Cover Page
Cover Page - shares | 9 Months Ended | |
Oct. 31, 2021 | Nov. 29, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38044 | |
Entity Registrant Name | Okta, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 100 First Street, Suite 600 | |
Entity Tax Identification Number | 26-4175727 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 888 | |
Local Phone Number | 722-7871 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | OKTA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001660134 | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 148,529,670 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,014,137 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 372,372 | $ 434,607 |
Short-term investments | 2,109,687 | 2,121,584 |
Accounts receivable, net of allowances of $3,149 and $3,451 | 253,568 | 194,818 |
Deferred commissions | 60,465 | 45,949 |
Prepaid expenses and other current assets | 56,776 | 81,609 |
Total current assets | 2,852,868 | 2,878,567 |
Property and equipment, net | 60,751 | 62,783 |
Operating lease right-of-use assets | 154,522 | 149,604 |
Deferred commissions, noncurrent | 145,655 | 108,555 |
Intangible assets, net | 336,354 | 27,009 |
Goodwill | 5,401,343 | 48,023 |
Other assets | 45,480 | 24,256 |
Total assets | 8,996,973 | 3,298,797 |
Current liabilities: | ||
Accounts payable | 11,547 | 8,557 |
Accrued expenses and other current liabilities | 91,516 | 53,729 |
Accrued compensation | 109,233 | 71,906 |
Convertible senior notes, net | 15,956 | 908,684 |
Deferred revenue | 759,914 | 502,738 |
Total current liabilities | 988,166 | 1,545,614 |
Convertible senior notes, net, noncurrent | 1,793,970 | 857,387 |
Operating lease liabilities, noncurrent | 179,205 | 179,518 |
Deferred revenue, noncurrent | 17,958 | 10,860 |
Other liabilities, noncurrent | 33,119 | 11,375 |
Total liabilities | 3,012,418 | 2,604,754 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.0001 per share; 100,000 shares authorized; no shares issued and outstanding as of October 31, 2021 and January 31, 2021 | 0 | 0 |
Additional paid-in capital | 7,558,816 | 1,656,096 |
Accumulated other comprehensive income | 404 | 5,390 |
Accumulated deficit | (1,574,681) | (967,456) |
Total stockholders’ equity | 5,984,555 | 694,043 |
Total liabilities and stockholders' equity | 8,996,973 | 3,298,797 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 15 | 12 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Allowance for accounts receivable | $ 3,149 | $ 3,451 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 148,448,000 | 122,824,000 |
Common stock, shares outstanding (in shares) | 148,448,000 | 122,824,000 |
Class B Common Stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 7,014,000 | 8,159,000 |
Common stock, shares outstanding (in shares) | 7,014,000 | 8,159,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Revenue: | ||||
Total revenue | $ 350,680 | $ 217,379 | $ 917,186 | $ 600,684 |
Cost of revenue: | ||||
Total cost of revenue | 109,674 | 56,908 | 276,903 | 156,541 |
Gross profit | 241,006 | 160,471 | 640,283 | 444,143 |
Operating expenses: | ||||
Research and development | 130,535 | 58,150 | 321,805 | 160,510 |
Sales and marketing | 203,878 | 109,812 | 548,749 | 312,177 |
General and administrative | 105,149 | 44,485 | 322,406 | 121,019 |
Total operating expenses | 439,562 | 212,447 | 1,192,960 | 593,706 |
Operating loss | (198,556) | (51,976) | (552,677) | (149,563) |
Interest expense | (23,144) | (22,368) | (68,776) | (50,063) |
Interest income and other, net | 1,056 | 1,878 | 7,622 | 10,737 |
Loss on early extinguishment and conversion of debt | 0 | (89) | (179) | (2,263) |
Interest and other, net | (22,088) | (20,579) | (61,333) | (41,589) |
Loss before provision for (benefit from) income taxes | (220,644) | (72,555) | (614,010) | (191,152) |
Provision for (benefit from) income taxes | 667 | 209 | (6,785) | (626) |
Net loss | $ (221,311) | $ (72,764) | $ (607,225) | $ (190,526) |
Net loss per share, basic (in dollars per share) | $ (1.44) | $ (0.56) | $ (4.17) | $ (1.51) |
Net loss per share, diluted (in dollars per share) | $ (1.44) | $ (0.56) | $ (4.17) | $ (1.51) |
Weighted-average shares outstanding, basic (in shares) | 153,756 | 128,813 | 145,782 | 126,222 |
Weighted-average shares outstanding, diluted (in shares) | 153,756 | 128,813 | 145,782 | 126,222 |
Subscription | ||||
Revenue: | ||||
Total revenue | $ 336,702 | $ 206,743 | $ 879,881 | $ 571,213 |
Cost of revenue: | ||||
Total cost of revenue | 91,048 | 44,762 | 227,903 | 121,420 |
Professional services and other | ||||
Revenue: | ||||
Total revenue | 13,978 | 10,636 | 37,305 | 29,471 |
Cost of revenue: | ||||
Total cost of revenue | $ 18,626 | $ 12,146 | $ 49,000 | $ 35,121 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (221,311) | $ (72,764) | $ (607,225) | $ (190,526) |
Other comprehensive income (loss): | ||||
Net change in unrealized gains or losses on available-for-sale securities | (2,998) | (2,226) | (4,164) | 1,344 |
Foreign currency translation adjustments | (973) | (724) | (822) | 335 |
Other comprehensive income (loss) | (3,971) | (2,950) | (4,986) | 1,679 |
Comprehensive loss | $ (225,282) | $ (75,714) | $ (612,211) | $ (188,847) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock and additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) |
Beginning balance at Jan. 31, 2020 | $ 1,105,576 | $ (701,124) | $ 892 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options and other activity, net | 51,053 | |||
Issuance of common stock for bonus settlement | 9,818 | |||
Stock-based compensation | 140,895 | |||
Equity component of convertible senior notes, net of issuance costs | 306,220 | |||
Equity component of early extinguishment and conversions of convertible senior notes | 70,493 | |||
Proceeds from hedges related to convertible senior notes | 195,046 | |||
Payments for warrants related to convertible senior notes | (175,399) | |||
Purchases of capped calls related to convertible senior notes | (133,975) | |||
Net loss | $ (190,526) | (190,526) | ||
Other comprehensive income (loss) | 1,679 | |||
Ending balance at Oct. 31, 2020 | 680,648 | 1,569,727 | (891,650) | 2,571 |
Beginning balance at Jul. 31, 2020 | 1,498,562 | (818,886) | 5,521 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options and other activity, net | 8,299 | |||
Stock-based compensation | 54,049 | |||
Equity component of convertible senior notes, net of issuance costs | (12) | |||
Equity component of early extinguishment and conversions of convertible senior notes | 8,829 | |||
Net loss | (72,764) | (72,764) | ||
Other comprehensive income (loss) | (2,950) | |||
Ending balance at Oct. 31, 2020 | 680,648 | 1,569,727 | (891,650) | 2,571 |
Beginning balance at Jan. 31, 2021 | 694,043 | 1,656,109 | (967,456) | 5,390 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock and value of equity awards assumed in connection with business combination | 5,409,344 | |||
Issuance of common stock upon exercise of stock options and other activity, net | 64,119 | |||
Stock-based compensation | 408,482 | |||
Equity component of early extinguishment and conversions of convertible senior notes | 20,776 | |||
Proceeds from hedges related to convertible senior notes | 2 | |||
Net loss | (607,225) | (607,225) | ||
Other comprehensive income (loss) | (4,986) | |||
Ending balance at Oct. 31, 2021 | 5,984,555 | 7,558,832 | (1,574,681) | 404 |
Beginning balance at Jul. 31, 2021 | 7,391,185 | (1,353,370) | 4,375 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options and other activity, net | 11,208 | |||
Stock-based compensation | 156,447 | |||
Equity component of early extinguishment and conversions of convertible senior notes | (8) | |||
Net loss | (221,311) | (221,311) | ||
Other comprehensive income (loss) | (3,971) | |||
Ending balance at Oct. 31, 2021 | $ 5,984,555 | $ 7,558,832 | $ (1,574,681) | $ 404 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 | |
Cash flows from operating activities: | |||||
Net loss | $ (221,311) | $ (72,764) | $ (607,225) | $ (190,526) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Stock-based compensation | 407,611 | 139,774 | |||
Depreciation, amortization and accretion | 76,631 | 23,694 | |||
Amortization of debt discount and issuance costs | 64,478 | 47,261 | |||
Amortization of deferred commissions | 40,041 | 28,428 | |||
Deferred income taxes | (13,606) | (2,414) | |||
Non-cash charitable contributions | 5,649 | 4,662 | |||
Loss on early extinguishment and conversion of debt | 0 | 89 | 179 | 2,263 | |
(Gain) loss on strategic investments | (5,665) | 628 | |||
Other, net | (267) | 3,887 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (29,561) | (10,547) | |||
Deferred commissions | (92,183) | (51,837) | |||
Prepaid expenses and other assets | 5,356 | (6,794) | |||
Operating lease right-of-use assets | 16,564 | 13,979 | |||
Accounts payable | (195) | 1,377 | |||
Accrued compensation | 19,488 | 37,863 | |||
Accrued expenses and other liabilities | 22,537 | 2,442 | |||
Operating lease liabilities | (17,280) | (11,750) | |||
Deferred revenue | 198,035 | 60,663 | |||
Net cash provided by operating activities | 90,587 | 93,053 | |||
Cash flows from investing activities: | |||||
Capitalization of internal-use software costs | (2,348) | (3,530) | |||
Purchases of property and equipment | (5,800) | (11,297) | |||
Purchases of securities available for sale and other | (1,333,617) | (1,845,958) | |||
Proceeds from maturities and redemption of securities available for sale | 1,118,448 | 386,774 | |||
Proceeds from sales of securities available for sale and other | 228,344 | 206,129 | |||
Payments for business acquisitions, net of cash acquired | (215,129) | 0 | |||
Net cash used in investing activities | (210,102) | (1,267,882) | |||
Cash flows from financing activities: | |||||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 1,134,841 | |||
Payments for repurchases and conversions of convertible senior notes | (26) | (447) | |||
Proceeds from hedges related to convertible senior notes | 2 | 195,046 | |||
Payments for warrants related to convertible senior notes | 0 | (175,399) | |||
Purchases of capped calls related to convertible senior notes | 0 | (133,975) | |||
Proceeds from stock option exercises | 41,054 | 33,570 | |||
Proceeds from shares issued in connection with employee stock purchase plan | 17,417 | 12,821 | |||
Net cash provided by financing activities | 58,447 | 1,066,457 | |||
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash | (494) | 121 | |||
Net decrease in cash, cash equivalents and restricted cash | (61,562) | (108,251) | |||
Cash, cash equivalents and restricted cash at beginning of period | 448,630 | 531,953 | $ 531,953 | ||
Cash, cash equivalents and restricted cash at end of period | 387,068 | 423,702 | 387,068 | 423,702 | 448,630 |
Cash paid during the period for: | |||||
Interest | 3,548 | 1,566 | |||
Income taxes | 2,550 | 622 | |||
Non-cash activities: | |||||
Issuance of common stock and value of equity awards assumed in connection with business combination | 5,409,344 | 0 | |||
Issuance of common stock for repurchases and conversions of convertible senior notes | 126,144 | 307,910 | |||
Benefit from exercise of hedges related to convertible senior notes | 92,097 | 0 | |||
Operating lease right-of-use assets exchanged for lease liabilities | 21,518 | 45,490 | |||
Issuance of common stock for bonus settlement | 0 | 9,818 | |||
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above: | |||||
Cash and cash equivalents | 372,372 | 409,769 | 372,372 | 409,769 | 434,607 |
Restricted cash, current included in prepaid expenses and other current assets | 5,136 | 2,413 | 5,136 | 2,413 | |
Restricted cash, noncurrent included in other assets | 9,560 | 11,520 | 9,560 | 11,520 | |
Total cash, cash equivalents and restricted cash | $ 387,068 | $ 423,702 | $ 387,068 | $ 423,702 | $ 448,630 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Oct. 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 provider. 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 unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of January 31, 2021, included herein, was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the results of operations for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2022 or any future period. The condensed consolidated financial statements include the results of operations for acquired businesses from their acquisition dates to October 31, 2021. See Note 3 for additional details. The Company’s fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 4, 2021. Certain reclassifications of components of prior period operating cash flows have been made in the condensed consolidated statements of cash flows to conform to the current period presentation. These reclassifications had no impact on total operating cash flows as previously reported. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the stand alone selling price (“SSP”) for each distinct performance obligation included in customer contracts with multiple performance obligations, the determination of the period of benefit for deferred commissions, the determination of the effective interest rate of the liability components of its convertible senior notes, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of deferred income tax assets, the valuation of goodwill and acquired intangible assets and their useful lives and the valuation of certain equity awards assumed. In March 2020, the World Health Organization (“WHO”) declared the outbreak of the novel coronavirus (“COVID-19”) a pandemic, which has spread across the globe. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the condensed consolidated financial statements for the three and nine months ended October 31, 2021 and 2020. As events continue to evolve and additional information becomes available, the Company’s assumptions and estimates may change materially in future periods. |
Accounting Standards and Signif
Accounting Standards and Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Standards and Significant Accounting Policies | Accounting Standards and Significant Accounting Policies Significant Accounting Policies The Company’s significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in Item 8. Financial Statements and Supplementary Data of its Form 10-K for the fiscal year ended January 31, 2021. The Company has updated and further described its accounting policies for business combinations and strategic investments below. There have been no other significant changes to the Company’s significant accounting policies for the nine months ended October 31, 2021. 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: • future expected cash flows from subscription contracts, professional services contracts, other customer contracts and acquired developed technologies; • person hours required in recreating certain acquired technologies; • historical and expected customer attrition rates and anticipated growth in revenue from acquired customers; • royalty rates applied to acquired developed technology platforms and other intangible assets; • obsolescence curves and other useful life assumptions, such as the period of time and intended use of acquired intangible assets in the Company’s product offerings; • discount rates; • uncertain tax positions and tax-related valuation allowances; and • fair value of assumed equity awards. These estimates are inherently uncertain and unpredictable, and unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. 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. Strategic Investments The Company holds strategic equity investments in privately held companies that are included in Other assets on the condensed consolidated balance sheets. Investments in privately held companies without readily determinable fair values in which the Company does not own a controlling interest or have significant influence over are measured using the measurement alternative. In applying the measurement alternative, the Company adjusts the carrying values of strategic investments based on observable price changes from orderly transactions for identical or similar investments of the same issuer. Additionally, the Company evaluates its strategic investments at least quarterly for impairment. Adjustments and impairments are recorded in Interest and other, net on the condensed consolidated statements of operations. In determining the estimated fair value of its strategic investments in privately held companies, the Company uses the most recent data available to the Company. Valuations of privately held securities are inherently complex due to the lack of readily available market data and require the use of judgment. The determination of whether an orderly transaction is for an identical or similar investment requires significant Company judgment. In its evaluation, the Company considers factors such as differences in the rights and preferences of the investments and the extent to which those differences would affect the fair values of those investments. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors including the investee's financial metrics, market acceptance of the investee's product or technology, general market conditions and liquidity considerations. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature-related balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (“EPS”), which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and the Company intends to adopt this standard using the modified retrospective method in its first quarter of fiscal 2023. The Company is currently evaluating the quantitative impact of this standard on its consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Oct. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Acquisition of Auth0 On May 3, 2021, the Company acquired all outstanding shares of privately-held Auth0, an Identity-as-a-Service company. The Company expects to combine Auth0’s developer-centric identity solution with the Company’s Okta Identity Cloud to drive synergies, product options and value for current and future customers. The acquisition date fair value of the consideration transferred for Auth0 was approximately $5,671.0 million, which consisted of the following (in thousands): Estimated Fair Value (unaudited) Cash $ 257,010 Common stock issued 5,175,623 Fair value of outstanding employee equity awards assumed 238,389 Total consideration $ 5,671,022 Cash consideration of $257.0 million includes $3.8 million held back as partial security for post-closing true-up adjustments as well as indemnification claims made within one year of the acquisition date. Approximately 19.2 million shares of common stock valued at $5,175.6 million were issued to selling stockholders, which includes approximately 1.1 million shares valued at $294.6 million held back as partial security for post-closing true-up adjustments as well as any indemnification claims made within one year of the acquisition date. The Company entered into revesting agreements with Auth0’s founders pursuant to which approximately 1.2 million additional shares of Okta’s Class A common stock issued to the founders as of the closing date will vest over three years. The $332.1 million fair value of the unvested restricted stock is not included as purchase consideration above, as it has a post-combination service requirement and will be accounted for separately from the business combination as stock compensation expense. The Company issued replacement equity awards with a fair value of $655.1 million, of which $238.4 million was allocated to the purchase consideration as it is attributable to pre-combination services rendered and $416.7 million was allocated to post-combination services and will be expensed over the remaining service periods as stock-based compensation. The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The Company also converted certain equity awards to unvested restricted cash awards totaling $13.5 million that will be expensed over the remaining service periods. See Note 12 for a discussion of amounts related to post-combination services that will be expensed over the remaining service periods as stock-based compensation. Acquisition costs of $29.0 million related to Auth0 were expensed by the Company in general and administrative expenses in its condensed consolidated statements of operations for the six months ended July 31, 2021. The transaction was accounted for as a business combination. The total purchase price of $5,671.0 million was allocated using information currently available to the Company. As a result, the Company may continue to adjust the preliminary purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, and revisions of preliminary estimates. Preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values is as follows (in thousands): Estimated Fair Value (unaudited) Cash and cash equivalents $ 107,425 Accounts receivable 28,572 Prepaid expenses and other current assets 12,748 Property and equipment, net 1,928 Operating lease right-of-use assets 6,873 Other assets 6,375 Intangible assets 334,300 Accounts payable (3,610) Accrued expenses and other current liabilities (10,946) Accrued compensation (19,187) Deferred revenue (65,339) Operating lease liabilities, noncurrent (5,694) Other liabilities, noncurrent (12,515) Net assets acquired $ 380,930 The excess of purchase consideration over the fair value of the net tangible assets and identifiable intangible assets acquired was $5,290.1 million and was recorded as goodwill, which is primarily attributable to expected synergies in sales opportunities across complementary products, customers and geographies, cross-selling opportunities, and improvements in the selling process. None of the goodwill is expected to be deductible for U.S. federal income tax purposes. The estimated useful lives and fair values of the identifiable intangible assets are as follows (in thousands): Preliminary Estimate Amount (unaudited) Developed technology 5 years $ 172,000 Customer relationships 2 - 6 years 140,900 Trade name 5 years 21,400 Total identifiable intangible assets $ 334,300 Developed technology represents the estimated fair value of the features underlying the Auth0 products as well as the platform supporting and providing services to Auth0 customers. Customer relationships represents the estimated fair value of the underlying relationships with Auth0 customers, including the fair value of unbilled and unrecognized contracts yet to be fulfilled. Trade name represents the estimated fair value of the Auth0 brand. Revenue and earnings of Auth0 included in the Company’s consolidated income statement from the acquisition date through October 31, 2021 are as follows (in thousands): Three Months Ended For the period October 31, 2021 May 3, 2021 to October 31, 2021 (unaudited) Revenue $ 45,985 $ 83,591 Net loss (119,921) (270,256) Pro forma consolidated revenue and earnings for the three and nine months ended October 31, 2021 and 2020, calculated as if Auth0 had been acquired as of February 1, 2020 are as follows (in thousands): Pro Forma Consolidated Statement of Operations Data Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Revenue $ 354,268 $ 246,967 $ 964,563 $ 675,635 Net loss (206,977) (171,405) (621,546) (517,805) The pro forma financial information for all periods presented above has been calculated after adjusting the results of Auth0 to reflect certain business combination and one-time accounting effects such as fair value adjustment of deferred revenue, amortization expense from acquired intangible assets, stock-based compensation expense for unvested equity awards assumed, deferred commissions, release of deferred tax asset valuation allowance and acquisition costs as though the acquisition occurred as of the beginning of the Company’s fiscal 2021. The historical consolidated financial information has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to the business combination, reasonably estimable and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2021. Acquisition of atSpoke On August 2, 2021, the Company acquired all issued and outstanding capital stock of Townsend Street Labs, Inc. (“atSpoke”), a modern workplace operations platform. The acquisition will incorporate atSpoke’s platform with Okta’s Identity Governance and Administration offering. The acquisition date cash consideration for atSpoke was approximately $79.3 million of which $13.4 million of consideration was held back as partial security for any adjustments and indemnification obligations and will be paid within 18 months of the closing date. The Company preliminarily recorded $18.3 million for developed technology intangible assets with an estimated useful life of 3 years and preliminarily recorded $63.2 million of goodwill which is primarily attributed to the assembled workforce as well as the integration of atSpoke’s technology and the Company’s technology. None of the goodwill is expected to be deductible for U.S. federal income tax purposes. The Company may continue to adjust the preliminary purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed and revisions of preliminary estimates through the measurement period. The Company incurred $0.9 million of acquisition-related costs, which were recorded as general and administrative expenses in its condensed consolidated statements of operations in the quarter ended July 31, 2021. This acquisition did not have a material impact on the Company’s condensed consolidated financial statements; therefore, historical and pro forma disclosures have not been presented. |
Cash Equivalents and Investment
Cash Equivalents and Investments | 9 Months Ended |
Oct. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Investments | Cash Equivalents and Investments Cash Equivalents and Short-term Investments The amortized cost, unrealized gain (loss) and estimated fair value of the Company’s cash equivalents and short-term investments as of October 31, 2021 and January 31, 2021 were as follows (in thousands): As of October 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value (unaudited) Cash equivalents: Money market funds $ 241,171 $ — $ — $ 241,171 Total cash equivalents 241,171 — — 241,171 Short-term investments: U.S. treasury securities 1,804,188 159 (1,860) 1,802,487 Corporate debt securities 307,687 26 (513) 307,200 Total short-term investments 2,111,875 185 (2,373) 2,109,687 Total $ 2,353,046 $ 185 $ (2,373) $ 2,350,858 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 All short-term investments were designated as available-for-sale securities as of October 31, 2021 and January 31, 2021. The following table presents the contractual maturities of the Company’s short-term investments as of October 31, 2021 (in thousands): As of October 31, 2021 Amortized Cost Estimated Fair Value (unaudited) Due within one year $ 1,055,033 $ 1,055,124 Due between one to five years 1,056,842 1,054,563 Total $ 2,111,875 $ 2,109,687 As of October 31, 2021 and January 31, 2021, the Company included nil of unsettled purchases of short-term investments in Accrued expenses and other current liabilities on the condensed consolidated balance sheets and included nil and $31.0 million, respectively, of unsettled maturities of short-term investments in Prepaid expenses and other current assets on the condensed consolidated balance sheets. The Company included $7.7 million and $10.5 million of interest receivable in Prepaid expenses and other current assets on the condensed consolidated balance sheets as of October 31, 2021 and January 31, 2021, respectively. The Company did not recognize an allowance for credit losses against interest receivable as of October 31, 2021 and January 31, 2021 because such potential losses were not material. The Company had 134 and 10 short-term investments in unrealized loss positions as of October 31, 2021 and January 31, 2021, respectively. There were no material gross unrealized gains or losses from available-for-sale securities and no material realized gains or losses from available-for-sale securities that were reclassified out of accumulated other comprehensive income for the three and nine months ended October 31, 2021 or 2020. For available-for-sale debt securities that have unrealized losses, the Company evaluates whether (i) the Company has the intention to sell any of these investments, (ii) it is not more likely than not that the Company will be required to sell any of these available-for-sale debt securities before recovery of the entire amortized cost basis and (iii) the decline in the fair value of the investment is due to credit or non-credit related factors. Based on this evaluation, the Company determined that for short-term investments, there were no material credit or non-credit related impairments as of October 31, 2021 and January 31, 2021. Strategic Investments The Company's investments also include strategic equity investments in privately held companies, which do not have a readily determinable fair value. As of October 31, 2021 and January 31, 2021, the balance of such strategic investments was $13.2 million and $3.1 million, respectively. During the three and nine months ended October 31, 2021, the Company recorded $0.4 million and $5.7 million, respectively, of realized gain and unrealized adjustments in the carrying values of strategic investments. All gains and losses on strategic investments, whether realized or unrealized, are recognized in Interest and other, net on the condensed consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 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 October 31, 2021 Level 1 Level 2 Level 3 Total (unaudited) Assets: Cash equivalents: Money market funds $ 241,171 $ — $ — $ 241,171 Total cash equivalents 241,171 — — 241,171 Short-term investments: U.S. treasury securities — 1,802,487 — 1,802,487 Corporate debt securities — 307,200 — 307,200 Total short-term investments — 2,109,687 — 2,109,687 Total cash equivalents and short-term investments $ 241,171 $ 2,109,687 $ — $ 2,350,858 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 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 the Company’s financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands): As of October 31, 2021 Net Carrying Amount (1) Estimated Fair Value (unaudited) 2023 convertible senior notes $ 16,079 $ 86,269 2025 convertible senior notes $ 911,830 $ 1,533,879 2026 convertible senior notes $ 902,070 $ 1,437,190 (1) Before unamortized debt issuance costs. The principal amounts of the 2023 convertible senior notes (“2023 Notes”), the 2025 convertible senior notes (“2025 Notes”), and the 2026 convertible senior notes (“2026 Notes”, and together with the 2023 Notes and 2025 Notes, the “Notes”) are $17.2 million, $1,060.0 million, and $1,150.0 million, respectively. The difference between the principal amounts and the respective net carrying amounts, before unamortized debt issuance costs, represents the unamortized debt discount (See Note 9 for additional details). The estimated fair values of the Notes, which are Level 2 financial instruments, were determined based on the quoted bid prices of the Notes in an over-the-counter market on the last trading day of the reporting period. As of October 31, 2021, the difference between the net carrying amount of the Notes and their estimated fair values represented the equity conversion value premium the market assigned to the Notes. |
Deferred Commissions
Deferred Commissions | 9 Months Ended |
Oct. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Commissions | Deferred CommissionsSales commissions capitalized as contract costs totaled $35.7 million and $21.5 million in the three months ended October 31, 2021 and 2020, respectively, and $90.6 million and $51.8 million in the nine months ended October 31, 2021 and 2020, respectively. Amortization of contract costs was $14.9 million and $10.3 million for the three months ended October 31, 2021 and 2020, respectively, and $40.0 million and $28.4 million for the nine months ended October 31, 2021 and 2020, respectively. There was no impairment loss in relation to the costs capitalized.Deferred Revenue and Performance Obligations Deferred Revenue Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met. Subscription revenue recognized during the three months ended October 31, 2021 and 2020 that was included in the deferred revenue balances at the beginning of the respective periods was $299.9 million and $174.0 million, respectively, and $459.4 million and $334.2 million in the nine months ended October 31, 2021 and 2020, respectively. Professional services and other revenue recognized in the three and nine months ended October 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-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. As of October 31, 2021, total remaining non-cancelable performance obligations under the Company’s subscription contracts with customers was approximately $2,350.2 million . Of this amount, the Company expects to recognize revenue of approximately $1,180.2 million, or 50%, 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 October 31, 2021 were not material. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 9 Months Ended |
Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill As of October 31, 2021 and January 31, 2021, goodwill was $5,401.3 million and $48.0 million, respectively. During the nine months ended October 31, 2021, the Company recorded goodwill of $5,290.1 million in connection with the Auth0 acquisition that was completed in May 2021 and $63.2 million in connection with the atSpoke acquisition that was completed in August 2021. See Note 3 for further details. No goodwill impairments were recorded during the three and nine months ended October 31, 2021 and 2020. Intangible Assets, net Intangible assets consisted of the following (in thousands): As of October 31, 2021 Gross Accumulated Amortization Net (unaudited) Capitalized internal-use software costs $ 33,491 $ (23,103) $ 10,388 Purchased developed technology 219,100 (35,750) 183,350 Customer relationships 140,900 (17,599) 123,301 Trade name 21,400 (2,140) 19,260 Software licenses 239 (184) 55 $ 415,130 $ (78,776) $ 336,354 As of January 31, 2021 Gross Accumulated Amortization 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 During the nine months ended October 31, 2021, the Company recorded intangible assets of $334.3 million and $18.3 million in connection with the Auth0 and atSpoke acquisitions, respectively. See Note 3 for further details. The weighted-average remaining useful lives of the Company’s acquired intangible assets are as follows: Weighted-Average Remaining Useful Life As of October 31, 2021 As of January 31, 2021 (unaudited) Purchased developed technology 4.2 years 3.1 years Customer relationships 4.2 years — Trade name 4.5 years — Amortization expense of intangible assets for the three months ended October 31, 2021 and 2020 was $22.4 million and $2.7 million, respectively, and $46.6 million and $8.2 million for the nine months ended October 31, 2021 and 2020, respectively. The expected future amortization expense for acquired intangible assets in connection with the Auth0 and atSpoke acquisitions, as of October 31, 2021, is as follows (in thousands): Fiscal Period: (unaudited) Remaining three months of fiscal 2022 $ 19,995 Fiscal 2023 79,978 Fiscal 2024 70,491 Fiscal 2025 64,278 Fiscal 2026 59,222 Thereafter 20,172 Total amortization expense $ 314,136 |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 9 Months Ended |
Oct. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Deferred CommissionsSales commissions capitalized as contract costs totaled $35.7 million and $21.5 million in the three months ended October 31, 2021 and 2020, respectively, and $90.6 million and $51.8 million in the nine months ended October 31, 2021 and 2020, respectively. Amortization of contract costs was $14.9 million and $10.3 million for the three months ended October 31, 2021 and 2020, respectively, and $40.0 million and $28.4 million for the nine months ended October 31, 2021 and 2020, respectively. There was no impairment loss in relation to the costs capitalized.Deferred Revenue and Performance Obligations Deferred Revenue Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met. Subscription revenue recognized during the three months ended October 31, 2021 and 2020 that was included in the deferred revenue balances at the beginning of the respective periods was $299.9 million and $174.0 million, respectively, and $459.4 million and $334.2 million in the nine months ended October 31, 2021 and 2020, respectively. Professional services and other revenue recognized in the three and nine months ended October 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-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. As of October 31, 2021, total remaining non-cancelable performance obligations under the Company’s subscription contracts with customers was approximately $2,350.2 million . Of this amount, the Company expects to recognize revenue of approximately $1,180.2 million, or 50%, 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 October 31, 2021 were not material. |
Convertible Senior Notes, Net
Convertible Senior Notes, Net | 9 Months Ended |
Oct. 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 (“First Partial Repurchase of 2023 Notes”). The $604.8 million in aggregate consideration was allocated between the debt and equity components in the amounts of $197.7 million and $407.1 million respectively, using an effective interest rate of 4.00% to determine the fair value of the liability component. As of the repurchase date, the carrying value of the notes subject to the First Partial Repurchase of 2023 Notes, net of unamortized debt discount and issuance costs, was $183.1 million. The First Partial Repurchase of 2023 Notes resulted in a $14.6 million loss on early debt extinguishment during the 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 (“Second Partial Repurchase of 2023 Notes”, and together with the First Partial Repurchase of 2023 Notes, the “2023 Notes Partial Repurchases”). The $260.5 million in aggregate consideration was allocated between the debt and equity components in the amounts of $61.8 million and $198.7 million respectively, using an effective interest rate of 4.90% to determine the fair value of the liability component. As of the repurchase date, the carrying value of the notes subject to the Second Partial Repurchase of 2023 Notes, net of unamortized debt discount and issuance costs, was $59.6 million. The Second Partial Repurchase of 2023 Notes resulted in a $2.2 million loss on early debt extinguishment during the 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 October 31, 2021, $17.2 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 October 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 October 31, 2021 and were classified as current liabilities on the condensed consolidated balance sheet as of October 31, 2021. During the nine months ended October 31, 2021, the Company issued approximately 0.5 million shares of Class A common stock and paid an immaterial amount in cash to settle approximately $23.0 million principal amount of 2023 Notes. The loss on early note conversion was not material. No requests to convert material amounts of the 2023 Notes are currently outstanding. Holders of the 2023 Notes who convert their 2023 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2023 Indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2023 Indenture), holders of the 2023 Notes may require the Company to repurchase all or a portion of their 2023 Notes at a price equal to 100% of the principal amount of the 2023 Notes being repurchased, plus any accrued and unpaid interest. In accounting for the issuance of the 2023 Notes, the Company separated the 2023 Notes into liability and equity components, using an effective interest rate of 5.68% to determine the fair value of the liability component. This interest rate was based on both an income and a market based approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate. For the market approach, the Company observed the price of the Note Hedges (see below) it purchased for its 2023 Notes and also performed an evaluation of issuances of convertible debt securities by other companies with similar credit risk ratings at the time of issuance. The following table sets forth total interest expense recognized related to the 2023 Notes (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Contractual interest expense $ 9 $ 27 $ 43 $ 154 Amortization of debt issuance costs 22 49 84 266 Amortization of debt discount 213 511 837 2,839 Total $ 244 $ 587 $ 964 $ 3,259 Total initial issuance costs of $10.0 million related to the 2023 Notes were allocated between liability and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2023 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company initially recorded liability issuance costs of $7.7 million and equity issuance costs of $2.3 million. The 2023 Notes, net consisted of the following (in thousands): As of October 31, 2021 (unaudited) Liability component: Principal $ 17,228 Less: unamortized debt issuance costs and debt discount (1,272) Net carrying amount $ 15,956 As of October 31, 2021 (unaudited) Equity component: 2023 Notes $ 3,993 Less: issuance costs (116) Carrying amount of the equity component (1) $ 3,877 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. Note Hedges In connection with the pricing of the 2023 Notes, the Company entered into convertible note hedges with respect to its Class A common stock (the “Note Hedges”). The Note Hedges are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2023 Notes, approximately 7.1 million shares of its Class A common stock for approximately $48.36 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2023 Notes, exercisable upon conversion of the 2023 Notes. The Note Hedges will expire in 2023, if not exercised earlier. The Note Hedges are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2023 Notes under certain circumstances. The Note Hedges are separate transactions and are not part of the terms of the 2023 Notes. The Company paid an aggregate amount of $80.0 million for the Note Hedges. The amount paid for the Note Hedges was recorded as a reduction to Additional paid-in capital in the condensed consolidated balance sheets. In September 2019 and in June 2020, and in connection with the First Partial Repurchase of 2023 Notes and Second Partial Repurchase of 2023 Notes, the Company terminated Note Hedges corresponding to approximately 4.6 million and 1.4 million shares for cash proceeds of $405.9 million and $195.0 million, respectively. The proceeds were recorded as an increase to Additional paid-in capital in the condensed consolidated balance sheets. During the nine months ended October 31, 2021, the Company exercised and net-share-settled Note Hedges corresponding to approximately $23.0 million principal amount of 2023 Notes and received approximately 0.4 million shares of Class A common stock and an immaterial cash payment. As of October 31, 2021, Note Hedges giving the Company the option to purchase approximately 0.4 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 (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 7.1 million shares over 80 scheduled trading days beginning in May 2023 of the Company’s Class A common stock at an initial exercise price of approximately $68.06 per share (subject to adjustment). If the Warrants are not exercised on their exercise dates, they will expire. If the market value per share of the Company’s Class A common stock exceeds the applicable exercise price of the Warrants, the Warrants could have a dilutive effect on the Company’s Class A common stock unless, subject to the terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants are separate transactions and are not part of the terms of the 2023 Notes or the Note Hedges. The Company received aggregate proceeds of $52.4 million from the sale of the Warrants in connection with the 2023 Notes. The proceeds from the sale of the Warrants were recorded as an increase to Additional paid-in capital in the condensed consolidated balance sheets. In September 2019 and in June 2020, and in connection with the First Partial Repurchase of 2023 Notes and Second Partial Repurchase of 2023 Notes, the Company terminated Warrants corresponding to approximately 4.6 million and 1.4 million shares for total cash payments of $358.6 million and $175.4 million, respectively. The termination payments were recorded as a decrease to Additional paid-in capital in the condensed consolidated balance sheets. As of October 31, 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. During the three months ended October 31, 2021, the conditions allowing holders of the 2025 Notes to convert during the three months ending October 31, 2021 were not met, and as a result, the 2025 Notes were classified as noncurrent liabilities as of October 31, 2021. The Company may redeem for cash all or any portion of the 2025 Notes, at its option, on or after September 6, 2022, if the last reported sale price of the Company’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. During the three months ended October 31, 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 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase all or a portion of their 2025 Notes at a price equal to 100% of the principal amount of the 2025 Notes being repurchased, plus any accrued and unpaid interest. In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components using an effective interest rate of 4.10% to determine the fair value of the liability component. This interest rate was based on both an income and a market based approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate. For the market approach, the Company performed an evaluation of issuances of convertible debt securities by other companies with similar credit risk ratings at the time of issuance. The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Contractual interest expense $ 332 $ 332 $ 994 $ 994 Amortization of debt issuance costs 581 530 1,705 1,554 Amortization of debt discount 8,878 8,526 26,368 25,320 Total $ 9,791 $ 9,388 $ 29,067 $ 27,868 Total issuance costs of $19.3 million related to the 2025 Notes were allocated between liability and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2025 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company recorded liability issuance costs of $15.3 million and equity issuance costs of $4.0 million. The 2025 Notes, net consisted of the following (in thousands): As of October 31, 2021 (unaudited) Liability component: Principal $ 1,059,997 Less: unamortized debt issuance costs and debt discount (158,897) Net carrying amount $ 901,100 At Issuance Equity component: 2025 Notes $ 221,387 Less: issuance costs (4,040) Carrying amount of the equity component (1) $ 217,347 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. 2025 Capped Calls In connection with the pricing of the 2025 Notes, the Company entered into capped call transactions with respect to its Class A common stock (the “2025 Capped Calls”). The 2025 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2025 Notes, approximately 5.6 million shares of its Class A common stock for approximately $188.71 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2025 Notes, exercisable upon conversion of the 2025 Notes. The 2025 Capped Calls have initial cap prices of $255.88 per share (subject to adjustment) and will expire in 2025, if not exercised earlier. The 2025 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2025 Notes under certain circumstances. The 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 condensed consolidated balance sheets. 2026 Convertible Senior Notes The 2026 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.375% per year. Interest is payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2026 Notes mature on June 15, 2026 unless earlier redeemed, repurchased or converted. The total net proceeds from the 2026 Notes, after deducting initial purchasers’ discounts and debt issuance costs, were $1,134.8 million. The terms of the 2026 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the “2026 Indenture”, and together with the 2023 Indenture and 2025 Indenture, the “Indentures”). Upon conversion, the 2026 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election. The 2026 Notes are convertible at an initial conversion rate of 4.1912 shares of Class A common stock per $1,000 principal amount of the 2026 Notes, which is equal to an initial conversion price of approximately $238.60 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Prior to the close of business on the business day immediately preceding March 15, 2026, holders of the 2026 Notes may convert all or a portion of their 2026 Notes only in multiples of $1,000 principal amount, under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on October 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s 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 the Company’s 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 three months ended October 31, 2021, the conditions allowing holders of the 2026 Notes to convert were not met, and as a result, the 2026 Notes were classified as noncurrent liabilities as of October 31, 2021. 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 the Company provides notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which the Company provides notice of redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. During the three months ended October 31, 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): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Contractual interest expense $ 1,078 $ 1,078 $ 3,234 $ 1,653 Amortization of debt issuance costs 364 318 1,056 483 Amortization of debt discount 11,640 10,997 34,428 16,799 Total $ 13,082 $ 12,393 $ 38,718 $ 18,935 Total issuance costs of $15.2 million related to the 2026 Notes were allocated between liability and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2026 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company recorded liability issuance costs of $11.1 million and equity issuance costs of $4.1 million. The 2026 Notes, net consisted of the following (in thousands): As of October 31, 2021 (unaudited) Liability component: Principal $ 1,150,000 Less: unamortized debt issuance costs and debt discount (257,130) Net carrying amount $ 892,870 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 condensed consolidated balance sheets within Additional paid-in capital. 2026 Capped Calls In connection with the pricing of the 2026 Notes, the Company entered into capped call transactions with respect to its Class A common stock (the “2026 Capped Calls”). The 2026 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2026 Notes, approximately 4.8 million shares of its Class A common stock for approximately $238.60 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2026 Notes, exercisable upon conversion of the 2026 Notes. The 2026 Capped Calls have initial cap prices of $360.14 per share (subject to adjustment) and will expire in 2026, if not exercised earlier. The 2026 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2026 Notes under certain circumstances. The 2026 Capped Calls are separate transactions and are not part of the terms of the 2026 Notes. |
Leases
Leases | 9 Months Ended |
Oct. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancelable office space operating leases with original lease periods expiring between 2022 and 2029. These leases do not contain material variable rent payments, residual value guarantees, covenants or other restrictions. Operating lease costs were as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Operating lease cost (1) $ 9,677 $ 8,554 $ 28,135 $ 24,258 (1) Amounts are presented exclusive of sublease income and include leases with an original term of 12 months or less (short-term leases), which are immaterial. The weighted-average remaining term of the Company’s operating leases was 6.2 years and 6.8 years as of October 31, 2021 and January 31, 2021, respectively, and the weighted-average discount rate used to measure the present value of the operating lease liabilities was 5.5% and 5.6%, respectively. Maturities of the Company’s operating lease liabilities, which do not include short-term leases, were as follows (in thousands): As of October 31, 2021 (unaudited) 2022 $ 7,162 2023 42,631 2024 43,627 2025 40,681 2026 30,583 Thereafter 83,142 Total lease payments 247,826 Less imputed interest (40,489) Total operating lease liabilities $ 207,337 Cash payments included in the measurement of the Company’s operating lease liabilities were $10.3 million and $7.7 million for the three months ended October 31, 2021 and 2020, respectively, and $29.4 million and $22.7 million in the nine months ended October 31, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 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 $10.8 million and $11.2 million were issued and outstanding as of October 31, 2021 and January 31, 2021, respectively. No draws have been made under such letters of credit. Noncurrent restricted cash of $8.5 million associated with these letters of credit is included in Other assets on the condensed consolidated balance sheets as of October 31, 2021 and January 31, 2021. Legal Matters From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. There were no such material matters as of October 31, 2021. Warranties and Indemnification To date, the Company has not incurred significant costs and has not accrued any material liabilities in the accompanying condensed consolidated financial statements as a result of its warranty and indemnification obligations. |
Employee Incentive Plans
Employee Incentive Plans | 9 Months Ended |
Oct. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Incentive Plans | Employee Incentive PlansThe Company’s equity incentive plans provide for granting stock options, restricted stock units (“RSUs”) and restricted stock awards to employees, consultants, officers and directors. In addition, the Company offers an Employee Stock Purchase Plan (“ESPP”) to eligible employees. Stock-based compensation expense was recorded in the following cost and expense categories in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Cost of revenue Subscription $ 13,455 $ 6,090 $ 33,843 $ 15,229 Professional services and other 3,376 2,113 8,879 5,924 Research and development 56,573 17,546 129,998 44,434 Sales and marketing 39,248 14,368 101,602 38,693 General and administrative 43,133 13,535 133,289 35,494 Total $ 155,785 $ 53,652 $ 407,611 $ 139,774 Equity Incentive Plans The Company has two equity incentive plans: the 2009 Stock Plan (“2009 Plan”) and the 2017 Equity Incentive Plan (“2017 Plan”). In addition, the Company assumed Auth0, Inc. equity incentive plans as described below. All shares that remain available for future grants are under the 2017 Plan. As of October 31, 2021, options to purchase 2,608,801 shares of Class A common stock and 6,012,633 shares of Class B common stock remained outstanding. Shares of common stock reserved for future issuance were as follows: As of October 31, 2021 (unaudited) Stock options and unvested RSUs outstanding 13,841,980 Available for future stock option and RSU grants 24,613,171 Available for ESPP 5,854,767 44,309,918 Stock Options A summary of the Company’s stock option activity and related information was as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2021 8,250,113 $ 18.93 5.6 $ 1,980,668 Granted 2,565,055 93.95 Exercised (1,994,500) 20.91 Canceled (199,234) 115.69 Outstanding as of October 31, 2021 (unaudited) 8,621,434 $ 38.56 5.5 $ 1,816,560 As of October 31, 2021 Vested and exercisable (unaudited) 6,849,846 $ 12.85 4.7 $ 1,605,488 As of October 31, 2021, there was a total of $249.2 million of unrecognized stock-based compensation expense related to options, which is being recognized over a weighted-average period of 2.5 years. Restricted Stock Units A summary of the Company’s RSU activity and related information was as follows: Number of Weighted- Outstanding as of January 31, 2021 4,452,107 $ 122.90 Granted 3,318,761 246.04 Vested (1,842,519) 124.01 Forfeited (707,803) 156.27 Outstanding as of October 31, 2021 (unaudited) 5,220,546 $ 196.29 As of October 31, 2021, there was $921.4 million of unrecognized stock-based compensation expense related to unvested RSUs, which is being recognized over a weighted-average period of 2.7 years based on vesting under the award service conditions. Equity Awards Issued in Connection with Business Combinations In connection with the May 3, 2021 Auth0 acquisition described in Note 3, the Company assumed the Auth0, Inc. 2014 Equity Incentive Plan and the Auth0, Inc. Phantom Unit Plan (together, the “Auth0 Plans”) and certain outstanding options to purchase Auth0 common stock, RSUs settleable into shares of Auth0 common stock, and phantom units under the Auth0 Plans. Certain assumed securities were converted into options (which in certain instances were automatically net exercised) or RSUs, as applicable, for shares of the Company’s Class A common stock, subject to adjustment as set forth in the Merger Agreement. Such assumed and converted options and RSUs will continue to be outstanding and will be governed by the provisions of the Auth0 Plans. Activity under the Auth0 Plans is included in the summaries of stock option and RSU activity above. Included in the Granted total in the stock options activity table above are 1,850,079 options assumed at a weighted-average exercise price per share of $24.21. Included in the Granted total in the RSU activity table above are 743,718 RSUs assumed at a weighted-average grant date fair value per share of $269.70. The Company entered into revesting agreements with the founders of the acquired businesses pursuant to which 1,269,008 restricted shares of Okta’s Class A common stock with a weighted-average fair value per share of $268.98 issued as of the respective closing dates will vest over 3 years. In connection with the business combinations, as of October 31, 2021, there was $285.7 million of unrecognized stock-based compensation expense related to unvested restricted stock, which is being recognized over a weighted-average period of 2.5 years based on vesting under the award service conditions. Employee Stock Purchase Plan The ESPP provides for 12-month offering periods beginning June 21 and December 21 of each year, and each offering period consists of up to two six-month purchase periods. The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Expected volatility —% —% 47% - 48% 50% - 54% Expected term (in years) — — 0.5 - 1.0 0.5 - 1.0 Risk-free interest rate —% —% 0.06% - 0.09% 0.17% - 0.18% Expected dividend yield — — — — During the nine months ended October 31, 2021, the Company’s employees purchased 88,160 shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $197.60 per share, with total proceeds of $17.4 million. As of October 31, 2021, there was $11.1 million of unrecognized stock-based compensation expense related to the ESPP that is expected to be recognized over a weighted-average vesting period of 0.6 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and nine months ended October 31, 2021, the Company recorded a tax provision of $0.7 million and a tax benefit of $6.8 million on a pretax loss of $220.6 million and $614.0 million, respectively. The effective tax rate for the three and nine months ended October 31, 2021 was approximately (0.3)% and 1.1%, respectively. The effective tax rate differs from the statutory rate primarily as a result of not recognizing deferred tax assets for U.S. losses due to a full valuation allowance against U.S. deferred tax assets, release of the valuation allowance in the United States in connection with the acquired businesses, a remeasurement of deferred tax assets in connection with a tax rate change in the United Kingdom, and excess tax benefits from stock-based compensation in the United Kingdom. The tax benefit for the nine months ended October 31, 2021 was partially offset by income tax expense in profitable foreign jurisdictions and U.S. state taxes. For the three and nine months ended October 31, 2020, the Company recorded a tax provision of $0.2 million and tax benefit of $0.6 million on a pretax loss of $72.6 million and $191.2 million, respectively. The effective tax rate for the three and nine months ended October 31, 2020 was (0.3)% and 0.3%, respectively. The effective tax rate differs from the statutory rate primarily as a result of not recognizing deferred tax assets for U.S. losses due to a full valuation allowance against U.S. deferred tax assets and excess tax benefits from stock-based compensation in the United Kingdom. The tax benefit recognized for the nine months ended October 31, 2020 was partially offset by income tax expense in profitable foreign jurisdictions and U.S. state taxes. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Oct. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Class A Class B Class A Class B Class A Class B Class A Class B (unaudited) Numerator: Net loss $ (211,176) $ (10,135) $ (68,146) $ (4,618) $ (576,106) $ (31,119) $ (177,887) $ (12,639) Denominator: Weighted-average shares outstanding, basic and diluted 146,715 7,041 120,637 8,176 138,311 7,471 117,849 8,373 Net loss per share, basic and diluted $ (1.44) $ (1.44) $ (0.56) $ (0.56) $ (4.17) $ (4.17) $ (1.51) $ (1.51) As the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): As of October 31, 2021 2020 (unaudited) Issued and outstanding stock options 8,621 9,243 Unvested RSUs issued and outstanding 5,221 4,827 Unvested restricted stock awards issued and outstanding 1,269 — Shares committed under the ESPP 213 137 Shares related to the 2023 Notes 356 832 Shares subject to warrants related to the issuance of the 2023 Notes 1,048 1,048 Shares related to the 2025 Notes 5,617 5,617 Shares related to the 2026 Notes 4,820 4,820 27,165 26,524 The Company uses the if-converted method for calculating any potential dilutive effect of the conversion options embedded in the Notes on diluted net income per share, if applicable. The conversion options of the 2023, 2025 and 2026 Notes are dilutive in periods of net income on a weighted-average basis using an assumed conversion date equal to the later of the beginning of the reporting period and the date of issuance of the respective Notes. The exercise rights of the Warrants will have a dilutive impact on net income per share of common stock under the treasury-stock method when the average market price per share of the Company’s Class A common stock for a given period exceeds the conversion price of $68.06 per share. During the three months ended October 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 | 9 Months Ended |
Oct. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events[open for any subsequent events] |
Accounting Standards and Sign_2
Accounting Standards and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Principles of Consolidation | All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of January 31, 2021, included herein, was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the results of operations for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2022 or any future period. |
Fiscal Period | The Company’s fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022. |
Reclassification | Certain reclassifications of components of prior period operating cash flows have been made in the condensed consolidated statements of cash flows to conform to the current period presentation. These reclassifications had no impact on total operating cash flows as previously reported. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the stand alone selling price (“SSP”) for each distinct performance obligation included in customer contracts with multiple performance obligations, the determination of the period of benefit for deferred commissions, the determination of the effective interest rate of the liability components of its convertible senior notes, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of deferred income tax assets, the valuation of goodwill and acquired intangible assets and their useful lives and the valuation of certain equity awards assumed. In March 2020, the World Health Organization (“WHO”) declared the outbreak of the novel coronavirus (“COVID-19”) a pandemic, which has spread across the globe. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the condensed consolidated financial statements for the three and nine months ended October 31, 2021 and 2020. As events continue to evolve and additional information becomes available, the Company’s assumptions and estimates may change materially in future periods. |
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: • future expected cash flows from subscription contracts, professional services contracts, other customer contracts and acquired developed technologies; • person hours required in recreating certain acquired technologies; • historical and expected customer attrition rates and anticipated growth in revenue from acquired customers; • royalty rates applied to acquired developed technology platforms and other intangible assets; • obsolescence curves and other useful life assumptions, such as the period of time and intended use of acquired intangible assets in the Company’s product offerings; • discount rates; • uncertain tax positions and tax-related valuation allowances; and • fair value of assumed equity awards. |
Strategic Investments | The Company holds strategic equity investments in privately held companies that are included in Other assets on the condensed consolidated balance sheets. Investments in privately held companies without readily determinable fair values in which the Company does not own a controlling interest or have significant influence over are measured using the measurement alternative. In applying the measurement alternative, the Company adjusts the carrying values of strategic investments based on observable price changes from orderly transactions for identical or similar investments of the same issuer. Additionally, the Company evaluates its strategic investments at least quarterly for impairment. Adjustments and impairments are recorded in Interest and other, net on the condensed consolidated statements of operations. In determining the estimated fair value of its strategic investments in privately held companies, the Company uses the most recent data available to the Company. Valuations of privately held securities are inherently complex due to the lack of readily available market data and require the use of judgment. The determination of whether an orderly transaction is for an identical or similar investment requires significant Company judgment. In its evaluation, the Company considers factors such as differences in the rights and preferences of the investments and the extent to which those differences would affect the fair values of those investments. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors including the investee's financial metrics, market acceptance of the investee's product or technology, general market conditions and liquidity considerations. |
Recent Accounting Pronouncements Not Yet Adopted | In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature-related balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (“EPS”), which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and the Company intends to adopt this standard using the modified retrospective method in its first quarter of fiscal 2023. The Company is currently evaluating the quantitative impact of this standard on its consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisition Consideration | The acquisition date fair value of the consideration transferred for Auth0 was approximately $5,671.0 million, which consisted of the following (in thousands): Estimated Fair Value (unaudited) Cash $ 257,010 Common stock issued 5,175,623 Fair value of outstanding employee equity awards assumed 238,389 Total consideration $ 5,671,022 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values is as follows (in thousands): Estimated Fair Value (unaudited) Cash and cash equivalents $ 107,425 Accounts receivable 28,572 Prepaid expenses and other current assets 12,748 Property and equipment, net 1,928 Operating lease right-of-use assets 6,873 Other assets 6,375 Intangible assets 334,300 Accounts payable (3,610) Accrued expenses and other current liabilities (10,946) Accrued compensation (19,187) Deferred revenue (65,339) Operating lease liabilities, noncurrent (5,694) Other liabilities, noncurrent (12,515) Net assets acquired $ 380,930 |
Schedule of Finite-Lived Intangible Assets Acquired | The estimated useful lives and fair values of the identifiable intangible assets are as follows (in thousands): Preliminary Estimate Amount (unaudited) Developed technology 5 years $ 172,000 Customer relationships 2 - 6 years 140,900 Trade name 5 years 21,400 Total identifiable intangible assets $ 334,300 |
Schedule of Pro Forma Information | Revenue and earnings of Auth0 included in the Company’s consolidated income statement from the acquisition date through October 31, 2021 are as follows (in thousands): Three Months Ended For the period October 31, 2021 May 3, 2021 to October 31, 2021 (unaudited) Revenue $ 45,985 $ 83,591 Net loss (119,921) (270,256) Pro forma consolidated revenue and earnings for the three and nine months ended October 31, 2021 and 2020, calculated as if Auth0 had been acquired as of February 1, 2020 are as follows (in thousands): Pro Forma Consolidated Statement of Operations Data Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Revenue $ 354,268 $ 246,967 $ 964,563 $ 675,635 Net loss (206,977) (171,405) (621,546) (517,805) |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 9 Months Ended |
Oct. 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 October 31, 2021 and January 31, 2021 were as follows (in thousands): As of October 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value (unaudited) Cash equivalents: Money market funds $ 241,171 $ — $ — $ 241,171 Total cash equivalents 241,171 — — 241,171 Short-term investments: U.S. treasury securities 1,804,188 159 (1,860) 1,802,487 Corporate debt securities 307,687 26 (513) 307,200 Total short-term investments 2,111,875 185 (2,373) 2,109,687 Total $ 2,353,046 $ 185 $ (2,373) $ 2,350,858 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 |
Schedule of Contractual Maturities of Short-term Investments | The following table presents the contractual maturities of the Company’s short-term investments as of October 31, 2021 (in thousands): As of October 31, 2021 Amortized Cost Estimated Fair Value (unaudited) Due within one year $ 1,055,033 $ 1,055,124 Due between one to five years 1,056,842 1,054,563 Total $ 2,111,875 $ 2,109,687 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 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 October 31, 2021 Level 1 Level 2 Level 3 Total (unaudited) Assets: Cash equivalents: Money market funds $ 241,171 $ — $ — $ 241,171 Total cash equivalents 241,171 — — 241,171 Short-term investments: U.S. treasury securities — 1,802,487 — 1,802,487 Corporate debt securities — 307,200 — 307,200 Total short-term investments — 2,109,687 — 2,109,687 Total cash equivalents and short-term investments $ 241,171 $ 2,109,687 $ — $ 2,350,858 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 |
Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note | The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands): As of October 31, 2021 Net Carrying Amount (1) Estimated Fair Value (unaudited) 2023 convertible senior notes $ 16,079 $ 86,269 2025 convertible senior notes $ 911,830 $ 1,533,879 2026 convertible senior notes $ 902,070 $ 1,437,190 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, net | Intangible assets consisted of the following (in thousands): As of October 31, 2021 Gross Accumulated Amortization Net (unaudited) Capitalized internal-use software costs $ 33,491 $ (23,103) $ 10,388 Purchased developed technology 219,100 (35,750) 183,350 Customer relationships 140,900 (17,599) 123,301 Trade name 21,400 (2,140) 19,260 Software licenses 239 (184) 55 $ 415,130 $ (78,776) $ 336,354 As of January 31, 2021 Gross Accumulated Amortization 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 The weighted-average remaining useful lives of the Company’s acquired intangible assets are as follows: Weighted-Average Remaining Useful Life As of October 31, 2021 As of January 31, 2021 (unaudited) Purchased developed technology 4.2 years 3.1 years Customer relationships 4.2 years — Trade name 4.5 years — |
Schedule of Future Amortization Expense | The expected future amortization expense for acquired intangible assets in connection with the Auth0 and atSpoke acquisitions, as of October 31, 2021, is as follows (in thousands): Fiscal Period: (unaudited) Remaining three months of fiscal 2022 $ 19,995 Fiscal 2023 79,978 Fiscal 2024 70,491 Fiscal 2025 64,278 Fiscal 2026 59,222 Thereafter 20,172 Total amortization expense $ 314,136 |
Convertible Senior Notes, Net (
Convertible Senior Notes, Net (Tables) | 9 Months Ended |
Oct. 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): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Contractual interest expense $ 9 $ 27 $ 43 $ 154 Amortization of debt issuance costs 22 49 84 266 Amortization of debt discount 213 511 837 2,839 Total $ 244 $ 587 $ 964 $ 3,259 Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Contractual interest expense $ 332 $ 332 $ 994 $ 994 Amortization of debt issuance costs 581 530 1,705 1,554 Amortization of debt discount 8,878 8,526 26,368 25,320 Total $ 9,791 $ 9,388 $ 29,067 $ 27,868 Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Contractual interest expense $ 1,078 $ 1,078 $ 3,234 $ 1,653 Amortization of debt issuance costs 364 318 1,056 483 Amortization of debt discount 11,640 10,997 34,428 16,799 Total $ 13,082 $ 12,393 $ 38,718 $ 18,935 |
Schedule of Liability and Equity Component of Notes | The 2023 Notes, net consisted of the following (in thousands): As of October 31, 2021 (unaudited) Liability component: Principal $ 17,228 Less: unamortized debt issuance costs and debt discount (1,272) Net carrying amount $ 15,956 As of October 31, 2021 (unaudited) Equity component: 2023 Notes $ 3,993 Less: issuance costs (116) Carrying amount of the equity component (1) $ 3,877 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. The 2025 Notes, net consisted of the following (in thousands): As of October 31, 2021 (unaudited) Liability component: Principal $ 1,059,997 Less: unamortized debt issuance costs and debt discount (158,897) Net carrying amount $ 901,100 At Issuance Equity component: 2025 Notes $ 221,387 Less: issuance costs (4,040) Carrying amount of the equity component (1) $ 217,347 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. The 2026 Notes, net consisted of the following (in thousands): As of October 31, 2021 (unaudited) Liability component: Principal $ 1,150,000 Less: unamortized debt issuance costs and debt discount (257,130) Net carrying amount $ 892,870 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 condensed consolidated balance sheets within Additional paid-in capital. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Costs | Operating lease costs were as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Operating lease cost (1) $ 9,677 $ 8,554 $ 28,135 $ 24,258 (1) Amounts are presented exclusive of sublease income and include leases with an original term of 12 months or less (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, were as follows (in thousands): As of October 31, 2021 (unaudited) 2022 $ 7,162 2023 42,631 2024 43,627 2025 40,681 2026 30,583 Thereafter 83,142 Total lease payments 247,826 Less imputed interest (40,489) Total operating lease liabilities $ 207,337 |
Employee Incentive Plans (Table
Employee Incentive Plans (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense by Statement of Operations Location | Stock-based compensation expense was recorded in the following cost and expense categories in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Cost of revenue Subscription $ 13,455 $ 6,090 $ 33,843 $ 15,229 Professional services and other 3,376 2,113 8,879 5,924 Research and development 56,573 17,546 129,998 44,434 Sales and marketing 39,248 14,368 101,602 38,693 General and administrative 43,133 13,535 133,289 35,494 Total $ 155,785 $ 53,652 $ 407,611 $ 139,774 |
Schedule of Shares of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance were as follows: As of October 31, 2021 (unaudited) Stock options and unvested RSUs outstanding 13,841,980 Available for future stock option and RSU grants 24,613,171 Available for ESPP 5,854,767 44,309,918 |
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, 2021 8,250,113 $ 18.93 5.6 $ 1,980,668 Granted 2,565,055 93.95 Exercised (1,994,500) 20.91 Canceled (199,234) 115.69 Outstanding as of October 31, 2021 (unaudited) 8,621,434 $ 38.56 5.5 $ 1,816,560 As of October 31, 2021 Vested and exercisable (unaudited) 6,849,846 $ 12.85 4.7 $ 1,605,488 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the Company’s RSU activity and related information was as follows: Number of Weighted- Outstanding as of January 31, 2021 4,452,107 $ 122.90 Granted 3,318,761 246.04 Vested (1,842,519) 124.01 Forfeited (707,803) 156.27 Outstanding as of October 31, 2021 (unaudited) 5,220,546 $ 196.29 |
Schedule of ESPP Black-Scholes Option Pricing Model Estimated Fair Value Assumptions | The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (unaudited) Expected volatility —% —% 47% - 48% 50% - 54% Expected term (in years) — — 0.5 - 1.0 0.5 - 1.0 Risk-free interest rate —% —% 0.06% - 0.09% 0.17% - 0.18% Expected dividend yield — — — — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Oct. 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): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Class A Class B Class A Class B Class A Class B Class A Class B (unaudited) Numerator: Net loss $ (211,176) $ (10,135) $ (68,146) $ (4,618) $ (576,106) $ (31,119) $ (177,887) $ (12,639) Denominator: Weighted-average shares outstanding, basic and diluted 146,715 7,041 120,637 8,176 138,311 7,471 117,849 8,373 Net loss per share, basic and diluted $ (1.44) $ (1.44) $ (0.56) $ (0.56) $ (4.17) $ (4.17) $ (1.51) $ (1.51) |
Schedule of Potentially Dilutive Securities Excluded from Diluted Per Share Calculation | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): As of October 31, 2021 2020 (unaudited) Issued and outstanding stock options 8,621 9,243 Unvested RSUs issued and outstanding 5,221 4,827 Unvested restricted stock awards issued and outstanding 1,269 — Shares committed under the ESPP 213 137 Shares related to the 2023 Notes 356 832 Shares subject to warrants related to the issuance of the 2023 Notes 1,048 1,048 Shares related to the 2025 Notes 5,617 5,617 Shares related to the 2026 Notes 4,820 4,820 27,165 26,524 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) shares in Millions | Aug. 02, 2021 | May 03, 2021 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2021 | Jan. 31, 2021 |
Business Acquisition [Line Items] | ||||||
Options outstanding, aggregate intrinsic value | $ 1,816,560,000 | $ 1,980,668,000 | ||||
Goodwill | 5,401,343,000 | $ 48,023,000 | ||||
Auth0 | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 5,671,022,000 | |||||
Cash consideration | 257,010,000 | |||||
Cash consideration held back | $ 3,800,000 | |||||
Cash consideration hold back period | 1 year | |||||
Equity consideration (in shares) | 19.2 | |||||
Equity consideration held back (in shares) | 1.1 | |||||
Equity consideration held back | $ 294,600,000 | |||||
Acquisition related costs | $ 29,000,000 | |||||
Goodwill | 5,290,100,000 | |||||
Goodwill, expected tax deductible amount | 0 | |||||
Total identifiable intangible assets | 334,300,000 | 334,300,000 | ||||
Auth0 | Purchased developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Total identifiable intangible assets | $ 172,000,000 | |||||
Useful life of acquired intangible assets | 5 years | |||||
Auth0 | Common stock | ||||||
Business Acquisition [Line Items] | ||||||
Equity consideration | $ 5,175,623,000 | |||||
Auth0 | Restricted stock | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares granted in period | 1.2 | |||||
Award vesting period | 3 years | |||||
Fair value, unvested | $ 332,100,000 | |||||
Auth0 | Stock options | ||||||
Business Acquisition [Line Items] | ||||||
Equity consideration | 238,400,000 | |||||
Replacement equity awards issued, fair value | 655,100,000 | |||||
Options outstanding, aggregate intrinsic value | 416,700,000 | |||||
Auth0 | Restricted cash awards | ||||||
Business Acquisition [Line Items] | ||||||
Equity awards outstanding, aggregate intrinsic value | $ 13,500,000 | |||||
atSpoke | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 79,300,000 | |||||
Cash consideration held back | $ 13,400,000 | |||||
Cash consideration hold back period | 18 months | |||||
Acquisition related costs | $ 900,000 | |||||
Goodwill | $ 63,200,000 | |||||
Goodwill, expected tax deductible amount | 0 | |||||
Total identifiable intangible assets | $ 18,300,000 | |||||
atSpoke | Purchased developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Total identifiable intangible assets | $ 18,300,000 | |||||
Useful life of acquired intangible assets | 3 years |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisition Consideration (Details) - Auth0 $ in Thousands | May 03, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 257,010 |
Total consideration | 5,671,022 |
Common stock | |
Business Acquisition [Line Items] | |
Equity consideration | 5,175,623 |
Stock options | |
Business Acquisition [Line Items] | |
Equity consideration | $ 238,389 |
Business Combinations - Sched_2
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Auth0 $ in Thousands | May 03, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 107,425 |
Accounts receivable | 28,572 |
Prepaid expenses and other current assets | 12,748 |
Property and equipment, net | 1,928 |
Operating lease right-of-use assets | 6,873 |
Other assets | 6,375 |
Intangible assets | 334,300 |
Accounts payable | (3,610) |
Accrued expenses and other current liabilities | (10,946) |
Accrued compensation | (19,187) |
Deferred revenue | (65,339) |
Operating lease liabilities, noncurrent | (5,694) |
Other liabilities, noncurrent | (12,515) |
Net assets acquired | $ 380,930 |
Business Combinations - Sched_3
Business Combinations - Schedule of Finite-Lived Intangible Assets Acquired (Details) - Auth0 - USD ($) $ in Thousands | May 03, 2021 | Oct. 31, 2021 |
Business Acquisition [Line Items] | ||
Total identifiable intangible assets | $ 334,300 | $ 334,300 |
Purchased developed technology | ||
Business Acquisition [Line Items] | ||
Useful life of acquired intangible assets | 5 years | |
Total identifiable intangible assets | $ 172,000 | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Total identifiable intangible assets | $ 140,900 | |
Customer relationships | Minimum | ||
Business Acquisition [Line Items] | ||
Useful life of acquired intangible assets | 2 years | |
Customer relationships | Maximum | ||
Business Acquisition [Line Items] | ||
Useful life of acquired intangible assets | 6 years | |
Trade name | ||
Business Acquisition [Line Items] | ||
Useful life of acquired intangible assets | 5 years | |
Total identifiable intangible assets | $ 21,400 |
Business Combinations - Sched_4
Business Combinations - Schedule of Pro Forma Information (Details) - Auth0 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Actual Revenue and Earnings | |||||
Revenue | $ 45,985 | $ 83,591 | |||
Net loss | (119,921) | $ (270,256) | |||
Pro Forma Consolidated Statement of Operations Data | |||||
Revenue | 354,268 | $ 246,967 | $ 964,563 | $ 675,635 | |
Net loss | $ (206,977) | $ (171,405) | $ (621,546) | $ (517,805) |
Cash Equivalents and Investme_3
Cash Equivalents and Investments - Schedule of Amortized Costs, Unrealized Gains and Losses and Estimated Fair Value of Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | $ 2,353,046 | $ 2,430,865 |
Unrealized Gain | 185 | 2,000 |
Unrealized Loss | (2,373) | (24) |
Estimated Fair Value | 2,350,858 | 2,432,841 |
Cash Equivalents | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 241,171 | 311,257 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Estimated Fair Value | 241,171 | 311,257 |
Cash Equivalents | Money market funds | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 241,171 | 311,257 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Estimated Fair Value | 241,171 | 311,257 |
Short-term Investments | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 2,111,875 | 2,119,608 |
Unrealized Gain | 185 | 2,000 |
Unrealized Loss | (2,373) | (24) |
Estimated Fair Value | 2,109,687 | 2,121,584 |
Short-term Investments | U.S. treasury securities | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 1,804,188 | 1,888,882 |
Unrealized Gain | 159 | 1,571 |
Unrealized Loss | (1,860) | (22) |
Estimated Fair Value | 1,802,487 | 1,890,431 |
Short-term Investments | Corporate debt securities | ||
Cash Equivalents and Short-term Investments [Abstract] | ||
Amortized Cost | 307,687 | 230,726 |
Unrealized Gain | 26 | 429 |
Unrealized Loss | (513) | (2) |
Estimated Fair Value | $ 307,200 | $ 231,153 |
Cash Equivalents and Investme_4
Cash Equivalents and Investments - Schedule of Contractual Maturities of Short-term Investments (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Amortized Cost | ||
Amortized Cost | $ 2,353,046 | $ 2,430,865 |
Estimated Fair Value | ||
Estimated fair value | 2,350,858 | 2,432,841 |
Short-term Investments | ||
Amortized Cost | ||
Amortized cost, due within one year | 1,055,033 | |
Amortized cost, due between one to five years | 1,056,842 | |
Amortized Cost | 2,111,875 | 2,119,608 |
Estimated Fair Value | ||
Estimated fair value, due within one year | 1,055,124 | |
Estimated fair value, due between one to five years | 1,054,563 | |
Estimated fair value | $ 2,109,687 | $ 2,121,584 |
Cash Equivalents and Investme_5
Cash Equivalents and Investments - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2021USD ($)investment | Oct. 31, 2020USD ($) | Oct. 31, 2021USD ($)investment | Oct. 31, 2020USD ($) | Jan. 31, 2021USD ($)investment | |
Investments, Debt and Equity Securities [Abstract] | |||||
Short-term investments, purchases unsettled | $ 0 | $ 0 | $ 0 | ||
Short-term investments, maturities unsettled | 0 | 0 | 31,000,000 | ||
Interest receivable | $ 7,700,000 | $ 7,700,000 | $ 10,500,000 | ||
Number of short-term investments in unrealized loss positions (in investments) | investment | 134 | 134 | 10 | ||
Gross unrealized gains or losses from available-for-sale securities | $ 0 | $ 0 | $ 0 | $ 0 | |
Realized gains or losses reclassified out of accumulated other comprehensive income | 0 | $ 0 | 0 | $ 0 | |
Other-than-temporary impairment short term investment | 0 | $ 0 | |||
Strategic investments without a readily determinable fair value | 13,200,000 | 13,200,000 | $ 3,100,000 | ||
Strategic investments, realized gains and unrealized adjustments | $ 400,000 | $ 5,700,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Assets: | ||
Cash equivalents, fair value | $ 241,171 | $ 311,257 |
Short term investments, fair value | 2,109,687 | 2,121,584 |
Total cash equivalents and short-term investments | 2,350,858 | 2,432,841 |
U.S. treasury securities | ||
Assets: | ||
Short term investments, fair value | 1,802,487 | 1,890,431 |
Corporate debt securities | ||
Assets: | ||
Short term investments, fair value | 307,200 | 231,153 |
Money market funds | ||
Assets: | ||
Cash equivalents, fair value | 241,171 | 311,257 |
Level 1 | ||
Assets: | ||
Cash equivalents, fair value | 241,171 | 311,257 |
Short term investments, fair value | 0 | 0 |
Total cash equivalents and short-term investments | 241,171 | 311,257 |
Level 1 | U.S. treasury securities | ||
Assets: | ||
Short term investments, fair value | 0 | 0 |
Level 1 | Corporate debt securities | ||
Assets: | ||
Short term investments, fair value | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Cash equivalents, fair value | 241,171 | 311,257 |
Level 2 | ||
Assets: | ||
Cash equivalents, fair value | 0 | 0 |
Short term investments, fair value | 2,109,687 | 2,121,584 |
Total cash equivalents and short-term investments | 2,109,687 | 2,121,584 |
Level 2 | U.S. treasury securities | ||
Assets: | ||
Short term investments, fair value | 1,802,487 | 1,890,431 |
Level 2 | Corporate debt securities | ||
Assets: | ||
Short term investments, fair value | 307,200 | 231,153 |
Level 2 | Money market funds | ||
Assets: | ||
Cash equivalents, fair value | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash equivalents, fair value | 0 | 0 |
Short term investments, fair value | 0 | 0 |
Total cash equivalents and short-term investments | 0 | 0 |
Level 3 | U.S. treasury securities | ||
Assets: | ||
Short term investments, fair value | 0 | 0 |
Level 3 | Corporate debt securities | ||
Assets: | ||
Short term investments, fair value | 0 | 0 |
Level 3 | Money market funds | ||
Assets: | ||
Cash equivalents, fair value | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note (Details) - Senior Notes $ in Thousands | Oct. 31, 2021USD ($) |
Net Carrying Amount | 2023 convertible senior notes | |
Debt Instrument [Line Items] | |
Convertible senior notes | $ 16,079 |
Net Carrying Amount | 2025 convertible senior notes | |
Debt Instrument [Line Items] | |
Convertible senior notes | 911,830 |
Net Carrying Amount | 2026 convertible senior notes | |
Debt Instrument [Line Items] | |
Convertible senior notes | 902,070 |
Estimated Fair Value | 2023 convertible senior notes | |
Debt Instrument [Line Items] | |
Convertible senior notes | 86,269 |
Estimated Fair Value | 2025 convertible senior notes | |
Debt Instrument [Line Items] | |
Convertible senior notes | 1,533,879 |
Estimated Fair Value | 2026 convertible senior notes | |
Debt Instrument [Line Items] | |
Convertible senior notes | $ 1,437,190 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 31, 2021USD ($)$ / shares |
Debt Instrument [Line Items] | |
Closing price of common stock (in dollars per share) | $ / shares | $ 247.18 |
2023 convertible senior notes | Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 17,228 |
2025 convertible senior notes | Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | 1,059,997 |
2026 convertible senior notes | Senior Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 1,150,000 |
Deferred Commissions (Details)
Deferred Commissions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Sales commissions capitalized as contract costs | $ 35,700,000 | $ 21,500,000 | $ 90,600,000 | $ 51,800,000 |
Amortization of contract costs | 14,900,000 | 10,300,000 | 40,000,000 | 28,400,000 |
Impairment loss related to costs capitalized | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) | Aug. 02, 2021 | May 03, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 5,401,343,000 | $ 5,401,343,000 | $ 48,023,000 | ||||
Goodwill impairments | 0 | $ 0 | 0 | $ 0 | |||
Intangible amortization expense | $ 22,400,000 | $ 2,700,000 | 46,600,000 | $ 8,200,000 | |||
Auth0 | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 5,290,100,000 | ||||||
Goodwill acquired | 5,290,100,000 | ||||||
Intangible assets acquired | 334,300,000 | 334,300,000 | |||||
atSpoke | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 63,200,000 | ||||||
Goodwill acquired | 63,200,000 | ||||||
Intangible assets acquired | $ 18,300,000 | ||||||
Purchased developed technology | Auth0 | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets acquired | $ 172,000,000 | ||||||
Purchased developed technology | atSpoke | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets acquired | $ 18,300,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jan. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 415,130 | $ 59,185 |
Accumulated Amortization | (78,776) | (32,176) |
Net | 336,354 | 27,009 |
Capitalized internal-use software costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 33,491 | 30,259 |
Accumulated Amortization | (23,103) | (19,478) |
Net | 10,388 | 10,781 |
Purchased developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 219,100 | 28,800 |
Accumulated Amortization | (35,750) | (12,694) |
Net | $ 183,350 | $ 16,106 |
Weighted-Average Remaining Useful Life | 4 years 2 months 12 days | 3 years 1 month 6 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 140,900 | |
Accumulated Amortization | (17,599) | |
Net | $ 123,301 | |
Weighted-Average Remaining Useful Life | 4 years 2 months 12 days | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 21,400 | |
Accumulated Amortization | (2,140) | |
Net | $ 19,260 | |
Weighted-Average Remaining Useful Life | 4 years 6 months | |
Software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 239 | $ 126 |
Accumulated Amortization | (184) | (4) |
Net | $ 55 | $ 122 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Oct. 31, 2021 | Jan. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Net | $ 336,354 | $ 27,009 |
Auth0 | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining three months of fiscal 2022 | 19,995 | |
Fiscal 2023 | 79,978 | |
Fiscal 2024 | 70,491 | |
Fiscal 2025 | 64,278 | |
Fiscal 2026 | 59,222 | |
Thereafter | 20,172 | |
Net | $ 314,136 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized that was included in the contract liability balance | $ 299.9 | $ 174 | $ 459.4 | $ 334.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue from remaining performance obligations | 2,350.2 | 2,350.2 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-11-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue from remaining performance obligations | $ 1,180.2 | $ 1,180.2 | ||
Remaining performance obligation, percentage | 50.00% | 50.00% | ||
Performance obligations expected to be satisfied, expected timing | 12 months | 12 months |
Convertible Senior Notes, Net -
Convertible Senior Notes, Net - Convertible Senior Notes (Details) $ / shares in Units, shares in Millions | Aug. 15, 2018USD ($) | Jun. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Oct. 31, 2021USD ($)$ / shares | Oct. 31, 2020USD ($) | Oct. 31, 2021USD ($)tradingDay$ / sharesshares | Oct. 31, 2020USD ($) | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||
Loss on early extinguishment of debt | $ 0 | $ 89,000 | $ 179,000 | $ 2,263,000 | |||||
2023 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Limitation on sale of common stock due to sale price threshold (in days) | tradingDay | 80 | ||||||||
2025 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price percentage | 130.00% | ||||||||
2026 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price percentage | 130.00% | ||||||||
Senior Notes | 2023 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 0.25% | ||||||||
Net proceeds from notes | $ 335,000,000 | ||||||||
Debt repurchased, total consideration | $ 224,400,000 | ||||||||
Debt repurchase, total consideration | $ 260,500,000 | 604,800,000 | |||||||
Consideration allocated to debt component | 61,800,000 | 197,700,000 | |||||||
Consideration allocated to equity component | $ 198,700,000 | $ 407,100,000 | |||||||
Effective interest rate | 4.90% | 4.00% | 5.68% | 5.68% | |||||
Face amount of debt instrument | $ 59,600,000 | $ 183,100,000 | |||||||
Loss on early extinguishment of debt | $ 2,200,000 | $ 14,600,000 | |||||||
Issuance costs | $ 10,000,000 | $ 10,000,000 | $ 3,800,000 | ||||||
Senior notes | 69,900,000 | ||||||||
Debt repurchase, cash portion | $ 200,000 | ||||||||
Write off of deferred debt issuance cost | $ 1,000,000 | ||||||||
Aggregate principal amount | $ 17,228,000 | $ 17,228,000 | |||||||
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 (in days) | tradingDay | 20 | ||||||||
Limitation on sale of common stock due to sale price threshold (in days) | tradingDay | 30 | ||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||
Period after consecutive trading days | tradingDay | 5 | ||||||||
Percentage of closing sale price in excess of convertible notes | 98.00% | ||||||||
Limit within threshold of consecutive trading days | tradingDay | 20 | ||||||||
Original debt amount | $ 23,000,000 | ||||||||
Redemption price percentage | 100.00% | ||||||||
Issuance costs attributable to liability component | $ 7,700,000 | $ 7,700,000 | |||||||
Senior Notes | 2025 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 0.125% | 0.125% | |||||||
Effective interest rate | 4.10% | 4.10% | |||||||
Issuance costs | $ 19,300,000 | $ 19,300,000 | |||||||
Aggregate principal amount | $ 1,059,997,000 | $ 1,059,997,000 | |||||||
Initial conversion rate of common stock | 0.0052991 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 188.71 | $ 188.71 | |||||||
Limitation on sale of common stock due to sale price threshold (in days) | tradingDay | 30 | ||||||||
Period after consecutive trading days | tradingDay | 5 | ||||||||
Percentage of closing sale price in excess of convertible notes | 98.00% | ||||||||
Limit within threshold of consecutive trading days | tradingDay | 20 | ||||||||
Redemption price percentage | 100.00% | ||||||||
Issuance costs attributable to liability component | $ 15,300,000 | $ 15,300,000 | |||||||
Proceeds from issuance of debt | $ 1,040,700,000 | ||||||||
Sales price as a percentage of conversion price | 130.00% | ||||||||
Redemption face amount | $ 0 | $ 0 | |||||||
Senior Notes | 2026 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate | 0.375% | 0.375% | |||||||
Effective interest rate | 5.75% | 5.75% | |||||||
Issuance costs | $ 15,200,000 | $ 15,200,000 | |||||||
Aggregate principal amount | $ 1,150,000,000 | $ 1,150,000,000 | |||||||
Initial conversion rate of common stock | 0.0041912 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 238.60 | $ 238.60 | |||||||
Limitation on sale of common stock due to sale price threshold (in days) | tradingDay | 30 | ||||||||
Period after consecutive trading days | tradingDay | 5 | ||||||||
Percentage of closing sale price in excess of convertible notes | 98.00% | ||||||||
Limit within threshold of consecutive trading days | tradingDay | 20 | ||||||||
Redemption price percentage | 100.00% | ||||||||
Issuance costs attributable to liability component | $ 11,100,000 | $ 11,100,000 | |||||||
Proceeds from issuance of debt | $ 1,134,800,000 | ||||||||
Sales price as a percentage of conversion price | 130.00% | ||||||||
Redemption face amount | 0 | $ 0 | |||||||
Additional Paid-in Capital | Senior Notes | 2023 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance costs attributable to equity component | 2,300,000 | 2,300,000 | |||||||
Equity component, unamortized discount issuance costs | 116,000 | 116,000 | |||||||
Additional Paid-in Capital | Senior Notes | 2025 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity component, unamortized discount issuance costs | 4,040,000 | 4,040,000 | |||||||
Additional Paid-in Capital | Senior Notes | 2026 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity component, unamortized discount issuance costs | $ 4,090,000 | $ 4,090,000 | |||||||
Class A Common Stock | Senior Notes | 2023 convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares of class a common stock transferred (in shares) | shares | 1.4 | 3 | |||||||
Shares issued during the period | shares | 0.5 |
Convertible Senior Notes, Net_2
Convertible Senior Notes, Net - Schedule of Interest Expense (Details) - Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
2023 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 9 | $ 27 | $ 43 | $ 154 |
Amortization of debt issuance costs | 22 | 49 | 84 | 266 |
Amortization of debt discount | 213 | 511 | 837 | 2,839 |
Total | 244 | 587 | 964 | 3,259 |
2025 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 332 | 332 | 994 | 994 |
Amortization of debt issuance costs | 581 | 530 | 1,705 | 1,554 |
Amortization of debt discount | 8,878 | 8,526 | 26,368 | 25,320 |
Total | 9,791 | 9,388 | 29,067 | 27,868 |
2026 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 1,078 | 1,078 | 3,234 | 1,653 |
Amortization of debt issuance costs | 364 | 318 | 1,056 | 483 |
Amortization of debt discount | 11,640 | 10,997 | 34,428 | 16,799 |
Total | $ 13,082 | $ 12,393 | $ 38,718 | $ 18,935 |
Convertible Senior Notes, Net_3
Convertible Senior Notes, Net - Schedule of Liability and Equity Component of Notes (Details) - Senior Notes $ in Thousands | Oct. 31, 2021USD ($) |
2023 convertible senior notes | |
Liability component: | |
Principal | $ 17,228 |
Less: unamortized debt issuance costs and debt discount | (1,272) |
Net carrying amount | 15,956 |
2025 convertible senior notes | |
Liability component: | |
Principal | 1,059,997 |
Less: unamortized debt issuance costs and debt discount | (158,897) |
Net carrying amount | 901,100 |
2026 convertible senior notes | |
Liability component: | |
Principal | 1,150,000 |
Less: unamortized debt issuance costs and debt discount | (257,130) |
Net carrying amount | 892,870 |
Additional Paid-in Capital | 2023 convertible senior notes | |
Equity component: | |
Equity component | 3,993 |
Less: issuance costs | (116) |
Carrying amount of the equity component | 3,877 |
Additional Paid-in Capital | 2025 convertible senior notes | |
Equity component: | |
Equity component | 221,387 |
Less: issuance costs | (4,040) |
Carrying amount of the equity component | 217,347 |
Additional Paid-in Capital | 2026 convertible senior notes | |
Equity component: | |
Equity component | 310,311 |
Less: issuance costs | (4,090) |
Carrying amount of the equity component | $ 306,221 |
Convertible Senior Notes, Net_4
Convertible Senior Notes, Net - Note Hedges, Warrants and Capped Calls (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Jun. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Oct. 31, 2021USD ($)tradingDay$ / sharesshares | Oct. 31, 2020USD ($)shares | |
Debt Instrument [Line Items] | ||||
Payments for repurchase of Warrants | $ | $ 0 | $ 175,399 | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 27,165 | 26,524 | ||
Purchase of capped call on convertible debt | $ | $ 0 | $ 133,975 | ||
2023 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Shares issuable under warrants granted (in shares) | 1,400 | 4,600 | ||
Number of shares available for purchase (in shares) | 400 | |||
Number of warrants issued subject to anti-dilution adjustments (in shares) | 1,000 | |||
Limitation on sale of common stock due to sale price threshold (in days) | tradingDay | 80 | |||
Value of shares issuable under warrants granted (in dollars per share) | $ / shares | $ 68.06 | |||
Proceeds from issuance of warrants related to 2023 convertible senior notes | $ | $ 52,400 | |||
Payments for repurchase of Warrants | $ | $ 175,400 | $ 358,600 | ||
2025 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Initial cap price of capped calls (in dollars per share) | $ / shares | $ 255.88 | |||
Purchase of capped call on convertible debt | $ | $ 74,100 | |||
2026 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Initial cap price of capped calls (in dollars per share) | $ / shares | $ 360.14 | |||
Purchase of capped call on convertible debt | $ | $ 134,000 | |||
Senior Notes | 2023 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Shares issuable under warrants granted (in shares) | 1,400 | 4,600 | 7,100 | |
Conversion price (in dollars per share) | $ / shares | $ 48.36 | |||
Purchases of hedges related to 2023 convertible senior notes | $ | $ 80,000 | |||
Proceeds from hedges related to convertible senior notes | $ | $ 195,000 | $ 405,900 | ||
Hedge exercised, consideration received on transaction | $ | $ 23,000 | |||
Hedge exercised, number of shares received on transaction | 400 | |||
Number of warrants issued subject to anti-dilution adjustments (in shares) | 7,100 | |||
Limitation on sale of common stock due to sale price threshold (in days) | tradingDay | 30 | |||
Senior Notes | 2025 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in dollars per share) | $ / shares | $ 188.71 | |||
Limitation on sale of common stock due to sale price threshold (in days) | tradingDay | 30 | |||
Senior Notes | 2026 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in dollars per share) | $ / shares | $ 238.60 | |||
Limitation on sale of common stock due to sale price threshold (in days) | tradingDay | 30 | |||
Shares related to convertible senior notes | 2023 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 356 | 832 | ||
Shares related to convertible senior notes | 2025 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,617 | 5,617 | ||
Shares related to convertible senior notes | 2026 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,820 | 4,820 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Lease cost: | ||||
Operating lease cost | $ 9,677 | $ 8,554 | $ 28,135 | $ 24,258 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 | |
Leases [Abstract] | |||||
Weighted average remaining lease term | 6 years 2 months 12 days | 6 years 2 months 12 days | 6 years 9 months 18 days | ||
Weighted average discount rate | 5.50% | 5.50% | 5.60% | ||
Cash payments included in the measurement of operating lease liabilities | $ 10.3 | $ 7.7 | $ 29.4 | $ 22.7 | |
Operating lease not yet commenced, undiscounted future payments | $ 3 | $ 3 | |||
Operating lease not yet commenced, term of contract | 6 years 4 months 24 days | 6 years 4 months 24 days |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands | Oct. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 7,162 |
2023 | 42,631 |
2024 | 43,627 |
2025 | 40,681 |
2026 | 30,583 |
Thereafter | 83,142 |
Total lease payments | 247,826 |
Less imputed interest | (40,489) |
Total operating lease liabilities | $ 207,337 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - Letter of Credit - USD ($) | Oct. 31, 2021 | Jan. 31, 2021 |
Other Commitments [Line Items] | ||
Letters of credit issued and outstanding | $ 10,800,000 | $ 11,200,000 |
Draws on line of credit | 0 | 0 |
Restricted Cash, Noncurrent | $ 8,500,000 | $ 8,500,000 |
Employee Incentive Plans - Sche
Employee Incentive Plans - Schedule of Stock-based Compensation Expense by Statement of Operations Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 155,785 | $ 53,652 | $ 407,611 | $ 139,774 |
Subscription | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 13,455 | 6,090 | 33,843 | 15,229 |
Professional services and other | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,376 | 2,113 | 8,879 | 5,924 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 56,573 | 17,546 | 129,998 | 44,434 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 39,248 | 14,368 | 101,602 | 38,693 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 43,133 | $ 13,535 | $ 133,289 | $ 35,494 |
Employee Incentive Plans - Narr
Employee Incentive Plans - Narrative (Details) $ / shares in Units, $ in Millions | May 03, 2021$ / sharesshares | Oct. 31, 2021USD ($)$ / sharesshares | Oct. 31, 2021USD ($)incentive_planperiod$ / sharesshares | Jan. 31, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of equity incentive plans (in incentive plans) | incentive_plan | 2 | |||
Options to purchase common stock outstanding (in shares) | 8,621,434 | 8,621,434 | 8,250,113 | |
Unrecognized stock-based compensation expense related to stock options | $ | $ 249.2 | $ 249.2 | ||
Number of options, granted (in shares) | 2,565,055 | |||
Options granted, weighted average exercise price (in dollars per share) | $ / shares | $ 93.95 | |||
Auth0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options, granted (in shares) | 1,850,079 | |||
Options granted, weighted average exercise price (in dollars per share) | $ / shares | $ 24.21 | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average stock-based compensation recognition period | 2 years 6 months | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average stock-based compensation recognition period | 2 years 8 months 12 days | |||
Unrecognized compensation costs related to unvested restricted stock units | $ | 921.4 | $ 921.4 | ||
Number of shares granted in period | 3,318,761 | |||
Granted (in dollars per share) | $ / shares | $ 246.04 | |||
RSUs | Auth0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted in period | 743,718 | |||
Granted (in dollars per share) | $ / shares | $ 269.70 | |||
Restricted stock | Auth0 and atSpoke | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average stock-based compensation recognition period | 2 years 6 months | |||
Unrecognized compensation costs related to unvested restricted stock units | $ | 285.7 | $ 285.7 | ||
Number of shares granted in period | 1,269,008 | |||
Granted (in dollars per share) | $ / shares | $ 268.98 | |||
Award vesting period | 3 years | |||
Restricted stock | Auth0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted in period | 1,200,000 | |||
Award vesting period | 3 years | |||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average stock-based compensation recognition period | 7 months 6 days | |||
Unrecognized compensation costs related to unvested restricted stock units | $ | $ 11.1 | $ 11.1 | ||
Number of purchase periods | period | 2 | |||
Purchase period | 6 months | |||
Shares of employee purchased Class A common stock (in shares) | 88,160 | |||
Weighted-average purchase price of employee purchased Class A common stock (in dollars per share) | $ / shares | $ 197.60 | $ 197.60 | ||
Total proceeds from employee purchase of Class A common stock | $ | $ 17.4 | $ 17.4 | ||
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) | 2,608,801 | 2,608,801 | ||
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) | 6,012,633 | 6,012,633 |
Employee Incentive Plans - Sc_2
Employee Incentive Plans - Schedule of Common Stock Reserved for Future Issuance (Details) | Oct. 31, 2021shares |
Class of Stock [Line Items] | |
Common stock reserved for future issuance and options and unvested RSUs outstanding (in shares) | 44,309,918 |
Stock Options and Restricted Stock Units | |
Class of Stock [Line Items] | |
Stock options and unvested RSUs outstanding (in shares) | 13,841,980 |
Common stock, reserved for future issuance (in shares) | 24,613,171 |
ESPP | |
Class of Stock [Line Items] | |
Common stock, reserved for future issuance (in shares) | 5,854,767 |
Employee Incentive Plans - Sc_3
Employee Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Jan. 31, 2021 | |
Number of Options | ||
Number of options, outstanding beginning of period (in shares) | 8,250,113 | |
Number of options, granted (in shares) | 2,565,055 | |
Number of options, exercised (in shares) | (1,994,500) | |
Number of options, canceled (in shares) | (199,234) | |
Number of options, outstanding end of period (in shares) | 8,621,434 | 8,250,113 |
Vested and exercisable, number of options (in shares) | 6,849,846 | |
Weighted- Average Exercise Price | ||
Options outstanding, weighted average exercise price beginning of period (in dollars per share) | $ 18.93 | |
Options granted, weighted average exercise price (in dollars per share) | 93.95 | |
Options exercised, weighted average exercise price (in dollars per share) | 20.91 | |
Options canceled, weighted average exercise price (in dollars per share) | 115.69 | |
Options outstanding, weighted average exercise price end of period (in dollars per share) | 38.56 | $ 18.93 |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 12.85 | |
Additional Disclosures | ||
Options outstanding, weighted average remaining contractual term | 5 years 6 months | 5 years 7 months 6 days |
Options outstanding, aggregate intrinsic value | $ 1,816,560 | $ 1,980,668 |
Vested and exercisable, weighted average remaining contractual term | 4 years 8 months 12 days | |
Vested and exercisable, aggregate intrinsic value | $ 1,605,488 |
Employee Incentive Plans - Sc_4
Employee Incentive Plans - Schedule of Restricted Stock Unit Activity (Details) - RSUs | 9 Months Ended |
Oct. 31, 2021$ / sharesshares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 4,452,107 |
Granted (in shares) | shares | 3,318,761 |
Vested (in shares) | shares | (1,842,519) |
Forfeited (in shares) | shares | (707,803) |
Ending balance (in shares) | shares | 5,220,546 |
Weighted- Average Grant Date Fair Value Per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 122.90 |
Granted (in dollars per share) | $ / shares | 246.04 |
Vested (in dollars per share) | $ / shares | 124.01 |
Forfeited (in dollars per share) | $ / shares | 156.27 |
Ending balance (in dollars per share) | $ / shares | $ 196.29 |
Employee Incentive Plans - Sc_5
Employee Incentive Plans - Schedule of Estimated Fair Value Assumptions (Details) - ESPP | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 0.00% | 0.00% | ||
Risk-free interest rate | 0.00% | 0.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 47.00% | 50.00% | ||
Expected term (in years) | 6 months | 6 months | ||
Risk-free interest rate | 0.06% | 0.17% | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 48.00% | 54.00% | ||
Expected term (in years) | 1 year | 1 year | ||
Risk-free interest rate | 0.09% | 0.18% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ 667 | $ 209 | $ (6,785) | $ (626) |
Pretax losses | $ 220,644 | $ 72,555 | $ 614,010 | $ 191,152 |
Effective income tax rate | (0.30%) | (0.30%) | 1.10% | 0.30% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Numerator: | ||||
Net loss | $ (221,311) | $ (72,764) | $ (607,225) | $ (190,526) |
Denominator: | ||||
Weighted-average shares outstanding, basic (in shares) | 153,756 | 128,813 | 145,782 | 126,222 |
Weighted-average shares outstanding, diluted (in shares) | 153,756 | 128,813 | 145,782 | 126,222 |
Net loss per share, basic (in dollars per share) | $ (1.44) | $ (0.56) | $ (4.17) | $ (1.51) |
Net loss per share, diluted (in dollars per share) | $ (1.44) | $ (0.56) | $ (4.17) | $ (1.51) |
Class A Common Stock | ||||
Numerator: | ||||
Net loss | $ (211,176) | $ (68,146) | $ (576,106) | $ (177,887) |
Denominator: | ||||
Weighted-average shares outstanding, basic (in shares) | 146,715 | 120,637 | 138,311 | 117,849 |
Weighted-average shares outstanding, diluted (in shares) | 146,715 | 120,637 | 138,311 | 117,849 |
Net loss per share, basic (in dollars per share) | $ (1.44) | $ (0.56) | $ (4.17) | $ (1.51) |
Net loss per share, diluted (in dollars per share) | $ (1.44) | $ (0.56) | $ (4.17) | $ (1.51) |
Class B Common Stock | ||||
Numerator: | ||||
Net loss | $ (10,135) | $ (4,618) | $ (31,119) | $ (12,639) |
Denominator: | ||||
Weighted-average shares outstanding, basic (in shares) | 7,041 | 8,176 | 7,471 | 8,373 |
Weighted-average shares outstanding, diluted (in shares) | 7,041 | 8,176 | 7,471 | 8,373 |
Net loss per share, basic (in dollars per share) | $ (1.44) | $ (0.56) | $ (4.17) | $ (1.51) |
Net loss per share, diluted (in dollars per share) | $ (1.44) | $ (0.56) | $ (4.17) | $ (1.51) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 27,165 | 26,524 |
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) | 8,621 | 9,243 |
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) | 5,221 | 4,827 |
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) | 1,269 | 0 |
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) | 213 | 137 |
Shares related to convertible senior notes | 2023 convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 356 | 832 |
Shares related to convertible senior notes | 2025 convertible senior 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 |
Shares related to convertible senior notes | 2026 convertible senior 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 | 4,820 |
Shares subject to warrants related to the issuance of the 2023 Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,048 | 1,048 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Dilutive effect on securities | $ 0 | $ 0 | $ 0 | $ 0 |
2023 convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Value of shares issuable under warrants granted (in dollars per share) | $ 68.06 | $ 68.06 |