Cover Page
Cover Page - shares | 9 Months Ended | |
Oct. 31, 2020 | Nov. 30, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38044 | |
Entity Registrant Name | Okta, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 100 First Street, Suite 600 | |
Entity Tax Identification Number | 26-4175727 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 888 | |
Local Phone Number | 722-7871 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | OKTA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001660134 | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 121,216,396 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,249,686 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 409,769 | $ 520,048 |
Short-term investments | 2,085,373 | 882,976 |
Accounts receivable, net of allowances of $2,547 and $1,166 | 139,473 | 130,115 |
Deferred commissions | 40,908 | 33,636 |
Prepaid expenses and other current assets | 82,016 | 32,950 |
Total current assets | 2,757,539 | 1,599,725 |
Property and equipment, net | 62,405 | 53,535 |
Operating lease right-of-use assets | 154,699 | 125,204 |
Deferred commissions, noncurrent | 94,305 | 77,874 |
Intangible assets, net | 28,953 | 32,529 |
Goodwill | 48,023 | 48,023 |
Other assets | 24,355 | 18,505 |
Total assets | 3,170,279 | 1,955,395 |
Current liabilities: | ||
Accounts payable | 5,114 | 3,837 |
Accrued expenses and other current liabilities | 47,330 | 36,887 |
Accrued compensation | 61,600 | 40,300 |
Convertible senior notes, net | 35,131 | 100,703 |
Deferred revenue | 424,765 | 365,236 |
Total current liabilities | 573,940 | 546,963 |
Convertible senior notes, net, noncurrent | 1,709,777 | 837,002 |
Operating lease liabilities, noncurrent | 185,860 | 154,511 |
Deferred revenue, noncurrent | 7,349 | 6,214 |
Other liabilities, noncurrent | 12,705 | 5,361 |
Total liabilities | 2,489,631 | 1,550,051 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.0001 per share; 100,000 shares authorized; no shares issued and outstanding as of October 31, 2020 and January 31, 2020 | 0 | 0 |
Additional paid-in capital | 1,569,714 | 1,105,564 |
Accumulated other comprehensive income | 2,571 | 892 |
Accumulated deficit | (891,650) | (701,124) |
Total stockholders’ equity | 680,648 | 405,344 |
Total liabilities and stockholders' equity | 3,170,279 | 1,955,395 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 12 | 11 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Allowance for accounts receivable | $ 2,547 | $ 1,166 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 121,283,000 | 113,990,000 |
Common stock, shares outstanding (in shares) | 121,283,000 | 113,990,000 |
Class B Common Stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 8,219,000 | 8,648,000 |
Common stock, shares outstanding (in shares) | 8,219,000 | 8,648,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Revenue: | ||||
Total revenue | $ 217,379 | $ 153,037 | $ 600,684 | $ 418,740 |
Cost of revenue: | ||||
Total cost of revenue | 56,908 | 40,824 | 156,541 | 114,699 |
Gross profit | 160,471 | 112,213 | 444,143 | 304,041 |
Operating expenses: | ||||
Research and development | 58,150 | 41,832 | 160,510 | 115,909 |
Sales and marketing | 109,812 | 87,224 | 312,177 | 247,721 |
General and administrative | 44,485 | 28,887 | 121,019 | 81,540 |
Total operating expenses | 212,447 | 157,943 | 593,706 | 445,170 |
Operating loss | (51,976) | (45,730) | (149,563) | (141,129) |
Interest expense | (22,368) | (7,826) | (50,063) | (16,371) |
Interest income and other, net | 1,878 | 4,982 | 10,737 | 11,346 |
Loss on early extinguishment and conversion of debt | (89) | (14,572) | (2,263) | (14,572) |
Interest and other, net | (20,579) | (17,416) | (41,589) | (19,597) |
Loss before provision for (benefit from) income taxes | (72,555) | (63,146) | (191,152) | (160,726) |
Provision for (benefit from) income taxes | 209 | 349 | (626) | (2,285) |
Net loss | $ (72,764) | $ (63,495) | $ (190,526) | $ (158,441) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.56) | $ (0.53) | $ (1.51) | $ (1.37) |
Weighted-average shares used to compute net loss per share, basic and diluted (in shares) | 128,813 | 118,976 | 126,222 | 115,598 |
Subscription | ||||
Revenue: | ||||
Total revenue | $ 206,743 | $ 144,517 | $ 571,213 | $ 394,174 |
Cost of revenue: | ||||
Total cost of revenue | 44,762 | 30,124 | 121,420 | 82,581 |
Professional services and other | ||||
Revenue: | ||||
Total revenue | 10,636 | 8,520 | 29,471 | 24,566 |
Cost of revenue: | ||||
Total cost of revenue | $ 12,146 | $ 10,700 | $ 35,121 | $ 32,118 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (72,764) | $ (63,495) | $ (190,526) | $ (158,441) |
Other comprehensive income (loss): | ||||
Net change in unrealized gains or losses on available-for-sale securities | (2,226) | 227 | 1,344 | 616 |
Foreign currency translation adjustments | (724) | 1,561 | 335 | (162) |
Other comprehensive income (loss) | (2,950) | 1,788 | 1,679 | 454 |
Comprehensive loss | $ (75,714) | $ (61,707) | $ (188,847) | $ (157,987) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock and additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) |
Beginning balance at Jan. 31, 2019 | $ 744,907 | $ (492,211) | $ (319) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options and other activity, net | 46,911 | |||
Issuance of common stock for bonus settlement | 2,809 | |||
Stock-based compensation | 90,518 | |||
Equity component of convertible senior notes, net of issuance costs | 217,347 | |||
Equity component of early extinguishment and conversion of convertible senior notes | (26,713) | |||
Proceeds from hedges related to convertible senior notes | 405,851 | |||
Payments for warrants related to convertible senior notes | (358,622) | |||
Purchases of capped calls related to convertible senior notes | (74,094) | |||
Other, net | (3) | |||
Net loss | $ (158,441) | (158,441) | ||
Other comprehensive income (loss) | 454 | |||
Ending balance at Oct. 31, 2019 | 398,394 | 1,048,911 | (650,652) | 135 |
Beginning balance at Jul. 31, 2019 | 839,535 | (587,157) | (1,653) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options and other activity, net | 9,430 | |||
Issuance of common stock for bonus settlement | 0 | |||
Stock-based compensation | 36,180 | |||
Equity component of convertible senior notes, net of issuance costs | 217,347 | |||
Equity component of early extinguishment and conversion of convertible senior notes | (26,713) | |||
Proceeds from hedges related to convertible senior notes | 405,851 | |||
Payments for warrants related to convertible senior notes | (358,622) | |||
Purchases of capped calls related to convertible senior notes | (74,094) | |||
Other, net | (3) | |||
Net loss | (63,495) | (63,495) | ||
Other comprehensive income (loss) | 1,788 | |||
Ending balance at Oct. 31, 2019 | 398,394 | 1,048,911 | (650,652) | 135 |
Beginning balance at Jan. 31, 2020 | 405,344 | 1,105,576 | (701,124) | 892 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options and other activity, net | 51,053 | |||
Issuance of common stock for bonus settlement | 9,818 | |||
Stock-based compensation | 140,895 | |||
Equity component of convertible senior notes, net of issuance costs | 306,220 | |||
Equity component of early extinguishment and conversion of convertible senior notes | 70,493 | |||
Proceeds from hedges related to convertible senior notes | 195,046 | |||
Payments for warrants related to convertible senior notes | (175,399) | |||
Purchases of capped calls related to convertible senior notes | (133,975) | |||
Other, net | ||||
Net loss | (190,526) | (190,526) | ||
Other comprehensive income (loss) | 1,679 | |||
Ending balance at Oct. 31, 2020 | 680,648 | 1,569,727 | (891,650) | 2,571 |
Beginning balance at Jul. 31, 2020 | 1,498,562 | (818,886) | 5,521 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options and other activity, net | 8,299 | |||
Issuance of common stock for bonus settlement | 0 | |||
Stock-based compensation | 54,049 | |||
Equity component of convertible senior notes, net of issuance costs | (12) | |||
Equity component of early extinguishment and conversion of convertible senior notes | 8,829 | |||
Proceeds from hedges related to convertible senior notes | 0 | |||
Payments for warrants related to convertible senior notes | 0 | |||
Purchases of capped calls related to convertible senior notes | 0 | |||
Other, net | 0 | |||
Net loss | (72,764) | (72,764) | ||
Other comprehensive income (loss) | (2,950) | |||
Ending balance at Oct. 31, 2020 | $ 680,648 | $ 1,569,727 | $ (891,650) | $ 2,571 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (190,526) | $ (158,441) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation | 139,774 | 89,691 |
Depreciation, amortization and accretion | 23,694 | 12,336 |
Amortization of debt discount and issuance costs | 47,261 | 15,653 |
Amortization of deferred commissions | 28,428 | 20,541 |
Deferred income taxes | (2,414) | (3,069) |
Non-cash charitable contributions | 4,662 | 1,162 |
Loss on early extinguishment and conversion of debt | 2,263 | 14,572 |
Other, net | 4,515 | 84 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,547) | (9,393) |
Deferred commissions | (51,837) | (36,641) |
Prepaid expenses and other assets | (6,794) | (1,518) |
Operating lease right-of-use assets | 13,979 | 7,851 |
Accounts payable | 1,377 | 1,962 |
Accrued compensation | 37,863 | 17,352 |
Accrued expenses and other liabilities | 2,442 | 4,017 |
Operating lease liabilities | (11,750) | (4,128) |
Deferred revenue | 60,663 | 58,737 |
Net cash provided by operating activities | 93,053 | 30,768 |
Cash flows from investing activities: | ||
Capitalization of internal-use software costs | (3,530) | (2,659) |
Purchases of property and equipment | (11,297) | (9,980) |
Purchases of securities available for sale and other | (1,845,958) | (321,462) |
Proceeds from maturities and redemption of securities available for sale | 386,774 | 244,393 |
Proceeds from sales of securities available for sale and other | 206,129 | 17,329 |
Purchases of intangible assets | 0 | (8,500) |
Payments for business acquisition, net of cash acquired | 0 | (44,223) |
Net cash used in investing activities | (1,267,882) | (125,102) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible senior notes, net of issuance costs | 1,134,841 | 1,040,760 |
Payments for repurchases of convertible senior notes | (447) | (224,414) |
Proceeds from hedges related to convertible senior notes | 195,046 | 405,851 |
Payments for warrants related to convertible senior notes | (175,399) | (358,622) |
Purchases of capped calls related to convertible senior notes | (133,975) | (74,094) |
Proceeds from stock option exercises | 33,570 | 36,371 |
Proceeds from shares issued in connection with employee stock purchase plan | 12,821 | 9,005 |
Other, net | 0 | (126) |
Net cash provided by financing activities | 1,066,457 | 834,731 |
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash | 121 | (241) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (108,251) | 740,156 |
Cash, cash equivalents and restricted cash at beginning of period | 531,953 | 311,215 |
Cash, cash equivalents and restricted cash at end of period | 423,702 | 1,051,371 |
Cash paid during the period for: | ||
Interest | 1,566 | 862 |
Income taxes | 622 | 845 |
Non-cash activities: | ||
Issuance of common stock for repurchases and conversions of convertible senior notes | 307,910 | 380,406 |
Common stock issued as charitable contribution | 4,662 | 1,162 |
Operating lease right-of-use assets exchanged for lease liabilities | 45,490 | 14,957 |
Property and equipment acquired through tenant improvement allowance | 4,811 | 1,682 |
Impairment of operating lease right-of-use asset | 2,587 | 0 |
Issuance of common stock for bonus settlement | 9,818 | 2,809 |
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above: | ||
Total cash, cash equivalents and restricted cash | $ 423,702 | $ 1,051,371 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Oct. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation Description of Business Okta, Inc. (the Company) is the leading independent identity management platform for the enterprise. The Okta Identity Cloud enables the Company’s customers to securely connect people to technology, anywhere, anytime and from any device. The Company was incorporated in January 2009 as Saasure Inc., a California corporation, and was later reincorporated in April 2010 under the name Okta, Inc. as a Delaware corporation. The Company is headquartered in San Francisco, California. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of January 31, 2020, included herein, was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the results of operations for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2021 or any future period. The Company’s fiscal year ends on January 31. References to fiscal 2021, for example, refer to the fiscal year ending January 31, 2021. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the Securities and Exchange Commission (SEC) on March 6, 2020. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the stand alone selling price (SSP) for each distinct performance obligation included in customer contracts with multiple performance obligations, the determination of the period of benefit for deferred commissions, the determination of the effective interest rate of the liability components of its convertible senior notes, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of deferred income tax assets, and the valuation of acquired intangible assets. In March 2020, the World Health Organization (WHO) declared the outbreak of the novel coronavirus (COVID-19) a pandemic, which continues to spread across the globe. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the condensed consolidated financial statements for the three and nine months ended October 31, 2020. As events continue to evolve and additional information becomes available, our assumptions and estimates may change materially in future periods. |
Accounting Standards and Signif
Accounting Standards and Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Accounting Standards and Significant Accounting Policies | Accounting Standards and Significant Accounting Policies Significant Accounting Policies The Company’s significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in Item 8. Financial Statements and Supplementary Data of its Form 10-K for the fiscal year ended January 31, 2020. Except for the accounting policies for short-term investments and accounts receivable and allowances that were updated below as a result of adopting the Financial Accounting Standards Board’s (FASB) Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) on February 1, 2020, there have been no significant changes to our significant accounting policies for the nine months ended October 31, 2020. Short-Term Investments The Company’s short-term investments comprise U.S. treasury securities and corporate debt securities. The Company determines the appropriate classification of its short-term investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its short-term investments as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, short-term investments, including securities with stated maturities beyond twelve months, are classified within current assets in the consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period and are periodically evaluated for unrealized losses. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance and recognizes a corresponding loss in interest income and other, net when the impairment is incurred. Unrealized non-credit related losses and unrealized gains are reported as a separate component of accumulated other comprehensive loss in the condensed consolidated balance sheets until realized. Realized gains and losses are determined based on the specific identification method and are reported in interest income and other, net in the condensed consolidated statements of operations. Accounts Receivable and Allowances Accounts receivable are recorded at the invoiced amount, net of allowances. These allowances are based on the Company’s assessment of the collectibility of accounts by considering the age of each outstanding invoice, the collection history of each customer, and an evaluation of current expected risk of credit loss based on current conditions and reasonable and supportable forecasts of future economic conditions over the life of the receivable. We assess collectibility by reviewing accounts receivable on an aggregated basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. Amounts deemed uncollectible are recorded as an allowance in the condensed consolidated balance sheets with an offsetting decrease in deferred revenue or a charge to general and administrative expense in the condensed consolidated statements of operations. As of October 31, 2020, allowances reflect collectibility and concession concerns stemming from business and market disruption caused by COVID-19 and may fluctuate materially in future periods as the duration and severity of the impact of the COVID-19 pandemic remains uncertain. Concentrations of Significant Customers As of October 31, 2020, one channel partner represented approximately 13% of accounts receivable. As of January 31, 2020, no single customer represented greater than 10% of accounts receivable. For the nine months ended October 31, 2020 and 2019, no single customer represented greater than 10% of revenue. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, which changes the existing incurred loss impairment model for financial assets held at amortized cost. The new model uses a forward-looking expected loss method to calculate credit loss estimates. ASU 2016-13 also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The Company adopted the requirements of ASU 2016-13 as of February 1, 2020 on a modified retrospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. The Company adopted the requirements of ASU 2018-15 as of February 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation and clarifies the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company early adopted ASU 2019-12 as of February 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS), which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the timing, method of adoption and overall impact of this standard on its consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Oct. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On March 18, 2019, the Company acquired all issued and outstanding capital stock of Azuqua, Inc. (Azuqua), a company which provides a no-code, cloud-based integration platform that automates workflows between applications and services. The acquisition date cash consideration transferred for Azuqua was $44.2 million, net of $1.1 million in cash acquired. The Company recorded $15.7 million for developed technology intangible assets with an estimated useful life of five years and recorded $29.9 million of goodwill which is primarily attributed to the assembled workforce as well as the integration of Azuqua’s technology and the Company’s technology. The Company incurred $3.0 million of acquisition-related costs, which were recorded as general and administrative expense in the quarter ended April 30, 2019. In connection with Azuqua and prior acquisitions, the Company entered into deferred compensation arrangements totaling $10.8 million, of which $2.6 million was recognized as compensation during the nine months ended October 31, 2020. The remaining deferred compensation balance of $2.2 million is associated with the acquisition of Azuqua and is being recognized over a future period of 1.4 years subject to continued service with the Company. These acquisitions did not have a material impact on the Company’s condensed consolidated financial statements; therefore, historical and proforma disclosures have not been presented. |
Cash Equivalents and Short-term
Cash Equivalents and Short-term Investments | 9 Months Ended |
Oct. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Short-term Investments | Cash Equivalents and Short-term Investments The amortized cost, unrealized gain (loss) and estimated fair value of the Company’s cash equivalents and short-term investments as of October 31, 2020 and January 31, 2020 were as follows (in thousands): As of October 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value (unaudited) Cash equivalents: Money market funds $ 335,592 $ — $ — $ 335,592 Total cash equivalents 335,592 — — 335,592 Short-term investments: U.S. treasury securities 1,795,309 1,978 (130) 1,797,157 Corporate debt securities 287,523 722 (29) 288,216 Total short-term investments 2,082,832 2,700 (159) 2,085,373 Total $ 2,418,424 $ 2,700 $ (159) $ 2,420,965 As of January 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash equivalents: Money market funds $ 416,584 $ — $ — $ 416,584 U.S. treasury securities 19,996 — — 19,996 Total cash equivalents 436,580 — — 436,580 Short-term investments: U.S. treasury securities 575,920 686 (8) 576,598 Corporate debt securities 305,859 519 — 306,378 Total short-term investments 881,779 1,205 (8) 882,976 Total $ 1,318,359 $ 1,205 $ (8) $ 1,319,556 All short-term investments were designated as available-for-sale securities as of October 31, 2020 and January 31, 2020. The following table presents the contractual maturities of the Company’s short-term investments as of October 31, 2020 (in thousands): As of October 31, 2020 Amortized Cost Estimated Fair Value (unaudited) Due within one year $ 1,285,936 $ 1,288,279 Due between one to five years 796,896 797,094 Total $ 2,082,832 $ 2,085,373 As of October 31, 2020 and January 31, 2020, the Company included $41.0 million and nil, respectively, of unsettled maturities of Short-term investments in Prepaid expenses and other current assets. The Company included $10.9 million and $5.7 million of interest receivable in Prepaid expenses and other current assets as of October 31, 2020 and January 31, 2020, respectively. The Company did not recognize an allowance for credit losses against interest receivable as of October 31, 2020 and January 31, 2020 because such potential losses were not material. The Company had 62 and 7 short-term investments in unrealized loss positions as of October 31, 2020 and January 31, 2020, respectively. There were no material gross unrealized gains or losses from available-for-sale securities and no material realized gains or losses from available-for-sale securities that were reclassified out of accumulated other comprehensive income for the three and nine months ended October 31, 2020 or 2019. For available-for-sale debt securities that have unrealized losses, the Company evaluates whether (i) the Company has the intention to sell any of these investments, (ii) it is not more likely than not that the Company will be required to sell any of these available-for-sale debt securities before recovery of the entire amortized cost basis and (iii) the decline in the fair value of the investment is due to credit or non-credit related factors. Based on this evaluation, the Company determined that for short-term investments, there were no material credit or non-credit related impairments as of October 31, 2020 and January 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures its financial assets at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure as follows: Level 1—Valuations based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2—Valuations based on other inputs that are directly or indirectly observable in the marketplace. Level 3—Valuations based on unobservable inputs that are supported by little or no market activity. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents information about the Company’s financial assets that were measured at fair value on a recurring basis using the above input categories (in thousands): As of October 31, 2020 Level 1 Level 2 Level 3 Total (unaudited) Assets: Cash equivalents: Money market funds $ 335,592 $ — $ — $ 335,592 Total cash equivalents 335,592 — — 335,592 Short-term investments: U.S. treasury securities — 1,797,157 — 1,797,157 Corporate debt securities — 288,216 — 288,216 Total short-term investments — 2,085,373 — 2,085,373 Total cash equivalents and short-term investments $ 335,592 $ 2,085,373 $ — $ 2,420,965 As of January 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 416,584 $ — $ — $ 416,584 U.S. treasury securities — 19,996 — 19,996 Total cash equivalents 416,584 19,996 — 436,580 Short-term investments: U.S. treasury securities — 576,598 — 576,598 Corporate debt securities — 306,378 — 306,378 Total short-term investments — 882,976 — 882,976 Total cash equivalents and short-term investments $ 416,584 $ 902,972 $ — $ 1,319,556 The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above. Fair Value Measurements of Other Financial Instruments The following table presents the carrying amounts and estimated fair values of our financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands): As of October 31, 2020 Net Carrying Amount (1) Estimated Fair Value (unaudited) 2023 convertible senior notes $ 35,614 $ 182,234 2025 convertible senior notes $ 876,852 $ 1,393,052 2026 convertible senior notes $ 856,489 $ 1,316,750 (1) Before unamortized debt issuance costs. The principal amounts of the 2023 convertible senior notes (2023 Notes), the 2025 convertible senior notes (2025 Notes), and the 2026 convertible senior notes (2026 Notes, and together with the 2023 Notes and 2025 Notes, the Notes) are $40.2 million, $1,060.0 million, and $1,150.0 million, respectively. The difference between the principal amounts and the respective net carrying amounts, before unamortized debt issuance costs, represents the unamortized debt discount (See Note 9 for additional details). The estimated fair values of the Notes, which are Level 2 financial instruments, were determined based on the quoted bid prices of the Notes in an over-the-counter market on the last trading day of the reporting period. As of October 31, 2020, the difference between the net carrying amount of the Notes and their estimated fair values represented the equity conversion value premium the market assigned to the Notes. |
Deferred Commissions
Deferred Commissions | 9 Months Ended |
Oct. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Commissions | Deferred CommissionsSales commissions capitalized as contract costs totaled $21.5 million and $15.3 million in the three months ended October 31, 2020 and 2019, respectively, and $51.8 million and $36.7 million in the nine months ended October 31, 2020 and 2019, respectively. Amortization of contract costs was $10.3 million and $7.3 million for the three months ended October 31, 2020 and 2019, respectively, and $28.4 million and $20.5 million for the nine months ended October 31, 2020 and 2019, respectively. There was no impairment loss in relation to the costs capitalized.Deferred Revenue and Performance Obligations Deferred Revenue Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met. Subscription revenue recognized during the three months ended October 31, 2020 and 2019 that was included in the deferred revenue balances at the beginning of the respective periods was $174.0 million and $123.5 million, respectively, and $334.2 million and $224.0 million in the nine months ended October 31, 2020 and 2019, respectively. Professional services and other revenue recognized in the three and nine months ended October 31, 2020 and 2019 from deferred revenue balances at the beginning of the respective periods was not material. Transaction Price Allocated to the Remaining Performance Obligations Transaction price allocated to the remaining performance obligations represents all future, noncancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and noncancelable amounts that will be invoiced and recognized as revenue in future periods. As of October 31, 2020, total remaining noncancelable performance obligations under the Company’s subscription contracts with customers was approximately $1,581.8 million . Of this amount, the Company expects to recognize revenue of approximately $753.2 million, or 48%, over the next 12 months, with the balance to be recognized as revenue thereafter. Revenue from remaining performance obligations for professional services and other contracts as of October 31, 2020 was not material. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 9 Months Ended |
Oct. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill As of October 31, 2020 and January 31, 2020, goodwill was $48.0 million. No goodwill impairments were recorded during the three and nine months ended October 31, 2020 and 2019. Intangible Assets, net Intangible assets consisted of the following (in thousands): As of October 31, 2020 Gross Accumulated Amortization Write-offs Net (unaudited) Capitalized internal-use software costs $ 29,435 $ (18,199) $ — $ 11,236 Purchased developed technology 28,800 (11,101) — 17,699 Software licenses 1,112 (1,094) — 18 $ 59,347 $ (30,394) $ — $ 28,953 As of January 31, 2020 Gross Accumulated Amortization Write-offs Net Capitalized internal-use software costs $ 24,890 $ (14,828) $ (119) $ 9,943 Purchased developed technology 28,800 (6,321) — 22,479 Software licenses 1,112 (1,005) — 107 $ 54,802 $ (22,154) $ (119) $ 32,529 The Company capitalized $1.6 million and $1.8 million of internal-use software costs in the three months ended October 31, 2020 and 2019, respectively and $4.7 million and $3.5 million in the nine months ended October 31, 2020 and 2019, respectively. Stock-based compensation expense included in the total amounts capitalized were immaterial. The remaining weighted-average useful life of all purchased developed technology was 3.3 years as of October 31, 2020. Amortization expense of intangible assets for the three months ended October 31, 2020 and 2019 was $2.7 million and $2.6 million, respectively, and $8.2 million and $7.7 million for the nine months ended October 31, 2020 and 2019, respectively. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 9 Months Ended |
Oct. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Deferred CommissionsSales commissions capitalized as contract costs totaled $21.5 million and $15.3 million in the three months ended October 31, 2020 and 2019, respectively, and $51.8 million and $36.7 million in the nine months ended October 31, 2020 and 2019, respectively. Amortization of contract costs was $10.3 million and $7.3 million for the three months ended October 31, 2020 and 2019, respectively, and $28.4 million and $20.5 million for the nine months ended October 31, 2020 and 2019, respectively. There was no impairment loss in relation to the costs capitalized.Deferred Revenue and Performance Obligations Deferred Revenue Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met. Subscription revenue recognized during the three months ended October 31, 2020 and 2019 that was included in the deferred revenue balances at the beginning of the respective periods was $174.0 million and $123.5 million, respectively, and $334.2 million and $224.0 million in the nine months ended October 31, 2020 and 2019, respectively. Professional services and other revenue recognized in the three and nine months ended October 31, 2020 and 2019 from deferred revenue balances at the beginning of the respective periods was not material. Transaction Price Allocated to the Remaining Performance Obligations Transaction price allocated to the remaining performance obligations represents all future, noncancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and noncancelable amounts that will be invoiced and recognized as revenue in future periods. As of October 31, 2020, total remaining noncancelable performance obligations under the Company’s subscription contracts with customers was approximately $1,581.8 million . Of this amount, the Company expects to recognize revenue of approximately $753.2 million, or 48%, over the next 12 months, with the balance to be recognized as revenue thereafter. Revenue from remaining performance obligations for professional services and other contracts as of October 31, 2020 was not material. |
Convertible Senior Notes, Net
Convertible Senior Notes, Net | 9 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes, Net | Convertible Senior Notes, Net 2023 Convertible Senior Notes The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.25% per year. Interest is payable in cash semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018. The 2023 Notes mature on February 15, 2023 unless earlier repurchased or converted. The Company may not redeem the 2023 Notes prior to maturity. The total net proceeds from the 2023 Notes, after deducting initial purchasers’ discounts and debt issuance costs, was $335.0 million. In September 2019, the Company used part of the net proceeds from the issuance of the 2025 Notes to repurchase a portion of the 2023 Notes, which consisted of a repurchase of $224.4 million aggregate principal amount of the 2023 Notes in privately-negotiated transactions, for aggregate consideration of $604.8 million, consisting of approximately $224.4 million in cash and approximately 3.0 million shares of Class A common stock (First Partial Repurchase of 2023 Notes). The $604.8 million in aggregate consideration was allocated between the debt and equity components in the amounts of $197.7 million and $407.1 million respectively, using an effective interest rate of 4.00% to determine the fair value of the liability component. As of the repurchase date, the carrying value of the notes subject to the First Partial Repurchase of 2023 Notes, net of unamortized debt discount and issuance costs, was $183.1 million. The First Partial Repurchase of 2023 Notes resulted in a $14.6 million loss on early debt extinguishment during the three and nine months ended October 31, 2019, of which $3.8 million consisted of unamortized debt issuance costs. In June 2020, the Company used part of the net proceeds from the issuance of the 2026 Notes to repurchase a portion of the 2023 Notes, which consisted of a repurchase of $69.9 million aggregate principal amount of the 2023 Notes in privately-negotiated transactions, for aggregate consideration of $260.5 million, consisting of approximately $0.2 million in cash and approximately 1.4 million shares of Class A common stock (Second Partial Repurchase of 2023 Notes, and together with the First Partial Repurchase of 2023 Notes, the 2023 Notes Partial Repurchases). The $260.5 million in aggregate consideration was allocated between the debt and equity components in the amounts of $61.8 million and $198.7 million respectively, using an effective interest rate of 4.90% to determine the fair value of the liability component. As of the repurchase date, the carrying value of the notes subject to the Second Partial Repurchase of 2023 Notes, net of unamortized debt discount and issuance costs, was $59.6 million. The Second Partial Repurchase of 2023 Notes resulted in a $2.2 million loss on early debt extinguishment during the nine months ended October 31, 2020, of which $1.0 million consisted of unamortized debt issuance costs. The interest rates used in the 2023 Notes Partial Repurchases were based on the income and market based approaches used to determine the effective interest rate of the 2025 Notes and 2026 Notes, adjusted for the remaining tenor of the 2023 Notes. As of October 31, 2020, $40.2 million of principal remained outstanding on the 2023 Notes. The terms of the 2023 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the 2023 Indenture). Upon conversion, the 2023 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election. The 2023 Notes are convertible at an initial conversion rate of 20.6795 shares of Class A common stock per $1,000 principal amount of the 2023 Notes, which is equal to an initial conversion price of approximately $48.36 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2023 Indenture. Prior to the close of business on the business day immediately preceding October 15, 2022, holders of the 2023 Notes may convert all or a portion of their 2023 Notes only in multiples of $1,000 principal amount, under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on April 30, 2018 (and only during such fiscal quarter), if the last reported sale price of Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the 2023 Notes on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2023 Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on such trading day; or • upon the occurrence of specified corporate events, as described in the 2023 Indenture. On or after October 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2023 Notes regardless of the foregoing circumstances. For at least twenty trading days during the period of thirty consecutive trading days ended October 31, 2020, the last reported sale price of the Company’s common stock was equal to or exceeded 130% of the conversion price of the 2023 Notes on each applicable trading day. As a result, the 2023 Notes are convertible at the option of the holders during the fiscal quarter ending January 31, 2021 and were classified as current liabilities on the condensed consolidated balance sheet as of October 31, 2020. During the three and nine months ended October 31, 2020, the Company paid approximately $0.3 million in cash and issued approximately 0.2 million shares of Class A common stock to settle approximately $10.4 million principal amount of 2023 Notes (not in connection with the 2023 Notes Partial Repurchases). The loss on early note conversion was not material. No requests to convert material amounts of notes are currently outstanding. Holders of the 2023 Notes who convert their 2023 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2023 Indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2023 Indenture), holders of the 2023 Notes may require the Company to repurchase all or a portion of their 2023 Notes at a price equal to 100% of the principal amount of the 2023 Notes being repurchased, plus any accrued and unpaid interest. In accounting for the issuance of the 2023 Notes, the Company separated the 2023 Notes into liability and equity components, using an effective interest rate of 5.68% to determine the fair value of the liability component. This interest rate was based on both an income and a market based approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate. For the market approach, the Company observed the price of the Note Hedges (see below) it purchased for its 2023 Notes and also performed an evaluation of issuances of convertible debt securities by other companies with similar credit risk ratings at the time of issuance. The following table sets forth total interest expense recognized related to the 2023 Notes (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Contractual interest expense $ 27 $ 99 $ 154 $ 530 Amortization of debt issuance costs 49 214 266 862 Amortization of debt discount 511 2,403 2,839 9,868 Total $ 587 $ 2,716 $ 3,259 $ 11,260 Total initial issuance costs of $10.0 million related to the 2023 Notes were allocated between liability and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2023 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company initially recorded liability issuance costs of $7.7 million and equity issuance costs of $2.3 million. The 2023 Notes, net consisted of the following (in thousands): As of October 31, 2020 (unaudited) Liability component: Principal $ 40,246 Less: unamortized debt issuance costs and debt discount (5,115) Net carrying amount $ 35,131 As of October 31, 2020 (unaudited) Equity component: 2023 Notes $ 9,328 Less: issuance costs (271) Carrying amount of the equity component (1) $ 9,057 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. Note Hedges In connection with the pricing of the 2023 Notes, the Company entered into convertible note hedges with respect to its Class A common stock (Note Hedges). The Note Hedges are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2023 Notes, approximately 7.1 million shares of its Class A common stock for approximately $48.36 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2023 Notes, exercisable upon conversion of the 2023 Notes. The Note Hedges will expire in 2023, if not exercised earlier. The Note Hedges are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2023 Notes under certain circumstances. The Note Hedges are separate transactions and are not part of the terms of the 2023 Notes. The Company paid an aggregate amount of $80.0 million for the Note Hedges. The amount paid for the Note Hedges was recorded as a reduction to Additional paid-in capital in the condensed consolidated balance sheets. In September 2019 and in June 2020, and in connection with the First Partial Repurchase of 2023 Notes and Second Partial Repurchase of 2023 Notes, the Company terminated Note Hedges corresponding to approximately 4.6 million and 1.4 million shares for cash proceeds of $405.9 million and $195.0 million, respectively. The proceeds were recorded as an increase to Additional paid-in capital in the condensed consolidated balance sheets. During the three months ended October 31, 2020, the Company exercised a portion of the Note Hedges, corresponding to approximately $10.4 million principal amount of 2023 Notes, which will be net share settled in our fiscal fourth quarter in accordance with their contractual terms. As of October 31, 2020, Note Hedges giving the Company the option to purchase approximately 0.8 million shares (subject to adjustment), which excludes the exercised portion to be net share settled in our fiscal fourth quarter, remained outstanding. Warrants In connection with the issuance of the 2023 Notes, the Company also entered into separate warrant transactions pursuant to which it sold net-share-settled (or, at the Company’s election subject to certain conditions, cash-settled) warrants (Warrants) to acquire, subject to anti-dilution adjustments, up to approximately 7.1 million shares over 80 scheduled trading days beginning in May 2023 of the Company’s Class A common stock at an initial exercise price of approximately $68.06 per share (subject to adjustment). If the Warrants are not exercised on their exercise dates, they will expire. If the market value per share of the Company’s Class A common stock exceeds the applicable exercise price of the Warrants, the Warrants could have a dilutive effect on the Company’s Class A common stock unless, subject to the terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants are separate transactions and are not part of the terms of the 2023 Notes or the Note Hedges. The Company received aggregate proceeds of $52.4 million from the sale of the Warrants in connection with the 2023 Notes. The proceeds from the sale of the Warrants were recorded as an increase to Additional paid-in capital in the condensed consolidated balance sheets. In September 2019 and in June 2020, and in connection with the First Partial Repurchase of 2023 Notes and Second Partial Repurchase of 2023 Notes, the Company terminated Warrants corresponding to approximately 4.6 million and 1.4 million shares for total cash payments of $358.6 million and $175.4 million, respectively. The termination payments were recorded as a decrease to Additional paid-in capital in the condensed consolidated balance sheets. As of October 31, 2020, Warrants to acquire up to approximately 1.0 million shares (subject to adjustment) remained outstanding. 2025 Convertible Senior Notes The 2025 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.125% per year. Interest is payable in cash semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020. The 2025 Notes mature on September 1, 2025 unless earlier redeemed, repurchased or converted. The total net proceeds from the 2025 Notes, after deducting initial purchasers’ discounts and debt issuance costs, were $1,040.7 million. The terms of the 2025 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the 2025 Indenture). Upon conversion, the 2025 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election. The 2025 Notes are convertible at an initial conversion rate of 5.2991 shares of Class A common stock per $1,000 principal amount of the 2025 Notes, which is equal to an initial conversion price of approximately $188.71 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2025 Indenture. Prior to the close of business on the business day immediately preceding June 1, 2025, holders of the 2025 Notes may convert all or a portion of their 2025 Notes only in multiples of $1,000 principal amount, under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2020 (and only during such fiscal quarter), if the last reported sale price of Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the 2025 Notes on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2025 Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on such trading day; • if the Company calls the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events, as described in the 2025 Indenture. On or after June 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 Notes regardless of the foregoing circumstances. During the three months ended October 31, 2020, the conditions allowing holders of the 2025 Notes to convert were not met. The Company may redeem for cash all or any portion of the 2025 Notes, at its option, on or after September 6, 2022, if the last reported sale price of the Company’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. During the three months ended October 31, 2020, the Company did not redeem any of the 2025 Notes. Holders of the 2025 Notes who convert their 2025 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2025 Indenture) or in connection with the Company’s issuance of a redemption notice are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase all or a portion of their 2025 Notes at a price equal to 100% of the principal amount of the 2025 Notes being repurchased, plus any accrued and unpaid interest. In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components using an effective interest rate of 4.10% to determine the fair value of the liability component. This interest rate was based on both an income and a market based approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate. For the market approach, the Company performed an evaluation of issuances of convertible debt securities by other companies with similar credit risk ratings at the time of issuance. The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Contractual interest expense $ 332 $ 188 $ 994 $ 188 Amortization of debt issuance costs 530 275 1,554 275 Amortization of debt discount 8,526 4,649 25,320 4,649 Total $ 9,388 $ 5,112 $ 27,868 $ 5,112 Total issuance costs of $19.3 million related to the 2025 Notes were allocated between liability and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2025 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company recorded liability issuance costs of $15.3 million and equity issuance costs of $4.0 million. The 2025 Notes, net consisted of the following (in thousands): As of October 31, 2020 (unaudited) Liability component: Principal $ 1,060,000 Less: unamortized debt issuance costs and debt discount (196,126) Net carrying amount $ 863,874 At Issuance Equity component: 2025 Notes $ 221,387 Less: issuance costs (4,040) Carrying amount of the equity component (1) $ 217,347 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. 2025 Capped Calls In connection with the pricing of the 2025 Notes, the Company entered into capped call transactions with respect to its Class A common stock (2025 Capped Calls). The 2025 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2025 Notes, approximately 5.6 million shares of its Class A common stock for approximately $188.71 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2025 Notes, exercisable upon conversion of the 2025 Notes. The 2025 Capped Calls have initial cap prices of $255.88 per share (subject to adjustment) and will expire in 2025, if not exercised earlier. The 2025 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2025 Notes under certain circumstances. The Capped Calls are separate transactions and are not part of the terms of the 2025 Notes. The Company paid an aggregate amount of $74.1 million for the 2025 Capped Calls. The amount paid for the 2025 Capped Calls was recorded as a reduction to Additional paid-in capital in the condensed consolidated balance sheets. 2026 Convertible Senior Notes The 2026 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.375% per year. Interest is payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2026 Notes mature on June 15, 2026 unless earlier redeemed, repurchased or converted. The total net proceeds from the 2026 Notes, after deducting initial purchasers’ discounts and debt issuance costs, were $1,134.8 million. The terms of the 2026 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the 2026 Indenture, and together with the 2023 Indenture and 2025 Indenture, the Indentures). Upon conversion, the 2026 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election. The 2026 Notes are convertible at an initial conversion rate of 4.1912 shares of Class A common stock per $1,000 principal amount of the 2026 Notes, which is equal to an initial conversion price of approximately $238.60 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Prior to the close of business on the business day immediately preceding March 15, 2026, holders of the 2026 Notes may convert all or a portion of their 2026 Notes only in multiples of $1,000 principal amount, under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on October 31, 2020 (and only during such fiscal quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the 2026 Notes on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2026 Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate on such trading day; • if the Company calls the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events, as described in the Indenture. On or after March 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes regardless of the foregoing circumstances. During the three months ended October 31, 2020, the conditions allowing holders of the 2026 Notes to convert were not met. The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after June 20, 2023, if the last reported sale price of the Company’s Class A 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 the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which we provide notice of redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. During the three months ended October 31, 2020, the Company did not redeem any of the 2026 Notes. Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) or in connection with the Company’s issuance of a redemption notice are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the Indenture), holders of the 2026 Notes may require the Company to repurchase all or a portion of their 2026 Notes at a price equal to 100% of the principal amount of the 2026 Notes being repurchased, plus any accrued and unpaid interest. In accounting for the issuance of the 2026 Notes, the Company separated the 2026 Notes into liability and equity components using an effective interest rate of 5.75% to determine the fair value of the liability component. This interest rate was based on both an income and a market based approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility, the risk-free rate and observable trading activity for the Company’s existing Notes. For the market approach, the Company performed an evaluation of issuances of debt securities without conversion features by other companies with similar credit risk ratings at the time of issuance. The following table sets forth total interest expense recognized related to the 2026 Notes (in thousands): Three Months Ended Nine Months Ended October 31, 2020 (unaudited) Contractual interest expense $ 1,078 $ 1,653 Amortization of debt issuance costs 318 483 Amortization of debt discount 10,997 16,799 Total $ 12,393 $ 18,935 Total issuance costs of $15.2 million related to the 2026 Notes were allocated between liability and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2026 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company recorded liability issuance costs of $11.0 million and equity issuance costs of $4.1 million. The 2026 Notes, net consisted of the following (in thousands): As of October 31, 2020 (unaudited) Liability component: Principal $ 1,150,000 Less: unamortized debt issuance costs and debt discount (304,097) Net carrying amount $ 845,903 At Issuance (unaudited) Equity component: 2026 Notes $ 310,311 Less: issuance costs (4,090) Carrying amount of the equity component (1) $ 306,221 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. 2026 Capped Calls In connection with the pricing of the 2026 Notes, the Company entered into capped call transactions with respect to its Class A common stock (2026 Capped Calls). The 2026 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2026 Notes, approximately 4.8 million shares of its Class A common stock for approximately $238.60 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2026 Notes, exercisable upon conversion of the 2026 Notes. The 2026 Capped Calls have initial cap prices of $360.14 per share (subject to adjustment) and will expire in 2026, if not exercised earlier. The 2026 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2026 Notes under certain circumstances. The 2026 Capped Calls are separate transactions and are not part of the terms of the 2026 Notes. |
Leases
Leases | 9 Months Ended |
Oct. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancelable office space operating leases with original lease periods expiring between 2021 and 2028. These leases do not contain material variable rent payments, residual value guarantees, covenants or other restrictions. Operating lease costs were as follows (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Operating lease cost (1) $ 8,554 $ 5,882 $ 24,258 $ 16,965 (1) Amounts are presented exclusive of sublease income and include short-term leases, which are immaterial. The weighted-average remaining term of the Company’s operating leases was 7.1 and 7.9 years and the weighted-average discount rate used to measure the present value of the operating lease liabilities was 5.6% and 5.7% as of October 31, 2020 and January 31, 2020, respectively. Maturities of the Company’s operating lease liabilities, which do not include short-term leases, as of October 31, 2020 were as follows (in thousands): Operating Leases (unaudited) 2021 $ 5,475 2022 37,094 2023 37,758 2024 38,655 2025 36,111 Thereafter 99,860 Total lease payments 254,953 Less imputed interest (47,078) Total operating lease liabilities $ 207,875 Cash payments included in the measurement of the Company’s operating lease liabilities were $7.7 million and $6.1 million for the three months ended October 31, 2020 and 2019, respectively, and $22.7 million and $10.9 million for the nine months ended October 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit In conjunction with the execution of certain office space operating leases, letters of credit in the aggregate amount of $11.2 million and $11.9 million were issued and outstanding as of October 31, 2020 and January 31, 2020, respectively. No draws have been made under such letters of credit. Legal Matters From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. There were no such material matters as of October 31, 2020. |
Employee Incentive Plans
Employee Incentive Plans | 9 Months Ended |
Oct. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Employee Incentive Plans | Employee Incentive Plans The Company’s equity incentive plans provide for granting stock options, restricted stock units (RSUs) and restricted stock awards to employees, consultants, officers and directors. In addition, the Company offers an Employee Stock Purchase Plan (ESPP) to eligible employees. Stock-based compensation expense was recorded in the following cost and expense categories in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Cost of revenue Subscription $ 6,090 $ 3,604 $ 15,229 $ 9,137 Professional services and other 2,113 1,900 5,924 5,292 Research and development 17,546 10,894 44,434 26,322 Sales and marketing 14,368 10,937 38,693 26,959 General and administrative 13,535 8,400 35,494 21,984 Total $ 53,652 $ 35,735 $ 139,774 $ 89,694 Stock-based compensation expense recorded to research and development in the condensed consolidated statements of operations excludes amounts that were capitalized related to internal-use software for the three and nine months ended October 31, 2020 and 2019. Equity Incentive Plans The Company has two equity incentive plans: the 2009 Stock Plan (2009 Plan) and the 2017 Equity Incentive Plan (2017 Plan). All shares that remain available for future grants are under the 2017 Plan. As of October 31, 2020, options to purchase 1,176,642 shares of Class A common stock and 8,065,566 shares of Class B common stock remained outstanding. Shares of common stock reserved for future issuance were as follows: As of October 31, 2020 (unaudited) Stock options and unvested RSUs outstanding 14,069,326 Available for future stock option and RSU grants 20,720,051 Available for ESPP 4,752,501 39,541,878 Stock Options A summary of the Company’s stock option activity and related information was as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2020 12,359,302 $ 11.82 6.2 $ 1,436,487 Granted 402,891 145.08 Exercised (3,383,144) 9.92 Canceled (136,841) 19.62 Outstanding as of October 31, 2020 (unaudited) 9,242,208 $ 18.21 5.8 $ 1,770,981 As of October 31, 2020 Vested and exercisable (unaudited) 7,429,026 $ 9.87 5.4 $ 1,485,523 As of October 31, 2020, there was a total of $36.2 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.5 years. Restricted Stock Units A summary of the Company’s RSU activities and related information was as follows: Number of Weighted- Outstanding as of January 31, 2020 4,893,241 $ 77.99 Granted 1,960,358 164.64 Vested (1,667,917) 79.28 Forfeited (358,564) 84.64 Outstanding as of October 31, 2020 (unaudited) 4,827,118 $ 112.24 As of October 31, 2020, there was $501.8 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.6 years based on vesting under the award service conditions. Employee Stock Purchase Plan The ESPP provides for 12-month offering periods beginning June 21 and December 21 of each year, and each offering period consists of up to two six-month purchase periods. The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Expected volatility —% —% 50% - 54% 43% - 59% Expected term (in years) — — 0.5 - 1.0 0.5 - 1.0 Risk-free interest rate —% —% 0.17% - 0.18% 1.95% - 2.05% Expected dividend yield — — — — During the nine months ended October 31, 2020, the Company’s employees purchased 127,734 shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $100.38 per share, with total proceeds of $12.8 million. As of October 31, 2020, there was $2.0 million of unrecognized stock-based compensation expense related to the ESPP that is expected to be recognized over an average vesting period of 0.5 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and nine months ended October 31, 2020, the Company recorded a tax provision of $0.2 million and tax benefit of $0.6 million on a pretax loss of $72.6 million and $191.2 million, respectively. The effective tax rate for the three and nine months ended October 31, 2020 was (0.3)% and 0.3%, respectively. The effective tax rate differs from the statutory rate primarily as a result of not recognizing deferred tax assets for U.S. losses due to a full valuation allowance against U.S. deferred tax assets and excess tax benefits from stock-based compensation in the United Kingdom. The tax benefit recognized for the nine months ended October 31, 2020 was partially offset by income tax expense in profitable foreign jurisdictions and U.S. state taxes. For the three and nine months ended October 31, 2019, the Company recorded a tax provision of $0.3 million and tax benefit of $2.3 million on pretax losses of $63.1 million and $160.7 million, respectively. The effective tax rate for the three and nine months ended October 31, 2019 was (0.6)% and 1.4%, respectively. The effective tax rate differs from the statutory rate primarily as a result of not recognizing deferred tax assets for U.S. losses due to a full valuation allowance against U.S. deferred tax assets, release of the valuation allowance in the United States in connection with the Azuqua acquisition and excess tax benefits from stock-based compensation in the United Kingdom. The tax benefit recognized for the nine months ended October 31, 2019 was partially offset by income tax expense in profitable foreign jurisdictions and U.S. state taxes. On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future use of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. The Company does not expect there to be a material tax impact on its condensed consolidated financial statements at this time, and will continue to assess the implications of the CARES Act and its continuing developments and interpretations. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Oct. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Class A Class B Class A Class B Class A Class B Class A Class B (unaudited) Numerator: Net loss $ (68,146) $ (4,618) $ (58,761) $ (4,734) $ (177,887) $ (12,639) $ (145,139) $ (13,302) Denominator: Weighted-average shares outstanding, basic and diluted 120,637 8,176 110,105 8,871 117,849 8,373 105,893 9,705 Net loss per share, basic and diluted $ (0.56) $ (0.56) $ (0.53) $ (0.53) $ (1.51) $ (1.51) $ (1.37) $ (1.37) As the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): As of October 31, 2020 2019 (unaudited) Issued and outstanding stock options 9,242 13,426 Unvested RSUs issued and outstanding 4,827 5,101 Unvested restricted stock awards issued and outstanding — 177 Unvested shares subject to repurchase 1 7 Shares committed under the ESPP 137 209 Shares related to the 2023 Notes 832 2,494 Shares subject to warrants related to the issuance of the 2023 Notes 1,048 2,494 Shares related to the 2025 Notes 5,617 5,617 Shares related to the 2026 Notes 4,820 — 26,524 29,525 The Company uses the if-converted method for calculating any potential dilutive effect of the conversion options embedded in the Notes on diluted net income per share, if applicable. The conversion options of the 2023, 2025 and 2026 Notes are dilutive in periods of net income on a weighted average basis using an assumed conversion date equal to the later of the beginning of the reporting period and the date of issuance of the respective Notes. The exercise rights of the Warrants will have a dilutive impact on net income per share of common stock under the treasury-stock method when the average market price per share of the Company’s Class A common stock for a given period exceeds the conversion price of $68.06 per share. During the three and nine months ended October 31, 2020, the average price per share of the Company’s Class A common stock exceeded the exercise price of the Warrants; however, since the Company is in a net loss position, there was no dilutive effect during any period presented. |
Accounting Standards and Sign_2
Accounting Standards and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). |
Principles of Consolidation | All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of January 31, 2020, included herein, was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the results of operations for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2021 or any future period. |
Fiscal Period | The Company’s fiscal year ends on January 31. References to fiscal 2021, for example, refer to the fiscal year ending January 31, 2021. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the stand alone selling price (SSP) for each distinct performance obligation included in customer contracts with multiple performance obligations, the determination of the period of benefit for deferred commissions, the determination of the effective interest rate of the liability components of its convertible senior notes, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of deferred income tax assets, and the valuation of acquired intangible assets. In March 2020, the World Health Organization (WHO) declared the outbreak of the novel coronavirus (COVID-19) a pandemic, which continues to spread across the globe. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the condensed consolidated financial statements for the three and nine months ended October 31, 2020. As events continue to evolve and additional information becomes available, our assumptions and estimates may change materially in future periods. |
Short-Term Investments | The Company’s short-term investments comprise U.S. treasury securities and corporate debt securities. The Company determines the appropriate classification of its short-term investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its short-term investments as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, short-term investments, including securities with stated maturities beyond twelve months, are classified within current assets in the consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period and are periodically evaluated for unrealized losses. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance and recognizes a corresponding loss in interest income and other, net when the impairment is incurred. Unrealized non-credit related losses and unrealized gains are reported as a separate component of accumulated other comprehensive loss in the condensed consolidated balance sheets until realized. Realized gains and losses are determined based on the specific identification method and are reported in interest income and other, net in the condensed consolidated statements of operations. |
Accounts Receivable and Allowances | Accounts receivable are recorded at the invoiced amount, net of allowances. These allowances are based on the Company’s assessment of the collectibility of accounts by considering the age of each outstanding invoice, the collection history of each customer, and an evaluation of current expected risk of credit loss based on current conditions and reasonable and supportable forecasts of future economic conditions over the life of the receivable. We assess collectibility by reviewing accounts receivable on an aggregated basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. Amounts deemed uncollectible are recorded as an allowance in the condensed consolidated balance sheets with an offsetting decrease in deferred revenue or a charge to general and administrative expense in the condensed consolidated statements of operations.As of October 31, 2020, allowances reflect collectibility and concession concerns stemming from business and market disruption caused by COVID-19 and may fluctuate materially in future periods as the duration and severity of the impact of the COVID-19 pandemic remains uncertain. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, which changes the existing incurred loss impairment model for financial assets held at amortized cost. The new model uses a forward-looking expected loss method to calculate credit loss estimates. ASU 2016-13 also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The Company adopted the requirements of ASU 2016-13 as of February 1, 2020 on a modified retrospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. The Company adopted the requirements of ASU 2018-15 as of February 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation and clarifies the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company early adopted ASU 2019-12 as of February 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS), which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the timing, method of adoption and overall impact of this standard on its consolidated financial statements. |
Cash Equivalents and Short-te_2
Cash Equivalents and Short-term Investments (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Amortized Costs, Unrealized Gains and Losses and Estimated Fair Value of Cash Equivalents and Short-term Investments | The amortized cost, unrealized gain (loss) and estimated fair value of the Company’s cash equivalents and short-term investments as of October 31, 2020 and January 31, 2020 were as follows (in thousands): As of October 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value (unaudited) Cash equivalents: Money market funds $ 335,592 $ — $ — $ 335,592 Total cash equivalents 335,592 — — 335,592 Short-term investments: U.S. treasury securities 1,795,309 1,978 (130) 1,797,157 Corporate debt securities 287,523 722 (29) 288,216 Total short-term investments 2,082,832 2,700 (159) 2,085,373 Total $ 2,418,424 $ 2,700 $ (159) $ 2,420,965 As of January 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash equivalents: Money market funds $ 416,584 $ — $ — $ 416,584 U.S. treasury securities 19,996 — — 19,996 Total cash equivalents 436,580 — — 436,580 Short-term investments: U.S. treasury securities 575,920 686 (8) 576,598 Corporate debt securities 305,859 519 — 306,378 Total short-term investments 881,779 1,205 (8) 882,976 Total $ 1,318,359 $ 1,205 $ (8) $ 1,319,556 |
Schedule of Contractual Maturities of Short-term Investments | The following table presents the contractual maturities of the Company’s short-term investments as of October 31, 2020 (in thousands): As of October 31, 2020 Amortized Cost Estimated Fair Value (unaudited) Due within one year $ 1,285,936 $ 1,288,279 Due between one to five years 796,896 797,094 Total $ 2,082,832 $ 2,085,373 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets that were measured at fair value on a recurring basis using the above input categories (in thousands): As of October 31, 2020 Level 1 Level 2 Level 3 Total (unaudited) Assets: Cash equivalents: Money market funds $ 335,592 $ — $ — $ 335,592 Total cash equivalents 335,592 — — 335,592 Short-term investments: U.S. treasury securities — 1,797,157 — 1,797,157 Corporate debt securities — 288,216 — 288,216 Total short-term investments — 2,085,373 — 2,085,373 Total cash equivalents and short-term investments $ 335,592 $ 2,085,373 $ — $ 2,420,965 As of January 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 416,584 $ — $ — $ 416,584 U.S. treasury securities — 19,996 — 19,996 Total cash equivalents 416,584 19,996 — 436,580 Short-term investments: U.S. treasury securities — 576,598 — 576,598 Corporate debt securities — 306,378 — 306,378 Total short-term investments — 882,976 — 882,976 Total cash equivalents and short-term investments $ 416,584 $ 902,972 $ — $ 1,319,556 |
Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note | The following table presents the carrying amounts and estimated fair values of our financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands): As of October 31, 2020 Net Carrying Amount (1) Estimated Fair Value (unaudited) 2023 convertible senior notes $ 35,614 $ 182,234 2025 convertible senior notes $ 876,852 $ 1,393,052 2026 convertible senior notes $ 856,489 $ 1,316,750 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, net | Intangible assets consisted of the following (in thousands): As of October 31, 2020 Gross Accumulated Amortization Write-offs Net (unaudited) Capitalized internal-use software costs $ 29,435 $ (18,199) $ — $ 11,236 Purchased developed technology 28,800 (11,101) — 17,699 Software licenses 1,112 (1,094) — 18 $ 59,347 $ (30,394) $ — $ 28,953 As of January 31, 2020 Gross Accumulated Amortization Write-offs Net Capitalized internal-use software costs $ 24,890 $ (14,828) $ (119) $ 9,943 Purchased developed technology 28,800 (6,321) — 22,479 Software licenses 1,112 (1,005) — 107 $ 54,802 $ (22,154) $ (119) $ 32,529 |
Convertible Senior Notes, Net (
Convertible Senior Notes, Net (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the 2023 Notes (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Contractual interest expense $ 27 $ 99 $ 154 $ 530 Amortization of debt issuance costs 49 214 266 862 Amortization of debt discount 511 2,403 2,839 9,868 Total $ 587 $ 2,716 $ 3,259 $ 11,260 Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Contractual interest expense $ 332 $ 188 $ 994 $ 188 Amortization of debt issuance costs 530 275 1,554 275 Amortization of debt discount 8,526 4,649 25,320 4,649 Total $ 9,388 $ 5,112 $ 27,868 $ 5,112 Three Months Ended Nine Months Ended October 31, 2020 (unaudited) Contractual interest expense $ 1,078 $ 1,653 Amortization of debt issuance costs 318 483 Amortization of debt discount 10,997 16,799 Total $ 12,393 $ 18,935 |
Schedule of Liability and Equity Component of 2023. 2025 and 2026 Notes | The 2023 Notes, net consisted of the following (in thousands): As of October 31, 2020 (unaudited) Liability component: Principal $ 40,246 Less: unamortized debt issuance costs and debt discount (5,115) Net carrying amount $ 35,131 As of October 31, 2020 (unaudited) Equity component: 2023 Notes $ 9,328 Less: issuance costs (271) Carrying amount of the equity component (1) $ 9,057 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. The 2025 Notes, net consisted of the following (in thousands): As of October 31, 2020 (unaudited) Liability component: Principal $ 1,060,000 Less: unamortized debt issuance costs and debt discount (196,126) Net carrying amount $ 863,874 At Issuance Equity component: 2025 Notes $ 221,387 Less: issuance costs (4,040) Carrying amount of the equity component (1) $ 217,347 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. The 2026 Notes, net consisted of the following (in thousands): As of October 31, 2020 (unaudited) Liability component: Principal $ 1,150,000 Less: unamortized debt issuance costs and debt discount (304,097) Net carrying amount $ 845,903 At Issuance (unaudited) Equity component: 2026 Notes $ 310,311 Less: issuance costs (4,090) Carrying amount of the equity component (1) $ 306,221 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Lease Costs | Operating lease costs were as follows (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Operating lease cost (1) $ 8,554 $ 5,882 $ 24,258 $ 16,965 (1) Amounts are presented exclusive of sublease income and include short-term leases, which are immaterial. |
Schedule of Maturities of Operating Leases | Maturities of the Company’s operating lease liabilities, which do not include short-term leases, as of October 31, 2020 were as follows (in thousands): Operating Leases (unaudited) 2021 $ 5,475 2022 37,094 2023 37,758 2024 38,655 2025 36,111 Thereafter 99,860 Total lease payments 254,953 Less imputed interest (47,078) Total operating lease liabilities $ 207,875 |
Employee Incentive Plans (Table
Employee Incentive Plans (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense by Statement of Operations Location | Stock-based compensation expense was recorded in the following cost and expense categories in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Cost of revenue Subscription $ 6,090 $ 3,604 $ 15,229 $ 9,137 Professional services and other 2,113 1,900 5,924 5,292 Research and development 17,546 10,894 44,434 26,322 Sales and marketing 14,368 10,937 38,693 26,959 General and administrative 13,535 8,400 35,494 21,984 Total $ 53,652 $ 35,735 $ 139,774 $ 89,694 |
Schedule of Shares of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance were as follows: As of October 31, 2020 (unaudited) Stock options and unvested RSUs outstanding 14,069,326 Available for future stock option and RSU grants 20,720,051 Available for ESPP 4,752,501 39,541,878 |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity and related information was as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2020 12,359,302 $ 11.82 6.2 $ 1,436,487 Granted 402,891 145.08 Exercised (3,383,144) 9.92 Canceled (136,841) 19.62 Outstanding as of October 31, 2020 (unaudited) 9,242,208 $ 18.21 5.8 $ 1,770,981 As of October 31, 2020 Vested and exercisable (unaudited) 7,429,026 $ 9.87 5.4 $ 1,485,523 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the Company’s RSU activities and related information was as follows: Number of Weighted- Outstanding as of January 31, 2020 4,893,241 $ 77.99 Granted 1,960,358 164.64 Vested (1,667,917) 79.28 Forfeited (358,564) 84.64 Outstanding as of October 31, 2020 (unaudited) 4,827,118 $ 112.24 |
Schedule of ESPP Black-Scholes Option Pricing Model Estimated Fair Value Assumptions | The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (unaudited) Expected volatility —% —% 50% - 54% 43% - 59% Expected term (in years) — — 0.5 - 1.0 0.5 - 1.0 Risk-free interest rate —% —% 0.17% - 0.18% 1.95% - 2.05% Expected dividend yield — — — — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Class A Class B Class A Class B Class A Class B Class A Class B (unaudited) Numerator: Net loss $ (68,146) $ (4,618) $ (58,761) $ (4,734) $ (177,887) $ (12,639) $ (145,139) $ (13,302) Denominator: Weighted-average shares outstanding, basic and diluted 120,637 8,176 110,105 8,871 117,849 8,373 105,893 9,705 Net loss per share, basic and diluted $ (0.56) $ (0.56) $ (0.53) $ (0.53) $ (1.51) $ (1.51) $ (1.37) $ (1.37) |
Schedule of Potentially Dilutive Securities Excluded from Diluted Per Share Calculation | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): As of October 31, 2020 2019 (unaudited) Issued and outstanding stock options 9,242 13,426 Unvested RSUs issued and outstanding 4,827 5,101 Unvested restricted stock awards issued and outstanding — 177 Unvested shares subject to repurchase 1 7 Shares committed under the ESPP 137 209 Shares related to the 2023 Notes 832 2,494 Shares subject to warrants related to the issuance of the 2023 Notes 1,048 2,494 Shares related to the 2025 Notes 5,617 5,617 Shares related to the 2026 Notes 4,820 — 26,524 29,525 |
Accounting Standards and Sign_3
Accounting Standards and Significant Accounting Policies - Narrative (Details) | 9 Months Ended |
Oct. 31, 2020 | |
Customer concentration risk | Accounts receivable | One channel partner | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Concentration risk | 13.00% |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | Mar. 18, 2019 | Apr. 30, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2020 |
Business Acquisition [Line Items] | |||||
Payments for business acquisition, net of cash acquired | $ 0 | $ 44,223 | |||
Goodwill | 48,023 | $ 48,023 | |||
Compensation expense | 2,600 | ||||
Azuqua, Inc. | |||||
Business Acquisition [Line Items] | |||||
Payments for business acquisition, net of cash acquired | $ 44,200 | ||||
Cash acquired from acquisition | 1,100 | ||||
Goodwill | 29,900 | ||||
Acquisition related costs | $ 3,000 | ||||
Azuqua, Inc. | Purchased developed technology | |||||
Business Acquisition [Line Items] | |||||
Purchased developed technology | $ 15,700 | ||||
Useful life of acquired intangible assets | 5 years | ||||
Azuqua and prior acquisitions | |||||
Business Acquisition [Line Items] | |||||
Deferred compensation liability | 10,800 | ||||
Remaining balance of noncurrent deferred compensation liability | $ 2,200 | ||||
Period of recognition of deferred compensation | 1 year 4 months 24 days |
Cash Equivalents and Short-te_3
Cash Equivalents and Short-term Investments - Schedule of Amortized Costs, Unrealized Gains and Losses and Estimated Fair Value of Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | $ 2,418,424 | $ 1,318,359 |
Unrealized Gain | 2,700 | 1,205 |
Unrealized Loss | (159) | (8) |
Estimated Fair Value | 2,420,965 | 1,319,556 |
U.S. treasury securities | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 1,795,309 | 575,920 |
Unrealized Gain | 1,978 | 686 |
Unrealized Loss | (130) | (8) |
Estimated Fair Value | 1,797,157 | 576,598 |
Corporate debt securities | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 287,523 | 305,859 |
Unrealized Gain | 722 | 519 |
Unrealized Loss | (29) | 0 |
Estimated Fair Value | 288,216 | 306,378 |
Cash Equivalents | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 335,592 | 436,580 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Estimated Fair Value | 335,592 | 436,580 |
Cash Equivalents | Money market funds | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 335,592 | 416,584 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Estimated Fair Value | 335,592 | 416,584 |
Cash Equivalents | U.S. treasury securities | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 19,996 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Estimated Fair Value | 19,996 | |
Short-term Investments | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 2,082,832 | 881,779 |
Unrealized Gain | 2,700 | 1,205 |
Unrealized Loss | (159) | (8) |
Estimated Fair Value | $ 2,085,373 | $ 882,976 |
Cash Equivalents and Short-te_4
Cash Equivalents and Short-term Investments - Schedule of Contractual Maturities of Short-term Investments (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Amortized Cost | ||
Amortized Cost | $ 2,418,424 | $ 1,318,359 |
Estimated Fair Value | ||
Estimated fair value | 2,420,965 | 1,319,556 |
Short-term Investments | ||
Amortized Cost | ||
Amortized cost, due within one year | 1,285,936 | |
Amortized cost, due between one to five years | 796,896 | |
Amortized Cost | 2,082,832 | 881,779 |
Estimated Fair Value | ||
Estimated fair value, due within one year | 1,288,279 | |
Estimated fair value, due between one to five years | 797,094 | |
Estimated fair value | $ 2,085,373 | $ 882,976 |
Cash Equivalents and Short-te_5
Cash Equivalents and Short-term Investments - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2020USD ($)investment | Oct. 31, 2019USD ($) | Oct. 31, 2020USD ($)investment | Oct. 31, 2019USD ($) | Jan. 31, 2020USD ($)investment | |
Investments, Debt and Equity Securities [Abstract] | |||||
Short-term Investments | $ 41,000,000 | $ 41,000,000 | $ 0 | ||
Interest receivable | $ 10,900,000 | $ 10,900,000 | $ 5,700,000 | ||
Number of short-term investments in unrealized loss positions (in investments) | investment | 62 | 62 | 7 | ||
Gross unrealized gains or losses from available-for-sale securities | $ 0 | $ 0 | $ 0 | $ 0 | |
Realized gains or losses reclassified out of accumulated other comprehensive income | $ 0 | $ 0 | 0 | $ 0 | |
Other-than-temporary impairment short term investment | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Assets: | ||
Cash equivalents, fair value | $ 335,592 | $ 436,580 |
Short term investments, fair value | 2,085,373 | 882,976 |
Total cash equivalents and short-term investments | 2,420,965 | 1,319,556 |
U.S. treasury securities | ||
Assets: | ||
Cash equivalents, fair value | 19,996 | |
Short term investments, fair value | 1,797,157 | 576,598 |
Corporate debt securities | ||
Assets: | ||
Short term investments, fair value | 288,216 | 306,378 |
Money market funds | ||
Assets: | ||
Cash equivalents, fair value | 335,592 | 416,584 |
Level 1 | ||
Assets: | ||
Cash equivalents, fair value | 335,592 | 416,584 |
Short term investments, fair value | 0 | 0 |
Total cash equivalents and short-term investments | 335,592 | 416,584 |
Level 1 | U.S. treasury securities | ||
Assets: | ||
Cash equivalents, fair value | 0 | |
Short term investments, fair value | 0 | 0 |
Level 1 | Corporate debt securities | ||
Assets: | ||
Short term investments, fair value | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Cash equivalents, fair value | 335,592 | 416,584 |
Level 2 | ||
Assets: | ||
Cash equivalents, fair value | 0 | 19,996 |
Short term investments, fair value | 2,085,373 | 882,976 |
Total cash equivalents and short-term investments | 2,085,373 | 902,972 |
Level 2 | U.S. treasury securities | ||
Assets: | ||
Cash equivalents, fair value | 19,996 | |
Short term investments, fair value | 1,797,157 | 576,598 |
Level 2 | Corporate debt securities | ||
Assets: | ||
Short term investments, fair value | 288,216 | 306,378 |
Level 2 | Money market funds | ||
Assets: | ||
Cash equivalents, fair value | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash equivalents, fair value | 0 | 0 |
Short term investments, fair value | 0 | 0 |
Total cash equivalents and short-term investments | 0 | 0 |
Level 3 | U.S. treasury securities | ||
Assets: | ||
Cash equivalents, fair value | 0 | |
Short term investments, fair value | 0 | 0 |
Level 3 | Corporate debt securities | ||
Assets: | ||
Short term investments, fair value | 0 | 0 |
Level 3 | Money market funds | ||
Assets: | ||
Cash equivalents, fair value | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note (Details) - Senior Notes $ in Thousands | Oct. 31, 2020USD ($) |
Net Carrying Amount | Convertible Senior Notes Due 2023 | |
Debt Instrument [Line Items] | |
Convertible senior notes | $ 35,614 |
Net Carrying Amount | Convertible Senior Notes Due 2025 | |
Debt Instrument [Line Items] | |
Convertible senior notes | 876,852 |
Net Carrying Amount | Convertible Senior Notes Due 2026 | |
Debt Instrument [Line Items] | |
Convertible senior notes | 856,489 |
Estimated Fair Value | Convertible Senior Notes Due 2023 | |
Debt Instrument [Line Items] | |
Convertible senior notes | 182,234 |
Estimated Fair Value | Convertible Senior Notes Due 2025 | |
Debt Instrument [Line Items] | |
Convertible senior notes | 1,393,052 |
Estimated Fair Value | Convertible Senior Notes Due 2026 | |
Debt Instrument [Line Items] | |
Convertible senior notes | $ 1,316,750 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 31, 2020USD ($)$ / shares |
Debt Instrument [Line Items] | |
Closing price of common stock (in dollars per share) | $ / shares | $ 209.83 |
Convertible Senior Notes Due 2023 | Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 40,246 |
Convertible Senior Notes Due 2025 | Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | 1,060,000 |
Convertible Senior Notes Due 2026 | Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 1,150,000 |
Deferred Commissions (Details)
Deferred Commissions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Sales commissions capitalized as contract costs | $ 21,500,000 | $ 15,300,000 | $ 51,800,000 | $ 36,700,000 |
Amortization of contract costs | 10,300,000 | 7,300,000 | 28,400,000 | 20,500,000 |
Impairment loss related to costs capitalized | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 48,023,000 | $ 48,023,000 | $ 48,023,000 | ||
Goodwill impairments | 0 | $ 0 | 0 | $ 0 | |
Capitalized internal-use software | 1,600,000 | 1,800,000 | 4,700,000 | 3,500,000 | |
Intangible amortization expense | $ 2,700,000 | $ 2,600,000 | $ 8,200,000 | $ 7,700,000 | |
Purchased developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life of purchased developed technology | 3 years 3 months 18 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Jan. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 59,347 | $ 54,802 |
Accumulated Amortization | (30,394) | (22,154) |
Write-offs | 0 | (119) |
Net | 28,953 | 32,529 |
Capitalized internal-use software costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 29,435 | 24,890 |
Accumulated Amortization | (18,199) | (14,828) |
Write-offs | 0 | (119) |
Net | 11,236 | 9,943 |
Purchased developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 28,800 | 28,800 |
Accumulated Amortization | (11,101) | (6,321) |
Write-offs | 0 | 0 |
Net | 17,699 | 22,479 |
Software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,112 | 1,112 |
Accumulated Amortization | (1,094) | (1,005) |
Write-offs | 0 | 0 |
Net | $ 18 | $ 107 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized that was included in the contract liability balance | $ 174 | $ 123.5 | $ 334.2 | $ 224 |
Deferred Revenue and Performa_3
Deferred Revenue and Performance Obligations - Performance Obligations (Details) $ in Millions | Oct. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue from remaining performance obligations | $ 1,581.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-11-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from remaining performance obligations | $ 753.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 48.00% |
Performance obligations expected to be satisfied, expected timing | 12 months |
Convertible Senior Notes, Net -
Convertible Senior Notes, Net - Convertible Senior Notes (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2019USD ($) | Oct. 31, 2020USD ($)day$ / sharesshares | Oct. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||||||
Loss on early extinguishment of debt | $ 89,000 | $ 14,572,000 | $ 2,263,000 | $ 14,572,000 | ||
Convertible Senior Notes Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Limitation on sale of common stock due to sale price threshold (in days) | day | 80 | |||||
Convertible Senior Notes Due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 130.00% | |||||
Convertible Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 130.00% | |||||
Senior Notes | Convertible Senior Notes Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 0.25% | 0.25% | ||||
Net proceeds from notes | $ 335,000,000 | |||||
Debt repurchased, total consideration | $ 224,400,000 | |||||
Debt repurchase, total consideration | $ 260,500,000 | 604,800,000 | ||||
Consideration allocated to debt component | 61,800,000 | 197,700,000 | ||||
Consideration allocated to equity component | $ 198,700,000 | $ 407,100,000 | ||||
Effective interest rate | 4.90% | 4.00% | 5.68% | 5.68% | ||
Face amount of debt instrument | $ 59,600,000 | $ 183,100,000 | ||||
Loss on early extinguishment of debt | 14,600,000 | $ 2,200,000 | 14,600,000 | |||
Issuance costs | $ 10,000,000 | $ 3,800,000 | 10,000,000 | $ 3,800,000 | ||
Senior notes | 69,900,000 | |||||
Debt repurchase, cash portion | $ 200,000 | |||||
Write off of deferred debt issuance cost | 1,000,000 | |||||
Aggregate principal amount | $ 40,246,000 | $ 40,246,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 48.36 | $ 48.36 | ||||
Limitation on sale of common stock (in days) | day | 20 | |||||
Limitation on sale of common stock due to sale price threshold (in days) | day | 30 | |||||
Threshold percentage of stock price trigger | 130.00% | |||||
Limit within threshold of consecutive trading days | day | 20 | |||||
Percentage of closing sale price in excess of convertible notes | 98.00% | |||||
Repayments of debt | $ 300,000 | $ 300,000 | ||||
Original debt amount | 10,400,000 | $ 10,400,000 | ||||
Redemption price percentage | 100.00% | |||||
Issuance costs attributable to liability component | $ 7,700,000 | $ 7,700,000 | ||||
Initial conversion rate of common stock | 0.0206795 | |||||
Period after consecutive trading days | day | 5 | |||||
Senior Notes | Convertible Senior Notes Due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 0.125% | 0.125% | ||||
Effective interest rate | 4.10% | 4.10% | ||||
Issuance costs | $ 19,300,000 | $ 19,300,000 | ||||
Aggregate principal amount | $ 1,060,000,000 | $ 1,060,000,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 188.71 | $ 188.71 | ||||
Limitation on sale of common stock due to sale price threshold (in days) | day | 30 | |||||
Limit within threshold of consecutive trading days | day | 20 | |||||
Percentage of closing sale price in excess of convertible notes | 98.00% | |||||
Redemption price percentage | 100.00% | |||||
Redemption face amount | $ 0 | $ 0 | ||||
Issuance costs attributable to liability component | $ 15,300,000 | $ 15,300,000 | ||||
Initial conversion rate of common stock | 0.0052991 | |||||
Period after consecutive trading days | day | 5 | |||||
Sales price as a percentage of conversion price | 130.00% | |||||
Proceeds from issuance of debt | $ 1,040,700,000 | |||||
Senior Notes | Convertible Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 0.375% | 0.375% | ||||
Effective interest rate | 5.75% | 5.75% | ||||
Issuance costs | $ 15,200,000 | $ 15,200,000 | ||||
Aggregate principal amount | $ 1,150,000,000 | $ 1,150,000,000 | ||||
Conversion price (in dollars per share) | $ / shares | $ 238.60 | $ 238.60 | ||||
Limitation on sale of common stock due to sale price threshold (in days) | day | 30 | |||||
Limit within threshold of consecutive trading days | day | 20 | |||||
Percentage of closing sale price in excess of convertible notes | 98.00% | |||||
Redemption price percentage | 100.00% | |||||
Redemption face amount | $ 0 | $ 0 | ||||
Issuance costs attributable to liability component | 11,000,000 | $ 11,000,000 | ||||
Initial conversion rate of common stock | 0.0041912 | |||||
Period after consecutive trading days | day | 5 | |||||
Sales price as a percentage of conversion price | 130.00% | |||||
Proceeds from issuance of debt | $ 1,134,800,000 | |||||
Additional Paid-in Capital | Senior Notes | Convertible Senior Notes Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Issuance costs attributable to equity component | $ 2,300,000 | $ 2,300,000 | ||||
Class A Common Stock | Senior Notes | Convertible Senior Notes Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Shares of class a common stock transferred (in shares) | shares | 1.4 | 3 | ||||
Shares issued during the period | shares | 0.2 | 0.2 |
Convertible Senior Notes, Net_2
Convertible Senior Notes, Net - Schedule of Interest Expense (Details) - Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Convertible Senior Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 27 | $ 99 | $ 154 | $ 530 |
Amortization of debt issuance costs | 49 | 214 | 266 | 862 |
Amortization of debt discount | 511 | 2,403 | 2,839 | 9,868 |
Total | 587 | 2,716 | 3,259 | 11,260 |
Convertible Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 332 | 188 | 994 | 188 |
Amortization of debt issuance costs | 530 | 275 | 1,554 | 275 |
Amortization of debt discount | 8,526 | 4,649 | 25,320 | 4,649 |
Total | 9,388 | $ 5,112 | 27,868 | $ 5,112 |
Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 1,078 | 1,653 | ||
Amortization of debt issuance costs | 318 | 483 | ||
Amortization of debt discount | 10,997 | 16,799 | ||
Total | $ 12,393 | $ 18,935 |
Convertible Senior Notes, Net_3
Convertible Senior Notes, Net - Schedule of Liability and Equity Component of Notes (Details) - Senior Notes $ in Thousands | Oct. 31, 2020USD ($) |
Convertible Senior Notes Due 2023 | |
Liability component: | |
Principal | $ 40,246 |
Less: unamortized debt issuance costs and debt discount | (5,115) |
Net carrying amount | 35,131 |
Convertible Senior Notes Due 2025 | |
Liability component: | |
Principal | 1,060,000 |
Less: unamortized debt issuance costs and debt discount | (196,126) |
Net carrying amount | 863,874 |
Convertible Senior Notes Due 2026 | |
Liability component: | |
Principal | 1,150,000 |
Less: unamortized debt issuance costs and debt discount | (304,097) |
Net carrying amount | 845,903 |
Additional Paid-in Capital | Convertible Senior Notes Due 2023 | |
Equity component: | |
Equity component | 9,328 |
Less: issuance costs | (271) |
Carrying amount of the equity component | 9,057 |
Additional Paid-in Capital | Convertible Senior Notes Due 2025 | |
Equity component: | |
Equity component | 221,387 |
Less: issuance costs | (4,040) |
Carrying amount of the equity component | 217,347 |
Additional Paid-in Capital | Convertible Senior Notes Due 2026 | |
Equity component: | |
Equity component | 310,311 |
Less: issuance costs | (4,090) |
Carrying amount of the equity component | $ 306,221 |
Convertible Senior Notes, Net_4
Convertible Senior Notes, Net - Note Hedges and Warrants (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Jun. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Oct. 31, 2020USD ($)day$ / sharesshares | Oct. 31, 2019USD ($)shares | |
Debt Instrument [Line Items] | ||||
Payments for repurchase of Warrants | $ | $ 175,399 | $ 358,622 | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 26,524 | 29,525 | ||
Purchase of capped call on convertible debt | $ | $ 133,975 | $ 74,094 | ||
Convertible Senior Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Shares issuable under warrants granted (in shares) | shares | 1,400 | 4,600 | ||
Number of shares available for purchase (in shares) | shares | 800 | |||
Number of warrants issued subject to anti-dilution adjustments (in shares) | shares | 1,000 | |||
Limitation on sale of common stock due to sale price threshold (in days) | day | 80 | |||
Value of shares issuable under warrants granted (in dollars per share) | $ / shares | $ 68.06 | |||
Proceeds from issuance of warrants related to 2023 convertible senior notes | $ | $ 52,400 | |||
Payments for repurchase of Warrants | $ | $ 175,400 | $ 358,600 | ||
Convertible Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Initial cap price of capped calls (in dollars per share) | $ / shares | $ 255.88 | |||
Purchase of capped call on convertible debt | $ | $ 74,100 | |||
Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Initial cap price of capped calls (in dollars per share) | $ / shares | $ 360.14 | |||
Purchase of capped call on convertible debt | $ | $ 134,000 | |||
Senior Notes | Convertible Senior Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Shares issuable under warrants granted (in shares) | shares | 1,400 | 4,600 | 7,100 | |
Conversion price (in dollars per share) | $ / shares | $ 48.36 | |||
Purchases of hedges related to 2023 convertible senior notes | $ | $ 80,000 | |||
Proceeds from hedges related to convertible senior notes | $ | $ 195,000 | $ 405,900 | ||
Debt repurchased, face amount | $ | $ 10,400 | |||
Number of warrants issued subject to anti-dilution adjustments (in shares) | shares | 7,100 | |||
Limitation on sale of common stock due to sale price threshold (in days) | day | 30 | |||
Limit within threshold of consecutive trading days | day | 20 | |||
Senior Notes | Convertible Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in dollars per share) | $ / shares | $ 188.71 | |||
Limitation on sale of common stock due to sale price threshold (in days) | day | 30 | |||
Limit within threshold of consecutive trading days | day | 20 | |||
Senior Notes | Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in dollars per share) | $ / shares | $ 238.60 | |||
Limitation on sale of common stock due to sale price threshold (in days) | day | 30 | |||
Limit within threshold of consecutive trading days | day | 20 | |||
Shares related to convertible senior notes | Convertible Senior Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 832 | 2,494 | ||
Shares related to convertible senior notes | Convertible Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 5,617 | 5,617 | ||
Shares related to convertible senior notes | Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 4,820 | 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2020 | |
Leases [Abstract] | |||||
Weighted average remaining lease term | 7 years 1 month 6 days | 7 years 1 month 6 days | 7 years 10 months 24 days | ||
Weighted average discount rate | 5.60% | 5.60% | 5.70% | ||
Cash payments included in the measurement of operating lease liabilities | $ 7.7 | $ 6.1 | $ 22.7 | $ 10.9 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Lease cost: | ||||
Operating lease cost | $ 8,554 | $ 5,882 | $ 24,258 | $ 16,965 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands | Oct. 31, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2021 | $ 5,475 |
2022 | 37,094 |
2023 | 37,758 |
2024 | 38,655 |
2025 | 36,111 |
Thereafter | 99,860 |
Total lease payments | 254,953 |
Less imputed interest | (47,078) |
Total operating lease liabilities | $ 207,875 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Oct. 31, 2020 | Jan. 31, 2020 |
Other Commitments [Line Items] | ||
Draws on line of credit | $ 0 | $ 0 |
Letter of Credit | ||
Other Commitments [Line Items] | ||
Letters of credit issued and outstanding | $ 11,200,000 | $ 11,900,000 |
Employee Incentive Plans - Sche
Employee Incentive Plans - Schedule of Stock-based Compensation Expense by Statement of Operations Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 53,652 | $ 35,735 | $ 139,774 | $ 89,694 |
Subscription | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 6,090 | 3,604 | 15,229 | 9,137 |
Professional services and other | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,113 | 1,900 | 5,924 | 5,292 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 17,546 | 10,894 | 44,434 | 26,322 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 14,368 | 10,937 | 38,693 | 26,959 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 13,535 | $ 8,400 | $ 35,494 | $ 21,984 |
Employee Incentive Plans - Narr
Employee Incentive Plans - Narrative (Details) $ / shares in Units, $ in Millions | 9 Months Ended | |
Oct. 31, 2020USD ($)incentive_planpurchase_period$ / sharesshares | Jan. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of equity incentive plans (in incentive plans) | incentive_plan | 2 | |
Options to purchase common stock outstanding (in shares) | shares | 9,242,208 | 12,359,302 |
Unrecognized stock-based compensation expense related to stock options | $ | $ 36.2 | |
Unrecognized stock-based compensation expenses related to unvested RSUs | $ | $ 501.8 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average stock-based compensation recognition period | 1 year 6 months | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average stock-based compensation recognition period | 2 years 7 months 6 days | |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average stock-based compensation recognition period | 6 months | |
Offering period | 12 months | |
Number of stock plan purchase periods | purchase_period | 2 | |
Stock plan purchase period | 6 months | |
Shares of employee purchased Class A common stock (in shares) | shares | 127,734 | |
Weighted-average purchase price of employee purchased Class A common stock (in dollars per share) | $ / shares | $ 100.38 | |
Total proceeds from employee purchase of Class A common stock | $ | $ 12.8 | |
Unrecognized compensation costs related to unvested restricted stock units | $ | $ 2 | |
2017 Equity Incentive Plan | Class A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options to purchase common stock outstanding (in shares) | shares | 1,176,642 | |
2017 Equity Incentive Plan | Class B Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options to purchase common stock outstanding (in shares) | shares | 8,065,566 |
Employee Incentive Plans - Sc_2
Employee Incentive Plans - Schedule of Common Stock Reserved for Future Issuance (Details) | Oct. 31, 2020shares |
Class of Stock [Line Items] | |
Common stock reserved for future issuance and options and unvested RSUs outstanding (in shares) | 39,541,878 |
Stock Options and Restricted Stock Units | |
Class of Stock [Line Items] | |
Stock options and unvested RSUs outstanding (in shares) | 14,069,326 |
Common stock, reserved for future issuance (in shares) | 20,720,051 |
ESPP | |
Class of Stock [Line Items] | |
Common stock, reserved for future issuance (in shares) | 4,752,501 |
Employee Incentive Plans - Sc_3
Employee Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Jan. 31, 2020 | |
Number of Options | ||
Number of options, outstanding beginning of period (in shares) | 12,359,302 | |
Number of options, granted (in shares) | 402,891 | |
Number of options, exercised (in shares) | (3,383,144) | |
Number of options, canceled (in shares) | (136,841) | |
Number of options, outstanding end of period (in shares) | 9,242,208 | 12,359,302 |
Vested and exercisable, number of options (in shares) | 7,429,026 | |
Weighted- Average Exercise Price | ||
Options outstanding, weighted average exercise price beginning of period (in dollars per share) | $ 11.82 | |
Options granted, weighted average exercise price (in dollars per share) | 145.08 | |
Options exercised, weighted average exercise price (in dollars per share) | 9.92 | |
Options canceled, weighted average exercise price (in dollars per share) | 19.62 | |
Options outstanding, weighted average exercise price end of period (in dollars per share) | 18.21 | $ 11.82 |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 9.87 | |
Additional Disclosures | ||
Options outstanding, weighted average remaining contractual term | 5 years 9 months 18 days | 6 years 2 months 12 days |
Options outstanding, aggregate intrinsic value | $ 1,770,981 | $ 1,436,487 |
Vested and exercisable, weighted average remaining contractual term | 5 years 4 months 24 days | |
Vested and exercisable, aggregate intrinsic value | $ 1,485,523 |
Employee Incentive Plans - Sc_4
Employee Incentive Plans - Schedule of Restricted Stock Unit Activity (Details) - Restricted stock units | 9 Months Ended |
Oct. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | shares | 4,893,241 |
Granted (in shares) | shares | 1,960,358 |
Vested (in shares) | shares | (1,667,917) |
Forfeited (in shares) | shares | (358,564) |
Ending balance (in shares) | shares | 4,827,118 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in dollars per share) | $ / shares | $ 77.99 |
Granted (in dollars per share) | $ / shares | 164.64 |
Vested (in dollars per share) | $ / shares | 79.28 |
Forfeited (in dollars per share) | $ / shares | 84.64 |
Ending balance (in dollars per share) | $ / shares | $ 112.24 |
Employee Incentive Plans - Sc_5
Employee Incentive Plans - Schedule of Black-Scholes Option Pricing Model Estimated Fair Value Assumptions (Details) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 0.00% | 0.00% | 50.00% | 43.00% |
Expected volatility | 54.00% | 59.00% | ||
Expected term (in years) | 0 years | 0 years | ||
Risk-free interest rate | 0.00% | 0.00% | 0.17% | 1.95% |
Risk-free interest rate | 0.18% | 2.05% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 months | 6 months | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 1 year | 1 year |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Tax expense (benefit) | $ 209 | $ 349 | $ (626) | $ (2,285) |
Pretax losses | $ (72,555) | $ (63,146) | $ (191,152) | $ (160,726) |
Effective income tax rate | (0.30%) | (0.60%) | 0.30% | 1.40% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Numerator: | ||||
Net loss | $ (72,764) | $ (63,495) | $ (190,526) | $ (158,441) |
Denominator: | ||||
Weighted-average shares outstanding , basic and diluted (in shares) | 128,813 | 118,976 | 126,222 | 115,598 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.56) | $ (0.53) | $ (1.51) | $ (1.37) |
Class A Common Stock | ||||
Numerator: | ||||
Net loss | $ (68,146) | $ (58,761) | $ (177,887) | $ (145,139) |
Denominator: | ||||
Weighted-average shares outstanding , basic and diluted (in shares) | 120,637 | 110,105 | 117,849 | 105,893 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.56) | $ (0.53) | $ (1.51) | $ (1.37) |
Class B Common Stock | ||||
Numerator: | ||||
Net loss | $ (4,618) | $ (4,734) | $ (12,639) | $ (13,302) |
Denominator: | ||||
Weighted-average shares outstanding , basic and diluted (in shares) | 8,176 | 8,871 | 8,373 | 9,705 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.56) | $ (0.53) | $ (1.51) | $ (1.37) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 26,524 | 29,525 |
Issued and outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,242 | 13,426 |
Unvested RSUs issued and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,827 | 5,101 |
Unvested restricted stock awards issued and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 177 |
Unvested shares subject to repurchase | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1 | 7 |
Shares committed under the ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 137 | 209 |
Shares related to convertible senior notes | Convertible Senior Notes Due 2023 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 832 | 2,494 |
Shares related to convertible senior notes | Convertible Senior Notes Due 2025 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,617 | 5,617 |
Shares related to convertible senior notes | Convertible Senior Notes Due 2026 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,820 | 0 |
Shares subject to warrants related to the issuance of the 2023 Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,048 | 2,494 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | 9 Months Ended |
Oct. 31, 2020USD ($)$ / shares | |
Debt Instrument [Line Items] | |
Dilutive effect on securities | $ | $ 0 |
Convertible Senior Notes Due 2023 | |
Debt Instrument [Line Items] | |
Value of shares issuable under warrants granted (in dollars per share) | $ / shares | $ 68.06 |
Uncategorized Items - okta-2020
Label | Element | Value |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | $ 11,438,000 |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | 11,520,000 |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | 2,413,000 |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | $ 307,000 |