Cover Page
Cover Page - shares | 9 Months Ended | |
Oct. 31, 2023 | Nov. 27, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2023 | |
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 $0.0001 per share | |
Trading Symbol | OKTA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001660134 | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 158,045,390 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,299,891 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Oct. 31, 2023 | Jan. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 400 | $ 264 |
Short-term investments | 1,730 | 2,316 |
Accounts receivable, net of allowances of $7 and $8 | 418 | 481 |
Deferred commissions | 104 | 92 |
Prepaid expenses and other current assets | 75 | 76 |
Total current assets | 2,727 | 3,229 |
Property and equipment, net | 50 | 59 |
Operating lease right-of-use assets | 91 | 122 |
Deferred commissions, noncurrent | 220 | 210 |
Intangible assets, net | 197 | 241 |
Goodwill | 5,406 | 5,400 |
Other assets | 49 | 46 |
Total assets | 8,740 | 9,307 |
Current liabilities: | ||
Accounts payable | 11 | 12 |
Accrued expenses and other current liabilities | 108 | 112 |
Accrued compensation | 168 | 99 |
Deferred revenue | 1,256 | 1,242 |
Total current liabilities | 1,543 | 1,465 |
Convertible senior notes, net, noncurrent | 1,302 | 2,193 |
Operating lease liabilities, noncurrent | 119 | 142 |
Deferred revenue, noncurrent | 18 | 18 |
Other liabilities, noncurrent | 28 | 23 |
Total liabilities | 3,010 | 3,841 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.0001 per share; 100,000 shares authorized; no shares issued and outstanding as of October 31, 2023 and January 31, 2023 | 0 | 0 |
Additional paid-in capital | 8,534 | 7,974 |
Accumulated other comprehensive loss | (18) | (33) |
Accumulated deficit | (2,786) | (2,475) |
Total stockholders’ equity | 5,730 | 5,466 |
Total liabilities and stockholders' equity | 8,740 | 9,307 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Oct. 31, 2023 | Jan. 31, 2023 |
Allowance for accounts receivable | $ 7 | $ 8 |
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) | 158,024,000 | 154,009,000 |
Common stock, shares outstanding (in shares) | 158,024,000 | 154,009,000 |
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) | 7,300,000 | 7,300,000 |
Common stock, shares outstanding (in shares) | 7,300,000 | 7,300,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Revenue: | ||||
Total revenue | $ 584 | $ 481 | $ 1,658 | $ 1,348 |
Cost of revenue: | ||||
Total cost of revenue | 145 | 138 | 436 | 407 |
Gross profit | 439 | 343 | 1,222 | 941 |
Operating expenses: | ||||
Research and development | 165 | 148 | 500 | 466 |
Sales and marketing | 270 | 290 | 787 | 807 |
General and administrative | 111 | 98 | 340 | 309 |
Restructuring and other charges | 4 | 14 | 28 | 14 |
Total operating expenses | 550 | 550 | 1,655 | 1,596 |
Operating loss | (111) | (207) | (433) | (655) |
Interest expense | (2) | (3) | (7) | (9) |
Interest income and other, net | 21 | 5 | 56 | 12 |
Gain on early extinguishment of debt | 18 | 0 | 91 | 0 |
Interest and other, net | 37 | 2 | 140 | 3 |
Loss before provision for income taxes | (74) | (205) | (293) | (652) |
Provision for income taxes | 7 | 4 | 18 | 10 |
Net loss | $ (81) | $ (209) | $ (311) | $ (662) |
Net loss per share, basic (in dollars per share) | $ (0.49) | $ (1.32) | $ (1.91) | $ (4.21) |
Net loss per share, diluted (in dollars per share) | $ (0.49) | $ (1.32) | $ (1.91) | $ (4.21) |
Weighted-average shares used to compute net loss per share, basic (in shares) | 164,381 | 158,708 | 162,836 | 157,344 |
Weighted-average shares used to compute net loss per share, diluted (in shares) | 164,381 | 158,708 | 162,836 | 157,344 |
Subscription | ||||
Revenue: | ||||
Total revenue | $ 569 | $ 466 | $ 1,614 | $ 1,299 |
Cost of revenue: | ||||
Total cost of revenue | 126 | 117 | 376 | 345 |
Professional services and other | ||||
Revenue: | ||||
Total revenue | 15 | 15 | 44 | 49 |
Cost of revenue: | ||||
Total cost of revenue | $ 19 | $ 21 | $ 60 | $ 62 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (81) | $ (209) | $ (311) | $ (662) |
Other comprehensive income (loss): | ||||
Net change in unrealized gains or losses on available-for-sale securities | 5 | (8) | 19 | (27) |
Foreign currency translation adjustments | (9) | (7) | (4) | (17) |
Other comprehensive income (loss) | (4) | (15) | 15 | (44) |
Comprehensive loss | $ (85) | $ (224) | $ (296) | $ (706) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Common stock and additional paid-in capital | Common stock and additional paid-in capital Adjustment | Accumulated deficit | Accumulated deficit Adjustment | Accumulated other comprehensive income |
Beginning balance at Jan. 31, 2022 | $ 7,750 | $ (528) | $ (1,816) | $ 156 | $ (12) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and other activity, net | 36 | |||||
Stock-based compensation | 516 | |||||
Settlement of convertible senior notes | 12 | |||||
Net loss | $ (662) | (662) | ||||
Other comprehensive income (loss) | (44) | |||||
Ending balance at Oct. 31, 2022 | 5,408 | 7,786 | (2,322) | (56) | ||
Beginning balance at Jul. 31, 2022 | 7,607 | (2,113) | (41) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and other activity, net | 6 | |||||
Stock-based compensation | 173 | |||||
Net loss | (209) | (209) | ||||
Other comprehensive income (loss) | (15) | |||||
Ending balance at Oct. 31, 2022 | 5,408 | 7,786 | (2,322) | (56) | ||
Beginning balance at Jan. 31, 2023 | 5,466 | 7,974 | (2,475) | (33) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and other activity, net | 40 | |||||
Stock-based compensation | 527 | |||||
Settlement of warrants | (7) | |||||
Net loss | (311) | (311) | ||||
Other comprehensive income (loss) | 15 | |||||
Ending balance at Oct. 31, 2023 | 5,730 | 8,534 | (2,786) | (18) | ||
Beginning balance at Jul. 31, 2023 | 8,359 | (2,705) | (14) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and other activity, net | 3 | |||||
Stock-based compensation | 175 | |||||
Settlement of warrants | (3) | |||||
Net loss | (81) | (81) | ||||
Other comprehensive income (loss) | (4) | |||||
Ending balance at Oct. 31, 2023 | $ 5,730 | $ 8,534 | $ (2,786) | $ (18) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | |
Cash flows from operating activities: | |||||
Net loss | $ (81) | $ (209) | $ (311) | $ (662) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Stock-based compensation | 523 | 513 | |||
Depreciation, amortization and accretion | 64 | 89 | |||
Amortization of debt issuance costs | 3 | 4 | |||
Amortization of deferred commissions | 76 | 61 | |||
Deferred income taxes | 4 | 4 | |||
Lease impairment charges | 25 | 14 | |||
Gain on early extinguishment of debt | (18) | 0 | (91) | 0 | |
Net (gain) loss on strategic investments | 1 | (2) | |||
Other, net | 5 | 2 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 61 | 15 | |||
Deferred commissions | (102) | (82) | |||
Prepaid expenses and other assets | (1) | (4) | |||
Operating lease right-of-use assets | 18 | 21 | |||
Accounts payable | (1) | 29 | |||
Accrued compensation | 70 | (30) | |||
Accrued expenses and other liabilities | 9 | (6) | |||
Operating lease liabilities | (29) | (22) | |||
Deferred revenue | 14 | 66 | |||
Net cash provided by operating activities | 338 | 10 | |||
Cash flows from investing activities: | |||||
Capitalized software | (10) | (8) | |||
Purchases of property and equipment | (5) | (9) | |||
Purchases of securities available-for-sale and other | (1,151) | (872) | |||
Proceeds from maturities and redemption of securities available-for-sale | 1,702 | 848 | |||
Proceeds from sales of securities available-for-sale and other | 61 | 0 | |||
Purchases of intangible assets | (1) | (2) | |||
Payments for business acquisitions, net of cash acquired | (22) | (4) | |||
Net cash provided by (used in) investing activities | 574 | (47) | |||
Cash flows from financing activities: | |||||
Payments for repurchases of convertible senior notes | (803) | 0 | |||
Payments for warrants related to convertible senior notes | (7) | 0 | |||
Proceeds from stock option exercises, net of repurchases | 10 | 15 | |||
Proceeds from shares issued in connection with employee stock purchase plan | 26 | 19 | |||
Net cash provided by (used in) financing activities | (774) | 34 | |||
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash | (1) | (11) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 137 | (14) | |||
Cash, cash equivalents and restricted cash at beginning of period | 271 | 273 | $ 273 | ||
Cash, cash equivalents and restricted cash at end of period | 408 | 259 | 408 | 259 | 271 |
Cash paid during the period for: | |||||
Operating leases | 34 | 30 | |||
Non-cash activities: | |||||
Issuance of common stock for conversions of convertible senior notes | 0 | 40 | |||
Benefit from exercise of hedges related to convertible senior notes | 2 | 18 | |||
Operating lease right-of-use assets exchanged for lease liabilities | 11 | 8 | |||
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 | 400 | 250 | 400 | 250 | 264 |
Restricted cash, current included in prepaid expenses and other current assets | 2 | 2 | 2 | 2 | |
Restricted cash, noncurrent included in other assets | 6 | 7 | 6 | 7 | |
Total cash, cash equivalents and restricted cash | $ 408 | $ 259 | $ 408 | $ 259 | $ 271 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Oct. 31, 2023 | |
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 partner. The Company’s Workforce Identity and Customer Identity Clouds are powered by the Company’s Identity Platform enabling customers to securely connect the right people to the right technologies and services at the right time. Employees and contractors sign into the Workforce Identity Cloud to seamlessly and securely access the applications they need to do their most important work. Developers leverage the Workforce Identity and Customer Identity Clouds to securely and efficiently embed identity into the software they build, allowing them to innovate and focus on their core missions. Organizations use the Company’s Identity Platform to collaborate with their partners, and to provide their customers with more modern and secure experiences in the cloud and via mobile devices. 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”) for interim periods. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company conducts business globally and is managed, operated and organized by major functional departments that operate on a consolidated basis. As a result, the Company operates in one reportable segment. The condensed consolidated balance sheet as of January 31, 2023, included herein, was derived from the audited financial statements as of that date. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of 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, 2024 or any future period. The Company’s fiscal year ends on January 31. References to fiscal 2024, for example, refer to the fiscal year ending January 31, 2024. Certain reclassifications of components of prior period operating expenses have been made in the condensed consolidated statements of operations to conform to the current period presentation. These reclassifications had no impact on total operating expenses as previously reported. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 3, 2023. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires 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. Estimates are based on historical experience and on other assumptions that management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the valuation of deferred income tax assets, uncertain tax positions, assets and liabilities acquired in business combinations, and loss contingencies related to litigation. |
Accounting Standards and Signif
Accounting Standards and Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounting Standards and Significant Accounting Policies | Accounting Standards and Significant Accounting Policies Significant Accounting Policies For a summary of the Company’s significant accounting policies refer to “Note 2. Summary of Significant Accounting Policies” of its Annual Report on Form 10-K for the fiscal year ended January 31, 2023. Recent Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the new standard. |
Restructuring and Other Charges
Restructuring and Other Charges | 9 Months Ended |
Oct. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges | Restructuring and Other Charges During the third quarter of fiscal 2023, the Company announced a real estate optimization plan which provided for closing duplicative sites and decommissioning underutilized offices and floors. The Company recognized non-cash lease impairment charges of $14 million in the year ended January 31, 2023. In the nine months ended October 31, 2023, the Company recognized an additional $25 million of non-cash lease impairment charges as a result of the real estate optimization plan. The non-cash lease impairment charges represent the amount that the carrying value of the asset groups exceeded their estimated fair values. The asset groups primarily include operating lease right-of-use assets, leasehold improvements, and related property and equipment. To estimate the fair value of the asset group, the Company utilized a discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate. During the fourth quarter of fiscal 2023, the Company approved a restructuring plan (the “Restructuring Plan”) intended to reduce operating expenses and improve profitability. The Restructuring Plan involved a reduction of the Company’s workforce by approximately 300 full-time employees. The Restructuring Plan was substantially complete by the first quarter of fiscal 2024 and the Company recognized aggregate restructuring costs of $15 million in the fourth quarter of fiscal 2023. In the three and nine months ended October 31, 2023 , the Company recognized an additional $4 million of severance and termination benefit costs related to an insignificant workforce reduction. The following table summarizes the Company’s restructuring liability that is included in Accrued expenses and other current liabilities on the condensed consolidated balance sheet: Severance and termination benefit costs (dollars in millions) Balance as of January 31, 2023 $ 15 Restructuring charges 4 Cash payments (15) Balance as of October 31, 2023 $ 4 |
Cash Equivalents and Investment
Cash Equivalents and Investments | 9 Months Ended |
Oct. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Investments | Cash Equivalents and Investments Cash Equivalents and Short-term Investments In estimating fair value, the Company uses a three-tier fair value hierarchy 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. The following tables present the amortized cost, unrealized gain (loss) and estimated fair value of cash equivalents and short-term investments: As of October 31, 2023 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value (dollars in millions) Level 1: Cash equivalents: Money market funds $ 287 $ — $ — $ 287 Total cash equivalents 287 — — 287 Level 2: Short-term investments (Available-for-sale): U.S. treasury securities 1,672 — (5) 1,667 Corporate debt securities 32 — — 32 Certificates of deposit 31 — — 31 Total short-term investments 1,735 — (5) 1,730 Total $ 2,022 $ — $ (5) $ 2,017 As of January 31, 2023 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value (dollars in millions) Level 1: Cash equivalents: Money market funds $ 133 $ — $ — $ 133 Total cash equivalents 133 — — 133 Level 2: Short-term investments (Available-for-sale): U.S. treasury securities 2,207 — (22) 2,185 Corporate debt securities 133 — (2) 131 Total short-term investments 2,340 — (24) 2,316 Total $ 2,473 $ — $ (24) $ 2,449 The following table presents the contractual maturities of the Company’s short-term investments: As of October 31, 2023 Amortized Cost Estimated Fair Value (dollars in millions) Due within one year $ 1,369 $ 1,364 Due between one to five years 366 366 Total $ 1,735 $ 1,730 Interest receivable of $17 million and $10 million is included in Prepaid expenses and other current assets on the condensed consolidated balance sheets as of October 31, 2023 and January 31, 2023, respectively. The following table presents the fair values and unrealized losses related to the Company’s investments in available-for-sale debt securities classified by length of time that the securities have been in a continuous unrealized loss position as of October 31, 2023: Less Than 12 Months More Than 12 Months Total Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses (dollars in millions) U.S. treasury securities $ 1,185 $ (2) $ 332 $ (3) $ 1,517 $ (5) Corporate debt securities 28 — 4 — 32 — Total $ 1,213 $ (2) $ 336 $ (3) $ 1,549 $ (5) The Company had 98 and 159 short-term investments in unrealized loss positions as of October 31, 2023 and January 31, 2023, respectively. 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. There were no material credit or non-credit related impairments for short-term investments as of October 31, 2023 and January 31, 2023. Strategic Investments Strategic investments primarily include equity investments in privately-held companies, which do not have a readily determinable fair value. As of October 31, 2023 and January 31, 2023, the balance of strategic investments was $28 million and $25 million, respectively. |
Deferred Commissions
Deferred Commissions | 9 Months Ended |
Oct. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Commissions | Deferred Commissions Sales commissions capitalized as contract costs totaled $37 million and $33 million in the three months ended October 31, 2023 and 2022, respectively, and $102 million and $82 million in the nine months ended October 31, 2023 and 2022, respectively. Amortization of contract costs totaled $27 million and $21 million for the three months ended October 31, 2023 and 2022, respectively, and $76 million and $61 million for the nine months ended October 31, 2023 and 2022, respectively. 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, 2023 and 2022 that was included in the deferred revenue balances at the beginning of the respective periods was $519 million and $418 million, respectively, and $1,114 million and $858 million in the nine months ended October 31, 2023 and 2022, respectively. Professional services and other revenue recognized during the three months ended October 31, 2023 and 2022 that was included in the deferred revenue balances at the beginning of the respective periods was $5 million and $6 million, respectively, and $9 million and $13 million in the nine months ended October 31, 2023 and 2022, respectively. Transaction Price Allocated to the Remaining Performance Obligations Transaction price allocated to the remaining performance obligations (“RPO”) 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. Total remaining non-cancelable performance obligations under subscription contracts with customers was approximately $3,073 million as of October 31, 2023 . Of this amount, the Company expects to recognize revenue of approximately $1,826 million, or 59%, 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, 2023 were not material. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 9 Months Ended |
Oct. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Deferred Commissions Sales commissions capitalized as contract costs totaled $37 million and $33 million in the three months ended October 31, 2023 and 2022, respectively, and $102 million and $82 million in the nine months ended October 31, 2023 and 2022, respectively. Amortization of contract costs totaled $27 million and $21 million for the three months ended October 31, 2023 and 2022, respectively, and $76 million and $61 million for the nine months ended October 31, 2023 and 2022, respectively. 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, 2023 and 2022 that was included in the deferred revenue balances at the beginning of the respective periods was $519 million and $418 million, respectively, and $1,114 million and $858 million in the nine months ended October 31, 2023 and 2022, respectively. Professional services and other revenue recognized during the three months ended October 31, 2023 and 2022 that was included in the deferred revenue balances at the beginning of the respective periods was $5 million and $6 million, respectively, and $9 million and $13 million in the nine months ended October 31, 2023 and 2022, respectively. Transaction Price Allocated to the Remaining Performance Obligations Transaction price allocated to the remaining performance obligations (“RPO”) 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. Total remaining non-cancelable performance obligations under subscription contracts with customers was approximately $3,073 million as of October 31, 2023 . Of this amount, the Company expects to recognize revenue of approximately $1,826 million, or 59%, 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, 2023 were not material. |
Convertible Senior Notes, Net
Convertible Senior Notes, Net | 9 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes, Net | Convertible Senior Notes, Net Convertible Senior Notes The 2025 convertible senior notes (“2025 Notes”) and the 2026 convertible senior notes (“2026 Notes” and together with the 2025 Notes, the “Notes”) are recorded at face value less unamortized debt issuance costs. During the three months ended October 31, 2023, the Company repurchased $150 million principal amount of the 2026 Notes for $132 million in cash, resulting in a gain on early extinguishment of debt of $18 million. During the nine months ended October 31, 2023, the Company repurchased $508 million principal amount of the 2025 Notes for $462 million in cash and $392 million principal amount of the 2026 Notes for $341 million in cash, resulting in an aggregate gain on early extinguishment of debt of $91 million. The net carrying amount of the Notes consisted of the following: As of October 31, 2023 As of January 31, 2023 (dollars in millions) 2025 Notes: Principal $ 552 $ 1,060 Less: unamortized debt issuance costs (3) (8) Net carrying amount $ 549 $ 1,052 2026 Notes: Principal $ 758 $ 1,150 Less: unamortized debt issuance costs (5) (9) Net carrying amount $ 753 $ 1,141 Fair Value Measurements The following table presents the principal amounts and estimated fair values of the Notes, which are not recorded at fair value on the condensed consolidated balance sheets: As of October 31, 2023 Principal Amount Estimated Fair Value (dollars in millions) 2025 Notes $ 552 $ 491 2026 Notes $ 758 $ 650 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. Warrants In February 2018, the Company sold net-share-settled (or, at the Company’s election subject to certain conditions, cash-settled) warrants (the “Warrants”) to acquire shares of the Company’s Class A common stock at an initial exercise price of approximately $68.06 per share. The Warrants were exercisable over 80 scheduled trading days beginning on May 15, 2023. The Company elected to cash settle the Warrants. During the nine months ended October 31, 2023, the Company settled Warrants corresponding to approximately 1.0 million shares for total cash payments of $7 million. As of October 31, 2023, no Warrants remained outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2023 | |
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 $7 million and $6 million were issued and outstanding as of October 31, 2023 and January 31, 2023, respectively. No draws have been made under such letters of credit. Legal Matters From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. On May 20, 2022, a purported shareholder filed a putative class action lawsuit in the United States District Court for the Northern District of California against the Company and certain of its executive officers, captioned In re Okta, Inc. Securities Litigation, No. 3:22-cv-02990. The lawsuit asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging that the defendants made false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches, and the Company’s integration of Auth0, Inc. (“Auth0”). The lawsuit seeks an order certifying the lawsuit as a class action and unspecified damages. The defendants moved to dismiss the amended complaint. On March 31, 2023, the court issued an order granting in part and denying in part the motion to dismiss. The court dismissed in full the claims based on the plaintiff’s allegations related to the Company’s cybersecurity controls and vulnerability to data breaches, and dismissed in part and denied in part the claims based on allegations related to the Auth0 integration. On November 1, 2023, the plaintiffs filed a motion for class certification and the court has scheduled a hearing on that motion for March 29, 2024. The court has not issued a scheduling order beyond class certification, and discovery is proceeding. Additionally, two purported shareholders filed derivative lawsuits on behalf of the Company in the United States District Court for the Northern District of California against certain of its current and former executive officers and directors, captioned O’Dell v. McKinnon et al. , No. 3:22-cv-07480 (filed Nov. 28, 2022), and LR Trust v. McKinnon et al ., No. 3:22-cv-08627 (filed Dec. 13, 2022). The lawsuits allege, among other things, that the defendants breached their fiduciary duties by making false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches, and the Company’s integration of Auth0. The lawsuits seek orders permitting the plaintiffs to maintain the actions derivatively on behalf of the Company, awarding unspecified damages allegedly sustained by the Company, awarding restitution from the individual defendants, and requiring the Company to make certain reforms to its corporate governance and controls. On February 22, 2023, the court entered a stipulated order consolidating the derivative actions, appointing co-lead counsel for plaintiffs, and staying the consolidated derivative actions during the pendency of the motion to dismiss in the securities class action lawsuit. The consolidated derivative action is captioned In re Okta, Inc. Stockholder Derivative Litigation , No. 3:22-cv-07480. On May 9, 2023, the court entered a stipulated order continuing the stay through the close of discovery in the securities class action lawsuit. On April 14, 2023, another shareholder filed a substantially similar derivative lawsuit in the United States District Court for the District of Delaware against certain of the Company’s current and former executive officers and directors, captioned Buono v. McKinnon et al. , No. 1:23-cv-00413. On May 31, 2023, the court entered a stipulated order whereby the defendants agreed to accept service and stay the derivative action through the close of discovery in the securities class action lawsuit. The Company is defending these lawsuits vigorously. At this time, the Company is unable to predict the outcome or estimate the amount of loss or range of losses that could potentially result from these lawsuits. 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, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Incentive Plans | Employee Incentive Plans The Company’s equity incentive plans provide for granting stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) to employees, consultants, officers and directors and restricted stock units with market-based vesting conditions to certain executives. 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: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (dollars in millions) Cost of revenue Subscription $ 20 $ 17 $ 57 $ 52 Professional services and other 3 4 11 11 Research and development 70 69 212 209 Sales and marketing 40 41 119 119 General and administrative 39 41 124 122 Total $ 172 $ 172 $ 523 $ 513 The following table presents total unrecognized stock-based compensation expense related to outstanding equity awards as of October 31, 2023: Unrecognized Stock-based Compensation Expense Weighted-average remaining period Unvested RSUs $ 1,053 2.5 years Unvested RSAs 56 0.5 years Unvested stock options 26 1.0 year ESPP 4 0.3 years Total $ 1,139 Market-based Restricted Stock Units In March 2023, the Company granted market-based RSUs to certain members of management. The target number of market-based RSUs granted was 192,843. One-third of these market-based RSUs vest over each of a one-, two- and three-year performance period, each starting on February 1, 2023. The number of shares that can be earned ranges from 0% to 200% of the target number of shares based on the relative performance of the per share price of the Company’s common stock as compared to the Nasdaq Composite Index over the respective performance periods and subject to continuous employment through the vesting dates. The $149.78 average grant date fair value per target market-based RSU was determined using a Monte Carlo simulation approach. Compensation expense for awards with market conditions is recognized over the service period using the accelerated attribution method and is not reversed if the market condition is not met. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and nine months ended October 31, 2023, the Company recorded a tax provision of $7 million and $18 million on pretax losses of $74 million and $293 million, respectively. The effective tax rate for the three and nine months ended October 31, 2023 was approximately (9.0)% and (6.0)%, respectively. The effective tax rate differs from the statutory rate primarily as a result of a full valuation allowance against U.S. deferred tax assets, the tax effect of foreign operations, U.S. federal and state taxes, and shortfalls from stock-based compensation. The Tax Cuts and Jobs Act enacted on December 22, 2017 amended Internal Revenue Code Section 174 to require that specific research and experimental (“R&E”) expenditures be capitalized and amortized over five years (U.S. R&E) or fifteen years (non-U.S. R&E) beginning in the Company's fiscal 2023. As a result, the Company utilized federal and state tax attributes and incurred cash taxes and tax expense. For the three and nine months ended October 31, 2022, the Company recorded a tax provision of $4 million and $10 million on pretax losses of $205 million and $652 million, respectively. The effective tax rate for the three and nine months ended October 31, 2022 was approximately (1.8)% and (1.5)%, respectively. The effective tax rate differs from the statutory rate primarily as a result of a full valuation allowance against U.S. deferred tax assets, the tax effect of foreign operations, U.S. state taxes, and stock-based compensation shortfalls in the United Kingdom. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Oct. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company computes net loss per share of common stock in conformity with the two-class method required for participating securities. The following table presents the calculation of basic and diluted net loss per share: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B (dollars in millions, shares in thousands, except per share data) Numerator: Net loss $ (77) $ (4) $ (200) $ (9) $ (297) $ (14) $ (632) $ (30) Denominator: Weighted-average shares outstanding, basic and diluted 157,081 7,300 151,535 7,173 155,536 7,300 150,296 7,048 Net loss per share, basic and diluted $ (0.49) $ (0.49) $ (1.32) $ (1.32) $ (1.91) $ (1.91) $ (4.21) $ (4.21) 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: As of October 31, 2023 2022 (shares in thousands) Issued and outstanding stock options 5,423 6,630 Unvested RSUs issued and outstanding 10,164 9,120 Unvested market-based RSUs issued and outstanding 435 116 Unvested RSAs issued and outstanding 308 743 Shares committed under the ESPP 401 597 Shares related to the 2023 Notes — 108 Shares subject to warrants related to the issuance of the 2023 Notes — 1,048 Shares related to the 2025 Notes 2,925 5,617 Shares related to the 2026 Notes 3,177 4,820 22,833 28,799 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (81) | $ (209) | $ (311) | $ (662) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Oct. 31, 2023 shares | Oct. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On September 15, 2023, Shibu Ninan, Chief Accounting Officer, adopted a Rule 10b5-1 trading arrangement (the “10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The 10b5-1 Plan allows for the sale of up to 6,779 shares of our Class A common stock, commencing on January 2, 2024 and continuing until all shares are sold or March 29, 2024, whichever comes first. | |
Shibu Ninan [Member] | ||
Trading Arrangements, by Individual | ||
Name | Shibu Ninan | |
Title | Chief Accounting Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 15, 2023 | |
Arrangement Duration | 87 days | |
Aggregate Available | 6,779 | 6,779 |
Accounting Standards and Sign_2
Accounting Standards and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2023 | |
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”) for interim periods. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements. |
Principles of Consolidation | All intercompany balances and transactions have been eliminated in consolidation. The Company conducts business globally and is managed, operated and organized by major functional departments that operate on a consolidated basis. As a result, the Company operates in one reportable segment. The condensed consolidated balance sheet as of January 31, 2023, included herein, was derived from the audited financial statements as of that date. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of 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, 2024 or any future period. |
Fiscal Period | The Company’s fiscal year ends on January 31. References to fiscal 2024, for example, refer to the fiscal year ending January 31, 2024. |
Reclassifications | Certain reclassifications of components of prior period operating expenses have been made in the condensed consolidated statements of operations to conform to the current period presentation. These reclassifications had no impact on total operating expenses as previously reported. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with GAAP requires 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. Estimates are based on historical experience and on other assumptions that management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the valuation of deferred income tax assets, uncertain tax positions, assets and liabilities acquired in business combinations, and loss contingencies related to litigation. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the new standard. |
Restructuring and Other Charg_2
Restructuring and Other Charges (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve | The following table summarizes the Company’s restructuring liability that is included in Accrued expenses and other current liabilities on the condensed consolidated balance sheet: Severance and termination benefit costs (dollars in millions) Balance as of January 31, 2023 $ 15 Restructuring charges 4 Cash payments (15) Balance as of October 31, 2023 $ 4 |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
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 following tables present the amortized cost, unrealized gain (loss) and estimated fair value of cash equivalents and short-term investments: As of October 31, 2023 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value (dollars in millions) Level 1: Cash equivalents: Money market funds $ 287 $ — $ — $ 287 Total cash equivalents 287 — — 287 Level 2: Short-term investments (Available-for-sale): U.S. treasury securities 1,672 — (5) 1,667 Corporate debt securities 32 — — 32 Certificates of deposit 31 — — 31 Total short-term investments 1,735 — (5) 1,730 Total $ 2,022 $ — $ (5) $ 2,017 As of January 31, 2023 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value (dollars in millions) Level 1: Cash equivalents: Money market funds $ 133 $ — $ — $ 133 Total cash equivalents 133 — — 133 Level 2: Short-term investments (Available-for-sale): U.S. treasury securities 2,207 — (22) 2,185 Corporate debt securities 133 — (2) 131 Total short-term investments 2,340 — (24) 2,316 Total $ 2,473 $ — $ (24) $ 2,449 |
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, 2023 Amortized Cost Estimated Fair Value (dollars in millions) Due within one year $ 1,369 $ 1,364 Due between one to five years 366 366 Total $ 1,735 $ 1,730 |
Schedule of Unrealized Loss Position and Fair Value of Debt Securities | The following table presents the fair values and unrealized losses related to the Company’s investments in available-for-sale debt securities classified by length of time that the securities have been in a continuous unrealized loss position as of October 31, 2023: Less Than 12 Months More Than 12 Months Total Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses (dollars in millions) U.S. treasury securities $ 1,185 $ (2) $ 332 $ (3) $ 1,517 $ (5) Corporate debt securities 28 — 4 — 32 — Total $ 1,213 $ (2) $ 336 $ (3) $ 1,549 $ (5) |
Convertible Senior Notes, Net (
Convertible Senior Notes, Net (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The net carrying amount of the Notes consisted of the following: As of October 31, 2023 As of January 31, 2023 (dollars in millions) 2025 Notes: Principal $ 552 $ 1,060 Less: unamortized debt issuance costs (3) (8) Net carrying amount $ 549 $ 1,052 2026 Notes: Principal $ 758 $ 1,150 Less: unamortized debt issuance costs (5) (9) Net carrying amount $ 753 $ 1,141 |
Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note | The following table presents the principal amounts and estimated fair values of the Notes, which are not recorded at fair value on the condensed consolidated balance sheets: As of October 31, 2023 Principal Amount Estimated Fair Value (dollars in millions) 2025 Notes $ 552 $ 491 2026 Notes $ 758 $ 650 |
Employee Incentive Plans (Table
Employee Incentive Plans (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
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: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (dollars in millions) Cost of revenue Subscription $ 20 $ 17 $ 57 $ 52 Professional services and other 3 4 11 11 Research and development 70 69 212 209 Sales and marketing 40 41 119 119 General and administrative 39 41 124 122 Total $ 172 $ 172 $ 523 $ 513 |
Schedule of Unrecognized Stock-based Compensation Expense | The following table presents total unrecognized stock-based compensation expense related to outstanding equity awards as of October 31, 2023: Unrecognized Stock-based Compensation Expense Weighted-average remaining period Unvested RSUs $ 1,053 2.5 years Unvested RSAs 56 0.5 years Unvested stock options 26 1.0 year ESPP 4 0.3 years Total $ 1,139 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
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: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B (dollars in millions, shares in thousands, except per share data) Numerator: Net loss $ (77) $ (4) $ (200) $ (9) $ (297) $ (14) $ (632) $ (30) Denominator: Weighted-average shares outstanding, basic and diluted 157,081 7,300 151,535 7,173 155,536 7,300 150,296 7,048 Net loss per share, basic and diluted $ (0.49) $ (0.49) $ (1.32) $ (1.32) $ (1.91) $ (1.91) $ (4.21) $ (4.21) |
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: As of October 31, 2023 2022 (shares in thousands) Issued and outstanding stock options 5,423 6,630 Unvested RSUs issued and outstanding 10,164 9,120 Unvested market-based RSUs issued and outstanding 435 116 Unvested RSAs issued and outstanding 308 743 Shares committed under the ESPP 401 597 Shares related to the 2023 Notes — 108 Shares subject to warrants related to the issuance of the 2023 Notes — 1,048 Shares related to the 2025 Notes 2,925 5,617 Shares related to the 2026 Notes 3,177 4,820 22,833 28,799 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) | 9 Months Ended |
Oct. 31, 2023 tradingDay | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Restructuring and Other Charg_3
Restructuring and Other Charges - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2023 USD ($) | Jan. 31, 2023 USD ($) employee | Oct. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | Jan. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Lease impairment charges | $ 25 | $ 14 | |||
Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Lease impairment charges | 25 | $ 14 | |||
Restructuring cost, number of positions eliminated | employee | 300 | ||||
Restructuring charges | $ 15 | ||||
Restructuring Plan | Severance and termination benefit costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 4 | $ 4 |
Restructuring and Other Charg_4
Restructuring and Other Charges - Schedule of Restructuring Reserve (Details) - Restructuring Plan - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2023 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | $ 15 | ||
Severance and termination benefit costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance as of January 31, 2023 | $ 15 | ||
Restructuring charges | $ 4 | 4 | |
Cash payments | (15) | ||
Balance as of October 31, 2023 | $ 4 | $ 15 | $ 4 |
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 Millions | Oct. 31, 2023 | Jan. 31, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | $ 2,022 | $ 2,473 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | (5) | (24) |
Estimated Fair Value | 2,017 | 2,449 |
Cash Equivalents | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 287 | 133 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Estimated Fair Value | 287 | 133 |
Cash Equivalents | Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 287 | 133 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Estimated Fair Value | 287 | 133 |
Short-term investments (Available-for-sale) | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 1,735 | 2,340 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | (5) | (24) |
Estimated Fair Value | 1,730 | 2,316 |
Short-term investments (Available-for-sale) | U.S. treasury securities | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 1,672 | 2,207 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | (5) | (22) |
Estimated Fair Value | 1,667 | 2,185 |
Short-term investments (Available-for-sale) | Corporate debt securities | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 32 | 133 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | (2) |
Estimated Fair Value | 32 | $ 131 |
Short-term investments (Available-for-sale) | Certificates of deposit | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized Cost | 31 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Estimated Fair Value | $ 31 |
Cash Equivalents and Investme_4
Cash Equivalents and Investments - Schedule of Contractual Maturities of Short-term Investments (Details) - USD ($) $ in Millions | Oct. 31, 2023 | Jan. 31, 2023 |
Amortized Cost | ||
Amortized Cost | $ 2,022 | $ 2,473 |
Estimated Fair Value | ||
Estimated fair value | 2,017 | 2,449 |
Short-term investments (Available-for-sale) | ||
Amortized Cost | ||
Amortized cost, due within one year | 1,369 | |
Amortized cost, due between one to five years | 366 | |
Amortized Cost | 1,735 | 2,340 |
Estimated Fair Value | ||
Estimated fair value, due within one year | 1,364 | |
Estimated fair value, due between one to five years | 366 | |
Estimated fair value | $ 1,730 | $ 2,316 |
Cash Equivalents and Investme_5
Cash Equivalents and Investments - Narrative (Details) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2023 USD ($) investment | Jan. 31, 2023 USD ($) investment | |
Investments, Debt and Equity Securities [Abstract] | ||
Interest receivable | $ 17,000,000 | $ 10,000,000 |
Number of short-term investments in unrealized loss positions (in investments) | investment | 98 | 159 |
Other-than-temporary impairment short term investment | $ 0 | $ 0 |
Strategic investments without a readily determinable fair value | $ 28,000,000 | $ 25,000,000 |
Cash Equivalents and Investme_6
Cash Equivalents and Investments - Schedule of Unrealized Loss Position and Fair Value of Debt Securities (Details) $ in Millions | Oct. 31, 2023 USD ($) |
Schedule of Investments [Line Items] | |
Estimated Fair Value, Less Than 12 Months | $ 1,213 |
Unrealized Losses, Less Than 12 Months | (2) |
Estimated Fair Value, More Than 12 Months | 336 |
Unrealized Losses, More Than 12 Months | (3) |
Estimated Fair Value | 1,549 |
Unrealized Losses | (5) |
U.S. treasury securities | |
Schedule of Investments [Line Items] | |
Estimated Fair Value, Less Than 12 Months | 1,185 |
Unrealized Losses, Less Than 12 Months | (2) |
Estimated Fair Value, More Than 12 Months | 332 |
Unrealized Losses, More Than 12 Months | (3) |
Estimated Fair Value | 1,517 |
Unrealized Losses | (5) |
Corporate debt securities | |
Schedule of Investments [Line Items] | |
Estimated Fair Value, Less Than 12 Months | 28 |
Unrealized Losses, Less Than 12 Months | 0 |
Estimated Fair Value, More Than 12 Months | 4 |
Unrealized Losses, More Than 12 Months | 0 |
Estimated Fair Value | 32 |
Unrealized Losses | $ 0 |
Deferred Commissions (Details)
Deferred Commissions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Sales commissions capitalized as contract costs | $ 37 | $ 33 | $ 102 | $ 82 |
Amortization of contract costs | $ 27 | $ 21 | $ 76 | $ 61 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue from remaining performance obligations | $ 3,073 | $ 3,073 | ||
Subscription | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue recognized that was included in the contract liability balance | 519 | $ 418 | 1,114 | $ 858 |
Professional services and other | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue recognized that was included in the contract liability balance | 5 | $ 6 | 9 | $ 13 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue from remaining performance obligations | $ 1,826 | $ 1,826 | ||
Remaining performance obligation, percentage | 59% | 59% | ||
Performance obligations expected to be satisfied, expected timing | 12 months | 12 months |
Convertible Senior Notes, Net -
Convertible Senior Notes, Net - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
May 15, 2023 tradingDay | Oct. 31, 2023 USD ($) shares | Oct. 31, 2022 USD ($) | Oct. 31, 2023 USD ($) shares | Oct. 31, 2022 USD ($) | Feb. 28, 2018 $ / shares | |
Debt Instrument [Line Items] | ||||||
Gain on early extinguishment of debt | $ 18 | $ 0 | $ 91 | $ 0 | ||
Value of shares issuable under warrants granted (in dollars per share) | $ / shares | $ 68.06 | |||||
Threshold trading days | tradingDay | 80 | |||||
Warrants settled (in shares) | shares | 1,000,000 | 1,000,000 | ||||
Payments for repurchase of Warrants | $ 7 | $ 0 | ||||
Number of warrants outstanding (in shares) | shares | 0 | 0 | ||||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Gain on early extinguishment of debt | $ 91 | |||||
Senior Notes | 2026 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt repurchased, principal amount | $ 150 | 392 | ||||
Debt repurchase, cash portion | 132 | 341 | ||||
Gain on early extinguishment of debt | $ 18 | |||||
Senior Notes | 2025 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt repurchased, principal amount | 508 | |||||
Debt repurchase, cash portion | $ 462 |
Convertible Senior Notes, Net_2
Convertible Senior Notes, Net - Schedule of Debt (Details) - Senior Notes - USD ($) $ in Millions | Oct. 31, 2023 | Jan. 31, 2023 |
2025 Notes | ||
Debt Instrument [Line Items] | ||
Principal | $ 552 | $ 1,060 |
Less: unamortized debt issuance costs | (3) | (8) |
Net carrying amount | 549 | 1,052 |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Principal | 758 | 1,150 |
Less: unamortized debt issuance costs | (5) | (9) |
Net carrying amount | $ 753 | $ 1,141 |
Convertible Senior Notes, Net_3
Convertible Senior Notes, Net - Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note (Details) - Senior Notes $ in Millions | Oct. 31, 2023 USD ($) |
2025 Notes | Principal Amount | |
Debt Instrument [Line Items] | |
Convertible senior notes | $ 552 |
2025 Notes | Estimated Fair Value | |
Debt Instrument [Line Items] | |
Convertible senior notes | 491 |
2026 Notes | Principal Amount | |
Debt Instrument [Line Items] | |
Convertible senior notes | 758 |
2026 Notes | Estimated Fair Value | |
Debt Instrument [Line Items] | |
Convertible senior notes | $ 650 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | ||
Dec. 13, 2022 plaintiff | Oct. 31, 2023 USD ($) | Jan. 31, 2023 USD ($) | |
Derivative Lawsuit | |||
Other Commitments [Line Items] | |||
Number of plaintiffs | plaintiff | 2 | ||
Letter of Credit | |||
Other Commitments [Line Items] | |||
Letters of credit issued and outstanding | $ 7,000,000 | $ 6,000,000 | |
Draws on line of credit | $ 0 | $ 0 |
Employee Incentive Plans - Sche
Employee Incentive Plans - Schedule of Stock-based Compensation Expense by Statement of Operations Location (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 172 | $ 172 | $ 523 | $ 513 |
Subscription | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 20 | 17 | 57 | 52 |
Professional services and other | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3 | 4 | 11 | 11 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 70 | 69 | 212 | 209 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 40 | 41 | 119 | 119 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 39 | $ 41 | $ 124 | $ 122 |
Employee Incentive Plans - Sc_2
Employee Incentive Plans - Schedule of Unrecognized Stock-based Compensation Expense (Details) $ in Millions | 9 Months Ended |
Oct. 31, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs, stock option | $ 26 |
Total | 1,139 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs, non-stock option | $ 1,053 |
Weighted-average remaining period (in years) | 2 years 6 months |
RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs, non-stock option | $ 56 |
Weighted-average remaining period (in years) | 6 months |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average remaining period (in years) | 1 year |
ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation costs, non-stock option | $ 4 |
Weighted-average remaining period (in years) | 3 months 18 days |
Employee Incentive Plans - Narr
Employee Incentive Plans - Narrative (Details) - Market-based RSUs | 1 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares granted in period | shares | 192,843 |
Award vesting period | 3 years |
Granted (in dollars per share) | $ / shares | $ 149.78 |
Performance period one | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 33% |
Performance period two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 33% |
Performance period three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 33% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Earn rate, percent of shares granted | 0% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Earn rate, percent of shares granted | 200% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 7 | $ 4 | $ 18 | $ 10 |
Pretax losses | $ 74 | $ 205 | $ 293 | $ 652 |
Effective income tax rate | (9.00%) | (1.80%) | (6.00%) | (1.50%) |
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 Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Numerator: | ||||
Net loss | $ (81) | $ (209) | $ (311) | $ (662) |
Denominator: | ||||
Weighted-average shares outstanding, basic (in shares) | 164,381 | 158,708 | 162,836 | 157,344 |
Weighted-average shares outstanding, diluted (in shares) | 164,381 | 158,708 | 162,836 | 157,344 |
Net loss per share, basic (in dollars per share) | $ (0.49) | $ (1.32) | $ (1.91) | $ (4.21) |
Net loss per share, diluted (in dollars per share) | $ (0.49) | $ (1.32) | $ (1.91) | $ (4.21) |
Class A Common Stock | ||||
Numerator: | ||||
Net loss | $ (77) | $ (200) | $ (297) | $ (632) |
Denominator: | ||||
Weighted-average shares outstanding, basic (in shares) | 157,081 | 151,535 | 155,536 | 150,296 |
Weighted-average shares outstanding, diluted (in shares) | 157,081 | 151,535 | 155,536 | 150,296 |
Net loss per share, basic (in dollars per share) | $ (0.49) | $ (1.32) | $ (1.91) | $ (4.21) |
Net loss per share, diluted (in dollars per share) | $ (0.49) | $ (1.32) | $ (1.91) | $ (4.21) |
Class B Common Stock | ||||
Numerator: | ||||
Net loss | $ (4) | $ (9) | $ (14) | $ (30) |
Denominator: | ||||
Weighted-average shares outstanding, basic (in shares) | 7,300 | 7,173 | 7,300 | 7,048 |
Weighted-average shares outstanding, diluted (in shares) | 7,300 | 7,173 | 7,300 | 7,048 |
Net loss per share, basic (in dollars per share) | $ (0.49) | $ (1.32) | $ (1.91) | $ (4.21) |
Net loss per share, diluted (in dollars per share) | $ (0.49) | $ (1.32) | $ (1.91) | $ (4.21) |
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, 2023 | Oct. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 22,833 | 28,799 |
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) | 5,423 | 6,630 |
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) | 10,164 | 9,120 |
Unvested market-based 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) | 435 | 116 |
Unvested RSAs 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) | 308 | 743 |
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) | 401 | 597 |
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) | 0 | 108 |
Shares related to convertible senior notes | 2025 Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,925 | 5,617 |
Shares related to convertible senior notes | 2026 Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,177 | 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) | 0 | 1,048 |
Uncategorized Items - okta-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |