement period adjustments. The preliminary allocation of the purchase consideration is as follows: Preliminary Purchase Price Allocation Estimated Useful Lives (in thousands) (in years) Acquired assets, net of assumed liabilities $ 9,620 Developed technology 28,400 5 Customer contracts and related relationships 17,700 5 Order backlog 3,200 2 Trademarks 2,500 7 Goodwill 198,929 Total preliminary purchase consideration $ 260,349 The goodwill of $198.9 million arising from the Cyence Acquisition consists largely of the acquired workforce and the opportunity to expand the Company’s customer base. The goodwill recognized is not expected to be deductible for income tax purposes. Cyence’s post-acquisition results of operations were included in the Company’s results of operations. Since the acquisition date of November 1, 2017 through July 31, 2018 , total revenue and net loss of Cyence was $11.0 million and $20.3 million , respectively. The Company incurred $5.2 million of total acquisition-related costs that were recognized in general and administrative expenses in fiscal year 2018. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the combined results of operations for the Company and Cyence for the fiscal years ended July 31, 2018 and 2017 , after giving effect to the Cyence Acquisition as if it had occurred on August 1, 2016. The unaudited pro forma financial information includes adjustments to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The unaudited pro forma financial information presented includes the business combination accounting effects resulting from the acquisition, including adjustments for the amortization of intangible assets, stock-based compensation, deferred revenue, and transaction costs on August 1, 2016 with a corresponding reduction of these amounts in the period originally recognized. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the Cyence acquisition had been completed on August 1, 2016, nor does it purport to project the results of operations of the combined company in future periods. The unaudited pro forma financial information does not give effect to any anticipated integration costs related to the acquired company. Consequently, actual results will differ from the unaudited pro forma financial information. The unaudited pro forma financial information is as follows (in thousands): Fiscal years ended July 31, 2018 2017 Pro forma revenue $ 665,999 $ 524,102 Pro forma net loss $ (22,618 ) $ (9,891 ) Pro forma net loss per share -- basic and diluted $ (0.29 ) $ (0.13 ) The pro forma revenue and net loss reflects material, nonrecurring adjustments, such as transaction, transition and integration-related charges (including legal, accounting and other professional fees, and retention bonuses) that resulted from the acquisition. Fiscal Year 2017 ISCS Acquisition On February 16, 2017, the Company completed its acquisition of ISCS, Inc., a privately-held company that provides a cloud-based, all-in-one system for policy administration, billing and claims management to P&C insurers (“ISCS Acquisition”). The purchase price of the ISCS Acquisition was $160 million , subject to certain preliminary adjustments including a net working capital adjustment, which resulted in cash consideration paid of $154.9 million . The fair value of all assets acquired and liabilities assumed was finalized in the fiscal quarter ended April 30, 2018. A portion of the consideration has been placed into an escrow account as partial security to satisfy any potential claims, including the indemnification liability for state sales taxes. The ISCS Acquisition is intended to enhance the Company's ability to serve those P&C insurers that prefer a cloud-based, all-in-one platform that offers policy, billing, and claims management functionality. Total acquisition costs of $1.1 million were expensed as incurred, and recorded as general and administrative expenses in the accompanying consolidated statement of operations in fiscal year 2017. The results of ISCS’ operations have been included in the Company’s results of operations since February 16, 2017, the acquisition date. In connection with the ISCS Acquisition, the Company recorded an indemnification asset of $1.6 million , which represents the selling security holders’ obligation under the Agreement and Plan of Merger to indemnify the Company for unpaid state sales taxes. The indemnification asset was recognized on the same basis as the corresponding liability, which is based on its estimated fair value as of the date of acquisition. The ISCS Acquisition was accounted for as a business combination. As part of the purchase price allocation, the Company determined that ISCS’s separately identifiable intangible assets were developed technology, customer contracts and related relationships, and order backlog. The valuation method used was in accordance with the Company’s policy, practice, and experience as described above. The allocation of the purchase consideration was as follows: Total Purchase Price Allocation Estimated Useful Lives (in thousands) (in years) Acquired assets, net of assumed liabilities $ 4,530 Developed technology 43,300 4 Customer contracts and related relationships 7,000 9 Order backlog 3,500 4 Deferred tax assets 171 Goodwill 96,431 Total preliminary purchase price $ 154,932 The goodwill of $96.4 million arising from the ISCS Acquisition consists largely of the acquired workforce, expected synergies and the opportunity to expand the Company’s customer base. The goodwill recognized is expected to be deductible for income tax purposes. FirstBest Acquisition On August 31, 2016, the Company acquired all of the outstanding equity interests of FirstBest Systems, Inc. (the “FirstBest Acquisition”), a privately-held provider of underwriting management systems and related applications for P&C insurers. Total consideration for the FirstBest Acquisition was $37.8 million which included amounts placed into escrow to cover future potential claims. The fair value of all assets acquired and liabilities assumed was finalized in the fiscal quarter ended October 31, 2017. The Company believes that the FirstBest Acquisition will enable the expansion of its insurance platform by providing insurers in the U.S. and Canada writing complex commercial, specialty, and workers’ compensation lines greater support for their risk assessment and decision-making processes. Total acquisition costs of $1.2 million were expensed as incurred and recorded as general and administrative expenses in the accompanying consolidated statement of operations, of which, $0.9 million were expensed as incurred during the year ended July 31, 2017 and $0.3 million were expensed as incurred during the year ended July 31, 2016. The FirstBest Acquisition was accounted for as a business combination. As part of the purchase price allocation, the Company determined that FirstBest’s separately identifiable intangible assets were developed technology, customer contracts and related relationships, and order backlog. The valuation method used was in accordance with the Company’s policy, practice and experience as described above. The allocation of the purchase consideration was as follows: Total Purchase Price Allocation Estimated Useful Lives (in thousands) (in years) Acquired assets, net of assumed liabilities $ 2,518 Developed technology 8,000 5 Customer contracts and related relationships 6,500 9 Order backlog 900 3 Deferred tax assets, net 4,406 Goodwill 15,434 Total purchase price $ 37,758 The goodwill of $15.4 million arising from the acquisition consists largely of the acquired workforce, expected synergies and the opportunity to expand the Company’s customer base. The goodwill recognized is not expected to be deductible for income tax purposes. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Jul. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, net Property and equipment consist of the following: July 31, 2018 July 31, 2017 (in thousands) Computer hardware $ 24,879 $ 21,408 Purchased software 4,664 3,855 Capitalized software development costs 3,978 1,065 Furniture and fixtures 4,217 3,253 Leasehold improvements 10,751 8,251 Total property and equipment 48,489 37,832 Less accumulated depreciation (29,894 ) (23,456 ) Property and equipment, net $ 18,595 $ 14,376 As of July 31, 2018 and 2017 , no property and equipment was pledged as collateral against borrowings. Amortization of leasehold improvements is included in depreciation expense. Depreciation expense was $7.7 million , $6.6 million and $6.5 million for the years ended July 31, 2018 , 2017 and 2016 , respectively. During the third fiscal quarter of fiscal year 2017, the Company began to capitalize software development costs for technology applications that the Company will offer solely as cloud-based subscriptions. The amount capitalized as of July 31, 2018 and 2017 was $ 4.0 million and $1.1 million , respectively, primarily comprised of compensation and related headcount costs for employees who were directly associated with the software development projects. During the fiscal year ended July 31, 2018 , the Company began to amortize the technology applications that were ready for their intended use. The Company recognized approximately $0.4 million in amortization expense in cost of revenue, license and other on the accompanying consolidated statements of operations during the fiscal year ended July 31, 2018 . There was no such amortization during the fiscal years ended July 31, 2017 and 2016 . Other Assets The Company’s other assets of $22.5 million and $20.1 million at July 31, 2018 and 2017 , respectively, include the strategic equity investment in a privately-held company, which was accounted for using the cost method of accounting. Strategic investments are non-marketable equity securities, in which the Company does not have a controlling interest or the ability to exert significant influence. These investments do not have a readily determinable market value. Under the cost method of accounting, the non-marketable securities are carried at cost and are adjusted only for other-than temporary impairments, certain distributions and additional investments. Accordingly, if the Company were to disclose the fair value of the investment, the fair value measurement would be Level 3 in the valuation hierarchy. The Company assesses the investment for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable. As of July 31, 2018 and 2017 , there were no indicators that the strategic equity investment with carrying value of $10.7 million was impaired. Goodwill and Intangible Assets Changes in the carrying amount of goodwill for the periods presented is as follows (in thousands): Goodwill - July 31, 2016 $ 30,080 FirstBest Acquisition 15,434 ISCS Acquisition 96,337 Goodwill - July 31, 2017 $ 141,851 Cyence Acquisition 198,929 Changes in carrying value 97 Goodwill - July 31, 2018 $ 340,877 The Company’s intangible assets are amortized over their estimated useful lives. Intangible assets consist of the following: July 31, 2018 July 31, 2017 Cost Accumulated Amortization Net Book Value Cost Accumulated Amortization Net Book Value (in thousands) Intangible assets: Acquired technology $ 93,600 $ 34,189 59,411 $ 65,200 $ 14,710 $ 50,490 Customer contracts and related relationships 35,700 6,633 29,067 18,000 1,683 16,317 Partner relationships 200 52 148 200 30 170 Trademarks 2,500 268 2,232 — — — Order backlog 8,700 3,904 4,796 5,500 1,162 4,338 Total $ 140,700 $ 45,046 $ 95,654 $ 88,900 $ 17,585 $ 71,315 Amortization expense was $27.5 million , $12.1 million and $2.3 million during the years ended July 31, 2018 , 2017 and 2016 , respectively. The estimated future aggregate amortization expense for existing intangible assets as of July 31, 2018 , based on their current useful lives, is as follows (in thousands): Fiscal year ending July 31, 2019 $ 29,112 2020 26,834 2021 19,965 2022 11,143 2023 3,799 Thereafter 4,801 Total future amortization expense $ 95,654 Allowance for Doubtful Accounts Allowance for Doubtful Accounts consists of the following (in thousands): Allowance for Doubtful Accounts as of July 31, 2017 $ — Charges to bad debt and revenue reserves 1,062 Write-offs, net — Allowance for Doubtful Accounts as of July 31, 2018 $ 1,062 Accrued Employee Compensation Accrued employee compensation consists of the following: July 31, 2018 July 31, 2017 (in thousands) Accrued bonuses $ 31,273 $ 26,581 Accrued commission 7,287 5,228 Accrued vacation 13,132 10,873 Accrued salaries, payroll taxes and benefits 8,443 6,200 Total $ 60,135 $ 48,882 Deferred Revenue Deferred revenue, current and non-current, consists of the following: July 31, 2018 July 31, 2017 Deferred revenue, current: (in thousands) Deferred license and other revenue $ 42,235 $ 21,018 Deferred maintenance revenue 52,010 46,562 Deferred services revenue 19,893 23,663 Total deferred revenue, current $ 114,138 $ 91,243 Deferred revenue, non-current 23,758 19,892 Total $ 137,896 $ 111,135 Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss was as follows: Foreign Currency Items Unrealized gain (loss) on available-for-sale securities Total (in thousands) Balance as of July 31, 2016 $ (6,809 ) $ 216 $ (6,593 ) Foreign currency translation adjustments 1,179 (465 ) 714 Unrealized loss on available-for-sale securities — (151 ) (151 ) Tax effect — 234 234 Balance as of July 31, 2017 (5,630 ) (166 ) (5,796 ) Foreign currency translation adjustments (1,567 ) (596 ) (2,163 ) Unrealized loss on available-for-sale securities — (22 ) (22 ) Tax effect — 233 233 Balance as of July 31, 2018 $ (7,197 ) $ (551 ) $ (7,748 ) |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Jul. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company calculates basic earnings per share by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. The diluted earnings 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 and stock awards are considered to be common stock equivalents. The following table sets forth the computation of the Company’s basic and diluted net income per share for the years ended July 31, 2018 , 2017 and 2016 : Fiscal years ended July 31, 2018 2017 2016 (in thousands, except share and per share amounts) Numerator: Net income (loss) $ (19,665 ) $ 21,224 $ 14,976 Net income (loss) per share: Basic $ (0.25 ) $ 0.29 $ 0.21 Diluted $ (0.25 ) $ 0.28 $ 0.20 Denominator: Weighted average shares used in computing net income (loss) per share: Basic 77,709,592 73,994,577 72,026,694 Weighted average effect of dilutive stock options — 544,520 859,855 Weighted average effect of dilutive Stock Awards — 789,246 879,411 Diluted 77,709,592 75,328,343 73,765,960 The following weighted shares outstanding of potential common stock were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive: Fiscal years ended July 31, 2018 2017 2016 Stock options to purchase common stock 597,476 24,128 77,737 Restricted Stock Awards 3,161,157 88,582 22,994 Since the Company has the intent and ability to settle the principal amount of the Convertible Senior Notes in cash and any excess in shares of the Company’s common stock, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $113.75 per share for the Convertible Senior Notes. Since the Convertible Senior Notes were issued, the Company's weighted average common stock price has remained below the conversion price of the Convertible Senior Notes. |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Jul. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes In March 2018, the Company offered and sold $400.0 million aggregate principal amount of its 1.25% Convertible Senior Notes due 2025, including the underwriters’ exercise in full of their option to purchase an additional $40.0 million of the Convertible Senior Notes. The Convertible Senior Notes were issued in accordance with the Indenture, dated as of March 13, 2018, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of March 13, 2018, between the Company and the Trustee (together with the Base Indenture, the “Indenture”). The net proceeds from the issuance of the Convertible Senior Notes were $387.2 million , after deducting issuance costs. The Convertible Senior Notes are unsecured obligations of the Company, and interest is payable semi-annually in arrears at a rate of 1.25% per year, on March 15 and September 15 of each year, beginning on September 15, 2018. The Convertible Senior Notes will mature on March 15, 2025 unless repurchased, redeemed, or converted prior to such date. Prior to the close of business on the business day immediately preceding October 15, 2024, the Convertible Senior Notes are convertible at the option of holders during certain periods, upon satisfaction of certain conditions. On or after October 15, 2024, the Convertible Senior Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Convertible Senior Notes will have an initial conversion rate of 8.7912 shares of common stock per $1,000 principal (equivalent to an initial conversion price of approximately $113.75 per share of its common stock). The conversion rate is subject to customary adjustments upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company may redeem the Convertible Senior Notes, at its option, on or after March 20, 2022, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the 3 trading days immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the notice of redemption was provided. No sinking fund is provided for the Notes. Upon the occurrence of a fundamental change (as defined in the Indenture) prior to the maturity date, holders may require the Company to repurchase all or a portion of the Notes for cash at a price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Senior Notes rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes, and equal in right of payment to any of its indebtedness that is not so subordinated. The Convertible Senior Notes are effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of its current or future subsidiaries. In accounting for the issuance of the Convertible Senior Notes, the Company separated the Convertible Senior Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Convertible Senior Notes as a whole. The excess of the principal amount of the Convertible Senior Notes over its carrying amount is amortized to interest expense using the effective interest method over the term of the Convertible Senior Notes. The equity component of the Convertible Senior Notes is recorded as the difference between the initial proceeds less the fair value of the liability component and will not be remeasured as long as it continues to meet the requirements for equity classification. The equity component is net of issuance costs and recorded as additional paid-in capital in stockholders' equity. The net carrying value of the liability component, unamortized debt discount and issuance costs of the Convertible Senior Notes was as follows: July 31, 2018 (in thousands) Principal $ 400,000 Less: unamortized debt discount and issuance costs Unamortized debt discount 85,343 Debt issuance cost 9,529 Net carrying amount $ 305,128 The following table sets forth the interest expense recognized related to the Convertible Senior Notes: Fiscal Year Ended July 31, 2018 (in thousands) Contractual interest expense $ 1,903 Amortization of debt discount 4,134 Amortization of debt issuance costs 378 Total $ 6,415 Effective interest rate of the liability component 5.53 % Capped Call The Company paid $37.2 million to purchase capped calls with certain financial institutions pursuant to capped call confirmations (the “Capped Calls”). The Capped Calls have an initial strike price of $113.75 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have initial cap prices of $153.13 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, 3.5 million shares of common stock. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price under the Convertible Senior Notes. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, tender offer, and a nationalization, insolvency, or delisting involving the Company. Additionally, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including change in law, insolvency filing, and hedging disruptions. The Capped Calls were recorded as a reduction of the Company’s additional paid-in capital in the accompanying condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company’s contractual obligations and commitments as of July 31, 2018 are as follows: Lease Obligations (1) Royalty Obligations (2) Purchase Commitments (3) Long-Term Debt (4) Total Fiscal Year Ending July 31, (in thousands) 2019 $ 10,718 $ 1,761 $ 60,298 $ 5,028 $ 77,805 2020 10,713 698 8,181 5,000 24,592 2021 14,615 101 1,368 5,000 21,084 2022 13,295 — 253 5,000 18,548 2023 12,507 — — 5,000 17,507 2024 and thereafter 85,156 — — 410,000 495,156 Total $ 147,004 $ 2,560 $ 70,100 $ 435,028 $ 654,692 (1) Operating lease agreements primarily represent our obligations to make payments under our non-cancellable lease agreements for our corporate headquarters and worldwide offices through 2028. (2) Royalty obligations primarily represent our obligations under our non-cancellable agreements related to software used in certain revenue-generating agreements. (3) Purchase commitments consist of agreements to purchase services, entered into in the ordinary course of business. These represent commitments for which a penalty could be imposed if the agreement was canceled for any reason other than an event of default as described by the agreement. (4) Long-term debt consists of principal and interest payments on the Company’s Convertible Senior Notes. The $400 million in principal will be due in March 2025. Leases The Company leases certain facilities and equipment under operating leases. Lease expense for all worldwide facilities and equipment, which is being recognized on a straight-line basis over terms of the various leases, was $8.7 million , $6.8 million and $5.7 million during the years ended July 31, 2018 , 2017 , and 2016 , respectively. In December 2017, the Company entered into a new lease agreement for its future headquarters facility. The lease term is expected to commence on December 1, 2018, for a period of 10.5 years . Total payments committed under the lease are $126.7 million . In connection with this lease agreement, the Company also entered into an irrevocable stand-by letter of credit to guarantee the $1.8 million security deposit. Legal Proceedings From time to time, the Company is involved in various legal proceedings and receives claims, arising from the normal course of business activities. The Company has determined that no provision for liability nor disclosure is required related to any claim against the Company because: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. Accordingly, the Company has not recorded any accrual for claims as of July 31, 2018 and 2017. The Company expenses legal fees in the period in which they are incurred. Indemnification The Company sells software licenses and services to its customers under contracts (“Software License”). Each Software License contains the terms of the contractual arrangement with the customer and generally includes certain provisions for defending the customer against any claims that the Company’s software infringes upon a patent, copyright, trademark, or other proprietary right of a third-party. Software Licenses also indemnify the customer against losses, expenses, and liabilities from damages that may be assessed against the customer in the event the Company’s software is found to infringe upon such third-party rights. The Company has not had to reimburse any of its customers for losses related to indemnification provisions and no material claims against the Company were outstanding as of July 31, 2018 and 2017 . For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases under various Software Licenses, the Company cannot estimate the amount of potential future payments, if any, related to indemnification provisions. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of these persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-based Compensation | 12 Months Ended |
Jul. 31, 2018 | |
Stockholders' Equity and Stock-based Compensation [Abstract] | |
Stockholders' Equity and Stock-based Compensation | Stockholders’ Equity and Stock-Based Compensation Equity Incentive Plans On September 14, 2011, the Company’s Board of Directors adopted the 2011 Stock Plan (“2011 Plan”) for the purpose of granting equity-based incentive awards as compensation tools to motivate the Company’s workforce. The Company had initially reserved 7,500,000 shares of its common stock for the issuance of awards under the 2011 Plan. The 2011 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2013, by up to 5% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31. This number is subject to adjustment in the event of a stock split, stock dividend or other defined changes in the Company’s capitalization. In addition, the Company has equity awards outstanding from its other equity incentive plans, the 2006 Stock Plan, the 2009 Stock Plan and the 2010 Restricted Stock Unit Plan, which were discontinued for the purposes of making new grants upon the adoption of the 2011 Plan. The Company requires that employees sell a portion of the shares that they receive upon the vesting of RSUs in order to cover any required withholding taxes (“sell-to-cover”). Stock-Based Compensation Expense Stock-based compensation cost related to Stock Awards and stock options is included in the Company’s consolidated statements of operations as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Total stock-based compensation $ 89,176 $ 72,695 $ 66,409 Net impact of deferred stock-based compensation 438 (901 ) (278 ) Total stock-based compensation expense $ 89,614 $ 71,794 $ 66,131 Stock-based compensation expense was charged to the following categories: Cost of license and other revenue $ 1,002 $ 373 $ 433 Cost of maintenance revenue 1,886 1,694 1,491 Cost of services revenue 21,856 18,622 17,878 Research and development 25,440 18,123 15,555 Sales and marketing 18,387 16,663 15,090 General and administrative 21,043 16,319 15,684 Total stock-based compensation expense 89,614 71,794 66,131 Tax benefit from stock-based compensation 24,481 23,014 20,092 Total stock-based compensation expense, net of tax effect $ 65,133 $ 48,780 $ 46,039 As of July 31, 2018 , total unrecognized stock-based compensation cost for our options and Stock Awards was as follows: Unrecognized Expense Weighted Average Expected Recognition Period (in thousands) (in years) Stock Options $ 5,832 2.2 Stock Awards 152,037 2.2 $ 157,869 Stock Awards A summary of the Company’s Stock Awards activity under the Company’s equity incentive plans is as follows: Stock Awards Outstanding Number of Stock Awards Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (1) (in thousands) Balance as of July 31, 2015 2,882,674 $ 42.65 $ 170,222 Granted 1,586,192 54.99 Released (1,408,746 ) 41.21 $ 78,763 Canceled (332,396 ) 46.71 Balance as of July 31, 2016 2,727,724 50.08 $ 167,673 Granted 1,542,235 61.22 Released (1,372,770 ) 49.38 $ 81,427 Canceled (263,104 ) 53.53 Balance as of July 31, 2017 2,634,085 56.62 $ 190,076 Granted 1,814,084 79.65 Released (1,260,758 ) 56.92 $ 103,957 Canceled (255,256 ) 63.66 Balance as of July 31, 2018 2,932,155 $ 69.43 $ 252,752 Expected to vest as of July 31, 2018 2,932,155 $ 69.43 $ 252,752 (1) Aggregate intrinsic value at each fiscal year end represents the total market value of Stock Awards at the Company’s closing stock price of $86.20 , $72.16 and $61.47 on July 31, 2018 , 2017 and 2016 , respectively. Aggregate intrinsic value for released Stock Awards represents the total market value of released Stock Awards at date of release. Certain executives and employees of the Company received PSUs and TSR PSUs in addition to RSUs. The PSUs included performance-based conditions and vest over a four -year period. The TSR PSUs are subject to total shareholder return rankings relative to the software companies in the S&P Index for a specified performance period or specified performance periods, and vest at the end of three years. In select cases, certain TSR PSUs are also subject to performance-based conditions. RSAs are issued and outstanding upon grant; however, vesting is based on continued employment. The weighted average grant date fair value is based on the market value of our common stock on the date of grant. The Company recognized stock-based compensation of $19.1 million , $9.4 million and $6.9 million that were related to these performance-based and market-based stock awards in fiscal years 2018 , 2017 and 2016 , respectively. Stock Options Stock option activity under the Company’s equity incentive plans is as follows: Number of Stock Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (1) (in years) (in thousands) Balance as of July 31, 2015 1,822,062 $ 14.29 4.9 $ 81,548 Granted 10,000 54.00 Exercised (652,832 ) 12.01 $ 29,186 Canceled (20,658 ) 40.86 Balance as of July 31, 2016 1,158,572 15.45 4.0 $ 53,316 Granted — — Exercised (594,936 ) 9.35 $ 30,636 Canceled (8,000 ) 2.74 Balance as of July 31, 2017 555,636 22.17 4.0 $ 27,777 Granted (2) 137,057 10.23 Exercised (150,924 ) 13.32 $ 10,710 Canceled (4,705 ) 40.05 Balance as of July 31, 2018 537,064 $ 21.45 4.3 $ 34,774 Vested and expected to vest as of July 31, 2018 537,064 $ 21.45 4.3 $ 34,774 Exercisable as of July 31, 2018 443,782 $ 23.04 3.5 $ 28,028 (1) Aggregate intrinsic value at each fiscal year end represents the difference between the Company’s closing stock price of $86.20 , $72.16 and $61.47 on July 31, 2018 , 2017 and 2016 and the exercise price of the option, respectively. Aggregate intrinsic value for exercised options represents the difference between the Company’s stock price at date of exercise and the exercise price. (2) Represents options assumed through the Cyence acquisition on November 1, 2017. Valuation of Awards TSR PSUs The fair values of the TSR PSUs were estimated at the grant date using Monte Carlo simulation model which included the following assumptions: Fiscal years ended July 31, 2018 2017 2016 Expected term (in years) 2.88 2.66 - 2.88 * Risk-free interest rate 1.44% 0.89% - 1.34% * Expected volatility of the Company 28% 30.2% - 31.5% * Average expected volatility of the peer companies in the S&P Index 34.7% 36.9% - 37.0% * Expected dividend yield —% —% * * There were no TSR PSUs granted during the fiscal year ended July 31, 2016. The number of TSR PSUs that may ultimately vest will vary based on the relative performance of the Company’s total shareholder return rankings relative to the software companies in the S&P Index for a specified performance period or periods. The Monte Carlo methodology incorporates into the valuation all possible outcomes, including that the Company’s relative performance may result in no shares vesting. As a result, stock-based compensation expense is recognized regardless of the ultimate achievement of the plan’s performance metrics. The expense will be reversed only in the event that a grantee is terminated prior to satisfying the requisite service period. For a subset of TSR PSUs, the number of shares that may ultimately vest will vary based on the achievement of certain Company specific financial performance metrics in addition to the Company’s total shareholder return condition noted above. As a result, the expense recognized will fluctuate based on the Company’s estimated financial performance relative to the target financial performance metrics. Stock Options The per share fair value of each stock option was determined using the Black-Scholes option-pricing model with the following assumptions: Fiscal years ended July 31, 2018 2017 2016 Expected life (in years) 1.27 * 4.9 Risk-free interest rate 1.48% * 1.5% Expected volatility 24.12% * 38.8% Expected dividend yield —% * —% Weighted average fair value of options granted $67.90 * $19.18 * There were no options granted during the fiscal year ended July 31, 2017. Common Stock Reserved for Issuance As of July 31, 2018 and 2017 , the Company was authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share and, of these, 80,611,698 and 75,007,625 shares of common stock were issued and outstanding, respectively. As of July 31, 2018 and 2017, the Company had reserved shares of common stock for future issuance as follows: July 31, 2018 July 31, 2017 Exercise of stock options to purchase common stock 537,064 555,636 Vesting of restricted stock units 2,932,155 2,634,085 Shares available for grant under stock plans 21,592,494 18,453,674 Total common stock reserved for issuance 25,061,713 21,643,395 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the Tax Act was enacted into law which changed U.S. tax law, including, but not limited to: (1) reducing the U.S. Federal corporate income tax rate from 35% to 21%; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. Federal corporate income taxes on dividends from foreign subsidiaries; (4) capitalizing R&D expenses which are amortized over five to 15 years; and (5) other changes to how foreign and domestic earnings are taxed. As a result of the Company’s fiscal year being a non-calendar year, the lower U.S. statutory Federal income tax rate resulted in a blended U.S. Federal statutory rate of 26.9% for the Company’s fiscal year 2018. For the year ended July 31, 2018, the Company recognized provisional effects from the Tax Act, which include remeasurements of U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse and recorded a net charge of $35.0 million on Federal net deferred tax assets. In addition, as a result of changes in tax law under the Tax Act, the Company recorded a benefit of $6.1 million related to the change of valuation allowance against certain deferred tax assets that are more likely than not to be realized. The Company concluded that no tax will be due related to the one-time transition tax on the deemed repatriation of deferred foreign income. The Tax Act includes a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a base erosion abuse tax measure that taxes certain payments between a U.S. corporation and its foreign subsidiaries. These provisions of the Tax Act will be effective for the Company beginning August 1, 2018. Under U.S. GAAP, the Company can make an accounting policy election to either treat taxes due on the GILTI inclusion as a current period expense or factor such amounts into our measurement of deferred taxes. The Company has elected the current period expense method. The SEC staff issued Staff Accounting Bulletin No. 118 which provides for a measurement period of up to one year after the enactment date of the Tax Act to finalize the related income tax impacts. The Company expects to complete the accounting for the Tax Act during this measurement period. The Company’s income before provision for income taxes for the years ended July 31, 2018 , 2017 and 2016 is as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Domestic $ (5,207 ) $ 26,474 $ 11,209 International 5,225 6,803 9,573 Income before provision for income taxes $ 18 $ 33,277 $ 20,782 The provision for income taxes consisted of the following: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Current: U.S. Federal $ 2,047 $ 7,793 $ 4,936 State 249 1,974 1,006 Foreign 2,203 3,595 4,350 Total current 4,499 13,362 10,292 Deferred: U.S. Federal 16,820 (686 ) (4,867 ) State (1,328 ) (429 ) 631 Foreign (308 ) (194 ) (250 ) Total deferred 15,184 (1,309 ) (4,486 ) Total provision for income taxes $ 19,683 $ 12,053 $ 5,806 Differences between income taxes calculated using the statutory Federal income tax rate of 26.9% in the fiscal year ended July 31, 2018 and 35% in the fiscal years ended July 31, 2017 and 2016 and the provision for income taxes are as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Statutory Federal income tax $ 5 $ 11,647 $ 7,274 State taxes, net of Federal benefit (859 ) 900 1,261 Share-based compensation (8,715 ) 2,517 2,670 Non-deductible officers' compensation 3,229 959 — Foreign income taxed at different rates 1,022 (819 ) (1,190 ) Research tax credits (5,822 ) (2,377 ) (3,827 ) Re-measurement of U.S. deferred taxes 34,979 — — Non-deductible acquisition costs 1,270 270 354 Domestic production activity deduction — (1,514 ) (1,189 ) Permanent differences and others 666 470 453 Change in valuation allowance (6,092 ) — — Total provision for income taxes $ 19,683 $ 12,053 $ 5,806 The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities are as follows: As of July 31, 2018 2017 (in thousands) Accruals and reserves $ 12,129 $ 11,612 Stock-based compensation 7,658 8,519 Deferred revenue 3,688 3,848 Property and equipment 1,268 1,189 Net operating loss carryforwards 53,885 16,720 Tax credits 60,450 11,919 Total deferred tax assets 139,078 53,807 Less valuation allowance 28,310 12,583 Net deferred tax assets 110,768 41,224 Less deferred tax liabilities: Intangible assets 11,461 3,794 Convertible debt 11,567 — Unremitted foreign earnings 258 — Total deferred tax liabilities 23,286 3,794 Deferred tax assets, net 87,482 37,430 Less foreign deferred revenue 69 — Total net deferred tax assets $ 87,413 $ 37,430 The Company adopted ASU 2016-09 effective August 1, 2017 and recorded $85.7 million of deferred tax assets related to excess tax benefits from share-based award activity as of July 31, 2017, which was offset by an increase to the valuation allowance of $0.6 million . As a result of the Company’s convertible note offering in March 2018, the Company recorded a net deferred tax liability (“DTL”) of $11.7 million. The initial DTL was recorded as a reduction to additional paid in capital. The Company considered both positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, historic book profit/loss, prior taxable income/loss, and results of future operations, and determined that a valuation allowance was not required for a significant portion of its deferred tax assets. A valuation allowance of $28.3 million and $12.6 million remained as of July 31, 2018 and 2017 , respectively. The increase of $15.7 million in valuation allowances in the current year relate primarily to net operating losses and income tax credits incurred in certain tax jurisdictions for which no tax benefit was recognized. As of July 31, 2018 , the Company had U. S. Federal, California and other states net operating loss (“NOL”) carryforwards of $207.0 million , $66.2 million , and $105.7 million , respectively. The U. S. Federal and California NOL carryforwards will start to expire in 2027 and 2019 , respectively. As of July 31, 2018, the Company had research and development tax credit (“R&D credit”) carryforwards of the following (in thousands): U.S. Federal $ 33,074 California 28,531 Total R&D credit carryforwards $ 61,605 The U.S. Federal R&D credit will start to expire in 2023 . California R&D tax credits have no expiration. Federal and California laws impose restrictions on the utilization of net operating loss carryforwards and R&D credit carryforwards in the event of a change in ownership of the Company, which constitutes an “ownership change” as defined by Internal Revenue Code Sections 382 and 383. The Company experienced an ownership change in the past that does not materially impact the availability of its net operating losses and tax credits. However, should there be an ownership change in the future, the Company’s ability to utilize existing carryforwards could be substantially restricted. The Company provides U.S. income taxes on the earnings of foreign subsidiaries, unless the subsidiaries’ earnings are considered indefinitely reinvested outside the United States. As of July 31, 2018 , the Company has recorded a provisional estimate for U.S. income taxes on undistributed earnings from foreign subsidiaries of $0.3 million . The Company may repatriate foreign earnings that have been taxed in the United States in the future to the extent that the repatriation is not restricted by local laws or there are no substantial incremental costs associated with such repatriation. Unrecognized Tax Benefits Activity related to unrecognized tax benefits is as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Unrecognized tax benefit - beginning of period $ 9,346 $ 7,687 $ 6,109 Gross increases - prior period tax positions 729 712 177 Gross decreases - prior period tax positions (878 ) (691 ) (216 ) Gross increases - current period tax positions 1,124 1,638 1,617 Unrecognized tax benefit - end of period $ 10,321 $ 9,346 $ 7,687 During the year ended July 31, 2018 , the Company’s unrecognized tax benefits increased by $1.0 million , primarily associated with the Company’s U.S. Federal and California R&D tax credits. As of July 31, 2018 , the Company had unrecognized tax benefits of $5.4 million that, if recognized, would affect the Company’s effective tax rate. An estimate of the range of possible change within the next 12 months cannot be made at this time. The Company or one of its subsidiaries files income taxes in the U.S. Federal jurisdiction and various state and foreign jurisdictions. If the Company utilizes net operating losses or tax credits in future years, the U.S. Federal, state and local, and non-U.S. tax authorities may examine the tax returns covering the period in which the net operating losses and tax credits arose. As a result, the Company’s tax returns in the U.S. and California remain open to examination from fiscal years 2002 through 2018 . As of July 31, 2018 , the Company has no income tax audits in progress in the U.S. or foreign jurisdictions. |
Defined Contributions and Other
Defined Contributions and Other Postretirement Plans | 12 Months Ended |
Jul. 31, 2018 | |
Retirement Benefits [Abstract] | |
Defined Contributions and Other Postretirement Plans | Defined Contribution and Other Post-retirement Plans The Company’s employee savings and retirement plan in the United States is qualified under Section 401(k) of the Internal Revenue Code. Employees on the Company’s U.S. payroll are automatically enrolled when they meet eligibility requirements, unless they decline participation. Upon enrollment employees are provided with tax-deferred salary deductions and various investment options. Employees may contribute up to 60% of their eligible salary up to the statutory prescribed annual limit. The Company matches employees’ contributions up to $5,000 per participant per calendar year. Certain of the Company’s foreign subsidiaries also have defined contribution plans in which a majority of its employees participate and the Company makes matching contributions. The Company’s contributions to its 401(k) and foreign subsidiaries’ plans were $8.7 million , $7.1 million and $5.5 million for the fiscal years ended July 31, 2018 , 2017 and 2016 , respectively. |
Segment Information
Segment Information | 12 Months Ended |
Jul. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates in one segment. The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews separate revenue information for the Company’s license, maintenance and professional services offerings, while all other financial information is reviewed on a consolidated basis. All of the Company’s principal operations and decision-making functions are located in the United States. Revenue by country and region based on the billing address of the customer is as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) United States $ 416,961 $ 301,155 $ 230,935 Canada 45,591 50,981 44,717 Other Americas 20,571 19,447 18,114 Total Americas 483,123 371,583 293,766 United Kingdom 36,653 32,554 34,031 Other EMEA 79,197 48,727 41,914 Total EMEA 115,850 81,281 75,945 Total APAC 62,094 61,420 54,735 Total revenue $ 661,067 $ 514,284 $ 424,446 No country other than those listed above accounted for more than 10% of revenue during the years ended July 31, 2018 , 2017 and 2016 . The Company’s long-lived assets, including goodwill and intangibles, net by geographic region are as follows: July 31, 2018 July 31, 2017 (in thousands) Americas $ 449,588 $ 224,667 EMEA 5,491 2,747 APAC 47 128 Total $ 455,126 $ 227,542 |
The Company and Summary of Si20
The Company and Summary of Significant Accounting Policies and Estimates (Policies) | 12 Months Ended |
Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Company Guidewire Software, Inc., a Delaware corporation, was incorporated on September 20, 2001. Guidewire Software, Inc. together with its subsidiaries (the “Company”) provides a technology platform which consists of three key elements: core transaction processing, data management and analytics, and digital engagement. The Company’s technology platform supports core insurance operations, including underwriting and policy administration, claim management and billing, enables new insights into data that can improve business decision making and supports digital sales, service and claims experiences for policyholders, agents, and other key stakeholders. The Company’s customers are primarily property and casualty insurance carriers. |
Basis of Presentation | Basis of Presentation and Consolidation Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Guidewire Software, Inc. and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Significant items subject to such estimates include, but are not limited to, revenue recognition, the useful lives of property and equipment and intangible assets, allowance for doubtful accounts, valuation allowance for deferred tax assets, stock-based compensation, annual bonus attainment, income tax uncertainties, fair value of convertible senior notes, investments and acquired assets and assumed liabilities including deferred revenue, valuation of goodwill and intangible assets, determination of software development costs to be capitalized, and contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from these estimates. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is their respective local currency. The Company translates all assets and liabilities of foreign subsidiaries to U.S. dollars at the current exchange rate as of the applicable balance sheet date. Revenue and expenses are translated at the average exchange rate prevailing during the period in which the transactions occur. The effects of foreign currency translations are recorded in accumulated other comprehensive income/loss as a separate component of stockholders’ equity in the accompanying consolidated statements of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are recorded as other income (expense) in the consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with remaining maturities of 90 days or less at the date of purchase. Cash equivalents primarily consist of commercial paper and money market funds. |
Investments | Investments Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. All investments are classified as available-for-sale. The Company classifies investments as short-term when they have remaining contractual maturities of one year or less from the balance sheet date, and as long-term when the investments have remaining contractual maturities of more than one year from the balance sheet date. All investments are recorded at fair value with unrealized holding gains and losses included in accumulated other comprehensive income (loss). |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets. Maintenance and repairs that do not extend the life or improve an asset are expensed in the period incurred. The estimated useful lives of property and equipment are as follows: Computer hardware 3 years Purchased software 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of the lease term or estimated useful life |
Software Development Costs | Software Development Costs For qualifying costs incurred for computer software developed for internal use, the Company begins to capitalize its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. These capitalized costs are amortized to expense over the estimated useful lives of the related assets, generally estimated to be three years. Costs incurred prior to meeting these capitalization criteria and costs incurred for training and maintenance are expensed as incurred and recorded in research and development expense on the Company’s consolidated statements of operations. Capitalized software development costs are recorded in property and equipment on the Company’s consolidated balance sheets. |
Business Combinations | Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and subject to refinement and, as a result, actual results may differ from estimates. During the measurement period, which may be up to one year from the acquisition date, if new information is obtained about facts and circumstances that existed as of the acquisition date, the Company may record adjustments to the fair value of these assets and liabilities, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired and liabilities assumed, whichever comes first, subsequent adjustments, if any, are recorded to the Company’s consolidated statements of operations. |
Impairment of Long-Lived Assets, Intangible Assets and Goodwill | Impairment of Long-Lived Assets, Intangible Assets and Goodwill The Company evaluates its long-lived assets, consisting of property and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate that the carrying amount of certain assets may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying value of the assets over the estimated fair value of the assets. The Company has not written down any of its long-lived assets as a result of impairment during any of the periods presented. The Company tests goodwill for impairment annually, during the fourth quarter of each fiscal year, and in the interim whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. In performing the qualitative assessment, the Company considers events and circumstances, including but not limited to, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit’s net assets and changes in the price of the Company’s common stock. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the Company’s single reporting unit is greater than its carrying amount, then the two-step goodwill impairment test is not performed. There have been no goodwill impairments during any of the periods presented. |
Convertible Senior Notes | Convertible Senior Notes In March 2018, the Company issued $400.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2025. The Company accounts for the liability and equity components of the issued Convertible Senior Notes separately. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the Convertible Senior Notes as a whole. This difference represents a debt discount that is amortized to interest expense using the effective interest method over the term of the Convertible Senior Notes. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The equity component of the Convertible Senior Notes is recorded as the difference between the initial proceeds less the fair value of the liability component and will not be remeasured as long as it continues to meet the requirements for equity classification. The equity component is net of issuance costs and recorded in additional paid in capital. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, investments and accounts receivable. The Company maintains its cash, cash equivalents and investments with high quality financial institutions. The Company is exposed to credit risk for cash held in financial institutions in the event of a default to the extent that such amounts recorded on the balance sheet are in excess of amounts that are insured by the Federal Deposit Insurance Corporation (“FDIC”). No customer individually accounted for 10% or more of the Company’s revenue for the years ended July 31, 2018 , 2017 and 2016 . As of July 31, 2018 , no customer accounted for 10% or more of the Company’s total accounts receivable. As of July 31, 2017 , one customer individually accounted for 11% of the Company’s total accounts receivable. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amounts and do not bear interest. The Company does not require collateral, performs ongoing credit evaluations of its customers and provides for expected losses. The Company maintains an allowance for doubtful accounts based upon the expected collectability of its accounts receivable. The expectation of collectability is based on historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with delinquent accounts. |
Revenue Recognition | Revenue Recognition The Company enters into arrangements to deliver multiple products or services (multiple-elements). For a substantial majority of its sales, the Company applies software revenue recognition rules and allocates the total revenue among elements based on vendor-specific objective evidence (“VSOE”) of the fair value of each element. The Company recognizes revenue on a net basis excluding indirect taxes, such as sales tax and value added tax, collected from customers and remitted to government authorities. Revenue is derived from three sources: (i) License fees, related to term (or time-based) licenses, cloud-based subscriptions (also referred to as “subscriptions”), and perpetual software licenses; (ii) Maintenance fees associated with term or perpetual licenses relate to email and phone support, bug fixes and unspecified software updates, and upgrades released when, and if, available during the maintenance term; and (iii) Services fees from professional services relate to implementation of the Company’s software, reimbursable travel, and training provided to our customers. Revenue is recognized when all of the following criteria are met: • Persuasive evidence of an arrangement exists. Evidence of an arrangement consists of a written contract signed by both the customer and management prior to the end of the period. • Delivery or performance has occurred . The Company’s software is delivered electronically to the customer. Delivery is considered to have occurred when the Company provides the customer access to the software along with login credentials. • Fees are fixed or determinable. The Company assesses whether a fee is fixed or determinable at the outset of the arrangement, primarily based on the payment terms associated with the transaction. Fees from term licenses are invoiced in advance in annual or quarterly installments over the term of the agreement beginning on the effective date of the license and represent extended payment terms. A significant majority are invoiced annually. As a result, term license fees are not considered to be fixed and determinable until they become due or payment is received. Perpetual license fees are generally due between 30 and 60 days from delivery of software. We offer extended payment terms in limited cases. • Collectability is probable or reasonably assured. Collectability is assessed on a customer-by-customer basis, based primarily on creditworthiness as determined by credit checks and analysis, as well as customer payment history. Payment terms generally range from 30 to 90 days from invoice date. If it is determined prior to revenue recognition that collection of an arrangement fee is not probable, revenue is deferred until collection becomes probable or reasonably assured, or cash is collected, assuming all other revenue recognition criteria are satisfied. VSOE of fair value does not exist for the Company’s software licenses; therefore, the Company allocates revenue to software licenses using the residual method. Under the residual method, the amount recognized for license fees is the difference between the total fixed and determinable fees and the VSOE of fair value for the undelivered elements under the arrangement. The VSOE of fair value for elements of an arrangement is based upon the normal pricing and discounting practices for those elements when sold separately. VSOE of fair value for maintenance is established using the stated maintenance renewal rate in the customer’s contract. For term licenses with duration of one year or less, no VSOE of fair value for maintenance exists. VSOE of fair value for services is established if a substantial majority of historical stand-alone selling prices for a service fall within a reasonably narrow price range. If the undelivered elements are all service elements and VSOE of fair value does not exist for one or more service element, the total arrangement fee is recognized ratably over the longest service period starting at software delivery, assuming all the related services have been made available to the customer. The Company’s subscriptions are recognized ratably over the term of the arrangement typically upon provisioning the products. As noted above, the Company generally invoices fees for licenses and maintenance to its customers in annual or, in certain cases, quarterly installments payable in advance. The fees related to maintenance are recognized over the period the maintenance is provided. Substantially all of the Company’s professional services engagements are billed on a time and materials basis and are typically not considered essential to the functionality of the software. The related revenue and costs are recognized in the period incurred. In select situations, the Company will contract our professional services on a fixed fee basis, where we generally recognize services revenue on a proportional performance basis as the performance obligations are completed. When professional services are sold with a license arrangement the Company evaluates whether those services are essential to the functionality of the software. In the limited cases where professional services are deemed to be essential to the functionality of the software and separate accounting for the services is not permitted, the arrangement is accounted for using contract accounting until the essential services are complete. Deferred revenue represent amounts, which are billed to or collected from creditworthy customers for which one or more of the revenue recognition criteria have not been met. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancellable arrangements. |
Deferred Revenues | Deferred revenue represent amounts, which are billed to or collected from creditworthy customers for which one or more of the revenue recognition criteria have not been met. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancellable arrangements. |
Sales Commissions | Sales Commissions Sales commissions are recognized as an expense when earned by the sales representative, generally occurring at the time the customer order is signed. Substantially all of the effort by the sales force is expended through the time of closing the sale, with limited to no involvement thereafter. |
Warranties | Warranties The Company generally provides a warranty for its software products and services to its customers for periods ranging from 3 to 12 months . The Company’s software products are generally warranted to be free of defects in materials and workmanship under normal use and to substantially perform as described in published documentation. The Company’s services are generally warranted to be performed in a professional manner and to materially conform to the specifications set forth in the related customer contract. In the event there is a failure of such warranties, the Company generally will correct the problem or provide a reasonable workaround or replacement product. If the Company cannot correct the problem or provide a workaround or replacement product, then the customer’s remedy is generally limited to refund of the fees paid for the nonconforming product or services. Warranty expense has been insignificant to date. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and amounts incurred were not material during the years ended July 31, 2018 , 2017 and 2016 . |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method, which requires the Company to measure the stock-based compensation based on the grant-date fair value of the awards and recognize the compensation expense over the requisite service period. The Company recognizes compensation expense net of actual forfeitures. To date, the Company has granted or assumed stock options, restricted stock awards (“RSAs”), time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and restricted stock units that may be earned subject to the Company’s total shareholder return ranking relative to the software companies in the S&P Software and Services Select Industry Index (“S&P Index”) for a specified performance period or specified performance periods, service periods, and in select cases, subject to certain performance conditions (“TSR PSUs”). RSAs, RSUs, PSUs, and TSR PSUs are collectively referred to as “Stock Awards”. The fair value of the Company’s RSAs, RSUs and PSUs equal the market value of the Company’s common stock on the date of grant. These awards are subject to time-based vesting, which generally occurs over a period of four years . The Company recognizes compensation expense for awards which contain only service conditions on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Company recognizes the compensation cost for awards that contain either a performance condition, market conditions, or both using the graded vesting method. The fair value of the Company’s Stock Options and TSR PSUs are estimated at the grant date using the Black-Scholes model and Monte Carlo simulation method, respectively. The assumptions utilized in this simulation require judgments and estimates. Changes in these inputs and assumptions could affect the measurement of the estimated fair value and the related compensation expense related to these stock options and stock awards. Compensation expense associated with these TSR PSUs will be recognized over the vesting period regardless of whether the market condition is ultimately satisfied; however, the expense will be reversed if a grantee terminates prior to satisfying the requisite service period. For TSR PSUs containing an additional performance condition, a portion of the expense may fluctuate depending on the achievement of the performance conditions. All TSR PSUs will vest at the end of a three -year period. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement carrying amounts and tax basis of existing assets and liabilities by using enacted tax rates in effect for the year in which the difference is expected to reverse. All deferred tax assets and liabilities are classified as non-current on the consolidated balance sheets. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded when it is more likely than not that some portion or all of such deferred tax assets will not be realized and is based on the positive and negative evidence about the future including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The effective tax rate in any given financial statement period may differ materially from the statutory rate. These differences may be caused by changes in tax regulations and resulting changes in the deferred tax valuation allowance, changes in the mix and level of income or losses, changes in the expected outcome of tax audits, as well as permanent differences for stock-based compensation, including excess tax benefits, research and development credits, the tax rate differences between the United States and foreign countries, foreign withholding taxes, certain non-deductible expenses including executive compensation, and acquisition-related expenses. The Company records interest and penalties related to unrecognized tax benefits as income tax expense in its consolidated statement of operations. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Compensation, Stock Compensation (ASC 718): Improvements on Employee Share-Based Payment Accounting In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation, Stock Compensation (ASC 718): Improvements on Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted ASU 2016-09 on August 1, 2017. As a result of this adoption, previously unrecognized tax benefits of $85.7 million were recorded as deferred tax assets net of valuation allowance of $0.6 million , on a modified retrospective approach with a net cumulative effect adjustment to opening retained earnings of $85.1 million . The Company elected to account for forfeitures based on actuals, as they occur, and using a modified retrospective transition method, recorded a cumulative-effect adjustment of $1.0 million to decrease the Company’s opening retained earnings balance as of the adoption date. For the year ended July 31, 2018 , the provision for income taxes included tax benefits of $9.1 million related to the tax effects of settled stock-based awards. Recent Accounting Pronouncements Not Yet Adopted Revenue from Contracts with Customers (ASC 606): Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606) (“ASU 2014-09”), which provides guidance for revenue recognition. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU will supersede the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of this standard. As a result, ASU 2014-09 and related amendments will be effective for the Company for its fiscal year beginning August 1, 2018, including interim periods within that fiscal year. The FASB issued ASU No. 2016-08, Principal Versus Agent Consideration (or Reporting Revenue Gross versus Net) in March 2016, ASU No. 2016-10, Identifying Performance Obligations and Licensing in April 2016, and ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients in May 2016. These amendments clarified certain aspects of ASU 2014-09 and have the same effective date as ASU 2014-09. The Company will adopt these ASUs (collectively, ASC 606) on August 1, 2018 under the Modified Retrospective Method. The Company has evaluated the potential impact of ASC 606 on its revenue recognition policy and practices and has concluded that ASC 606 will impact the pattern of its revenue recognition associated with its software licenses and, to a lesser extent, cloud-based subscriptions. The Company’s term licenses require payments to be made annually or quarterly in advance and are subject to extended payment terms. Currently under ASC 605, revenue associated with term software licenses is recognized in the earlier of the period in which the payments are due or are actually made. Under ASC 606, the Company will be required to recognize term license revenue associated with such payments not when they are made or due, but when control of the software license is transferred to the customer, which occurs at or near the time a contract with a customer is executed. As a result, under ASC 606, contractually obligated payments allocated to the software license under a term license that the Company reasonably expects to collect would be recognized upon delivery. In conjunction with its evaluation of this new standard, the Company began revising its contracting practices and amending existing agreements with certain customers primarily by shortening the initial, non-refundable term of its licenses. Since fiscal year 2017, a majority of new term license contracts have a two-year initial term with subsequent one-year auto renewal options. The Company currently anticipates that the impact of ASC 606 on its cloud-based subscriptions, will be more limited than for term license arrangements and will impact, primarily, those cloud-based subscriptions that contractually provide for increasing annual subscription payments during the term of the arrangement. Under ASC 606, revenue on these types of cloud-based arrangements will be recognized ratably throughout the committed term. While the Company is still evaluating the impact of the change to the timing of revenue recognition, the Company expects to have a balance sheet impact at the date of adoption of approximately $29 million to $39 million recorded as a reduction primarily to deferred revenue and an increase to un-billed contract revenue. Another significant provision under ASC 606 includes the capitalization and amortization of costs associated with obtaining a contract, most significantly sales commissions. The amortization period for the Company's deferred costs will be recognized over the estimated period of benefit, which is estimated to be five years. The Company expects there to be a balance sheet impact at the date of adoption recognizing the deferred sales commission capitalization costs of approximately $11 million to $17 million . We will continue to monitor additional changes, modifications, clarifications or interpretations of ASC 606, which may impact current expectations. Leases (ASC 842): Accounting for Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842) (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard will be effective for the Company beginning August 1, 2019. While the Company is currently evaluating the impact this update will have on its consolidated financial statements, it expects ASU 2016-02 to have a significant impact on recorded assets and liabilities. Financial Instruments (ASC 825): Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the FASB issued ASU 2016-01, Financial Instruments (ASC 825) (“ASU 2016-01”), which impacts certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Under ASU 2016-01, unconsolidated non-equity method investments shall be measured at fair value. If such investments do not have a readily determinable fair value, an election may be made to measure them at cost after considering observable price changes for similar instruments. The standard will be effective for the Company beginning August 1, 2018. The Company does not expect the impact this update will have on its strategic equity investment in a privately-held company to be significant. Other recent accounting pronouncements that are or will be applicable to the Company did not, or are not expected to, have a material impact on the Company’s present or future financial statements. |
Earnings Per Share | The Company calculates basic earnings per share by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. The diluted earnings 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 and stock awards are considered to be common stock equivalents. |
The Company and Summary of Si21
The Company and Summary of Significant Accounting Policies and Estimates (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Estimated useful lives of property and equipment | The estimated useful lives of property and equipment are as follows: Computer hardware 3 years Purchased software 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of the lease term or estimated useful life |
Fair Value of Financial Instr22
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation | Available-for-sale investments within cash equivalents and investments consist of the following: July 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) U.S. Government agency securities $ 9,000 $ — $ (27 ) $ 8,973 Commercial paper 471,966 4 (141 ) 471,829 Corporate bonds 432,234 69 (763 ) 431,540 U.S. Government bonds 89,986 — (55 ) 89,931 Foreign government bonds 9,306 7 (1 ) 9,312 Certificate of deposit 81,985 53 (8 ) 82,030 Money market funds 90,766 — — 90,766 Total $ 1,185,243 $ 133 $ (995 ) $ 1,184,381 July 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value (in thousands) U.S. Government agency securities $ 22,662 $ — $ (66 ) $ 22,596 Commercial paper 147,371 2 (34 ) 147,339 Corporate bonds 258,334 157 (146 ) 258,345 U.S. Government bonds 67,164 — (185 ) 66,979 Certificate of deposit 27,498 29 — 27,527 Money market funds 96,313 — — 96,313 Total $ 619,342 $ 188 $ (431 ) $ 619,099 |
Schedule of Unrealized Loss on Investments | The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses, aggregated by investment category and length of time that individual securities have been in an unrealized loss position: July 31, 2018 Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in thousands) U.S. Government agency securities $ 6,974 $ (24 ) $ 1,999 $ (3 ) $ 8,973 $ (27 ) Commercial paper 144,342 (141 ) — — 144,342 (141 ) Corporate bonds 307,590 (755 ) 13,497 (8 ) 321,087 (763 ) U. S. Government bonds 65,013 (11 ) 19,948 (44 ) 84,961 (55 ) Foreign government bonds 766 (1 ) — — 766 (1 ) Certificate of deposit 23,734 (8 ) — — 23,734 (8 ) Total $ 548,419 $ (940 ) $ 35,444 $ (55 ) $ 583,863 $ (995 ) |
Investments Classified by Contractual Maturity Date | The following table summarizes the contractual maturities of the Company’s available-for-sale investments measured at fair value: July 31, 2018 Less Than 12 Months 12 to 24 Months Total (in thousands) U.S. Government agency securities $ 1,999 $ 6,974 $ 8,973 Commercial paper 465,030 6,799 471,829 Corporate bonds 280,249 151,291 431,540 U.S. Government bonds 89,931 — 89,931 Foreign government bonds 4,448 4,864 9,312 Certificate of deposit 61,006 21,024 82,030 Money market funds 90,766 — 90,766 Total $ 993,429 $ 190,952 $ 1,184,381 |
Company's financial instruments measured at fair value on a recurring basis | The following tables summarize the Company’s available-for-sale investments measured at fair value on a recurring basis, by level within the fair value hierarchy: July 31, 2018 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Commercial paper $ — $ 269,654 $ — $ 269,654 Corporate bonds — 3,001 — 3,001 Money market funds 90,766 — — 90,766 Total Cash equivalents 90,766 272,655 — 363,421 Short-term investments: U.S. Government agency securities — 1,999 — 1,999 Commercial paper — 195,376 — 195,376 U.S. Government bonds — 89,931 — 89,931 Foreign government bonds — 4,448 — 4,448 Corporate bonds — 277,248 — 277,248 Certificate of deposit — 61,006 — 61,006 Total Short-term investments — 630,008 — 630,008 Long-term investments: U.S. Government agency securities — 6,974 — 6,974 Certificate of deposit — 21,024 — 21,024 Corporate bonds — 151,291 — 151,291 Commercial paper — 6,799 — 6,799 Foreign government bonds — 4,864 — 4,864 Total Long-term investments — 190,952 — 190,952 Total $ 90,766 $ 1,093,615 $ — $ 1,184,381 July 31, 2017 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Commercial paper $ — $ 98,174 $ — $ 98,174 Money market funds 96,313 — — 96,313 Total Cash equivalents 96,313 98,174 — 194,487 Short-term investments: U.S. Government agency securities — 20,583 — 20,583 Commercial paper — 49,165 — 49,165 U. S. Government bonds — 47,105 — 47,105 Foreign government bonds — — — — Corporate bonds — 170,654 — 170,654 Certificate of deposit — 22,520 — 22,520 Total Short-term investments — 310,027 — 310,027 Long-term investments: U.S. Government agency securities — 2,013 — 2,013 Certificate of deposit — 5,007 — 5,007 Corporate bonds — 87,691 — 87,691 U.S. Government bonds — 19,874 — 19,874 Foreign government bonds — — — — Total Long-term investments — 114,585 — 114,585 Total $ 96,313 $ 522,786 $ — $ 619,099 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Cyence, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary purchase consideration is as follows (in thousands): Cash consideration paid at close $ 146,651 Equity issued to shareholders 102,493 Issuance of replacement awards 11,205 Total preliminary purchase consideration $ 260,349 The preliminary allocation of the purchase consideration is as follows: Preliminary Purchase Price Allocation Estimated Useful Lives (in thousands) (in years) Acquired assets, net of assumed liabilities $ 9,620 Developed technology 28,400 5 Customer contracts and related relationships 17,700 5 Order backlog 3,200 2 Trademarks 2,500 7 Goodwill 198,929 Total preliminary purchase consideration $ 260,349 |
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information is as follows (in thousands): Fiscal years ended July 31, 2018 2017 Pro forma revenue $ 665,999 $ 524,102 Pro forma net loss $ (22,618 ) $ (9,891 ) Pro forma net loss per share -- basic and diluted $ (0.29 ) $ (0.13 ) |
ISCS [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The allocation of the purchase consideration was as follows: Total Purchase Price Allocation Estimated Useful Lives (in thousands) (in years) Acquired assets, net of assumed liabilities $ 4,530 Developed technology 43,300 4 Customer contracts and related relationships 7,000 9 Order backlog 3,500 4 Deferred tax assets 171 Goodwill 96,431 Total preliminary purchase price $ 154,932 |
FirstBest | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The allocation of the purchase consideration was as follows: Total Purchase Price Allocation Estimated Useful Lives (in thousands) (in years) Acquired assets, net of assumed liabilities $ 2,518 Developed technology 8,000 5 Customer contracts and related relationships 6,500 9 Order backlog 900 3 Deferred tax assets, net 4,406 Goodwill 15,434 Total purchase price $ 37,758 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and equipment | Property and Equipment, net Property and equipment consist of the following: July 31, 2018 July 31, 2017 (in thousands) Computer hardware $ 24,879 $ 21,408 Purchased software 4,664 3,855 Capitalized software development costs 3,978 1,065 Furniture and fixtures 4,217 3,253 Leasehold improvements 10,751 8,251 Total property and equipment 48,489 37,832 Less accumulated depreciation (29,894 ) (23,456 ) Property and equipment, net $ 18,595 $ 14,376 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill for the periods presented is as follows (in thousands): Goodwill - July 31, 2016 $ 30,080 FirstBest Acquisition 15,434 ISCS Acquisition 96,337 Goodwill - July 31, 2017 $ 141,851 Cyence Acquisition 198,929 Changes in carrying value 97 Goodwill - July 31, 2018 $ 340,877 The Company’s intangible assets are amortized over their estimated useful lives. Intangible assets consist of the following: July 31, 2018 July 31, 2017 Cost Accumulated Amortization Net Book Value Cost Accumulated Amortization Net Book Value (in thousands) Intangible assets: Acquired technology $ 93,600 $ 34,189 59,411 $ 65,200 $ 14,710 $ 50,490 Customer contracts and related relationships 35,700 6,633 29,067 18,000 1,683 16,317 Partner relationships 200 52 148 200 30 170 Trademarks 2,500 268 2,232 — — — Order backlog 8,700 3,904 4,796 5,500 1,162 4,338 Total $ 140,700 $ 45,046 $ 95,654 $ 88,900 $ 17,585 $ 71,315 |
Future Amortization Expense | The estimated future aggregate amortization expense for existing intangible assets as of July 31, 2018 , based on their current useful lives, is as follows (in thousands): Fiscal year ending July 31, 2019 $ 29,112 2020 26,834 2021 19,965 2022 11,143 2023 3,799 Thereafter 4,801 Total future amortization expense $ 95,654 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts consists of the following (in thousands): Allowance for Doubtful Accounts as of July 31, 2017 $ — Charges to bad debt and revenue reserves 1,062 Write-offs, net — Allowance for Doubtful Accounts as of July 31, 2018 $ 1,062 |
Accrued Employee Compensation | Accrued Employee Compensation Accrued employee compensation consists of the following: July 31, 2018 July 31, 2017 (in thousands) Accrued bonuses $ 31,273 $ 26,581 Accrued commission 7,287 5,228 Accrued vacation 13,132 10,873 Accrued salaries, payroll taxes and benefits 8,443 6,200 Total $ 60,135 $ 48,882 |
Deferred Revenues | Deferred Revenue Deferred revenue, current and non-current, consists of the following: July 31, 2018 July 31, 2017 Deferred revenue, current: (in thousands) Deferred license and other revenue $ 42,235 $ 21,018 Deferred maintenance revenue 52,010 46,562 Deferred services revenue 19,893 23,663 Total deferred revenue, current $ 114,138 $ 91,243 Deferred revenue, non-current 23,758 19,892 Total $ 137,896 $ 111,135 |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss was as follows: Foreign Currency Items Unrealized gain (loss) on available-for-sale securities Total (in thousands) Balance as of July 31, 2016 $ (6,809 ) $ 216 $ (6,593 ) Foreign currency translation adjustments 1,179 (465 ) 714 Unrealized loss on available-for-sale securities — (151 ) (151 ) Tax effect — 234 234 Balance as of July 31, 2017 (5,630 ) (166 ) (5,796 ) Foreign currency translation adjustments (1,567 ) (596 ) (2,163 ) Unrealized loss on available-for-sale securities — (22 ) (22 ) Tax effect — 233 233 Balance as of July 31, 2018 $ (7,197 ) $ (551 ) $ (7,748 ) |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Earnings Per Share [Abstract] | |
Company's basic and diluted earnings per share | The following table sets forth the computation of the Company’s basic and diluted net income per share for the years ended July 31, 2018 , 2017 and 2016 : Fiscal years ended July 31, 2018 2017 2016 (in thousands, except share and per share amounts) Numerator: Net income (loss) $ (19,665 ) $ 21,224 $ 14,976 Net income (loss) per share: Basic $ (0.25 ) $ 0.29 $ 0.21 Diluted $ (0.25 ) $ 0.28 $ 0.20 Denominator: Weighted average shares used in computing net income (loss) per share: Basic 77,709,592 73,994,577 72,026,694 Weighted average effect of dilutive stock options — 544,520 859,855 Weighted average effect of dilutive Stock Awards — 789,246 879,411 Diluted 77,709,592 75,328,343 73,765,960 |
Outstanding antidilutive shares of common stock equivalents | The following weighted shares outstanding of potential common stock were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive: Fiscal years ended July 31, 2018 2017 2016 Stock options to purchase common stock 597,476 24,128 77,737 Restricted Stock Awards 3,161,157 88,582 22,994 Since the Company has the intent and ability to settle the principal amount of the Convertible Senior Notes in cash and any excess in shares of the Company’s common stock, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $113.75 per share for the Convertible Senior Notes. Since the Convertible Senior Notes were issued, the Company's weighted average common stock price has remained below the conversion price of the Convertible Senior Notes. |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | The net carrying value of the liability component, unamortized debt discount and issuance costs of the Convertible Senior Notes was as follows: July 31, 2018 (in thousands) Principal $ 400,000 Less: unamortized debt discount and issuance costs Unamortized debt discount 85,343 Debt issuance cost 9,529 Net carrying amount $ 305,128 The following table sets forth the interest expense recognized related to the Convertible Senior Notes: Fiscal Year Ended July 31, 2018 (in thousands) Contractual interest expense $ 1,903 Amortization of debt discount 4,134 Amortization of debt issuance costs 378 Total $ 6,415 Effective interest rate of the liability component 5.53 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future commitments and obligations under the operating leases | The Company’s contractual obligations and commitments as of July 31, 2018 are as follows: Lease Obligations (1) Royalty Obligations (2) Purchase Commitments (3) Long-Term Debt (4) Total Fiscal Year Ending July 31, (in thousands) 2019 $ 10,718 $ 1,761 $ 60,298 $ 5,028 $ 77,805 2020 10,713 698 8,181 5,000 24,592 2021 14,615 101 1,368 5,000 21,084 2022 13,295 — 253 5,000 18,548 2023 12,507 — — 5,000 17,507 2024 and thereafter 85,156 — — 410,000 495,156 Total $ 147,004 $ 2,560 $ 70,100 $ 435,028 $ 654,692 (1) Operating lease agreements primarily represent our obligations to make payments under our non-cancellable lease agreements for our corporate headquarters and worldwide offices through 2028. (2) Royalty obligations primarily represent our obligations under our non-cancellable agreements related to software used in certain revenue-generating agreements. (3) Purchase commitments consist of agreements to purchase services, entered into in the ordinary course of business. These represent commitments for which a penalty could be imposed if the agreement was canceled for any reason other than an event of default as described by the agreement |
Stockholders' Equity and Stoc28
Stockholders' Equity and Stock-based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Stockholders' Equity and Stock-based Compensation [Abstract] | |
Stock-based compensation expense | Stock-based compensation cost related to Stock Awards and stock options is included in the Company’s consolidated statements of operations as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Total stock-based compensation $ 89,176 $ 72,695 $ 66,409 Net impact of deferred stock-based compensation 438 (901 ) (278 ) Total stock-based compensation expense $ 89,614 $ 71,794 $ 66,131 Stock-based compensation expense was charged to the following categories: Cost of license and other revenue $ 1,002 $ 373 $ 433 Cost of maintenance revenue 1,886 1,694 1,491 Cost of services revenue 21,856 18,622 17,878 Research and development 25,440 18,123 15,555 Sales and marketing 18,387 16,663 15,090 General and administrative 21,043 16,319 15,684 Total stock-based compensation expense 89,614 71,794 66,131 Tax benefit from stock-based compensation 24,481 23,014 20,092 Total stock-based compensation expense, net of tax effect $ 65,133 $ 48,780 $ 46,039 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | As of July 31, 2018 , total unrecognized stock-based compensation cost for our options and Stock Awards was as follows: Unrecognized Expense Weighted Average Expected Recognition Period (in thousands) (in years) Stock Options $ 5,832 2.2 Stock Awards 152,037 2.2 $ 157,869 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | A summary of the Company’s Stock Awards activity under the Company’s equity incentive plans is as follows: Stock Awards Outstanding Number of Stock Awards Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (1) (in thousands) Balance as of July 31, 2015 2,882,674 $ 42.65 $ 170,222 Granted 1,586,192 54.99 Released (1,408,746 ) 41.21 $ 78,763 Canceled (332,396 ) 46.71 Balance as of July 31, 2016 2,727,724 50.08 $ 167,673 Granted 1,542,235 61.22 Released (1,372,770 ) 49.38 $ 81,427 Canceled (263,104 ) 53.53 Balance as of July 31, 2017 2,634,085 56.62 $ 190,076 Granted 1,814,084 79.65 Released (1,260,758 ) 56.92 $ 103,957 Canceled (255,256 ) 63.66 Balance as of July 31, 2018 2,932,155 $ 69.43 $ 252,752 Expected to vest as of July 31, 2018 2,932,155 $ 69.43 $ 252,752 (1) Aggregate intrinsic value at each fiscal year end represents the total market value of Stock Awards at the Company’s closing stock price of $86.20 , $72.16 and $61.47 on July 31, 2018 , 2017 and 2016 , respectively. Aggregate intrinsic value for released Stock Awards represents the total market value of released Stock Awards at date of release. |
Schedule of Share-based Compensation, Stock options, Activity | Stock option activity under the Company’s equity incentive plans is as follows: Number of Stock Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (1) (in years) (in thousands) Balance as of July 31, 2015 1,822,062 $ 14.29 4.9 $ 81,548 Granted 10,000 54.00 Exercised (652,832 ) 12.01 $ 29,186 Canceled (20,658 ) 40.86 Balance as of July 31, 2016 1,158,572 15.45 4.0 $ 53,316 Granted — — Exercised (594,936 ) 9.35 $ 30,636 Canceled (8,000 ) 2.74 Balance as of July 31, 2017 555,636 22.17 4.0 $ 27,777 Granted (2) 137,057 10.23 Exercised (150,924 ) 13.32 $ 10,710 Canceled (4,705 ) 40.05 Balance as of July 31, 2018 537,064 $ 21.45 4.3 $ 34,774 Vested and expected to vest as of July 31, 2018 537,064 $ 21.45 4.3 $ 34,774 Exercisable as of July 31, 2018 443,782 $ 23.04 3.5 $ 28,028 (1) Aggregate intrinsic value at each fiscal year end represents the difference between the Company’s closing stock price of $86.20 , $72.16 and $61.47 on July 31, 2018 , 2017 and 2016 and the exercise price of the option, respectively. Aggregate intrinsic value for exercised options represents the difference between the Company’s stock price at date of exercise and the exercise price. (2) Represents options assumed through the Cyence acquisition on November 1, 2017. |
Schedule of Valuation Assumptions Using Monte Carlo Simulation Model | The fair values of the TSR PSUs were estimated at the grant date using Monte Carlo simulation model which included the following assumptions: Fiscal years ended July 31, 2018 2017 2016 Expected term (in years) 2.88 2.66 - 2.88 * Risk-free interest rate 1.44% 0.89% - 1.34% * Expected volatility of the Company 28% 30.2% - 31.5% * Average expected volatility of the peer companies in the S&P Index 34.7% 36.9% - 37.0% * Expected dividend yield —% —% * * There were no TSR PSUs granted during the fiscal year ended July 31, 2016. |
Stock options valuation assumptions | The per share fair value of each stock option was determined using the Black-Scholes option-pricing model with the following assumptions: Fiscal years ended July 31, 2018 2017 2016 Expected life (in years) 1.27 * 4.9 Risk-free interest rate 1.48% * 1.5% Expected volatility 24.12% * 38.8% Expected dividend yield —% * —% Weighted average fair value of options granted $67.90 * $19.18 * There were no options granted during the fiscal year ended July 31, 2017. |
Common Stock Reserved for Issuance | As of July 31, 2018 and 2017 , the Company was authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share and, of these, 80,611,698 and 75,007,625 shares of common stock were issued and outstanding, respectively. As of July 31, 2018 and 2017, the Company had reserved shares of common stock for future issuance as follows: July 31, 2018 July 31, 2017 Exercise of stock options to purchase common stock 537,064 555,636 Vesting of restricted stock units 2,932,155 2,634,085 Shares available for grant under stock plans 21,592,494 18,453,674 Total common stock reserved for issuance 25,061,713 21,643,395 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Company's income (loss) before provision for income taxes | The Company’s income before provision for income taxes for the years ended July 31, 2018 , 2017 and 2016 is as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Domestic $ (5,207 ) $ 26,474 $ 11,209 International 5,225 6,803 9,573 Income before provision for income taxes $ 18 $ 33,277 $ 20,782 |
Schedule of Components of Income Tax Expense | The provision for income taxes consisted of the following: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Current: U.S. Federal $ 2,047 $ 7,793 $ 4,936 State 249 1,974 1,006 Foreign 2,203 3,595 4,350 Total current 4,499 13,362 10,292 Deferred: U.S. Federal 16,820 (686 ) (4,867 ) State (1,328 ) (429 ) 631 Foreign (308 ) (194 ) (250 ) Total deferred 15,184 (1,309 ) (4,486 ) Total provision for income taxes $ 19,683 $ 12,053 $ 5,806 |
Effective Income Tax Rate Reconciliation | Differences between income taxes calculated using the statutory Federal income tax rate of 26.9% in the fiscal year ended July 31, 2018 and 35% in the fiscal years ended July 31, 2017 and 2016 and the provision for income taxes are as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Statutory Federal income tax $ 5 $ 11,647 $ 7,274 State taxes, net of Federal benefit (859 ) 900 1,261 Share-based compensation (8,715 ) 2,517 2,670 Non-deductible officers' compensation 3,229 959 — Foreign income taxed at different rates 1,022 (819 ) (1,190 ) Research tax credits (5,822 ) (2,377 ) (3,827 ) Re-measurement of U.S. deferred taxes 34,979 — — Non-deductible acquisition costs 1,270 270 354 Domestic production activity deduction — (1,514 ) (1,189 ) Permanent differences and others 666 470 453 Change in valuation allowance (6,092 ) — — Total provision for income taxes $ 19,683 $ 12,053 $ 5,806 |
Tax effects of temporary differences | The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities are as follows: As of July 31, 2018 2017 (in thousands) Accruals and reserves $ 12,129 $ 11,612 Stock-based compensation 7,658 8,519 Deferred revenue 3,688 3,848 Property and equipment 1,268 1,189 Net operating loss carryforwards 53,885 16,720 Tax credits 60,450 11,919 Total deferred tax assets 139,078 53,807 Less valuation allowance 28,310 12,583 Net deferred tax assets 110,768 41,224 Less deferred tax liabilities: Intangible assets 11,461 3,794 Convertible debt 11,567 — Unremitted foreign earnings 258 — Total deferred tax liabilities 23,286 3,794 Deferred tax assets, net 87,482 37,430 Less foreign deferred revenue 69 — Total net deferred tax assets $ 87,413 $ 37,430 |
Net operating loss carryforwards | he Company had research and development tax credit (“R&D credit”) carryforwards of the following (in thousands): U.S. Federal $ 33,074 California 28,531 Total R&D credit carryforwards $ 61,605 |
Summary of activity related to unrecognized tax benefits | Activity related to unrecognized tax benefits is as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) Unrecognized tax benefit - beginning of period $ 9,346 $ 7,687 $ 6,109 Gross increases - prior period tax positions 729 712 177 Gross decreases - prior period tax positions (878 ) (691 ) (216 ) Gross increases - current period tax positions 1,124 1,638 1,617 Unrecognized tax benefit - end of period $ 10,321 $ 9,346 $ 7,687 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenues by country | by country and region based on the billing address of the customer is as follows: Fiscal years ended July 31, 2018 2017 2016 (in thousands) United States $ 416,961 $ 301,155 $ 230,935 Canada 45,591 50,981 44,717 Other Americas 20,571 19,447 18,114 Total Americas 483,123 371,583 293,766 United Kingdom 36,653 32,554 34,031 Other EMEA 79,197 48,727 41,914 Total EMEA 115,850 81,281 75,945 Total APAC 62,094 61,420 54,735 Total revenue $ 661,067 $ 514,284 $ 424,446 |
Property and equipment, net by geographic region | The Company’s long-lived assets, including goodwill and intangibles, net by geographic region are as follows: July 31, 2018 July 31, 2017 (in thousands) Americas $ 449,588 $ 224,667 EMEA 5,491 2,747 APAC 47 128 Total $ 455,126 $ 227,542 |
The Company and Summary of Si31
The Company and Summary of Significant Accounting Policies and Estimates (Details Textual) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2018USD ($)$ / sharesshares | Jul. 31, 2018USD ($)customerrevenue_sourceshares | Jul. 31, 2017USD ($)customer | Jul. 31, 2016USD ($)customer | Aug. 01, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Shares issued during period (in shares) | shares | 2,628,571 | 2,628,571 | |||
Shares issued price per share (in dollars per share) | $ / shares | $ 87.50 | ||||
Principal | $ 400,000,000 | ||||
Proceeds from issuance of common stock, net of issuance costs | $ 220,900,000 | 220,948,000 | $ 0 | $ 0 | |
Proceeds from issuance of convertible senior notes, net of issuance costs | 387,200,000 | 387,239,000 | 0 | $ 0 | |
Unrealized excess tax benefits resulting from exercises of stock options | 85,700,000 | ||||
Less valuation allowance | 28,310,000 | 12,583,000 | |||
Increase (decrease) of adoption of new accounting standard | 85,124,000 | $ 1,000,000 | |||
Tax benefit related to stock based awards settled in the period | 9,100,000 | ||||
Goodwill, Intangible Assets and Long Lived Assets Impairment [Abstract] | |||||
Goodwill, Impairment Loss | $ 0 | $ 0 | |||
Concentration of Credit Risk [Abstract] | |||||
Number of customers concentration of credit risk revenues | customer | 0 | 0 | 0 | ||
Number of customers concentration of credit risk receivables | customer | 0 | 1 | |||
Revenue Recognition [Abstract] | |||||
Number of revenue sources | revenue_source | 3 | ||||
Restricted stock units RSUs [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Period of time based vesting | 4 years | ||||
TSR PSUs [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Period of time based vesting | 3 years | ||||
Minimum [Member] | |||||
Revenue Recognition [Abstract] | |||||
Period of general payment term range considered collectability probable for revenue recognition (in days) | 30 days | ||||
Warranties [Abstract] | |||||
Warranty period provided for software products and services (in months) | 3 months | ||||
Maximum [Member] | |||||
Revenue Recognition [Abstract] | |||||
Period of general payment term range considered collectability probable for revenue recognition (in days) | 90 days | ||||
Term license duration (in years) | 1 year | ||||
Warranties [Abstract] | |||||
Warranty period provided for software products and services (in months) | 12 months | ||||
Convertible Senior Notes, 1.250% [Member] | Senior Notes [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Principal | $ 400,000,000 | ||||
Stated interest rate | 1.25% | ||||
Accounting Standards Update 2016-09 [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Less valuation allowance | $ 600,000 | ||||
Accounting Standards Update 2014-09 [Member] | Scenario, Forecast [Member] | Minimum [Member] | Deferred Revenue [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Increase (decrease) of adoption of new accounting standard | (29,000,000) | ||||
Accounting Standards Update 2014-09 [Member] | Scenario, Forecast [Member] | Minimum [Member] | Un-Billed Contract Revenue [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Increase (decrease) of adoption of new accounting standard | 29,000,000 | ||||
Accounting Standards Update 2014-09 [Member] | Scenario, Forecast [Member] | Minimum [Member] | Deferred Sales Commission [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Increase (decrease) of adoption of new accounting standard | 11,000,000 | ||||
Accounting Standards Update 2014-09 [Member] | Scenario, Forecast [Member] | Maximum [Member] | Deferred Revenue [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Increase (decrease) of adoption of new accounting standard | (39,000,000) | ||||
Accounting Standards Update 2014-09 [Member] | Scenario, Forecast [Member] | Maximum [Member] | Un-Billed Contract Revenue [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Increase (decrease) of adoption of new accounting standard | 39,000,000 | ||||
Accounting Standards Update 2014-09 [Member] | Scenario, Forecast [Member] | Maximum [Member] | Deferred Sales Commission [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Increase (decrease) of adoption of new accounting standard | 17,000,000 | ||||
Retained Earnings [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Increase (decrease) of adoption of new accounting standard | 84,115,000 | ||||
Retained Earnings [Member] | Accounting Standards Update 2016-09 [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Increase (decrease) of adoption of new accounting standard | $ 85,100,000 |
The Company and Summary of Si32
The Company and Summary of Significant Accounting Policies and Estimates (Details) | 12 Months Ended |
Jul. 31, 2018 | |
Computer hardware [Member] | |
Estimated useful lives of property and equipment | |
Estimated useful lives of property and equipment (in years) | 3 years |
Purchased Software [Member] | |
Estimated useful lives of property and equipment | |
Estimated useful lives of property and equipment (in years) | 3 years |
Furniture and Fixtures [Member] | |
Estimated useful lives of property and equipment | |
Estimated useful lives of property and equipment (in years) | 3 years |
Leasehold improvements [Member] | |
Estimated useful lives of property and equipment | |
Estimated useful lives of property and equipment | Shorter of the lease term or estimated useful life |
Fair Value of Financial Instr33
Fair Value of Financial Instruments (Details 1) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 1,185,243 | $ 619,342 |
Unrealized Gains | 133 | 188 |
Unrealized Losses | (995) | (431) |
Estimated Fair Value | 1,184,381 | 619,099 |
U.S. agency securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 9,000 | 22,662 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (27) | (66) |
Estimated Fair Value | 8,973 | 22,596 |
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 471,966 | 147,371 |
Unrealized Gains | 4 | 2 |
Unrealized Losses | (141) | (34) |
Estimated Fair Value | 471,829 | 147,339 |
Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 432,234 | 258,334 |
Unrealized Gains | 69 | 157 |
Unrealized Losses | (763) | (146) |
Estimated Fair Value | 431,540 | 258,345 |
US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 89,986 | 67,164 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (55) | (185) |
Estimated Fair Value | 89,931 | 66,979 |
Foreign government bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 9,306 | |
Unrealized Gains | 7 | |
Unrealized Losses | (1) | |
Estimated Fair Value | 9,312 | |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 81,985 | 27,498 |
Unrealized Gains | 53 | 29 |
Unrealized Losses | (8) | 0 |
Estimated Fair Value | 82,030 | 27,527 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 90,766 | 96,313 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 90,766 | $ 96,313 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Details 2) $ in Thousands | Jul. 31, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Less than 12 Months, Fair Value | $ 548,419 |
Less than 12, Months, Gross Unrealized Losses | (940) |
12 Months or Greater, Fair Value | 35,444 |
12 Months or Greater, Gross Unrealized Losses | (55) |
Total, Fair Value | 583,863 |
Total, Gross Unrealized Losses | (995) |
U.S. government agencies [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Less than 12 Months, Fair Value | 6,974 |
Less than 12, Months, Gross Unrealized Losses | (24) |
12 Months or Greater, Fair Value | 1,999 |
12 Months or Greater, Gross Unrealized Losses | (3) |
Total, Fair Value | 8,973 |
Total, Gross Unrealized Losses | (27) |
Commercial paper [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Less than 12 Months, Fair Value | 144,342 |
Less than 12, Months, Gross Unrealized Losses | (141) |
12 Months or Greater, Fair Value | 0 |
12 Months or Greater, Gross Unrealized Losses | 0 |
Total, Fair Value | 144,342 |
Total, Gross Unrealized Losses | (141) |
Corporate bonds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Less than 12 Months, Fair Value | 307,590 |
Less than 12, Months, Gross Unrealized Losses | (755) |
12 Months or Greater, Fair Value | 13,497 |
12 Months or Greater, Gross Unrealized Losses | (8) |
Total, Fair Value | 321,087 |
Total, Gross Unrealized Losses | (763) |
US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Less than 12 Months, Fair Value | 65,013 |
Less than 12, Months, Gross Unrealized Losses | (11) |
12 Months or Greater, Fair Value | 19,948 |
12 Months or Greater, Gross Unrealized Losses | (44) |
Total, Fair Value | 84,961 |
Total, Gross Unrealized Losses | (55) |
Foreign government bonds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Less than 12 Months, Fair Value | 766 |
Less than 12, Months, Gross Unrealized Losses | (1) |
12 Months or Greater, Fair Value | 0 |
12 Months or Greater, Gross Unrealized Losses | 0 |
Total, Fair Value | 766 |
Total, Gross Unrealized Losses | (1) |
Certificates of Deposit [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Less than 12 Months, Fair Value | 23,734 |
Less than 12, Months, Gross Unrealized Losses | (8) |
12 Months or Greater, Fair Value | 0 |
12 Months or Greater, Gross Unrealized Losses | 0 |
Total, Fair Value | 23,734 |
Total, Gross Unrealized Losses | $ (8) |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Details 3) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||
Expected maturities for the year ending July 31, 2019 | $ 993,429 | |
Expected maturities for the year ending July 31, 2020 | 190,952 | |
Estimated Fair Value | 1,184,381 | $ 619,099 |
U.S. agency securities [Member] | ||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||
Expected maturities for the year ending July 31, 2019 | 1,999 | |
Expected maturities for the year ending July 31, 2020 | 6,974 | |
Estimated Fair Value | 8,973 | 22,596 |
Commercial paper [Member] | ||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||
Expected maturities for the year ending July 31, 2019 | 465,030 | |
Expected maturities for the year ending July 31, 2020 | 6,799 | |
Estimated Fair Value | 471,829 | 147,339 |
Corporate bonds [Member] | ||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||
Expected maturities for the year ending July 31, 2019 | 280,249 | |
Expected maturities for the year ending July 31, 2020 | 151,291 | |
Estimated Fair Value | 431,540 | 258,345 |
US Treasury Securities [Member] | ||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||
Expected maturities for the year ending July 31, 2019 | 89,931 | |
Expected maturities for the year ending July 31, 2020 | 0 | |
Estimated Fair Value | 89,931 | 66,979 |
Foreign government bonds [Member] | ||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||
Expected maturities for the year ending July 31, 2019 | 4,448 | |
Expected maturities for the year ending July 31, 2020 | 4,864 | |
Estimated Fair Value | 9,312 | |
Certificates of Deposit [Member] | ||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||
Expected maturities for the year ending July 31, 2019 | 61,006 | |
Expected maturities for the year ending July 31, 2020 | 21,024 | |
Estimated Fair Value | 82,030 | 27,527 |
Money Market Funds [Member] | ||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||
Expected maturities for the year ending July 31, 2019 | 90,766 | |
Expected maturities for the year ending July 31, 2020 | 0 | |
Estimated Fair Value | $ 90,766 | $ 96,313 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Details 4) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 363,421 | $ 194,487 |
Short-term investments | 630,008 | 310,027 |
Long-term investments | 190,952 | 114,585 |
Total assets | 1,184,381 | 619,099 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 90,766 | 96,313 |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Total assets | 90,766 | 96,313 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 272,655 | 98,174 |
Short-term investments | 630,008 | 310,027 |
Long-term investments | 190,952 | 114,585 |
Total assets | 1,093,615 | 522,786 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Total assets | 0 | 0 |
U.S. agency securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 1,999 | 20,583 |
Long-term investments | 6,974 | 2,013 |
Total assets | 8,973 | 22,596 |
U.S. agency securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
U.S. agency securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 1,999 | 20,583 |
Long-term investments | 6,974 | 2,013 |
U.S. agency securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Asset-backed Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments | 5,007 | |
Asset-backed Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments | 0 | |
Asset-backed Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments | 5,007 | |
Asset-backed Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments | 0 | |
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 269,654 | 98,174 |
Short-term investments | 195,376 | 49,165 |
Total assets | 471,829 | 147,339 |
Commercial paper [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Commercial paper [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 269,654 | 98,174 |
Short-term investments | 195,376 | 49,165 |
Commercial paper [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 3,001 | |
Short-term investments | 277,248 | 170,654 |
Long-term investments | 151,291 | 87,691 |
Total assets | 431,540 | 258,345 |
Corporate bonds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Corporate bonds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 3,001 | |
Short-term investments | 277,248 | 170,654 |
Long-term investments | 151,291 | 87,691 |
Corporate bonds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 61,006 | 22,520 |
Long-term investments | 21,024 | |
Total assets | 82,030 | 27,527 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 61,006 | 22,520 |
Long-term investments | 21,024 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 90,766 | 96,313 |
Total assets | 90,766 | 96,313 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 90,766 | 96,313 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 89,931 | 47,105 |
Long-term investments | 6,799 | 19,874 |
Total assets | 89,931 | 66,979 |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 89,931 | 47,105 |
Long-term investments | 6,799 | 19,874 |
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Foreign government bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 4,448 | 0 |
Long-term investments | 4,864 | 0 |
Total assets | 9,312 | |
Foreign government bonds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Foreign government bonds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 4,448 | 0 |
Long-term investments | 4,864 | 0 |
Foreign government bonds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Long-term investments | $ 0 | $ 0 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details Textual) $ in Millions | Jul. 31, 2018USD ($)investment |
Debt Instrument [Line Items] | |
Investments in an unrealized loss positions (in investments) | investment | 188 |
Convertible Senior Notes, 1.250% [Member] | Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Long-term debt, fair value | $ | $ 310.5 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Thousands | Nov. 01, 2017 | Feb. 16, 2017 | Aug. 31, 2016 | Jul. 31, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 340,877 | $ 340,877 | $ 141,851 | $ 30,080 | |||
Total revenues | 661,067 | 514,284 | 424,446 | ||||
Net income | (19,665) | 21,224 | 14,976 | ||||
Cyence, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill, Acquired During Period | 198,929 | ||||||
Total preliminary purchase consideration | $ 260,349 | ||||||
Cash consideration paid at close | 146,651 | ||||||
Equity consideration | 113,700 | ||||||
Compensation agreements | 37,600 | ||||||
Compensation agreements, purchase price allocation | 18,200 | ||||||
Compensation agreements, post acquisition services | 19,400 | ||||||
Goodwill | $ 198,929 | ||||||
Total revenues | 11,000 | ||||||
Net income | $ 20,300 | ||||||
Cyence, Inc. | General and administrative | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition-related costs | $ 5,200 | ||||||
ISCS [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill, Acquired During Period | 96,337 | ||||||
Total preliminary purchase consideration | $ 160,000 | ||||||
Cash consideration paid at close | 154,900 | ||||||
Goodwill | 96,431 | ||||||
Indemnification asset | 2,000 | ||||||
ISCS [Member] | General and administrative | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition-related costs | $ 1,100 | ||||||
FirstBest | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill, Acquired During Period | 15,434 | ||||||
Total preliminary purchase consideration | $ 37,800 | ||||||
Goodwill | 15,434 | ||||||
FirstBest | General and administrative | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition-related costs | $ 1,200 | $ 900 | $ 300 |
Acquisition (Schedule of Prelim
Acquisition (Schedule of Preliminary Purchase Consideration) (Details) - Cyence, Inc. $ in Thousands | Nov. 01, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash consideration paid at close | $ 146,651 |
Equity issued to shareholders | 102,493 |
Issuance of replacement awards | 11,205 |
Total preliminary purchase consideration | $ 260,349 |
Acquisition (Purchase Price All
Acquisition (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Nov. 01, 2017 | Feb. 16, 2017 | Aug. 31, 2016 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 340,877 | $ 141,851 | $ 30,080 | |||
Cyence, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Acquired assets, net of assumed liabilities | $ 9,620 | |||||
Goodwill | 198,929 | |||||
Total purchase price | 260,349 | |||||
Goodwill, Acquired During Period | $ 198,929 | |||||
Cyence, Inc. | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 28,400 | |||||
Estimated useful lives (in years) | 5 years | |||||
Cyence, Inc. | Customer contracts and related relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 17,700 | |||||
Estimated useful lives (in years) | 5 years | |||||
Cyence, Inc. | Order backlog | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 3,200 | |||||
Estimated useful lives (in years) | 2 years | |||||
Cyence, Inc. | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 2,500 | |||||
Estimated useful lives (in years) | 7 years | |||||
ISCS [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquired assets, net of assumed liabilities | $ 4,530 | |||||
Deferred tax assets, net | 171 | |||||
Goodwill | 96,431 | |||||
Total purchase price | 154,932 | |||||
Goodwill, Acquired During Period | 96,337 | |||||
ISCS [Member] | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 43,300 | |||||
Estimated useful lives (in years) | 4 years | |||||
ISCS [Member] | Customer contracts and related relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 7,000 | |||||
Estimated useful lives (in years) | 9 years | |||||
ISCS [Member] | Order backlog | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 3,500 | |||||
Estimated useful lives (in years) | 4 years | |||||
FirstBest | ||||||
Business Acquisition [Line Items] | ||||||
Acquired assets, net of assumed liabilities | $ 2,518 | |||||
Deferred tax assets, net | 4,406 | |||||
Goodwill | 15,434 | |||||
Total purchase price | 37,758 | |||||
Goodwill, Acquired During Period | $ 15,434 | |||||
FirstBest | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 8,000 | |||||
Estimated useful lives (in years) | 5 years | |||||
FirstBest | Customer contracts and related relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 6,500 | |||||
Estimated useful lives (in years) | 9 years | |||||
FirstBest | Order backlog | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible assets acquired | $ 900 | |||||
Estimated useful lives (in years) | 3 years |
Acquisition (Pro Forma Informat
Acquisition (Pro Forma Information) (Details) - Cyence, Inc. - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Business Acquisition [Line Items] | ||
Pro forma revenues | $ 665,999 | $ 524,102 |
Pro forma net income (loss) | $ (22,618) | $ (9,891) |
Pro forma net loss per share -- basic (in dollars per share) | $ (0.29) | $ (0.13) |
Pro forma net loss per share - diluted (in dollars per share) | $ (0.29) | $ (0.13) |
Balance Sheet Components (Detai
Balance Sheet Components (Details 1) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Property and equipment | ||
Computer hardware | $ 24,879 | $ 21,408 |
Purchased software | 4,664 | 3,855 |
Capitalized software development costs | 3,978 | 1,065 |
Furniture and fixtures | 4,217 | 3,253 |
Leasehold improvements | 10,751 | 8,251 |
Total property and equipment | 48,489 | 37,832 |
Less accumulated depreciation | (29,894) | (23,456) |
Property and equipment, net | $ 18,595 | $ 14,376 |
Balance Sheet Components (Det43
Balance Sheet Components (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning of Period | $ 141,851 | $ 30,080 |
Changes in carrying value | 97 | |
Goodwill, End of Period | 340,877 | 141,851 |
FirstBest | ||
Goodwill [Roll Forward] | ||
Addition | 15,434 | |
ISCS [Member] | ||
Goodwill [Roll Forward] | ||
Addition | $ 96,337 | |
Cyence, Inc. | ||
Goodwill [Roll Forward] | ||
Addition | $ 198,929 |
Balance Sheet Components (Det44
Balance Sheet Components (Details 3) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 140,700 | $ 88,900 |
Accumulated Amortization | 45,046 | 17,585 |
Total future amortization expense | 95,654 | 71,315 |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 93,600 | 65,200 |
Accumulated Amortization | 34,189 | 14,710 |
Total future amortization expense | 59,411 | 50,490 |
Customer contracts and related relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 35,700 | 18,000 |
Accumulated Amortization | 6,633 | 1,683 |
Total future amortization expense | 29,067 | 16,317 |
Partner relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 200 | 200 |
Accumulated Amortization | 52 | 30 |
Total future amortization expense | 148 | 170 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,500 | 0 |
Accumulated Amortization | 268 | 0 |
Total future amortization expense | 2,232 | 0 |
Order backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,700 | 5,500 |
Accumulated Amortization | 3,904 | 1,162 |
Total future amortization expense | $ 4,796 | $ 4,338 |
Balance Sheet Components (Det45
Balance Sheet Components (Details 4) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
2,017 | $ 29,112 | |
2,018 | 26,834 | |
2,019 | 19,965 | |
2,020 | 11,143 | |
2,021 | 3,799 | |
Thereafter | 4,801 | |
Total future amortization expense | $ 95,654 | $ 71,315 |
Balance Sheet Components (Det46
Balance Sheet Components (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance for Doubtful Accounts as of July 31, 2017 | $ 0 | ||
Charges to bad debt and revenue reserves | 1,062 | $ 0 | $ 0 |
Write-offs, net | 0 | ||
Allowance for Doubtful Accounts as of July 31, 2018 | $ 1,062 | $ 0 |
Balance Sheet Components (Det47
Balance Sheet Components (Details 6) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Accrued employee compensation | ||
Accrued bonuses | $ 31,273 | $ 26,581 |
Accrued commission | 7,287 | 5,228 |
Accrued vacation | 13,132 | 10,873 |
Accrued salaries, payroll taxes and benefits | 8,443 | 6,200 |
Total | $ 60,135 | $ 48,882 |
Balance Sheet Components Balanc
Balance Sheet Components Balance Sheet Components (Details 7) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current | $ 114,138 | $ 91,243 |
Deferred revenue, non-current | 23,758 | 19,892 |
Total | 137,896 | 111,135 |
Deferred license and other revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current | 42,235 | 21,018 |
Deferred maintenance revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current | 52,010 | 46,562 |
Deferred services revenue | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current | $ 19,893 | $ 23,663 |
Balance Sheet Components (Det49
Balance Sheet Components (Details 8) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | $ (5,796) | $ (6,593) |
Foreign currency translation adjustments | (2,163) | 714 |
Unrealized loss on available-for-sale securities | (22) | (151) |
Tax effect | 233 | 234 |
Balance at end of period | (7,748) | (5,796) |
Foreign Currency Items | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | (5,630) | (6,809) |
Foreign currency translation adjustments | (1,567) | 1,179 |
Unrealized loss on available-for-sale securities | 0 | 0 |
Tax effect | 0 | 0 |
Balance at end of period | (7,197) | (5,630) |
Unrealized gain (loss) on available-for-sale securities | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | (166) | 216 |
Foreign currency translation adjustments | (596) | (465) |
Unrealized loss on available-for-sale securities | (22) | (151) |
Tax effect | 233 | 234 |
Balance at end of period | $ (551) | $ (166) |
Balance Sheet Components (Det50
Balance Sheet Components (Details Textual) - USD ($) | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Deferred Revenue Arrangement [Line Items] | |||
Amortization of Intangible Assets | $ 27,500,000 | $ 12,100,000 | $ 2,300,000 |
Property and equipment pledged as collateral | 0 | 0 | |
Depreciation expense | 7,700,000 | 6,600,000 | $ 6,500,000 |
Capitalized software development costs | 3,978,000 | 1,065,000 | |
Amortization | 400,000 | ||
Other assets | 22,525,000 | $ 20,104,000 | |
Preferred Stock [Member] | Other Noncurrent Assets [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Carrying value | $ 10,700,000 |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Numerator: | |||
Net income | $ (19,665) | $ 21,224 | $ 14,976 |
Net income per share: | |||
Basic (in USD per share) | $ (0.25) | $ 0.29 | $ 0.21 |
Diluted (in USD per share) | $ (0.25) | $ 0.28 | $ 0.20 |
Weighted average shares used in computing net income per share: | |||
Basic (in shares) | 77,709,592 | 73,994,577 | 72,026,694 |
Weighted average effect of diluted stock options (in shares) | 0 | 544,520 | 859,855 |
Weighted average effect of dilutive restricted stock units (in shares) | 0 | 789,246 | 879,411 |
Diluted (in shares) | 77,709,592 | 75,328,343 | 73,765,960 |
Net Income (Loss) per Share (52
Net Income (Loss) per Share (Details 1) - shares | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Stock options to purchase common stock [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding shares of common stock equivalents (in shares) | 597,476 | 24,128 | 77,737 |
Restricted stock units [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding shares of common stock equivalents (in shares) | 3,161,157 | 88,582 | 22,994 |
Net Income (Loss) per Share Net
Net Income (Loss) per Share Net Income (Loss) per Share (Details Textual) | Jul. 31, 2018$ / shares |
Earnings Per Share [Abstract] | |
Convertible conversion price (in dollars per share) | $ 113.75 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($)dayshares | Jul. 31, 2018USD ($)$ / shares | Jul. 31, 2017USD ($) | Jul. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||||
Principal | $ 400,000 | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 387,200 | $ 387,239 | $ 0 | $ 0 |
Convertible conversion price (in dollars per share) | $ / shares | $ 113.75 | |||
Senior Notes [Member] | Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 400,000 | |||
Stated interest rate | 1.25% | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 387,200 | |||
Senior Notes [Member] | Convertible Debt [Member] | On or after October 15, 2024 | ||||
Debt Instrument [Line Items] | ||||
Number of shares issuable, per 1,000 principal converted (in shares) | shares | 8.7912 | |||
Convertible conversion price (in dollars per share) | $ / shares | $ 113.75 | |||
Senior Notes [Member] | Convertible Debt [Member] | On or after March 20, 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption. percentage | 100.00% | |||
Threshold percentage of stock price trigger | 130.00% | |||
Threshold trading days | day | 20 | |||
Threshold consecutive trading days | day | 3 | |||
Conversion notice period | 30 days | |||
Senior Notes [Member] | Convertible Debt [Member] | Over-Allotment Option [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 40,000 |
Convertible Senior Notes (Sched
Convertible Senior Notes (Schedule of Net Carrying Value) (Details) $ in Thousands | Jul. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
Principal | $ 400,000 |
Less: unamortized debt discount and issuance costs | |
Unamortized debt discount | 85,343 |
Debt issuance cost | 9,529 |
Net carrying amount | $ 305,128 |
Convertible Senior Notes (Sch56
Convertible Senior Notes (Schedule of Interest Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 6,442 | $ 13 | $ 0 |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 1,903 | ||
Amortization of debt discount | 4,134 | ||
Amortization of debt issuance costs | 378 | ||
Total | $ 6,415 | ||
Effective interest rate of the liability component | 5.53% |
Convertible Senior Notes (Cappe
Convertible Senior Notes (Capped Call) (Details) shares in Millions, $ in Millions | Jul. 31, 2018USD ($)$ / Unitshares |
Debt Disclosure [Abstract] | |
Derivative amount | $ | $ 37.2 |
Strike price (in dollars per share) | 113.75 |
Derivative, cap price (in dollars per share) | 153.13 |
Derivative, number of shares covered (in shares) | shares | 3.5 |
Commitments and Contingencies58
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jul. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 |
Lease Obligations | |||||
2,019 | $ 10,718 | ||||
2,020 | 10,713 | ||||
2,021 | 14,615 | ||||
2,022 | 13,295 | ||||
2,023 | 12,507 | ||||
2024 and thereafter | 85,156 | ||||
Total | 147,004 | $ 126,700 | |||
Royalty Obligations | |||||
2,019 | 1,761 | ||||
2,020 | 698 | ||||
2,021 | 101 | ||||
2,022 | 0 | ||||
2,023 | 0 | ||||
2024 and thereafter | 0 | ||||
Total | 2,560 | ||||
Purchase Commitments | |||||
2,019 | 60,298 | ||||
2,020 | 8,181 | ||||
2,021 | 1,368 | ||||
2,022 | 253 | ||||
2,023 | 0 | ||||
2024 and thereafter | 0 | ||||
Total | 70,100 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
2,019 | 5,028 | ||||
2,020 | 5,000 | ||||
2,021 | 5,000 | ||||
2,022 | 5,000 | ||||
2,023 | 5,000 | ||||
2024 and thereafter | 410,000 | ||||
Total | 435,028 | ||||
Total | |||||
2,019 | 77,805 | ||||
2,020 | 24,592 | ||||
2,021 | 21,084 | ||||
2,022 | 18,548 | ||||
2,023 | 17,507 | ||||
2024 and thereafter | 495,156 | ||||
Total | 654,692 | ||||
Unrecognized tax benefits | $ 10,321 | $ 9,346 | $ 7,687 | $ 6,109 |
Commitments and Contingencies59
Commitments and Contingencies (Details Textual) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Jul. 31, 2018USD ($)claim | Jul. 31, 2017USD ($)claim | Jul. 31, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease expense for all worldwide facilities and equipment | $ 8,700 | $ 6,800 | $ 5,700 | |
Leases, term of contract | 10 years 6 months | |||
Total payments committed under the lease | $ 126,700 | $ 147,004 | ||
Line of credit facility, capacity available for specific purpose other than for trade purchases | $ 1,800 | |||
Outstanding claims | claim | 0 | 0 |
Stockholders' Equity and Stoc60
Stockholders' Equity and Stock-based Compensation (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 89,176 | $ 72,695 | $ 66,409 |
Net impact of deferred stock-based compensation | 438 | (901) | (278) |
Total stock-based compensation expense | 89,614 | 71,794 | 66,131 |
Stock-based compensation expense | |||
Total stock-based compensation expense | 89,614 | 71,794 | 66,131 |
Tax benefit from stock-based compensation | 24,481 | 23,014 | 20,092 |
Total stock-based compensation expense, net of tax effect | 65,133 | 48,780 | 46,039 |
Cost of License Revenues [Member] | |||
Stock-based compensation expense | |||
Total stock-based compensation expense | 1,002 | 373 | 433 |
Cost of maintenance revenues [Member] | |||
Stock-based compensation expense | |||
Total stock-based compensation expense | 1,886 | 1,694 | 1,491 |
Cost of services revenues [Member] | |||
Stock-based compensation expense | |||
Total stock-based compensation expense | 21,856 | 18,622 | 17,878 |
Research and development [Member] | |||
Stock-based compensation expense | |||
Total stock-based compensation expense | 25,440 | 18,123 | 15,555 |
Sales and marketing [Member] | |||
Stock-based compensation expense | |||
Total stock-based compensation expense | 18,387 | 16,663 | 15,090 |
General and administrative | |||
Stock-based compensation expense | |||
Total stock-based compensation expense | $ 21,043 | $ 16,319 | $ 15,684 |
Stockholders' Equity and Stoc61
Stockholders' Equity and Stock-based Compensation (Details 2) $ in Thousands | 12 Months Ended |
Jul. 31, 2018USD ($) | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |
Unrecognized Expense | $ 157,869 |
Restricted stock units RSUs [Member] | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |
Unrecognized Expense | $ 5,832 |
Average Expected Recognition Period (in years) | 2 years 2 months 12 days |
Stock options [Member] | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |
Unrecognized Expense | $ 152,037 |
Average Expected Recognition Period (in years) | 2 years 2 months 12 days |
Stockholders' Equity and Stoc62
Stockholders' Equity and Stock-based Compensation (Details 3) - Restricted stock units RSUs [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Number of RSUs Outstanding (in shares) | |||
Balance at beginning of period (in shares) | 2,634,085 | 2,727,724 | 2,882,674 |
Granted (in shares) | 1,814,084 | 1,542,235 | 1,586,192 |
Released (in shares) | (1,260,758) | (1,372,770) | (1,408,746) |
Canceled (in shares) | (255,256) | (263,104) | (332,396) |
Balance at end of period (in shares) | 2,932,155 | 2,634,085 | 2,727,724 |
Expected to vest as of July 31, 2016 (in shares) | 2,932,155 | ||
Weighted Average Grant Date Fair Value (in dollars per share) | |||
Balance at beginning of period (in USD per share) | $ 56.62 | $ 50.08 | $ 42.65 |
Granted (in USD per share) | 79.65 | 61.22 | 54.99 |
Released (in USD per share) | 56.92 | 49.38 | 41.21 |
Canceled (in USD per share) | 63.66 | 53.53 | 46.71 |
Balance at end of period (in USD per share) | 69.43 | $ 56.62 | $ 50.08 |
Expected to vest as of July 31, 2016 (in USD per share) | $ 69.43 | ||
Aggregate Intrinsic Value (1) | |||
Balance at beginning of period | $ 190,076 | $ 167,673 | $ 170,222 |
Released | 103,957 | 81,427 | 78,763 |
Balance at end of period | 252,752 | $ 190,076 | $ 167,673 |
Expected to vest as of July 31, 2018 | $ 252,752 |
Stockholders' Equity and Stoc63
Stockholders' Equity and Stock-based Compensation (Details 4) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Number of Stock Options Outstanding (in shares) | ||||
Balance at beginning of period (in shares) | 555,636 | 1,158,572 | 1,822,062 | |
Granted (in shares) | 137,057 | 0 | 10,000 | |
Exercised (in shares) | (150,924) | (594,936) | (652,832) | |
Canceled (in shares) | (4,705) | (8,000) | (20,658) | |
Balance at end of period (in shares) | 537,064 | 555,636 | 1,158,572 | 1,822,062 |
Vested and expected to vest as of July 31, 2016 (in shares) | 537,064 | |||
Exercisable as of July 31, 2016 (in shares) | 443,782 | |||
Weighted Average Exercise Price (in dollars per share) | ||||
Balance at beginning of period (in dollars per share) | $ 22.17 | $ 15.45 | $ 14.29 | |
Granted (in dollars per share) | 10.23 | 0 | 54 | |
Exercised (in dollars per share) | 13.32 | 9.35 | 12.01 | |
Canceled (in dollars per share) | 40.05 | 2.74 | 40.86 | |
Balance at end of period (in dollars per share) | 21.45 | $ 22.17 | $ 15.45 | $ 14.29 |
Vested and expected to vest as of July 31, 2016 (in dollars per share) | 21.45 | |||
Exercisable as of July 31, 2016 (in dollars per share) | $ 23.04 | |||
Weighted Average Remaining Contractual Life (in years) | ||||
Weighted average remaining contractual life | 4 years 3 months 18 days | 4 years | 4 years | 4 years 10 months 24 days |
Vested and expected to vest as of July 31, 2017 | 4 years 3 months 18 days | |||
Exercisable as of July 31, 2017 | 3 years 6 months | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value | $ 34,774 | $ 27,777 | $ 53,316 | $ 81,548 |
Exercised | 10,710 | $ 30,636 | $ 29,186 | |
Vested and expected to vest as of July 31, 2017 | 34,774 | |||
Exercisable as of July 31, 2017 | $ 28,028 |
Stockholders' Equity and Stoc64
Stockholders' Equity and Stock-based Compensation (Details 6) - $ / shares | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
TSR PSUs [Member] | |||
Summary of assumptions for fair value of employee stock option estimates | |||
Expected life (in years) | 2 years 10 months 17 days | ||
Risk-free interest rate | 1.40% | ||
Risk-free interest rate, minimum (as a percent) | 0.89% | ||
Risk-free interest rate, maximum (as a percent) | 1.34% | ||
Expected volatility of the Company | 28.00% | ||
Expected volatility, minimum (as a percent) | 30.20% | ||
Expected volatility, maximum (as a percent) | 31.50% | ||
Average expected volatility of the peer companies in the S&P Index | 34.70% | ||
Average expected volatility of the peer companies in the S&P Index, minimum (as a percent) | 36.90% | ||
Average expected volatility of the peer companies in the S&P Index, maximum (as a percent) | 37.00% | ||
Expected dividend yield (as a percent) | 0.00% | 0.00% | |
TSR PSUs [Member] | Minimum [Member] | |||
Summary of assumptions for fair value of employee stock option estimates | |||
Expected life (in years) | 2 years 7 months 29 days | ||
TSR PSUs [Member] | Maximum [Member] | |||
Summary of assumptions for fair value of employee stock option estimates | |||
Expected life (in years) | 2 years 10 months 17 days | ||
Stock options [Member] | |||
Summary of assumptions for fair value of employee stock option estimates | |||
Expected life (in years) | 1 year 3 months 8 days | 4 years 10 months 25 days | |
Risk-free interest rate, minimum (as a percent) | 1.50% | 1.50% | |
Expected volatility, minimum (as a percent) | 24.10% | 38.80% | |
Expected dividend yield (as a percent) | 0.00% | 0.00% | |
Weighted average grant date fair value of options granted (in dollars per share) | $ 67.90 | $ 19.18 |
Stockholders' Equity and Stoc65
Stockholders' Equity and Stock-based Compensation (Details 7) - shares | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 |
Common Stock Reserved for Issuance (in shares) | ||||
Exercise of stock options to purchase common stock | 537,064 | 555,636 | 1,158,572 | 1,822,062 |
Shares available for grant under stock plans | 21,592,494 | 18,453,674 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 25,061,713 | 21,643,395 | ||
Stock options [Member] | ||||
Common Stock Reserved for Issuance (in shares) | ||||
Exercise of stock options to purchase common stock | 537,064 | 555,636 | ||
Restricted stock units RSUs [Member] | ||||
Common Stock Reserved for Issuance (in shares) | ||||
Vesting of restricted stock units | 2,932,155 | 2,634,085 | 2,727,724 | 2,882,674 |
Stockholders' Equity and Stoc66
Stockholders' Equity and Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Sep. 14, 2011 | |
Class of Stock [Line Items] | ||||
Share price (in dollars per share) | $ 86.20 | $ 72.16 | $ 61.47 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding (in shares) | 80,611,698 | 75,007,625 | ||
Restricted stock units RSUs [Member] | ||||
Class of Stock [Line Items] | ||||
Period of time based vesting | 4 years | |||
Share based compensation expense, performance based awards | $ 19.1 | $ 9.4 | $ 6.9 | |
Stock Plan 2011 [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares authorized | 7,500,000 | |||
Maximum increase in percentage of outstanding number of shares of the Company's common stock (as a percent) | 5.00% | |||
Performance Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Period of time based vesting | 4 years | |||
TSR PSUs [Member] | ||||
Class of Stock [Line Items] | ||||
Period of time based vesting | 3 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Company's income (loss) before provision for income taxes | |||
Income before provision for income taxes | $ 18 | $ 33,277 | $ 20,782 |
Domestic [Member] | |||
Company's income (loss) before provision for income taxes | |||
Income before provision for income taxes | (5,207) | 26,474 | 11,209 |
International [Member] | |||
Company's income (loss) before provision for income taxes | |||
Income before provision for income taxes | $ 5,225 | $ 6,803 | $ 9,573 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Current: | |||
U.S. Federal | $ 2,047 | $ 7,793 | $ 4,936 |
State | 249 | 1,974 | 1,006 |
Foreign | 2,203 | 3,595 | 4,350 |
Total current | 4,499 | 13,362 | 10,292 |
Deferred: | |||
U.S. Federal | 16,820 | (686) | (4,867) |
State | (1,328) | (429) | 631 |
Foreign | (308) | (194) | (250) |
Total deferred | 15,184 | (1,309) | (4,486) |
Total provision for income taxes | $ 19,683 | $ 12,053 | $ 5,806 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Effective Income Tax Reconciliation | |||
Statutory Federal income tax | $ 5 | $ 11,647 | $ 7,274 |
State taxes, net of Federal benefit | (859) | 900 | 1,261 |
Share-based compensation | (8,715) | 2,517 | 2,670 |
Non-deductible officers' compensation | 3,229 | 959 | 0 |
Foreign income taxed at different rates | 1,022 | (819) | (1,190) |
Research tax credits | 5,822 | 2,377 | 3,827 |
Re-measurement of U.S. deferred taxes | 34,979 | 0 | 0 |
Non-deductible acquisition costs | 1,270 | 270 | 354 |
Domestic production activity deduction | 0 | (1,514) | (1,189) |
Permanent differences and others | 666 | 470 | 453 |
Change in valuation allowance | 6,092 | 0 | 0 |
Total provision for income taxes | $ 19,683 | $ 12,053 | $ 5,806 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Tax effects of temporary differences | ||
Accruals and reserves | $ 12,129 | $ 11,612 |
Stock-based compensation | 7,658 | 8,519 |
Deferred revenue | 3,688 | 3,848 |
Property and equipment | 1,268 | 1,189 |
Net operating loss carryforwards | 53,885 | 16,720 |
Tax credits | 60,450 | 11,919 |
Total deferred tax assets | 139,078 | 53,807 |
Less valuation allowance | 28,310 | 12,583 |
Net deferred tax assets | 110,768 | 41,224 |
Intangible assets | 11,461 | 3,794 |
Convertible debt | 11,567 | 0 |
Unremitted foreign earnings | 258 | 0 |
Total deferred tax liabilities | 23,286 | 3,794 |
Deferred tax assets, net | 87,482 | 37,430 |
Less foreign deferred revenue | 69 | 0 |
Total net deferred tax assets | $ 87,413 | $ 37,430 |
Income Taxes (Details 4)
Income Taxes (Details 4) $ in Thousands | 12 Months Ended |
Jul. 31, 2018USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Research and Development Credits Carryforwards | $ 61,605 |
U.S. federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Research and Development Credits Carryforwards | 33,074 |
California [Member] | |
Operating Loss Carryforwards [Line Items] | |
Research and Development Credits Carryforwards | $ 28,531 |
Income Taxes (Details 5)
Income Taxes (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Summarizes the activity related to unrecognized tax benefits | |||
Unrecognized tax benefit - beginning of period | $ 9,346 | $ 7,687 | $ 6,109 |
Gross increases - prior period tax positions | 729 | 712 | 177 |
Gross decreases - prior period tax positions | (878) | (691) | (216) |
Gross increases - current period tax positions | 1,124 | 1,638 | 1,617 |
Unrecognized tax benefit - end of period | $ 10,321 | $ 9,346 | $ 7,687 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Income Taxes (Additional Textual) [Abstract] | |||
Percentage of statutory federal income tax rate | 26.90% | 35.00% | 35.00% |
Provisional income tax expense (benefit) | $ 35,000 | ||
Deferred tax liability, provisional income tax (expense) benefit | 6,100 | ||
Valuation allowance | 28,310 | $ 12,583 | |
Unrealized excess tax benefits resulting from exercises of stock options | 85,700 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 15,700 | ||
Undistributed earnings from certain foreign subsidiaries | 258 | $ 0 | |
Decrease in long term liability associated with unrecognized tax benefits | (1,000) | ||
Unrecognized tax benefits | 5,400 | ||
U.S. federal [Member] | |||
Income Taxes (Additional Textual) [Abstract] | |||
Operating loss carryforwards | $ 207,000 | ||
R&D Credits expiration dates | 2,023 | ||
California [Member] | |||
Income Taxes (Additional Textual) [Abstract] | |||
Operating loss carryforwards | $ 66,200 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes (Additional Textual) [Abstract] | |||
Operating loss carryforwards | 105,700 | ||
Accounting Standards Update 2016-09 [Member] | |||
Income Taxes (Additional Textual) [Abstract] | |||
Valuation allowance | 600 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 600 |
Defined Contributions and Oth74
Defined Contributions and Other Postretirement Plans (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Employee 401(k) Plan (Textual) [Abstract] | |||
Maximum Annual Contribution Per Employee, Percent | 60.00% | ||
Maximum Annual Contribution Per Employee, Amount | $ 5 | ||
Company's contributions | $ 8,700 | $ 7,100 | $ 5,500 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Revenue: | |||
Total revenues | $ 661,067 | $ 514,284 | $ 424,446 |
United States [Member] | |||
Revenue: | |||
Total revenues | 416,961 | 301,155 | 230,935 |
Canada [Member] | |||
Revenue: | |||
Total revenues | 45,591 | 50,981 | 44,717 |
Other Americas [Member] | |||
Revenue: | |||
Total revenues | 20,571 | 19,447 | 18,114 |
Americas [Member] | |||
Revenue: | |||
Total revenues | 483,123 | 371,583 | 293,766 |
United Kingdom [Member] | |||
Revenue: | |||
Total revenues | 36,653 | 32,554 | 34,031 |
Other EMEA [Member] | |||
Revenue: | |||
Total revenues | 79,197 | 48,727 | 41,914 |
EMEA [Member] | |||
Revenue: | |||
Total revenues | 115,850 | 81,281 | 75,945 |
APAC [Member] | |||
Revenue: | |||
Total revenues | $ 62,094 | $ 61,420 | $ 54,735 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Property and equipment, net by geographic region | ||
Property and equipment, net | $ 455,126 | $ 227,542 |
North America [Member] | ||
Property and equipment, net by geographic region | ||
Property and equipment, net | 449,588 | 224,667 |
Europe [Member] | ||
Property and equipment, net by geographic region | ||
Property and equipment, net | 5,491 | 2,747 |
Asia Pacific [Member] | ||
Property and equipment, net by geographic region | ||
Property and equipment, net | $ 47 | $ 128 |
Segment Information (Details Te
Segment Information (Details Textual) | 12 Months Ended | ||
Jul. 31, 2018countrysegment | Jul. 31, 2017country | Jul. 31, 2016country | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of operating segments | segment | 1 | ||
Number of Countries Concentration of Revenue | country | 0 | 0 | 0 |
Minimum [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% |