Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Jan. 31, 2021 | Feb. 28, 2021 | Jul. 31, 2020 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 31, 2021 | ||
Current Fiscal Year End Date | --01-31 | ||
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 Well-Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Shell Company | false | ||
Entity Public Float | $ 26.2 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001660134 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference | Portions of the registrant's definitive Proxy Statement relating to the 2021 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended January 31, 2021. | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 123,053,024 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,159,447 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 434,607 | $ 520,048 |
Short-term investments | 2,121,584 | 882,976 |
Accounts receivable, net of allowances of $3,451 and $1,166 | 194,818 | 130,115 |
Deferred commissions | 45,949 | 33,636 |
Prepaid expenses and other current assets | 81,609 | 32,950 |
Total current assets | 2,878,567 | 1,599,725 |
Property and equipment, net | 62,783 | 53,535 |
Operating lease right-of-use assets | 149,604 | 125,204 |
Deferred commissions, noncurrent | 108,555 | 77,874 |
Intangible assets, net | 27,009 | 32,529 |
Goodwill | 48,023 | 48,023 |
Other assets | 24,256 | 18,505 |
Total assets | 3,298,797 | 1,955,395 |
Current liabilities: | ||
Accounts payable | 8,557 | 3,837 |
Accrued expenses and other current liabilities | 53,729 | 36,887 |
Accrued compensation | 71,906 | 40,300 |
Convertible senior notes, net | 908,684 | 100,703 |
Deferred revenue | 502,738 | 365,236 |
Total current liabilities | 1,545,614 | 546,963 |
Convertible senior notes, net, noncurrent | 857,387 | 837,002 |
Operating lease liabilities, noncurrent | 179,518 | 154,511 |
Deferred revenue, noncurrent | 10,860 | 6,214 |
Other liabilities, noncurrent | 11,375 | 5,361 |
Total liabilities | 2,604,754 | 1,550,051 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Additional paid-in capital | 1,656,096 | 1,105,564 |
Accumulated other comprehensive income | 5,390 | 892 |
Accumulated deficit | (967,456) | (701,124) |
Total stockholders’ equity | 694,043 | 405,344 |
Total liabilities and stockholders’ equity | 3,298,797 | 1,955,395 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 12 | 11 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Allowance for accounts receivable | $ 3,451 | $ 1,166 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 122,824,000 | 113,990,000 |
Common stock, outstanding (in shares) | 122,824,000 | 113,990,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, issued (in shares) | 8,159,000 | 8,648,000 |
Common stock, outstanding (in shares) | 8,159,000 | 8,648,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Revenue | |||
Total revenue | $ 835,424 | $ 586,067 | $ 399,254 |
Cost of revenue | |||
Total cost of revenue | 217,681 | 159,382 | 113,421 |
Gross profit | 617,743 | 426,685 | 285,833 |
Operating expenses | |||
Research and development | 222,826 | 159,269 | 102,385 |
Sales and marketing | 427,350 | 340,356 | 227,960 |
General and administrative | 171,726 | 112,892 | 75,110 |
Total operating expenses | 821,902 | 612,517 | 405,455 |
Operating loss | (204,159) | (185,832) | (119,622) |
Interest expense | (72,660) | (27,017) | (15,072) |
Interest income and other, net | 12,891 | 17,089 | 9,180 |
Loss on early extinguishment and conversion of debt | (2,263) | (14,572) | 0 |
Interest and other, net | (62,032) | (24,500) | (5,892) |
Loss before provision for (benefit from) income taxes | (266,191) | (210,332) | (125,514) |
Provision for (benefit from) income taxes | 141 | (1,419) | (17) |
Net loss | $ (266,332) | $ (208,913) | $ (125,497) |
Net loss per share, basic and diluted (in dollars per share) | $ (2.09) | $ (1.78) | $ (1.17) |
Weighted-average shares used to compute net loss per share, basic and diluted (in shares) | 127,212 | 117,221 | 107,504 |
Subscription | |||
Revenue | |||
Total revenue | $ 796,613 | $ 552,688 | $ 370,855 |
Cost of revenue | |||
Total cost of revenue | 170,095 | 116,445 | 77,354 |
Professional services and other | |||
Revenue | |||
Total revenue | 38,811 | 33,379 | 28,399 |
Cost of revenue | |||
Total cost of revenue | $ 47,586 | $ 42,937 | $ 36,067 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (266,332) | $ (208,913) | $ (125,497) |
Net change in unrealized gains or losses on available-for-sale securities | 779 | 1,220 | 179 |
Foreign currency translation adjustments | 3,719 | (9) | (889) |
Other comprehensive income (loss) | 4,498 | 1,211 | (710) |
Comprehensive loss | $ (261,834) | $ (207,702) | $ (126,207) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Jan. 31, 2018 | 70,609,898 | 33,361,106 | ||||
Beginning balance at Jan. 31, 2018 | $ 199,340 | $ 7 | $ 3 | $ 565,653 | $ 391 | $ (366,714) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and other activity, net (in shares) | 6,465,957 | 104,084 | ||||
Issuance of common stock upon exercise of stock options and other activity, net | 37,611 | $ 1 | 37,610 | |||
Issuance of common stock under employee stock purchase plan, net of cancellations (in shares) | 615,210 | |||||
Issuance of common stock under employee stock purchase plan, net of cancellations | 13,727 | 13,727 | ||||
Issuance of common stock for settlement of RSUs (in shares) | 976,248 | |||||
Issuance of common stock pursuant to charitable donation (in shares) | 20,000 | |||||
Issuance of common stock pursuant to charitable donation | 1,008 | 1,008 | ||||
Conversion of Class B common stock to Class A common stock (in shares) | 22,406,009 | (22,406,009) | ||||
Conversion of Class B common stock to Class A common stock | 0 | $ 2 | $ (2) | |||
Equity component of convertible senior notes, net of issuance costs | 77,631 | 77,631 | ||||
Purchases of hedges related to convertible senior notes | (80,040) | (80,040) | ||||
Issuance of warrants related to convertible senior notes | 52,440 | 52,440 | ||||
Stock-based compensation | 76,867 | 76,867 | ||||
Other comprehensive income | (710) | (710) | ||||
Net loss | (125,497) | $ (107,926) | $ (17,571) | (125,497) | ||
Ending balance (in shares) at Jan. 31, 2019 | 101,093,322 | 11,059,181 | ||||
Ending balance at Jan. 31, 2019 | 252,377 | $ 10 | $ 1 | 744,896 | (319) | (492,211) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and other activity, net (in shares) | 5,323,410 | 100,007 | ||||
Issuance of common stock upon exercise of stock options and other activity, net | 45,732 | $ 1 | 45,731 | |||
Issuance of common stock under employee stock purchase plan, net of cancellations (in shares) | 322,795 | |||||
Issuance of common stock under employee stock purchase plan, net of cancellations | 18,767 | 18,767 | ||||
Issuance of common stock for settlement of RSUs (in shares) | 1,716,222 | |||||
Issuance of common stock for bonus settlement (in shares) | 34,600 | |||||
Issuance of common stock for bonus settlement | 2,809 | 2,809 | ||||
Issuance of common stock pursuant to charitable donation (in shares) | 15,000 | |||||
Issuance of common stock pursuant to charitable donation | 1,746 | 1,746 | ||||
Conversion of Class B common stock to Class A common stock (in shares) | 2,511,409 | (2,511,409) | ||||
Conversion of Class B common stock to Class A common stock | 0 | |||||
Equity component of convertible senior notes, net of issuance costs | 217,347 | 217,347 | ||||
Equity component of early extinguishment of convertible senior notes (in shares) | 2,973,311 | |||||
Equity component of early extinguishment and conversion of convertible senior notes | (26,713) | (26,713) | ||||
Proceeds from hedges related to convertible senior notes | 405,851 | 405,851 | ||||
Payments for warrants related to convertible senior notes | (358,622) | (358,622) | ||||
Purchases of capped calls related to convertible senior notes | (74,094) | (74,094) | ||||
Stock-based compensation | 127,846 | 127,846 | ||||
Other comprehensive income | 1,211 | 1,211 | ||||
Net loss | (208,913) | $ (192,138) | $ (16,775) | (208,913) | ||
Ending balance (in shares) at Jan. 31, 2020 | 113,990,069 | 8,647,779 | ||||
Ending balance at Jan. 31, 2020 | $ 405,344 | $ 11 | $ 1 | 1,105,564 | 892 | (701,124) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and other activity, net (in shares) | 4,368,683 | 4,113,825 | 254,858 | |||
Issuance of common stock upon exercise of stock options and other activity, net | $ 45,620 | $ 1 | 45,619 | |||
Issuance of common stock under employee stock purchase plan, net of cancellations (in shares) | 247,131 | |||||
Issuance of common stock under employee stock purchase plan, net of cancellations | 25,911 | 25,911 | ||||
Issuance of common stock for settlement of RSUs (in shares) | 2,109,393 | |||||
Issuance of common stock for bonus settlement (in shares) | 85,701 | |||||
Issuance of common stock for bonus settlement | 9,818 | 9,818 | ||||
Issuance of common stock pursuant to charitable donation (in shares) | 42,500 | |||||
Issuance of common stock pursuant to charitable donation | 9,292 | 9,292 | ||||
Conversion of Class B common stock to Class A common stock (in shares) | 743,190 | (743,190) | ||||
Conversion of Class B common stock to Class A common stock | 0 | |||||
Exercise of hedges related to convertible senior notes (in shares) | (167,946) | |||||
Equity component of convertible senior notes, net of issuance costs | 306,220 | 306,220 | ||||
Equity component of early extinguishment of convertible senior notes (in shares) | 1,660,104 | |||||
Equity component of early extinguishment and conversion of convertible senior notes | 70,493 | 70,493 | ||||
Proceeds from hedges related to convertible senior notes | 195,046 | 195,046 | ||||
Payments for warrants related to convertible senior notes | (175,399) | (175,399) | ||||
Purchases of capped calls related to convertible senior notes | (133,975) | (133,975) | ||||
Stock-based compensation | 197,507 | 197,507 | ||||
Other comprehensive income | 4,498 | 4,498 | ||||
Net loss | (266,332) | $ (248,892) | $ (17,440) | (266,332) | ||
Ending balance (in shares) at Jan. 31, 2021 | 122,823,967 | 8,159,447 | ||||
Ending balance at Jan. 31, 2021 | $ 694,043 | $ 12 | $ 1 | $ 1,656,096 | $ 5,390 | $ (967,456) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (266,332) | $ (208,913) | $ (125,497) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Stock-based compensation | 196,181 | 126,624 | 76,320 |
Depreciation, amortization and accretion | 36,865 | 17,815 | 8,001 |
Amortization of debt discount and issuance costs | 68,424 | 25,892 | 14,279 |
Amortization of deferred commissions | 39,661 | 28,588 | 20,852 |
Deferred income taxes | (1,182) | (2,253) | (765) |
Non-cash charitable contributions | 9,292 | 1,746 | 1,008 |
Loss on early extinguishment and conversion of debt | 2,263 | 14,572 | 0 |
Other, net | 5,537 | (11) | 640 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (66,373) | (37,515) | (39,682) |
Deferred commissions | (81,016) | (61,224) | (41,342) |
Prepaid expenses and other assets | (13,174) | (4,080) | (10,334) |
Operating lease right-of-use assets | 19,053 | 12,951 | 17,239 |
Accounts payable | 4,081 | 1,689 | (1,437) |
Accrued compensation | 44,157 | 23,034 | 7,429 |
Accrued expenses and other liabilities | 5,527 | 9,972 | 5,800 |
Operating lease liabilities | (17,150) | (9,716) | (6,642) |
Deferred revenue | 142,148 | 116,432 | 89,303 |
Net cash provided by operating activities | 127,962 | 55,603 | 15,172 |
Cash flows from investing activities: | |||
Capitalization of internal-use software costs | (4,159) | (3,888) | (2,851) |
Purchases of property and equipment | (13,083) | (15,442) | (19,811) |
Proceeds from sales of property and equipment | 0 | 0 | 740 |
Purchases of securities available for sale and other | (2,029,030) | (999,387) | (631,488) |
Proceeds from maturities and redemption of securities available for sale | 535,123 | 356,277 | 298,650 |
Proceeds from sales of securities available for sale and other | 206,129 | 27,271 | 173,072 |
Purchase of intangible assets | (126) | (8,589) | 0 |
Payments for business acquisition, net of cash acquired | 0 | (44,283) | (15,632) |
Net cash used in investing activities | (1,305,146) | (688,041) | (197,320) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | 1,134,841 | 1,040,660 | 334,980 |
Payments for repurchases of convertible senior notes | (446) | (224,414) | 0 |
Purchases of hedges related to convertible senior notes | 0 | 0 | (80,040) |
Proceeds from hedges related to convertible senior notes | 195,046 | 405,851 | 0 |
Proceeds from issuance of warrants related to convertible senior notes | 0 | 0 | 52,440 |
Payments for warrants related to convertible senior notes | (175,399) | (358,622) | 0 |
Purchases of capped calls related to convertible senior notes | (133,975) | (74,094) | 0 |
Proceeds from stock option exercises, net of repurchases | 45,620 | 45,363 | 36,861 |
Proceeds from shares issued in connection with employee stock purchase plan | 25,911 | 18,767 | 13,727 |
Other, net | 0 | (126) | (206) |
Net cash provided by financing activities | 1,091,598 | 853,385 | 357,762 |
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash | 2,263 | (209) | (632) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (83,323) | 220,738 | 174,982 |
Cash, cash equivalents and restricted cash at beginning of year | 531,953 | 311,215 | 136,233 |
Cash, cash equivalents and restricted cash at end of year | 448,630 | 531,953 | 311,215 |
Cash paid during the period for: | |||
Interest | 3,759 | 862 | 403 |
Income taxes | 978 | 1,123 | 514 |
Non-cash investing and financing activities: | |||
Issuance of common stock for repurchases and conversions of convertible senior notes | 307,910 | 380,406 | 0 |
Benefit from exercise of hedges related to convertible senior notes | 37,076 | 0 | 0 |
Common stock issued as charitable contribution | 9,292 | 1,746 | 1,008 |
Operating lease right-of-use assets exchanged for lease liabilities | 45,611 | 16,832 | 127,575 |
Property and equipment acquired through tenant improvement allowance | 4,811 | 304 | 22,236 |
Property and equipment and other accrued but not yet paid | 974 | 855 | 7,225 |
Issuance of common stock for bonus settlement | 9,818 | 2,809 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above: | |||
Total cash, cash equivalents and restricted cash | $ 531,953 | $ 311,215 | $ 311,215 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Jan. 31, 2021 | |
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 the right people to the right technologies and services at the right time. 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 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 Company’s fiscal year ends on January 31. References to fiscal 2021, for example, refer to the fiscal year ended January 31, 2021. Use of Estimates The preparation of 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 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 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 consolidated financial statements for the year ended January 31, 2021. As events continue to evolve and additional information becomes available, our assumptions and estimates may change materially in future periods. Foreign Currency |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Segment Information The Company operates in a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. Revenue Recognition The Company derives revenue from subscription fees (which include support fees) and professional services fees. The Company sells subscriptions to its platform through arrangements that are generally one The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Subscription Revenue Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer. Professional Services Revenue The Company’s professional services principally consist of customer-specific requests for application integrations, user interface enhancements and other customer-specific requests. Revenue for the Company’s professional services is recognized as services are performed in proportion to their pattern of transfer. Contracts with Multiple Performance Obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative SSP basis. The Company determines SSP based on observable, if available, prices for those related services when sold separately. When such observable prices are not available, the Company determines SSP based on overarching pricing objectives and strategies, taking into consideration market conditions and other factors, including customer size, volume purchased, market and industry conditions, product-specific factors and historical sales of the deliverables. Deferred Revenue Deferred revenue consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s subscription and support services and professional services arrangements. The Company primarily invoices its customers for its subscription services arrangements annually in advance. The Company’s payment terms generally provide that customers pay the invoiced portion of the total arrangement fee within 30 days of the invoice date. Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded as deferred revenue, noncurrent in the consolidated balance sheets. Deferred Commissions Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new revenue contracts, including incremental sales to existing customers, are deferred and then amortized on a straight-line basis over a period of benefit, which the Company has determined to be generally five years. The Company determined the period of benefit by taking into consideration the terms of its customer contracts, its technology and other factors. Sales commissions for renewal contracts (which are not considered commensurate with sales commissions for new revenue contracts and incremental sales to existing customers) are deferred and then amortized on a straight-line basis over the related period of benefit, which is generally the related contract renewal term. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations. Sales commissions capitalized as contract costs totaled $81.0 million and $61.3 million in the years ended January 31, 2021 and 2020, respectively. Amortization of contract costs was $39.7 million, $28.6 million and $20.9 million for the years ended January 31, 2021, 2020 and 2019, respectively. There was no impairment loss in relation to the costs capitalized. Cost of Revenue Costs of revenue primarily consist of costs related to providing the Company’s cloud-based platform to its customers, including third-party hosting fees, amortization of capitalized internal-use software and finite-lived purchased developed technology, customer support, other employee-related expenses for security, technical operations and professional services staff, and allocated overhead costs. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents generally consist of investments in money market funds. The fair market value of cash equivalents approximated their carrying value as of January 31, 2021 and 2020. As of January 31, 2021 and 2020, the Company's long-term restricted cash balance was $9.5 million and $11.4 million, respectively, primarily related to letters of credit for its facility lease agreements. 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 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 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 economic 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 collectibility issues. Amounts deemed uncollectible are recorded as an allowance in the consolidated balance sheets with an offsetting decrease in deferred revenue or a charge to general and administrative expense in the consolidated statements of operations. As of January 31, 2021, allowances include collectibility 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. Property and Equipment Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets. Repairs and maintenance costs are expensed as incurred. The useful lives of property and equipment are as follows: Useful lives Capitalized internal-use software costs 3 years Computers and equipment 3 years Furniture and fixtures 7 years Leasehold improvements Shorter of estimated useful life or remaining lease term Business Combinations When the Company acquires a business, the purchase price is allocated to the net tangible and identifiable intangible assets acquired based on their estimated fair values. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Goodwill and Other Long-Lived Assets The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill. Goodwill is tested for impairment annually on November 1 st or more frequently if certain indicators are present. Long-lived assets, such as property and equipment and finite-lived intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds its fair value. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives in cost of revenue in the consolidated statements of operations. Operating Leases and Incremental Borrowing Rate The Company leases office space under operating leases with expiration dates through 2028. The Company determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at lease commencement. Lease liabilities are measured based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of either the rate implicit in the lease or the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. Lease liabilities due within twelve months are included within accrued expenses and other current liabilities on the Company's consolidated balance sheet. The estimation of the incremental borrowing rate is based on an estimate of the Company's unsecured borrowing rate for its Notes, adjusted for tenor and collateralized security features. Right-of-use assets are measured based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives received, incurred or payable under the lease. Recognition of rent expense begins when the lessor makes the underlying asset available to the Company. The Company does not assume renewals or early terminations of its leases unless it is reasonably certain to exercise these options at commencement and does not allocate consideration between lease and non-lease components. For short-term leases, the Company records rent expense in its consolidated statements of operations on a straight-line basis over the lease term and records variable lease payments as incurred. Convertible Senior Notes The Company accounts for the issuance of convertible senior notes in accordance with FASB ASC Subtopic 470-20, Debt with Conversion and Other Options. Pursuant to ASC Subtopic 470-20, as the Notes have a net settlement feature and may be settled wholly or partially in cash upon conversion, the Company is required to separately account for the liability (debt) and equity (conversion option) components of the instrument. The carrying amount of the liability component is computed by estimating the fair value of a similar liability without the conversion option using income and market based approaches. For the income-based approach, the Company uses a convertible bond pricing model that includes several assumptions such as volatility, the risk-free rate, and observable trading activity for the Company's existing Notes. For the market-based approach, the Company observes the price of derivative instruments purchased in conjunction with our convertible senior note issuances or the Company evaluates issuances of convertible debt securities by other companies with similar credit risk ratings at the time of issuance. The amount of the equity component is then calculated by deducting the fair value of the liability component from the principal amount of the instrument. This difference represents a debt discount that is amortized to interest expense over the respective terms of the Notes using an effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components were based on their relative values. Similarly, in accordance with ASC Subtopic 470-20, transactions involving contemporaneous exchanges of cash between the same debtor and creditor in connection with the issuance of a new debt obligation and satisfaction of an existing debt obligation by the debtor should be evaluated as a modification or an exchange transaction depending on whether the exchange is determined to have substantially different terms. When the exchange is deemed to have substantially different terms due to a significant difference between the value of the conversion option immediately prior to and after the exchange, the transaction is accounted for as a debt extinguishment. Pursuant to ASC Subtopic 470-20, total consideration for the satisfaction of an existing debt obligation is separated into liability and equity components by estimating the fair value of a similar liability without a conversion option and assigning the residual value to the equity component. The effective interest rate used to estimate the fair value of the liability component is based on the income and market based approaches used to determine the effective interest rate of the new debt obligation, adjusted for the remaining tenor of the extinguished debt. The difference between the fair value and the amortized carrying value of the extinguished debt, net of the proportionate amounts of unamortized debt discount and remaining unamortized debt issuance costs, is recorded as a gain or loss on extinguishment. Advertising Expenses Advertising costs are expensed as incurred. Advertising expense was $33.1 million, $17.0 million, and $10.0 million for the years ended January 31, 2021, 2020 and 2019. Income Taxes The Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company has recorded a full valuation allowance against its deferred tax assets. Realization of its deferred tax assets is dependent primarily upon future U.S. taxable income. The Company recognizes and measures tax benefits from uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax position on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and results of operations. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. Concentrations of Risk and Significant Customers The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. Cash and cash equivalents and short-term investments are currently held in three financial institutions and, at times, may exceed federally insured limits. As of January 31, 2021 and 2020 and for each of the three years ended January 31, 2021, no single customer represented greater than 10% of accounts receivable or greater than 10% of revenue, respectively. In order to reduce the risk of downtime of the Company’s subscription services, the Company uses data center facilities operated by a third-party located in Virginia, Oregon, Ohio, Germany, Ireland, Singapore and Sydney. The Company has internal procedures to restore services in the event of disaster at any of its current data center facilities. Even with these procedures for disaster recovery in place, the Company’s subscription services could be significantly interrupted during the time period following a disaster at one of its sites and the subsequent restoration of services at another site. Geographical Information Revenue by location is determined by the billing address of the customer. The following table sets forth revenue by geographic area (in thousands): Year Ended January 31, 2021 2020 2019 United States $ 701,635 $ 494,529 $ 337,367 International 133,789 91,538 61,887 Total $ 835,424 $ 586,067 $ 399,254 Other than the United States, no individual country exceeded 10% of total revenue for the years ended January 31, 2021, 2020 and 2019. Property and equipment by geographic location is based on the location of the legal entity that owns the asset. As of January 31, 2021 and 2020, substantially all of the Company’s property and equipment was located in the United States. Net Loss per Share The Company computes basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase, without consideration for potentially dilutive securities as they do not share in losses. The diluted net loss per share attributable to common stockholders is computed giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, unvested restricted stock units (RSUs) purchase rights issued under the 2017 Employee Stock Purchase Plan shares subject to repurchase from early exercised options, unvested common stock and restricted stock issued in connection with certain business combinations, convertible senior notes and warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Since the Company's IPO, Class A and Class B common stock are the only outstanding equity of the Company. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion rights. See Note 15. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (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 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 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 consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted |
Business Combinations
Business Combinations | 12 Months Ended |
Jan. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations During the year ended year ended January 31, 2020, the Company completed a business combination for a purchase price of $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 the acquired 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. The Company also entered into deferred compensation arrangements in connection with prior acquisitions totaling $10.8 million, of which $3.0 million was recognized as compensation during the year ended January 31, 2021. The remaining deferred compensation balance is immaterial. These acquisitions did not have a material impact on the Company’s consolidated financial statements; therefore, historical and proforma disclosures have not been presented. |
Cash Equivalents and Short-term
Cash Equivalents and Short-term Investments | 12 Months Ended |
Jan. 31, 2021 | |
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 January 31, 2021 and 2020 were as follows (in thousands): As of January 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash equivalents: Money market funds $ 311,257 $ — $ — $ 311,257 Total cash equivalents 311,257 — — 311,257 Short-term investments: U.S. treasury securities 1,888,882 1,571 (22) 1,890,431 Corporate debt securities 230,726 429 (2) 231,153 Total short-term investments 2,119,608 2,000 (24) 2,121,584 Total $ 2,430,865 $ 2,000 $ (24) $ 2,432,841 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 January 31, 2021 and 2020. The following table presents the contractual maturities of the Company's short-term investments as of January 31, 2021 and 2020 (in thousands): As of January 31, 2021 Amortized Cost Estimated Fair Value Due within one year $ 1,509,241 $ 1,510,810 Due between one to five years 610,367 610,774 Total $ 2,119,608 $ 2,121,584 As of January 31, 2021 and 2020, the Company included $31.0 million and nil, respectively, of unsettled maturities of short-term investments in Prepaid expenses and other current assets. The Company included $10.5 million and $5.7 million of interest receivable in Prepaid expenses and other current assets as of January 31, 2021 and 2020, respectively. The Company did not recognize an allowance for credit losses against interest receivable as of January 31, 2021 and 2020 because such potential losses were not material. The Company had 10 and 7 short-term investments in unrealized loss positions as of January 31, 2021 and 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 years ended January 31, 2021, 2020 and 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 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2021 | |
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 January 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 311,257 $ — $ — $ 311,257 Total cash equivalents 311,257 — — 311,257 Short-term investments: U.S. treasury securities — 1,890,431 — 1,890,431 Corporate debt securities — 231,153 — 231,153 Total short-term investments — 2,121,584 — 2,121,584 Total cash equivalents and short-term investments $ 311,257 $ 2,121,584 $ — $ 2,432,841 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 consolidated balance sheets (in thousands): As of January 31, 2021 Net Carrying Amount (1) Estimated Fair Value 2023 convertible senior notes $ 36,092 $ 216,926 2025 convertible senior notes $ 885,465 $ 1,605,508 2026 convertible senior notes $ 867,643 $ 1,493,850 (1) Before unamortized debt issuance costs. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill As of January 31, 2021 and 2020, goodwill was $48.0 million. During the year ended January 31, 2020, the Company recorded $29.9 million of goodwill in connection with a business combination that was completed in March 2019. No goodwill impairments were recorded during the years ended January 31, 2021, 2020 and 2019. Intangible Assets, net Intangible assets consisted of the following (in thousands): As of January 31, 2021 Gross Accumulated Amortization Write-offs Net Capitalized internal-use software costs $ 30,259 $ (19,478) $ — $ 10,781 Purchased developed technology 28,800 (12,694) — 16,106 Software licenses 126 (4) — 122 $ 59,185 $ (32,176) $ — $ 27,009 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 $5.5 million and $5.1 million of internal-use software costs during the years ended January 31, 2021 and 2020, respectively. During the year ended January 31, 2020, the Company recorded $24.2 million of purchased developed technology in connection with a business combination and an asset acquisition. The remaining weighted-average useful life of all purchased developed technology was 3.1 years and 3.9 years as of January 31, 2021, and 2020, respectively. Amortization expense of intangible assets for the years ended January 31, 2021, 2020 and 2019 was $11.1 million, $10.6 million, and $5.8 million, respectively. As of January 31, 2021, estimated remaining amortization expense for the intangible assets by fiscal year was as follows (in thousands): Remaining Amortization 2022 $ 10,354 2023 8,416 2024 7,354 2025 885 Total $ 27,009 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Jan. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, net Property and equipment consisted of the following (in thousands): As of January 31, 2021 2020 Computers and equipment $ 1,242 $ 3,567 Furniture and fixtures 13,948 11,014 Leasehold improvements 69,862 55,363 Property and equipment, gross 85,052 69,944 Less accumulated depreciation (22,269) (16,409) Property and equipment, net $ 62,783 $ 53,535 Depreciation expense was $9.4 million, $8.8 million and $5.7 million for the years ended January 31, 2021, 2020 and 2019, respectively. Allowances The Company’s accounts receivable allowances for the years ended January 31, 2021, 2020 and 2019 were as follows (in thousands): As of January 31, 2021 2020 2019 Balance, beginning of period $ 1,166 $ 2,098 $ 1,472 Additions (reductions) 3,252 (673) 888 Write-offs (967) (259) (262) Balance, end of period $ 3,451 $ 1,166 $ 2,098 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of January 31, 2021 2020 Accrued expenses $ 24,717 $ 22,530 Accrued taxes payable 2,462 1,591 Operating lease liabilities 23,403 12,064 Other 3,147 702 Accrued expenses and other current liabilities $ 53,729 $ 36,887 Other Liabilities, Noncurrent Other liabilities, noncurrent consisted of the following (in thousands): As of January 31, 2021 2020 Deferred tax liabilities $ 3,877 $ 1,558 Other 7,498 3,803 Other liabilities, noncurrent $ 11,375 $ 5,361 |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 12 Months Ended |
Jan. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | 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 years ended January 31, 2021 and 2020 that was included in the deferred revenue balances at the beginning of the respective periods was $361.0 million and $241.1 million, respectively. Professional services and other revenue recognized in the years ended January 31, 2021 and 2020 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, non-cancellable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancellable amounts that will be invoiced and recognized as revenue in future periods. As of January 31, 2021, total remaining non-cancellable performance obligations under the Company’s subscription contracts with customers was approximately $1,796.9 million. Of this amount, the Company expects to recognize revenue of approximately $841.8 million, or 47%, over the next 12 months, with the balance to be recognized as revenue thereafter. Remaining performance obligations for professional services and other contracts as of January 31, 2021 were not material. |
Convertible Senior Notes, Net
Convertible Senior Notes, Net | 12 Months Ended |
Jan. 31, 2021 | |
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. 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 year ended January 31, 2020, 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. 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 year ended January 31, 2021, 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 January 31, 2021, $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 20 trading days during the period of 30 consecutive trading days ended January 31, 2021, 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 April 30, 2021 and were classified as current liabilities on the consolidated balance sheet as of January 31, 2021. During the year ended January 31, 2021, 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 Second Partial Repurchase of the 2023 Notes). The loss on early note conversion was not material. During the fourth quarter of fiscal 2021, the Company received additional conversion requests, and approximately $4.3 million aggregate principal amount of the 2023 Notes were primarily settled in shares of Class A common stock in the first quarter of fiscal 2022. In addition, subsequent to January 31, 2021, the Company received conversion requests for approximately $3.2 million aggregate principal amount of the 2023 Notes. 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): Year Ended January 31, 2021 2020 Contractual interest expense $ 180 $ 606 Amortization of debt issuance costs 312 985 Amortization of debt discount 3,316 11,219 Total $ 3,808 $ 12,810 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 January 31, 2021 Liability component: Principal $ 40,246 Less: unamortized debt issuance costs and debt discount (4,591) Net carrying amount $ 35,655 Equity component: 2023 Notes $ 9,328 Less: issuance costs (271) Carrying amount of the equity component (1) $ 9,057 (1) Included in the 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. 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 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 consolidated balance sheets. During the year ended January 31, 2021, the Company exercised and net-share-settled a portion of the Note Hedges, corresponding to approximately $10.4 million principal amount of 2023 Notes and received approximately 0.2 million shares of Class A common stock and an immaterial cash payment. As of January 31, 2021, Note Hedges giving the Company the option to purchase approximately 0.8 million shares (subject to adjustment) 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 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 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 consolidated balance sheets. As of January 31, 2021, 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. For at least 20 trading days during the period of 30 consecutive trading days ended January 31, 2021, the last reported sale price of the Company’s common stock was equal to or exceeded 130% of the conversion price of the 2025 Notes on each applicable trading day. As a result, the 2025 Notes are convertible at the option of the holders during the fiscal quarter ending April 31, 2021 and were classified as current liabilities on the consolidated balance sheet as of January 31, 2021. No requests to convert material amounts of notes are currently outstanding. 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 year ended January 31, 2021, 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 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): Year Ended January 31, 2021 2020 Contractual interest expense $ 1,325 $ 519 Amortization of debt issuance costs 2,097 769 Amortization of debt discount 33,932 12,919 Total $ 37,354 $ 14,207 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 January 31, 2021 Liability component: Principal $ 1,060,000 Less: unamortized debt issuance costs and debt discount (186,971) Net carrying amount $ 873,029 Equity component: At Issuance 2025 Notes $ 221,387 Less: issuance costs (4,040) Carrying amount of the equity component (1) $ 217,347 (1) Included in the 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. 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 2025 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 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 2026 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 year ended January 31, 2021, 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 year ended January 31, 2021, 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 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 2026 Notes (in thousands): Year Ended January 31, 2021 Contractual interest expense $ 2,731 Amortization of debt issuance costs 813 Amortization of debt discount 27,954 Total $ 31,498 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 $11.1 million and equity issuance costs of $4.1 million. The 2026 Notes, net consisted of the following (in thousands): As of January 31, 2021 Liability component: Principal $ 1,150,000 Less: unamortized debt issuance costs and debt discount (292,613) Net carrying amount $ 857,387 At Issuance Equity component: 2026 Notes $ 310,311 Less: issuance costs (4,090) Carrying amount of the equity component (1) $ 306,221 (1) Included in the 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. 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. The Company paid an aggregate amount of $134.0 million for the 2026 Capped Calls. The amount paid for the 2026 Capped Calls was recorded as a reduction to Additional paid-in capital in the consolidated balance sheets. |
Leases
Leases | 12 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancellable 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. The Company's corporate headquarters lease in San Francisco has a 10 year term, which expires in October 2028. The Company is entitled to two five-year options to extend this lease, subject to certain requirements. Operating lease costs were as follows (in thousands): Year Ended January 31, 2021 2020 2019 Operating lease costs (1) $ 33,076 $ 23,193 $ 23,290 (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 6.8 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 January 31, 2021 and January 31, 2020, respectively. Maturities of the Company’s operating lease liabilities, which do not include short-term leases, as of January 31, 2021 were as follows (in thousands): Operating Leases 2022 $ 34,410 2023 37,910 2024 38,823 2025 36,289 2026 26,839 Thereafter 73,135 Total lease payments 247,406 Less imputed interest (44,279) Total operating lease liabilities $ 203,127 Cash payments included in the measurement of the Company’s operating lease liabilities were $31.1 million and $18.3 million for the years ended January 31, 2021 and January 31, 2020, respectively. The Company recorded an impairment charge for operating lease right-of-use assets of $3.1 million and nil for the years ended January 31, 2021 and January 31, 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2021 | |
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 January 31, 2021 and 2020, respectively. No draws have been made under such letters of credit. Purchase Obligations As of January 31, 2021, future minimum purchase obligations, such as data center operations and sales and marketing activities, were as follows (in thousands): Purchase Obligations 2022 $ 53,992 2023 38,370 2024 32,844 2025 1,604 2026 1,417 Total contractual obligations $ 128,227 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 January 31, 2021 and 2020. Warranties and Indemnification The Company’s subscription services are generally warranted to perform materially in accordance with the Company’s online help documentation under normal use and circumstances. Additionally, the Company’s arrangements generally include provisions for indemnifying customers against liabilities if its subscription services infringe a third party’s intellectual property rights. Furthermore, the Company may also incur liabilities if it breaches the security or confidentiality obligations in its arrangements. To date, the Company has not incurred significant costs and has not accrued a liability in the accompanying consolidated financial statements as a result of these obligations. The Company has entered into service-level agreements with a majority of its customers defining levels of uptime reliability and performance and permitting certain customers to receive credits for paid amounts related to subscription services when the Company fails to meet the defined levels of uptime. In very limited instances, the Company allows customers to early terminate their agreements in the event that the Company fails to meet those |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 12 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Common Stock and Stockholders' Equity | Common Stock and Stockholders' Equity Common Stock Holders of Class A and Class B common stock are entitled to one vote per share and 10 votes per share, respectively, and the shares of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder on a one-for-one basis, and are automatically converted into Class A common stock upon sale or transfer, subject to certain limited exceptions. Shares of Class A common stock are not convertible. In September 2019 and June 2020, in connection with the 2023 Notes Partial Repurchases, the Company issued approximately 3.0 million and 1.4 million shares of Class A common stock, respectively. In addition, during the year ended January 31, 2021, the Company issued approximately 0.2 million shares of Class A common stock in connection with 2023 Notes conversion requests and received approximately 0.2 million shares of Class A common stock from the settlement of Note Hedges. See Note 9 for additional details. As of January 31, 2021, shares of common stock reserved for future issuance were as follows: As of January 31, 2021 Options and unvested RSUs outstanding 12,702,220 Available for future stock option and RSU grants 20,574,441 Available for ESPP 4,633,093 37,909,754 Awards Issued as Charitable Contributions |
Employee Incentive Plans
Employee Incentive Plans | 12 Months Ended |
Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Incentive Plans | Employee Incentive Plans The Company’s equity incentive plans provide for granting stock options, RSUs and restricted stock awards to employees, consultants, officers and directors. In addition, the Company offers an ESPP to eligible employees. Stock-based compensation expense by award type was as follows (in thousands): Year Ended January 31, 2021 2020 2019 Stock options $ 21,371 $ 21,888 $ 23,466 RSUs 164,412 94,637 41,637 ESPP 10,373 9,408 7,248 Restricted stock awards 25 590 1,608 Restricted common stock — 101 2,361 Total $ 196,181 $ 126,624 $ 76,320 Stock-based compensation expense was recorded in the following cost and expense categories in the Company’s consolidated statements of operations (in thousands): Year Ended January 31, 2021 2020 2019 Cost of revenue: Subscription $ 21,895 $ 12,923 $ 7,837 Professional services and other 8,083 7,164 4,983 Research and development 63,270 37,683 22,642 Sales and marketing 53,802 38,077 22,916 General and administrative 49,131 30,777 17,942 Total $ 196,181 $ 126,624 $ 76,320 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 January 31, 2021, options to purchase 1,074,212 shares of Class A common stock and 7,175,901 shares of Class B common stock remained outstanding. Stock Options Options issued under the Plan generally are exercisable for periods not to exceed ten years and generally vest over four years with 25% vesting after one year and with the remainder vesting monthly thereafter in equal installments. Shares offered under the Plan may be: (i) authorized but unissued shares or (ii) treasury shares. 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 (4,368,683) 10.44 Canceled (143,397) 19.23 Outstanding as of January 31, 2021 8,250,113 $ 18.93 5.6 $ 1,980,668 As of January 31, 2021 Vested and expected to vest 8,250,113 $ 18.93 5.6 $ 1,980,668 Vested and exercisable 6,818,491 $ 9.93 5.2 $ 1,698,330 The weighted-average grant-date fair value of options granted was $63.32, $37.35 and $17.21 during the years ended January 31, 2021, 2020 and 2019, respectively. The total grant-date fair value of stock options vested was $19.7 million, $23.7 million and $23.8 million during the years ended January 31, 2021, 2020 and 2019, respectively. The intrinsic value of the options exercised, which represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option, was $772.3 million, $558.6 million and $309.3 million for the years ended January 31, 2021, 2020 and 2019, respectively. As of January 31, 2021 and January 31, 2020, there was a total of $31.1 million and $28.2 million, respectively, of unrecognized stock-based compensation expense related to options, which was being recognized over a weighted-average period of 1.4 years. The Company used the Black-Scholes option pricing model to estimate the fair value of stock options granted with the following assumptions: Year Ended January 31, 2021 2020 2019 Expected volatility 45 % 43 % 40 % Expected term (in years) 6.3 6.3 6.3 Risk-free interest rate 0.37% - 0.44% 1.55% - 2.27% 2.70 % Expected dividend yield — — — Restricted Stock Units A summary of the Company’s RSU activities and related information is as follows: Number of Weighted- Outstanding as of January 31, 2020 4,893,241 $ 77.99 Granted 2,198,704 173.64 Vested (2,195,094) 80.28 Forfeited (444,744) 90.01 Outstanding as of January 31, 2021 4,452,107 $ 122.90 The Company granted 2,198,704 RSUs with an aggregate fair value of $381.8 million for the year ended January 31, 2021. As of January 31, 2021, there was $502.8 million of unrecognized stock-based compensation expense related to unvested RSUs, which is being recognized over a weighted-average period of 2.5 years based on vesting under the award service conditions. The total fair value of RSUs vested during fiscal 2021, 2020 and 2019 was $410.4 million, $193.9 million and $58.7 million, respectively. 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: Year Ended January 31, 2021 2020 2019 Expected volatility 48% - 54% 43% - 59% 39% - 70% Expected term (in years) 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 Risk-free interest rate 0.09% - 0.18% 1.53% - 2.05% 2.12% - 2.62% Expected dividend yield — — — During the year ended January 31, 2021, the Company's employees purchased 247,142 shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $104.84, with proceeds of $25.9 million. During the year ended January 31, 2020, the Company's employees purchased 322,795 shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $58.14 with proceeds of $18.8 million. As of January 31, 2021, there was $10.1 million of unrecognized stock-based compensation expense related to the ESPP that is expected to be recognized over an average vesting period of 0.9 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The domestic and foreign components of pre-tax loss for the years ended January 31, 2021, 2020 and 2019 were as follows (in thousands): Year Ended January 31, 2021 2020 2019 Domestic $ (282,026) $ (220,846) $ (128,214) Foreign 15,835 10,514 2,700 Loss before provision for (benefit from) income taxes $ (266,191) $ (210,332) $ (125,514) The components of the provision for (benefit from) income taxes for the years ended January 31, 2021, 2020 and 2019 were as follows (in thousands): Year Ended January 31, 2021 2020 2019 Current: Federal $ 11 $ 33 $ — State 136 86 61 Foreign 1,294 822 667 Total current provision for income taxes 1,441 941 728 Deferred: Federal 51 (518) (620) State 5 (406) (130) Foreign (1,356) (1,436) 5 Total deferred benefit from income taxes (1,300) (2,360) (745) Total provision for (benefit from) income taxes $ 141 $ (1,419) $ (17) For the tax year ended January 31, 2021, the income tax expense from profitable jurisdictions was partially offset by the excess tax benefits from stock-based compensation in the United Kingdom. For the tax year ended January 31, 2020 the income tax benefit resulted from the release of valuation allowance in the United States in connection with an acquisition and excess tax benefits from stock-based compensation in the United Kingdom. For the tax year ended January 31, 2019, the income tax benefit resulted from the release of valuation allowance in the United States in connection with an acquisition and excess tax benefits from stock-based compensation in the United Kingdom. The income tax expense and benefits in the years ended January 31, 2021, 2020 and 2019 were partially offset by foreign income taxes, state taxes and tax amortization of goodwill. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended January 31, 2021, 2020 and 2019: Year Ended January 31, 2021 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 4.1 4.0 3.8 Change in valuation allowance (101.0) (100.1) (68.5) Stock-based compensation 70.2 59.8 45.5 Research and development credits 6.4 18.0 — Other, net (0.8) (2.0) (1.8) Effective tax rate (0.1) % 0.7 % — % The tax effects of temporary differences and related deferred tax assets and liabilities as of January 31, 2021 and 2020 were as follows (in thousands): As of January 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 607,483 $ 370,705 Stock-based compensation 18,952 18,680 Deferred revenue 1,144 1,960 Operating lease liabilities 51,702 42,073 Other reserves and accruals 16,586 6,414 Research and development and other credits 57,060 39,918 Disallowed interest 6,091 4,507 Total deferred tax assets 759,018 484,257 Valuation allowance (555,199) (361,606) Total deferred tax assets, net 203,819 122,651 Deferred tax liabilities: Convertible debt (112,547) (50,963) Deferred commissions (38,710) (27,569) Capitalized internal-use software costs (2,691) (2,248) Goodwill (306) (262) Operating lease right-of-use assets (37,522) (31,165) Depreciation and amortization (8,522) (8,315) Total deferred tax liabilities (200,298) (120,522) Net deferred tax assets $ 3,521 $ 2,129 As a result of continuing losses, the Company has determined that it is not more likely than not that it will realize the benefits of the U.S. deferred tax assets and, therefore, the Company has recorded a valuation allowance to reduce the carrying value of the U.S. deferred tax assets, net of U.S. deferred tax liabilities, to approximately zero. The U.S. valuation allowance increased by $193.6 million and $157.7 million during the years ended January 31, 2021 and 2020, respectively. As of January 31, 2021, the Company had approximately $2,390.3 million of federal and $1,541.9 million of state net operating loss carryforwards available to offset future taxable income. If not used, the federal and state net operating loss carryforwards will begin to expire in 2029 and 2022, respectively. As of January 31, 2021, the Company had approximately $49.4 million of UK net operating losses which do not expire. As of January 31, 2021, the Company had federal research and development tax credit carryforwards of $50.3 million and California research and development tax credit carryforwards of $33.4 million. The federal research and development credits will start to expire in 2030 while the California research and development credits do not expire. The Company also had California Enterprise Zone credits of $1.0 million that begin to expire in 2023. The Company’s ability to use the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. The Company attributes net revenue, costs and expenses to domestic and foreign components based on the terms of its agreements with its subsidiaries. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are to be reinvested offshore indefinitely. If the Company repatriated these earnings, the resulting income tax liability would be insignificant. The Company is subject to taxation in the United States and various states and foreign jurisdictions. 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 consolidated financial statements at this time, and will continue to assess the implications of the CARES Act and its continuing developments and interpretations. A reconciliation of beginning and ending amount of unrecognized tax benefit was as follows (in thousands): Year Ended January 31, 2021 2020 2019 Gross amount of unrecognized tax benefits as of the beginning of the year $ 15,987 $ 23,931 $ 11,719 Additions based on tax positions related to a prior year — 658 1,859 Additions based on tax positions related to current year 7,189 6,866 10,353 Reductions based on tax positions taken in a prior year (952) (15,468) — Gross amount of unrecognized tax benefits as of the end of the year $ 22,224 $ 15,987 $ 23,931 The Company is subject to taxation in the U.S. and various other state and foreign jurisdictions. As the Company has net operating loss carryforwards for U.S. federal and state jurisdictions, the statute of limitations is open for all years. For material foreign jurisdictions, the tax years open to examination include the tax years 2016 and forward. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Jan. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company computes net loss per share of common stock in conformity with the two-class method required for participating securities. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Year Ended January 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Numerator: Net loss $ (248,892) $ (17,440) $ (192,138) $ (16,775) $ (107,926) $ (17,571) Denominator: Weighted-average shares outstanding, basic and diluted 118,882 8,330 107,809 9,412 92,452 15,052 Net loss per share, basic and diluted $ (2.09) $ (2.09) $ (1.78) $ (1.78) $ (1.17) $ (1.17) 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): Year Ended January 31, 2021 2020 2019 Issued and outstanding stock options 8,250 12,359 17,804 Unvested RSUs issued and outstanding 4,452 4,893 4,836 Unvested restricted stock awards issued and outstanding — 177 388 Unvested shares subject to repurchase — 5 48 Unvested restricted common stock issued and outstanding — — 400 Shares committed under the ESPP 137 253 271 Shares related to 2023 Notes 832 2,494 7,134 Shares subject to warrants related to the issuance of 2023 Notes 1,048 2,494 — Shares related to 2025 Notes 5,617 5,617 — Shares related to 2026 Notes 4,820 — — 25,156 28,292 30,881 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 year ended January 31, 2021, 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 3, 2021, the Company entered into a definitive agreement to acquire Auth0, an identity management platform, pursuant to the Merger Agreement. Upon consummation of the transaction contemplated by the Merger Agreement, all outstanding shares of Auth0 capital stock, options, warrants, convertible securities, phantom equity and other outstanding equity interests will be cancelled in exchange for aggregate consideration of $6.5 billion in the form of shares of Class A common stock of the Company and assumed awards of corresponding Company equity interests, subject to customary purchase price adjustments and certain customary cash payouts in lieu of shares of Company Class A common stock, as provided by the Merger Agreement. The purchase price payable in shares of Class A common stock will be valued at $276.2147 per share (which price was calculated based on the daily volume-weighted average sales price per share of Company Class A common stock for the 20 trading days ending on February 26, 2021). The per share price of these shares has been fixed as of the Merger Agreement signing date, and the aggregate value of these shares will fluctuate based on changes in our share price between the signing and closing dates. The proposed transaction is expected to close during the Company’s second quarter of fiscal 2022, the quarter ending July 31, 2021. The closing of this transaction is subject to certain customary closing conditions and approvals. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying 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. |
Fiscal Period | The Company’s fiscal year ends on January 31. References to fiscal 2021, for example, refer to the fiscal year ended January 31, 2021. |
Use of Estimates | The preparation of 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 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 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 consolidated financial statements for the year ended January 31, 2021. As events continue to evolve and additional information becomes available, our assumptions and estimates may change materially in future periods. |
Foreign Currency | The functional currencies of the Company’s foreign subsidiaries are the respective local currencies. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss within the consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit). Foreign currency transaction gains and losses are included in other expense, net in the consolidated statements of operations and were not material for the years ended January 31, 2021, 2020 or 2019. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period, and equity balances are translated using historical exchange rates. |
Segment Information | The Company operates in a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. |
Revenue Recognition, Deferred Revenue and Cost of Revenue | The Company derives revenue from subscription fees (which include support fees) and professional services fees. The Company sells subscriptions to its platform through arrangements that are generally one The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Subscription Revenue Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer. Professional Services Revenue The Company’s professional services principally consist of customer-specific requests for application integrations, user interface enhancements and other customer-specific requests. Revenue for the Company’s professional services is recognized as services are performed in proportion to their pattern of transfer. Contracts with Multiple Performance Obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative SSP basis. The Company determines SSP based on observable, if available, prices for those related services when sold separately. When such observable prices are not available, the Company determines SSP based on overarching pricing objectives and strategies, taking into consideration market conditions and other factors, including customer size, volume purchased, market and industry conditions, product-specific factors and historical sales of the deliverables. |
Deferred Commissions | Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new revenue contracts, including incremental sales to existing customers, are deferred and then amortized on a straight-line basis over a period of benefit, which the Company has determined to be generally five years. The Company determined the period of benefit by taking into consideration the terms of its customer contracts, its technology and other factors. Sales commissions for renewal contracts (which are not considered commensurate with sales commissions for new revenue contracts and incremental sales to existing customers) are deferred and then amortized on a straight-line basis over the related period of benefit, which is generally the related contract renewal term. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations. |
Cash and Cash Equivalents | Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents generally consist of investments in money market funds. The fair market value of cash equivalents approximated their carrying value as of January 31, 2021 and 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. |
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 economic 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 collectibility issues. Amounts deemed uncollectible are recorded as an allowance in the consolidated balance sheets with an offsetting decrease in deferred revenue or a charge to general and administrative expense in the consolidated statements of operations. |
Property and Equipment | Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets. Repairs and maintenance costs are expensed as incurred. The useful lives of property and equipment are as follows: Useful lives Capitalized internal-use software costs 3 years Computers and equipment 3 years Furniture and fixtures 7 years Leasehold improvements Shorter of estimated useful life or remaining lease term |
Business Combinations | When the Company acquires a business, the purchase price is allocated to the net tangible and identifiable intangible assets acquired based on their estimated fair values. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. |
Goodwill and Other Long-Lived Assets | The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill. Goodwill is tested for impairment annually on November 1 st or more frequently if certain indicators are present. Long-lived assets, such as property and equipment and finite-lived intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds its fair value. |
Operating Leases and Incremental Borrowing Rate | The Company leases office space under operating leases with expiration dates through 2028. The Company determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at lease commencement. Lease liabilities are measured based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of either the rate implicit in the lease or the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. Lease liabilities due within twelve months are included within accrued expenses and other current liabilities on the Company's consolidated balance sheet. The estimation of the incremental borrowing rate is based on an estimate of the Company's unsecured borrowing rate for its Notes, adjusted for tenor and collateralized security features. Right-of-use assets are measured based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives received, incurred or payable under the lease. Recognition of rent expense begins when the lessor makes the underlying asset available to the Company. The Company does not assume renewals or early terminations of its leases unless it is reasonably certain to exercise these options at commencement and does not allocate consideration between lease and non-lease components. For short-term leases, the Company records rent expense in its consolidated statements of operations on a straight-line basis over the lease term and records variable lease payments as incurred. |
Convertible Senior Notes | The Company accounts for the issuance of convertible senior notes in accordance with FASB ASC Subtopic 470-20, Debt with Conversion and Other Options. Pursuant to ASC Subtopic 470-20, as the Notes have a net settlement feature and may be settled wholly or partially in cash upon conversion, the Company is required to separately account for the liability (debt) and equity (conversion option) components of the instrument. The carrying amount of the liability component is computed by estimating the fair value of a similar liability without the conversion option using income and market based approaches. For the income-based approach, the Company uses a convertible bond pricing model that includes several assumptions such as volatility, the risk-free rate, and observable trading activity for the Company's existing Notes. For the market-based approach, the Company observes the price of derivative instruments purchased in conjunction with our convertible senior note issuances or the Company evaluates issuances of convertible debt securities by other companies with similar credit risk ratings at the time of issuance. The amount of the equity component is then calculated by deducting the fair value of the liability component from the principal amount of the instrument. This difference represents a debt discount that is amortized to interest expense over the respective terms of the Notes using an effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components were based on their relative values. Similarly, in accordance with ASC Subtopic 470-20, transactions involving contemporaneous exchanges of cash between the same debtor and creditor in connection with the issuance of a new debt obligation and satisfaction of an existing debt obligation by the debtor should be evaluated as a modification or an exchange transaction depending on whether the exchange is determined to have substantially different terms. When the exchange is deemed to have substantially different terms due to a significant difference between the value of the conversion option immediately prior to and after the exchange, the transaction is accounted for as a debt extinguishment. Pursuant to ASC Subtopic 470-20, total consideration for the satisfaction of an existing debt obligation is separated into liability and equity components by estimating the fair value of a similar liability without a conversion option and assigning the residual value to the equity component. The effective interest rate used to estimate the fair value of the liability component is based on the income and market based approaches used to determine the effective interest rate of the new debt obligation, adjusted for the remaining tenor of the extinguished debt. The difference between the fair value and the amortized carrying value of the extinguished debt, net of the proportionate amounts of unamortized debt discount and remaining unamortized debt issuance costs, is recorded as a gain or loss on extinguishment. |
Advertising Expenses | Advertising costs are expensed as incurred. |
Income Taxes | The Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company has recorded a full valuation allowance against its deferred tax assets. Realization of its deferred tax assets is dependent primarily upon future U.S. taxable income. The Company recognizes and measures tax benefits from uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax position on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. |
Concentrations of Risk and Significant Customers | The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. Cash and cash equivalents and short-term investments are currently held in three financial institutions and, at times, may exceed federally insured limits. As of January 31, 2021 and 2020 and for each of the three years ended January 31, 2021, no single customer represented greater than 10% of accounts receivable or greater than 10% of revenue, respectively. |
Net Loss per Share | The Company computes basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase, without consideration for potentially dilutive securities as they do not share in losses. The diluted net loss per share attributable to common stockholders is computed giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, unvested restricted stock units (RSUs) purchase rights issued under the 2017 Employee Stock Purchase Plan shares subject to repurchase from early exercised options, unvested common stock and restricted stock issued in connection with certain business combinations, convertible senior notes and warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Since the Company's IPO, Class A and Class B common stock are the only outstanding equity of the Company. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion rights. See Note 15. |
Recently Adopted and Not Yet Adopted Accounting Pronouncements | In June 2016, the FASB issued Accounting Standards Update (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 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 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 consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted |
Fair Value Measurement | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant and Equipment Estimated Useful Life | The useful lives of property and equipment are as follows: Useful lives Capitalized internal-use software costs 3 years Computers and equipment 3 years Furniture and fixtures 7 years Leasehold improvements Shorter of estimated useful life or remaining lease term Property and equipment consisted of the following (in thousands): As of January 31, 2021 2020 Computers and equipment $ 1,242 $ 3,567 Furniture and fixtures 13,948 11,014 Leasehold improvements 69,862 55,363 Property and equipment, gross 85,052 69,944 Less accumulated depreciation (22,269) (16,409) Property and equipment, net $ 62,783 $ 53,535 |
Schedule of Revenue by Geographic Area | The following table sets forth revenue by geographic area (in thousands): Year Ended January 31, 2021 2020 2019 United States $ 701,635 $ 494,529 $ 337,367 International 133,789 91,538 61,887 Total $ 835,424 $ 586,067 $ 399,254 |
Cash Equivalents and Short-te_2
Cash Equivalents and Short-term Investments (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
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 January 31, 2021 and 2020 were as follows (in thousands): As of January 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash equivalents: Money market funds $ 311,257 $ — $ — $ 311,257 Total cash equivalents 311,257 — — 311,257 Short-term investments: U.S. treasury securities 1,888,882 1,571 (22) 1,890,431 Corporate debt securities 230,726 429 (2) 231,153 Total short-term investments 2,119,608 2,000 (24) 2,121,584 Total $ 2,430,865 $ 2,000 $ (24) $ 2,432,841 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 January 31, 2021 and 2020 (in thousands): As of January 31, 2021 Amortized Cost Estimated Fair Value Due within one year $ 1,509,241 $ 1,510,810 Due between one to five years 610,367 610,774 Total $ 2,119,608 $ 2,121,584 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
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 January 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 311,257 $ — $ — $ 311,257 Total cash equivalents 311,257 — — 311,257 Short-term investments: U.S. treasury securities — 1,890,431 — 1,890,431 Corporate debt securities — 231,153 — 231,153 Total short-term investments — 2,121,584 — 2,121,584 Total cash equivalents and short-term investments $ 311,257 $ 2,121,584 $ — $ 2,432,841 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 consolidated balance sheets (in thousands): As of January 31, 2021 Net Carrying Amount (1) Estimated Fair Value 2023 convertible senior notes $ 36,092 $ 216,926 2025 convertible senior notes $ 885,465 $ 1,605,508 2026 convertible senior notes $ 867,643 $ 1,493,850 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, net | Intangible assets consisted of the following (in thousands): As of January 31, 2021 Gross Accumulated Amortization Write-offs Net Capitalized internal-use software costs $ 30,259 $ (19,478) $ — $ 10,781 Purchased developed technology 28,800 (12,694) — 16,106 Software licenses 126 (4) — 122 $ 59,185 $ (32,176) $ — $ 27,009 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 |
Schedule of Estimated Remaining Amortization Expense for Intangible Assets | As of January 31, 2021, estimated remaining amortization expense for the intangible assets by fiscal year was as follows (in thousands): Remaining Amortization 2022 $ 10,354 2023 8,416 2024 7,354 2025 885 Total $ 27,009 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, net | The useful lives of property and equipment are as follows: Useful lives Capitalized internal-use software costs 3 years Computers and equipment 3 years Furniture and fixtures 7 years Leasehold improvements Shorter of estimated useful life or remaining lease term Property and equipment consisted of the following (in thousands): As of January 31, 2021 2020 Computers and equipment $ 1,242 $ 3,567 Furniture and fixtures 13,948 11,014 Leasehold improvements 69,862 55,363 Property and equipment, gross 85,052 69,944 Less accumulated depreciation (22,269) (16,409) Property and equipment, net $ 62,783 $ 53,535 |
Schedule of Allowances | The Company’s accounts receivable allowances for the years ended January 31, 2021, 2020 and 2019 were as follows (in thousands): As of January 31, 2021 2020 2019 Balance, beginning of period $ 1,166 $ 2,098 $ 1,472 Additions (reductions) 3,252 (673) 888 Write-offs (967) (259) (262) Balance, end of period $ 3,451 $ 1,166 $ 2,098 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of January 31, 2021 2020 Accrued expenses $ 24,717 $ 22,530 Accrued taxes payable 2,462 1,591 Operating lease liabilities 23,403 12,064 Other 3,147 702 Accrued expenses and other current liabilities $ 53,729 $ 36,887 |
Schedule of Other Liabilities, noncurrent | Other liabilities, noncurrent consisted of the following (in thousands): As of January 31, 2021 2020 Deferred tax liabilities $ 3,877 $ 1,558 Other 7,498 3,803 Other liabilities, noncurrent $ 11,375 $ 5,361 |
Convertible Senior Notes, Net (
Convertible Senior Notes, Net (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the 2023 Notes (in thousands): Year Ended January 31, 2021 2020 Contractual interest expense $ 180 $ 606 Amortization of debt issuance costs 312 985 Amortization of debt discount 3,316 11,219 Total $ 3,808 $ 12,810 Year Ended January 31, 2021 2020 Contractual interest expense $ 1,325 $ 519 Amortization of debt issuance costs 2,097 769 Amortization of debt discount 33,932 12,919 Total $ 37,354 $ 14,207 Year Ended January 31, 2021 Contractual interest expense $ 2,731 Amortization of debt issuance costs 813 Amortization of debt discount 27,954 Total $ 31,498 |
Schedule of Convertible Debt | The 2023 Notes, net consisted of the following (in thousands): As of January 31, 2021 Liability component: Principal $ 40,246 Less: unamortized debt issuance costs and debt discount (4,591) Net carrying amount $ 35,655 Equity component: 2023 Notes $ 9,328 Less: issuance costs (271) Carrying amount of the equity component (1) $ 9,057 (1) Included in the consolidated balance sheets within Additional paid-in capital. The 2025 Notes, net consisted of the following (in thousands): As of January 31, 2021 Liability component: Principal $ 1,060,000 Less: unamortized debt issuance costs and debt discount (186,971) Net carrying amount $ 873,029 Equity component: At Issuance 2025 Notes $ 221,387 Less: issuance costs (4,040) Carrying amount of the equity component (1) $ 217,347 (1) Included in the consolidated balance sheets within Additional paid-in capital. The 2026 Notes, net consisted of the following (in thousands): As of January 31, 2021 Liability component: Principal $ 1,150,000 Less: unamortized debt issuance costs and debt discount (292,613) Net carrying amount $ 857,387 At Issuance Equity component: 2026 Notes $ 310,311 Less: issuance costs (4,090) Carrying amount of the equity component (1) $ 306,221 (1) Included in the consolidated balance sheets within Additional paid-in capital. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Costs | Operating lease costs were as follows (in thousands): Year Ended January 31, 2021 2020 2019 Operating lease costs (1) $ 33,076 $ 23,193 $ 23,290 (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 January 31, 2021 were as follows (in thousands): Operating Leases 2022 $ 34,410 2023 37,910 2024 38,823 2025 36,289 2026 26,839 Thereafter 73,135 Total lease payments 247,406 Less imputed interest (44,279) Total operating lease liabilities $ 203,127 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Obligations Fiscal Maturity Schedule | As of January 31, 2021, future minimum purchase obligations, such as data center operations and sales and marketing activities, were as follows (in thousands): Purchase Obligations 2022 $ 53,992 2023 38,370 2024 32,844 2025 1,604 2026 1,417 Total contractual obligations $ 128,227 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | As of January 31, 2021, shares of common stock reserved for future issuance were as follows: As of January 31, 2021 Options and unvested RSUs outstanding 12,702,220 Available for future stock option and RSU grants 20,574,441 Available for ESPP 4,633,093 37,909,754 |
Employee Incentive Plans (Table
Employee Incentive Plans (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense by Award Type | Stock-based compensation expense by award type was as follows (in thousands): Year Ended January 31, 2021 2020 2019 Stock options $ 21,371 $ 21,888 $ 23,466 RSUs 164,412 94,637 41,637 ESPP 10,373 9,408 7,248 Restricted stock awards 25 590 1,608 Restricted common stock — 101 2,361 Total $ 196,181 $ 126,624 $ 76,320 |
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 consolidated statements of operations (in thousands): Year Ended January 31, 2021 2020 2019 Cost of revenue: Subscription $ 21,895 $ 12,923 $ 7,837 Professional services and other 8,083 7,164 4,983 Research and development 63,270 37,683 22,642 Sales and marketing 53,802 38,077 22,916 General and administrative 49,131 30,777 17,942 Total $ 196,181 $ 126,624 $ 76,320 |
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 (4,368,683) 10.44 Canceled (143,397) 19.23 Outstanding as of January 31, 2021 8,250,113 $ 18.93 5.6 $ 1,980,668 As of January 31, 2021 Vested and expected to vest 8,250,113 $ 18.93 5.6 $ 1,980,668 Vested and exercisable 6,818,491 $ 9.93 5.2 $ 1,698,330 |
Schedule of Black-Scholes Option Pricing Model Estimated Fair Value Assumptions | The Company used the Black-Scholes option pricing model to estimate the fair value of stock options granted with the following assumptions: Year Ended January 31, 2021 2020 2019 Expected volatility 45 % 43 % 40 % Expected term (in years) 6.3 6.3 6.3 Risk-free interest rate 0.37% - 0.44% 1.55% - 2.27% 2.70 % Expected dividend yield — — — |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the Company’s RSU activities and related information is as follows: Number of Weighted- Outstanding as of January 31, 2020 4,893,241 $ 77.99 Granted 2,198,704 173.64 Vested (2,195,094) 80.28 Forfeited (444,744) 90.01 Outstanding as of January 31, 2021 4,452,107 $ 122.90 |
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: Year Ended January 31, 2021 2020 2019 Expected volatility 48% - 54% 43% - 59% 39% - 70% Expected term (in years) 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 Risk-free interest rate 0.09% - 0.18% 1.53% - 2.05% 2.12% - 2.62% Expected dividend yield — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Pre-tax Loss | The domestic and foreign components of pre-tax loss for the years ended January 31, 2021, 2020 and 2019 were as follows (in thousands): Year Ended January 31, 2021 2020 2019 Domestic $ (282,026) $ (220,846) $ (128,214) Foreign 15,835 10,514 2,700 Loss before provision for (benefit from) income taxes $ (266,191) $ (210,332) $ (125,514) |
Schedule of Components of Provision for (Benefit from) Income Taxes | The components of the provision for (benefit from) income taxes for the years ended January 31, 2021, 2020 and 2019 were as follows (in thousands): Year Ended January 31, 2021 2020 2019 Current: Federal $ 11 $ 33 $ — State 136 86 61 Foreign 1,294 822 667 Total current provision for income taxes 1,441 941 728 Deferred: Federal 51 (518) (620) State 5 (406) (130) Foreign (1,356) (1,436) 5 Total deferred benefit from income taxes (1,300) (2,360) (745) Total provision for (benefit from) income taxes $ 141 $ (1,419) $ (17) |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended January 31, 2021, 2020 and 2019: Year Ended January 31, 2021 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 4.1 4.0 3.8 Change in valuation allowance (101.0) (100.1) (68.5) Stock-based compensation 70.2 59.8 45.5 Research and development credits 6.4 18.0 — Other, net (0.8) (2.0) (1.8) Effective tax rate (0.1) % 0.7 % — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and related deferred tax assets and liabilities as of January 31, 2021 and 2020 were as follows (in thousands): As of January 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 607,483 $ 370,705 Stock-based compensation 18,952 18,680 Deferred revenue 1,144 1,960 Operating lease liabilities 51,702 42,073 Other reserves and accruals 16,586 6,414 Research and development and other credits 57,060 39,918 Disallowed interest 6,091 4,507 Total deferred tax assets 759,018 484,257 Valuation allowance (555,199) (361,606) Total deferred tax assets, net 203,819 122,651 Deferred tax liabilities: Convertible debt (112,547) (50,963) Deferred commissions (38,710) (27,569) Capitalized internal-use software costs (2,691) (2,248) Goodwill (306) (262) Operating lease right-of-use assets (37,522) (31,165) Depreciation and amortization (8,522) (8,315) Total deferred tax liabilities (200,298) (120,522) Net deferred tax assets $ 3,521 $ 2,129 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of beginning and ending amount of unrecognized tax benefit was as follows (in thousands): Year Ended January 31, 2021 2020 2019 Gross amount of unrecognized tax benefits as of the beginning of the year $ 15,987 $ 23,931 $ 11,719 Additions based on tax positions related to a prior year — 658 1,859 Additions based on tax positions related to current year 7,189 6,866 10,353 Reductions based on tax positions taken in a prior year (952) (15,468) — Gross amount of unrecognized tax benefits as of the end of the year $ 22,224 $ 15,987 $ 23,931 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
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): Year Ended January 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Numerator: Net loss $ (248,892) $ (17,440) $ (192,138) $ (16,775) $ (107,926) $ (17,571) Denominator: Weighted-average shares outstanding, basic and diluted 118,882 8,330 107,809 9,412 92,452 15,052 Net loss per share, basic and diluted $ (2.09) $ (2.09) $ (1.78) $ (1.78) $ (1.17) $ (1.17) |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): Year Ended January 31, 2021 2020 2019 Issued and outstanding stock options 8,250 12,359 17,804 Unvested RSUs issued and outstanding 4,452 4,893 4,836 Unvested restricted stock awards issued and outstanding — 177 388 Unvested shares subject to repurchase — 5 48 Unvested restricted common stock issued and outstanding — — 400 Shares committed under the ESPP 137 253 271 Shares related to 2023 Notes 832 2,494 7,134 Shares subject to warrants related to the issuance of 2023 Notes 1,048 2,494 — Shares related to 2025 Notes 5,617 5,617 — Shares related to 2026 Notes 4,820 — — 25,156 28,292 30,881 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Payment terms for deferred revenue | 30 days | ||
Amortization period for capitalized contract costs | 5 years | ||
Commissions capitalized as contract costs | $ 81,000,000 | $ 61,300,000 | |
Amortization of contract costs | 39,700,000 | 28,600,000 | $ 20,900,000 |
Impairment loss related to costs capitalized | 0 | 0 | 0 |
Noncurrent portion of restricted cash | 9,500,000 | 11,400,000 | |
Advertising expenses | $ 33,100,000 | $ 17,000,000 | $ 10,000,000 |
Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract duration | 1 year | ||
Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract duration | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | 12 Months Ended |
Jan. 31, 2021 | |
Computers and equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Capitalized internal-use software costs | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 835,424 | $ 586,067 | $ 399,254 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 701,635 | 494,529 | 337,367 |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 133,789 | $ 91,538 | $ 61,887 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Payments for business acquisition, net of cash acquired | $ 0 | $ 44,283 | $ 15,632 | |
Purchased developed technology | $ 24,200 | |||
Weighted average useful life | 3 years 1 month 6 days | 3 years 10 months 24 days | ||
Goodwill | $ 48,023 | $ 48,023 | ||
Series of individually immaterial business acquisitions | ||||
Business Acquisition [Line Items] | ||||
Payments for business acquisition, net of cash acquired | 44,200 | |||
Cash received from acquisition | 1,100 | |||
Goodwill | 29,900 | |||
Acquisition related costs | $ 3,000 | |||
Deferred compensation liability, noncurrent | 10,800 | |||
Compensation expense | $ 3,000 | |||
Series of individually immaterial business acquisitions | Purchased developed technology | ||||
Business Acquisition [Line Items] | ||||
Purchased developed technology | $ 15,700 | |||
Weighted average useful life | 5 years |
Cash Equivalents and Short-te_3
Cash Equivalents and Short-term Investments - Schedule of Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | $ 2,430,865 | $ 1,318,359 |
Unrealized Gain | 2,000 | 1,205 |
Unrealized Loss | (24) | (8) |
Estimated Fair Value | 2,432,841 | 1,319,556 |
Cash and cash equivalents | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 311,257 | 436,580 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Estimated Fair Value | 311,257 | 436,580 |
Cash and cash equivalents | Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 311,257 | 416,584 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Estimated Fair Value | 311,257 | 416,584 |
Cash and cash equivalents | U.S. treasury securities | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 19,996 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Estimated Fair Value | 19,996 | |
Short-term Investments | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 2,119,608 | 881,779 |
Unrealized Gain | 2,000 | 1,205 |
Unrealized Loss | (24) | (8) |
Estimated Fair Value | 2,121,584 | 882,976 |
Short-term Investments | U.S. treasury securities | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 1,888,882 | 575,920 |
Unrealized Gain | 1,571 | 686 |
Unrealized Loss | (22) | (8) |
Estimated Fair Value | 1,890,431 | 576,598 |
Short-term Investments | Corporate debt securities | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 230,726 | 305,859 |
Unrealized Gain | 429 | 519 |
Unrealized Loss | (2) | 0 |
Estimated Fair Value | $ 231,153 | $ 306,378 |
Cash Equivalents and Short-te_4
Cash Equivalents and Short-term Investments - Schedule of Contractual Maturities of Short-term Investments (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Amortized Cost | ||
Amortized Cost | $ 2,430,865 | $ 1,318,359 |
Estimated Fair Value | ||
Total | 2,432,841 | 1,319,556 |
Short-term Investments | ||
Amortized Cost | ||
Due within one year | 1,509,241 | |
Due between one to five years | 610,367 | |
Amortized Cost | 2,119,608 | 881,779 |
Estimated Fair Value | ||
Due within one year | 1,510,810 | |
Due between one to five years | 610,774 | |
Total | $ 2,121,584 | $ 882,976 |
Cash Equivalents and Short-te_5
Cash Equivalents and Short-term Investments - Narrative (Details) | 12 Months Ended | ||
Jan. 31, 2021USD ($)investment | Jan. 31, 2020USD ($)investment | Jan. 31, 2019USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |||
Unsettled maturities of short-term investments | $ 31,000,000 | $ 0 | |
Interest receivable | $ 10,500,000 | $ 5,700,000 | |
Number of short-term investments in unrealized loss positions | investment | 10 | 7 | |
Gross unrealized gains or losses from available-for-sale securities | $ 0 | $ 0 | $ 0 |
Realized gains or losses reclassified out of accumulated other comprehensive income | 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 (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Assets: | ||
Total cash equivalents | $ 311,257 | $ 436,580 |
Total short-term investments | 2,121,584 | 882,976 |
Total cash equivalents and short-term investments | 2,432,841 | 1,319,556 |
Level 1 | ||
Assets: | ||
Total cash equivalents | 311,257 | 416,584 |
Total short-term investments | 0 | 0 |
Total cash equivalents and short-term investments | 311,257 | 416,584 |
Level 2 | ||
Assets: | ||
Total cash equivalents | 0 | 19,996 |
Total short-term investments | 2,121,584 | 882,976 |
Total cash equivalents and short-term investments | 2,121,584 | 902,972 |
Level 3 | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Total short-term investments | 0 | 0 |
Total cash equivalents and short-term investments | 0 | 0 |
U.S. treasury securities | ||
Assets: | ||
Total short-term investments | 1,890,431 | 576,598 |
U.S. treasury securities | Level 1 | ||
Assets: | ||
Total short-term investments | 0 | 0 |
U.S. treasury securities | Level 2 | ||
Assets: | ||
Total short-term investments | 1,890,431 | 576,598 |
U.S. treasury securities | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | 0 |
Corporate debt securities | ||
Assets: | ||
Total short-term investments | 231,153 | 306,378 |
Corporate debt securities | Level 1 | ||
Assets: | ||
Total short-term investments | 0 | 0 |
Corporate debt securities | Level 2 | ||
Assets: | ||
Total short-term investments | 231,153 | 306,378 |
Corporate debt securities | Level 3 | ||
Assets: | ||
Total short-term investments | 0 | 0 |
Money market funds | ||
Assets: | ||
Total cash equivalents | 311,257 | 416,584 |
Money market funds | Level 1 | ||
Assets: | ||
Total cash equivalents | 311,257 | 416,584 |
Money market funds | Level 2 | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Assets: | ||
Total cash equivalents | $ 0 | 0 |
U.S. treasury securities | ||
Assets: | ||
Total cash equivalents | 19,996 | |
U.S. treasury securities | Level 1 | ||
Assets: | ||
Total cash equivalents | 0 | |
U.S. treasury securities | Level 2 | ||
Assets: | ||
Total cash equivalents | 19,996 | |
U.S. treasury securities | Level 3 | ||
Assets: | ||
Total cash equivalents | $ 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 | Jan. 31, 2021USD ($) |
Net Carrying Amount | 2023 Notes | |
Debt Instrument [Line Items] | |
Convertible senior notes value | $ 36,092 |
Net Carrying Amount | 2025 Notes | |
Debt Instrument [Line Items] | |
Convertible senior notes value | 885,465 |
Net Carrying Amount | 2026 Notes | |
Debt Instrument [Line Items] | |
Convertible senior notes value | 867,643 |
Estimated Fair Value | 2023 Notes | |
Debt Instrument [Line Items] | |
Convertible senior notes value | 216,926 |
Estimated Fair Value | 2025 Notes | |
Debt Instrument [Line Items] | |
Convertible senior notes value | 1,605,508 |
Estimated Fair Value | 2026 Notes | |
Debt Instrument [Line Items] | |
Convertible senior notes value | $ 1,493,850 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 31, 2021USD ($)$ / shares |
Debt Instrument [Line Items] | |
Closing price of common stock (in dollars per share) | $ / shares | $ 259.01 |
2023 Notes | Senior Notes | |
Debt Instrument [Line Items] | |
Principal amount outstanding | $ 40,246 |
2025 Notes | Senior Notes | |
Debt Instrument [Line Items] | |
Principal amount outstanding | 1,060,000 |
2026 Notes | Senior Notes | |
Debt Instrument [Line Items] | |
Principal amount outstanding | $ 1,150,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Goodwill [Line Items] | |||
Goodwill | $ 48,023,000 | $ 48,023,000 | |
Goodwill acquired | 29,900,000 | ||
Goodwill impairments | $ 0 | 0 | $ 0 |
Purchased developed technology | $ 24,200,000 | ||
Weighted average useful life | 3 years 1 month 6 days | 3 years 10 months 24 days | |
Amortization expense | $ 11,100,000 | $ 10,600,000 | $ 5,800,000 |
Capitalized internal-use software costs | |||
Goodwill [Line Items] | |||
Capitalized internal-use software | $ 5,500,000 | $ 5,100,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 59,185 | $ 54,802 |
Accumulated Amortization | (32,176) | (22,154) |
Write-offs | 0 | (119) |
Net | 27,009 | 32,529 |
Capitalized internal-use software costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 30,259 | 24,890 |
Accumulated Amortization | (19,478) | (14,828) |
Write-offs | 0 | (119) |
Net | 10,781 | 9,943 |
Purchased developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 28,800 | 28,800 |
Accumulated Amortization | (12,694) | (6,321) |
Write-offs | 0 | 0 |
Net | 16,106 | 22,479 |
Software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 126 | 1,112 |
Accumulated Amortization | (4) | (1,005) |
Write-offs | 0 | 0 |
Net | $ 122 | $ 107 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Remaining Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 10,354 | |
2023 | 8,416 | |
2024 | 7,354 | |
2025 | 885 | |
Total | $ 27,009 | $ 32,529 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 85,052 | $ 69,944 | |
Less accumulated depreciation | (22,269) | (16,409) | |
Property and equipment, net | 62,783 | 53,535 | |
Depreciation expense | 9,400 | 8,800 | $ 5,700 |
Computers and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,242 | 3,567 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 13,948 | 11,014 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 69,862 | $ 55,363 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, beginning of period | $ 1,166 | $ 2,098 | $ 1,472 |
Additions (reductions) | 3,252 | (673) | 888 |
Write-offs | (967) | (259) | (262) |
Balance, end of period | $ 3,451 | $ 1,166 | $ 2,098 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 24,717 | $ 22,530 |
Accrued taxes payable | 2,462 | 1,591 |
Operating lease liabilities | 23,403 | 12,064 |
Other | 3,147 | 702 |
Accrued expenses and other current liabilities | $ 53,729 | $ 36,887 |
Operating lease liability, current, statement of financial position | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Other Liabilities, Noncurrent (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred tax liabilities | $ 3,877 | $ 1,558 |
Other | 7,498 | 3,803 |
Other liabilities, noncurrent | $ 11,375 | $ 5,361 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized that was included in the contract liability balance | $ 361 | $ 241.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue from remaining performance obligations | 1,796.9 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue from remaining performance obligations | $ 841.8 | |
Remaining performance obligation, percentage | 47.00% | |
Performance obligations expected to be satisfied, expected timing | 12 months |
Convertible Senior Notes, Net -
Convertible Senior Notes, Net - Convertible Senior Notes Narrative (Details) $ / shares in Units, shares in Millions | Feb. 01, 2021USD ($) | Jun. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)tradingDay$ / sharesshares | Feb. 28, 2018USD ($)tradingDay | Jan. 31, 2021USD ($)$ / shares | Oct. 31, 2020USD ($) | Jan. 31, 2021USD ($)tradingDay$ / sharesshares | Jan. 31, 2020USD ($) | Jan. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Loss on early extinguishment and conversion of debt | $ 2,263,000 | $ 14,572,000 | $ 0 | ||||||
2023 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Limitation on sale of common stock, sale price threshold, number of trading days | tradingDay | 80 | ||||||||
2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price percentage | 130.00% | ||||||||
Senior Notes | 2023 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 0.25% | ||||||||
Net proceeds from notes | $ 335,000,000 | ||||||||
Repayments of debt | $ 224,400,000 | ||||||||
Repurchase amount | $ 260,500,000 | 604,800,000 | |||||||
Debt component of aggregate consideration | 61,800,000 | 197,700,000 | |||||||
Equity component of aggregate consideration | $ 198,700,000 | $ 407,100,000 | |||||||
Effective interest rate | 4.90% | 4.00% | 5.68% | 5.68% | |||||
Aggregate principal amount | $ 59,600,000 | $ 183,100,000 | |||||||
Loss on early extinguishment and conversion of debt | $ 14,600,000 | $ 2,200,000 | |||||||
Debt issuance costs | $ 10,000,000 | 10,000,000 | $ 3,800,000 | ||||||
Senior notes | 69,900,000 | ||||||||
Repayments of debt | $ 200,000 | ||||||||
Write off of deferred debt issuance cost | 1,000,000 | ||||||||
Principal amount outstanding | $ 40,246,000 | $ 40,246,000 | |||||||
Initial conversion rate of common stock | 0.0206795 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 48.36 | $ 48.36 | |||||||
Limitation on sale of common stock, sale price threshold, number of trading days | tradingDay | 20 | ||||||||
Limitation on sale of common stock, sale price threshold, trading period | tradingDay | 30 | ||||||||
Threshold percentage of stock price trigger | 130.00% | 130.00% | |||||||
Number of consecutive business days | tradingDay | 5 | ||||||||
Percentage of closing sale price in excess of convertible notes | 98.00% | ||||||||
Repayments of debt | $ 300,000 | ||||||||
Debt conversion, original debt amount | $ 4,300,000 | 10,400,000 | |||||||
Redemption price percentage | 100.00% | ||||||||
Issuance costs attributable to liability component | $ 7,700,000 | $ 7,700,000 | |||||||
Senior Notes | 2023 Notes | Subsequent Event | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion, original debt amount | $ 3,200,000 | ||||||||
Senior Notes | 2025 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 0.125% | ||||||||
Net proceeds from notes | $ 1,040,700,000 | ||||||||
Effective interest rate | 4.10% | 4.10% | |||||||
Debt issuance costs | $ 19,300,000 | $ 19,300,000 | |||||||
Principal amount outstanding | 1,060,000,000 | $ 1,060,000,000 | |||||||
Initial conversion rate of common stock | 0.0052991 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 188.71 | ||||||||
Sales price as a percentage of conversion price | 130.00% | ||||||||
Limitation on sale of common stock, sale price threshold, trading period | tradingDay | 30 | ||||||||
Percentage of closing sale price in excess of convertible notes | 98.00% | ||||||||
Redemption price percentage | 100.00% | ||||||||
Issuance costs attributable to liability component | $ 15,300,000 | $ 15,300,000 | |||||||
Limit within threshold of consecutive trading days | tradingDay | 20 | ||||||||
Senior Notes | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 0.375% | 0.375% | |||||||
Net proceeds from notes | $ 1,134,800,000 | ||||||||
Effective interest rate | 5.75% | 5.75% | |||||||
Debt issuance costs | $ 15,200,000 | $ 15,200,000 | |||||||
Principal amount outstanding | $ 1,150,000,000 | $ 1,150,000,000 | |||||||
Initial conversion rate of common stock | 0.0041912 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 238.60 | $ 238.60 | |||||||
Sales price as a percentage of conversion price | 130.00% | ||||||||
Limitation on sale of common stock, sale price threshold, trading period | tradingDay | 30 | ||||||||
Number of consecutive business days | tradingDay | 5 | ||||||||
Percentage of closing sale price in excess of convertible notes | 98.00% | ||||||||
Redemption price percentage | 100.00% | ||||||||
Issuance costs attributable to liability component | $ 11,100,000 | $ 11,100,000 | |||||||
Limit within threshold of consecutive trading days | tradingDay | 20 | ||||||||
Repurchased amount | 0 | $ 0 | |||||||
Additional Paid-in Capital | Senior Notes | 2023 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs, equity component | 2,300,000 | 2,300,000 | |||||||
Equity issuance costs | 271,000 | 271,000 | |||||||
Additional Paid-in Capital | Senior Notes | 2025 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity issuance costs | 4,040,000 | 4,040,000 | |||||||
Additional Paid-in Capital | Senior Notes | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity issuance costs | $ 4,090,000 | $ 4,090,000 | |||||||
Class A Common Stock | Senior Notes | 2023 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock issued during the period (in shares) | shares | 1.4 | 3 | |||||||
Shares issued to settle debt | shares | 0.2 |
Convertible Senior Notes, Net_2
Convertible Senior Notes, Net - Schedule of Interest Expense (Details) - Senior Notes - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
2023 Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 180 | $ 606 |
Amortization of debt issuance costs | 312 | 985 |
Amortization of debt discount | 3,316 | 11,219 |
Total | 3,808 | 12,810 |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 1,325 | 519 |
Amortization of debt issuance costs | 2,097 | 769 |
Amortization of debt discount | 33,932 | 12,919 |
Total | 37,354 | $ 14,207 |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 2,731 | |
Amortization of debt issuance costs | 813 | |
Amortization of debt discount | 27,954 | |
Total | $ 31,498 |
Convertible Senior Notes, Net_3
Convertible Senior Notes, Net - Schedule of Convertible Debt (Details) - Senior Notes $ in Thousands | Jan. 31, 2021USD ($) |
2023 Notes | |
Liability component: | |
Principal | $ 40,246 |
Less: unamortized debt issuance costs and debt discount | (4,591) |
Net carrying amount | 35,655 |
2025 Notes | |
Liability component: | |
Principal | 1,060,000 |
Less: unamortized debt issuance costs and debt discount | (186,971) |
Net carrying amount | 873,029 |
2026 Notes | |
Liability component: | |
Principal | 1,150,000 |
Less: unamortized debt issuance costs and debt discount | (292,613) |
Net carrying amount | 857,387 |
Additional Paid-in Capital | 2023 Notes | |
Equity component: | |
Notes | 9,328 |
Less: issuance costs | (271) |
Carrying amount of the equity component | 9,057 |
Additional Paid-in Capital | 2025 Notes | |
Equity component: | |
Notes | 221,387 |
Less: issuance costs | (4,040) |
Carrying amount of the equity component | 217,347 |
Additional Paid-in Capital | 2026 Notes | |
Equity component: | |
Notes | 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, Warrants and Capped Calls (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)$ / sharesshares | Feb. 28, 2018tradingDay | Jan. 31, 2021USD ($)tradingDay$ / sharesshares | Jan. 31, 2020USD ($)shares | Jan. 31, 2019USD ($)shares | |
Debt Instrument [Line Items] | ||||||
Aggregate amount paid for cost of Note Hedge | $ 0 | $ 0 | $ 80,040 | |||
Proceeds from hedges related to convertible senior notes | 195,046 | 405,851 | ||||
Proceeds from issuance of warrants related to convertible senior notes | 0 | 0 | 52,440 | |||
Payments for repurchase of warrants | $ 175,399 | $ 358,622 | $ 0 | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 25,156 | 28,292 | 30,881 | |||
Payment for capped calls | $ 133,975 | $ 74,094 | $ 0 | |||
2023 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Shares issuable under warrants granted (in shares) | shares | 1,400 | 4,600 | ||||
Number of shares available for purchase | shares | 800 | |||||
Number of warrants outstanding (in shares) | shares | 1,000 | |||||
Limitation on sale of common stock, sale price threshold, number of trading days | tradingDay | 80 | |||||
Per share value, shares issuable under warrants granted (in dollars per share) | $ / shares | $ 68.06 | |||||
Proceeds from issuance of warrants related to convertible senior notes | $ 52,400 | |||||
Payments for repurchase of warrants | $ 175,400 | $ 358,600 | ||||
2025 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Initial cap price (in dollars per share) | $ / shares | $ 255.88 | |||||
Payment for capped calls | $ 74,100 | |||||
2026 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Initial cap price (in dollars per share) | $ / shares | $ 360.14 | |||||
Payment for capped calls | $ 134,000 | |||||
Senior Notes | 2023 Notes | ||||||
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 | |||||
Aggregate amount paid for cost of Note Hedge | $ 80,000 | |||||
Proceeds from hedges related to convertible senior notes | $ 195,000 | $ 405,900 | ||||
Hedge exercised, underlying debt instrument amount | $ 10,400 | |||||
Hedge exercised, number of shares received | shares | 200 | |||||
Number of warrants outstanding (in shares) | shares | 7,100 | |||||
Limitation on sale of common stock, sale price threshold, number of trading days | tradingDay | 20 | |||||
Senior Notes | 2025 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price (in dollars per share) | $ / shares | $ 188.71 | |||||
Senior Notes | 2026 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price (in dollars per share) | $ / shares | $ 238.60 | |||||
Convertible debt securities | ||||||
Debt Instrument [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 832 | 2,494 | 7,134 | |||
Convertible debt securities | 2025 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 5,600 | |||||
Convertible debt securities | 2026 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 4,800 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | |
Jan. 31, 2021USD ($)renewalOption | Jan. 31, 2020USD ($) | |
Other Commitments [Line Items] | ||
Number of renewal options | renewalOption | 2 | |
Operating lease renewal term | 5 years | |
Weighted average remaining lease term | 6 years 9 months 18 days | 7 years 10 months 24 days |
Weighted average discount rate | 5.60% | 5.70% |
Operating lease payments | $ 31,100,000 | $ 18,300,000 |
Operating lease impairment charge | $ 3,100,000 | $ 0 |
San Francisco - Ten Year Lease | ||
Other Commitments [Line Items] | ||
Operating lease term | 10 years |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Leases [Abstract] | |||
Operating lease costs | $ 33,076 | $ 23,193 | $ 23,290 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands | Jan. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 34,410 |
2023 | 37,910 |
2024 | 38,823 |
2025 | 36,289 |
2026 | 26,839 |
Thereafter | 73,135 |
Total lease payments | 247,406 |
Less imputed interest | (44,279) |
Operating lease liability | $ 203,127 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - Letter of Credit - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 |
Other Commitments [Line Items] | ||
Letters of credit issued and outstanding | $ 11,200,000 | $ 11,900,000 |
Draws on letters of credit | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Commitment Maturity Schedules (Details) $ in Thousands | Jan. 31, 2021USD ($) |
Purchase Obligations | |
2022 | $ 53,992 |
2023 | 38,370 |
2024 | 32,844 |
2025 | 1,604 |
2026 | 1,417 |
Total contractual obligations | $ 128,227 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2020shares | Sep. 30, 2019shares | Jan. 31, 2021USD ($)voteshares | Jan. 31, 2020USD ($)shares | Jan. 31, 2019USD ($)shares | |
Class of Stock [Line Items] | |||||
Non-cash charitable contributions | $ | $ 9,292 | $ 1,746 | $ 1,008 | ||
2023 Notes | Senior Notes | |||||
Class of Stock [Line Items] | |||||
Hedge exercised, number of shares received | 200,000 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of votes per share | vote | 1 | ||||
Number of shares issued upon conversion | 1 | ||||
Class A Common Stock | 2023 Notes | Senior Notes | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period (in shares) | 1,400,000 | 3,000,000 | |||
Shares issued to settle debt | 200,000 | ||||
Class A Common Stock | Contribution of nonmonetary assets to charitable organization | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock pursuant to charitable donation (in shares) | 42,500 | 15,000 | 20,000 | ||
Non-cash charitable contributions | $ | $ 9,300 | $ 1,700 | $ 1,000 | ||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of votes per share | vote | 10 |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) | Jan. 31, 2021shares |
Class of Stock [Line Items] | |
Common stock reserved for future issuance and options and unvested RSUs outstanding (in shares) | 37,909,754 |
Options and unvested RSUs outstanding | |
Class of Stock [Line Items] | |
Options and unvested RSUs outstanding (in shares) | 12,702,220 |
Common stock, reserved for future issuance (in shares) | 20,574,441 |
ESPP | |
Class of Stock [Line Items] | |
Common stock, reserved for future issuance (in shares) | 4,633,093 |
Employee Incentive Plans - Sche
Employee Incentive Plans - Schedule of Stock-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 196,181 | $ 126,624 | $ 76,320 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 21,371 | 21,888 | 23,466 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 164,412 | 94,637 | 41,637 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 10,373 | 9,408 | 7,248 |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 25 | 590 | 1,608 |
Restricted common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0 | $ 101 | $ 2,361 |
Employee Incentive Plans - Sc_2
Employee Incentive Plans - Schedule of Stock-based Compensation Expense by Statement of Operations Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 196,181 | $ 126,624 | $ 76,320 |
Subscription | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 21,895 | 12,923 | 7,837 |
Professional services and other | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 8,083 | 7,164 | 4,983 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 63,270 | 37,683 | 22,642 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 53,802 | 38,077 | 22,916 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 49,131 | $ 30,777 | $ 17,942 |
Employee Incentive Plans - Narr
Employee Incentive Plans - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021USD ($)offering_periodincentive_plan$ / sharesshares | Jan. 31, 2020USD ($)$ / sharesshares | Jan. 31, 2019USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity incentive plans | incentive_plan | 2 | ||
Options to purchase common stock outstanding (in shares) | shares | 8,250,113 | 12,359,302 | |
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 63.32 | $ 37.35 | $ 17.21 |
Grant date fair value of vested stock options | $ 19,700 | $ 23,700 | $ 23,800 |
Intrinsic value of options exercised | 772,300 | 558,600 | 309,300 |
Unrecognized stock-based compensation expense | 31,100 | 28,200 | |
Issuance of common stock under employee stock purchase plan, net of cancellations | $ 25,911 | $ 18,767 | 13,727 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period (years) | 10 years | ||
Vesting period | 4 years | ||
Weighted average stock-based compensation recognition period | 1 year 4 months 24 days | 1 year 4 months 24 days | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average stock-based compensation recognition period | 2 years 6 months | ||
Granted during period (in shares) | shares | 2,198,704 | ||
Shares issued fair value | $ 381,800 | ||
Unrecognized compensation costs related to unvested restricted stock units | 502,800 | ||
Fair value of units vested | $ 410,400 | $ 193,900 | $ 58,700 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average stock-based compensation recognition period | 10 months 24 days | ||
Unrecognized compensation costs related to unvested restricted stock units | $ 10,100 | ||
ESPP offering period | 12 months | ||
Number of offering periods | offering_period | 2 | ||
ESPP length of purchase period | 6 months | ||
Number of shares issued under ESPP | shares | 247,142 | 322,795 | |
Weighted average price, shares issued under ESPP (in dollars per share) | $ / shares | $ 104.84 | $ 58.14 | |
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 | 1,074,212 | ||
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 | 7,175,901 | ||
Vesting tranche one | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Vesting percentage earned by employees after each completed year of service | 25.00% |
Employee Incentive Plans - Sc_3
Employee Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jan. 31, 2021 | 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) | (4,368,683) | |
Number of options, canceled (in shares) | (143,397) | |
Number of options, outstanding end of period (in shares) | 8,250,113 | 12,359,302 |
Vested and expected to vest, number of options (in shares) | 8,250,113 | |
Vested and exercisable, number of options (in shares) | 6,818,491 | |
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) | 10.44 | |
Options canceled, weighted average exercise price (in dollars per share) | 19.23 | |
Options outstanding, weighted average exercise price end of period (in dollars per share) | 18.93 | $ 11.82 |
Vested and expected to vest, weighted average exercise price (in dollars per share) | 18.93 | |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 9.93 | |
Additional Disclosures | ||
Options outstanding, weighted average remaining contractual term | 5 years 7 months 6 days | 6 years 2 months 12 days |
Vested and expected to vest, weighted average remaining contractual term | 5 years 7 months 6 days | |
Vested and exercisable, weighted average remaining contractual term | 5 years 2 months 12 days | |
Options outstanding, aggregate intrinsic value | $ 1,980,668 | $ 1,436,487 |
Vested and expected to vest, aggregate intrinsic value | 1,980,668 | |
Vested and exercisable, aggregate intrinsic value | $ 1,698,330 |
Employee Incentive Plans - Sc_4
Employee Incentive Plans - Schedule of Estimated Fair Value Assumptions (Details) | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 45.00% | 43.00% | 40.00% |
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Risk-free interest rate, minimum | 0.37% | 1.55% | |
Risk-free interest rate, maximum | 0.44% | 2.27% | |
Risk-free interest rate | 2.70% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 0.09% | 1.53% | 2.12% |
Risk-free interest rate, maximum | 0.18% | 2.05% | 2.62% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
ESPP | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 48.00% | 43.00% | 39.00% |
Expected term (in years) | 6 months | 6 months | 6 months |
ESPP | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 54.00% | 59.00% | 70.00% |
Expected term (in years) | 1 year | 1 year | 1 year |
Employee Incentive Plans - Sc_5
Employee Incentive Plans - Schedule of Restricted Stock Unit Activity (Details) - RSUs | 12 Months Ended |
Jan. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 4,893,241 |
Granted during period (in shares) | shares | 2,198,704 |
Vested during period (in shares) | shares | (2,195,094) |
Forfeited during period (in shares) | shares | (444,744) |
Outstanding at end of period (in shares) | shares | 4,452,107 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 77.99 |
Granted during period (in dollars per share) | $ / shares | 173.64 |
Vested during period (in dollars per share) | $ / shares | 80.28 |
Forfeited during period (in dollars per share) | $ / shares | 90.01 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 122.90 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Pre-tax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (282,026) | $ (220,846) | $ (128,214) |
Foreign | 15,835 | 10,514 | 2,700 |
Loss before provision for (benefit from) income taxes | $ (266,191) | $ (210,332) | $ (125,514) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Current: | |||
Federal | $ 11 | $ 33 | $ 0 |
State | 136 | 86 | 61 |
Foreign | 1,294 | 822 | 667 |
Total current provision for income taxes | 1,441 | 941 | 728 |
Deferred: | |||
Federal | 51 | (518) | (620) |
State | 5 | (406) | (130) |
Foreign | (1,356) | (1,436) | 5 |
Total deferred benefit from income taxes | (1,300) | (2,360) | (745) |
Total provision for (benefit from) income taxes | $ 141 | $ (1,419) | $ (17) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Increase in valuation allowance | $ 193,600,000 | $ 157,700,000 |
Accrued penalties and interest related to unrecognized tax benefits | 0 | $ 0 |
Domestic Tax Authority | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating loss carryforwards | 2,390,300,000 | |
Domestic Tax Authority | Research Tax Credit Carryforward | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Tax credit carryforward | 50,300,000 | |
State and Local Jurisdiction | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating loss carryforwards | 1,541,900,000 | |
State and Local Jurisdiction | Research Tax Credit Carryforward | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Tax credit carryforward | 33,400,000 | |
State and Local Jurisdiction | California Enterprise Zone Credit | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Tax credit carryforward | 1,000,000 | |
UNITED KINGDOM | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating loss carryforwards | $ 49,400,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 4.10% | 4.00% | 3.80% |
Change in valuation allowance | (101.00%) | (100.10%) | (68.50%) |
Stock-based compensation | 70.20% | 59.80% | 45.50% |
Research and development credits | 6.40% | 18.00% | 0.00% |
Other, net | (0.80%) | (2.00%) | (1.80%) |
Effective tax rate | (0.10%) | 0.70% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jan. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 607,483 | $ 370,705 |
Stock-based compensation | 18,952 | 18,680 |
Deferred revenue | 1,144 | 1,960 |
Operating lease liabilities | 51,702 | 42,073 |
Other reserves and accruals | 16,586 | 6,414 |
Research and development and other credits | 57,060 | 39,918 |
Disallowed interest | 6,091 | 4,507 |
Total deferred tax assets | 759,018 | 484,257 |
Valuation allowance | (555,199) | (361,606) |
Total deferred tax assets, net | 203,819 | 122,651 |
Deferred tax liabilities: | ||
Convertible debt | (112,547) | (50,963) |
Deferred commissions | (38,710) | (27,569) |
Capitalized internal-use software costs | (2,691) | (2,248) |
Goodwill | (306) | (262) |
Operating lease right-of-use assets | (37,522) | (31,165) |
Depreciation and amortization | (8,522) | (8,315) |
Total deferred tax liabilities | (200,298) | (120,522) |
Net deferred tax asset | $ 3,521 | $ 2,129 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross amount of unrecognized tax benefits as of the beginning of the year | $ 15,987 | $ 23,931 | $ 11,719 |
Additions based on tax positions related to a prior year | 0 | 658 | 1,859 |
Additions based on tax positions related to current year | 7,189 | 6,866 | 10,353 |
Reductions based on tax positions taken in a prior year | (952) | (15,468) | 0 |
Gross amount of unrecognized tax benefits as of the end of the year | $ 22,224 | $ 15,987 | $ 23,931 |
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 | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Numerator: | |||
Net loss | $ (266,332) | $ (208,913) | $ (125,497) |
Denominator: | |||
Weighted-average shares outstanding, basic and diluted (in shares) | 127,212 | 117,221 | 107,504 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (2.09) | $ (1.78) | $ (1.17) |
Class A Common Stock | |||
Denominator: | |||
Weighted-average shares outstanding, basic and diluted (in shares) | 118,882 | 107,809 | 92,452 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (2.09) | $ (1.78) | $ (1.17) |
Class B Common Stock | |||
Denominator: | |||
Weighted-average shares outstanding, basic and diluted (in shares) | 8,330 | 9,412 | 15,052 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (2.09) | $ (1.78) | $ (1.17) |
Common Stock | Class A Common Stock | |||
Numerator: | |||
Net loss | $ (248,892) | $ (192,138) | $ (107,926) |
Common Stock | Class B Common Stock | |||
Numerator: | |||
Net loss | $ (17,440) | $ (16,775) | $ (17,571) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation (Details) - shares shares in Thousands | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 25,156 | 28,292 | 30,881 |
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) | 8,250 | 12,359 | 17,804 |
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) | 4,452 | 4,893 | 4,836 |
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 | 388 |
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) | 0 | 5 | 48 |
Unvested restricted common stock 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 | 0 | 400 |
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 | 253 | 271 |
Shares related to 2023 Notes | |||
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 | 7,134 |
Shares subject to warrants related to the issuance of 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 | 0 |
Shares related to 2025 Notes | |||
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 | 0 |
Shares related to 2026 Notes | |||
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 | 0 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | Jan. 31, 2021$ / shares |
2023 Notes | |
Debt Instrument [Line Items] | |
Class of warrant or right, conversion price (in dollars per share) | $ 68.06 |
Subsequent Events (Details)
Subsequent Events (Details) - Auth0 - Subsequent Event $ / shares in Units, $ in Billions | Mar. 03, 2021USD ($)tradingDay$ / shares |
Subsequent Event [Line Items] | |
Aggregate consideration | $ | $ 6.5 |
Share price (in dollars per share) | $ / shares | $ 276.2147 |
Threshold trading days | tradingDay | 20 |
Uncategorized Items - okta-2021
Label | Element | Value |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | $ 4,553,000 |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | 467,000 |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | 1,384,000 |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | 9,470,000 |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | 11,438,000 |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | $ 11,437,000 |