Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 31, 2021 | Aug. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38465 | |
Entity Registrant Name | DOCUSIGN, INC. | |
Entity Central Index Key | 0001261333 | |
Current Fiscal Year End Date | --01-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 91-2183967 | |
Entity Address, Address Line One | 221 Main St. | |
Entity Address, Address Line Two | Suite 1550 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 415 | |
Local Phone Number | 489-4940 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | DOCU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 196,718,307 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 518,577 | $ 566,055 |
Investments—current | 304,292 | 207,450 |
Accounts receivable, net of allowance for doubtful accounts of $6,437 and $5,362 as of July 31, 2021 and January 31, 2021 | 284,730 | 323,570 |
Contract assets—current | 13,993 | 16,883 |
Prepaid expenses and other current assets | 61,197 | 48,390 |
Total current assets | 1,182,789 | 1,162,348 |
Investments—noncurrent | 64,088 | 92,717 |
Property and equipment, net | 173,983 | 165,039 |
Operating lease right-of-use assets | 140,589 | 159,352 |
Goodwill | 355,595 | 350,151 |
Intangible assets, net | 110,327 | 121,828 |
Deferred contract acquisition costs—noncurrent | 289,636 | 260,130 |
Other assets—noncurrent | 38,680 | 24,942 |
Total assets | 2,355,687 | 2,336,507 |
Current liabilities | ||
Accounts payable | 33,612 | 37,367 |
Accrued expenses and other current liabilities | 81,817 | 66,566 |
Accrued compensation | 142,599 | 156,158 |
Convertible senior notes—current | 2,032 | 20,469 |
Contract liabilities—current | 914,619 | 779,642 |
Operating lease liabilities—current | 34,951 | 32,971 |
Total current liabilities | 1,209,630 | 1,093,173 |
Convertible senior notes, net—noncurrent | 730,272 | 693,219 |
Contract liabilities—noncurrent | 18,138 | 16,492 |
Operating lease liabilities—noncurrent | 146,025 | 165,704 |
Deferred tax liability—noncurrent | 6,424 | 6,464 |
Other liabilities—noncurrent | 33,322 | 32,328 |
Total liabilities | 2,143,811 | 2,007,380 |
Commitments and contingencies (Note 7) | ||
Convertible senior notes (Note 6) | 0 | 3,390 |
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of July 31, 2021 and January 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 500,000 shares authorized, 196,467 shares outstanding as of July 31, 2021; 500,000 shares authorized, 192,807 shares outstanding as of January 31, 2021 | 20 | 19 |
Treasury stock, at cost: 5 shares as of July 31, 2021 and January 31, 2021 | (1,219) | (1,048) |
Additional paid-in capital | 1,611,897 | 1,702,254 |
Accumulated other comprehensive income | 3,246 | 4,964 |
Accumulated deficit | (1,402,068) | (1,380,452) |
Total stockholders’ equity | 211,876 | 325,737 |
Total liabilities and equity | $ 2,355,687 | $ 2,336,507 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ (5,362) | $ (6,437) |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 196,467,000 | 192,807,000 |
Treasury stock, shares | 5,000 | 5,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Revenue: | ||||
Total revenue | $ 511,844 | $ 342,209 | $ 980,923 | $ 639,226 |
Cost of revenue: | ||||
Total cost of revenue | 113,780 | 90,615 | 219,023 | 164,647 |
Gross profit | 398,064 | 251,594 | 761,900 | 474,579 |
Operating expenses: | ||||
Sales and marketing | 262,372 | 194,992 | 501,491 | 366,785 |
Research and development | 94,651 | 63,791 | 180,067 | 118,025 |
General and administrative | 63,652 | 51,446 | 113,690 | 90,257 |
Total operating expenses | 420,675 | 310,229 | 795,248 | 575,067 |
Loss from operations | (22,611) | (58,635) | (33,348) | (100,488) |
Interest expense | (1,669) | (7,684) | (3,341) | (15,244) |
Interest income and other income (expense), net | (1,063) | 2,601 | 4,974 | 6,343 |
Loss before provision for income taxes | (25,343) | (63,718) | (31,715) | (109,389) |
Provision for income taxes | 158 | 842 | 2,140 | 2,975 |
Net loss | $ (25,501) | $ (64,560) | $ (33,855) | $ (112,364) |
Net loss per share attributable to common stockholders, basic (in usd per share) | $ (0.13) | $ (0.35) | $ (0.17) | $ (0.61) |
Net loss per share attributable to common stockholders, diluted (in usd per share) | $ (0.13) | $ (0.35) | $ (0.17) | $ (0.61) |
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic | 195,996,000 | 184,862,000 | 195,183,000 | 183,930,000 |
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, diluted | 195,996,000 | 184,862,000 | 195,183,000 | 183,930,000 |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss), net of tax | $ (2,058) | $ 8,714 | $ (1,422) | $ 3,525 |
Unrealized gains (losses) on investments, net of tax | (54) | 87 | (296) | 246 |
Other comprehensive income (loss) | (2,112) | 8,801 | (1,718) | 3,771 |
Comprehensive loss | (27,613) | (55,759) | (35,573) | (108,593) |
Stock-based compensation expense included in costs and expenses | ||||
Stock-based compensation expense | 181,095 | 122,318 | ||
Sales and marketing | ||||
Stock-based compensation expense included in costs and expenses | ||||
Stock-based compensation expense | 46,921 | 32,305 | 85,057 | 56,970 |
Research and development | ||||
Stock-based compensation expense included in costs and expenses | ||||
Stock-based compensation expense | 26,275 | 14,781 | 46,737 | 26,666 |
General and administrative | ||||
Stock-based compensation expense included in costs and expenses | ||||
Stock-based compensation expense | 12,778 | 11,442 | 23,764 | 20,454 |
Subscription | ||||
Revenue: | ||||
Total revenue | 492,758 | 323,643 | 944,693 | 604,565 |
Cost of revenue: | ||||
Total cost of revenue | 84,455 | 64,730 | 162,526 | 116,740 |
Subscription | Cost of revenue | ||||
Stock-based compensation expense included in costs and expenses | ||||
Stock-based compensation expense | 7,539 | 5,014 | 13,557 | 8,878 |
Professional services and other | ||||
Revenue: | ||||
Total revenue | 19,086 | 18,566 | 36,230 | 34,661 |
Cost of revenue: | ||||
Total cost of revenue | 29,325 | 25,885 | 56,497 | 47,907 |
Professional services and other | Cost of revenue | ||||
Stock-based compensation expense included in costs and expenses | ||||
Stock-based compensation expense | $ 6,446 | $ 5,225 | $ 11,980 | $ 9,350 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Adjustment | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Adjustment |
Beginning balance (in shares) at Jan. 31, 2020 | 181,254 | ||||||||
Beginning balance at Jan. 31, 2020 | $ 546,327 | $ 18 | $ 1,685,167 | $ (1,673) | $ (1,137,185) | ||||
Ending balance (in shares) at Apr. 30, 2020 | 183,428 | ||||||||
Ending balance at Apr. 30, 2020 | $ 522,788 | $ 18 | 1,714,462 | (6,703) | (1,184,989) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting Standards Update [Extensible List] | |||||||||
Beginning balance (in shares) at Jan. 31, 2020 | 181,254 | ||||||||
Beginning balance at Jan. 31, 2020 | $ 546,327 | $ 18 | 1,685,167 | (1,673) | (1,137,185) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options (in shares) | 1,300 | ||||||||
Exercise of stock options | 13,038 | 13,038 | |||||||
Settlement of restricted stock units (in shares) | 2,080 | ||||||||
Settlement of restricted stock units | 0 | $ 1 | (1) | ||||||
Tax withholding on net share settlement of restricted stock units | (136,172) | (136,172) | |||||||
Employee stock purchase plan (in shares) | 256 | ||||||||
Employee stock purchase plan | 13,590 | 13,590 | |||||||
issuance of shares as consideration for acquisition (in shares) | 247 | ||||||||
Issuance of shares as consideration for acquisition | 48,361 | 48,361 | |||||||
Employee stock-based compensation expense | 125,340 | 125,340 | |||||||
Net loss | (112,364) | (112,364) | |||||||
Other comprehensive income (loss), net | 3,771 | 3,771 | |||||||
Ending balance (in shares) at Jul. 31, 2020 | 185,137 | ||||||||
Ending balance at Jul. 31, 2020 | 501,891 | $ 19 | 1,749,323 | 2,098 | (1,249,549) | ||||
Beginning balance (in shares) at Apr. 30, 2020 | 183,428 | ||||||||
Beginning balance at Apr. 30, 2020 | 522,788 | $ 18 | 1,714,462 | (6,703) | (1,184,989) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options (in shares) | 460 | ||||||||
Exercise of stock options | 5,403 | 5,403 | |||||||
Settlement of restricted stock units (in shares) | 1,002 | ||||||||
Settlement of restricted stock units | 0 | $ 1 | (1) | ||||||
Tax withholding on net share settlement of restricted stock units | (89,449) | (89,449) | |||||||
issuance of shares as consideration for acquisition (in shares) | 247 | ||||||||
Issuance of shares as consideration for acquisition | 48,361 | 48,361 | |||||||
Employee stock-based compensation expense | 70,547 | 70,547 | |||||||
Net loss | (64,560) | (64,560) | |||||||
Other comprehensive income (loss), net | 8,801 | 8,801 | |||||||
Ending balance (in shares) at Jul. 31, 2020 | 185,137 | ||||||||
Ending balance at Jul. 31, 2020 | 501,891 | $ 19 | 1,749,323 | 2,098 | (1,249,549) | ||||
Beginning balance (in shares) at Jan. 31, 2021 | 192,807 | ||||||||
Beginning balance at Jan. 31, 2021 | $ 325,737 | $ (73,905) | $ 19 | 1,702,254 | $ (86,144) | $ (1,048) | 4,964 | (1,380,452) | $ 12,239 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Settlement of convertible senior notes due 2023 (in shares) | 600 | 586 | |||||||
Settlement of convertible senior notes due in 2023 | $ (724) | $ 1 | (725) | ||||||
Exercise of stock options (in shares) | 1,112 | 1,112 | |||||||
Exercise of stock options | $ 11,818 | 11,818 | |||||||
Settlement of restricted stock units (in shares) | 1,820 | ||||||||
Tax withholding on net share settlement of restricted stock units | (228,065) | (227,894) | (171) | ||||||
Employee stock purchase plan (in shares) | 132 | ||||||||
Employee stock purchase plan | 23,167 | 23,167 | |||||||
Charitable donation of common stock | 3,000 | 3,000 | |||||||
Charitable donation of common stock (in shares) | 10 | ||||||||
Employee stock-based compensation expense | 186,421 | 186,421 | |||||||
Net loss | (33,855) | (33,855) | |||||||
Other comprehensive income (loss), net | (1,718) | (1,718) | |||||||
Ending balance (in shares) at Jul. 31, 2021 | 196,467 | ||||||||
Ending balance at Jul. 31, 2021 | 211,876 | $ 20 | 1,611,897 | (1,219) | 3,246 | (1,402,068) | |||
Beginning balance (in shares) at Apr. 30, 2021 | 194,734 | ||||||||
Beginning balance at Apr. 30, 2021 | 243,237 | $ 19 | 1,615,646 | (1,219) | 5,358 | (1,376,567) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Settlement of convertible senior notes due 2023 (in shares) | 234 | ||||||||
Settlement of convertible senior notes due in 2023 | (278) | $ 1 | (279) | ||||||
Exercise of stock options (in shares) | 624 | ||||||||
Exercise of stock options | 5,202 | 5,202 | |||||||
Settlement of restricted stock units (in shares) | 865 | ||||||||
Tax withholding on net share settlement of restricted stock units | (114,481) | (114,481) | |||||||
Charitable donation of common stock | 3,000 | 3,000 | |||||||
Charitable donation of common stock (in shares) | 10 | ||||||||
Employee stock-based compensation expense | 102,809 | 102,809 | |||||||
Net loss | (25,501) | (25,501) | |||||||
Other comprehensive income (loss), net | (2,112) | (2,112) | |||||||
Ending balance (in shares) at Jul. 31, 2021 | 196,467 | ||||||||
Ending balance at Jul. 31, 2021 | $ 211,876 | $ 20 | $ 1,611,897 | $ (1,219) | $ 3,246 | $ (1,402,068) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | ||
Cash flows from operating activities: | |||
Net loss | $ (33,855) | $ (112,364) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 40,997 | 31,976 | |
Amortization of deferred contract acquisition and fulfillment costs | 63,476 | 45,194 | |
Amortization of debt discount and transaction costs | 2,593 | 13,784 | |
Fair value adjustments to strategic investments | (5,119) | 0 | |
Impairment of operating lease right-of-use assets | 3,892 | 0 | |
Non-cash operating lease costs | 13,649 | 13,119 | |
Stock-based compensation expense | 181,095 | 122,318 | |
Charitable donation of common stock | 3,000 | 0 | |
Deferred income taxes | (1,250) | (284) | |
Other | 666 | (493) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 38,840 | 25,154 | |
Contract assets | 2,820 | 1,570 | |
Prepaid expenses and other current assets | (10,367) | (5,388) | |
Deferred contract acquisition and fulfillment costs | (95,418) | (92,414) | |
Other assets | (6,676) | (6,132) | |
Accounts payable | (9,443) | 6,275 | |
Accrued expenses and other liabilities | 17,022 | 11,710 | |
Accrued compensation | (13,047) | 22,865 | |
Contract liabilities | 136,624 | 107,486 | |
Operating lease liabilities | (16,233) | (7,098) | |
Net cash provided by operating activities | 313,266 | 177,278 | |
Cash flows from investing activities: | |||
Cash paid for acquisition, net of acquired cash | (6,388) | (180,370) | |
Purchases of marketable securities | (185,628) | (11,667) | |
Sales of marketable securities | 3,002 | 28,986 | |
Maturities of marketable securities | 113,171 | 301,416 | |
Purchases of strategic and other investments | (500) | (3,241) | |
Purchases of property and equipment | (28,534) | (44,751) | |
Net cash (used in) provided by investing activities | (104,877) | 90,373 | |
Cash flows from financing activities: | |||
Repayments of convertible senior notes | (61,714) | 0 | |
Payment of tax withholding obligation on net share settlement of restricted stock units | (228,575) | (133,860) | |
Proceeds from exercise of stock options | 11,818 | 13,038 | |
Proceeds from employee stock purchase plan | 23,167 | 13,590 | |
Net cash used in financing activities | (255,304) | (107,232) | |
Effect of foreign exchange on cash, cash equivalents and restricted cash | (564) | 2,640 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (47,479) | 163,059 | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 566,337 | 241,483 |
Cash, cash equivalents and restricted cash at end of period | [1] | 518,858 | 404,542 |
Supplemental disclosure: | |||
Cash paid for interest | 223 | 1,438 | |
Cash paid for operating lease liabilities | 20,352 | 14,387 | |
Cash paid for income taxes | 4,310 | 1,827 | |
Non-cash investing and financing activities: | |||
Property and equipment in accounts payable and accrued expenses and other current liabilities | 7,500 | 6,478 | |
Operating lease right-of-use assets exchanged for lease obligations | 0 | 27,569 | |
Fair value of shares issued as part of the repayments of convertible senior notes | 133,288 | 0 | |
Fair value of shares issued as consideration for acquisition | $ 0 | $ 48,361 | |
[1] | (1) $0.3 million of restricted cash was included in Prepaid expenses and other current assets at July 31, 2021, and in Other assets—noncurrent at January 31, 2021. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 |
Statement of Cash Flows [Abstract] | ||
Restricted cash | $ 0.3 | $ 0.3 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Description of Business DocuSign, Inc. (“we,” “our” or “us”) was incorporated in the State of Washington in April 2003. We merged with and into DocuSign, Inc., a Delaware corporation, in March 2015. We provide a platform that enables businesses of all sizes to digitally prepare, sign, act on and manage agreements, thereby simplifying and accelerating the process of doing business. Basis of Presentation and Principles of Consolidation Our condensed consolidated financial statements include those of DocuSign, Inc. and our subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our fiscal 2021 Annual Report on Form 10-K. Our condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for the fair statement of our financial position, results of operations and cash flows. Our condensed consolidated balance sheet as of January 31, 2021 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of the results to be expected for the year ending January 31, 2022 . O ur fiscal year ends on January 3 1. References to fiscal 2022, for example, are to the fiscal year ending January 31, 2022 . Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the condensed consolidated financial statements and notes thereto. Significant items subject to such estimates and assumptions made by management include, but are not limited to, the determination of: • the fair value of assets acquired and liabilities assumed in business combinations; • the average period of benefit associated with deferred contract acquisition costs and fulfillment costs; • the valuation of strategic investments; • the fair value of certain stock awards issued; • the f air value of the liability and equity components of convertible notes; • the useful life and recoverability of long-lived assets; • the discount rate used for operating leases; and • the recognition, measurement and valuation of deferred income taxes. Since the emergence of the COVID-19 pandemic in March 2020, we have undertaken measures to protect our employees, partners and customers, including providing the majority of our employees the option to work remotely until at least January 10, 2022. However, there can be no assurance that these measures will be effective, that we will be able to adopt new measures as needed or that we will be able to discontinue these measures without adversely affecting our business operations. In addition, the COVID-19 pandemic and related recent developments (including vaccine deployments, national and regional outbreaks and the emergence of disease variants) have created and may continue to create significant uncertainty in global financial markets, which may decrease technology spending, depress demand for our products and harm our business and results of operations. As of the date of issuance of the financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities, except for a sublease that resulted in an impairment of $3.9 million on operating lease right-of-use assets recorded during the three months ended July 31, 2021. These estimates may change as new events occur and additional information is obtained, which could be recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our financial statements. Significant Accounting Policies Other than as described below, there have been no changes to our significant accounting policies described in our fiscal 2021 Annual Report on Form 10-K that have had a material impact on our condensed consolidated financial statements and related notes. Convertible Debt Effective February 1, 2021, we account for our convertible debt instruments as a single liability measured at its amortized cost. See “Recently Adopted Accounting Pronouncements” below. At issuance, the carrying amount is calculated as the proceeds, net of initial purchasers’ discounts and transaction costs. The difference between the principal amount and carrying value is amortized to interest expense over the term of the convertible debt instruments using the effective interest rate method. At settlement, the carrying amount of the liability is derecognized and the excess of the cash consideration, if any, over the carrying amount is recorded as a reduction to additional paid-in capital. Refer to Note 1 of our 2021 Annual Report on Form 10-K for our convertible debt policy prior to the adoption of ASU 2020-06. Recently Adopted Accounting Pronouncements On February 1, 2021, we early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) using the modified retrospective approach. This ASU removes separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. Such convertible debt is accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The ASU also requires the if-converted method to be used for convertible instruments and the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or shares. The adoption of the ASU using the modified retrospective method resulted in: • an increase of $77.3 million to the total carrying value of our convertible senior notes to reflect the full principal amount of the convertible notes outstanding net of issuance costs, • reductions of $86.1 million to additional paid-in capital and $3.4 million to mezzanine equity to remove the equity component separately recorded for the conversion features associated with the convertible notes, and • a cumulative-effect adjustment of $12.2 million to the beginning balance of accumulated deficit as of February 1, 2021. |
Revenue
Revenue | 6 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Subscription revenue is recognized over time and accounted for approximately 96% and 95% of our revenue for the three months ended July 31, 2021 and 2020 and approximately 96% and 95% of our revenue for the six months ended July 31, 2021 and 2020. Performance Obligations As of July 31, 2021, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $1.3 billion. We expect to recognize 52% of the transaction price allocated to remaining performance obligations within the 12 months following July 31, 2021 in our condensed consolidated statement of operations and comprehensive loss. Contract Balances Contract assets represent amounts for which we have recognized revenue, pursuant to our revenue recognition policy, for contracts that have not yet been fully invoiced to our customers where there remains a performance obligation, typically for our multi-year arrangements. Total contract assets were $14.6 million and $17.5 million as of July 31, 2021 and January 31, 2021, of which $0.6 million and $0.6 million were noncurrent and included within “Other assets—noncurrent” on our condensed consolidated balance sheets. The change in contract assets reflects the difference in timing between the satisfaction of our remaining performance obligations and our contractual right to bill our customers. Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. For the six months ended July 31, 2021 and 2020, we recognized revenue of $595.4 million and $375.8 million that was included in the corresponding contract liability balance at the beginning of the periods presented. We receive payments from customers based upon contractual billing schedules. We record accounts receivable when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 days. The following table represents a rollforward of our deferred contract acquisition and fulfillment costs: Six Months Ended July 31, (in thousands) 2021 2020 Deferred Contract Acquisition Costs: Beginning balance $ 262,519 $ 155,697 Additions to deferred contract acquisition costs 83,600 80,836 Amortization of deferred contract acquisition costs (53,250) (36,528) Cumulative translation adjustment (332) 677 Ending balance $ 292,537 $ 200,682 Deferred Contract Fulfillment Costs: Beginning balance $ 12,506 $ 8,218 Additions to deferred contract fulfillment costs 11,731 11,578 Amortization of deferred contract fulfillment costs (10,116) (8,666) Ending balance $ 14,121 $ 11,130 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes our financial assets that are measured at fair value on a recurring basis: July 31, 2021 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 117,167 $ — $ — $ 117,167 Level 2: Available-for-sale securities Commercial paper (1) 160,860 8 (22) 160,846 Corporate notes and bonds 193,624 61 (55) 193,630 U.S. governmental securities 32,548 4 — 32,552 Level 2 total 387,032 73 (77) 387,028 Total $ 504,199 $ 73 $ (77) $ 504,195 January 31, 2021 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (2) Money market funds $ 284,312 $ — $ — $ 284,312 Level 2: Available-for-sale securities Commercial paper 42,048 1 (23) 42,026 Corporate notes and bonds 199,277 375 (67) 199,585 U.S. governmental securities 58,050 12 (6) 58,056 Level 2 total 299,375 388 (96) 299,667 Level 3: Available-for-sale securities Corporate notes and bonds 500 — — 500 Total $ 584,187 $ 388 $ (96) $ 584,479 (1) Included in “cash and cash equivalents” in our consolidated balance sheets as of July 31, 2021, in addition to cash of $382.8 million and commercial paper of $18.6 million. (2) Included in “cash and cash equivalents” in our consolidated balance sheets as of January 31, 2021, in addition to cash of $281.7 million. We use quoted prices in active markets for identical assets to determine the fair value of our Level 1 investments. The fair value of our Level 2 investments is determined using pricing based on quoted market prices or alternative market observable inputs . The fair value of our Level 3 investments is determined based on an income approach using unobservable inputs. The fair value of our available-for-sale securities as of July 31, 2021, by remaining contractual maturities, were as follows (in thousands): Due in one year or less $ 322,940 Due in one to two years 64,088 $ 387,028 As of July 31, 2021 and January 31, 2021, securities in an unrealized loss position were, individually and in aggregate, not material. An allowance for credit losses was deemed unnecessary for these securities, given the extent of the unrealized loss positions as well the issuers' high credit ratings and consistent payment history. Strategic Investments During the six months ended July 31, 2021, investments in equity securities without readily determinable fair values increased by $4.8 million due to adjustments related to observable price changes that occurred primarily during the three months ended April 30, 2021. Such investments are recorded in “Other assets—noncurrent” on our condensed consolidated balance sheets. Convertible Senior Notes We estimated the fair value of the convertible senior notes based on the quoted market prices in an inactive market on the last trading day of the reporting period (Level 2). The Notes are recorded at face value less unamortized debt discount and transaction costs as “Convertible senior notes—current” and “Convertible senior notes, net—noncurrent” on our condensed consolidated balance sheets. Refer to Note 6 for further information. (in thousands) July 31, 2021 January 31, 2021 0.5% Convertible Senior Notes due in 2023 Aggregate principal amount $ 53,289 $ 115,000 Fair value amount 219,615 373,928 0% Convertible Senior Notes due in 2024 Aggregate principal amount $ 690,000 $ 690,000 Fair value amount 736,713 725,100 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following: (in thousands) July 31, 2021 January 31, 2021 Computer and network equipment $ 112,420 $ 102,163 Software, including capitalized software development costs 67,081 56,858 Furniture and office equipment 21,507 21,682 Leasehold improvements 79,608 79,892 280,616 260,595 Less: Accumulated depreciation (143,225) (121,029) 137,391 139,566 Work in progress 36,592 25,473 Total $ 173,983 $ 165,039 Depreciation and amortization expense associated with property and equipment was $14.3 million and $10.5 million for the three months ended July 31, 2021 and 2020, and $27.8 million and $20.3 million for the six months ended July 31, 2021 and 2020. For the three months ended July 31, 2021 and 2020, we capitalized $9.3 million and $6.8 million of internally developed software. F or the six months ended July 31, 2021 and 2020, we capitalized $17.1 million and $11.0 million of internally developed software. |
Deferred Contract Acquisition a
Deferred Contract Acquisition and Fulfillment Costs | 6 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Contract Acquisition and Fulfillment Costs | Revenue Subscription revenue is recognized over time and accounted for approximately 96% and 95% of our revenue for the three months ended July 31, 2021 and 2020 and approximately 96% and 95% of our revenue for the six months ended July 31, 2021 and 2020. Performance Obligations As of July 31, 2021, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $1.3 billion. We expect to recognize 52% of the transaction price allocated to remaining performance obligations within the 12 months following July 31, 2021 in our condensed consolidated statement of operations and comprehensive loss. Contract Balances Contract assets represent amounts for which we have recognized revenue, pursuant to our revenue recognition policy, for contracts that have not yet been fully invoiced to our customers where there remains a performance obligation, typically for our multi-year arrangements. Total contract assets were $14.6 million and $17.5 million as of July 31, 2021 and January 31, 2021, of which $0.6 million and $0.6 million were noncurrent and included within “Other assets—noncurrent” on our condensed consolidated balance sheets. The change in contract assets reflects the difference in timing between the satisfaction of our remaining performance obligations and our contractual right to bill our customers. Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. For the six months ended July 31, 2021 and 2020, we recognized revenue of $595.4 million and $375.8 million that was included in the corresponding contract liability balance at the beginning of the periods presented. We receive payments from customers based upon contractual billing schedules. We record accounts receivable when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 days. The following table represents a rollforward of our deferred contract acquisition and fulfillment costs: Six Months Ended July 31, (in thousands) 2021 2020 Deferred Contract Acquisition Costs: Beginning balance $ 262,519 $ 155,697 Additions to deferred contract acquisition costs 83,600 80,836 Amortization of deferred contract acquisition costs (53,250) (36,528) Cumulative translation adjustment (332) 677 Ending balance $ 292,537 $ 200,682 Deferred Contract Fulfillment Costs: Beginning balance $ 12,506 $ 8,218 Additions to deferred contract fulfillment costs 11,731 11,578 Amortization of deferred contract fulfillment costs (10,116) (8,666) Ending balance $ 14,121 $ 11,130 |
Debt
Debt | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes In September 2018 we issued $575.0 million in aggregate principal amount of the 0.5% Convertible Senior Notes due in 2023 (“2023 Notes”). The net proceeds from the issuance of the 2023 Notes were $560.8 million after deducting the initial purchasers’ discounts and transaction costs. Based upon the reported sales price of our common stock, the 2023 Notes became convertible on August 1, 2020 and continue to be convertible through July 31, 2021. In January 2021 we issued $690.0 million in aggregate principal amount of the 0% Convertible Senior Notes due in 2024 (“2024 Notes,” and together with the 2023 Notes, the “Notes”). The net proceeds from the issuance of the 2024 Notes were $677.3 million after deducting the initial purchasers’ discounts and transaction costs. As of July 31, 2021, the conversion conditions for the 2024 Notes described in our 2021 Annual Report on Form 10-K were not met. Conversions of the 2023 Notes We accounted for early conversions and settlements of the 2023 Notes during the six months ended July 31, 2021 under ASU 2020-06. Refer to Note 1 for further discussion of early adoption. During the six months ended July 31, 2021, we settled $61.7 million aggregate amount of the principal of 2023 Notes, including $23.9 million elected for conversion as of January 31, 2021, for aggregate consideration of $195.0 million, consisting of $61.7 million in cash and 0.6 million shares of our common stock with a value of $133.3 million. The $0.7 million excess of the cash consideration over the corresponding carrying value was recorded as a reduction to additional paid-in capital. Additionally, as of July 31, 2021, we had received conversion notices on our 2023 Notes for $2.0 million in aggregate principal amount, the corresponding carrying value is reflected in Convertible senior notes—current on our condensed consolidated balance sheet. From August 1, 2021 through September 2, 2021, we received conversion notices on our 2023 Notes for $1.1 million in aggregate principal amount. We plan to settle the principal amount in cash during the three months ended October 31, 2021. The net carrying amounts of the liability and equity components of the Notes were as follows: (in thousands) July 31, 2021 January 31, 2021 2023 Notes: Principal $ 53,289 $ 115,000 Less: unamortized debt discount (1) — (15,116) Less: unamortized transaction costs (572) (1,224) Net carrying value of current and noncurrent liability component $ 52,717 $ 98,660 Proceeds allocated to the conversion option (debt discount) (1) $ 134,667 Less: extinguishment or conversion (31,933) Less: transaction costs (3,336) Net carrying value of mezzanine and permanent equity component $ 99,398 2024 Notes: Principal $ 690,000 $ 690,000 Less: unamortized debt discount (1) — (63,619) Less: unamortized transaction costs (10,413) (11,353) Net carrying value of noncurrent liability component $ 679,587 $ 615,028 Proceeds allocated to the conversion option (debt discount) (1) $ 64,453 Less: transaction costs (1,185) Net carrying value of permanent equity component $ 63,268 (1) Not applicable under ASU 2020-06 The effective interest rate on the liability component of the 2023 Notes was 5.9% prior to the adoption of ASU 2020-06 and 1.0% after adoption. The effective interest rate on the liability component of the 2024 notes was 3.8% prior to the adoption of ASU 2020-06 and 0.6% after adoption. Interest expense recognized related to the Notes was as follows: Three Months Ended July 31, Six Months Ended July 31, (in thousands) 2021 2020 2021 2020 Contractual interest expense $ 66 $ 720 $ 102 $ 1,438 Amortization of debt discount — 6,422 — 12,751 Amortization of transaction costs 1,135 520 2,316 1,033 Total $ 1,201 $ 7,662 $ 2,418 $ 15,222 Capped Calls To minimize the potential economic dilution to our common stock upon conversion of the Notes, we entered into privately-negotiated capped call transactions (“Capped Calls”) with certain counterparties. The material terms of the capped call transactions were as follows: (in thousands, except per share amounts) 2023 Notes 2024 Notes Aggregate cost of capped calls $ 67,563 $ 31,395 Initial strike price per share (1) $ 71.50 $ 420.24 Initial cap price per share (1) $ 110.00 $ 525.30 Shares of our common stock covered by the capped calls (1) 8,042 1,642 (1) Subject to adjustments for certain events, such as merger events and tender offers, and anti-dilution adjustments Impact on Loss Per Share After February 1, 2021, upon adoption of ASU 2020-06, in periods when we have net income, the shares of our common stock subject to the Notes outstanding during the period are included in our diluted earnings per share under the if-converted method. As of the beginning of the fourth quarter of 2021, share settlement was presumed, and shares subject to the Notes would have been included under the if-converted method. In periods prior to that, cash settlement was presumed and shares subject to the Notes would have been included under the treasury stock method. Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive. Upon conversion, there will be no economic dilution from the Notes unless the market price of our common stock exceeds the cap prices listed above in the Capped Calls section, as exercise of the Capped Calls offsets any dilution from the Notes from the conversion price up to the cap price. As of July 31, 2021, the market price of our common stock exceeded the $110.00 per share cap price associated with the 2023 Notes but not the $525.30 cap price associated with the 2024 Notes; therefore, the 2023 Notes would have caused economic dilution if converted. Revolving Credit Facility In January 2021, we entered into a credit agreement with a syndicate of banks. The credit agreement extended a senior secured revolving credit facility (the “Credit Facility”) to us in an aggregate principal amount of $500.0 million, which amount may be increased by an additional $250.0 million subject to the terms of the credit agreement. We may use the proceeds of future borrowings under the credit facility to finance working capital, for capital expenditures and for other general corporate purposes, including permitted acquisitions. The Credit Facility matures in January 2026 and requires us to comply with customary affirmative and negative covenants. We were in compliance with all covenants as of July 31, 2021. As of July 31, 2021, there were no outstanding borrowings under the Credit Facility. The Credit Facility is subject to customary fees for loan facilities of this type, including ongoing commitment fees at a rate between 0.25% and 0.30% per annum on the daily undrawn balance. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of July 31, 2021, we had outstanding unused letters of credit associated with our various operating leases totaling $7.4 million. We have entered into certain noncancellable contractual arrangements that require future purchases of goods and services. These arrangements primarily relate to cloud infrastructure support and sales and marketing activities. As of July 31, 2021, the future noncancellable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows: Fiscal Period: Amount (in thousands) 2022, remainder $ 9,829 2023 34,970 2024 22,314 2025 14,025 2026 10,060 Thereafter 3,145 Total $ 94,343 Indemnification We enter into indemnification provisions under our agreements with customers and other companies in the ordinary course of business, including business partners, contractors and parties performing our research and development. Pursuant to these arrangements, we agree to indemnify and defend the indemnified party for certain claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of our activities. The duration of these indemnification agreements is generally perpetual. The maximum potential amount of future payments we could be required to make under these indemnification clauses or agreements is not determinable. Historically, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these indemnification agreements is not material as of July 31, 2021, and January 31, 2021. We maintain commercial general liability insurance and product liability insurance to offset certain of our potential liabilities under these indemnification agreements. We have entered into indemnification agreements with each of our directors, executive officers and certain other officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us. Claims and Litigation From time to time, we may be subject to legal proceedings, claims and litigation made against us in the ordinary course of business. We believe the final outcome of these matters will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Equity Incentive Plans We maintain three stock-based compensation plans: the 2018 Equity Incentive Plan (the “2018 Plan”), the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) and the Amended and Restated 2003 Stock Plan (the “2003 Plan”). The 2018 Plan serves as a successor to the 2011 Plan and 2003 Plan and provides for the grant of stock-based awards to our employees, directors and consultants. Shares available for grant under the 2011 Plan that were reserved but not issued as of the effective date of the 2018 Plan were added to the reserves of the 2018 Plan. No additional awards under the 2011 Plan or 2003 Plan have been made since the effective date of the 2018 Plan. Outstanding awards under these two plans continue to be subject to the terms and conditions of the respective plans. As of July 31, 2021, 42.2 million shares of our common stock were available for issuance under the 2018 Plan. The 2018 Plan provides that the number of shares reserved will automatically increase on the first day of each fiscal year, beginning on February 1, 2019 and ending on February 1, 2028, by 5% of the total number of shares of our capital stock outstanding on the immediately preceding January 31st (or such lesser number of shares as our board of directors or a committee of our board of directors may approve). The most recent automatic increase of 9.6 million shares occurred on February 1, 2021. Restricted Stock Units Restricted stock units (“RSUs”) granted under the 2018 Plan generally vest over a four-year period, either quarterly or with 25% vesting at the end of one year and the remainder quarterly thereafter. The majority of RSUs vest upon the satisfaction of a service-based vesting condition. From time to time, we also grant RSUs that are subject to either a performance-based or market-based vesting condition. The performance-based conditions will be satisfied upon satisfaction of certain financial performance targets. The market-based conditions will be satisfied if certain milestones based on our common stock price or relative total shareholder return are met. RSU activity for the six months ended July 31, 2021 was as follows: (in thousands, except per share data) Number of Units Weighted-Average Grant Date Fair Value Unvested at January 31, 2021 10,586 $ 83.98 Granted 2,110 221.95 Vested (2,634) 65.10 Canceled (757) $ 93.58 Unvested at July 31, 2021 9,305 $ 119.83 As of July 31, 2021, our total unrecognized compensation cost related to RSUs was $869.0 million. We expect to recognize this expense over the remaining weighted-average period of approximately 2.3 years. Stock Options Option activity for the six months ended July 31, 2021 was as follows: (in thousands, except years and per share data) Number of Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 31, 2021 4,798 $ 15.55 5.0 $ 1,042,879 Exercised (1,112) 13.52 Outstanding at July 31, 2021, all vested and exercisable 3,686 $ 16.16 4.8 $ 1,039,112 As of July 31, 2021, there was no remaining unrecognized compensation cost related to stock option grants. 2018 Employee Stock Purchase Plan The Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of our common stock at a discounted price, normally through payroll deductions, of up to 15% of their earnings, subject to the terms of the ESPP and applicable law. The purchase price for common stock under the ESPP is equal to 85% of the fair market value of our common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate six-month offering periods that begin in the first and third quarter of each year. In the six months ended July 31, 2021, 0.1 million shares of our common stock were purchased under the ESPP. Compensation expense related to the ESPP was $4.8 million and $2.9 million for the three months ended July 31, 2021 and 2020, and $9.1 million and $4.8 million for the six months ended July 31, 2021 and 2020. The number of shares reserved under the ESPP will automatically increase on the first day of each fiscal year through February 1, 2028, in an amount equal to the lesser of (i) 1% of the total number of shares of our common stock outstanding on January 31 of the preceding fiscal year, (ii) 3.8 million shares or (iii) a lesser number of shares determined by our board of directors. As of July 31, 2021, 8.1 million shares of our common stock were reserved for issuance under the ESPP. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 6 Months Ended |
Jul. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for periods presented: Three Months Ended July 31, Six Months Ended July 31, (in thousands, except per share data) 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (25,501) $ (64,560) $ (33,855) $ (112,364) Denominator: Weighted-average common shares outstanding 195,996 184,862 195,183 183,930 Net loss per share attributable to common stockholders: Basic and diluted $ (0.13) $ (0.35) $ (0.17) $ (0.61) Outstanding potentially dilutive securities that were excluded from the diluted per share calculations because they would have been antidilutive are as follows: July 31, (in thousands) 2021 2020 RSUs 9,305 13,350 Stock options 3,686 5,577 ESPP 158 227 Convertible senior notes 2,387 5,390 Total antidilutive securities 15,536 24,544 |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. There were no material discrete items in the quarter. Our income tax provision was $0.2 million and $0.8 million for the three months ended July 31, 2021 and 2020. Our income tax provision was $2.1 million and $3.0 million for the six months ended July 31, 2021 and 2020. We review the likelihood that we will realize the benefit of our deferred tax assets and, therefore, the need for valuation allowances, on a quarterly basis. We maintain a valuation allowance against certain deferred tax assets, including all U.S. consolidated group deferred tax assets and certain foreign deferred tax assets as a result of our history of losses in the United States and certain foreign jurisdictions, and the variability and uncertainty of our operating results. In the event we determine our deferred tax assets are realizable based on our assessment of relevant factors, an adjustment to the valuation allowance may increase income in the period such determination is made. As of July 31, 2021, our gross unrecognized tax benefits totaled $37.2 million, excluding related accrued interest and penalties, of which $16.3 million would impact the effective tax rate if recognized. Our policy is to account for interest and penalties related to uncertain tax positions as a component of income tax provision. We do not expect to have any significant changes to unrecognized tax benefits during the next twelve months. We are subject to taxation in the United States and various foreign jurisdictions. Our tax years from inception in 2003 through July 31, 2021 remain subject to examination by U.S. and California taxing authorities, as well as taxing authorities in various other state and foreign jurisdictions. We are under examination by the Israel Tax Authority for tax years 2016 through 2019. We are not under examination in any other material jurisdiction. We believe that adequate amounts have been reserved in all jurisdictions. |
Geographic Information
Geographic Information | 6 Months Ended |
Jul. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic InformationWe operate in one operating segment and one reportable segment as we only report financial information on an aggregate and consolidated basis to the Chief Executive Officer, who is our chief operating decision maker. Revenue by geography is based on the address of the customer as specified in our master subscription agreements with our customers. Revenue by geographic area was as follows: Three Months Ended July 31, Six Months Ended July 31, (in thousands) 2021 2020 2021 2020 U.S. $ 397,882 $ 275,494 $ 766,305 $ 517,662 International 113,962 66,715 214,618 121,564 Total revenue $ 511,844 $ 342,209 $ 980,923 $ 639,226 No single country other than the U.S. had revenue greater than 10% of total revenue in the three and six months ended July 31, 2021 and 2020 . Our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets were as follows: (in thousands) July 31, 2021 January 31, 2021 U.S. $ 219,503 $ 221,549 Ireland 61,977 66,670 International 33,092 36,172 Total long-lived assets $ 314,572 $ 324,391 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Basis of Presentation and Principles of Consolidation Our condensed consolidated financial statements include those of DocuSign, Inc. and our subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our fiscal 2021 Annual Report on Form 10-K. |
Basis of Presentation | Our condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for the fair statement of our financial position, results of operations and cash flows. Our condensed consolidated balance sheet as of January 31, 2021 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of the results to be expected for the year ending January 31, 2022 . |
Fiscal Year | O ur fiscal year ends on January 3 1. References to fiscal 2022, for example, are to the fiscal year ending January 31, 2022 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the condensed consolidated financial statements and notes thereto. Significant items subject to such estimates and assumptions made by management include, but are not limited to, the determination of: • the fair value of assets acquired and liabilities assumed in business combinations; • the average period of benefit associated with deferred contract acquisition costs and fulfillment costs; • the valuation of strategic investments; • the fair value of certain stock awards issued; • the f air value of the liability and equity components of convertible notes; • the useful life and recoverability of long-lived assets; • the discount rate used for operating leases; and • the recognition, measurement and valuation of deferred income taxes. |
Convertible Debt | Convertible Debt Effective February 1, 2021, we account for our convertible debt instruments as a single liability measured at its amortized cost. See “Recently Adopted Accounting Pronouncements” below. At issuance, the carrying amount is calculated as the proceeds, net of initial purchasers’ discounts and transaction costs. The difference between the principal amount and carrying value is amortized to interest expense over the term of the convertible debt instruments using the effective interest rate method. At settlement, the carrying amount of the liability is derecognized and the excess of the cash consideration, if any, over the carrying amount is recorded as a reduction to additional paid-in capital. Refer to Note 1 of our 2021 Annual Report on Form 10-K for our convertible debt policy prior to the adoption of ASU 2020-06. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On February 1, 2021, we early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) using the modified retrospective approach. This ASU removes separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. Such convertible debt is accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The ASU also requires the if-converted method to be used for convertible instruments and the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or shares. The adoption of the ASU using the modified retrospective method resulted in: • an increase of $77.3 million to the total carrying value of our convertible senior notes to reflect the full principal amount of the convertible notes outstanding net of issuance costs, • reductions of $86.1 million to additional paid-in capital and $3.4 million to mezzanine equity to remove the equity component separately recorded for the conversion features associated with the convertible notes, and • a cumulative-effect adjustment of $12.2 million to the beginning balance of accumulated deficit as of February 1, 2021. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities measured at fair value on a recurring basis | The following table summarizes our financial assets that are measured at fair value on a recurring basis: July 31, 2021 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 117,167 $ — $ — $ 117,167 Level 2: Available-for-sale securities Commercial paper (1) 160,860 8 (22) 160,846 Corporate notes and bonds 193,624 61 (55) 193,630 U.S. governmental securities 32,548 4 — 32,552 Level 2 total 387,032 73 (77) 387,028 Total $ 504,199 $ 73 $ (77) $ 504,195 January 31, 2021 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (2) Money market funds $ 284,312 $ — $ — $ 284,312 Level 2: Available-for-sale securities Commercial paper 42,048 1 (23) 42,026 Corporate notes and bonds 199,277 375 (67) 199,585 U.S. governmental securities 58,050 12 (6) 58,056 Level 2 total 299,375 388 (96) 299,667 Level 3: Available-for-sale securities Corporate notes and bonds 500 — — 500 Total $ 584,187 $ 388 $ (96) $ 584,479 (1) Included in “cash and cash equivalents” in our consolidated balance sheets as of July 31, 2021, in addition to cash of $382.8 million and commercial paper of $18.6 million. (2) Included in “cash and cash equivalents” in our consolidated balance sheets as of January 31, 2021, in addition to cash of $281.7 million. |
Fair value of available-for-sale marketable securities by remaining contractual maturities | The fair value of our available-for-sale securities as of July 31, 2021, by remaining contractual maturities, were as follows (in thousands): Due in one year or less $ 322,940 Due in one to two years 64,088 $ 387,028 |
Schedule of convertible senior notes | (in thousands) July 31, 2021 January 31, 2021 0.5% Convertible Senior Notes due in 2023 Aggregate principal amount $ 53,289 $ 115,000 Fair value amount 219,615 373,928 0% Convertible Senior Notes due in 2024 Aggregate principal amount $ 690,000 $ 690,000 Fair value amount 736,713 725,100 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment consisted of the following: (in thousands) July 31, 2021 January 31, 2021 Computer and network equipment $ 112,420 $ 102,163 Software, including capitalized software development costs 67,081 56,858 Furniture and office equipment 21,507 21,682 Leasehold improvements 79,608 79,892 280,616 260,595 Less: Accumulated depreciation (143,225) (121,029) 137,391 139,566 Work in progress 36,592 25,473 Total $ 173,983 $ 165,039 |
Deferred Contract Acquisition_2
Deferred Contract Acquisition and Fulfillment Costs (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred contract costs | The following table represents a rollforward of our deferred contract acquisition and fulfillment costs: Six Months Ended July 31, (in thousands) 2021 2020 Deferred Contract Acquisition Costs: Beginning balance $ 262,519 $ 155,697 Additions to deferred contract acquisition costs 83,600 80,836 Amortization of deferred contract acquisition costs (53,250) (36,528) Cumulative translation adjustment (332) 677 Ending balance $ 292,537 $ 200,682 Deferred Contract Fulfillment Costs: Beginning balance $ 12,506 $ 8,218 Additions to deferred contract fulfillment costs 11,731 11,578 Amortization of deferred contract fulfillment costs (10,116) (8,666) Ending balance $ 14,121 $ 11,130 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | The net carrying amounts of the liability and equity components of the Notes were as follows: (in thousands) July 31, 2021 January 31, 2021 2023 Notes: Principal $ 53,289 $ 115,000 Less: unamortized debt discount (1) — (15,116) Less: unamortized transaction costs (572) (1,224) Net carrying value of current and noncurrent liability component $ 52,717 $ 98,660 Proceeds allocated to the conversion option (debt discount) (1) $ 134,667 Less: extinguishment or conversion (31,933) Less: transaction costs (3,336) Net carrying value of mezzanine and permanent equity component $ 99,398 2024 Notes: Principal $ 690,000 $ 690,000 Less: unamortized debt discount (1) — (63,619) Less: unamortized transaction costs (10,413) (11,353) Net carrying value of noncurrent liability component $ 679,587 $ 615,028 Proceeds allocated to the conversion option (debt discount) (1) $ 64,453 Less: transaction costs (1,185) Net carrying value of permanent equity component $ 63,268 (1) Not applicable under ASU 2020-06 Three Months Ended July 31, Six Months Ended July 31, (in thousands) 2021 2020 2021 2020 Contractual interest expense $ 66 $ 720 $ 102 $ 1,438 Amortization of debt discount — 6,422 — 12,751 Amortization of transaction costs 1,135 520 2,316 1,033 Total $ 1,201 $ 7,662 $ 2,418 $ 15,222 |
Schedule of capped calls | The material terms of the capped call transactions were as follows: (in thousands, except per share amounts) 2023 Notes 2024 Notes Aggregate cost of capped calls $ 67,563 $ 31,395 Initial strike price per share (1) $ 71.50 $ 420.24 Initial cap price per share (1) $ 110.00 $ 525.30 Shares of our common stock covered by the capped calls (1) 8,042 1,642 (1) Subject to adjustments for certain events, such as merger events and tender offers, and anti-dilution adjustments |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of noncancelable contractual obligations | As of July 31, 2021, the future noncancellable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows: Fiscal Period: Amount (in thousands) 2022, remainder $ 9,829 2023 34,970 2024 22,314 2025 14,025 2026 10,060 Thereafter 3,145 Total $ 94,343 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Equity [Abstract] | |
Schedule of RSU activity | RSU activity for the six months ended July 31, 2021 was as follows: (in thousands, except per share data) Number of Units Weighted-Average Grant Date Fair Value Unvested at January 31, 2021 10,586 $ 83.98 Granted 2,110 221.95 Vested (2,634) 65.10 Canceled (757) $ 93.58 Unvested at July 31, 2021 9,305 $ 119.83 |
Schedule of stock option activity | Option activity for the six months ended July 31, 2021 was as follows: (in thousands, except years and per share data) Number of Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 31, 2021 4,798 $ 15.55 5.0 $ 1,042,879 Exercised (1,112) 13.52 Outstanding at July 31, 2021, all vested and exercisable 3,686 $ 16.16 4.8 $ 1,039,112 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted loss per share | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for periods presented: Three Months Ended July 31, Six Months Ended July 31, (in thousands, except per share data) 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ (25,501) $ (64,560) $ (33,855) $ (112,364) Denominator: Weighted-average common shares outstanding 195,996 184,862 195,183 183,930 Net loss per share attributable to common stockholders: Basic and diluted $ (0.13) $ (0.35) $ (0.17) $ (0.61) |
Schedule of antidilutive securities | Outstanding potentially dilutive securities that were excluded from the diluted per share calculations because they would have been antidilutive are as follows: July 31, (in thousands) 2021 2020 RSUs 9,305 13,350 Stock options 3,686 5,577 ESPP 158 227 Convertible senior notes 2,387 5,390 Total antidilutive securities 15,536 24,544 |
Geographic Information (Tables)
Geographic Information (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenues by geographic area | Revenue by geographic area was as follows: Three Months Ended July 31, Six Months Ended July 31, (in thousands) 2021 2020 2021 2020 U.S. $ 397,882 $ 275,494 $ 766,305 $ 517,662 International 113,962 66,715 214,618 121,564 Total revenue $ 511,844 $ 342,209 $ 980,923 $ 639,226 |
Property and equipment by geographic area | Our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets were as follows: (in thousands) July 31, 2021 January 31, 2021 U.S. $ 219,503 $ 221,549 Ireland 61,977 66,670 International 33,092 36,172 Total long-lived assets $ 314,572 $ 324,391 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jul. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2021 | Feb. 01, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Jan. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Impairment of operating lease right-of-use assets | $ 3,900 | $ 3,892 | $ 0 | |||||
Stockholder's equity | 211,876 | 211,876 | 501,891 | $ 243,237 | $ 325,737 | $ 522,788 | $ 546,327 | |
Additional Paid-In Capital | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholder's equity | 1,611,897 | 1,611,897 | 1,749,323 | 1,615,646 | 1,702,254 | 1,714,462 | 1,685,167 | |
Accumulated Deficit | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholder's equity | $ (1,402,068) | $ (1,402,068) | $ (1,249,549) | $ (1,376,567) | (1,380,452) | $ (1,184,989) | $ (1,137,185) | |
Cumulative Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholder's equity | (73,905) | |||||||
Cumulative Adjustment | Additional Paid-In Capital | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholder's equity | $ (86,100) | (86,144) | ||||||
Cumulative Adjustment | Accumulated Deficit | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Stockholder's equity | 12,200 | $ 12,239 | ||||||
Cumulative Adjustment | Convertible Debt | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Carrying value of debt | 77,300 | |||||||
Carrying amount of equity component | $ (3,400) |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Remaining performance obligations | $ 1,300 | $ 1,300 | |||
Contract assets | 14.6 | 14.6 | $ 17.5 | ||
Contract assets, noncurrent | $ 0.6 | 0.6 | $ 0.6 | ||
Revenue recognized that was included in contract liability balance at the beginning of the period | $ 595.4 | $ 375.8 | |||
Payment term | 30 days | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-08-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Remaining performance obligation, percentage | 52.00% | 52.00% | |||
Remaining performance obligations, period of recognition | 12 months | 12 months | |||
Product concentration risk | Revenue | Subscription | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 96.00% | 95.00% | 96.00% | 95.00% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Available-for-sale securities | ||
Amortized Cost | $ 504,199 | $ 584,187 |
Gross Unrealized Gains | 73 | 388 |
Gross Unrealized Losses | (77) | (96) |
Estimated Fair Value | 504,195 | 584,479 |
Cash | 382,800 | 281,700 |
Commercial paper | 18,600 | |
Short-term Investments | ||
Available-for-sale securities | ||
Estimated Fair Value | 387,028 | |
Level 2 | Short-term Investments | ||
Available-for-sale securities | ||
Amortized Cost | 387,032 | 299,375 |
Gross Unrealized Gains | 73 | 388 |
Gross Unrealized Losses | (77) | (96) |
Estimated Fair Value | 387,028 | 299,667 |
Commercial paper | Level 2 | Short-term Investments | ||
Available-for-sale securities | ||
Amortized Cost | 160,860 | 42,048 |
Gross Unrealized Gains | 8 | 1 |
Gross Unrealized Losses | (22) | (23) |
Estimated Fair Value | 160,846 | 42,026 |
Corporate notes and bonds | Level 2 | Short-term Investments | ||
Available-for-sale securities | ||
Amortized Cost | 193,624 | 199,277 |
Gross Unrealized Gains | 61 | 375 |
Gross Unrealized Losses | (55) | (67) |
Estimated Fair Value | 193,630 | 199,585 |
Corporate notes and bonds | Level 3 | Short-term Investments | ||
Available-for-sale securities | ||
Amortized Cost | 500 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 500 | |
U.S. governmental securities | Level 2 | Short-term Investments | ||
Available-for-sale securities | ||
Amortized Cost | 32,548 | 58,050 |
Gross Unrealized Gains | 4 | 12 |
Gross Unrealized Losses | 0 | (6) |
Estimated Fair Value | 32,552 | 58,056 |
Money market funds | Level 1 | Cash and Cash Equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 117,167 | 284,312 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 117,167 | $ 284,312 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Available-for-Sale Marketable Securities by Remaining Contractual Maturities (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total available-for-sale securities | $ 504,195 | $ 584,479 |
Short-term Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Due in one year or less | 322,940 | |
Due in one to two years | 64,088 | |
Total available-for-sale securities | $ 387,028 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 6 Months Ended |
Jul. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Equity securities without readily determinable fair value, upward price adjustment | $ 4.8 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value of Convertible Notes (Details) - Convertible Debt - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Convertible Senior Notes Due 2023 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Principal | $ 53,289 | $ 115,000 |
Fair value amount | $ 219,615 | 373,928 |
Debt interest rate percentage | 0.50% | |
Convertible Senior Notes Due 2024 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Principal | $ 690,000 | 690,000 |
Fair value amount | $ 736,713 | $ 725,100 |
Debt interest rate percentage | 0.00% |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, net | $ 173,983 | $ 173,983 | $ 165,039 | ||
Depreciation expense | 14,300 | $ 10,500 | 27,800 | $ 20,300 | |
Capitalized software costs | 9,300 | $ 6,800 | 17,100 | $ 11,000 | |
Computer and network equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 112,420 | 112,420 | 102,163 | ||
Software, including capitalized software development costs | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 67,081 | 67,081 | 56,858 | ||
Furniture and office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 21,507 | 21,507 | 21,682 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 79,608 | 79,608 | 79,892 | ||
Property and equipment, excluding work in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 280,616 | 280,616 | 260,595 | ||
Less: Accumulated depreciation | (143,225) | (143,225) | (121,029) | ||
Property and equipment, net | 137,391 | 137,391 | 139,566 | ||
Work in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, net | $ 36,592 | $ 36,592 | $ 25,473 |
Deferred Contract Acquisition_3
Deferred Contract Acquisition and Fulfillment Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Capitalized Contract Cost, Net [Roll Forward] | ||
Amortization of deferred contract acquisition costs | $ (63,476) | $ (45,194) |
Deferred Contract Acquisition Costs: | ||
Capitalized Contract Cost, Net [Roll Forward] | ||
Beginning balance | 262,519 | 155,697 |
Additions to deferred contract acquisition costs | 83,600 | 80,836 |
Amortization of deferred contract acquisition costs | (53,250) | (36,528) |
Cumulative translation adjustment | (332) | 677 |
Ending balance | 292,537 | 200,682 |
Deferred Contract Fulfillment Costs: | ||
Capitalized Contract Cost, Net [Roll Forward] | ||
Beginning balance | 12,506 | 8,218 |
Additions to deferred contract acquisition costs | 11,731 | 11,578 |
Amortization of deferred contract acquisition costs | (10,116) | (8,666) |
Ending balance | $ 14,121 | $ 11,130 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2021 | Sep. 30, 2018 | Jul. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2021 | Feb. 01, 2021 | |
Debt Conversion [Line Items] | |||||||
Debt instrument, amount elected for conversion | $ 23,900,000 | ||||||
Debt conversion, consideration transferred | $ 195,000,000 | ||||||
Repayments of convertible senior notes | $ 61,714,000 | $ 0 | |||||
Shares issued upon conversion (in shares) | 0.6 | ||||||
Fair value of shares issued as part of the repayments of convertible senior notes | $ 133,300,000 | ||||||
Settlement of convertible senior notes due in 2023 | $ (278,000) | (724,000) | |||||
Additional Paid-In Capital | |||||||
Debt Conversion [Line Items] | |||||||
Settlement of convertible senior notes due in 2023 | $ (279,000) | $ (725,000) | |||||
Convertible Senior Notes Due 2023 | Convertible Debt | |||||||
Debt Conversion [Line Items] | |||||||
Principle on face amount of debt | $ 575,000,000 | ||||||
Debt interest rate percentage | 0.50% | 0.50% | |||||
Proceeds from issuance of debt | $ 560,800,000 | ||||||
Aggregate amount of principle settled | $ 61,700,000 | ||||||
Debt instrument, conversion notice on principle, amount not yet settled | $ 2,000,000 | $ 2,000,000 | |||||
Debt instrument, effective interest rate | 5.90% | 1.00% | |||||
Convertible Senior Notes Due 2023 | Convertible Debt | Subsequent Event | |||||||
Debt Conversion [Line Items] | |||||||
Debt instrument, conversion notice on principle, amount not yet settled | $ 1,100,000 | ||||||
Convertible Senior Notes Due 2024 | Convertible Debt | |||||||
Debt Conversion [Line Items] | |||||||
Principle on face amount of debt | $ 690,000,000 | ||||||
Debt interest rate percentage | 0.00% | 0.00% | |||||
Proceeds from issuance of debt | $ 677,300,000 | ||||||
Debt instrument, effective interest rate | 3.80% | 0.60% | |||||
Credit Facility | Revolving Credit Facility | |||||||
Debt Conversion [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 500,000,000 | ||||||
Line of credit, additional borrowing amount | $ 250,000,000 | ||||||
Credit Facility | Revolving Credit Facility | Minimum | |||||||
Debt Conversion [Line Items] | |||||||
Line of credit, commitment fee percentage on undrawn balance | 0.25% | ||||||
Credit Facility | Revolving Credit Facility | Maximum | |||||||
Debt Conversion [Line Items] | |||||||
Line of credit, commitment fee percentage on undrawn balance | 0.30% | ||||||
Capped Calls | Convertible Senior Notes Due 2023 | |||||||
Debt Conversion [Line Items] | |||||||
Initial cap price (in usd per share) | $ 110 | ||||||
Capped Calls | Convertible Senior Notes Due 2023 | Convertible Debt | |||||||
Debt Conversion [Line Items] | |||||||
Initial cap price (in usd per share) | 110 | ||||||
Capped Calls | Convertible Senior Notes Due 2024 | |||||||
Debt Conversion [Line Items] | |||||||
Initial cap price (in usd per share) | 525.30 | ||||||
Capped Calls | Convertible Senior Notes Due 2024 | Convertible Debt | |||||||
Debt Conversion [Line Items] | |||||||
Initial cap price (in usd per share) | $ 525.30 |
Debt - Carrying Value of Liabil
Debt - Carrying Value of Liability Component (Details) - Convertible Debt - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Convertible Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Principal | $ 53,289 | $ 115,000 |
Less: unamortized debt discount | 0 | (15,116) |
Less: unamortized transaction costs | (572) | (1,224) |
Net carrying value of current and noncurrent liability component | 52,717 | 98,660 |
Proceeds allocated to the conversion option (debt discount) | 134,667 | |
Less: extinguishment or conversion | (31,933) | |
Less: transaction costs | (3,336) | |
Carrying amount of equity component | 99,398 | |
Convertible Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | 690,000 |
Less: unamortized debt discount | 0 | (63,619) |
Less: unamortized transaction costs | (10,413) | (11,353) |
Net carrying value of current and noncurrent liability component | $ 679,587 | 615,028 |
Proceeds allocated to the conversion option (debt discount) | 64,453 | |
Less: transaction costs | (1,185) | |
Carrying amount of equity component | $ 63,268 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 66 | $ 720 | $ 102 | $ 1,438 |
Amortization of debt discount | 0 | 6,422 | 0 | 12,751 |
Amortization of transaction costs | 1,135 | 520 | 2,316 | 1,033 |
Total | $ 1,201 | $ 7,662 | $ 2,418 | $ 15,222 |
Debt - Schedule of Capped Calls
Debt - Schedule of Capped Calls (Details) - Capped Calls $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jul. 31, 2021USD ($)$ / sharesshares | |
Convertible Senior Notes Due 2023 | |
Option Indexed to Issuer's Equity [Line Items] | |
Initial cap price (in usd per share) | $ 110 |
Convertible Senior Notes Due 2024 | |
Option Indexed to Issuer's Equity [Line Items] | |
Initial cap price (in usd per share) | $ 525.30 |
Convertible Debt | Convertible Senior Notes Due 2023 | |
Option Indexed to Issuer's Equity [Line Items] | |
Aggregate cost of capped calls | $ | $ 67,563 |
Conversion price (in usd per share) | $ 71.50 |
Initial cap price (in usd per share) | $ 110 |
Shares covered by capped calls (in shares) | shares | 8,042 |
Convertible Debt | Convertible Senior Notes Due 2024 | |
Option Indexed to Issuer's Equity [Line Items] | |
Aggregate cost of capped calls | $ | $ 31,395 |
Conversion price (in usd per share) | $ 420.24 |
Initial cap price (in usd per share) | $ 525.30 |
Shares covered by capped calls (in shares) | shares | 1,642 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Jul. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Letters of credit outstanding | $ 7.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Purchase Obligations (Details) $ in Thousands | Jul. 31, 2021USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2022, remainder | $ 9,829 |
2023 | 34,970 |
2024 | 22,314 |
2025 | 14,025 |
2026 | 10,060 |
Thereafter | 3,145 |
Total | $ 94,343 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2021USD ($)planshares | Jul. 31, 2020USD ($) | Jul. 31, 2021USD ($)planshares | Jul. 31, 2020USD ($) | Feb. 01, 2021shares | Jan. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock-based compensation plans | plan | 3 | 3 | ||||
Unrecognized compensation cost, options | $ | $ 0 | $ 0 | ||||
Employee stock purchase plan, compensation expense | $ | $ 181,095 | $ 122,318 | ||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service period | 4 years | |||||
Unrecognized compensation cost, RSUs | $ | 869,000 | $ 869,000 | ||||
Unrecognized compensation cost, remaining weighted-average period for recognition | 2 years 3 months 18 days | |||||
ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Consecutive offering period, term | 6 months | |||||
Employee stock purchase plan, shares purchased (in shares) | shares | 0.1 | |||||
Employee stock purchase plan, compensation expense | $ | $ 4,800 | $ 2,900 | $ 9,100 | $ 4,800 | ||
2018 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reserved for future issuance (in shares) | shares | 42.2 | 42.2 | ||||
Annual increase in shares reserved, percentage of total shares | 5.00% | |||||
Number of shares reserved for future issuance | shares | 9.6 | |||||
2018 Plan | RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service period | 1 year | |||||
Vesting percentage | 25.00% | |||||
2018 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reserved for future issuance (in shares) | shares | 8.1 | 8.1 | 3.8 | |||
Annual increase in shares reserved, percentage of total shares | 1.00% | |||||
Employee contribution, maximum percentage of earnings | 15.00% | |||||
Employee stock purchase plan, purchase price of common stock, percent of market price | 85.00% |
Stockholders' Equity - RSU Acti
Stockholders' Equity - RSU Activity (Details) - RSUs shares in Thousands | 6 Months Ended |
Jul. 31, 2021$ / sharesshares | |
Number of Units | |
Unvested at beginning of period (in shares) | shares | 10,586 |
Granted (in shares) | shares | 2,110 |
Vested (in shares) | shares | (2,634) |
Canceled (in shares) | shares | (757) |
Unvested at end of period (in shares) | shares | 9,305 |
Weighted-Average Grant Date Fair Value | |
Unvested at beginning of period (in usd per share) | $ / shares | $ 83.98 |
Granted (in usd per share) | $ / shares | 221.95 |
Vested (in usd per share) | $ / shares | 65.10 |
Canceled (in usd per share) | $ / shares | 93.58 |
Unvested at end of period (in usd per share) | $ / shares | $ 119.83 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jan. 31, 2021USD ($)$ / sharesshares | Jul. 31, 2021USD ($)$ / sharesshares | |
Number of Options | ||
Beginning balance (in shares) | shares | 4,798 | |
Options exercised (in shares) | shares | (1,112) | |
Ending balance (in shares) | shares | 4,798 | 3,686 |
Weighted-Average Exercise Price Per Share | ||
Beginning balance (in usd per share) | $ / shares | $ 15.55 | |
Options exercised (in usd per share) | $ / shares | 13.52 | |
Ending balance (in usd per share) | $ / shares | $ 15.55 | $ 16.16 |
Weighted-Average Remaining Contractual Term | ||
Balance | 5 years | 4 years 9 months 18 days |
Aggregate Intrinsic Value | ||
Balance | $ | $ 1,042,879 | $ 1,039,112 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Calculation of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Numerator: | ||||
Net loss attributable to common stockholders, basic | $ (25,501) | $ (64,560) | $ (33,855) | $ (112,364) |
Net loss attributable to common stockholders, diluted | $ (25,501) | $ (64,560) | $ (33,855) | $ (112,364) |
Denominator: | ||||
Weighted-average common shares outstanding, basic | 195,996,000 | 184,862,000 | 195,183,000 | 183,930,000 |
Weighted-average common shares outstanding, diluted | 195,996,000 | 184,862,000 | 195,183,000 | 183,930,000 |
Net loss per share attributable to common stockholders: | ||||
Basic (in usd per share) | $ (0.13) | $ (0.35) | $ (0.17) | $ (0.61) |
Diluted (in usd per share) | $ (0.13) | $ (0.35) | $ (0.17) | $ (0.61) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 15,536 | 24,544 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 9,305 | 13,350 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,686 | 5,577 |
ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 158 | 227 |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,387 | 5,390 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 158 | $ 842 | $ 2,140 | $ 2,975 |
Unrecognized tax benefits | 37,200 | 37,200 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 16,300 | $ 16,300 |
Geographic Information (Details
Geographic Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021USD ($) | Jul. 31, 2020USD ($) | Jul. 31, 2021USD ($)segment | Jul. 31, 2020USD ($) | Jan. 31, 2021USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Total revenue | $ 511,844 | $ 342,209 | $ 980,923 | $ 639,226 | |
Total long-lived assets | 314,572 | 314,572 | $ 324,391 | ||
U.S. | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 397,882 | 275,494 | 766,305 | 517,662 | |
Total long-lived assets | 219,503 | 219,503 | 221,549 | ||
Ireland | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total long-lived assets | 61,977 | 61,977 | 66,670 | ||
International | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 113,962 | $ 66,715 | 214,618 | $ 121,564 | |
International | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total long-lived assets | $ 33,092 | $ 33,092 | $ 36,172 |