Cover Page
Cover Page - shares | 9 Months Ended | |
Oct. 31, 2020 | Dec. 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35498 | |
Entity Registrant Name | Splunk Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1106510 | |
Entity Address, Address Line One | 270 Brannan Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94107 | |
City Area Code | 415 | |
Local Phone Number | 848-8400 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | SPLK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 161,720,841 | |
Entity Central Index Key | 0001353283 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,652,263 | $ 778,653 |
Investments, current | 341,409 | 976,508 |
Accounts receivable, net | 799,960 | 838,743 |
Prepaid expenses and other current assets | 140,853 | 129,839 |
Deferred commissions, current | 120,762 | 99,072 |
Total current assets | 3,055,247 | 2,822,815 |
Investments, non-current | 18,228 | 35,370 |
Accounts receivable, non-current | 316,824 | 468,934 |
Operating lease right-of-use assets | 374,980 | 267,086 |
Property and equipment, net | 185,606 | 156,928 |
Intangible assets, net | 199,210 | 238,415 |
Goodwill | 1,301,073 | 1,292,840 |
Deferred commissions, non-current | 67,854 | 88,990 |
Other assets | 75,673 | 68,093 |
Total assets | 5,594,695 | 5,439,471 |
Current liabilities: | ||
Accounts payable | 16,479 | 18,938 |
Accrued compensation | 286,101 | 286,159 |
Accrued expenses and other liabilities | 190,820 | 177,822 |
Deferred revenue, current | 763,646 | 829,377 |
Total current liabilities | 1,257,046 | 1,312,296 |
Convertible senior notes, net | 2,275,313 | 1,714,630 |
Operating lease liabilities | 339,394 | 235,631 |
Deferred revenue, non-current | 110,504 | 176,832 |
Other liabilities, non-current | 3,126 | 653 |
Total non-current liabilities | 2,728,337 | 2,127,746 |
Total liabilities | 3,985,383 | 3,440,042 |
Commitments and contingencies (Note 3 and 4) | ||
Stockholders' equity: | ||
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 161,701,267 shares issued and outstanding at October 31, 2020, and 157,787,548 shares issued and outstanding at January 31, 2020 | 162 | 157 |
Accumulated other comprehensive loss | (4,625) | (5,312) |
Additional paid-in capital | 3,943,678 | 3,566,055 |
Accumulated deficit | (2,329,903) | (1,561,471) |
Total stockholders' equity | 1,609,312 | 1,999,429 |
Total liabilities and stockholders' equity | $ 5,594,695 | $ 5,439,471 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 161,701,267 | 157,787,548 |
Common stock, shares outstanding | 161,701,267 | 157,787,548 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2020 | Jan. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 161,701,267 | 157,787,548 |
Common stock, shares outstanding | 161,701,267 | 157,787,548 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | ||
Revenues | |||||
Total revenues | $ 558,572 | $ 626,336 | $ 1,484,307 | $ 1,567,744 | |
Cost of revenues | |||||
Total cost of revenues | [1] | 136,780 | 107,819 | 397,449 | 301,950 |
Gross profit | 421,792 | 518,517 | 1,086,858 | 1,265,794 | |
Operating expenses | |||||
Research and development | [1] | 190,222 | 158,887 | 579,643 | 422,287 |
Sales and marketing | [1] | 323,146 | 319,023 | 966,057 | 896,757 |
General and administrative | [1] | 73,941 | 88,092 | 234,746 | 226,118 |
Total operating expenses | [1] | 587,309 | 566,002 | 1,780,446 | 1,545,162 |
Operating loss | (165,517) | (47,485) | (693,588) | (279,368) | |
Interest and other income (expense), net | |||||
Interest income | 2,382 | 12,612 | 12,438 | 45,373 | |
Interest expense | (33,972) | (24,406) | (88,557) | (71,527) | |
Other income (expense), net | (710) | (215) | 4,533 | (1,408) | |
Total interest and other income (expense), net | (32,300) | (12,009) | (71,586) | (27,562) | |
Loss before income taxes | (197,817) | (59,494) | (765,174) | (306,930) | |
Income tax provision (benefit) | 3,714 | (1,855) | 3,258 | 7,010 | |
Net loss | $ (201,531) | $ (57,639) | $ (768,432) | $ (313,940) | |
Net loss per share: | |||||
Basic and diluted (in dollars per share) | $ (1.26) | $ (0.38) | $ (4.83) | $ (2.08) | |
Weighted-average shares outstanding: | |||||
Basic and diluted (in shares) | 160,515 | 152,404 | 158,998 | 150,659 | |
License | |||||
Revenues | |||||
Total revenues | $ 240,225 | $ 373,684 | $ 565,424 | $ 855,825 | |
Cost of revenues | |||||
Total cost of revenues | [1] | 5,009 | 5,796 | 16,549 | 17,414 |
Cloud services | |||||
Revenues | |||||
Total revenues | 144,714 | 80,439 | 382,736 | 212,946 | |
Cost of revenues | |||||
Total cost of revenues | [1] | 63,354 | 41,045 | 176,572 | 108,525 |
Maintenance and services | |||||
Revenues | |||||
Total revenues | 173,633 | 172,213 | 536,147 | 498,973 | |
Cost of revenues | |||||
Total cost of revenues | [1] | $ 68,417 | $ 60,978 | $ 204,328 | $ 176,011 |
[1] | Amounts include stock-based compensation expense, as follows: Cost of revenues $ 13,715 $ 10,426 $ 40,903 $ 31,710 Research and development 63,180 45,003 198,033 126,722 Sales and marketing 43,711 50,743 150,932 150,018 General and administrative 18,184 26,680 62,613 70,478 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Stock-based compensation | $ 452,481 | $ 378,928 | ||
Cost of revenues | ||||
Stock-based compensation | $ 13,715 | $ 10,426 | 40,903 | 31,710 |
Research and development | ||||
Stock-based compensation | 63,180 | 45,003 | 198,033 | 126,722 |
Sales and marketing | ||||
Stock-based compensation | 43,711 | 50,743 | 150,932 | 150,018 |
General and administrative | ||||
Stock-based compensation | $ 18,184 | $ 26,680 | $ 62,613 | $ 70,478 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Net loss | $ (201,531) | $ (57,639) | $ (768,432) | $ (313,940) |
Other comprehensive income (loss): | ||||
Net unrealized gain (loss) on investments (net of tax) | (1,093) | 1,002 | (407) | 2,044 |
Foreign currency translation adjustments | 1,198 | (679) | 1,094 | (2,699) |
Total other comprehensive income (loss) | 105 | 323 | 687 | (655) |
Comprehensive loss | $ (201,426) | $ (57,316) | $ (767,745) | $ (314,595) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (768,432) | $ (313,940) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 67,269 | 46,079 |
Amortization of deferred commissions | 99,217 | 75,078 |
Amortization of investment premiums (accretion of discounts), net | (890) | (7,969) |
Amortization of debt discount and issuance costs | 71,655 | 59,477 |
Gain on extinguishment of convertible senior notes | (6,952) | 0 |
Repurchase of convertible senior notes attributable to the accreted interest related to debt discount | (22,149) | 0 |
Non-cash operating lease costs | 15,783 | 7,511 |
Stock-based compensation | 452,481 | 378,928 |
Disposal of property and equipment | 981 | 0 |
Deferred income taxes | (2,009) | (398) |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable, net | 190,893 | (165,735) |
Prepaid expenses and other assets | (14,456) | (181,201) |
Deferred commissions | (99,771) | (84,461) |
Accounts payable | (5,179) | (1,129) |
Accrued compensation | 310 | (12,821) |
Accrued expenses and other liabilities | (13,497) | 2,619 |
Deferred revenue | (132,350) | (30,843) |
Net cash used in operating activities | (167,096) | (228,805) |
Cash flows from investing activities | ||
Purchases of investments | (87,135) | (815,685) |
Maturities of investments | 743,320 | 805,971 |
Acquisitions, net of cash acquired | (11,758) | (576,296) |
Purchases of property and equipment | (28,307) | (53,524) |
Capitalized software development costs | (10,703) | 0 |
Other investment activities | (3,461) | (3,750) |
Net cash provided by (used in) investing activities | 601,956 | (643,284) |
Cash flows from financing activities | ||
Proceeds from the exercise of stock options | 3,084 | 624 |
Proceeds from employee stock purchase plan | 44,214 | 34,482 |
Proceeds from the issuance of convertible senior notes, net of issuance costs | 1,246,544 | 0 |
Purchase of capped calls | (137,379) | 0 |
Partial repurchase of convertible senior notes | (668,929) | 0 |
Taxes paid related to net share settlement of equity awards | (49,235) | (164,160) |
Net cash provided by (used in) financing activities | 438,299 | (129,054) |
Effect of exchange rate changes on cash and cash equivalents | 451 | (1,552) |
Net increase (decrease) in cash and cash equivalents | 873,610 | (1,002,695) |
Cash and cash equivalents at beginning of period | 778,653 | 1,876,165 |
Cash and cash equivalents at end of period | 1,652,263 | 873,470 |
Supplemental disclosures | ||
Cash paid for income taxes | 8,406 | 16,629 |
Cash paid for interest | 22,861 | 15,761 |
Non-cash investing activities | ||
Increase in accrued purchases of property and equipment | 10,455 | 11,853 |
Equity consideration for acquisitions | 0 | 363,139 |
Vesting of early exercised options | $ 164 | $ 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional paid-in capital | Additional paid-in capitalCapped Call | Accumulated other comprehensive loss | Accumulated deficit |
Cumulative-effect adjustment from adoption of ASU | Accounting Standards Update 2016-02 | $ 7,241 | |||||
Balance, beginning of period at Jan. 31, 2019 | $ 149 | $ 2,754,858 | $ (2,506) | (1,232,044) | ||
Issuance of restricted stock awards | 1 | |||||
Vesting of restricted stock units | 2 | |||||
Issuance of common stock | 3 | |||||
Issuance of common stock upon ESPP purchase | 0 | |||||
Stock-based compensation | 378,928 | |||||
Capitalized software development costs | 0 | |||||
Issuance of common stock upon exercise of options | $ 622 | |||||
Issuance of common stock from acquisitions | 344,569 | |||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 18,567 | |||||
Vesting of early exercised options | $ 0 | 0 | ||||
Taxes paid related to net share settlement of equity awards | (164,160) | |||||
Issuance of common stock upon ESPP purchase | 34,482 | |||||
Equity component of convertible senior notes, net | 0 | |||||
Purchase of capped calls | $ 0 | |||||
Partial repurchase of convertible senior notes | 0 | |||||
Unrealized gain (loss) from investments (net of tax) | 2,044 | |||||
Net change in cumulative translation adjustments | (2,699) | (2,699) | ||||
Net loss | (313,940) | (313,940) | ||||
Balance, end of period at Oct. 31, 2019 | 1,826,117 | 155 | 3,367,866 | (3,161) | (1,538,743) | |
Cumulative-effect adjustment from adoption of ASU | Accounting Standards Update 2016-02 | 0 | |||||
Balance, beginning of period at Jul. 31, 2019 | 151 | 2,918,277 | (3,484) | (1,481,104) | ||
Issuance of restricted stock awards | 1 | |||||
Vesting of restricted stock units | 0 | |||||
Issuance of common stock | 3 | |||||
Issuance of common stock upon ESPP purchase | 0 | |||||
Stock-based compensation | 132,852 | |||||
Capitalized software development costs | 0 | |||||
Issuance of common stock upon exercise of options | $ 68 | |||||
Issuance of common stock from acquisitions | 344,569 | |||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 18,567 | |||||
Vesting of early exercised options | 0 | |||||
Taxes paid related to net share settlement of equity awards | (46,467) | |||||
Issuance of common stock upon ESPP purchase | 0 | |||||
Equity component of convertible senior notes, net | 0 | |||||
Purchase of capped calls | 0 | |||||
Partial repurchase of convertible senior notes | 0 | |||||
Unrealized gain (loss) from investments (net of tax) | 1,002 | |||||
Net change in cumulative translation adjustments | (679) | (679) | ||||
Net loss | (57,639) | (57,639) | ||||
Balance, end of period at Oct. 31, 2019 | 1,826,117 | 155 | 3,367,866 | (3,161) | (1,538,743) | |
Cumulative-effect adjustment from adoption of ASU | Accounting Standards Update 2016-02 | 0 | |||||
Balance, beginning of period at Jan. 31, 2020 | 1,999,429 | 157 | 3,566,055 | (5,312) | (1,561,471) | |
Issuance of restricted stock awards | 0 | |||||
Vesting of restricted stock units | 4 | |||||
Issuance of common stock | 0 | |||||
Issuance of common stock upon ESPP purchase | 1 | |||||
Stock-based compensation | 452,481 | |||||
Capitalized software development costs | 5,862 | |||||
Issuance of common stock upon exercise of options | $ 3,083 | |||||
Issuance of common stock from acquisitions | 0 | |||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 0 | |||||
Vesting of early exercised options | 164 | 164 | ||||
Taxes paid related to net share settlement of equity awards | (49,235) | |||||
Issuance of common stock upon ESPP purchase | 44,214 | |||||
Equity component of convertible senior notes, net | 342,062 | |||||
Purchase of capped calls | (137,379) | |||||
Partial repurchase of convertible senior notes | (283,629) | |||||
Unrealized gain (loss) from investments (net of tax) | (407) | |||||
Net change in cumulative translation adjustments | 1,094 | 1,094 | ||||
Net loss | (768,432) | (768,432) | ||||
Balance, end of period at Oct. 31, 2020 | 1,609,312 | 162 | 3,943,678 | (4,625) | (2,329,903) | |
Cumulative-effect adjustment from adoption of ASU | Accounting Standards Update 2016-02 | 0 | |||||
Balance, beginning of period at Jul. 31, 2020 | 160 | 3,802,423 | (4,730) | (2,128,372) | ||
Issuance of restricted stock awards | 0 | |||||
Vesting of restricted stock units | 2 | |||||
Issuance of common stock | 0 | |||||
Issuance of common stock upon ESPP purchase | 0 | |||||
Stock-based compensation | 138,790 | |||||
Capitalized software development costs | 2,012 | |||||
Issuance of common stock upon exercise of options | $ 413 | |||||
Issuance of common stock from acquisitions | 0 | |||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 0 | |||||
Vesting of early exercised options | 47 | |||||
Taxes paid related to net share settlement of equity awards | (7) | |||||
Issuance of common stock upon ESPP purchase | 0 | |||||
Equity component of convertible senior notes, net | 0 | |||||
Purchase of capped calls | $ 0 | |||||
Partial repurchase of convertible senior notes | 0 | |||||
Unrealized gain (loss) from investments (net of tax) | (1,093) | |||||
Net change in cumulative translation adjustments | 1,198 | 1,198 | ||||
Net loss | (201,531) | (201,531) | ||||
Balance, end of period at Oct. 31, 2020 | $ 1,609,312 | $ 162 | $ 3,943,678 | $ (4,625) | $ (2,329,903) |
Description of the Business and
Description of the Business and Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of the Business and Significant Accounting Policies | Description of the Business and Significant Accounting Policies Business Splunk Inc. (“we,” “us,” “our”) provides innovative software solutions that ingest data from different sources including systems, devices and interactions, and turn that data into meaningful business insights across the organization. Our Data-to-Everything platform enables users to investigate, monitor, analyze and act on data regardless of format or source. Data is produced by nearly every software application and electronic device across an organization and contains a real-time record of various activities, such as business transactions, customer and user behavior, and security threats. Our Data-to-Everything platform helps organizations gain the value contained in data by delivering real-time information to enable operational decision making. We were incorporated in California in October 2003 and reincorporated in Delaware in May 2006. Fiscal Year Our fiscal year ends on January 31. References to fiscal 2021, for example, refer to the fiscal year ending January 31, 2021. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet data as of January 31, 2020 was derived from audited financial statements, but does not include all disclosures required by GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on March 26, 2020. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2021. Reclassifications Certain reclassifications have been made to prior period balances in order to conform to the current period presentation. “Cloud services” revenues have been reclassified from “Maintenance and services” revenues on our condensed consolidated statements of operations and “Non-cash operating lease costs” have been reclassified from “Accrued expenses and other liabilities” in our condensed consolidated statement of cash flows. These reclassifications had no impact on our previously reported total revenues and net cash flows from operating, investing, or financing activities. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods covered by the financial statements and accompanying notes. In particular, we make estimates with respect to the stand-alone selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, uncollectible accounts receivable, the assessment of the useful life and recoverability of long-lived assets (property and equipment, goodwill and identified intangibles), the period of benefit for deferred commissions, stock-based compensation expense, the fair value of the liability component of the convertible debt, the fair value of assets acquired and liabilities assumed for business combinations, income taxes, the discount rate used for operating leases, and contingencies. Actual results could differ from those estimates. COVID-19 The worldwide spread of COVID-19 has created significant global economic uncertainty and resulted in a global slowdown of economic activity which has decreased demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and general business operations for an unknown period of time until the disease is contained. At this point, the extent to which COVID-19 may impact our future financial condition or results of operations is uncertain, and as of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or adjust the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will 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 condensed consolidated financial statements. Segments We operate our business as one operating segment: the development and marketing of software solutions that enable our customers to gain real-time business insights by harnessing the value of their data. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Splunk Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Foreign Currency The functional currency of our foreign subsidiaries is their respective local currency, with the exception of our United Kingdom and Singapore subsidiaries, for which the functional currency is the U.S. dollar. Translation adjustments arising from the use of differing exchange rates from period to period are included in “Accumulated other comprehensive income (loss)” within the condensed consolidated statements of stockholders’ equity. Foreign currency transaction gains and losses are included in “Other income (expense), net.” All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Revenue Recognition We generate revenues primarily in the form of software license and related maintenance fees, cloud services and other service fees. Licenses for on-premises software are either term or perpetual licenses and provide the customer with a right to use the software. When a term license is purchased, maintenance is bundled with the license for the term of the license period. Typically, when purchasing a perpetual license, a customer also purchases one year of maintenance for which we charge a percentage of the license fee. Cloud services are provided on a subscription basis and give our customers access to our cloud solutions, which include related customer support. Other services include training and professional services that are not integral to the functionality of the licenses or cloud services. Our contracts with customers often contain multiple performance obligations, which may include a combination of on-premise software licenses, related maintenance and support services, cloud services and professional services including training. We apply significant judgment in identifying and accounting for each performance obligation, as a result of evaluating the terms and conditions in contracts. For these contracts, we account for on-premise licenses, maintenance and support, cloud services and other services as separate performance obligations as they are each distinct. Revenue is recognized when the performance obligations are satisfied. We satisfy our obligation and recognize revenue for on-premise licenses upon transfer of control of the software, which occurs at delivery of the license key to customers, or when the license term commences, if later. We satisfy our cloud service performance obligation over the associated contract term and recognize the associated revenue ratably over the term of the contract once access is provided to the customer, consistent with the pattern of benefit to the customer of such services. We satisfy our maintenance and support performance obligations and recognize revenue ratably over the maintenance and support term, consistent with the pattern of benefit to the customer of such services. Professional services and training are either provided on a time and material basis or over a contract term. We satisfy our professional services and training performance obligations and recognize the associated revenue as services are delivered. With respect to contracts that include customer acceptance provisions, we recognize revenue upon customer acceptance. Our policy is to record revenues net of any applicable sales, use or excise taxes. Customers can purchase our products under different pricing options. Regardless of the pricing option selected, the consideration for our license and cloud contracts is fixed and does not result in variable consideration. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on an observable standalone selling price when it is available, as well as other factors, including the price charged to customers, our discounting practices, and our overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, we estimate the SSP using the residual approach. A receivable is recorded when we have an unconditional right to payment, either because we satisfied a performance obligation prior to receiving payment from the customer or we have a non-cancelable contract that has been invoiced in advance in accordance with our standard payment terms. Most of our multi-year on-premises term license and cloud services contracts are invoiced annually. A receivable for multi-year cloud services is generally recorded upon invoicing. A receivable for multi-year on-premises term licenses is recorded upon delivery, whether or not invoiced, to the extent we have an unconditional right to receive payment in the future related to those licenses. The non-current portion of these receivables, primarily consisting of unbilled receivables from on-premises term licenses, is included in “Accounts receivable, non-current” on our condensed consolidated balance sheets. Payment terms and conditions vary by contract type, although our standard payment terms generally require payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of payment, we have determined our contracts do not generally include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Deferred revenue is recorded when we invoice a contract or deliver a license prior to recognizing revenue. It is comprised of balances related to maintenance, cloud services, training and professional services invoiced at the beginning of each service period, as well as licenses that we delivered prior to the license term commencing. Recently Adopted Accounting Standards Standard Description Effective Date Effect on the Condensed Consolidated Financial Statements Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes The amendments in this ASU simplify the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance to improve consistent application. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted this standard as of August 1, 2020. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. ASU No. 2016-13 (Topic 326), Financial Instruments - Credit Losses The amendments in this update require a financial asset (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans and available-for-sale securities. We adopted this new standard as of February 1, 2020, using the modified prospective method recognized as of the date of initial application. Under this method, we are not required to restate or disclose the effects of applying Topic 326 for comparative periods. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Condensed Consolidated Financial Statements 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) This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, which reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments will no longer have to be separated into debt and equity components. Convertible debt instruments will be reported as a single liability and convertible preferred stock will be reported as a single equity instrument. Similarly, the embedded conversion feature will no longer be amortized as interest expense over the life of the instrument. Instead, a convertible debt instrument will be accounted for wholly as debt unless 1) a convertible instrument contains features that require bifurcation as a derivative, or 2) a convertible debt instrument was issued at a substantive premium. Among other potential impacts, this ASU is expected to reduce reported interest expense, decrease reported net loss, and result in a reclassification of certain conversion feature balance sheet amounts from stockholder’s equity to liabilities as it relates to the convertible senior notes. This ASU also amends the related EPS guidance for both Subtopics and is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. First quarter of fiscal 2023. Early adoption is permitted beginning in fiscal 2022. We are currently evaluating the impact of this standard on our condensed consolidated financial statements. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 9 Months Ended |
Oct. 31, 2020 | |
Investments, Debt and Equity Securities and Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements The carrying amounts of certain of our financial instruments including cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term maturities. Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels that are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following table sets forth the fair value of our financial assets that were measured on a recurring basis: October 31, 2020 January 31, 2020 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 799,887 $ — $ — $ 799,887 $ 138,999 $ — $ — $ 138,999 U.S. treasury securities — 301,922 — 301,922 — 875,180 — 875,180 Corporate bonds — 39,487 — 39,487 — 124,972 — 124,972 Commercial paper — — — — — 4,994 — 4,994 Other — — 2,000 2,000 — — 2,000 2,000 Reported as: Assets: Cash and cash equivalents $ 799,887 $ 147,034 Investments, current 341,409 976,508 Investments, non-current 2,000 22,603 Total $ 1,143,296 $ 1,146,145 Our investments in money market funds are measured at fair value on a recurring basis. These money market funds are actively traded and reported daily through a variety of sources. The fair value of the money market fund investments is classified as Level 1. We invest in U.S. treasury securities, corporate bonds and commercial paper, which we have classified as available-for-sale investments. The following table presents our available-for-sale investments as of October 31, 2020: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments, current: U.S. treasury securities $ 301,275 $ 647 $ — $ 301,922 Corporate bonds 39,302 185 — 39,487 Total available-for-sale investments $ 340,577 $ 832 $ — $ 341,409 The following table presents our available-for-sale investments as of January 31, 2020: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: U.S. treasury securities $ 8,035 $ — $ — $ 8,035 Investments, current: U.S. treasury securities 866,578 590 (23) 867,145 Corporate bonds 103,848 521 — 104,369 Commercial paper 4,991 3 — 4,994 Investments, non-current: Corporate bonds 20,444 159 — 20,603 Total available-for-sale investments $ 1,003,896 $ 1,273 $ (23) $ 1,005,146 The following table presents the fair values and unrealized losses of our available-for-sale investments classified by length of time that the securities have been in a continuous unrealized loss position: Less than 12 Months 12 Months or Greater Total (In thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses January 31, 2020 U.S. treasury securities $ 129,149 $ (23) $ — $ — $ 129,149 $ (23) Corporate bonds 7,504 — — — 7,504 — Total $ 136,653 $ (23) $ — $ — $ 136,653 $ (23) As of October 31, 2020, we did not have any available-for-sale investments in an unrealized loss position. The contractual maturities of our investments are as follows: (In thousands) October 31, 2020 Due within one year $ 341,409 Total $ 341,409 Investments with maturities of less than 12 months from the balance sheet date are classified as current assets, which are available for use to fund current operations. Investments with maturities greater than 12 months from the balance sheet date are classified as long-term assets. Convertible Senior Notes Refer to Note 7 “Convertible Senior Notes” for details regarding the fair value of our convertible senior notes. Equity Investments Our equity investments are included in “Investments, non-current” on our condensed consolidated balance sheets. The following table provides a summary of our equity investments: (In thousands) October 31, 2020 January 31, 2020 Equity investments without readily determinable fair values $ 12,744 $ 10,744 Equity investments under the equity method of accounting 3,484 2,023 Total $ 16,228 $ 12,767 As of October 31, 2020 and January 31, 2020, we did not consider any of our investments to be impaired. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings A putative class action lawsuit alleging violations of the federal securities laws was filed on December 4, 2020 in the U.S. District Court for the Northern District of California against us, our CEO and our CFO. The lawsuit alleges violations of the Securities Exchange Act of 1934, as amended, for allegedly making materially false and misleading statements regarding our financial guidance. The complaint asserts a putative class period stemming from October 21, 2020 to December 2, 2020. The plaintiff seeks unspecified monetary damages and other relief. We are also subject to certain routine legal and regulatory proceedings, as well as demands and claims that arise in the normal course of our business. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. In our opinion, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our condensed consolidated results of operations, cash flows or financial position, nor is it possible to provide an estimated amount of any such loss. However, depending on the nature and timing of any such dispute, an unfavorable resolution of a matter could materially affect our future financial position, results of operations or cash flows, or all, in a particular period. Indemnification Arrangements During the ordinary course of business, we may indemnify, hold harmless and agree to reimburse for losses suffered or incurred, our customers, vendors, and each of their affiliates for certain intellectual property infringement and other claims by third parties with respect to our offerings, in connection with our commercial license arrangements or related to general business dealings with those parties. As permitted under Delaware law, we have entered into indemnification agreements with our officers, directors and certain employees, indemnifying them for certain events or occurrences while they serve as our officers or directors or those of our direct and indirect subsidiaries. To date, there have not been any costs incurred in connection with such indemnification obligations; therefore, there is no accrual of such amounts as of October 31, 2020. We are unable to estimate the maximum potential impact of these indemnifications on our future results of operations. |
Leases
Leases | 9 Months Ended |
Oct. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for office space, used for our business operations and sales support, and data centers, used primarily for product development. Operating lease costs were $18.9 million and $57.3 million, excluding variable lease costs of $2.6 million and $9.9 million for the three and nine months ended October 31, 2020, respectively. Operating lease costs also exclude short-term leases and sublease income which were immaterial for the three and nine months ended October 31, 2020. Operating lease costs were $12.6 million and $35.0 million, excluding short-term leases, variable lease costs and sublease income, which were immaterial, for the three and nine months ended October 31, 2019, respectively. Our lease term and the discount rate related to our operating lease right-of-use assets and related lease liabilities were as follows: October 31, 2020 Weighted-average remaining lease term (in years) 8.52 Weighted-average discount rate 5.98 % As of October 31, 2020, the maturity of lease liabilities under our non-cancelable operating leases were as follows: Fiscal Period (In thousands) Future Payments Remaining fiscal 2021 $ 11,758 Fiscal 2022 72,002 Fiscal 2023 66,504 Fiscal 2024 55,202 Fiscal 2025 48,934 Thereafter 271,760 Total lease payments 526,160 Less imputed interest (122,056) Total current and non-current operating lease liabilities (1) $ 404,104 _________________________ (1) The current portion of our operating lease liabilities is included in “Accrued expenses and other liabilities” on our condensed consolidated balance sheets. As of October 31, 2020, we have entered into a lease, primarily for office space that has not yet commenced, with future lease payments of $8.3 million that are not reflected in the above. This lease will commence in fiscal 2022 with a non-cancelable lease term of 11 years. Supplemental Disclosures Nine Months Ended October 31, (In thousands) 2020 2019 Cash paid for operating lease liabilities $ 39,613 $ 29,208 Operating lease liabilities arising from obtaining right-of-use assets 148,007 99,167 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. These assets are depreciated and amortized using the straight-line method over their estimated useful lives. Property and equipment consisted of the following: (In thousands) October 31, 2020 January 31, 2020 Computer equipment and software $ 114,537 $ 109,892 Furniture and fixtures 33,757 28,568 Leasehold and building improvements (1) 179,765 141,965 Property and equipment, gross 328,059 280,425 Less: accumulated depreciation and amortization (142,453) (123,497) Property and equipment, net $ 185,606 $ 156,928 _________________________ (1) Includes costs related to assets not yet placed into service of $29.6 million and $46.5 million, as of October 31, 2020 and January 31, 2020, respectively. Depreciation and amortization expense of Property and equipment, net was $9.8 million and $8.6 million for the three months ended October 31, 2020 and 2019, respectively, and $23.3 million and $21.5 million for the nine months ended October 31, 2020 and 2019, respectively. Geographic Information The following table presents our long-lived assets, which consist of property and equipment, net of depreciation and amortization, and operating lease right-of-use assets by geographic region: (In thousands) October 31, 2020 January 31, 2020 United States $ 496,591 $ 362,586 International 63,995 61,428 Total long-lived assets $ 560,586 $ 424,014 |
Acquisitions, Goodwill and Inta
Acquisitions, Goodwill and Intangible Assets | 9 Months Ended |
Oct. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition, Goodwill and Intangible Assets | Acquisitions, Goodwill and Intangible Assets Fiscal 2021 Acquisition Plumbr On October 5, 2020, we acquired 100% of the voting equity interest of OÜ Plumbr (“Plumbr”), a privately-held Estonian corporation that offers auto-instrumentation, real user monitoring and application performance monitoring capabilities. This acquisition has been accounted for as a business combination. The purchase price of $11.8 million, paid in cash, was allocated as follows: $3.9 million to identifiable intangible assets, $0.3 million to net liabilities acquired, with the excess $8.2 million of the purchase price over the fair value of net assets acquired recorded as goodwill. Goodwill is allocated to our one operating segment, is not deductible for income tax purposes and is primarily attributable to the value expected from the synergies of the combination, including combined selling opportunities with our products. The identifiable intangible assets, which primarily consisted of developed technology, has an estimated useful life of 3 years. We also entered into holdback agreements for equity awards with a fair value of $4.6 million with certain employees which are subject to the recipients’ continued service with us and thus excluded from the purchase price and will be recognized ratably as stock-based compensation expense over the required service period. The results of operations of Plumbr have been included in our condensed consolidated financial statements from the date of purchase. Fiscal 2020 Acquisitions SignalFx On October 1, 2019, we acquired 100% of the voting equity interest of SignalFx, Inc. (“SignalFx”), a privately-held Delaware corporation that develops real-time monitoring solutions for cloud infrastructure, microservices and applications. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $961.4 million, which consisted of $619.1 million in cash, $324.5 million for the fair value of 2,771,482 shares of our common stock issued and $17.8 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated as follows: $173.7 million to identified intangible assets, $62.1 million to net assets acquired and $3.3 million to net deferred tax liabilities, with the excess $728.9 million of the purchase price over the fair value of net tangible and intangible assets acquired recorded as goodwill, allocated to our one operating segment. Goodwill is primarily attributable to the value expected from the synergies of the combination, including combined selling opportunities with our products. This goodwill is not deductible for income tax purposes. The results of operations of SignalFx have been included in our condensed consolidated financial statements from the date of purchase. Per the terms of the merger agreement with SignalFx, certain unvested stock options, restricted stock units and restricted stock awards held by SignalFx employees were canceled and exchanged for replacement equity awards under our 2012 Equity Incentive Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards held by key employees of SignalFx were canceled and exchanged for replacement equity awards consisting of unregistered restricted shares of our common stock subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of SignalFx’s employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $104.7 million of these issued awards, which are subject to the recipients’ continued service with us and thus excluded from the purchase price, will be recognized ratably as stock-based compensation expense over the required service period. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: (In thousands, except useful life) Fair Value Useful Life Developed technology $ 108,800 84 Customer relationships 60,900 60 Other acquired intangible assets 4,000 36 Total intangible assets acquired $ 173,700 We applied significant judgment in determining the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to revenue growth rates, royalty rate and technology migration curve. Omnition On September 13, 2019, we acquired 100% of the voting equity interest of Cloud Native Labs, Inc. (“Omnition”), a privately-held Delaware corporation that develops a platform for distributed tracing and application monitoring. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $52.5 million, which consisted of $31.6 million in cash, $20.2 million for the fair value of 176,989 shares of our common stock issued and $0.7 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated to $8.0 million of identified intangible assets, with the excess $44.5 million of the purchase price over the fair value of net tangible and intangible assets acquired recorded as goodwill, allocated to our one operating segment. Goodwill is primarily attributable to the value expected from the synergies of the combination, including combined selling opportunities with our products. This goodwill is not deductible for income tax purposes. The results of operations of Omnition which are not material, have been included in our condensed consolidated financial statements from the date of purchase. Per the terms of the merger agreement with Omnition, certain unvested stock options held by Omnition employees were canceled and exchanged for replacement stock options under our 2012 Equity Incentive Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards held by key employees of Omnition were canceled and exchanged for replacement equity awards subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of Omnition’s employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $36.6 million of these issued awards, which are subject to the recipients’ continued service with us and thus excluded from the purchase price, will be recognized ratably as stock-based compensation expense over the required service period. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: (In thousands, except useful life) Fair Value Useful Life Developed technology $ 8,000 60 Total intangible assets acquired $ 8,000 Unaudited Pro Forma Financial Information The following unaudited pro forma information presents the combined results of operations as if the acquisitions of SignalFx and Omnition had been completed in the beginning of the applicable comparable prior annual reporting period. The unaudited pro forma results include adjustments primarily related to the following: (i) amortization associated with preliminary estimates for the acquired intangible assets; (ii) recognition of post-acquisition stock-based compensation; (iii) the effect of recording deferred revenue at fair value; (iv) elimination of historical interest expense related to debt extinguished in the acquisition of SignalFx; (v) the inclusion of acquisition costs as of the earliest period presented; and (vi) the associated tax impact of the acquisitions and these unaudited pro forma adjustments. The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred from integrating these companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: (In thousands) Three Months Ended October 31, 2019 Nine Months Ended October 31, 2019 Revenues $ 631,348 $ 1,584,999 Net loss $ (83,162) $ (413,940) Streamlio On November 1, 2019, we acquired 100% of the voting equity interest of Streamlio, Inc. (“Streamlio”), a privately-held Delaware corporation that specializes in designing and operating streaming data solutions. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $19.8 million, which consisted of $18.7 million in cash and $1.1 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated as follows: $3.6 million to identified intangible assets and $0.1 million to net assets acquired, with the excess $16.1 million of the purchase price over the fair value of net tangible and intangible assets acquired recorded as goodwill, allocated to our one operating segment. Goodwill is primarily attributable to the value expected from the synergies of the combination, including combined selling opportunities with our products. This goodwill is not deductible for income tax purposes. The results of operations of Streamlio have been included in our condensed consolidated financial statements from the date of purchase. Per the terms of the merger agreement with Streamlio, certain unvested stock options held by Streamlio employees were canceled and exchanged for replacement stock options under our 2012 Equity Incentive Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards held by key employees of Streamlio were canceled and exchanged for replacement equity awards consisting of restricted shares of our common stock subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of Streamlio’s employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $4.2 million of these issued awards, which are subject to the recipients’ continued service with us and thus excluded from the purchase price, will be recognized ratably as stock-based compensation expense over the required service period. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: (In thousands, except useful life) Fair Value Useful Life Developed technology $ 3,600 36 Total intangible assets acquired $ 3,600 Goodwill Goodwill balances are presented below: (In thousands) Carrying Amount Balance as of January 31, 2020 $ 1,292,840 Goodwill acquired 8,233 Balance as of October 31, 2020 $ 1,301,073 There were no impairments to goodwill during the nine months ended October 31, 2020 or during prior periods. Intangible Assets Intangible assets subject to amortization as of October 31, 2020 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 256,449 $ (117,212) $ 139,237 62 Customer relationships 81,810 (24,403) 57,407 44 Other acquired intangible assets 7,270 (4,704) 2,566 23 Total intangible assets subject to amortization $ 345,529 $ (146,319) $ 199,210 Intangible assets subject to amortization as of January 31, 2020 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 252,530 $ (87,112) $ 165,418 68 Customer relationships 81,810 (12,403) 69,407 53 Other acquired intangible assets 7,270 (3,680) 3,590 32 Total intangible assets subject to amortization $ 341,610 $ (103,195) $ 238,415 Amortization expense from acquired intangible assets was $13.8 million and $10.1 million for the three months ended October 31, 2020 and 2019, respectively, and $43.1 million and $24.3 million for the nine months ended October 31, 2020 and 2019, respectively. The expected future amortization expense for acquired intangible assets as of October 31, 2020 is as follows: Fiscal Period (In thousands) Expected Amortization Expense Remaining fiscal 2021 $ 13,018 Fiscal 2022 46,873 Fiscal 2023 42,831 Fiscal 2024 37,886 Fiscal 2025 31,182 Thereafter 27,420 Total amortization expense $ 199,210 |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Convertible Senior Notes Due 2027 On June 5, 2020, we issued $1.27 billion aggregate principal amount of 1.125% Convertible Senior Notes due 2027 (the “2027 Notes”), including the exercise in full by the initial purchasers of the 2027 Notes of their option to purchase an additional $165.0 million principal amount of 2027 Notes. The 2027 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2027 Notes was $1.25 billion, net of initial purchaser discounts and other issuance costs. The 2027 Notes will mature on June 15, 2027, unless earlier redeemed, repurchased or converted. The 2027 Notes will bear interest from June 5, 2020 at a rate of 1.125% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The initial conversion rate for the 2027 Notes is 3.9164 shares of our common stock per $1,000 principal amount of the 2027 Notes, which is equivalent to an initial conversion price of approximately $255.34 per share of our common stock, subject to adjustment upon the occurrence of certain specified events. The initial conversion price of the 2027 Notes represents a premium of approximately 35.0% to the volume weighted average price of our common stock on the Nasdaq Global Select Market of approximately $189.14 per share on June 2, 2020, which was the date the pricing of the 2027 Notes was determined. Convertible Senior Notes Due 2023 and 2025 In September 2018, we issued $1.27 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2023 (the “2023 Notes”), including the exercise in full by the initial purchasers of the 2023 Notes of their option to purchase an additional $165.0 million principal amount of 2023 Notes, and $862.5 million aggregate principal amount of 1.125% Convertible Senior Notes due 2025 (the “2025 Notes”), including the exercise in full by the initial purchasers of the 2025 Notes of their option to purchase an additional $112.5 million principal amount of 2025 Notes. The 2023 Notes and the 2025 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2023 Notes and the 2025 Notes was $2.11 billion, net of initial purchaser discounts and other issuance costs. The 2023 Notes will mature on September 15, 2023, and the 2025 Notes will mature on September 15, 2025, in each case unless earlier redeemed, repurchased or converted. The 2023 Notes bear interest from September 21, 2018 at a rate of 0.50% per year and the 2025 Notes bear interest from September 21, 2018 at a rate of 1.125% per year, in each case payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2019. The initial conversion rate for each of the 2023 Notes and 2025 Notes is 6.7433 shares of our common stock per $1,000 principal amount of each of the 2023 Notes and 2025 Notes, which is equivalent to an initial conversion price of approximately $148.30 per share of our common stock, subject to adjustment upon the occurrence of certain specified events. The initial conversion price of each of the 2023 Notes and 2025 Notes represents a premium of approximately 27.5% to the $116.31 per share closing price of our common stock on September 18, 2018, which was the date the pricing of the 2023 Notes and the 2025 Notes was determined. Other Terms of the Notes The 2023 Notes, 2025 Notes and 2027 Notes (together the “Notes”) will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2023, June 15, 2025 and December 15, 2026 for the 2023 Notes, 2025 Notes and 2027 Notes, respectively, only under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 (and only during such fiscal quarter) for the 2023 Notes and the 2025 Notes and October 31, 2020 (and only during such fiscal quarter) for the 2027 Notes, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the relevant series of Notes on each applicable trading day; • during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price (as defined in the indenture governing the relevant series of Notes) per $1,000 principal amount of the relevant series of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the relevant series of Notes on each such trading day; • if we call the relevant series of Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events as set forth in the relevant indenture. On or after June 15, 2023, June 15, 2025 and December 15, 2026 for the 2023 Notes, 2025 Notes and 2027 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the relevant maturity date, holders of the relevant series of Notes may convert all or any portion of their Notes of such series, in multiples of $1,000 principal amount, regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying and/or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the relevant indenture. Upon any conversion of the Notes of a series, it is our current intent to settle the first $1,000 of conversion value of each $1,000 principal amount of such Notes in cash and the remaining conversion value, if any, in shares of common stock. If we undergo a fundamental change (as defined in the applicable indenture governing the relevant series of Notes), holders may require us to repurchase for cash all or any portion of their Notes of the relevant series at a fundamental change repurchase price equal to 100% of the principal amount of the relevant series of Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the relevant maturity date of a series of Notes or if we deliver a notice of redemption in respect of a series of Notes, we will, in certain circumstances, increase the conversion rate of the relevant series of Notes for a holder of such series who elects to convert its Notes of the applicable series in connection with such corporate event or notice of redemption, as the case may be. During the three months ended October 31, 2020, the conditional conversion feature of each of the 2023 Notes and 2025 Notes was triggered as the last reported sale price of our common stock was greater than or equal to 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on October 31, 2020 (the last trading day of the fiscal quarter) and therefore each of the 2023 Notes and the 2025 Notes are currently convertible, in whole or in part, at the option of the holders of each series between November 1, 2020 and January 31, 2021. Whether the 2023 Notes and the 2025 Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition in the future. Since we have the election of settling any conversions of the 2023 Notes and 2025 Notes in cash, shares of our common stock, or a combination of both, we continued to classify the liability component of each of the 2023 Notes and 2025 Notes as long-term debt on our condensed consolidated balance sheet as of October 31, 2020. During the three months ended October 31, 2020, the conditions allowing holders of the 2027 Notes to convert were not met. The 2027 Notes were therefore not convertible during the three months ended October 31, 2020 and were classified as long-term debt on our condensed consolidated balance sheets. We may not redeem the 2023 Notes, 2025 Notes and 2027 Notes prior to September 20, 2021, September 20, 2022 and June 20, 2024, respectively. We may redeem for cash all or any portion of the 2023 Notes, 2025 Notes and 2027 Notes, at our option, on or after September 20, 2021, September 20, 2022, and June 20, 2024, respectively, in each case if the last reported sale price of our common stock has been at least 130% of the conversion price for the relevant series of Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the relevant series of Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the relevant redemption date. Accounting for the Notes In accounting for the issuance of the Notes, we separated each series of the Notes into their respective liability and equity components. The carrying amounts of the liability components of the respective Notes were calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amounts of the equity components, representing the conversion option, were determined by deducting the fair value of the liability components from the par value of the respective Notes. This difference represents the debt discount that is amortized to interest expense over the respective terms of the relevant series of Notes using the effective interest rate method. The carrying amounts of the equity components representing the conversion options were $266.9 million, $237.2 million and $347.4 million for the 2023 Notes, the 2025 Notes and the 2027 Notes, respectively, which are recorded in additional paid-in capital and are not remeasured as long as they continue to meet the conditions for equity classification. In accounting for the issuance costs related to the Notes, which includes initial purchaser discounts, we allocated the total amount incurred for the relevant series of the Notes to the liability and equity components based on the proportion of the proceeds allocated to the debt and equity components for that series. Issuance costs attributable to the liability component of the 2023 Notes, the 2025 Notes and the 2027 Notes were $10.4 million, $6.5 million and $14.2 million, respectively. The issuance costs allocated to the liability component are amortized to interest expense over the contractual terms of the 2023 Notes, the 2025 Notes and the 2027 Notes at an effective interest rate of 5.65%, 6.22% and 6.26%, respectively. Issuance costs attributable to the equity component of the 2023 Notes, the 2025 Notes and the 2027 Notes were $2.8 million, $2.5 million and $5.4 million, respectively, and are netted against the equity components representing the conversion option in additional paid-in capital. The net carrying amounts of the liability component for each series of Notes as of October 31, 2020 were as follows: (In thousands) 2023 Notes (1) 2025 Notes 2027 Notes Liability component: Principal amount $ 776,661 $ 862,500 $ 1,265,000 Unamortized discount (99,870) (175,741) (331,022) Unamortized issuance costs (3,897) (4,835) (13,483) Net carrying amount $ 672,894 $ 681,924 $ 920,495 _________________________ (1) Reflects the impact of the 2023 Notes Partial Repurchase on June 5, 2020, as discussed below. The following tables sets forth the interest expense related to each series of Notes: Three Months Ended October 31, Nine Months Ended October 31, (In thousands) 2020 2019 2020 2019 2023 Notes: Coupon interest expense $ 971 $ 1,581 $ 3,726 $ 4,743 Amortization of debt discount (conversion option) 8,040 12,390 30,062 36,203 Amortization of debt issuance costs 315 484 1,174 1,414 Total interest expense related to the 2023 Notes $ 9,326 $ 14,455 $ 34,962 $ 42,360 2025 Notes: Coupon interest expense $ 2,426 $ 2,426 $ 7,278 $ 7,278 Amortization of debt discount (conversion option) 7,767 7,308 22,728 21,276 Amortization of debt issuance costs 213 201 624 585 Total interest expense related to the 2025 Notes $ 10,406 $ 9,935 $ 30,630 $ 29,139 2027 Notes: Coupon interest expense $ 3,558 $ — $ 5,732 $ — Amortization of debt discount (conversion option) 10,168 — 16,398 — Amortization of debt issuance costs 414 — 668 — Total interest expense related to the 2027 Notes $ 14,140 $ — $ 22,798 $ — As of October 31, 2020, the total estimated fair values of the 2023 Notes, the 2025 Notes, and the 2027 Notes were approximately $1.12 billion, $1.28 billion and $1.40 billion, respectively. The fair value was determined based on the closing trading price per $100 of the respective series of Notes as of the last day of trading for the period. The fair value of the Notes is primarily affected by the trading price of our common stock and market interest rates. The fair value of the Notes is considered a Level 2 measurement as they are not actively traded. Partial Repurchase of the 2023 Notes On June 5, 2020, we used a portion of the net proceeds from the issuance of the 2027 Notes to repurchase $488.3 million aggregate principal amount of the 2023 Notes (the “2023 Notes Partial Repurchase”), leaving $776.7 million aggregate principal outstanding on the 2023 Notes immediately after the 2023 Notes Partial Repurchase. The 2023 Notes Partial Repurchase was not made pursuant to a redemption notice and constituted individually privately negotiated transactions. The holders of the repurchased 2023 Notes also invested in the 2027 Notes. For each holder, the 2023 Notes and the 2027 Notes exchanged were deemed to be substantially different as the present value of the cash flows under the terms of the 2027 Notes was at least 10% different from the present value of the remaining cash flows under the terms of the 2023 Notes and accordingly, the 2023 Notes Partial Repurchase was accounted for as a debt extinguishment. We used $691.6 million of the net proceeds from the issuance of the 2027 Notes to complete the 2023 Notes Partial Repurchase, of which $407.4 million and $283.6 million were allocated to the liability and equity components of the 2023 Notes, respectively, and $0.5 million was related to the payment of the interest accrued. The cash consideration of the 2023 Notes Partial Repurchase allocated to the liability component of the 2023 Notes was based on the fair value of the liability component of the 2023 Notes as of June 5, 2020 utilizing an effective discount rate of 6.25%. This rate was based on our estimated rate for a similar liability with the same maturity, but without the conversion option. To derive this effective discount rate, we observed the trading details of the 2023 Notes immediately prior to the repurchase date to determine the volatility of the 2023 Notes. We utilized the observed volatility to calculate the effective discount rate, which was adjusted to reflect the term of the remaining 2023 Notes. The cash consideration allocated to the equity component of the 2023 Notes was calculated by deducting the fair value of the liability component from the aggregate cash consideration and was recorded as a reduction to “Additional paid-in capital.” The gain on extinguishment was subsequently determined by comparing the allocated cash consideration with the carrying value of the liability component, which includes the proportionate amounts of unamortized debt discount and the remaining unamortized debt issuance costs. The net carrying amount of the liability component of the 2023 Notes immediately prior to the repurchase was as follows: June 5, 2020 (In thousands) 2023 Notes Total 2023 Notes Partial Repurchase Principal $ 1,265,000 $ 488,339 Unamortized debt discount (184,336) (71,161) Unamortized debt issuance costs (7,194) (2,777) Net carrying amount $ 1,073,470 $ 414,401 The 2023 Notes Partial Repurchase resulted in a gain on extinguishment of convertible senior notes, which was calculated as follows: (In thousands) 2023 Notes Partial Repurchase Net carrying amount of the liability component associated with the 2023 Notes Partial Repurchase $ 414,401 Less: Cash consideration allocated to the liability component (407,449) Gain from the 2023 Notes Partial Repurchase $ 6,952 Capped Calls In connection with the issuance of the Notes, we entered into privately negotiated capped call transactions relating to each series of Notes with certain counterparties (the “Capped Calls”). The Capped Calls are expected to reduce potential dilution to our common stock upon conversion of the Notes of a given series and/or offset any cash payments that we are required to make in excess of the principal amount of converted Notes of such series, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls are subject to adjustment upon the occurrence of certain specified extraordinary events affecting us, including merger events, tender offers and announcement events. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. The following table sets forth other key terms and premiums paid for the Capped Calls related to each series of the Notes: Capped Calls Entered into in Connection with the Issuance of the 2023 and 2025 Notes Capped Calls Entered into in Connection with the Issuance of the 2027 Notes Initial strike price, subject to certain adjustments $ 148.30 $ 255.34 Cap price, subject to certain adjustments $ 232.62 $ 378.28 Total premium paid (in thousands) $ 274,275 $ 137,379 For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of any series of Notes. As the Capped Calls qualify for a scope exception from derivative accounting for instruments that are both indexed to the issuer’s own stock and classified in stockholders’ equity in its statement of financial position, the premium paid for the purchase of the Capped Calls has been recorded as a reduction to “Additional paid-in capital” and will not be remeasured. |
Stock Compensation Plans
Stock Compensation Plans | 9 Months Ended |
Oct. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Plans | Stock Compensation Plans The following table summarizes the stock option, restricted stock unit (“RSU”), restricted stock award (“RSA”) and performance unit (“PSU”) award activity under our 2012 Equity Incentive Plan during the nine months ended October 31, 2020: Options Outstanding RSUs and PSUs Shares Weighted- Weighted- Aggregate Intrinsic Value (1) Shares (in years) (in thousands) Balances as of January 31, 2020 823,541 $ 10.79 6.61 $ 118,978 13,141,650 Additional shares authorized Options exercised (311,856) 9.90 45,817 Options forfeited and expired (52,104) 12.94 RSUs and PSUs granted 2,177,411 RSUs and PSUs vested (3,587,192) RSUs and PSUs forfeited and canceled (1,143,776) Balances as of October 31, 2020 459,581 $ 11.15 6.07 $ 85,891 10,588,093 Vested and expected to vest 447,014 $ 11.14 6.02 $ 83,546 9,951,791 Exercisable as of October 31, 2020 190,974 $ 10.92 3.51 $ 35,735 _________________________ (1) The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the closing market price of our common stock as of October 31, 2020. During the nine months ended October 31, 2020 and 2019, upon each settlement date of our outstanding RSUs to current employees, RSUs were withheld to cover the required withholding tax, which was based on the value of the RSU on the settlement date as determined by the closing price of our common stock on the trading day of the applicable settlement date. The remaining shares were delivered to the recipient as shares of our common stock. The amount remitted to the tax authorities for the employees’ tax obligation was reflected as a financing activity on our condensed consolidated statements of cash flows. These shares withheld by us as a result of the net settlement of RSUs were not considered issued and outstanding, thereby reducing our shares outstanding used to calculate earnings per share. These shares were returned to the reserves and are available for future issuance under our 2012 Equity Incentive Plan. During the nine months ended October 31, 2020, we granted 318,514 PSUs to certain executives under our 2012 Equity Incentive Plan, which includes both PSUs awarded but not yet earned, as well as PSUs earned and eligible to vest. The number of PSUs earned and eligible to vest will be determined after a one-year performance period, based on achievement of certain company financial performance measures and the recipient’s continued service with us. The number of shares of our stock to be received based on financial performance measures can range from 0% to 200% of the target amount. Compensation expense for PSUs with financial performance measures is measured using the fair value at the date of grant and recorded over the four-year vesting period under the graded-vesting attribution method, and may be adjusted over the vesting period based on interim estimates of performance against the pre-set objectives. Additionally, beginning in fiscal 2019, our PSUs granted contain an additional market performance measure that can increase the number of shares earned by up to an additional 50% of the shares received based on the financial performance measure. On October 27, 2020, the Compensation Committee of our Board of Directors approved a modification to the performance thresholds of our fiscal 2021 PSU awards. We accounted for this change as a Type III modification under ASC 718 as the expectation of the achievement of certain performance conditions related to these awards changed from improbable to probable post-modification. As a result, in the three months ended October 31, 2020, we reversed $10.8 million of stock-based compensation expense previously recognized for these awards. Post-modification stock-based compensation expense related to these awards will be recognized based on the modification date fair value over their remaining service period, under the graded-vesting attribution method. The following table presents unrecognized compensation cost related to stock options, RSUs, PSUs and RSAs as of October 31, 2020: Unrecognized Compensation Cost Weighted-Average Remaining Contractual Term Stock options $ 25,902 1.8 RSUs 987,500 2.5 PSUs 95,020 1.2 RSAs 47,319 1.9 Total unrecognized compensation cost $ 1,155,741 The following table summarizes our RSA activity during the nine months ended October 31, 2020: Shares Outstanding as of January 31, 2020 857,793 RSAs issued 23,475 RSAs vested (344,794) RSAs forfeited and canceled (850) Outstanding as of October 31, 2020 535,624 The weighted-average grant date fair value of RSUs granted was $155.42 per share during the nine months ended October 31, 2020. The weighted-average grant date fair value of PSUs granted was $205.02 per share during the nine months ended October 31, 2020. The weighted-average grant date fair value of RSAs granted was $194.07 per share during the nine months ended October 31, 2020. |
Revenues, Accounts Receivable,
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations | 9 Months Ended |
Oct. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations | Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations Disaggregation of Revenues The following table presents disaggregated revenues by major product or service type: Three Months Ended October 31, Nine Months Ended October 31, (In thousands) 2020 2019 2020 2019 Revenues License $ 240,225 $ 373,684 $ 565,424 $ 855,825 Cloud services 144,714 80,439 382,736 212,946 Maintenance, professional services and training 173,633 172,213 536,147 498,973 Total revenues $ 558,572 $ 626,336 $ 1,484,307 $ 1,567,744 Revenues by geography are based on the shipping address of the customer. The following table presents our revenues by geographic region: Three Months Ended October 31, Nine Months Ended October 31, (In thousands) 2020 2019 2020 2019 United States $ 399,445 $ 489,911 $ 1,010,951 $ 1,154,477 International 159,127 136,425 473,356 413,267 Total revenues $ 558,572 $ 626,336 $ 1,484,307 $ 1,567,744 Other than the United States, no other individual country exceeded 10% of total revenues during any of the periods presented. The following table presents revenues by channel partners representing 10% or more of total revenues: Three Months Ended October 31, Nine Months Ended October 31, (In thousands) 2020 2019 2020 2019 Channel Partner A 26 % 27 % 28 % 29 % Channel Partner B 15 % 30 % 15 % 23 % The revenues from these channel partners are comprised of a number of customer transactions, none of which were individually greater than 10% of total revenues for the three or nine months ended October 31, 2020 or 2019, respectively. Accounts Receivable The following table presents total current and non-current accounts receivable by channel partners representing 10% or more of total current and non-current accounts receivable: (In thousands) October 31, 2020 January 31, 2020 Channel Partner A 23 % 27 % Channel Partner B 15 % 13 % The COVID-19 pandemic and the recent economic downturn prompted us to perform additional credit reviews of our existing customers. After performing our additional reviews using a current expected credit loss model, we determined that, while there may be delays in our collections, the risk of credit loss on our accounts receivable as of October 31, 2020 was expected to be materially consistent with prior periods. Deferred Revenue Revenues recognized from amounts included in deferred revenue as of January 31, 2020 and 2019 were $662.7 million and $534.7 million during the nine months ended October 31, 2020 and 2019, respectively. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and excludes performance obligations that are subject to cancellation terms. Our remaining performance obligations were $1.71 billion as of October 31, 2020, of which we expect to recognize approximately 61% as revenue over the next 12 months and the remainder thereafter. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are subject to income taxes in the U.S. and in foreign jurisdictions. We base our interim tax accruals on an estimated annual effective tax rate applied to year-to-date income, and we record discrete tax items in the period to which they relate. In each quarter, we update our estimated annual effective tax rate and make a year-to-date adjustment to our tax provision as necessary. Our fiscal 2021 annual effective rate differs from the U.S. statutory rate primarily due to the valuation allowance recorded on our U.S. losses. For the three months ended October 31, 2020 and 2019, we recorded income tax expense of $3.7 million and an income tax benefit of $1.9 million, respectively. For the nine months ended October 31, 2020 and 2019, we recorded income tax expense of $3.3 million and $7.0 million, respectively. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act contains numerous income tax provisions, such as changes to carry overs of net operating losses, changes in interest deductibility limits and technical corrections, including one impacting depreciation of Qualified Improvement Property. We recorded an immaterial benefit during the nine months ended October 31, 2020 as a result of the change in the depreciation of Qualified Improvement Property. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Oct. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less the weighted-average unvested common stock subject to repurchase or forfeiture. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including convertible senior notes, stock options, RSUs, PSUs and RSAs to the extent dilutive. The following table sets forth the computation of historical basic and diluted net loss per share: Three Months Ended October 31, Nine Months Ended October 31, (In thousands, except per share amounts) 2020 2019 2020 2019 Numerator: Net loss $ (201,531) $ (57,639) $ (768,432) $ (313,940) Denominator: Weighted-average common shares outstanding 161,114 153,086 159,717 151,226 Less: Weighted-average unvested common shares subject to repurchase or forfeiture (599) (682) (719) (567) Weighted-average shares used to compute net loss per share, basic and diluted 160,515 152,404 158,998 150,659 Net loss per share, basic and diluted $ (1.26) $ (0.38) $ (4.83) $ (2.08) Since we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities 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, (In thousands) 2020 2019 Shares subject to outstanding common stock options 460 1,114 Shares subject to outstanding RSUs, PSUs and RSAs 11,124 12,413 Employee stock purchase plan 356 360 Shares underlying the conversion spread in the convertible senior notes 2,882 — Total 14,822 13,887 As of October 31, 2020, the aggregate outstanding principal amount under the Notes is potentially convertible into approximately 16.0 million shares of our common stock. Since we expect to settle the principal amount of our convertible senior notes in cash, we use the treasury stock method for calculating any potential dilutive effect on diluted net income per share, if applicable. As a result, only the amount by which the conversion value exceeds the aggregate principal amount of the Notes (the “conversion spread”) is considered in the diluted earnings per share calculation. The conversion spread has a potentially dilutive effect on diluted net income per share when the average market price of our common stock for a given period exceeds the initial conversion price of $148.30 per share for the 2023 Notes and the 2025 Notes, and $255.34 per share for the 2027 Notes. During the three months ended October 31, 2020, the average market price of our common stock was $200.59, which exceeded the initial conversion price of the 2023 Notes and the 2025 Notes. Accordingly, we calculated the potentially dilutive effect of the conversion spread for the 2023 Notes and 2025 Notes, which is included in the table above. We excluded the potentially dilutive effect of the conversion spread for the 2027 Notes as the average market price of our common stock during the three months ended October 31, 2020 was less than the conversion price of the 2027 Notes. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On November 5, 2020, we acquired 100% of the voting equity interest of Rigor, Inc. (“Rigor”), a privately-held Delaware corporation that offers advanced synthetic monitoring and optimization tools, in exchange for total consideration with fair value of approximately $38.0 million. On December 7, 2020, we acquired 100% of the voting equity interest of Flowmill, Inc. (“Flowmill”), a privately-held Delaware corporation that specializes in network performance monitoring, in exchange for total consideration with fair value of approximately $21.6 million. These acquisitions will be accounted for as business combinations and accordingly, their respective total purchase prices will be allocated to the fair values of the tangible and intangible assets acquired and the liabilities assumed based on their respective acquisition dates. We have not yet determined the purchase price allocation for the transactions. |
Description of the Business a_2
Description of the Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation | Business Splunk Inc. (“we,” “us,” “our”) provides innovative software solutions that ingest data from different sources including systems, devices and interactions, and turn that data into meaningful business insights across the organization. Our Data-to-Everything platform enables users to investigate, monitor, analyze and act on data regardless of format or source. Data is produced by nearly every software application and electronic device across an organization and contains a real-time record of various activities, such as business transactions, customer and user behavior, and security threats. Our Data-to-Everything platform helps organizations gain the value contained in data by delivering real-time information to enable operational decision making. We were incorporated in California in October 2003 and reincorporated in Delaware in May 2006. |
Fiscal Year | Fiscal Year Our fiscal year ends on January 31. References to fiscal 2021, for example, refer to the fiscal year ending January 31, 2021. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet data as of January 31, 2020 was derived from audited financial statements, but does not include all disclosures required by GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on March 26, 2020. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2021. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior period balances in order to conform to the current period presentation. “Cloud services” revenues have been reclassified from “Maintenance and services” revenues on our condensed consolidated statements of operations and “Non-cash operating lease costs” have been reclassified from “Accrued expenses and other liabilities” in our condensed consolidated statement of cash flows. These reclassifications had no impact on our previously reported total revenues and net cash flows from operating, investing, or financing activities. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods covered by the financial statements and accompanying notes. In particular, we make estimates with respect to the stand-alone selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, uncollectible accounts receivable, the assessment of the useful life and recoverability of long-lived assets (property and equipment, goodwill and identified intangibles), the period of benefit for deferred commissions, stock-based compensation expense, the fair value of the liability component of the convertible debt, the fair value of assets acquired and liabilities assumed for business combinations, income taxes, the discount rate used for operating leases, and contingencies. Actual results could differ from those estimates. |
COVID-19 | COVID-19 The worldwide spread of COVID-19 has created significant global economic uncertainty and resulted in a global slowdown of economic activity which has decreased demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and general business operations for an unknown period of time until the disease is contained. At this point, the extent to which COVID-19 may impact our future financial condition or results of operations is uncertain, and as of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or adjust the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will 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 condensed consolidated financial statements. |
Segments | Segments We operate our business as one operating segment: the development and marketing of software solutions that enable our customers to gain real-time business insights by harnessing the value of their data. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Splunk Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Foreign Currency | Foreign Currency The functional currency of our foreign subsidiaries is their respective local currency, with the exception of our United Kingdom and Singapore subsidiaries, for which the functional currency is the U.S. dollar. Translation adjustments arising from the use of differing exchange rates from period to period are included in “Accumulated other comprehensive income (loss)” within the condensed consolidated statements of stockholders’ equity. Foreign currency transaction gains and losses are included in “Other income (expense), net.” All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. |
Revenue Recognition | Revenue Recognition We generate revenues primarily in the form of software license and related maintenance fees, cloud services and other service fees. Licenses for on-premises software are either term or perpetual licenses and provide the customer with a right to use the software. When a term license is purchased, maintenance is bundled with the license for the term of the license period. Typically, when purchasing a perpetual license, a customer also purchases one year of maintenance for which we charge a percentage of the license fee. Cloud services are provided on a subscription basis and give our customers access to our cloud solutions, which include related customer support. Other services include training and professional services that are not integral to the functionality of the licenses or cloud services. Our contracts with customers often contain multiple performance obligations, which may include a combination of on-premise software licenses, related maintenance and support services, cloud services and professional services including training. We apply significant judgment in identifying and accounting for each performance obligation, as a result of evaluating the terms and conditions in contracts. For these contracts, we account for on-premise licenses, maintenance and support, cloud services and other services as separate performance obligations as they are each distinct. Revenue is recognized when the performance obligations are satisfied. We satisfy our obligation and recognize revenue for on-premise licenses upon transfer of control of the software, which occurs at delivery of the license key to customers, or when the license term commences, if later. We satisfy our cloud service performance obligation over the associated contract term and recognize the associated revenue ratably over the term of the contract once access is provided to the customer, consistent with the pattern of benefit to the customer of such services. We satisfy our maintenance and support performance obligations and recognize revenue ratably over the maintenance and support term, consistent with the pattern of benefit to the customer of such services. Professional services and training are either provided on a time and material basis or over a contract term. We satisfy our professional services and training performance obligations and recognize the associated revenue as services are delivered. With respect to contracts that include customer acceptance provisions, we recognize revenue upon customer acceptance. Our policy is to record revenues net of any applicable sales, use or excise taxes. Customers can purchase our products under different pricing options. Regardless of the pricing option selected, the consideration for our license and cloud contracts is fixed and does not result in variable consideration. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on an observable standalone selling price when it is available, as well as other factors, including the price charged to customers, our discounting practices, and our overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, we estimate the SSP using the residual approach. A receivable is recorded when we have an unconditional right to payment, either because we satisfied a performance obligation prior to receiving payment from the customer or we have a non-cancelable contract that has been invoiced in advance in accordance with our standard payment terms. Most of our multi-year on-premises term license and cloud services contracts are invoiced annually. A receivable for multi-year cloud services is generally recorded upon invoicing. A receivable for multi-year on-premises term licenses is recorded upon delivery, whether or not invoiced, to the extent we have an unconditional right to receive payment in the future related to those licenses. The non-current portion of these receivables, primarily consisting of unbilled receivables from on-premises term licenses, is included in “Accounts receivable, non-current” on our condensed consolidated balance sheets. Payment terms and conditions vary by contract type, although our standard payment terms generally require payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of payment, we have determined our contracts do not generally include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Deferred revenue is recorded when we invoice a contract or deliver a license prior to recognizing revenue. It is comprised of balances related to maintenance, cloud services, training and professional services invoiced at the beginning of each service period, as well as licenses that we delivered prior to the license term commencing. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Standards Standard Description Effective Date Effect on the Condensed Consolidated Financial Statements Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes The amendments in this ASU simplify the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance to improve consistent application. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted this standard as of August 1, 2020. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. ASU No. 2016-13 (Topic 326), Financial Instruments - Credit Losses The amendments in this update require a financial asset (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans and available-for-sale securities. We adopted this new standard as of February 1, 2020, using the modified prospective method recognized as of the date of initial application. Under this method, we are not required to restate or disclose the effects of applying Topic 326 for comparative periods. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Condensed Consolidated Financial Statements 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) This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, which reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments will no longer have to be separated into debt and equity components. Convertible debt instruments will be reported as a single liability and convertible preferred stock will be reported as a single equity instrument. Similarly, the embedded conversion feature will no longer be amortized as interest expense over the life of the instrument. Instead, a convertible debt instrument will be accounted for wholly as debt unless 1) a convertible instrument contains features that require bifurcation as a derivative, or 2) a convertible debt instrument was issued at a substantive premium. Among other potential impacts, this ASU is expected to reduce reported interest expense, decrease reported net loss, and result in a reclassification of certain conversion feature balance sheet amounts from stockholder’s equity to liabilities as it relates to the convertible senior notes. This ASU also amends the related EPS guidance for both Subtopics and is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. First quarter of fiscal 2023. Early adoption is permitted beginning in fiscal 2022. We are currently evaluating the impact of this standard on our condensed consolidated financial statements. |
Description of the Business a_3
Description of the Business and Significant Accounting Policies New Accounting Pronouncements (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Recently Adopted Accounting Standards Standard Description Effective Date Effect on the Condensed Consolidated Financial Statements Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes The amendments in this ASU simplify the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance to improve consistent application. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted this standard as of August 1, 2020. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. ASU No. 2016-13 (Topic 326), Financial Instruments - Credit Losses The amendments in this update require a financial asset (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans and available-for-sale securities. We adopted this new standard as of February 1, 2020, using the modified prospective method recognized as of the date of initial application. Under this method, we are not required to restate or disclose the effects of applying Topic 326 for comparative periods. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Condensed Consolidated Financial Statements 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) This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, which reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments will no longer have to be separated into debt and equity components. Convertible debt instruments will be reported as a single liability and convertible preferred stock will be reported as a single equity instrument. Similarly, the embedded conversion feature will no longer be amortized as interest expense over the life of the instrument. Instead, a convertible debt instrument will be accounted for wholly as debt unless 1) a convertible instrument contains features that require bifurcation as a derivative, or 2) a convertible debt instrument was issued at a substantive premium. Among other potential impacts, this ASU is expected to reduce reported interest expense, decrease reported net loss, and result in a reclassification of certain conversion feature balance sheet amounts from stockholder’s equity to liabilities as it relates to the convertible senior notes. This ASU also amends the related EPS guidance for both Subtopics and is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. First quarter of fiscal 2023. Early adoption is permitted beginning in fiscal 2022. We are currently evaluating the impact of this standard on our condensed consolidated financial statements. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Investments, Debt and Equity Securities and Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial assets and liabilities that were measured on a recurring basis | The following table sets forth the fair value of our financial assets that were measured on a recurring basis: October 31, 2020 January 31, 2020 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 799,887 $ — $ — $ 799,887 $ 138,999 $ — $ — $ 138,999 U.S. treasury securities — 301,922 — 301,922 — 875,180 — 875,180 Corporate bonds — 39,487 — 39,487 — 124,972 — 124,972 Commercial paper — — — — — 4,994 — 4,994 Other — — 2,000 2,000 — — 2,000 2,000 Reported as: Assets: Cash and cash equivalents $ 799,887 $ 147,034 Investments, current 341,409 976,508 Investments, non-current 2,000 22,603 Total $ 1,143,296 $ 1,146,145 |
Schedule of available-for-sale securities reconciliation | The following table presents our available-for-sale investments as of October 31, 2020: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Investments, current: U.S. treasury securities $ 301,275 $ 647 $ — $ 301,922 Corporate bonds 39,302 185 — 39,487 Total available-for-sale investments $ 340,577 $ 832 $ — $ 341,409 The following table presents our available-for-sale investments as of January 31, 2020: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: U.S. treasury securities $ 8,035 $ — $ — $ 8,035 Investments, current: U.S. treasury securities 866,578 590 (23) 867,145 Corporate bonds 103,848 521 — 104,369 Commercial paper 4,991 3 — 4,994 Investments, non-current: Corporate bonds 20,444 159 — 20,603 Total available-for-sale investments $ 1,003,896 $ 1,273 $ (23) $ 1,005,146 |
Schedule of unrealized loss on investments | The following table presents the fair values and unrealized losses of our available-for-sale investments classified by length of time that the securities have been in a continuous unrealized loss position: Less than 12 Months 12 Months or Greater Total (In thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses January 31, 2020 U.S. treasury securities $ 129,149 $ (23) $ — $ — $ 129,149 $ (23) Corporate bonds 7,504 — — — 7,504 — Total $ 136,653 $ (23) $ — $ — $ 136,653 $ (23) |
Investments classified by contractual maturity date | The contractual maturities of our investments are as follows: (In thousands) October 31, 2020 Due within one year $ 341,409 Total $ 341,409 |
Schedule of equity investments | The following table provides a summary of our equity investments: (In thousands) October 31, 2020 January 31, 2020 Equity investments without readily determinable fair values $ 12,744 $ 10,744 Equity investments under the equity method of accounting 3,484 2,023 Total $ 16,228 $ 12,767 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost | Our lease term and the discount rate related to our operating lease right-of-use assets and related lease liabilities were as follows: October 31, 2020 Weighted-average remaining lease term (in years) 8.52 Weighted-average discount rate 5.98 % Supplemental Disclosures Nine Months Ended October 31, (In thousands) 2020 2019 Cash paid for operating lease liabilities $ 39,613 $ 29,208 Operating lease liabilities arising from obtaining right-of-use assets 148,007 99,167 |
Maturity of Lease Liabilities | As of October 31, 2020, the maturity of lease liabilities under our non-cancelable operating leases were as follows: Fiscal Period (In thousands) Future Payments Remaining fiscal 2021 $ 11,758 Fiscal 2022 72,002 Fiscal 2023 66,504 Fiscal 2024 55,202 Fiscal 2025 48,934 Thereafter 271,760 Total lease payments 526,160 Less imputed interest (122,056) Total current and non-current operating lease liabilities (1) $ 404,104 _________________________ (1) The current portion of our operating lease liabilities is included in “Accrued expenses and other liabilities” on our condensed consolidated balance sheets. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following: (In thousands) October 31, 2020 January 31, 2020 Computer equipment and software $ 114,537 $ 109,892 Furniture and fixtures 33,757 28,568 Leasehold and building improvements (1) 179,765 141,965 Property and equipment, gross 328,059 280,425 Less: accumulated depreciation and amortization (142,453) (123,497) Property and equipment, net $ 185,606 $ 156,928 _________________________ (1) |
Long-Lived Assets by Geographic Areas | The following table presents our long-lived assets, which consist of property and equipment, net of depreciation and amortization, and operating lease right-of-use assets by geographic region: (In thousands) October 31, 2020 January 31, 2020 United States $ 496,591 $ 362,586 International 63,995 61,428 Total long-lived assets $ 560,586 $ 424,014 |
Acquisitions, Goodwill and In_2
Acquisitions, Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Goodwill | |
Schedule of expected future amortization for capitalized computer software costs developed for internal use | The expected future amortization expense for acquired intangible assets as of October 31, 2020 is as follows: Fiscal Period (In thousands) Expected Amortization Expense Remaining fiscal 2021 $ 13,018 Fiscal 2022 46,873 Fiscal 2023 42,831 Fiscal 2024 37,886 Fiscal 2025 31,182 Thereafter 27,420 Total amortization expense $ 199,210 |
Business Acquisition, Pro Forma Information | The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred from integrating these companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: (In thousands) Three Months Ended October 31, 2019 Nine Months Ended October 31, 2019 Revenues $ 631,348 $ 1,584,999 Net loss $ (83,162) $ (413,940) |
Schedule of Goodwill | Goodwill balances are presented below: (In thousands) Carrying Amount Balance as of January 31, 2020 $ 1,292,840 Goodwill acquired 8,233 Balance as of October 31, 2020 $ 1,301,073 |
Schedule of finite-lived intangible assets | Intangible assets subject to amortization as of October 31, 2020 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 256,449 $ (117,212) $ 139,237 62 Customer relationships 81,810 (24,403) 57,407 44 Other acquired intangible assets 7,270 (4,704) 2,566 23 Total intangible assets subject to amortization $ 345,529 $ (146,319) $ 199,210 Intangible assets subject to amortization as of January 31, 2020 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 252,530 $ (87,112) $ 165,418 68 Customer relationships 81,810 (12,403) 69,407 53 Other acquired intangible assets 7,270 (3,680) 3,590 32 Total intangible assets subject to amortization $ 341,610 $ (103,195) $ 238,415 |
SignalFx | |
Goodwill | |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: (In thousands, except useful life) Fair Value Useful Life Developed technology $ 108,800 84 Customer relationships 60,900 60 Other acquired intangible assets 4,000 36 Total intangible assets acquired $ 173,700 We applied significant judgment in determining the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to revenue growth rates, royalty rate and technology migration curve. |
Omnition | |
Goodwill | |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: (In thousands, except useful life) Fair Value Useful Life Developed technology $ 8,000 60 Total intangible assets acquired $ 8,000 |
Streamlio | |
Goodwill | |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: (In thousands, except useful life) Fair Value Useful Life Developed technology $ 3,600 36 Total intangible assets acquired $ 3,600 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | The net carrying amounts of the liability component for each series of Notes as of October 31, 2020 were as follows: (In thousands) 2023 Notes (1) 2025 Notes 2027 Notes Liability component: Principal amount $ 776,661 $ 862,500 $ 1,265,000 Unamortized discount (99,870) (175,741) (331,022) Unamortized issuance costs (3,897) (4,835) (13,483) Net carrying amount $ 672,894 $ 681,924 $ 920,495 _________________________ (1) Reflects the impact of the 2023 Notes Partial Repurchase on June 5, 2020, as discussed below. The net carrying amount of the liability component of the 2023 Notes immediately prior to the repurchase was as follows: June 5, 2020 (In thousands) 2023 Notes Total 2023 Notes Partial Repurchase Principal $ 1,265,000 $ 488,339 Unamortized debt discount (184,336) (71,161) Unamortized debt issuance costs (7,194) (2,777) Net carrying amount $ 1,073,470 $ 414,401 |
Schedule of Interest Expense | The following tables sets forth the interest expense related to each series of Notes: Three Months Ended October 31, Nine Months Ended October 31, (In thousands) 2020 2019 2020 2019 2023 Notes: Coupon interest expense $ 971 $ 1,581 $ 3,726 $ 4,743 Amortization of debt discount (conversion option) 8,040 12,390 30,062 36,203 Amortization of debt issuance costs 315 484 1,174 1,414 Total interest expense related to the 2023 Notes $ 9,326 $ 14,455 $ 34,962 $ 42,360 2025 Notes: Coupon interest expense $ 2,426 $ 2,426 $ 7,278 $ 7,278 Amortization of debt discount (conversion option) 7,767 7,308 22,728 21,276 Amortization of debt issuance costs 213 201 624 585 Total interest expense related to the 2025 Notes $ 10,406 $ 9,935 $ 30,630 $ 29,139 2027 Notes: Coupon interest expense $ 3,558 $ — $ 5,732 $ — Amortization of debt discount (conversion option) 10,168 — 16,398 — Amortization of debt issuance costs 414 — 668 — Total interest expense related to the 2027 Notes $ 14,140 $ — $ 22,798 $ — |
Calculation of Gain on Extinguishment of Convertible Senior Notes | The 2023 Notes Partial Repurchase resulted in a gain on extinguishment of convertible senior notes, which was calculated as follows: (In thousands) 2023 Notes Partial Repurchase Net carrying amount of the liability component associated with the 2023 Notes Partial Repurchase $ 414,401 Less: Cash consideration allocated to the liability component (407,449) Gain from the 2023 Notes Partial Repurchase $ 6,952 |
Other Key Terms and Premiums Paid for Capped Calls | The following table sets forth other key terms and premiums paid for the Capped Calls related to each series of the Notes: Capped Calls Entered into in Connection with the Issuance of the 2023 and 2025 Notes Capped Calls Entered into in Connection with the Issuance of the 2027 Notes Initial strike price, subject to certain adjustments $ 148.30 $ 255.34 Cap price, subject to certain adjustments $ 232.62 $ 378.28 Total premium paid (in thousands) $ 274,275 $ 137,379 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option and RSU Award Activity | The following table summarizes the stock option, restricted stock unit (“RSU”), restricted stock award (“RSA”) and performance unit (“PSU”) award activity under our 2012 Equity Incentive Plan during the nine months ended October 31, 2020: Options Outstanding RSUs and PSUs Shares Weighted- Weighted- Aggregate Intrinsic Value (1) Shares (in years) (in thousands) Balances as of January 31, 2020 823,541 $ 10.79 6.61 $ 118,978 13,141,650 Additional shares authorized Options exercised (311,856) 9.90 45,817 Options forfeited and expired (52,104) 12.94 RSUs and PSUs granted 2,177,411 RSUs and PSUs vested (3,587,192) RSUs and PSUs forfeited and canceled (1,143,776) Balances as of October 31, 2020 459,581 $ 11.15 6.07 $ 85,891 10,588,093 Vested and expected to vest 447,014 $ 11.14 6.02 $ 83,546 9,951,791 Exercisable as of October 31, 2020 190,974 $ 10.92 3.51 $ 35,735 _________________________ (1) The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the closing market price of our common stock as of October 31, 2020. |
Schedule of Unrecognized Compensation Costs | The following table presents unrecognized compensation cost related to stock options, RSUs, PSUs and RSAs as of October 31, 2020: Unrecognized Compensation Cost Weighted-Average Remaining Contractual Term Stock options $ 25,902 1.8 RSUs 987,500 2.5 PSUs 95,020 1.2 RSAs 47,319 1.9 Total unrecognized compensation cost $ 1,155,741 |
Schedule of RSA Activity | The following table summarizes our RSA activity during the nine months ended October 31, 2020: Shares Outstanding as of January 31, 2020 857,793 RSAs issued 23,475 RSAs vested (344,794) RSAs forfeited and canceled (850) Outstanding as of October 31, 2020 535,624 |
Revenues, Accounts Receivable_2
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations, Revenue from Contract with Customer (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents disaggregated revenues by major product or service type: Three Months Ended October 31, Nine Months Ended October 31, (In thousands) 2020 2019 2020 2019 Revenues License $ 240,225 $ 373,684 $ 565,424 $ 855,825 Cloud services 144,714 80,439 382,736 212,946 Maintenance, professional services and training 173,633 172,213 536,147 498,973 Total revenues $ 558,572 $ 626,336 $ 1,484,307 $ 1,567,744 |
Revenue from External Customers by Geographic Areas | Revenues by geography are based on the shipping address of the customer. The following table presents our revenues by geographic region: Three Months Ended October 31, Nine Months Ended October 31, (In thousands) 2020 2019 2020 2019 United States $ 399,445 $ 489,911 $ 1,010,951 $ 1,154,477 International 159,127 136,425 473,356 413,267 Total revenues $ 558,572 $ 626,336 $ 1,484,307 $ 1,567,744 |
Schedule of Revenue by Channel Partners | The following table presents revenues by channel partners representing 10% or more of total revenues: Three Months Ended October 31, Nine Months Ended October 31, (In thousands) 2020 2019 2020 2019 Channel Partner A 26 % 27 % 28 % 29 % Channel Partner B 15 % 30 % 15 % 23 % |
Schedule Of Accounts Receivable by Channel Partners | The following table presents total current and non-current accounts receivable by channel partners representing 10% or more of total current and non-current accounts receivable: (In thousands) October 31, 2020 January 31, 2020 Channel Partner A 23 % 27 % Channel Partner B 15 % 13 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of computation of historical basic and diluted net loss per share | The following table sets forth the computation of historical basic and diluted net loss per share: Three Months Ended October 31, Nine Months Ended October 31, (In thousands, except per share amounts) 2020 2019 2020 2019 Numerator: Net loss $ (201,531) $ (57,639) $ (768,432) $ (313,940) Denominator: Weighted-average common shares outstanding 161,114 153,086 159,717 151,226 Less: Weighted-average unvested common shares subject to repurchase or forfeiture (599) (682) (719) (567) Weighted-average shares used to compute net loss per share, basic and diluted 160,515 152,404 158,998 150,659 Net loss per share, basic and diluted $ (1.26) $ (0.38) $ (4.83) $ (2.08) |
Potentially dilutive securities that were not included in the diluted per share calculations because they would be 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, (In thousands) 2020 2019 Shares subject to outstanding common stock options 460 1,114 Shares subject to outstanding RSUs, PSUs and RSAs 11,124 12,413 Employee stock purchase plan 356 360 Shares underlying the conversion spread in the convertible senior notes 2,882 — Total 14,822 13,887 |
Description of the Business a_4
Description of the Business and Significant Accounting Policies (Details) | 9 Months Ended |
Oct. 31, 2020segment | |
Segments | |
Number of operating segments | 1 |
Description of the Business a_5
Description of the Business and Significant Accounting Policies Revenue Recognition (Details 2) | 9 Months Ended |
Oct. 31, 2020 | |
Minimum | |
Revenue Recognition | |
Accounts receivable payment terms | 30 days |
Maximum | |
Revenue Recognition | |
Accounts receivable payment terms | 60 days |
Investments and Fair Value Me_3
Investments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | $ 341,409 | $ 1,005,146 |
Estimate of Fair Value Measurement | Recurring basis | ||
Fair Value Measurements | ||
Money market funds | 799,887 | 138,999 |
Other | 2,000 | 2,000 |
Assets: | ||
Cash and cash equivalents | 799,887 | 147,034 |
Investments, current | 341,409 | 976,508 |
Investments, non-current | 2,000 | 22,603 |
Total | 1,143,296 | 1,146,145 |
Estimate of Fair Value Measurement | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
Money market funds | 799,887 | 138,999 |
Other | 0 | 0 |
Estimate of Fair Value Measurement | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
Money market funds | 0 | 0 |
Other | 0 | 0 |
Estimate of Fair Value Measurement | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
Money market funds | 0 | 0 |
Other | 2,000 | 2,000 |
US Treasury Securities | Estimate of Fair Value Measurement | Recurring basis | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 301,922 | 875,180 |
US Treasury Securities | Estimate of Fair Value Measurement | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
US Treasury Securities | Estimate of Fair Value Measurement | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 301,922 | 875,180 |
US Treasury Securities | Estimate of Fair Value Measurement | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
Corporate Bonds | Estimate of Fair Value Measurement | Recurring basis | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 39,487 | 124,972 |
Corporate Bonds | Estimate of Fair Value Measurement | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
Corporate Bonds | Estimate of Fair Value Measurement | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 39,487 | 124,972 |
Corporate Bonds | Estimate of Fair Value Measurement | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
Commercial Paper | Estimate of Fair Value Measurement | Recurring basis | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 4,994 |
Commercial Paper | Estimate of Fair Value Measurement | Recurring basis | Level 1 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 0 |
Commercial Paper | Estimate of Fair Value Measurement | Recurring basis | Level 2 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | 0 | 4,994 |
Commercial Paper | Estimate of Fair Value Measurement | Recurring basis | Level 3 | ||
Fair Value Measurements | ||
U.S. treasury securities, corporate bonds and commercial paper | $ 0 | $ 0 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Amortized Cost to Fair Value Reconciliation (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Debt Securities, Available-for-sale | ||
Amortized Cost | $ 340,577 | $ 1,003,896 |
Unrealized Gains | 832 | 1,273 |
Unrealized Losses | 0 | (23) |
Fair Value | 341,409 | 1,005,146 |
Due within one year | 341,409 | |
Cash and Cash Equivalents | US Treasury Securities | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 8,035 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 8,035 | |
Investments, Current | US Treasury Securities | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 301,275 | 866,578 |
Unrealized Gains | 647 | 590 |
Unrealized Losses | 0 | (23) |
Fair Value | 301,922 | 867,145 |
Investments, Current | Corporate Bonds | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 39,302 | 103,848 |
Unrealized Gains | 185 | 521 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 39,487 | 104,369 |
Investments, Current | Commercial Paper | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 4,991 | |
Unrealized Gains | 3 | |
Unrealized Losses | 0 | |
Fair Value | 4,994 | |
Investments, Non-current | Corporate Bonds | ||
Debt Securities, Available-for-sale | ||
Amortized Cost | 20,444 | |
Unrealized Gains | 159 | |
Unrealized Losses | 0 | |
Fair Value | $ 20,603 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Securities in Unrealized Loss Position (Details) $ in Thousands | Jan. 31, 2020USD ($) |
Fair Value | |
Less than 12 Months | $ 136,653 |
12 Months or Greater | 0 |
Total | 136,653 |
Unrealized Losses | |
Less than 12 Months | (23) |
12 Months or Greater | 0 |
Total | (23) |
US Treasury Securities | |
Fair Value | |
Less than 12 Months | 129,149 |
12 Months or Greater | 0 |
Total | 129,149 |
Unrealized Losses | |
Less than 12 Months | (23) |
12 Months or Greater | 0 |
Total | (23) |
Corporate Bonds | |
Fair Value | |
Less than 12 Months | 7,504 |
12 Months or Greater | 0 |
Total | 7,504 |
Unrealized Losses | |
Less than 12 Months | 0 |
12 Months or Greater | 0 |
Total | $ 0 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Equity Investments (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Investments, Debt and Equity Securities and Fair Value Disclosures [Abstract] | ||
Equity investments without readily determinable fair values | $ 12,744 | $ 10,744 |
Equity investments under the equity method of accounting | 3,484 | 2,023 |
Total | $ 16,228 | $ 12,767 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Lessee, Lease, Description | ||||
Operating lease cost | $ 18.9 | $ 12.6 | $ 57.3 | $ 35 |
Variable Lease, Cost | 2.6 | 9.9 | ||
Leases not yet commenced, future lease payments | $ 8.3 | $ 8.3 | ||
Term of office lease | 11 years | 11 years |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Oct. 31, 2020 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 8 years 6 months 7 days |
Weighted-average discount rate | 5.98% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liability (Details) $ in Thousands | Oct. 31, 2020USD ($) |
Leases [Abstract] | |
Remaining fiscal 2021 | $ 11,758 |
Fiscal 2022 | 72,002 |
Fiscal 2023 | 66,504 |
Fiscal 2024 | 55,202 |
Fiscal 2025 | 48,934 |
Thereafter | 271,760 |
Total lease payments | 526,160 |
Less imputed interest | (122,056) |
Total current and non-current operating lease liabilities | $ 404,104 |
Leases - Supplemental Disclosur
Leases - Supplemental Disclosure (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 39,613 | $ 29,208 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 148,007 | $ 99,167 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2020 | |
Property, Plant and Equipment | |||||
Property and equipment, gross | $ 328,059 | $ 328,059 | $ 280,425 | ||
Less: accumulated depreciation and amortization | (142,453) | (142,453) | (123,497) | ||
Property and equipment, net | 185,606 | 185,606 | 156,928 | ||
Depreciation and amortization expense on Property and Equipment, net | 9,800 | $ 8,600 | 23,300 | $ 21,500 | |
Computer equipment and software | |||||
Property, Plant and Equipment | |||||
Property and equipment, gross | 114,537 | 114,537 | 109,892 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment | |||||
Property and equipment, gross | 33,757 | 33,757 | 28,568 | ||
Leasehold and building improvements | |||||
Property, Plant and Equipment | |||||
Property and equipment, gross | 179,765 | 179,765 | 141,965 | ||
Leasehold improvements not in service | |||||
Property, Plant and Equipment | |||||
Property and equipment, gross | $ 29,600 | $ 29,600 | $ 46,500 |
Property and Equipment (Detai_2
Property and Equipment (Details 2) - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Property, Plant and Equipment | ||
Long-lived assets | $ 560,586 | $ 424,014 |
United States | ||
Property, Plant and Equipment | ||
Long-lived assets | 496,591 | 362,586 |
International | ||
Property, Plant and Equipment | ||
Long-lived assets | $ 63,995 | $ 61,428 |
Acquisitions, Goodwill and In_3
Acquisitions, Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | Oct. 05, 2020 | Nov. 01, 2019 | Oct. 01, 2019 | Sep. 13, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2020 |
Business Acquisition | |||||||||
Goodwill | $ 1,301,073 | $ 1,301,073 | $ 1,292,840 | ||||||
Common stock, shares issued | 161,701,267 | 161,701,267 | 157,787,548 | ||||||
Amortization of intangible assets | $ 13,800 | $ 10,100 | $ 43,100 | $ 24,300 | |||||
Plumbr | |||||||||
Business Acquisition | |||||||||
Percentage of voting interests acquired | 100.00% | ||||||||
Purchase price | $ 11,800 | ||||||||
Acquired liabilities | 300 | ||||||||
Goodwill | $ 8,200 | ||||||||
Acquired intangible assets, remaining useful life | 3 years | ||||||||
Fair value of equity awards under holdback agreement | $ 4,600 | ||||||||
Plumbr | Developed Technology | |||||||||
Business Acquisition | |||||||||
Acquired fair value of finite-lived intangible assets | $ 3,900 | ||||||||
SignalFx | |||||||||
Business Acquisition | |||||||||
Percentage of voting interests acquired | 100.00% | ||||||||
Purchase price | $ 961,400 | ||||||||
Acquired fair value of finite-lived intangible assets | 173,700 | ||||||||
Goodwill | 728,900 | ||||||||
Purchase price paid in cash | 619,100 | ||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 324,500 | ||||||||
Common stock, shares issued | 2,771,482 | ||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 17,800 | ||||||||
Net assets (liabilities) acquired | 62,100 | ||||||||
Net deferred tax liabilities assumed | 3,300 | ||||||||
Replacement equity awards | $ 104,700 | ||||||||
Omnition | |||||||||
Business Acquisition | |||||||||
Percentage of voting interests acquired | 100.00% | ||||||||
Purchase price | $ 52,500 | ||||||||
Acquired fair value of finite-lived intangible assets | 8,000 | ||||||||
Goodwill | 44,500 | ||||||||
Purchase price paid in cash | 31,600 | ||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 20,200 | ||||||||
Common stock, shares issued | 176,989 | ||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 700 | ||||||||
Replacement equity awards | $ 36,600 | ||||||||
Streamlio | |||||||||
Business Acquisition | |||||||||
Percentage of voting interests acquired | 100.00% | ||||||||
Purchase price | $ 19,800 | ||||||||
Acquired fair value of finite-lived intangible assets | 3,600 | ||||||||
Goodwill | 16,100 | ||||||||
Purchase price paid in cash | 18,700 | ||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | 1,100 | ||||||||
Net assets (liabilities) acquired | 100 | ||||||||
Replacement equity awards | $ 4,200 |
Acquisitions, Goodwill and In_4
Acquisitions, Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 01, 2019 | Oct. 01, 2019 | Sep. 13, 2019 | Oct. 31, 2020 | Jan. 31, 2020 |
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Goodwill | $ 1,301,073 | $ 1,292,840 | |||
Developed technology | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired intangible assets, remaining useful life | 62 months | 68 months | |||
Customer relationships | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired intangible assets, remaining useful life | 44 months | 53 months | |||
Other acquired intangible assets | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired intangible assets, remaining useful life | 23 months | 32 months | |||
SignalFx | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired fair value of finite-lived intangible assets | $ 173,700 | ||||
Percentage of voting interests acquired | 100.00% | ||||
Purchase price | $ 961,400 | ||||
Purchase price paid in cash | 619,100 | ||||
Fair value of replacement equity awards attributable to pre-acquisition service | 324,500 | ||||
Acquired fair value of finite-lived intangible assets | 173,700 | ||||
Net assets (liabilities) acquired | 62,100 | ||||
Goodwill | 728,900 | ||||
Replacement equity awards | 104,700 | ||||
SignalFx | Developed technology | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired fair value of finite-lived intangible assets | $ 108,800 | ||||
Acquired intangible assets, remaining useful life | 84 months | ||||
Acquired fair value of finite-lived intangible assets | $ 108,800 | ||||
SignalFx | Customer relationships | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired fair value of finite-lived intangible assets | $ 60,900 | ||||
Acquired intangible assets, remaining useful life | 60 months | ||||
Acquired fair value of finite-lived intangible assets | $ 60,900 | ||||
SignalFx | Other acquired intangible assets | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired fair value of finite-lived intangible assets | $ 4,000 | ||||
Acquired intangible assets, remaining useful life | 36 months | ||||
Acquired fair value of finite-lived intangible assets | $ 4,000 | ||||
Omnition | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired fair value of finite-lived intangible assets | $ 8,000 | ||||
Percentage of voting interests acquired | 100.00% | ||||
Purchase price | $ 52,500 | ||||
Purchase price paid in cash | 31,600 | ||||
Fair value of replacement equity awards attributable to pre-acquisition service | 20,200 | ||||
Acquired fair value of finite-lived intangible assets | 8,000 | ||||
Goodwill | 44,500 | ||||
Replacement equity awards | 36,600 | ||||
Omnition | Developed technology | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired fair value of finite-lived intangible assets | $ 8,000 | ||||
Acquired intangible assets, remaining useful life | 60 months | ||||
Acquired fair value of finite-lived intangible assets | $ 8,000 | ||||
Streamlio | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired fair value of finite-lived intangible assets | $ 3,600 | ||||
Percentage of voting interests acquired | 100.00% | ||||
Purchase price | $ 19,800 | ||||
Purchase price paid in cash | 18,700 | ||||
Fair value of replacement equity awards attributable to pre-acquisition service | 1,100 | ||||
Acquired fair value of finite-lived intangible assets | 3,600 | ||||
Net assets (liabilities) acquired | 100 | ||||
Goodwill | 16,100 | ||||
Replacement equity awards | 4,200 | ||||
Streamlio | Developed technology | |||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||||
Acquired fair value of finite-lived intangible assets | $ 3,600 | ||||
Acquired intangible assets, remaining useful life | 36 months | ||||
Acquired fair value of finite-lived intangible assets | $ 3,600 |
Acquisitions, Goodwill and In_5
Acquisitions, Goodwill and Intangible Assets - Goodwill Rollforward (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Balance as of January 31, 2020 | $ 1,292,840 |
Goodwill acquired | 8,233 |
Balance as of October 31, 2020 | $ 1,301,073 |
Intangible Assets Amortization
Intangible Assets Amortization (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Jan. 31, 2020 | |
Finite-Lived Intangible Assets | ||
Gross Fair Value | $ 345,529 | $ 341,610 |
Accumulated Amortization | (146,319) | (103,195) |
Total | 199,210 | 238,415 |
Developed technology | ||
Finite-Lived Intangible Assets | ||
Gross Fair Value | 256,449 | 252,530 |
Accumulated Amortization | (117,212) | (87,112) |
Total | $ 139,237 | $ 165,418 |
Acquired intangible assets, remaining useful life | 62 months | 68 months |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Gross Fair Value | $ 81,810 | $ 81,810 |
Accumulated Amortization | (24,403) | (12,403) |
Total | $ 57,407 | $ 69,407 |
Acquired intangible assets, remaining useful life | 44 months | 53 months |
Other acquired intangible assets | ||
Finite-Lived Intangible Assets | ||
Gross Fair Value | $ 7,270 | $ 7,270 |
Accumulated Amortization | (4,704) | (3,680) |
Total | $ 2,566 | $ 3,590 |
Acquired intangible assets, remaining useful life | 23 months | 32 months |
Intangible Assets Expected Futu
Intangible Assets Expected Future Amortization Expense (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Jan. 31, 2020 |
Business Combinations [Abstract] | ||
Remaining fiscal 2021 | $ 13,018 | |
Fiscal 2022 | 46,873 | |
Fiscal 2023 | 42,831 | |
Fiscal 2024 | 37,886 | |
Fiscal 2025 | 31,182 | |
Thereafter | 27,420 | |
Total | $ 199,210 | $ 238,415 |
Acquisitions, Goodwill and In_6
Acquisitions, Goodwill and Intangible Assets - Pro Forma Information (Details) - SignalFX and Omnition - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 31, 2019 | Oct. 31, 2019 | |
Business Acquisition | ||
Revenues | $ 631,348 | $ 1,584,999 |
Net loss | $ (83,162) | $ (413,940) |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 05, 2020USD ($)$ / shares | Sep. 21, 2018USD ($)$ / shares | Oct. 31, 2020USD ($)trading_day$ / shares | Oct. 31, 2019USD ($) | Jun. 02, 2020$ / shares | Sep. 18, 2018$ / shares |
Debt Instrument | ||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 1,246,544 | $ 0 | ||||
2023 Notes, Liability component | ||||||
Debt Instrument | ||||||
Effective discount rate | 6.25% | |||||
2023 Notes, Liability component | Convertible Senior Notes | ||||||
Debt Instrument | ||||||
Partial repurchase | $ 407,400 | |||||
2023 Notes, Equity component | Convertible Senior Notes | ||||||
Debt Instrument | ||||||
Partial repurchase | 283,600 | |||||
2023 Notes, Payment of interest accrued | Convertible Senior Notes | ||||||
Debt Instrument | ||||||
Partial repurchase | 500 | |||||
2023 Notes, Partial repurchase | Convertible Senior Notes | ||||||
Debt Instrument | ||||||
Partial repurchase | 691,600 | |||||
Convertible Senior Notes | ||||||
Debt Instrument | ||||||
Trading days threshold | trading_day | 20 | |||||
Consecutive trading days threshold | trading_day | 10 | |||||
Percentage of stock trigger price | 130.00% | |||||
Measurement period, business days | trading_day | 5 | |||||
Percentage of stock trigger price for measurement period | 98.00% | |||||
Convertible senior notes repurchase price percentage | 100.00% | |||||
Convertible Senior Notes | 2027 Notes | ||||||
Debt Instrument | ||||||
Principal amount | $ 1,270,000 | |||||
Stated interest rate | 1.125% | |||||
Option to purchase additional amount | $ 165,000 | |||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 1,250,000 | |||||
Conversion ratio | 3.9164 | |||||
Initial conversion price (in dollars per share) | $ / shares | $ 255.34 | $ 255.34 | ||||
Initial conversion price premium, percent | 35.00% | |||||
Share Price | $ / shares | $ 189.14 | |||||
Effective interest rate | 6.26% | |||||
Convertible senior notes, fair value | $ 1,400,000 | |||||
Aggregate principal outstanding | 1,265,000 | |||||
Convertible Senior Notes | 2027 Notes | Liability | ||||||
Debt Instrument | ||||||
Issuance costs | $ 14,200 | |||||
Convertible Senior Notes | 2027 Notes | Additional paid-in capital | ||||||
Debt Instrument | ||||||
Equity component | 347,400 | |||||
Issuance costs | $ 5,400 | |||||
Convertible Senior Notes | 2023 Notes | ||||||
Debt Instrument | ||||||
Principal amount | $ 1,270,000 | |||||
Stated interest rate | 0.50% | |||||
Option to purchase additional amount | $ 165,000 | |||||
Conversion ratio | 6.7433 | |||||
Initial conversion price (in dollars per share) | $ / shares | $ 148.30 | $ 148.30 | ||||
Initial conversion price premium, percent | 27.50% | |||||
Share Price | $ / shares | $ 116.31 | |||||
Effective interest rate | 5.65% | |||||
Convertible senior notes, fair value | $ 1,120,000 | |||||
Aggregate principal outstanding | 776,700 | 776,661 | ||||
Convertible Senior Notes | 2023 Notes | Liability | ||||||
Debt Instrument | ||||||
Issuance costs | $ 10,400 | |||||
Convertible Senior Notes | 2023 Notes | Additional paid-in capital | ||||||
Debt Instrument | ||||||
Equity component | 266,900 | |||||
Issuance costs | $ 2,800 | |||||
Convertible Senior Notes | 2023 Notes, Partial repurchase | ||||||
Debt Instrument | ||||||
Aggregate principal outstanding | 488,339 | |||||
Debt Instrument, Repurchased Face Amount | $ (488,300) | |||||
Convertible Senior Notes | 2025 Notes | ||||||
Debt Instrument | ||||||
Principal amount | $ 862,500 | |||||
Stated interest rate | 1.125% | |||||
Option to purchase additional amount | $ 112,500 | |||||
Conversion ratio | 6.7433 | |||||
Initial conversion price (in dollars per share) | $ / shares | $ 148.30 | $ 148.30 | ||||
Initial conversion price premium, percent | 27.50% | |||||
Share Price | $ / shares | $ 116.31 | |||||
Effective interest rate | 6.22% | |||||
Convertible senior notes, fair value | $ 1,280,000 | |||||
Aggregate principal outstanding | 862,500 | |||||
Convertible Senior Notes | 2025 Notes | Liability | ||||||
Debt Instrument | ||||||
Issuance costs | $ 6,500 | |||||
Convertible Senior Notes | 2025 Notes | Additional paid-in capital | ||||||
Debt Instrument | ||||||
Equity component | 237,200 | |||||
Issuance costs | $ 2,500 | |||||
Convertible Senior Notes | 2023 Notes and 2025 Notes | ||||||
Debt Instrument | ||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 2,110,000 | |||||
Fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 | Convertible Senior Notes | ||||||
Debt Instrument | ||||||
Trading days threshold | trading_day | 20 | |||||
Consecutive trading days threshold | trading_day | 30 | |||||
Percentage of stock trigger price | 130.00% |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Carrying Amount of the Liability and Equity (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Oct. 31, 2020 | Jun. 05, 2020 |
2023 Notes | ||
Liability component: | ||
Principal amount | $ 776,661 | $ 776,700 |
Unamortized discount | (99,870) | |
Unamortized issuance costs | (3,897) | |
Net carrying amount | 672,894 | |
2023 Notes, Total prior to partial repurchase | ||
Liability component: | ||
Principal amount | 1,265,000 | |
Unamortized discount | (184,336) | |
Unamortized issuance costs | (7,194) | |
Net carrying amount | 1,073,470 | |
2023 Notes, Partial repurchase | ||
Liability component: | ||
Principal amount | 488,339 | |
Unamortized discount | (71,161) | |
Unamortized issuance costs | (2,777) | |
Net carrying amount | $ 414,401 | |
2025 Notes | ||
Liability component: | ||
Principal amount | 862,500 | |
Unamortized discount | (175,741) | |
Unamortized issuance costs | (4,835) | |
Net carrying amount | 681,924 | |
2027 Notes | ||
Liability component: | ||
Principal amount | 1,265,000 | |
Unamortized discount | (331,022) | |
Unamortized issuance costs | (13,483) | |
Net carrying amount | $ 920,495 |
Convertible Senior Notes - Sc_2
Convertible Senior Notes - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Debt Instrument | ||||
Amortization of debt discount and issuance costs | $ 71,655 | $ 59,477 | ||
Convertible Senior Notes | 2023 Notes | ||||
Debt Instrument | ||||
Coupon interest expense | $ 971 | $ 1,581 | 3,726 | 4,743 |
Amortization of debt discount (conversion option) | 8,040 | 12,390 | 30,062 | 36,203 |
Amortization of debt discount and issuance costs | 315 | 484 | 1,174 | 1,414 |
Total interest expense | 9,326 | 14,455 | 34,962 | 42,360 |
Convertible Senior Notes | 2025 Notes | ||||
Debt Instrument | ||||
Coupon interest expense | 2,426 | 2,426 | 7,278 | 7,278 |
Amortization of debt discount (conversion option) | 7,767 | 7,308 | 22,728 | 21,276 |
Amortization of debt discount and issuance costs | 213 | 201 | 624 | 585 |
Total interest expense | 10,406 | 9,935 | 30,630 | 29,139 |
Convertible Senior Notes | 2027 Notes | ||||
Debt Instrument | ||||
Coupon interest expense | 3,558 | 0 | 5,732 | 0 |
Amortization of debt discount (conversion option) | 10,168 | 0 | 16,398 | 0 |
Amortization of debt discount and issuance costs | 414 | 0 | 668 | 0 |
Total interest expense | $ 14,140 | $ 0 | $ 22,798 | $ 0 |
Convertible Senior Notes - Calc
Convertible Senior Notes - Calculation of Gain on Extinguishment of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Jun. 05, 2020 | Oct. 31, 2020 | Oct. 31, 2019 |
Extinguishment of Convertible Senior Notes [Line Items] | |||
Gain from the 2023 Notes Partial Repurchase | $ 6,952 | $ 0 | |
Convertible Senior Notes | 2023 Notes, Partial repurchase | |||
Extinguishment of Convertible Senior Notes [Line Items] | |||
Net carrying amount of the liability component associated with the 2023 Notes Partial Repurchase | $ 414,401 | ||
Less: Cash consideration allocated to the liability component | (407,449) | ||
Gain from the 2023 Notes Partial Repurchase | $ 6,952 |
Convertible Senior Notes - Othe
Convertible Senior Notes - Other Key Terms and Premiums Paid for Capped Calls (Details) - Capped Calls - USD ($) $ / shares in Units, $ in Thousands | Jun. 05, 2020 | Sep. 21, 2018 |
2023 Notes and 2025 Notes | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Initial strike price, subject to certain adjustments (in dollars per share) | $ 148.30 | |
Cap price, subject to certain adjustments (in dollars per share) | $ 232.62 | |
Total premium paid | $ 274,275 | |
2027 Notes | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Initial strike price, subject to certain adjustments (in dollars per share) | $ 255.34 | |
Cap price, subject to certain adjustments (in dollars per share) | $ 378.28 | |
Total premium paid | $ 137,379 |
Stock Compensation Plans (Detai
Stock Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Oct. 31, 2020 | Jan. 31, 2020 | |
Unrecognized compensation cost | |||
Total unrecognized compensation cost | $ 1,155,741 | $ 1,155,741 | |
Additional disclosures | |||
Reversal of stock based compensation previously recognized | $ 10,800 | ||
Options | |||
Shares | |||
Outstanding at the beginning of the period (in shares) | 823,541 | ||
Options exercised (in shares) | (311,856) | ||
Options forfeited and expired (in shares) | (52,104) | ||
Outstanding at the end of the period (in shares) | 459,581 | 459,581 | 823,541 |
Vested and expected to vest at the end of the period (in shares) | 447,014 | 447,014 | |
Exercisable at the end of the period (in shares) | 190,974 | 190,974 | |
Weighted-Average Exercise Price Per Share | |||
Balances at the beginning of the period (in dollars per share) | $ 10.79 | ||
Options exercised (in dollars per share) | 9.90 | ||
Options forfeited and expired (in dollars per share) | 12.94 | ||
Balances at the end of the period (in dollars per share) | $ 11.15 | 11.15 | $ 10.79 |
Vested and expected to vest at the end of the period (in dollars per share) | 11.14 | 11.14 | |
Exercisable at the end of the period (in dollars per share) | $ 10.92 | $ 10.92 | |
Weighted-Average Remaining Contractual Term | |||
Weighted- Average Remaining Contractual Term | 6 years 25 days | 6 years 7 months 9 days | |
Vested and expected to vest at the end of the period | 6 years 7 days | ||
Vested and exercisable at the end of the period | 3 years 6 months 3 days | ||
Aggregate Intrinsic Value | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 118,978 | ||
Options exercised (in dollars) | 45,817 | ||
Outstanding at the end of the period (in dollars) | $ 85,891 | 85,891 | $ 118,978 |
Vested and expected to vest at the end of the period (in dollars) | 83,546 | 83,546 | |
Vested and exercisable at the end of the period (in dollars) | 35,735 | 35,735 | |
Unrecognized compensation cost | |||
Total unrecognized compensation cost related to stock options | $ 25,902 | $ 25,902 | |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 9 months 18 days | ||
RSUs | |||
Number of Shares | |||
Balances at the beginning of the period (in shares) | 13,141,650 | ||
Restricted stock granted (in shares) | 2,177,411 | ||
Restricted stock vested (in shares) | (3,587,192) | ||
Restricted stock forfeited and canceled (in shares) | (1,143,776) | ||
Balances at the end of the period (in shares) | 10,588,093 | 10,588,093 | 13,141,650 |
Restricted stock vested and expected to vest at the end of the period (in shares) | 9,951,791 | 9,951,791 | |
Unrecognized compensation cost | |||
Total unrecognized compensation cost related to other awards | $ 987,500 | $ 987,500 | |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 6 months | ||
Additional disclosures | |||
Weighted-average grant date fair value of awards granted (in dollars per share) | $ 155.42 | ||
PSUs | |||
Number of Shares | |||
Restricted stock granted (in shares) | 318,514 | ||
Performance period | 1 year | ||
Vesting period | 4 years | ||
Unrecognized compensation cost | |||
Total unrecognized compensation cost related to other awards | $ 95,020 | $ 95,020 | |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 2 months 12 days | ||
Additional disclosures | |||
Weighted-average grant date fair value of awards granted (in dollars per share) | $ 205.02 | ||
RSAs | |||
Number of Shares | |||
Balances at the beginning of the period (in shares) | 857,793 | ||
Restricted stock granted (in shares) | 23,475 | ||
Restricted stock vested (in shares) | (344,794) | ||
Restricted stock forfeited and canceled (in shares) | (850) | ||
Balances at the end of the period (in shares) | 535,624 | 535,624 | 857,793 |
Unrecognized compensation cost | |||
Total unrecognized compensation cost related to other awards | $ 47,319 | $ 47,319 | |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year 10 months 24 days | ||
Additional disclosures | |||
Weighted-average grant date fair value of awards granted (in dollars per share) | $ 194.07 | ||
Minimum | PSUs | |||
Number of Shares | |||
Award vesting rights | 0.00% | ||
Maximum | PSUs | |||
Number of Shares | |||
Award vesting rights | 200.00% | ||
Additional award vesting rights | 50.00% |
Stock Compensation Plans (Det_2
Stock Compensation Plans (Details 2) - RSAs | 9 Months Ended |
Oct. 31, 2020shares | |
Stock Compensation Plans | |
Balances at the beginning of the period (in shares) | 857,793 |
RSAs vested | (344,794) |
Balances at the end of the period (in shares) | 535,624 |
Revenues, Accounts Receivable_3
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Disaggregation of Revenue | ||||
Total revenues | $ 558,572 | $ 626,336 | $ 1,484,307 | $ 1,567,744 |
License | ||||
Disaggregation of Revenue | ||||
Total revenues | 240,225 | 373,684 | 565,424 | 855,825 |
Cloud services | ||||
Disaggregation of Revenue | ||||
Total revenues | 144,714 | 80,439 | 382,736 | 212,946 |
Maintenance, professional services and training | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 173,633 | $ 172,213 | $ 536,147 | $ 498,973 |
Revenues, Accounts Receivable_4
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Concentration Risk | ||||
Revenues | $ 558,572 | $ 626,336 | $ 1,484,307 | $ 1,567,744 |
United States | ||||
Concentration Risk | ||||
Revenues | 399,445 | 489,911 | 1,010,951 | 1,154,477 |
International | ||||
Concentration Risk | ||||
Revenues | $ 159,127 | $ 136,425 | $ 473,356 | $ 413,267 |
Revenues, Accounts Receivable_5
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Customer Concentration Risk (Details) - Customer concentration risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2020 | |
Revenues | Customer One | |||||
Concentration Risk | |||||
Concentration risk, percentage | 26.00% | 27.00% | 28.00% | 29.00% | |
Revenues | Customer Two | |||||
Concentration Risk | |||||
Concentration risk, percentage | 15.00% | 30.00% | 15.00% | 23.00% | |
Accounts receivable | Customer One | |||||
Concentration Risk | |||||
Concentration risk, percentage | 23.00% | 27.00% | |||
Accounts receivable | Customer Two | |||||
Concentration Risk | |||||
Concentration risk, percentage | 15.00% | 13.00% |
Revenues, Accounts Receivable_6
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations, Deferred Revenue - Deferred Revenue (Details) - USD ($) $ in Millions | 9 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Recognition of deferred revenue from opening deferred balance | $ 662.7 | $ 534.7 |
Revenues, Accounts Receivable_7
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Remaining Performance Obligations (Details) $ in Millions | Oct. 31, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,710 |
Revenue, Remaining Performance Obligation, Percentage | 61.00% |
Revenues, Accounts Receivable_8
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Remaining Performance Obligation (Details 2) | Oct. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-05-01 | |
Disaggregation of Revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 3,714 | $ (1,855) | $ 3,258 | $ 7,010 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Numerator | ||||
Net loss | $ (201,531) | $ (57,639) | $ (768,432) | $ (313,940) |
Denominator | ||||
Weighted-average common shares outstanding (in shares) | 161,114 | 153,086 | 159,717 | 151,226 |
Less: Weighted-average unvested common shares subject to repurchase or forfeiture (in shares) | (599) | (682) | (719) | (567) |
Weighted-average shares used to compute net loss per share, basic and diluted (in shares) | 160,515 | 152,404 | 158,998 | 150,659 |
Net loss per share | ||||
Net loss per share, basic and diluted (in dollars per share) | $ (1.26) | $ (0.38) | $ (4.83) | $ (2.08) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities (Details) - shares shares in Thousands | 9 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share, amount | 14,822 | 13,887 |
Shares subject to outstanding common stock options | ||
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share, amount | 460 | 1,114 |
Shares subject to outstanding RSUs, PSUs and RSAs | ||
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share, amount | 11,124 | 12,413 |
Employee stock purchase plan | ||
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share, amount | 356 | 360 |
Shares underlying the conversion spread in the convertible senior notes | ||
Potentially dilutive securities | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,882 | 0 |
Net Loss Per Share - Net Loss P
Net Loss Per Share - Net Loss Per Share Conversion Shares (Details) shares in Millions | Oct. 31, 2020shares$ / shares | Oct. 31, 2020$ / shares | Jun. 05, 2020$ / shares | Sep. 21, 2018$ / shares |
Potentially dilutive securities | ||||
Average market price of common stock (in dollars per share) | $ 200.59 | |||
Convertible Senior Notes | ||||
Potentially dilutive securities | ||||
Number of shares potentially converted | shares | 16 | |||
Convertible Senior Notes | 2023 Notes | ||||
Potentially dilutive securities | ||||
Initial conversion price (in dollars per share) | $ 148.30 | 148.30 | $ 148.30 | |
Convertible Senior Notes | 2025 Notes | ||||
Potentially dilutive securities | ||||
Initial conversion price (in dollars per share) | 148.30 | 148.30 | $ 148.30 | |
Convertible Senior Notes | 2027 Notes | ||||
Potentially dilutive securities | ||||
Initial conversion price (in dollars per share) | $ 255.34 | $ 255.34 | $ 255.34 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Dec. 07, 2020 | Nov. 05, 2020 |
Rigor Inc. | ||
Subsequent Event [Line Items] | ||
Percentage of voting interests acquired | 100.00% | |
Purchase price | $ 38 | |
Flowmill Inc. | ||
Subsequent Event [Line Items] | ||
Percentage of voting interests acquired | 100.00% | |
Purchase price | $ 21.6 |