Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Jan. 31, 2022 | Feb. 28, 2022 | Jul. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jan. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BOX | ||
Entity Registrant Name | Box, Inc. | ||
Entity Central Index Key | 0001372612 | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 143,423,689 | ||
Entity Public Float | $ 3.6 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-36805 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-2714444 | ||
Entity Address, Address Line One | 900 Jefferson Ave | ||
Entity Address, City or Town | Redwood City | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94063 | ||
City Area Code | 877 | ||
Local Phone Number | 729-4269 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended January 31, 2022 . | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | San Francisco, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 416,274 | $ 595,082 |
Short-term investments | 170,000 | |
Accounts receivable, net | 256,312 | 228,309 |
Prepaid expenses and other current assets | 27,953 | 16,785 |
Deferred commissions | 46,025 | 39,110 |
Total current assets | 916,564 | 879,286 |
Property and equipment, net | 105,755 | 160,148 |
Operating lease right-of-use assets, net | 172,808 | 194,253 |
Goodwill | 74,466 | 18,740 |
Deferred commissions, non-current | 72,884 | 66,481 |
Other long-term assets | 49,532 | 32,774 |
Total assets | 1,392,009 | 1,351,682 |
Current liabilities: | ||
Accounts payable, accrued expenses and other current liabilities | 58,942 | 32,128 |
Accrued compensation and benefits | 54,705 | 39,123 |
Finance lease liabilities | 41,235 | 49,888 |
Operating lease liabilities | 44,608 | 47,771 |
Deferred revenue | 519,485 | 443,929 |
Total current liabilities | 718,975 | 612,839 |
Debt, net, non-current | 367,463 | 297,614 |
Finance lease liabilities, non-current | 20,836 | 60,351 |
Operating lease liabilities, non-current | 168,192 | 192,531 |
Deferred revenue, non-current | 14,757 | 21,684 |
Other long-term liabilities | 8,993 | 15,598 |
Total liabilities | 1,299,216 | 1,200,617 |
Commitments and contingencies (Note 7) | ||
Series A convertible preferred stock, par value of $0.0001 per share; 500 shares authorized, issued and outstanding as of January 31, 2022 | 487,880 | |
Stockholders' (deficit) equity: | ||
Class A common stock, par value $0.0001 per share; 1,000,000 shares authorized; 145,081 and 159,851 shares issued and outstanding as of January 31, 2022 and 2021, respectively | 15 | 16 |
Additional paid-in capital | 972,020 | 1,473,666 |
Accumulated other comprehensive loss | (4,543) | (938) |
Accumulated deficit | (1,362,579) | (1,321,679) |
Total stockholders' (deficit) equity | (395,087) | 151,065 |
Total liabilities, convertible preferred stock and stockholders' (deficit) equity | $ 1,392,009 | $ 1,351,682 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Jan. 31, 2022$ / sharesshares |
Statement of Financial Position [Abstract] | |
Temporary equity, par value per share | $ / shares | $ 0.0001 |
Temporary equity, shares authorized | 500,000 |
Temporary Equity, Shares Issued | 500,000 |
Temporary equity, shares outstanding | 500,000 |
Class A Common Stock, par value | $ / shares | $ 0.0001 |
Class A Common Stock, shares authorized | 1,000,000,000 |
Class A Common Stock, shares issued | 145,081,000 |
Class A Common Stock, shares outstanding | 145,081,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 874,332 | $ 770,770 | $ 696,264 |
Cost of revenue | 249,484 | 224,738 | 215,577 |
Gross profit | 624,848 | 546,032 | 480,687 |
Operating expenses: | |||
Research and development | 218,523 | 201,262 | 199,750 |
Sales and marketing | 298,635 | 275,742 | 317,615 |
General and administrative | 135,316 | 106,670 | 102,794 |
Total operating expenses | 652,474 | 583,674 | 620,159 |
Loss from operations | (27,626) | (37,642) | (139,472) |
Interest and other expense, net | (9,838) | (4,584) | (3,466) |
Loss before provision for income taxes | (37,464) | (42,226) | (142,938) |
Provision for income taxes | 3,995 | 1,207 | 1,410 |
Net loss | (41,459) | (43,433) | (144,348) |
Dividend on series A convertible preferred stock | (10,911) | ||
Accretion of series A convertible preferred stock | (1,508) | ||
Net loss attributable to common stockholders | $ (53,878) | $ (43,433) | $ (144,348) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.35) | $ (0.28) | $ (0.98) |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 155,598 | 155,849 | 147,762 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (41,459) | $ (43,433) | $ (144,348) |
Other comprehensive loss: | |||
Changes in foreign currency translation adjustment | (4,796) | 411 | (124) |
Changes in unrealized loss on cash flow hedge | 1,191 | (1,042) | (206) |
Other comprehensive loss: | (3,605) | (631) | (330) |
Comprehensive loss | $ (45,064) | $ (44,064) | $ (144,678) |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Series A Convertible Preferred Stock | Common StockClass A Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Balance, Beginning at Jan. 31, 2019 | $ 31,405 | $ 14 | $ 1,165,266 | $ 23 | $ (1,133,898) | ||||
Balance, Beginning, Shares at Jan. 31, 2019 | 144,311,000 | ||||||||
Issuance of common stock under employee equity plans, net of shares withheld for employee payroll taxes | (13,937) | $ 1 | (13,938) | ||||||
Issuance of common stock under employee equity plans, net of shares withheld for employee payroll taxes, (in shares) | 6,300,000 | ||||||||
Stock-based compensation related to stock awards | 149,567 | 149,567 | |||||||
Other comprehensive loss | (330) | (330) | |||||||
Net loss | (144,348) | (144,348) | |||||||
Balance, Ending at Jan. 31, 2020 | 22,357 | $ 15 | 1,300,895 | (307) | (1,278,246) | ||||
Balance, Ending, Shares at Jan. 31, 2020 | 150,611,000 | ||||||||
Issuance of common stock upon stock option exercises | $ (19,904) | $ 1 | (19,905) | ||||||
Issuance of common stock upon stock option exercises (in shares) | 1,994,667 | 9,240,000 | |||||||
Stock-based compensation related to stock awards | $ 151,873 | 151,873 | |||||||
Equity component of convertible senior notes, net of issuance costs | 68,576 | 68,576 | |||||||
Purchase of capped calls related to convertible senior notes | (27,773) | (27,773) | |||||||
Other comprehensive loss | (631) | (631) | |||||||
Net loss | (43,433) | (43,433) | |||||||
Balance, Ending at Jan. 31, 2021 | $ 151,065 | $ 16 | 1,473,666 | (938) | (1,321,679) | ||||
Balance, Ending (ASU 2020-06) at Jan. 31, 2021 | $ (68,017) | $ (68,576) | $ 559 | ||||||
Temporary equity, Ending, Shares at Jan. 31, 2021 | 0 | ||||||||
Balance, Ending, Shares at Jan. 31, 2021 | 159,851,000 | ||||||||
Stock consideration in connection with fiscal 2022 acquisition | $ 10,000 | 10,000 | |||||||
Issuance of common stock under employee equity plans, net of shares withheld for employee payroll taxes | $ (32,009) | $ 1 | (32,010) | ||||||
Issuance of common stock under employee equity plans, net of shares withheld for employee payroll taxes, (in shares) | 7,827,000 | ||||||||
Issuance of common stock upon stock option exercises (in shares) | 886,644 | ||||||||
Stock-based compensation related to stock awards | $ 170,149 | 170,149 | |||||||
Series A convertible preferred stock, net of issuance costs | $ 485,080 | ||||||||
Series A convertible preferred stock, net of issuance costs (in shares) | 500,000 | ||||||||
Dividend and accretion on series A convertible preferred stock | (12,419) | $ 2,800 | (12,419) | ||||||
Repurchases of common stock | (568,792) | $ (2) | (568,790) | ||||||
Repurchases of common stock (in shares) | 22,597,000 | ||||||||
Other comprehensive loss | (3,605) | (3,605) | |||||||
Net loss | (41,459) | (41,459) | |||||||
Balance, Ending at Jan. 31, 2022 | $ (395,087) | $ 15 | $ 972,020 | $ (4,543) | $ (1,362,579) | ||||
Temporary equity, Ending, Shares at Jan. 31, 2022 | 500,000 | 500,000 | |||||||
Temporary equity, Balance at Jan. 31, 2022 | $ 487,880 | $ 487,880 | |||||||
Balance, Ending, Shares at Jan. 31, 2022 | 145,081,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (41,459) | $ (43,433) | $ (144,348) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 78,234 | 75,478 | 59,424 | |
Stock-based compensation expense | 178,974 | 154,292 | 145,988 | |
Amortization of deferred commissions | 45,866 | 36,053 | 25,922 | |
Other | 2,862 | 1,071 | (147) | |
Changes in operating assets and liabilities | ||||
Accounts receivable, net | (27,224) | (18,875) | (34,304) | |
Prepaid expenses and other assets | (16,053) | 6,348 | (7,108) | |
Deferred commissions | (59,240) | (48,041) | (43,962) | |
Operating lease right-of-use assets, net | 41,825 | 40,726 | 35,449 | |
Accounts payable, accrued expenses and other liabilities | 15,325 | (2,824) | (5,951) | |
Operating lease liabilities | (47,389) | (45,725) | (35,058) | |
Deferred revenue | 63,097 | 41,764 | 48,808 | |
Net cash provided by operating activities | 234,818 | 196,834 | 44,713 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of short-term investments | (170,000) | |||
Purchases of property and equipment, net of proceeds from sales | (4,702) | (9,052) | (5,444) | |
Capitalized internal-use software costs | (5,785) | (7,438) | (7,957) | |
Acquisitions, net of cash acquired | (59,395) | |||
Other | 514 | 107 | 105 | |
Net cash used in investing activities | (239,368) | (16,383) | (13,296) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Repurchases of common stock | (561,571) | |||
Proceeds from issuance of convertible debt, net of issuance costs | (478) | 336,375 | ||
Purchase of capped calls related to convertible debt | (27,773) | |||
Proceeds from borrowings, net of borrowing costs | (171) | 30,000 | ||
Principal payments on borrowings | (40,000) | |||
Payments of dividends to preferred stockholders | (9,619) | |||
Proceeds from issuances of common stock under employee equity plans | 25,373 | 28,856 | 29,390 | |
Employee payroll taxes paid related to net settlement of restricted stock units | (57,383) | (48,761) | (43,328) | |
Principal payments of finance lease liabilities | (50,391) | (60,020) | (38,542) | |
Other | (3,701) | (936) | ||
Net cash (used in) provided by financing activities | (172,861) | 218,677 | (53,416) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (1,212) | 797 | (171) | |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (178,623) | 399,925 | (22,170) | |
Cash, cash equivalents, and restricted cash, beginning of period | [1] | 595,511 | 195,586 | 217,756 |
Cash, cash equivalents, and restricted cash, end of period | [1] | 416,888 | 595,511 | 195,586 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest, net of amounts capitalized | 4,690 | 7,481 | 5,549 | |
Cash paid for income taxes, net of tax refunds | 2,009 | 1,472 | 2,835 | |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Increase in finance lease liabilities | 3,501 | $ 31,282 | $ 103,420 | |
Series A Convertible Preferred Stock | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Series A convertible preferred stock, net of issuance costs | $ 485,080 | |||
[1] | Restricted cash is included in prepaid expenses and other current assets for the periods presented. |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Jan. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Description of Business We were incorporated in the state of Washington in April 2005, and were reincorporated in the state of Delaware in March 2008. We changed our name from Box.Net, Inc. to Box, Inc. in November 2011. Box provides a leading cloud content management platform that enables organizations of all sizes to securely manage cloud content while allowing easy, secure access and sharing of this content from anywhere, on any device. Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with U.S. GAAP and include the consolidated accounts of Box, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts reported in our consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. Such reclassifications did not affect total revenues, operating income, or net income. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ from these estimates. Such estimates include, but are not limited to, the fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, timing and costs associated with our asset retirement obligations, the standalone selling price allocation included in contracts with multiple performance obligations, the expected benefit period for deferred commissions, the useful life of capitalized internal-use software costs, the incremental borrowing rate we use to determine our lease liabilities, the valuation of deferred income tax assets, and unrecognized tax benefits, among others. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Revenue Recognition We derive our revenue primarily from three sources: (1) subscription revenue, which is comprised of subscription fees from customers who have access to our content cloud platform which includes routine customer support; (2) revenue from customers purchasing our premier services package; and (3) revenue from professional services such as implementing best practice use cases, project management and implementation consulting services. Revenue is recognized when control of these services is transferred to a customer. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue as we satisfy a performance obligation Subscription and Premier Services Revenues We recognize revenue as we satisfy our performance obligation. Accordingly, due to our subscription model, we recognize revenue for our subscription and premier services ratably over the contract term. We typically invoice our customers at the beginning of the term, in multi-year, annual, quarterly or monthly installments. Our subscription and premier services contracts generally range from one to three years in length, are typically non-cancellable and do not contain refund-type provisions. Revenue is presented net of sales and other taxes we collect on behalf of governmental authorities. Professional Services Professional services are generally billed on a fixed price basis, for which revenue is recognized over time based on the proportion performed. Contracts with Multiple Performance Obligations Our contracts can include multiple performance obligations which may consist of some or all of subscription services, premier services, and professional services. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where services are sold, price lists, our go-to-market strategy, historical standalone sales and contract prices. Deferred Revenue Deferred revenue consists of billings in advance of revenue recognition generated by our subscription services, premier services, and professional services described above. Cost of Revenue Cost of revenue consists primarily of costs related to providing our subscription services to our paying customers, including employee compensation and related expenses for data center operations, customer support and professional services personnel, payments to outside technology service providers, depreciation of servers and equipment, security services and other tools, as well as amortization expense associated with capitalized internally developed software and acquired technology. We allocate overhead such as rent, information technology costs and employee benefit costs to all departments based on headcount. Deferred Commissions Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts are deferred and then amortized on a straight-line basis over a period of benefit that we have estimated to be five years . We determined the period of benefit by taking into consideration the duration of our customer contracts, the life cycles of our technology and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in sales and marketing expenses on the consolidated statements of operations. We deferred sales commissions costs of $ 59.2 million, $ 48.0 million and $ 44.0 million during the years ended January 31, 2022, 2021 and 2020 , respectively, and amortized $ 45.9 million, $ 36.1 million and $ 25.9 million of deferred commissions during the same periods respectively. Certain Risks and Concentrations Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Although we deposit our cash with multiple financial institutions, our deposits, at times, may exceed deposit insurance coverage limits. We sell to a broad range of customers. Our revenue is derived primarily from the United States across a multitude of industries. Accounts receivable are derived from the delivery of our services to customers primarily located in the United States. We accept and settle our accounts receivable using credit cards, electronic payments and checks. A majority of our lower dollar value invoices are settled by credit card on or near the date of the invoice. We do not require collateral from customers to secure accounts receivable. We maintain an allowance for doubtful accounts based upon the expected collectability, which takes into consideration specific customer creditworthiness and current economic trends. We believe collections of our accounts receivable are probable based on the size, industry diversification, financial condition and past transaction history of our customers. As of January 31, 2022 and 2021 , one reseller, which is also a customer, accounted for more than 10 % of total accounts receivable. No single customer represented over 10 % of revenue in the years ended January 31, 2022 and 2021 . One reseller, which is also a customer, represented 10 % of revenue for the year ended January 31, 2020. We serve our customers and users from data center facilities operated by third parties. In order to reduce the risk of down time of our subscription services, we have established data centers and third-party cloud computing and hosting providers in various locations in the United States and abroad. We have internal procedures to restore services in the event of disaster at any one of our current data center facilities. Even with these procedures for disaster recovery in place, our cloud services could be significantly interrupted during the implementation of the procedures to restore services. Geographic Locations For the years ended January 31, 2022, 2021 and 2020 , revenue attributable to customers in the United States was 68 %, 72 % and 75 %, respectively. For the years ended January 31, 2022, 2021 and 2020 revenue attributable to customers in Japan was 18 %, 14 %, and 10 %, respectively. As of January 31, 2022 and 2021 , property and equipment located in the United States was approximately 95 % and 96 %, respectively. Foreign Currency Translation and Transactions The functional currency of our principal foreign subsidiary is the U.S. dollar; for the other foreign subsidiaries, the functional currency is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars for those entities that do not have U.S. dollars as their functional currency are recorded as part of a separate component of the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in the consolidated statements of operations for the period. Monetary assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Translation adjustments were $ 4.5 million and no t material as of January 31, 2022 and 2021 , respectively. We incurred $ 3.7 million in foreign currency transaction losses during the year ended January 31, 2022 , $ 2.5 million in foreign currency transaction gains during the year ended January 31, 2021 and $ 1.1 million in foreign currency transaction losses during the year ended January 31, 2020 . Cash and Cash Equivalents We consider all highly liquid investments with an initial maturity of 90 days or less at the date of purchase to be cash equivalents. We maintain such funds in overnight cash deposits, money market funds, and certificates of deposit. Fair Value of Financial Instruments We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We define fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: • Level 1—Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. • Level 3—Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. Derivative Instruments and Hedging We measure derivative financial instruments at fair value and recognize them as either assets or liabilities on our consolidated balance sheets. We record changes in the fair value of derivative financial instruments designated as cash flow hedges in other comprehensive income (loss). When the hedged transaction affects earnings, we subsequently reclassify the net derivative gain or loss within other comprehensive income (loss) into the same line as the hedged item on the consolidated statements of operations to offset the changes in the hedged transaction. The cash flow effects related to derivative financial instruments designated as cash flow hedges are included within operating activities on our consolidated statements of cash flows. Accounts Receivable and Related Allowance Accounts receivable are recorded at the invoiced amounts and do not bear interest. We maintain an allowance for estimated losses inherent in our accounts receivable portfolio. We assess the collectability of the accounts by taking into consideration the aging of our trade receivables, historical experience, and management judgment. We write off trade receivables against the allowance when management determines a balance is uncollectible and no longer intends to actively pursue collection of the receivable. We record a contract asset when revenue is recognized in advance of invoicing. Contract assets are presented within accounts receivable on the consolidated balance sheets. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years . Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Depreciation commences once the asset is placed in service. Construction in progress is primarily related to the construction or development of property and equipment which have not yet been placed in service for their intended use. Leases We determine whether an arrangement contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To determine whether a contract is or contains a lease, we consider all relevant facts and circumstances to assess whether the customer has both of the following: • The right to obtain substantially all of the economic benefits from use of the identified asset • The right to direct the use of the identified asset We recognize lease liabilities and right-of-use assets at lease commencement. We measure lease liabilities based on the present value of lease payments over the lease term discounted using the rate implicit in the lease when that rate is readily determinable or our incremental borrowing rate. We estimate our incremental borrowing rate based on an analysis of publicly traded debt securities of companies with credit and financial profiles similar to our own and adjust our incremental borrowing rate to reflect the corresponding lease term. We do not include in the lease term options to extend or terminate the lease unless it is reasonably certain that we will exercise any such options. We account for the lease and non-lease components as a single lease component for all our leases. We measure right-of-use assets based on the corresponding lease liabilities adjusted for (i) prepayments made to the lessor at or before the commencement date, (ii) initial direct costs we incur, and (iii) tenant incentives under the lease. We evaluate the recoverability of our right-of-use assets for possible impairment in accordance with our long-lived assets policy. We do not recognize right-of-use assets or lease liabilities for short-term leases, which have a lease term of twelve months or less, and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Operating leases are reflected in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in property and equipment, net, finance lease liabilities, and finance lease liabilities, non-current on our consolidated balance sheets. We begin recognizing rent expense when the lessor makes the underlying asset available to us. We recognize rent expense under our operating leases on a straight-line basis. For finance leases, we record interest expense on the lease liability in addition to amortizing the right-of-use asset (generally straight-line) over the shorter of the lease term or the useful life of the right-of-use asset. Variable lease payments are expensed as incurred and are not included within the lease liabilities and right-of-use assets calculation. We generally recognize sublease income on a straight-line basis over the sublease term. Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Impairment Assessment of Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the years presented. We review goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We have elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If we determine that it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed. The quantitative goodwill impairment test identifies goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of our single reporting unit with its carrying amount. If the fair value exceeds its carrying amount, no further analysis is required; otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. No impairment of goodwill has been identified during the years presented. Acquired finite-lived intangible assets are typically amortized over the estimated useful lives of the assets, which is generally two to seven years . We evaluate the recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any such impairment charges during the years presented. Legal Contingencies From time to time, we are subject to litigation and claims that arise in the ordinary course of business. We investigate litigation and claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Because the results of litigation and claims cannot be predicted with certainty, we base our loss accruals on the best information available at the time. As additional information becomes available, we reassess our potential liability and may revise our estimates. Such revisions could have a material impact on future quarterly or annual results of operations. Research and Development Costs Research and development costs include personnel costs, including stock-based compensation expense, associated with our engineering personnel and consultants responsible for the design, development and testing of the product, depreciation of equipment used in research and development and allocated overhead for facilities, information technology, and employee benefit costs. Internal-Use Software Costs We capitalize costs to develop software for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once an application has reached the development stage, qualifying internal and external costs are capitalized until the application is substantially complete and ready for its intended use. Capitalized qualifying costs are amortized on a straight-line basis when the software is ready for its intended use over an estimated useful life, which is generally three years . Internal-use software costs also include third-party on-premises software, which is amortized over the lesser of five years or the license term. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. We capitalize qualifying implementation costs incurred in a hosting arrangement that is a service contract based on the existing guidance for internally developed software, which is presented as part of our prepaid expenses and other current assets and other long-term assets based on the term of the associated hosting arrangement. Qualifying external and internal costs incurred during the application development stage of implementation are capitalized and costs incurred during the preliminary project and post implementation stages are expensed as incurred. We amortize capitalized qualifying implementation costs on a straight-line basis when the module or component of the hosting arrangement is ready for its intended use over the shorter of (i) the contract term plus the renewal period and (ii) three years. The amortization of capitalized qualifying implementation costs is presented in the same line item as fees for the associated hosting arrangement in the consolidated statements of operations. We test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs for the years ended January 31, 2022, 2021 and 2020 were $ 16.6 million, $ 15.0 million and $ 25.6 million, respectively. Stock-Based Compensation We determine the fair value of stock options and purchase rights issued to employees under our 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan on the date of grant using the Black-Scholes option pricing model, which is impacted by the fair value of our common stock as well as changes in assumptions regarding a number of variables, which include, but are not limited to, the expected common stock price volatility over the term of the awards, the expected term of the awards, risk-free interest rates and the expected dividend yield. We use the market closing price of our Class A common stock as reported on the New York Stock Exchange for the fair value of restricted stock units granted after our IPO. We recognize compensation expense for stock options and restricted stock units, net of estimated forfeitures, on a straight-line basis over the period during which an employee is required to provide services in exchange for the award (generally the vesting period of the award). We estimate future forfeitures at the date of grant and revise the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We recognize compensation expense of purchase rights granted under our 2015 ESPP on a straight-line basis over the offering period. For performance-based restricted stock units that vest based upon continued service and achievement of certain performance conditions established by the board of directors for a predetermined period, the fair value is determined based upon the market closing price of our Class A common stock on the date of the grant; compensation expense is recognized over the requisite service period if it is probable that the performance condition will be satisfied based on the accelerated attribution method. In addition, we have issued performance-based stock options that vest based upon continued service through the vesting term and achievement of certain market conditions established by the Compensation Committee of our board of directors for a predetermined period. We measure stock-based compensation expense for performance-based stock options containing market conditions based on the estimated grant date fair value determined using the Monte Carlo valuation model; we recognize compensation expense for such awards over the requisite service period using the accelerated attribution method. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the temporary differences between the financial statement and tax basis of assets and liabilities using the enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in income tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts we believe are more likely than not to be realized. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon settlement. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by improving consistent application of other areas of Topic 740. We adopted the new standard, effective February 1, 2021 , and the adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . Reference rate reform refers to the global transition away from certain reference rates, such as LIBOR, and to the introduction of new reference rates that are based on a larger and more liquid population of observable transactions. ASU 2020-04 provides temporary optional expedients and exceptions for applying GAAP to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued as a result of reference rate reform. The amendments in this ASU were effective upon issuance and did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 (ASU 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) . The amendments in this update were implemented by the FASB to reduce the number of accounting models for convertible debt instruments. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument is accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. There is no longer a debt discount representing the difference between the carrying value, excluding issuance costs, and the principal of the convertible debt instrument and, as a result, there is no longer interest expense from the amortization of the debt discount over the term of the convertible debt instrument. The amendments in this update also require the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. We early adopted the new standard, effective February 1, 2021 , using the modified retrospective method. The comparative periods presented and disclosed in the year of adoption are based on legacy guidance. Adoption Impact of ASU 2020-06 on the Opening Balance Sheet as of February 1, 2021 In connection with the adoption of ASU 2020-06, we recognized a $ 0.6 million decrease of accumulated deficit, a $ 68.6 million decrease of additional paid-in capital, and a $ 68.0 million increase of debt, net, noncurrent. The adoption of ASU 2020-06 did not have a material effect on our consolidated statements of operations and cash flows. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 instead of fair value on the acquisition date in accordance with Topic 805. We early adopted the new standard, effective November 1, 2021, and the adoption did not have a material impact on our consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3. Revenue Contract Assets Contract assets, which are presented within accounts receivable, were $ 1.1 million as of January 31, 2022 and were no t material as of January 31, 2021. Deferred Revenue Deferred revenue was $ 534.2 million and $ 465.6 million as of January 31, 2022 and 2021, respectively. During the fiscal years ended January 31, 2022 and 2021 , we recognized $ 443.9 million and $ 407.5 million of revenue that was included in the deferred revenue balance as of January 31, 2021 and 2020, respectively. Transaction Price Allocated to the Remaining Performance Obligations As of January 31, 2022 , we had remaining performance obligations for subscription contracts of $ 1.1 billion. We expect to recognize revenue on 61 % of these remaining performance obligations over the next 12 months, with the substantial majority of the remaining balance expected to be recognized within 24 months . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements Cash Equivalents and Short-Term Investments Financial assets subject to the fair value disclosure requirements were as follows (in thousands): January 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 202,446 $ — $ — $ 202,446 January 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 256,861 $ — $ — $ 256,861 As of January 31, 2022 , we had certificates of deposit for a total of $ 170 million with original maturities of more than three months and less than twelve months that are classified as short-term investments in our consolidated balance sheet. Fair Value Measurements of Other Financial Instruments In November 2017, we entered into a secured credit agreement (as amended or otherwise modified from time to time, the November 2017 Facility). As of January 31, 2022 , we had total debt outstanding relating to the November 2017 Facility with a carrying amount of $ 30.0 million. The estimated fair value of the November 2017 Facility, which we have classified as a Level 2 financial instrument, approximates its carrying value. In January 2021, we issued $ 345.0 million aggregate principal amount of 0.00 % convertible senior notes due January 15, 2026 . The fair value of the Notes is determined using observable market prices. The fair value of the Notes, which we have classified as a Level 2 instrument, was $ 413.1 million and $ 348.4 million as of January 31, 2022 and 2021 , respectively. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Jan. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Allowance for Doubtful Accounts Allowance for doubtful accounts, which is presented within accounts receivable, was $ 2.3 million and $ 2.7 million as of January 31, 2022 and 2021, respectively. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): January 31, 2022 2021 Servers and related equipment $ 353,787 $ 352,224 Leasehold improvements 75,981 80,558 Computer hardware 20,935 25,810 Furniture and fixtures 14,421 14,157 Construction in progress 6,324 11,422 Total property and equipment 471,448 484,171 Less: accumulated depreciation ( 365,693 ) ( 324,023 ) Total property and equipment, net $ 105,755 $ 160,148 As of January 31, 2022 , the gross carrying amount of property and equipment included $ 258.8 million of servers and related equipment and construction in progress acquired under finance leases and the accumulated depreciation of property and equipment acquired under these finance leases was $ 196.6 million. As of January 31, 2021 , the gross carrying amount of property and equipment included $ 263.1 million of servers and related equipment and construction in progress acquired under finance leases and the accumulated depreciation of property and equipment acquired under these finance leases was $ 152.5 million. Depreciation expense related to property and equipment was $ 63.9 million, $ 68.1 million and $ 58.2 million for the fiscal years ended January 31, 2022, 2021 and 2020 , respectively. Included in these amounts were depreciation expense for servers and related equipment acquired under finance leases in the amount of $ 51.9 million, $ 54.6 million and $ 43.4 million, for the same periods respectively. Operating Lease Right-of-Use Assets, Net Operating lease right-of-use assets, net consisted of the following (in thousands): January 31, 2022 2021 Operating lease right-of-use assets $ 290,808 $ 270,428 Less: accumulated amortization ( 118,000 ) ( 76,175 ) Operating lease right-of-use assets, net $ 172,808 $ 194,253 Other Long-term Assets Other long-term assets consisted of the following (in thousands): January 31, 2022 2021 Acquired intangible assets, net of amortization (1) $ 17,708 $ — Internally developed software costs, net of amortization (2) (3) 15,576 16,071 On-premises software, net of amortization (4) 3,834 8,749 Other assets, non-current 12,414 7,954 Other long-term assets $ 49,532 $ 32,774 (1) Refer to Note 8 for amortization expense details related to acquired intangible assets. (2) Capitalized stock-based compensation expense, which is included in these amounts, was $ 2.8 million for the years ended January 31, 2022 and 2021 . (3) The accumulated amortization related to internally developed software was $ 16.4 million and $ 7.8 million as of January 31, 2022 and 2021 , respectively. Amortization expense was $ 8.6 million and $ 6.1 million for the years ending January 31, 2022 and 2021 , respectively. (4) The accumulated amortization related to on-premises software was $ 7.0 million and $ 3.4 million as of January 31, 2022 and 2021 , respectively. Amortization expense was $ 3.6 million and $ 3.4 million for the years ending January 31, 2022 and 2021 , respectively. We did not record any material impairment charges related to acquired intangible assets, internally developed software costs, and on-premises software during the periods presented. |
Leases
Leases | 12 Months Ended |
Jan. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 6. Leases We have entered into various non-cancellable operating lease agreements for certain of our offices and data centers with lease periods expiring primarily between fiscal years 2023 and 2029 . Certain of these arrangements have free or escalating rent payment provisions and optional renewal or termination clauses. Our operating leases typically include variable lease payments, which are primarily comprised of common area maintenance and utility charges for our offices and power and network connections for our data centers, that are determined based on actual consumption. Our operating lease agreements do not contain any residual value guarantees, covenants, or other restrictions. We also entered into various finance lease arrangements to obtain servers and related equipment for our data center operations. These agreements are primarily for four years and certain of these arrangements have optional renewal or termination clauses. The leases are secured by the underlying leased servers and related equipment. We sublease certain floors of our Redwood City and London offices. Our current subleases have total lease terms ranging from 11 to 96 months that will expire at various dates by fiscal year 2025 . The components of lease cost, which were included in operating expenses in our consolidated statements of operations, were as follows (in thousands): Year End January 31, 2022 2021 Finance lease cost: Amortization of finance lease right of-use assets $ 51,907 $ 54,630 Interest on finance lease liabilities 3,913 5,753 Operating lease cost, gross 53,052 54,243 Variable lease cost, gross 8,995 9,288 Sublease income ( 10,787 ) ( 10,969 ) Total lease cost (1) $ 107,080 $ 112,945 (1) Short-term lease cost was not material for the periods presented and is not included in the table above . Supplemental cash flow information related to leases was as follows (in thousands): Year End January 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 58,527 $ 59,478 Operating cash flows for finance leases 3,923 6,358 Financing cash flows for finance leases 50,391 60,020 Right-of-use assets obtained in exchange of lease obligations (1) Operating leases $ 20,296 $ 39,267 Finance leases 3,501 31,282 Supplemental information related to the remaining lease term and discount rate was as follows: January 31, 2022 2021 Weighted-average remaining lease term (in years) Operating leases 5.15 5.77 Finance leases 1.56 2.35 Weighted-average discount rate Operating leases 5.09 % 5.27 % Finance leases 4.55 % 4.44 % As of January 31, 2022, maturities of our operating and finance lease liabilities, which do not include short-term leases and variable lease payments, are as follows (in thousands): Fiscal years ending January 31: Operating Leases (1) Finance Leases 2023 $ 54,159 $ 43,371 2024 53,728 19,490 2025 36,477 1,574 2026 32,154 — 2027 30,816 — Thereafter 36,070 — Total lease payments $ 243,404 $ 64,435 Less: imputed interest $ ( 30,604 ) $ ( 2,364 ) Present value of total lease liabilities $ 212,800 $ 62,071 (1) Non-cancellable sublease proceeds for the fiscal years ending January 31, 2023, 2024, and 2025 of $ 8.2 million, $ 2.3 million, and $ 2.1 million, respectively, are not included in the table above. As of January 31, 2022 , we had two operating leases for our office spaces that have not yet commenced. These operating leases have aggregated undiscounted future payments of $ 43.0 million and lease terms ranging from one to ten years . These operating leases will commence in stages during fiscal year 2023, fiscal year 2024, and fiscal year 2025. We did not reflect these operating leases on the consolidated balance sheet as of January 31, 2022 and the tables above. We did no t have any finance leases that have not yet commenced as of January 31, 2022 . We establish assets and liabilities for the present value of estimated future costs to return certain of our leased facilities to their original condition. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs. The present value of our estimated asset retirement obligation for our headquarters facility, which is recorded in other long-term liabilities, was $ 3.6 million and $ 3.1 million as of January 31, 2022 and 2021 , respectively. The accretion expense, which was included in operating expenses in our consolidated statements of operations, was not material for all periods presented. |
Acquisitions
Acquisitions | 12 Months Ended |
Jan. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Note 7. Acquisitions Results of operations for the acquisitions described in this Note have been included in our consolidated statements of operations since the acquisition dates and were not material. Pro forma results of operations for these acquisitions have not been presented because they were also not material to the consolidated results of operations. SignRequest B.V. On February 8, 2021, we completed the acquisition of SignRequest B.V. (SignRequest), an e-signature provider, for total aggregate consideration of $ 54.3 million comprised of a combination of cash and shares of our Class A common stock. Box acquired SignRequest to develop Box Sign, an e-signature capability that will be developed on Sign-Request’s technology and natively integrated into Box. The consideration paid was $ 44.3 million of cash and 550,366 shares of our Class A common stock valued at $ 10.0 million. Under the acquisition method of accounting, the total final purchase price was allocated to SignRequest’s net tangible and intangible assets based upon their estimated fair values as of the acquisition date. Of the total purchase price, $ 43.4 million was allocated to goodwill, $ 14.9 million to the acquired developed technology, $ 2.5 million to deferred tax liability and the remainder to net liabilities assumed which were not material. The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of the acquired developed technology into the Box service. Goodwill is non-deductible for tax purposes. Cloud FastPath On February 16, 2021, we purchased certain assets and assumed certain liabilities of, and hired certain employees from, Cloud FastPath, a cloud-based content migration solution, for total consideration of $ 14.8 million paid in cash. We entered into this agreement with Cloud FastPath to supplement and enhance Box Shuttle, our full-service content migration program. The fair value of the consideration transferred on the date of purchase totaled $ 14.8 million, which consisted of cash consideration of $ 12.4 million and $ 2.4 million which has been held back for fifteen months from the date of purchase as partial security against indemnification obligations. Under the acquisition method of accounting, the total final purchase price was allocated to Cloud FastPath’s net tangible and intangible assets based on their estimated fair values as of the date of purchase. Of the total purchase price, $ 13.2 million was allocated to goodwill, $ 5.8 million to the acquired developed technology, $ 4.8 million to deferred revenue and the remainder to net assets assumed which were not material. The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of the acquired developed technology into the Box service. Goodwill is deductible for tax purposes. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Note 8. Goodwill and Acquired Intangible Assets Goodwill was $ 74.5 million and $ 18.7 million as of January 31, 2022 and 2021, respectively. Goodwill acquired during the year ended January 31, 2022 included the acquisitions of SignRequest and Cloud FastPath described in Note 7 and others, partially offset by the effect of foreign currency translation. We did no t record any goodwill impairment during the years ended January 31, 2022 and 2021. Acquired intangible assets are included in other long-term assets in the consolidated balance sheets. Acquired intangible assets consisted of the following (in thousands): Weighted-Average Remaining Useful Gross Value Accumulated Net Carrying Developed technology 3.31 $ 22,711 $ ( 5,003 ) $ 17,708 Balance as of January 31, 2022 $ 22,711 $ ( 5,003 ) $ 17,708 Acquired intangible assets are amortized on a straight-line basis over the useful life. The net carrying value is partially offset by the effect of foreign currency translation. Acquired intangible assets amortization was $ 5.1 million for the fiscal year ended January 31, 2022 . We did no t record any acquired intangible assets amortization during the fiscal year ended January 31, 2021 . Amortization of acquired developed technology is included in cost of revenue in the consolidated statements of operations. We did no t have any acquired intangible assets as of January 31, 2021. As of January 31, 2022, expected amortization expense for acquired intangible assets was as follows (in thousands): Fiscal years ending January 31: 2023 $ 5,740 2024 5,740 2025 3,423 2026 2,748 Thereafter 57 Total $ 17,708 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Letters of Credit As of January 31, 2022 and 2021 , we had letters of credit in the aggregate amount of $ 18.6 million and $ 27.0 million, respectively, in connection with our operating leases and voluntary disability insurance (VDI) program, which were primarily issued under the available sublimit for the issuance of letters of credit in conjunction with a secured credit agreement as disclosed in Note 10. Purchase Obligations As of January 31, 2022, future payments under non-cancellable contractual purchases, which were not recognized on our consolidated balance sheet relate primarily to infrastructure services and IT software and support services costs, are as follows, shown in accordance with the payment due date (in thousands): Fiscal years ending January 31: 2023 $ 29,732 2024 16,064 2025 139,782 2026 434 2027 263,750 Total $ 449,762 Our contracts for infrastructure services and IT software, which have terms ranging from 2 to 8 years, support our long-term goals of improving gross margin. In addition to the purchase obligations included above, as of January 31, 2022 , we recognized a total of $ 3.3 million related to non-cancellable contractual purchases, which were included in accounts payable, accrued expenses and other current liabilities, and other long-term liabilities on the consolidated balance sheet. $ 3.1 million and $ 0.2 million is due to be paid in the years ending January 31, 2023 and 2024, respectively. Legal Matters From time to time, we are subject to litigation and claims that arise in the ordinary course of business. We investigate litigation and claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Although the results of litigation and claims cannot be predicted with certainty, we believe there was not at least a reasonable possibility that we had incurred a material loss with respect to such loss contingencies as of January 31, 2022. Indemnification We include service level commitments to our customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that we fail to meet those levels. In addition, our customer contracts often include (i) specific obligations that we maintain the availability of the customer’s data through our service and that we secure customer content against unauthorized access or loss, and (ii) indemnity provisions whereby we indemnify our customers for third-party claims asserted against them that result from our failure to maintain the availability of their content or securing the same from unauthorized access or loss. To date, we have not incurred any material costs as a result of such commitments. Our arrangements generally include certain provisions for indemnifying customers against liabilities if our products or services infringe a third party’s intellectual property rights. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any material costs as a result of such obligations and have not accrued any material liabilities related to such obligations in the consolidated financial statements. In addition, we indemnify our officers, directors and certain key employees while they are serving in good faith in their respective capacities. To date, there have been no claims under any indemnification provisions. |
Debt
Debt | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 10. Debt Convertible Senior Notes In January 2021, we issued $ 345.0 million aggregate principal amount of 0.00 % convertible senior notes due January 15, 2026 . The Notes are senior unsecured obligations and do not bear regular interest. Initially, each $ 1,000 principal amount of the Notes was convertible into 38.7665 shares of our Class A common stock, which was equivalent to a conversion price of approximately $ 25.80 per share, subject to adjustment upon the occurrence of specified events. In June 2021, we completed a tender offer as disclosed in Note 11, which triggered an adjustment to the conversion price. Following the adjustment, each $ 1,000 principal amount of the Notes will be convertible into 38.7962 shares of our Class A common stock, which is equivalent to a conversion price of approximately $ 25.78 per share. The Notes are convertible at the option of the holders of the Notes at any time prior to the close of business on the business day immediately preceding October 15, 2025 , only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on April 30, 2021 (and only during such fiscal quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during 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 on each applicable trading day; (2) during the five -business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount 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 Class A common stock and the conversion rate for the Notes on each such trading day; (3) if we call the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after October 15, 2025, holders of the Notes may convert all or any portion of their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Effective February 5, 2021, we have made an irrevocable election to settle the principal portion of the Notes only in cash. Accordingly, upon conversion, we will pay the principal portion in cash and we will pay or deliver, as the case may be, the conversion premium in cash, shares of common stock or a combination of cash and shares of common stock, at our election. We may not redeem the Notes prior to January 20, 2024 . We may redeem for cash all or any portion of the Notes, at our option, on or after January 20, 2024, if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding the redemption date. Upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) prior to the maturity date, subject to certain conditions, holders of the Notes may require us to repurchase all or a portion of the Notes for cash at a repurchase price equal to 100 % of the principal amount of the Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. As of January 31, 2022, the conditions allowing holders of the Notes to convert were not met. The net carrying amount of the Notes consisted of the following (in thousands): January 31, January 31, 2022 2021 Principal $ 345,000 $ 345,000 Unamortized debt discount for conversion option — ( 69,916 ) Unamortized issuance costs ( 7,537 ) ( 7,470 ) Net carrying amount $ 337,463 $ 267,614 Issuance costs are being amortized to interest expense over the term of the Notes using the effective interest rate method. The effective interest rate used to amortize the issuance costs was 0.56 %. For the year ended January 31, 2022 and 2021 , our interest expense recognized related to the Notes was $ 1.9 million and $ 0.6 million, respectively. Capped Calls In connection with the pricing of the Notes, we entered into privately negotiated Capped Calls. The Capped Calls each have a strike price of approximately $ 25.80 per share, subject to certain adjustments, which correspond to the initial conversion price of the Notes. The Capped Calls have initial cap prices of $ 35.58 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 13.4 million shares of our Class A common stock. The Capped Calls are generally intended to reduce or offset the potential dilution to our common stock upon any conversion of the Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The Capped Calls are separate transactions, and not part of the terms of the Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ (deficit) equity and are not accounted for as derivatives. The cost of $ 27.8 million incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital. Line of Credit On November 27, 2017 , we entered into a secured credit agreement (as amended or otherwise modified from time to time, the November 2017 Facility). On July 26, 2021, we entered into Amendment No. 4 to the November 2017 Facility. Pursuant to the terms of the amendment, the maturity date of borrowings under the November 2017 Facility is July 26, 2024 , the revolving commitment is $ 65.0 million, and it provides for a sublimit for the issuance of letters of credit of $ 45.0 million. The revolving loans accrue interest at a LIBOR rate (based on one, three or six-month interest periods) plus a margin ranging from 1.15 % to 1.65 %. The margin is determined based on the senior secured leverage ratio, as defined in the November 2017 Facility. Borrowings under the November 2017 Facility are collateralized by substantially all of our assets. The November 2017 Facility requires us to comply with a maximum leverage ratio and a minimum liquidity requirement. Additionally, the November 2017 Facility contains customary affirmative and negative covenants. As of January 31, 2022 , we had total debt outstanding with a carrying amount of $ 30.0 million and we were in compliance with all financial covenants. In connection with the November 2017 Facility, for the years ended January 31, 2022, 2021 and 2020 , we incurred interest expense of $ 0.8 million, $ 1.1 million, and $ 1.3 million, respectively. Interest expense in connection with the November 2017 Facility includes interest charges for our line of credit, amortization of issuance costs, and unused commitment fees on our line of credit. Derivative Instruments and Hedging In association with our November 2017 Facility, we are required to make variable rate interest payments based on a contractually specified interest rate index (e.g., LIBOR). The variable rate interest payments create interest rate risk as interest payments will fluctuate based on changes in the contractually specified interest rate index over the life of the loan. To minimize our risk exposure due to the volatility of the interest rate index, we entered into an interest rate swap agreement with Wells Fargo Bank, National Association, effective as of September 5, 2019 . This agreement, which is designated as a cash flow hedge, has a maturity of five years . Under the Swap Agreement, we have hedged a portion of the variable interest payments by effectively fixing our interest payments over the term of the agreement. As of January 31, 2022 , our interest rate swap had a notional value of $ 30.0 million. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred stock and Stockholders' Deficit | 12 Months Ended |
Jan. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Redeemable Convertible Preferred stock and Stockholders' Deficit | Note 11. Redeemable Convertible Preferred Stock and Stockholders’ Deficit Common Stock The holder of each share of Class A common stock is entitled to 1 vote per share . As of January 31, 2022 and 2021 , we had authorized 1,000,000,000 shares of Class A common stock, par value of $ 0.0001 per share. 145,080,983 and 159,850,663 shares of Class A common stock were issued and outstanding as of January 31, 2022 and 2021, respectively. Preferred Stock As of January 31, 2022 and 2021 , we had authorized 100,000,000 shares of undesignated preferred stock, par value of $ 0.0001 per share. 500,000 shares of Series A Convertible Preferred Stock were issued and outstanding as of January 31, 2022 . No shares of preferred stock were issued or outstanding as of January 31, 2021. Treasury Stock As of January 31, 2022 and 2021 , we held an aggregate of 3,052,953 shares of common stock as treasury stock. Series A Convertible Preferred Stock On April 7, 2021, we entered into an investment agreement with KKR relating to the issuance and sale of 500,000 shares of our Series A Convertible Preferred Stock, par value $ 0.0001 per share, for an aggregate purchase price of $ 500 million, or $ 1,000 per share. Prior to the consummation of the Issuance and as expressly contemplated by the Investment Agreement, KKR elected to syndicate a portion of the investment to certain investment partners. Each of the KKR-led group agreed to become a “party”, “Permitted Investor Transferee”, and “Investor Party” under the Investment Agreement. The closing of the Issuance occurred on May 12, 2021 (the "Closing Date"). The Series A Preferred Stock rank senior to our Class A common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Box. The Series A Preferred Stock initially have a liquidation preference of $ 1,000 per share. Holders of the Series A Preferred Stock are entitled to a cumulative dividend (the “Dividend”) at the rate of 3.0 % per annum, compounding quarterly, paid-in-kind or paid in cash, at our election. For any quarter in which we elect not to pay the Dividend in cash with respect to a share of Series A Preferred Stock, such Dividend will become part of the liquidation preference of such share, as set forth in the Certificate of Designations designating the Series A Preferred Stock (the “Certificate of Designations”). The Series A Preferred Stock is convertible at the option of the holders thereof at any time into shares of Class A common stock at an initial conversion price of $ 27.00 per share. At any time after the third anniversary of the Closing Date, if the volume weighted average price of our Class A common stock exceeds 200 % of the conversion price set forth in the Certificate of Designations, for at least 20 trading days in any period of 30 consecutive trading days, including the last day of such trading period, at our election, all of the Series A Preferred Stock will be convertible into the applicable number of shares of Class A common stock. Holders of the Series A Preferred Stock are entitled to vote with the holders of our Class A common stock on an as-converted basis. Holders of the Series A Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to our organizational documents that have an adverse effect on the Series A Preferred Stock, authorizations or issuances by us of securities that are senior to, or equal in priority with, the Series A Preferred Stock, increases or decreases in the number of authorized shares of Series A Preferred Stock, and payments of special dividends in excess of an agreed upon amount. At any time following the fifth anniversary of the Closing Date, we may redeem some or all of the Series A Preferred Stock for a per share amount in cash equal to: (i) the sum of (x) 100 % of the then-current liquidation preference thereof, plus (y) all accrued and unpaid dividends, multiplied by (ii) (A) 105 % if the redemption occurs at any time on or after the fifth anniversary of the Closing Date and prior to the sixth anniversary of the Closing Date, (B) 102 % if the redemption occurs at any time on or after the sixth anniversary of the Closing Date and prior to the seventh anniversary of the Closing Date, and (C) 100 % if the redemption occurs at any time on or after the seventh anniversary of the Closing Date. At any time following the seventh anniversary of the Closing Date, each holder of the Series A Preferred Stock will have the right to cause us to redeem, ratably, in whole or, from time to time, in part, the shares of Series A Preferred Stock held by such holder for a per share amount in cash equal to the sum of (x) 100 % of the then-current liquidation preference thereof, plus (y) all accrued and unpaid dividends. Upon prior written notice of certain change of control events involving Box, the shares of the Series A Preferred Stock shall automatically be redeemed by us for a repurchase price equal to the greater of (i) the value of the shares of Series A Preferred Stock as converted into Class A common stock at the then-current conversion price and (ii) an amount in cash equal to 100 % of the then-current liquidation preference thereof plus all accrued but unpaid dividends. In the case of clause (ii) above, we will also be required to pay the holders of the Series A Preferred Stock a “make-whole” premium consisting of dividends that would have otherwise accrued from the effective date of such change of control through the fifth anniversary of the Closing Date. Pursuant to the Investment Agreement, we agreed to increase the size of our board of directors in order to appoint, as of the Closing Date, one individual designated by KKR to our board of directors for a term expiring at the 2023 annual meeting of our stockholders. So long as KKR beneficially owns at least 50 % of the shares of Series A Preferred Stock purchased by KKR at the closing of the Issuance on an as-converted basis, KKR will have the right to designate a director nominee for election to our board of directors. We have applied the guidance in ASC 480‑10‑S99‑3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities and have therefore classified the Series A Preferred Stock as mezzanine equity. The Series A Preferred Stock was recorded outside of stockholders’ deficit because the shares may be redeemed at the option of the holders and that redemption option is not solely within our control. Upon issuance, we recorded the Series A Preferred Stock, net of issuance costs. We have elected to accrete the issuance costs through the date the shares can first be redeemed at the option of the holders, which is the seventh anniversary of the Closing Date using the effective interest rate method. As of January 31, 2022 , we recognized $ 1.5 million of accretion. As of January 31, 2022 , we had paid cash dividends to our Series A Preferred Stockholders in the amount of $ 9.6 million. As of January 31, 2022 , we had accrued dividends of $ 1.3 million on the Series A Preferred Stock. Accrued dividends are recorded against additional paid-in capital due to Box being in an accumulated deficit position. Tender Offer On June 2, 2021, we announced the commencement of a tender offer to purchase up to $ 500 million in value of shares of our Class A common stock, or such lesser number of shares of our Class A common stock as are properly tendered and not properly withdrawn, at a price not less than $ 22.75 nor greater than $ 25.75 per share, to the seller in cash, less any applicable withholding taxes and without interest. On June 30, 2021, we announced the results of the tender offer. We repurchased 9.2 million shares at a price of $ 25.75 for a total amount of $ 238.2 million. Share Repurchase Plan On July 9, 2021, our board of directors authorized a $ 260 million Share Repurchase Plan, utilizing substantially all of the unused portion of the $ 500 million intended for the tender offer to opportunistically repurchase additional shares of our Class A common stock. On November 27, 2021, our board of directors authorized a $ 200 million expansion of the Share Repurchase Plan. As of January 31, 2022 , we had repurchased 13.3 million shares under this plan at a weighted average price of $ 24.61 for a total amount of $ 328.5 million. Refer to Note 17 for information regarding a subsequent expansion of the Share Repurchase Plan, which occurred after January 31, 2022 and authorized up to an additional $ 150 million for repurchase. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jan. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation Employee Equity Plans In January 2015, our board of directors adopted the 2015 Equity Incentive Plan (2015 Plan), which became effective prior to the completion of our initial public offering (IPO). Awards granted under the 2015 Plan may be (i) incentive stock options, (ii) nonstatutory stock options, (iii) restricted stock units, (iv) restricted stock awards or (v) stock appreciation rights, as determined by our board of directors at the time of grant. Generally, our restricted stock units vest over four years and, (a) for employee new hire restricted stock unit grants, twenty-five percent vest one year from the vesting commencement date and continue to vest 1/16th per quarter thereafter; or (b) for employee refresh restricted stock unit grants, 1/16 th per quarter vest from the vesting commencement date . As of January 31, 2022 , 26,828,445 shares were reserved for future issuance under the 2015 Plan. In January 2015, our board of directors adopted the 2015 Employee Stock Purchase Plan (2015 ESPP), which became effective prior to the completion of our IPO. The 2015 ESPP allows eligible employees to purchase shares of our Class A common stock at a discount of up to 15 % through payroll deductions of their eligible compensation, subject to any plan limitations. The 2015 ESPP provides for 24-month offering periods beginning March 16 and September 16 of each year, and each offering period consists of four six-month purchase periods. On each purchase date, eligible employees may purchase our stock at a price per share equal to 85 % of the lesser of (1) the fair market value of our stock on the offering date or (2) the fair market value of our stock on the purchase date. In the event the price is lower on the last day of any purchase price period, in addition to using that price as the basis for that purchase period, the offering period resets and the new lower price becomes the new offering price for a new 24 month offering period. As of January 31, 2022 , 7,278,895 shares were reserved for future issuance under the 2015 ESPP. Stock Options The following table summarizes the stock option activity under the equity incentive plans and related information: Shares Subject to Options Outstanding Weighted- Weighted- Remaining Average Exercise Contractual Life Aggregate Shares Price (Years) Intrinsic Value (in thousands) Balance as of January 31, 2020 8,772,585 $ 9.48 4.27 $ 60,221 Options granted 31,666 12.48 Options exercised ( 1,994,667 ) 5.14 Options forfeited/cancelled ( 192,547 ) 10.73 Balance as of January 31, 2021 6,617,037 $ 10.77 3.77 $ 48,098 Options granted — — Options exercised ( 886,644 ) 4.54 Options forfeited/cancelled ( 3,500 ) 4.63 Balance as of January 31, 2022 5,726,893 $ 11.74 3.04 $ 82,481 Vested and expected to vest as of January 31, 2022 5,668,611 $ 11.65 3.00 $ 82,131 Exercisable as of January 31, 2022 4,561,255 $ 9.59 2.12 $ 75,480 Shares Subject to Options Outstanding Weighted-Average Weighted-Remaining Average Exercise Contractual Life Aggregate Shares Price (Years) Intrinsic Value (in thousands) Balance as of January 31, 2019 Options granted Option exercised Options forfeited/cancelled Balance as of January 31, 2020 Options granted Option exercised Options forfeited/cancelled Balance as of January 31, 2021 Vested and expected to vest as of January 31, 2021 Exercisable as of January 31, 2021 9,096,961 $9.01 4.97 $ 108,731 577,082 19.89 (659,34) 9.05 (242,110) 17.63 8,772,585 $ 9.48 4.27 $ 60,221 31,666 12.48 (1,994,667) 5.14 (192,547) 10.73 6,617,037 $ 10.773.77 $ 48,098 6,554,892 $ 10.68 3.74 $ 48,092 5,348,780 $ 8.59 2.87 $ 47,974 The aggregate intrinsic value of options vested and expected to vest and exercisable as of January 31, 2022 is calculated based on the difference between the exercise price and the current fair value of our common stock. The aggregate intrinsic value of exercised options for the years ended January 31, 2022, 2021 and 2020 was $ 17.9 million, $ 28.0 million, and $ 5.9 million, respectively. The aggregate estimated fair value of stock options granted to employees that vested during the years ended January 31, 2022, 2021 and 2020 was $ 0.8 million, $ 2.3 million, and $ 5.3 million, respectively. There were no options granted to employees during the year ended January 31, 2022. The weighted-average grant date fair value of options granted to employees during the years ended January 31, 2021 and 2020 was $ 5.41 and $ 8.00 per share, respectively. As of January 31, 2022, the unrecognized stock-based compensation expense related to outstanding stock options granted to employees was not material. Stock Options with Market-Based Performance Goals To further align our stockholders’ interests with executive officers’ interests, the Compensation Committee of our board of directors approved and granted performance-based stock options with market-based performance goals under the 2015 Plan to certain executive officers , which are subject to both the achievement of the market-based performance goal established by the Compensation Committee and the continued employment of the participant. These performance-based stock options vest only to the extent that both the market-based performance goal and time-based condition are satisfied. As of January 31, 2022 , t here were 1,375,000 performance-based stock options outstanding. The grant date fair value of these awards was determined using a Monte Carlo valuation model and the related stock-based compensation expense is recognized based on an accelerated attribution method. As of January 31, 2022, the unrecognized stock-based compensation expense related to outstanding performance-based stock options with market-based performance goals was not material. Restricted Stock Units The following table summarizes the restricted stock unit activity under the equity incentive plans and related information: Number of Weighted- Restricted Average Stock Units Grant Date Outstanding Fair Value Unvested balance - January 31, 2020 21,808,107 $ 18.85 Granted 10,702,574 15.81 Vested ( 5,100,239 ) 18.27 Forfeited/cancelled ( 13,079,764 ) 17.87 Unvested balance - January 31, 2021 14,330,678 $ 17.68 Granted 11,357,469 24.26 Vested ( 6,816,896 ) 19.66 Forfeited/cancelled ( 4,030,338 ) 19.39 Unvested balance - January 31, 2022 14,840,913 $ 21.35 er of Weighted- Restricted Average Stock Units Grant Date Outstanding Fair Value Unvested balance - January 31, 2019 18,098,707 $ 19.35 Granted 12,436,586 18.81 Vested, net of shares withheld for employee payroll taxes (4,166,907 ) 19.92 Forfeited/cancelled (4,560,279 ) 19.77 Unvested balance - January 31, 2020 21,808,107 $ 18.85 Granted 10,702,574 15.82 Vested, net of shares withheld for employee payroll taxes (5,100,239 ) 18.28 Forfeited/cancelled (13,079,764 ) 17.87 Unvested balance - January 31, 2021 14,330,678 $ 17.68 As of January 31, 2022 , there was $ 290.3 million of unrecognized stock-based compensation expense related to outstanding restricted stock units granted to employees that is expected to be recognized over a weighted-average period of 2.77 years. Performance-Based Restricted Stock Units We use performance-based incentives for certain employees, including our named executive officers, to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals. Typically, near the beginning of each fiscal year, our Compensation Committee adopts the performance criteria and targets for the incentive compensation plan (Executive Bonus Plan) for that fiscal year, which identifies the plan participants, the performance measures and the associated target levels for each measure, and the potential payouts based on actual performance for the fiscal year. Payouts are made in the form of cash, fully vested restricted stock units, or a combination of both, at the discretion of our Compensation Committee. Based on a review of our actual achievement of the pre-established corporate financial objectives and additional inputs from our Compensation Committee, the Executive Bonus Plan is paid out in the first quarter of the following fiscal year. For the fiscal year 2021 and 2022 Executive Bonus Plans, the pay out was and will be in the form of fully vested restricted stock units. During the year ended January 31, 2022 , we recognized stock-based compensation expense related to the Executive Bonus Plan for fiscal years 2021 and 2022 in the amount of $ 3.2 million and $ 17.1 million, respectively. The unrecognized compensation expense related to the ungranted and unvested Executive Bonus Plan for fiscal year 2022 is $ 3.2 million, based on the expected performance against the pre-established corporate financial objectives as of January 31, 2022, which is expected to be recognized during the first quarter of fiscal year 2023. 2015 ESPP As of January 31, 2022 , there was $ 7.4 million of unrecognized stock-based compensation expense related to the 2015 ESPP that is expected to be recognized over the remaining term of the respective offering periods. Stock-Based Compensation The following table summarizes the components of stock-based compensation expense recognized in the consolidated statements of operations (in thousands): Year Ended January 31, 2022 2021 2020 Cost of revenue $ 20,093 $ 18,936 $ 16,769 Research and development 68,063 61,145 62,565 Sales and marketing 52,547 42,015 38,030 General and administrative 38,271 32,196 28,624 Total stock-based compensation $ 178,974 $ 154,292 $ 145,988 Year Ended January 31, 2021 2020 2019 Cost of revenue $ 18,936 $ 16,769 $ 14,065 Research and development 61,145 62,565 45,189 Sales and marketing 42,015 38,030 36,864 General and administrative 32,196 28,624 23,178 Total stock-based compensation $ 154,292 $ 145,988 $ 119,296 Determination of Fair Value We estimated the fair value of employee stock options and 2015 ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Year Ended January 31, 2022 2021 2020 Employee Stock Options Expected term (in years) N/A 5.8 5.5 – 5.8 Risk-free interest rate N/A 0.6 % 1.8 % Volatility N/A 46 % 45 % Dividend yield N/A 0 % 0 % Employee Stock Purchase Plan Expected term (in years) 0.5 – 2.0 0.5 – 2.0 0.5 – 2.0 Risk-free interest rate 0.1 % – 0.2 % 0.1 % – 0.4 % 1.7 % – 2.5 % Volatility 36 % – 52 % 44 % – 54 % 34 % – 55 % Dividend yield 0 % 0 % 0 % Year Ended January 31, 2021 2020 2019 Employee Stock Options Expected term (in years) 5.8 5.5 – 5.8 5.5 – 5.8 Risk-free interest rate 0.6% 1.8% 2.8% – 3.1% Volatility 46% 45% 45% Dividend yield 0% 0% 0% Employee Stock Purchase Plan Expected term (in years) 0.5 – 2.0 0.5 – 2.0 0.5 – 2.0 Risk-free interest rate 0.1% – 0.4% 1.7% – 2.5% 2.0% – 2.8% Volatility 44% – 54% 34% – 55% 37% – 50% Dividend yield 0% 0% 0% The assumptions used in the Black-Scholes option pricing model were determined as follows: Fair Value of Common Stock. We use the market closing price for our Class A common stock as reported on the New York Stock Exchange to determine the fair value of our common stock at each grant date. Expected Term . The expected term represents the period that our share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms and contractual lives of the options and 2015 ESPP purchase rights. Expected Volatility . We estimate the expected volatility of the stock option grants and 2015 ESPP purchase rights based on the historical volatility of our Class A common stock over a period equivalent to the expected term of the stock option grants and 2015 ESPP purchase rights, respectively. Risk-free Interest Rate . The risk-free rate that we use is based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options and 2015 ESPP purchase rights. Dividend Yield . We have never declared or paid any cash dividends on our Class A common stock and do not plan to pay cash dividends on our Class A common stock in the foreseeable future, and, therefore, use an expected dividend yield of zero . |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Jan. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 13. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): Year Ended January 31, 2022 2021 2020 Numerator: Net loss $ ( 41,459 ) $ ( 43,433 ) $ ( 144,348 ) Dividend on series A convertible preferred stock ( 10,911 ) — — Accretion of series A convertible preferred stock ( 1,508 ) — — Net loss attributable to common stockholders $ ( 53,878 ) $ ( 43,433 ) $ ( 144,348 ) Denominator: Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic and diluted 155,598 155,849 147,762 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.35 ) $ ( 0.28 ) $ ( 0.98 ) The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been antidilutive (in thousands): Year Ended January 31, 2022 2021 2020 Options to purchase common stock 5,189 5,225 7,598 Restricted stock units 16,173 17,029 16,478 Employee stock purchase plan 1,281 1,776 1,820 Shares related to convertible preferred stock 13,561 — — Shares related to the convertible senior notes 147 658 — Total 36,351 24,688 25,896 |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The components of loss before provision for income taxes were as follows (in thousands): Year Ended January 31, 2022 2021 2020 United States $ ( 51,497 ) $ ( 38,928 ) $ ( 104,362 ) Foreign 14,033 ( 3,298 ) ( 38,576 ) Total $ ( 37,464 ) $ ( 42,226 ) $ ( 142,938 ) The components of the provision for income taxes were as follows (in thousands): Year Ended January 31, 2022 2021 2020 Current: Federal $ — $ — $ — State 245 205 196 Foreign 5,660 1,351 1,485 Total $ 5,905 $ 1,556 $ 1,681 Deferred: Federal $ 124 $ 83 $ — State — 4 32 Foreign ( 2,034 ) ( 436 ) ( 303 ) Total $ ( 1,910 ) $ ( 349 ) $ ( 271 ) Provision for income taxes $ 3,995 $ 1,207 $ 1,410 The following is a reconciliation of the difference between the effective income tax rate and the federal statutory rate of 21 % (in thousands): Year Ended January 31, 2022 2021 2020 Tax benefit at federal statutory rate $ ( 7,867 ) $ ( 8,867 ) $ ( 30,017 ) State taxes, net of federal benefit ( 2,766 ) 6,798 ( 3,122 ) Foreign rate difference 1,213 1,676 ( 305 ) Nondeductible expenses 361 675 2,313 Research and development credit ( 5,842 ) ( 6,487 ) ( 6,670 ) Stock-based compensation ( 691 ) 4,942 6,325 Change in reserve for unrecognized tax benefits 5,842 6,487 6,670 Intra-group transfer of intellectual property 1,067 — — Change in valuation allowance, including the effect of tax rate change 31,613 2,301 26,462 Effect of tax rate change on deferred tax assets ( 19,284 ) ( 6,524 ) — Other 349 206 ( 246 ) Total provision for income taxes $ 3,995 $ 1,207 $ 1,410 During the fiscal year ended January 31, 2022, the United Kingdom (UK) passed the Finance Act 2021, which increased the Corporate Income Tax (CIT) rate to 25 % compared to the current rate of 19 %, effective April 2023. As a result, we re-measured our UK deferred tax assets using 25 % and recorded a benefit of $ 19.2 million, which was fully offset by a valuation allowance. The significant components of our deferred tax assets and liabilities were as follows (in thousands): January 31, 2022 2021 Deferred tax assets: Net operating loss carryover $ 262,735 $ 243,820 Accruals and reserves 7,231 7,822 Stock-based compensation 15,103 11,465 Section 59(e) capitalized research and development 27,949 19,485 Depreciation and amortization 11,939 6,618 Operating lease liabilities 51,564 59,455 Tax credit carryover 4,325 4,325 Other 1,216 1,213 Total deferred tax assets 382,062 354,203 Valuation allowance ( 337,929 ) ( 286,659 ) Total deferred tax assets, net of valuation allowance 44,133 67,544 Deferred tax liabilities: Operating lease right-of-use assets, net ( 41,196 ) ( 47,949 ) Convertible debt — ( 17,322 ) Deferred commissions ( 1,059 ) — Goodwill with indefinite life amortization ( 867 ) ( 525 ) Total deferred tax liabilities ( 43,122 ) ( 65,796 ) Net deferred tax assets $ 1,011 $ 1,748 In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result, we have established a full valuation allowance against our U.S. and United Kingdom deferred tax assets to the extent they are not offset by liabilities from uncertain tax positions based on our history of losses. During the years ended January 31, 2022 and 2021, the valuation allowance increased by $ 51.2 million and decreased by $ 15.1 million, respectively. In connection with the adoption of ASU 2020-06, we decreased the gross deferred tax liability in the amount of $ 17.3 million related to the tax effect of amounts no longer separately presented in equity. The net effect of the adjustments to the deferred tax liability was offset with an adjustment to the valuation allowance. As of January 31, 2022, we had federal, state and foreign net operating loss carryforwards of $ 700.2 million, $ 571.2 million and $ 313.0 million, respectively, available to offset future taxable income. The federal net operating loss carryforwards generated prior to fiscal year 2019 will expire at various dates beginning in 2025 , if not utilized. We have federal net operating loss carryforwards of $ 79.0 million, which can be carried forward indefinitely. The state net operating loss carryforwards will expire at various dates beginning in 2023 , if not utilized. The foreign net operating loss carryforwards do not expire. In addition, as of January 31, 2022, we had federal and state research and development tax credit carryforwards of $ 44.9 million and $ 48.6 million, respectively. The federal research and development tax credit carryforwards will expire beginning in 2025 if not utilized. The state research and development tax credit carryforwards do not expire. Utilization of the federal and state net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. In the prior year, we completed a Section 382 ownership change analysis covering the fiscal year 2015 to fiscal year 2022 tax periods, which concluded that our net operating losses are not permanently limited. Subsequent ownership changes may further affect the limitation in future years. We evaluate tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. We believe that we have provided adequate reserves for our income tax uncertainties in all open tax years. A reconciliation of the gross unrecognized tax benefits is as follows (in thousands): Year Ended January 31, 2022 2021 2020 Unrecognized tax benefits—beginning of period $ 77,427 $ 63,560 $ 49,883 Reductions for tax positions related to prior year 40 ( 57 ) ( 10 ) Additions for tax positions related to prior year — 48 — Additions for tax positions related to current year 13,211 13,876 13,687 Unrecognized tax benefits—end of period $ 90,678 $ 77,427 $ 63,560 The gross unrecognized tax benefits, if recognized, would not materially affect the effective tax rate as of January 31, 2022, 2021 and 2020. We do not expect our gross unrecognized tax benefits to change significantly over the next 12 months. Our policy is to classify interest and penalties associated with uncertain tax positions, if any, as a component of our income tax provision. Interest and penalties were not significant during the years ended January 31, 2022, 2021 and 2020. We file tax returns in the U.S. for federal, California, and other states. All tax years remain open to examination for both federal and state purposes as a result of our net operating loss and credit carryforwards. We file tax returns in the United Kingdom and other foreign jurisdictions in which we operate. |
Segments
Segments | 12 Months Ended |
Jan. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | Note 15. Segments Our chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, we have a single reporting segment and operating unit structure. Since we operate in one operating segment, all required segment information can be found in the consolidated financial statements. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Jan. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Plan | Note 16. 401(k) Plan We have a 401(k) Savings Plan (the 401(k) Plan) which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100 % of their eligible compensation, subject to certain limitations. We have not made any material matching contributions to date. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events Share Repurchase Plan On March 14, 2022, our board of directors authorized up to an additional $ 150 million expansion of the Share Repurchase Plan. Under this expansion, shares may be repurchased in open market transactions until the earlier of March 14, 2023, or until $ 150 million of our Class A common stock has been repurchased. Stock Options On March 14, 2022, we issued a net amount of 1.1 million shares of our Class A common stock upon a cashless exercise of stock options granted in April 2012 to Aaron Levie, our co-founder and Chief Executive Officer, prior to their expiration in April 2022 . The weighted-average exercise price was $ 2.91 and the aggregate intrinsic value of exercised options was $ 46.2 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ from these estimates. Such estimates include, but are not limited to, the fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, timing and costs associated with our asset retirement obligations, the standalone selling price allocation included in contracts with multiple performance obligations, the expected benefit period for deferred commissions, the useful life of capitalized internal-use software costs, the incremental borrowing rate we use to determine our lease liabilities, the valuation of deferred income tax assets, and unrecognized tax benefits, among others. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Revenue Recognition | Revenue Recognition We derive our revenue primarily from three sources: (1) subscription revenue, which is comprised of subscription fees from customers who have access to our content cloud platform which includes routine customer support; (2) revenue from customers purchasing our premier services package; and (3) revenue from professional services such as implementing best practice use cases, project management and implementation consulting services. Revenue is recognized when control of these services is transferred to a customer. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue as we satisfy a performance obligation Subscription and Premier Services Revenues We recognize revenue as we satisfy our performance obligation. Accordingly, due to our subscription model, we recognize revenue for our subscription and premier services ratably over the contract term. We typically invoice our customers at the beginning of the term, in multi-year, annual, quarterly or monthly installments. Our subscription and premier services contracts generally range from one to three years in length, are typically non-cancellable and do not contain refund-type provisions. Revenue is presented net of sales and other taxes we collect on behalf of governmental authorities. Professional Services Professional services are generally billed on a fixed price basis, for which revenue is recognized over time based on the proportion performed. Contracts with Multiple Performance Obligations Our contracts can include multiple performance obligations which may consist of some or all of subscription services, premier services, and professional services. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where services are sold, price lists, our go-to-market strategy, historical standalone sales and contract prices. Deferred Revenue Deferred revenue consists of billings in advance of revenue recognition generated by our subscription services, premier services, and professional services described above. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of costs related to providing our subscription services to our paying customers, including employee compensation and related expenses for data center operations, customer support and professional services personnel, payments to outside technology service providers, depreciation of servers and equipment, security services and other tools, as well as amortization expense associated with capitalized internally developed software and acquired technology. We allocate overhead such as rent, information technology costs and employee benefit costs to all departments based on headcount. |
Deferred Commissions | Deferred Commissions Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts are deferred and then amortized on a straight-line basis over a period of benefit that we have estimated to be five years . We determined the period of benefit by taking into consideration the duration of our customer contracts, the life cycles of our technology and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in sales and marketing expenses on the consolidated statements of operations. We deferred sales commissions costs of $ 59.2 million, $ 48.0 million and $ 44.0 million during the years ended January 31, 2022, 2021 and 2020 , respectively, and amortized $ 45.9 million, $ 36.1 million and $ 25.9 million of deferred commissions during the same periods respectively. |
Certain Risks and Concentrations | Certain Risks and Concentrations Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Although we deposit our cash with multiple financial institutions, our deposits, at times, may exceed deposit insurance coverage limits. We sell to a broad range of customers. Our revenue is derived primarily from the United States across a multitude of industries. Accounts receivable are derived from the delivery of our services to customers primarily located in the United States. We accept and settle our accounts receivable using credit cards, electronic payments and checks. A majority of our lower dollar value invoices are settled by credit card on or near the date of the invoice. We do not require collateral from customers to secure accounts receivable. We maintain an allowance for doubtful accounts based upon the expected collectability, which takes into consideration specific customer creditworthiness and current economic trends. We believe collections of our accounts receivable are probable based on the size, industry diversification, financial condition and past transaction history of our customers. As of January 31, 2022 and 2021 , one reseller, which is also a customer, accounted for more than 10 % of total accounts receivable. No single customer represented over 10 % of revenue in the years ended January 31, 2022 and 2021 . One reseller, which is also a customer, represented 10 % of revenue for the year ended January 31, 2020. We serve our customers and users from data center facilities operated by third parties. In order to reduce the risk of down time of our subscription services, we have established data centers and third-party cloud computing and hosting providers in various locations in the United States and abroad. We have internal procedures to restore services in the event of disaster at any one of our current data center facilities. Even with these procedures for disaster recovery in place, our cloud services could be significantly interrupted during the implementation of the procedures to restore services. Geographic Locations For the years ended January 31, 2022, 2021 and 2020 , revenue attributable to customers in the United States was 68 %, 72 % and 75 %, respectively. For the years ended January 31, 2022, 2021 and 2020 revenue attributable to customers in Japan was 18 %, 14 %, and 10 %, respectively. As of January 31, 2022 and 2021 , property and equipment located in the United States was approximately 95 % and 96 %, respectively. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of our principal foreign subsidiary is the U.S. dollar; for the other foreign subsidiaries, the functional currency is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars for those entities that do not have U.S. dollars as their functional currency are recorded as part of a separate component of the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in the consolidated statements of operations for the period. Monetary assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Translation adjustments were $ 4.5 million and no t material as of January 31, 2022 and 2021 , respectively. We incurred $ 3.7 million in foreign currency transaction losses during the year ended January 31, 2022 , $ 2.5 million in foreign currency transaction gains during the year ended January 31, 2021 and $ 1.1 million in foreign currency transaction losses during the year ended January 31, 2020 . |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with an initial maturity of 90 days or less at the date of purchase to be cash equivalents. We maintain such funds in overnight cash deposits, money market funds, and certificates of deposit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We define fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: • Level 1—Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. • Level 3—Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. Derivative Instruments and Hedging We measure derivative financial instruments at fair value and recognize them as either assets or liabilities on our consolidated balance sheets. We record changes in the fair value of derivative financial instruments designated as cash flow hedges in other comprehensive income (loss). When the hedged transaction affects earnings, we subsequently reclassify the net derivative gain or loss within other comprehensive income (loss) into the same line as the hedged item on the consolidated statements of operations to offset the changes in the hedged transaction. The cash flow effects related to derivative financial instruments designated as cash flow hedges are included within operating activities on our consolidated statements of cash flows. |
Accounts Receivable and Related Allowance | Accounts Receivable and Related Allowance Accounts receivable are recorded at the invoiced amounts and do not bear interest. We maintain an allowance for estimated losses inherent in our accounts receivable portfolio. We assess the collectability of the accounts by taking into consideration the aging of our trade receivables, historical experience, and management judgment. We write off trade receivables against the allowance when management determines a balance is uncollectible and no longer intends to actively pursue collection of the receivable. We record a contract asset when revenue is recognized in advance of invoicing. Contract assets are presented within accounts receivable on the consolidated balance sheets. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years . Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Depreciation commences once the asset is placed in service. Construction in progress is primarily related to the construction or development of property and equipment which have not yet been placed in service for their intended use. |
Leases | Leases We determine whether an arrangement contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To determine whether a contract is or contains a lease, we consider all relevant facts and circumstances to assess whether the customer has both of the following: • The right to obtain substantially all of the economic benefits from use of the identified asset • The right to direct the use of the identified asset We recognize lease liabilities and right-of-use assets at lease commencement. We measure lease liabilities based on the present value of lease payments over the lease term discounted using the rate implicit in the lease when that rate is readily determinable or our incremental borrowing rate. We estimate our incremental borrowing rate based on an analysis of publicly traded debt securities of companies with credit and financial profiles similar to our own and adjust our incremental borrowing rate to reflect the corresponding lease term. We do not include in the lease term options to extend or terminate the lease unless it is reasonably certain that we will exercise any such options. We account for the lease and non-lease components as a single lease component for all our leases. We measure right-of-use assets based on the corresponding lease liabilities adjusted for (i) prepayments made to the lessor at or before the commencement date, (ii) initial direct costs we incur, and (iii) tenant incentives under the lease. We evaluate the recoverability of our right-of-use assets for possible impairment in accordance with our long-lived assets policy. We do not recognize right-of-use assets or lease liabilities for short-term leases, which have a lease term of twelve months or less, and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Operating leases are reflected in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in property and equipment, net, finance lease liabilities, and finance lease liabilities, non-current on our consolidated balance sheets. We begin recognizing rent expense when the lessor makes the underlying asset available to us. We recognize rent expense under our operating leases on a straight-line basis. For finance leases, we record interest expense on the lease liability in addition to amortizing the right-of-use asset (generally straight-line) over the shorter of the lease term or the useful life of the right-of-use asset. Variable lease payments are expensed as incurred and are not included within the lease liabilities and right-of-use assets calculation. We generally recognize sublease income on a straight-line basis over the sublease term. |
Business Combinations | Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Impairment Assessment of Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets | Impairment Assessment of Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the years presented. We review goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We have elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If we determine that it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed. The quantitative goodwill impairment test identifies goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of our single reporting unit with its carrying amount. If the fair value exceeds its carrying amount, no further analysis is required; otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. No impairment of goodwill has been identified during the years presented. Acquired finite-lived intangible assets are typically amortized over the estimated useful lives of the assets, which is generally two to seven years . We evaluate the recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any such impairment charges during the years presented. |
Legal Contingencies | Legal Contingencies From time to time, we are subject to litigation and claims that arise in the ordinary course of business. We investigate litigation and claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Because the results of litigation and claims cannot be predicted with certainty, we base our loss accruals on the best information available at the time. As additional information becomes available, we reassess our potential liability and may revise our estimates. Such revisions could have a material impact on future quarterly or annual results of operations. |
Research and Development Costs | Research and Development Costs Research and development costs include personnel costs, including stock-based compensation expense, associated with our engineering personnel and consultants responsible for the design, development and testing of the product, depreciation of equipment used in research and development and allocated overhead for facilities, information technology, and employee benefit costs. |
Internal-Use Software Costs | Internal-Use Software Costs We capitalize costs to develop software for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Once an application has reached the development stage, qualifying internal and external costs are capitalized until the application is substantially complete and ready for its intended use. Capitalized qualifying costs are amortized on a straight-line basis when the software is ready for its intended use over an estimated useful life, which is generally three years . Internal-use software costs also include third-party on-premises software, which is amortized over the lesser of five years or the license term. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. We capitalize qualifying implementation costs incurred in a hosting arrangement that is a service contract based on the existing guidance for internally developed software, which is presented as part of our prepaid expenses and other current assets and other long-term assets based on the term of the associated hosting arrangement. Qualifying external and internal costs incurred during the application development stage of implementation are capitalized and costs incurred during the preliminary project and post implementation stages are expensed as incurred. We amortize capitalized qualifying implementation costs on a straight-line basis when the module or component of the hosting arrangement is ready for its intended use over the shorter of (i) the contract term plus the renewal period and (ii) three years. The amortization of capitalized qualifying implementation costs is presented in the same line item as fees for the associated hosting arrangement in the consolidated statements of operations. We test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs for the years ended January 31, 2022, 2021 and 2020 were $ 16.6 million, $ 15.0 million and $ 25.6 million, respectively. |
Stock-Based Compensation | Stock-Based Compensation We determine the fair value of stock options and purchase rights issued to employees under our 2015 Equity Incentive Plan and 2015 Employee Stock Purchase Plan on the date of grant using the Black-Scholes option pricing model, which is impacted by the fair value of our common stock as well as changes in assumptions regarding a number of variables, which include, but are not limited to, the expected common stock price volatility over the term of the awards, the expected term of the awards, risk-free interest rates and the expected dividend yield. We use the market closing price of our Class A common stock as reported on the New York Stock Exchange for the fair value of restricted stock units granted after our IPO. We recognize compensation expense for stock options and restricted stock units, net of estimated forfeitures, on a straight-line basis over the period during which an employee is required to provide services in exchange for the award (generally the vesting period of the award). We estimate future forfeitures at the date of grant and revise the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We recognize compensation expense of purchase rights granted under our 2015 ESPP on a straight-line basis over the offering period. For performance-based restricted stock units that vest based upon continued service and achievement of certain performance conditions established by the board of directors for a predetermined period, the fair value is determined based upon the market closing price of our Class A common stock on the date of the grant; compensation expense is recognized over the requisite service period if it is probable that the performance condition will be satisfied based on the accelerated attribution method. In addition, we have issued performance-based stock options that vest based upon continued service through the vesting term and achievement of certain market conditions established by the Compensation Committee of our board of directors for a predetermined period. We measure stock-based compensation expense for performance-based stock options containing market conditions based on the estimated grant date fair value determined using the Monte Carlo valuation model; we recognize compensation expense for such awards over the requisite service period using the accelerated attribution method. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the temporary differences between the financial statement and tax basis of assets and liabilities using the enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in income tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts we believe are more likely than not to be realized. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50 % likelihood of being realized upon settlement. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by improving consistent application of other areas of Topic 740. We adopted the new standard, effective February 1, 2021 , and the adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . Reference rate reform refers to the global transition away from certain reference rates, such as LIBOR, and to the introduction of new reference rates that are based on a larger and more liquid population of observable transactions. ASU 2020-04 provides temporary optional expedients and exceptions for applying GAAP to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued as a result of reference rate reform. The amendments in this ASU were effective upon issuance and did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 (ASU 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) . The amendments in this update were implemented by the FASB to reduce the number of accounting models for convertible debt instruments. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument is accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. There is no longer a debt discount representing the difference between the carrying value, excluding issuance costs, and the principal of the convertible debt instrument and, as a result, there is no longer interest expense from the amortization of the debt discount over the term of the convertible debt instrument. The amendments in this update also require the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. We early adopted the new standard, effective February 1, 2021 , using the modified retrospective method. The comparative periods presented and disclosed in the year of adoption are based on legacy guidance. Adoption Impact of ASU 2020-06 on the Opening Balance Sheet as of February 1, 2021 In connection with the adoption of ASU 2020-06, we recognized a $ 0.6 million decrease of accumulated deficit, a $ 68.6 million decrease of additional paid-in capital, and a $ 68.0 million increase of debt, net, noncurrent. The adoption of ASU 2020-06 did not have a material effect on our consolidated statements of operations and cash flows. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 instead of fair value on the acquisition date in accordance with Topic 805. We early adopted the new standard, effective November 1, 2021, and the adoption did not have a material impact on our consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Subject to Fair Value | Financial assets subject to the fair value disclosure requirements were as follows (in thousands): January 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 202,446 $ — $ — $ 202,446 January 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 256,861 $ — $ — $ 256,861 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): January 31, 2022 2021 Servers and related equipment $ 353,787 $ 352,224 Leasehold improvements 75,981 80,558 Computer hardware 20,935 25,810 Furniture and fixtures 14,421 14,157 Construction in progress 6,324 11,422 Total property and equipment 471,448 484,171 Less: accumulated depreciation ( 365,693 ) ( 324,023 ) Total property and equipment, net $ 105,755 $ 160,148 |
Schedule of Operating Lease Right-of-Use Assets, Net | Operating lease right-of-use assets, net consisted of the following (in thousands): January 31, 2022 2021 Operating lease right-of-use assets $ 290,808 $ 270,428 Less: accumulated amortization ( 118,000 ) ( 76,175 ) Operating lease right-of-use assets, net $ 172,808 $ 194,253 |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following (in thousands): January 31, 2022 2021 Acquired intangible assets, net of amortization (1) $ 17,708 $ — Internally developed software costs, net of amortization (2) (3) 15,576 16,071 On-premises software, net of amortization (4) 3,834 8,749 Other assets, non-current 12,414 7,954 Other long-term assets $ 49,532 $ 32,774 (1) Refer to Note 8 for amortization expense details related to acquired intangible assets. (2) Capitalized stock-based compensation expense, which is included in these amounts, was $ 2.8 million for the years ended January 31, 2022 and 2021 . (3) The accumulated amortization related to internally developed software was $ 16.4 million and $ 7.8 million as of January 31, 2022 and 2021 , respectively. Amortization expense was $ 8.6 million and $ 6.1 million for the years ending January 31, 2022 and 2021 , respectively. (4) The accumulated amortization related to on-premises software was $ 7.0 million and $ 3.4 million as of January 31, 2022 and 2021 , respectively. Amortization expense was $ 3.6 million and $ 3.4 million for the years ending January 31, 2022 and 2021 , respectively. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Leases [Abstract] | |
Summary of Components of Lease Cost, Supplemental Cash Flow Information and Supplemental Information Related to Remaining Lease Term and Discount Rate | The components of lease cost, which were included in operating expenses in our consolidated statements of operations, were as follows (in thousands): Year End January 31, 2022 2021 Finance lease cost: Amortization of finance lease right of-use assets $ 51,907 $ 54,630 Interest on finance lease liabilities 3,913 5,753 Operating lease cost, gross 53,052 54,243 Variable lease cost, gross 8,995 9,288 Sublease income ( 10,787 ) ( 10,969 ) Total lease cost (1) $ 107,080 $ 112,945 (1) Short-term lease cost was not material for the periods presented and is not included in the table above . Supplemental cash flow information related to leases was as follows (in thousands): Year End January 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 58,527 $ 59,478 Operating cash flows for finance leases 3,923 6,358 Financing cash flows for finance leases 50,391 60,020 Right-of-use assets obtained in exchange of lease obligations (1) Operating leases $ 20,296 $ 39,267 Finance leases 3,501 31,282 Supplemental information related to the remaining lease term and discount rate was as follows: January 31, 2022 2021 Weighted-average remaining lease term (in years) Operating leases 5.15 5.77 Finance leases 1.56 2.35 Weighted-average discount rate Operating leases 5.09 % 5.27 % Finance leases 4.55 % 4.44 % |
Summary of Maturities of Operating and Finance Lease Liabilities | As of January 31, 2022, maturities of our operating and finance lease liabilities, which do not include short-term leases and variable lease payments, are as follows (in thousands): Fiscal years ending January 31: Operating Leases (1) Finance Leases 2023 $ 54,159 $ 43,371 2024 53,728 19,490 2025 36,477 1,574 2026 32,154 — 2027 30,816 — Thereafter 36,070 — Total lease payments $ 243,404 $ 64,435 Less: imputed interest $ ( 30,604 ) $ ( 2,364 ) Present value of total lease liabilities $ 212,800 $ 62,071 (1) Non-cancellable sublease proceeds for the fiscal years ending January 31, 2023, 2024, and 2025 of $ 8.2 million, $ 2.3 million, and $ 2.1 million, respectively, are not included in the table above. |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets | Acquired intangible assets are included in other long-term assets in the consolidated balance sheets. Acquired intangible assets consisted of the following (in thousands): Weighted-Average Remaining Useful Gross Value Accumulated Net Carrying Developed technology 3.31 $ 22,711 $ ( 5,003 ) $ 17,708 Balance as of January 31, 2022 $ 22,711 $ ( 5,003 ) $ 17,708 |
Schedule of Expected Amortization Expense for Acquired Intangible Assets | As of January 31, 2022, expected amortization expense for acquired intangible assets was as follows (in thousands): Fiscal years ending January 31: 2023 $ 5,740 2024 5,740 2025 3,423 2026 2,748 Thereafter 57 Total $ 17,708 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Payments under Non-cancellable Contractual Purchases | As of January 31, 2022, future payments under non-cancellable contractual purchases, which were not recognized on our consolidated balance sheet relate primarily to infrastructure services and IT software and support services costs, are as follows, shown in accordance with the payment due date (in thousands): Fiscal years ending January 31: 2023 $ 29,732 2024 16,064 2025 139,782 2026 434 2027 263,750 Total $ 449,762 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amounts of Liability and Equity Component of Notes | The net carrying amount of the Notes consisted of the following (in thousands): January 31, January 31, 2022 2021 Principal $ 345,000 $ 345,000 Unamortized debt discount for conversion option — ( 69,916 ) Unamortized issuance costs ( 7,537 ) ( 7,470 ) Net carrying amount $ 337,463 $ 267,614 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity Under Equity Incentive Plans and Related Information | The following table summarizes the stock option activity under the equity incentive plans and related information: Shares Subject to Options Outstanding Weighted- Weighted- Remaining Average Exercise Contractual Life Aggregate Shares Price (Years) Intrinsic Value (in thousands) Balance as of January 31, 2020 8,772,585 $ 9.48 4.27 $ 60,221 Options granted 31,666 12.48 Options exercised ( 1,994,667 ) 5.14 Options forfeited/cancelled ( 192,547 ) 10.73 Balance as of January 31, 2021 6,617,037 $ 10.77 3.77 $ 48,098 Options granted — — Options exercised ( 886,644 ) 4.54 Options forfeited/cancelled ( 3,500 ) 4.63 Balance as of January 31, 2022 5,726,893 $ 11.74 3.04 $ 82,481 Vested and expected to vest as of January 31, 2022 5,668,611 $ 11.65 3.00 $ 82,131 Exercisable as of January 31, 2022 4,561,255 $ 9.59 2.12 $ 75,480 Shares Subject to Options Outstanding Weighted-Average Weighted-Remaining Average Exercise Contractual Life Aggregate Shares Price (Years) Intrinsic Value (in thousands) Balance as of January 31, 2019 Options granted Option exercised Options forfeited/cancelled Balance as of January 31, 2020 Options granted Option exercised Options forfeited/cancelled Balance as of January 31, 2021 Vested and expected to vest as of January 31, 2021 Exercisable as of January 31, 2021 9,096,961 $9.01 4.97 $ 108,731 577,082 19.89 (659,34) 9.05 (242,110) 17.63 8,772,585 $ 9.48 4.27 $ 60,221 31,666 12.48 (1,994,667) 5.14 (192,547) 10.73 6,617,037 $ 10.773.77 $ 48,098 6,554,892 $ 10.68 3.74 $ 48,092 5,348,780 $ 8.59 2.87 $ 47,974 |
Summary of Restricted Stock Unit Activity Under Equity Incentive Plans and Related Information | The following table summarizes the restricted stock unit activity under the equity incentive plans and related information: Number of Weighted- Restricted Average Stock Units Grant Date Outstanding Fair Value Unvested balance - January 31, 2020 21,808,107 $ 18.85 Granted 10,702,574 15.81 Vested ( 5,100,239 ) 18.27 Forfeited/cancelled ( 13,079,764 ) 17.87 Unvested balance - January 31, 2021 14,330,678 $ 17.68 Granted 11,357,469 24.26 Vested ( 6,816,896 ) 19.66 Forfeited/cancelled ( 4,030,338 ) 19.39 Unvested balance - January 31, 2022 14,840,913 $ 21.35 er of Weighted- Restricted Average Stock Units Grant Date Outstanding Fair Value Unvested balance - January 31, 2019 18,098,707 $ 19.35 Granted 12,436,586 18.81 Vested, net of shares withheld for employee payroll taxes (4,166,907 ) 19.92 Forfeited/cancelled (4,560,279 ) 19.77 Unvested balance - January 31, 2020 21,808,107 $ 18.85 Granted 10,702,574 15.82 Vested, net of shares withheld for employee payroll taxes (5,100,239 ) 18.28 Forfeited/cancelled (13,079,764 ) 17.87 Unvested balance - January 31, 2021 14,330,678 $ 17.68 |
Summary of Components of Stock-Based Compensation Expense | The following table summarizes the components of stock-based compensation expense recognized in the consolidated statements of operations (in thousands): Year Ended January 31, 2022 2021 2020 Cost of revenue $ 20,093 $ 18,936 $ 16,769 Research and development 68,063 61,145 62,565 Sales and marketing 52,547 42,015 38,030 General and administrative 38,271 32,196 28,624 Total stock-based compensation $ 178,974 $ 154,292 $ 145,988 |
Summary of Estimated Fair Value of Employee Stock Options and 2015 ESPP | We estimated the fair value of employee stock options and 2015 ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Year Ended January 31, 2022 2021 2020 Employee Stock Options Expected term (in years) N/A 5.8 5.5 – 5.8 Risk-free interest rate N/A 0.6 % 1.8 % Volatility N/A 46 % 45 % Dividend yield N/A 0 % 0 % Employee Stock Purchase Plan Expected term (in years) 0.5 – 2.0 0.5 – 2.0 0.5 – 2.0 Risk-free interest rate 0.1 % – 0.2 % 0.1 % – 0.4 % 1.7 % – 2.5 % Volatility 36 % – 52 % 44 % – 54 % 34 % – 55 % Dividend yield 0 % 0 % 0 % Year Ended January 31, 2021 2020 2019 Employee Stock Options Expected term (in years) 5.8 5.5 – 5.8 5.5 – 5.8 Risk-free interest rate 0.6% 1.8% 2.8% – 3.1% Volatility 46% 45% 45% Dividend yield 0% 0% 0% Employee Stock Purchase Plan Expected term (in years) 0.5 – 2.0 0.5 – 2.0 0.5 – 2.0 Risk-free interest rate 0.1% – 0.4% 1.7% – 2.5% 2.0% – 2.8% Volatility 44% – 54% 34% – 55% 37% – 50% Dividend yield 0% 0% 0% |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts): Year Ended January 31, 2022 2021 2020 Numerator: Net loss $ ( 41,459 ) $ ( 43,433 ) $ ( 144,348 ) Dividend on series A convertible preferred stock ( 10,911 ) — — Accretion of series A convertible preferred stock ( 1,508 ) — — Net loss attributable to common stockholders $ ( 53,878 ) $ ( 43,433 ) $ ( 144,348 ) Denominator: Weighted-average number of shares used to compute net loss per share attributable to common stockholders, basic and diluted 155,598 155,849 147,762 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.35 ) $ ( 0.28 ) $ ( 0.98 ) |
Summary of Weighted Average Outstanding Shares Excluded from Computation of Diluted Net Loss per Share | The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been antidilutive (in thousands): Year Ended January 31, 2022 2021 2020 Options to purchase common stock 5,189 5,225 7,598 Restricted stock units 16,173 17,029 16,478 Employee stock purchase plan 1,281 1,776 1,820 Shares related to convertible preferred stock 13,561 — — Shares related to the convertible senior notes 147 658 — Total 36,351 24,688 25,896 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision For Income | The components of loss before provision for income taxes were as follows (in thousands): Year Ended January 31, 2022 2021 2020 United States $ ( 51,497 ) $ ( 38,928 ) $ ( 104,362 ) Foreign 14,033 ( 3,298 ) ( 38,576 ) Total $ ( 37,464 ) $ ( 42,226 ) $ ( 142,938 ) |
Schedule of Provision For Income Taxes | The components of the provision for income taxes were as follows (in thousands): Year Ended January 31, 2022 2021 2020 Current: Federal $ — $ — $ — State 245 205 196 Foreign 5,660 1,351 1,485 Total $ 5,905 $ 1,556 $ 1,681 Deferred: Federal $ 124 $ 83 $ — State — 4 32 Foreign ( 2,034 ) ( 436 ) ( 303 ) Total $ ( 1,910 ) $ ( 349 ) $ ( 271 ) Provision for income taxes $ 3,995 $ 1,207 $ 1,410 |
Schedule of Reconciliation of The Federal Statutory Income Tax Rate And The Provision For Income Taxes | The following is a reconciliation of the difference between the effective income tax rate and the federal statutory rate of 21 % (in thousands): Year Ended January 31, 2022 2021 2020 Tax benefit at federal statutory rate $ ( 7,867 ) $ ( 8,867 ) $ ( 30,017 ) State taxes, net of federal benefit ( 2,766 ) 6,798 ( 3,122 ) Foreign rate difference 1,213 1,676 ( 305 ) Nondeductible expenses 361 675 2,313 Research and development credit ( 5,842 ) ( 6,487 ) ( 6,670 ) Stock-based compensation ( 691 ) 4,942 6,325 Change in reserve for unrecognized tax benefits 5,842 6,487 6,670 Intra-group transfer of intellectual property 1,067 — — Change in valuation allowance, including the effect of tax rate change 31,613 2,301 26,462 Effect of tax rate change on deferred tax assets ( 19,284 ) ( 6,524 ) — Other 349 206 ( 246 ) Total provision for income taxes $ 3,995 $ 1,207 $ 1,410 |
Schedule of Components of Deferred Tax Assets and Liabilities | The significant components of our deferred tax assets and liabilities were as follows (in thousands): January 31, 2022 2021 Deferred tax assets: Net operating loss carryover $ 262,735 $ 243,820 Accruals and reserves 7,231 7,822 Stock-based compensation 15,103 11,465 Section 59(e) capitalized research and development 27,949 19,485 Depreciation and amortization 11,939 6,618 Operating lease liabilities 51,564 59,455 Tax credit carryover 4,325 4,325 Other 1,216 1,213 Total deferred tax assets 382,062 354,203 Valuation allowance ( 337,929 ) ( 286,659 ) Total deferred tax assets, net of valuation allowance 44,133 67,544 Deferred tax liabilities: Operating lease right-of-use assets, net ( 41,196 ) ( 47,949 ) Convertible debt — ( 17,322 ) Deferred commissions ( 1,059 ) — Goodwill with indefinite life amortization ( 867 ) ( 525 ) Total deferred tax liabilities ( 43,122 ) ( 65,796 ) Net deferred tax assets $ 1,011 $ 1,748 |
Schedule of Reconciliation of Unrecognized Tax Benefit | A reconciliation of the gross unrecognized tax benefits is as follows (in thousands): Year Ended January 31, 2022 2021 2020 Unrecognized tax benefits—beginning of period $ 77,427 $ 63,560 $ 49,883 Reductions for tax positions related to prior year 40 ( 57 ) ( 10 ) Additions for tax positions related to prior year — 48 — Additions for tax positions related to current year 13,211 13,876 13,687 Unrecognized tax benefits—end of period $ 90,678 $ 77,427 $ 63,560 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Feb. 01, 2021USD ($) | Jan. 31, 2022USD ($)Source | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) |
Significant Accounting Policies [Line Items] | ||||
Number of revenue sources | Source | 3 | |||
Sales commission estimated period of amortization on straight-line basis | 5 years | |||
Deferred sales commissions costs | $ 59,200,000 | $ 48,000,000 | $ 44,000,000 | |
Amortized deferred commissions | 45,900,000 | 36,100,000 | 25,900,000 | |
Foreign currency translation adjustments | 4,500,000 | 0 | ||
Foreign currency transaction losses | $ 3,700,000 | 2,500,000 | 1,100,000 | |
Cash and cash equivalents liquid investments original maturity period | 90 days | |||
Goodwill impairment | $ 0 | 0 | ||
Advertising costs | $ 16,600,000 | 15,000,000 | $ 25,600,000 | |
Measured tax percentage of likelihood realized upon settlement | 50.00% | |||
Decrease in accumulated deficit | $ (1,362,579,000) | (1,321,679,000) | ||
Decrease in additional paid-in capital | $ 972,020,000 | $ 1,473,666,000 | ||
ASU 2019-12 | ||||
Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Feb. 1, 2021 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||
ASU 2020-06 | ||||
Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Feb. 1, 2021 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false] | true | |||
Decrease in accumulated deficit | $ 600,000 | |||
Decrease in additional paid-in capital | (68,600,000) | |||
Increase of debt, net, non current | $ 68,000,000 | |||
Credit Concentration Risk | Accounts Receivable | ||||
Significant Accounting Policies [Line Items] | ||||
Number of major customers | one | one | ||
Credit Concentration Risk | Accounts Receivable | Significant Customer | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 10.00% | 10.00% | ||
Customer Concentration Risk | Revenue | ||||
Significant Accounting Policies [Line Items] | ||||
Number of major customers | No | No | One | |
Customer Concentration Risk | Revenue | Significant Customer | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | |
Geographic Concentration Risk | Revenue | United States | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 68.00% | 72.00% | 75.00% | |
Geographic Concentration Risk | Revenue | Japan | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 18.00% | 14.00% | 10.00% | |
Geographic Concentration Risk | Property and Equipment | United States | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 95.00% | 96.00% | ||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 5 years | |||
Period of subscription and premier services contracts | 3 years | |||
Finite-lived intangible assets estimated useful lives | 7 years | |||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 3 years | |||
Period of subscription and premier services contracts | 1 year | |||
Finite-lived intangible assets estimated useful lives | 2 years | |||
Internal-Use Software | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 3 years | |||
Internal-Use Software Costs Include On-Premises Software | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 5 years |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 0 | $ 1,100,000 | |
Deferred revenue | 465,600,000 | 534,200,000 | |
Deferred revenue, revenue recognized out of beginning balance | $ 443,900,000 | $ 407,500,000 | |
Remaining performance obligation, revenue expected to be recognized | $ 1,100,000,000 | ||
Revenue remaining performance obligation, percentage | 61.00% |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) | Jan. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-02-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-02-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Subject to Fair Value (Details) - Recurring - Money Market Funds - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 202,446 | $ 256,861 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 202,446 | $ 256,861 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Jul. 26, 2021 | Jan. 31, 2021 | Jan. 31, 2022 |
Derivative [Line Items] | |||
Certificates of deposit | $ 170 | ||
November 2017 Facility | Secured Debt | Wells Fargo Bank | |||
Derivative [Line Items] | |||
Debt instrument maturity date | Jul. 26, 2024 | ||
November 2017 Facility | Revolving Credit Facility | Secured Debt | Wells Fargo Bank | |||
Derivative [Line Items] | |||
Total debt outstanding with carrying amount | 30 | ||
0.00% Convertible Notes Due 2026 | Senior Notes | |||
Derivative [Line Items] | |||
Debt instrument interest rate stated percentage | 0.00% | ||
Debt instrument maturity date | Jan. 15, 2026 | ||
Debt instrument, principal amount | $ 345 | ||
0.00% Convertible Notes Due 2026 | Senior Notes | Level 2 | |||
Derivative [Line Items] | |||
Convertible senior notes, fair value | $ 348.4 | $ 413.1 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Property Plant And Equipment [Line Items] | |||
Allowance for doubtful accounts receivable | $ 2.3 | $ 2.7 | |
Accumulated depreciation of property and equipment acquired under finance lease | 196.6 | 152.5 | |
Depreciation expense | 63.9 | 68.1 | $ 58.2 |
Servers and related equipment | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | 51.9 | 54.6 | $ 43.4 |
Servers and Related Equipment and Construction in Progress | |||
Property Plant And Equipment [Line Items] | |||
Gross amount of property and equipment acquired under finance lease | $ 258.8 | $ 263.1 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 471,448 | $ 484,171 |
Less: accumulated depreciation | (365,693) | (324,023) |
Total property and equipment, net | 105,755 | 160,148 |
Servers and related equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 353,787 | 352,224 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 75,981 | 80,558 |
Computer hardware | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 20,935 | 25,810 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 14,421 | 14,157 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 6,324 | $ 11,422 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Operating Lease Right-of-Use Assets, Net (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Operating lease right-of-use assets | $ 290,808 | $ 270,428 |
Less: accumulated amortization | (118,000) | (76,175) |
Operating lease right-of-use assets, net | $ 172,808 | $ 194,253 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Other Long-Term Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Acquired intangible assets, net of amortization | [1] | $ 17,708 | |
Internally developed software costs, net of amortization | [2],[3] | 15,576 | $ 16,071 |
Other assets, non-current | 12,414 | 7,954 | |
Other long-term assets | 49,532 | 32,774 | |
On-premises software | |||
Property Plant And Equipment [Line Items] | |||
Internally developed software costs, net of amortization | [4] | $ 3,834 | $ 8,749 |
[1] | Refer to Note 8 for amortization expense details related to acquired intangible assets. | ||
[2] | Capitalized stock-based compensation expense, which is included in these amounts, was $ 2.8 million for the years ended January 31, 2022 and 2021 . | ||
[3] | The accumulated amortization related to internally developed software was $ 16.4 million and $ 7.8 million as of January 31, 2022 and 2021 , respectively. Amortization expense was $ 8.6 million and $ 6.1 million for the years ending January 31, 2022 and 2021 , respectively. | ||
[4] | The accumulated amortization related to on-premises software was $ 7.0 million and $ 3.4 million as of January 31, 2022 and 2021 , respectively. Amortization expense was $ 3.6 million and $ 3.4 million for the years ending January 31, 2022 and 2021 , respectively. |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Other Long-Term Assets (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Capitalized stock-based compensation expenses | $ 2.8 | $ 2.8 |
On-premises software | ||
Property Plant And Equipment [Line Items] | ||
Accumulated amortization of capitalized software costs | 7 | 3.4 |
Amortization expense related to capitalized software | 3.6 | 3.4 |
Internally Developed Software | ||
Property Plant And Equipment [Line Items] | ||
Accumulated amortization of capitalized software costs | 16.4 | 7.8 |
Amortization expense related to capitalized software | $ 8.6 | $ 6.1 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended | |
Jan. 31, 2022USD ($)Lease | Jan. 31, 2021USD ($) | |
Lessee Lease Description [Line Items] | ||
Finance lease agreements term | 4 years | |
Sublease expiration year | 2025 | |
Undiscounted future payments | $ 43,000,000 | |
Operating lease not yet commenced, description | As of January 31, 2022, we had two operating leases for our office spaces that have not yet commenced. | |
Operating leases, not yet commenced | Lease | 2 | |
Financing lease not yet commenced, description | We did not have any finance leases that have not yet commenced as of January 31, 2022. | |
Finance leases, not yet commenced | $ 0 | |
Other Long-term Liabilities | ||
Lessee Lease Description [Line Items] | ||
Asset retirement obligation | $ 3,600,000 | $ 3,100,000 |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Operating lease expiration year | 2023 | |
Total lease term of sublease arrangement | 11 months | |
Operating lease term | 1 year | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Operating lease expiration year | 2029 | |
Total lease term of sublease arrangement | 96 months | |
Operating lease term | 10 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost Included In Operating Expenses in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | ||
Finance lease cost: | |||
Amortization of finance lease right-of-use assets | $ 51,907 | $ 54,630 | |
Interest on finance lease liabilities | 3,913 | 5,753 | |
Operating lease cost, gross | 53,052 | 54,243 | |
Variable lease cost, gross | 8,995 | 9,288 | |
Sublease income | (10,787) | (10,969) | |
Total lease cost | [1] | $ 107,080 | $ 112,945 |
[1] | Short-term lease cost was not material for the periods presented and is not included in the table above |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows for operating leases | $ 58,527 | $ 59,478 | |
Operating cash flows for finance leases | 3,923 | 6,358 | |
Financing cash flows for finance leases | 50,391 | 60,020 | $ 38,542 |
Right-of-use assets obtained in exchange of lease obligations | |||
Operating leases | 20,296 | 39,267 | |
Finance leases | $ 3,501 | $ 31,282 | $ 103,420 |
Leases - Summary of Information
Leases - Summary of Information Related to Remaining Lease Term and Discount Rate (Details) | Jan. 31, 2022 | Jan. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term, Operating leases (in years) | 5 years 1 month 24 days | 5 years 9 months 7 days |
Weighted average remaining lease term, Finance leases (in years) | 1 year 6 months 21 days | 2 years 4 months 6 days |
Weighted average discount rate, Operating leases | 5.09% | 5.27% |
Weighted average discount rate, Finance leases | 4.55% | 4.44% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating and Finance Lease Liabilities (Details) $ in Thousands | Jan. 31, 2022USD ($) | |
Leases [Abstract] | ||
Operating Leases, 2023 | $ 54,159 | [1] |
Operating Leases, 2024 | 53,728 | [1] |
Operating Leases, 2025 | 36,477 | [1] |
Operating Leases, 2026 | 32,154 | [1] |
Operating Leases, 2027 | 30,816 | [1] |
Operating Leases, Thereafter | 36,070 | [1] |
Operating Leases, Total lease payments | 243,404 | [1] |
Less: Operating Leases imputed interest | (30,604) | [1] |
Operating Leases, Present value of total lease liabilities | 212,800 | [1] |
Finance Leases, 2023 | 43,371 | |
Finance Leases, 2024 | 19,490 | |
Finance Leases, 2025 | 1,574 | |
Finance Leases, Total lease payments | 64,435 | |
Less: Finance Leases imputed interest | (2,364) | |
Finance Leases, Present value of total lease liabilities | $ 62,071 | |
[1] | Non-cancellable sublease proceeds for the fiscal years ending January 31, 2023, 2024, and 2025 of $ 8.2 million, $ 2.3 million, and $ 2.1 million, respectively, are not included in the table above. |
Leases - Summary of Maturitie_2
Leases - Summary of Maturities of Operating and Finance Lease Liabilities (Parenthetical) (Details) $ in Millions | Jan. 31, 2022USD ($) |
Leases [Abstract] | |
Non-cancellable sublease proceeds for the year ending January 31, 2023 | $ 8.2 |
Non-cancellable sublease proceeds for the year ending January 31, 2024 | 2.3 |
Non-cancellable sublease proceeds for the year ending January 31, 2025 | $ 2.1 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Feb. 16, 2021 | Feb. 08, 2021 | Jan. 31, 2022 | Jan. 31, 2021 |
Business Acquisition [Line Items] | ||||
Total purchase price allocated to goodwill | $ 74,466 | $ 18,740 | ||
SignRequest | ||||
Business Acquisition [Line Items] | ||||
Total aggregate consideration | $ 54,300 | |||
Cash consideration transferred | $ 44,300 | |||
Consideration transferred, shares of common stock | 550,366 | |||
Consideration transferred, common stock value | $ 10,000 | |||
Total purchase price allocated to goodwill | 43,400 | |||
Total purchase price allocated to acquired developed technology | 14,900 | |||
Total purchase price allocated to deferred tax liability | $ 2,500 | |||
Cloud FastPath | ||||
Business Acquisition [Line Items] | ||||
Total aggregate consideration | $ 14,800 | |||
Cash consideration transferred | 12,400 | |||
Total purchase price allocated to goodwill | 13,200 | |||
Total purchase price allocated to acquired developed technology | 5,800 | |||
Cash held in escrow | 2,400 | |||
Total purchase price allocated to deferred revenue | $ 4,800 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | $ 74,466,000 | $ 18,740,000 |
Goodwill impairment | 0 | 0 |
Acquired intangible assets | 17,708,000 | 0 |
Cost of Revenue | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets amortization | $ 5,100,000 | $ 0 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets - Summary of Acquired Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Value | $ 22,711,000 | |
Accumulated Amortization | (5,003,000) | |
Net Carrying Value | 17,708,000 | $ 0 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Value | 22,711,000 | |
Accumulated Amortization | (5,003,000) | |
Net Carrying Value | $ 17,708,000 | |
Weighted-Average Remaining Useful Life (Years) | 3 years 3 months 21 days |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets - Schedule of Expected Amortization Expense for Acquired Intangible Assets (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 5,740,000 | |
2024 | 5,740,000 | |
2025 | 3,423,000 | |
2026 | 2,748,000 | |
Thereafter | 57,000 | |
Net Carrying Value | $ 17,708,000 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||
Purchase obligation | $ 449,762 | |
Purchase obligation, due to be paid in 2023 | 29,732 | |
Purchase obligation, due to be paid in 2024 | $ 16,064 | |
Minimum | ||
Commitments And Contingencies [Line Items] | ||
Purchase obligation term | 2 years | |
Maximum | ||
Commitments And Contingencies [Line Items] | ||
Purchase obligation term | 8 years | |
Accounts Payable Accrued Expenses and Other Current Liabilities and Other Long Term Liabilities | ||
Commitments And Contingencies [Line Items] | ||
Purchase obligation | $ 3,300 | |
Purchase obligation, due to be paid in 2023 | 3,100 | |
Purchase obligation, due to be paid in 2024 | 200 | |
November 2017 Facility | Wells Fargo Bank | Secured Debt | Letters of Credit | ||
Commitments And Contingencies [Line Items] | ||
Letters of credit facility | $ 18,600 | $ 27,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Payments under Non-cancellable Contractual Purchases (Details) $ in Thousands | Jan. 31, 2022USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2023 | $ 29,732 |
2024 | 16,064 |
2025 | 139,782 |
2026 | 434 |
2027 | 263,750 |
Purchase Obligations | $ 449,762 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jul. 26, 2021USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Nov. 27, 2017 | Jan. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2022USD ($)TradingDay$ / sharesshares | Jan. 31, 2021USD ($)$ / shares | Jan. 31, 2020USD ($) |
Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Derivative, Notional Amount | $ 30,000,000 | ||||||
Derivative, effective date | Sep. 5, 2019 | ||||||
Derivative, maturity period | 5 years | ||||||
November 2017 Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, interest expense | $ 800,000 | $ 1,100,000 | $ 1,300,000 | ||||
Convertible Senior Notes | 0.00% Convertible Senior Notes Due January 15, 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | ||||
Debt instrument interest rate stated percentage | 0.00% | 0.00% | |||||
Debt instrument due date | Jan. 15, 2026 | ||||||
Principal amount of notes used in conversion rate | $ 1,000 | $ 1,000 | |||||
Initial conversion rate per $1,000 principal amount of notes | shares | 38.7665 | ||||||
Initial conversion price per share of common stock | $ / shares | $ 25.80 | $ 25.80 | |||||
Debt instrument, convertible, latest date | Oct. 15, 2025 | ||||||
Debt instrument, effective interest rate | 0.56% | ||||||
Interest expense, debt | $ 1,900,000 | $ 600,000 | |||||
Strike price | $ / shares | 25.80 | ||||||
Initial cap prices | $ / shares | 35.58 | ||||||
Common stock shares covered under capped call transactions | shares | 13,400,000 | ||||||
Cost of purchased capped calls | $ 27,800,000 | ||||||
Total debt outstanding with carrying amount | $ 267,614,000 | $ 337,463,000 | $ 267,614,000 | ||||
Convertible Senior Notes | 0.00% Convertible Senior Notes Due January 15, 2026 | Tender Offer | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of notes used in conversion rate | $ 1,000 | ||||||
Initial conversion rate per $1,000 principal amount of notes | shares | 38.7962 | ||||||
Initial conversion price per share of common stock | $ / shares | $ 25.78 | ||||||
Convertible Senior Notes | 0.00% Convertible Senior Notes Due January 15, 2026 | Debt Instrument, Redemption, Period On or After January 20, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, threshold trading days | TradingDay | 20 | ||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDay | 30 | ||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | ||||||
Debt instrument, redemption period, start date | Jan. 20, 2024 | ||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100.00% | ||||||
Convertible Senior Notes | 0.00% Convertible Senior Notes Due January 15, 2026 | Debt Instrument, Convertible, Terms of Conversion Feature, Circumstances One | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, threshold trading days | TradingDay | 20 | ||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDay | 30 | ||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | ||||||
Convertible Senior Notes | 0.00% Convertible Senior Notes Due January 15, 2026 | Debt Instrument, Convertible, Terms of Conversion Feature, Circumstances Two | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, threshold consecutive trading days | TradingDay | 5 | ||||||
Debt instrument, convertible, threshold maximum percentage of product of last reported sale price of common stock | 98.00% | ||||||
Secured Debt | November 2017 Facility | Wells Fargo Bank | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument due date | Jul. 26, 2024 | ||||||
Secured Debt | November 2017 Facility | Revolving Credit Facility | Wells Fargo Bank | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, termination date | Nov. 27, 2017 | ||||||
Line of credit facility, maximum borrowing capacity | $ 65,000,000 | ||||||
Total debt outstanding with carrying amount | $ 30,000,000 | ||||||
Secured Debt | November 2017 Facility | Revolving Credit Facility | Wells Fargo Bank | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, floating interest rate | 1.65% | ||||||
Secured Debt | November 2017 Facility | Revolving Credit Facility | Wells Fargo Bank | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, floating interest rate | 1.15% | ||||||
Secured Debt | November 2017 Facility | Letters of Credit | Wells Fargo Bank | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity sublimit | $ 45,000,000 |
Debt - Schedule of Net Carrying
Debt - Schedule of Net Carrying Amounts of Liability Component of Notes (Details) - 0.00% Convertible Senior Notes Due January 15, 2026 - Convertible Senior Notes - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt instrument, principal amount | $ 345,000,000 | $ 345,000,000 |
Unamortized debt discount for conversion option | (69,916,000) | |
Unamortized issuance costs | (7,537,000) | (7,470,000) |
Net carrying amount | $ 337,463,000 | $ 267,614,000 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Deficit - Additional Information (Details) - USD ($) | Jun. 30, 2021 | Jun. 02, 2021 | May 12, 2021 | Apr. 07, 2021 | Jan. 31, 2022 | Mar. 14, 2022 | Nov. 27, 2021 | Jul. 09, 2021 | Jan. 31, 2021 |
Class Of Stock [Line Items] | |||||||||
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Common Stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, shares issued | 145,081,000 | 159,851,000 | |||||||
Common Stock, shares outstanding | 145,081,000 | 159,851,000 | |||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||||||
Shares issued, par value | $ 0.0001 | $ 0.0001 | |||||||
Series A convertible preferred stock issued | 500,000 | 0 | |||||||
Series A convertible preferred stock outstanding | 500,000 | 0 | |||||||
Treasury Stock, shares | 3,052,953 | 3,052,953 | |||||||
Class A Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, voting rights | 1 vote per share | ||||||||
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Common Stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, shares issued | 145,080,983 | 159,850,663 | |||||||
Common Stock, shares outstanding | 145,080,983 | 159,850,663 | |||||||
Percentage of redemption of preferred stock liquidation preference | 100.00% | ||||||||
Class A Common Stock | Tender Offer | |||||||||
Class Of Stock [Line Items] | |||||||||
Authorized purchase amount | $ 500,000,000 | ||||||||
Purchase price per share | $ 25.75 | ||||||||
Shares repurchased | 9,200,000 | ||||||||
Shares repurchased amount | $ 238,200,000 | ||||||||
Class A Common Stock | Tender Offer | Minimum | |||||||||
Class Of Stock [Line Items] | |||||||||
Purchase price per share | $ 22.75 | ||||||||
Class A Common Stock | Tender Offer | Maximum | |||||||||
Class Of Stock [Line Items] | |||||||||
Purchase price per share | $ 25.75 | ||||||||
Class A Common Stock | Share Repurchase Plan | |||||||||
Class Of Stock [Line Items] | |||||||||
Authorized purchase amount | $ 200,000,000 | $ 500,000,000 | |||||||
Purchase price per share | $ 24.61 | ||||||||
Shares repurchased | 13,300,000 | ||||||||
Shares repurchased amount | $ 328,500,000 | ||||||||
Remaining authorized purchase amount | $ 260,000,000 | ||||||||
Class A Common Stock | Share Repurchase Plan | Subsequent Event | |||||||||
Class Of Stock [Line Items] | |||||||||
Authorized purchase amount | $ 150,000,000 | ||||||||
Series A Convertible Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Temporary equity accretion of redemption interest | 1,500,000 | ||||||||
Cash dividends paid | 9,600,000 | ||||||||
Accrued divided | $ 1,300,000 | ||||||||
Series A Convertible Preferred Stock | KKR | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares issued, par value | $ 0.0001 | ||||||||
Issuance and sale, number of shares | 500,000 | ||||||||
Aggregate purchase price | $ 500,000,000 | ||||||||
Sale price per share | $ 1,000 | ||||||||
Sale of stock closing date | May 12, 2021 | ||||||||
Series A Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock, liquidation preference | $ 1,000 | ||||||||
Percentage of cash dividend payable on preferred stock | 3.00% | ||||||||
Initial conversion price of preferred stock per share of common stock | $ 27 | ||||||||
Percentage of volume weighted average price of common stock | 200.00% | ||||||||
Percentage of redemption of preferred stock liquidation preference | 100.00% | ||||||||
Series A Preferred Stock | Fifth Anniversary of Closing Date | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of multiplied by redemption of preferred stock liquidation preference | 105.00% | ||||||||
Series A Preferred Stock | Sixth Anniversary of Closing Date | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of multiplied by redemption of preferred stock liquidation preference | 102.00% | ||||||||
Series A Preferred Stock | Seventh Anniversary of Closing Date | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of redemption of preferred stock liquidation preference | 100.00% | ||||||||
Percentage of multiplied by redemption of preferred stock liquidation preference | 100.00% | ||||||||
Series A Preferred Stock | KKR | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of beneficially owns closing the issuance of converted basis | 50.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate intrinsic value of exercised options | $ 17,900 | $ 28,000 | $ 5,900 |
Aggregate estimated fair value of stock options granted to employees vested | $ 800 | $ 2,300 | $ 5,300 |
Options granted to employees | 0 | 31,666 | |
Weighted-average grant date fair value of options granted to employees | $ 5.41 | $ 8 | |
Stock options outstanding | 5,726,893 | 6,617,037 | 8,772,585 |
Share-based compensation expense | $ 178,974 | $ 154,292 | $ 145,988 |
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Remaining weighted-average period | 2 years 9 months 7 days | ||
Unrecognized stock-based compensation expense | $ 290,300 | ||
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
2015 Equity Incentive Plan | Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
2015 Equity Incentive Plan | Performance-Based Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options outstanding | 1,375,000 | ||
2015 Equity Incentive Plan | Class A Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares common stock reserved for issuance | 26,828,445 | ||
2015 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of eligible compensation allowed to employees to purchase shares at a discount | 15.00% | ||
Description of offering period excluding initial offering period | The 2015 ESPP provides for 24-month offering periods beginning March 16 and September 16 of each year, and each offering period consists of four six-month purchase periods. | ||
Purchase price of common stock, percentage | 85.00% | ||
Description of offering period resets | the offering period resets and the new lower price becomes the new offering price for a new 24 month offering period. | ||
Unrecognized stock-based compensation expense | $ 7,400 | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
2015 Employee Stock Purchase Plan | Class A Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares common stock reserved for issuance | 7,278,895 | ||
Fiscal 2021 Executive Bonus Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 3,200 | ||
Fiscal 2022 Executive Bonus Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized stock-based compensation expense | 3,200 | ||
Share-based compensation expense | $ 17,100 | ||
One Year from Vesting Commencement Date | 2015 Equity Incentive Plan | Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Per Month after One Year of Vesting Commencement Date | 2015 Equity Incentive Plan | Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 6.25% | ||
Per Quarter after One Year of Vesting Commencement Date | 2015 Equity Incentive Plan | Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 6.25% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity Under Equity Incentive Plans and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares Subject to Options Outstanding, Beginning balance | 6,617,037 | 8,772,585 | |
Shares Subject to Options Outstanding, Options granted | 0 | 31,666 | |
Shares Subject to Options Outstanding, Options exercised | (886,644) | (1,994,667) | |
Shares Subject to Options Outstanding, Options forfeited/cancelled | (3,500) | (192,547) | |
Shares Subject to Options Outstanding, Ending balance | 5,726,893 | 6,617,037 | 8,772,585 |
Shares Subject to Options Outstanding, Vested and expected to vest | 5,668,611 | ||
Shares Subject to Options Outstanding, Exercisable | 4,561,255 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted-Average Exercise Price, Beginning Balance | $ 10.77 | $ 9.48 | |
Weighted-Average Exercise Price, Options granted | 4.54 | 12.48 | |
Weighted-Average Exercise Price, Options exercised | 5.14 | ||
Weighted-Average Exercise Price, Options forfeited/cancelled | 4.63 | 10.73 | |
Weighted-Average Exercise Price, Ending Balance | 11.74 | $ 10.77 | $ 9.48 |
Weighted-Average Exercise Price, Vested and expected to vest | 11.65 | ||
Weighted-Average Exercise Price, Exercisable | $ 9.59 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted-Average Remaining Contractual Life (Years) | 3 years 14 days | 3 years 9 months 7 days | 4 years 3 months 7 days |
Weighted-Average Remaining Contractual Life (Years), Vested and expected to vest | 3 years | ||
Weighted-Average Remaining Contractual Life (Years), Exercisable | 2 years 1 month 13 days | ||
Aggregate Intrinsic Value, Balance | $ 82,481 | $ 48,098 | $ 60,221 |
Aggregate Intrinsic Value, Vested and expected to vest | 82,131 | ||
Aggregate Intrinsic Value, Exercisable | $ 75,480 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Unit and Awards Activity Under Equity Incentive Plans and Related Information (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Number of Restricted Stock Units Outstanding, Unvested Beginning Balance | 14,330,678 | 21,808,107 |
Number of Restricted Stock Units, Granted | 11,357,469 | 10,702,574 |
Number of Restricted Stock Units, Vested | (6,816,896) | (5,100,239) |
Number of Restricted Stock Units, Forfeited/cancelled | (4,030,338) | (13,079,764) |
Number of Restricted Stock Units Outstanding, Unvested Ending Balance | 14,840,913 | 14,330,678 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted-Average Grant Date Fair Value, Unvested Beginning Balance | $ 17.68 | $ 18.85 |
Weighted-Average Grant Date Fair Value, Granted | 24.26 | 15.81 |
Weighted-Average Grant Date Fair Value, Vested | 19.66 | 18.27 |
Weighted-Average Grant Date Fair Value, Forfeited/cancelled | 19.39 | 17.87 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 21.35 | $ 17.68 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 178,974 | $ 154,292 | $ 145,988 |
Cost of Revenue | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 20,093 | 18,936 | 16,769 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 68,063 | 61,145 | 62,565 |
Sales and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 52,547 | 42,015 | 38,030 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 38,271 | $ 32,196 | $ 28,624 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Estimated Fair Value of Employee Stock Options and 2015 ESPP (Details) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 9 months 18 days | ||
Risk-free interest rate | 0.60% | 1.80% | |
Volatility | 46.00% | 45.00% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Employee Stock Option | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 6 months | ||
Employee Stock Option | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 9 months 18 days | ||
2015 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 0.10% | 0.10% | 1.70% |
Risk-free interest rate, Maximum | 0.20% | 0.40% | 2.50% |
Volatility, Minimum | 36.00% | 44.00% | 34.00% |
Volatility, Maximum | 52.00% | 54.00% | 55.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
2015 Employee Stock Purchase Plan | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 6 months |
2015 Employee Stock Purchase Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 2 years | 2 years | 2 years |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - shares shares in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Class Of Stock [Line Items] | ||
Common Stock, shares issued | 145,081 | 159,851 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Numerator: | |||
Net loss | $ (41,459) | $ (43,433) | $ (144,348) |
Dividend on series A convertible preferred stock | (10,911) | ||
Accretion of series A convertible preferred stock | (1,508) | ||
Net loss attributable to common stockholders | $ (53,878) | $ (43,433) | $ (144,348) |
Denominator: | |||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 155,598 | 155,849 | 147,762 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.35) | $ (0.28) | $ (0.98) |
Net Loss per Share - Summary _2
Net Loss per Share - Summary of Weighted Average Outstanding Shares Excluded from Computation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 36,351 | 24,688 | 25,896 |
Options to purchase common stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,189 | 5,225 | 7,598 |
Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,173 | 17,029 | 16,478 |
Shares related to the convertible senior notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 147 | 658 | |
Shares related to convertible preferred stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,561 | ||
Employee stock purchase plan | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,281 | 1,776 | 1,820 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Provision For Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (51,497) | $ (38,928) | $ (104,362) |
Foreign | 14,033 | (3,298) | (38,576) |
Loss before provision for income taxes | $ (37,464) | $ (42,226) | $ (142,938) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Current: | |||
State | $ 245 | $ 205 | $ 196 |
Foreign | 5,660 | 1,351 | 1,485 |
Total | 5,905 | 1,556 | 1,681 |
Deferred: | |||
Federal | 124 | 83 | |
State | 4 | 32 | |
Foreign | (2,034) | (436) | (303) |
Total | (1,910) | (349) | (271) |
Provision for income taxes | $ 3,995 | $ 1,207 | $ 1,410 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Line Items] | ||
Federal corporate tax rate | 21.00% | |
Valuation allowance increase (decrease), amount | $ 51,200 | $ (15,100) |
Gross deferred tax liability | 43,122 | $ 65,796 |
ASU 2020-06 | ||
Income Tax Disclosure [Line Items] | ||
Gross deferred tax liability | 17,300 | |
Foreign | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carry forwards | $ 313,000 | |
Foreign | United Kingdom Tax Department | ||
Income Tax Disclosure [Line Items] | ||
Percentage of corporate income tax rate | 25.00% | 19.00% |
Remeasured UK deferred tax assets benefit | $ 19,200 | |
Federal | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carry forwards | 700,200 | |
Tax credit carry forward | $ 44,900 | |
Operating loss carryforwards expiration year | 2025 | |
Research and development tax credit carryforwards expiration year | 2025 | |
Net operating loss carry forwards with indefinite expiration | $ 79,000 | |
State | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carry forwards | 571,200 | |
Tax credit carry forward | $ 48,600 | |
Operating loss carryforwards expiration year | 2023 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of The Federal Statutory Income Tax Rate And The Provision For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | $ (7,867) | $ (8,867) | $ (30,017) |
State taxes, net of federal benefit | (2,766) | 6,798 | (3,122) |
Foreign rate difference | 1,213 | 1,676 | (305) |
Nondeductible expenses | 361 | 675 | 2,313 |
Research and development credit | (5,842) | (6,487) | (6,670) |
Stock-based compensation | (691) | 4,942 | 6,325 |
Change in reserve for unrecognized tax benefits | 5,842 | 6,487 | 6,670 |
Intra-group transfer of intellectual property | 1,067 | ||
Change in valuation allowance, including the effect of tax rate change | 31,613 | 2,301 | 26,462 |
Effect of tax rate change on deferred tax assets | (19,284) | (6,524) | |
Other | 349 | 206 | (246) |
Provision for income taxes | $ 3,995 | $ 1,207 | $ 1,410 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryover | $ 262,735 | $ 243,820 |
Accruals and reserves | 7,231 | 7,822 |
Stock-based compensation | 15,103 | 11,465 |
Section 59(e) capitalized research and development | 27,949 | 19,485 |
Depreciation and amortization | 11,939 | 6,618 |
Operating lease liabilities | 51,564 | 59,455 |
Tax credit carryover | 4,325 | 4,325 |
Other | 1,216 | 1,213 |
Total deferred tax assets | 382,062 | 354,203 |
Valuation allowance | (337,929) | (286,659) |
Total deferred tax assets, net of valuation allowance | 44,133 | 67,544 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets, net | (41,196) | (47,949) |
Convertible debt | (17,322) | |
Deferred commissions | (1,059) | |
Goodwill with indefinite life amortization | (867) | (525) |
Total deferred tax liabilities | (43,122) | (65,796) |
Net deferred tax assets | $ 1,011 | $ 1,748 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits—beginning of period | $ 77,427 | $ 63,560 | $ 49,883 |
Reductions for tax positions related to prior year | (57) | (10) | |
Additions for tax positions related to prior year | 40 | 48 | |
Additions for tax positions related to current year | 13,211 | 13,876 | 13,687 |
Unrecognized tax benefits—end of period | $ 90,678 | $ 77,427 | $ 63,560 |
Segments - Additional Informati
Segments - Additional Information (Details) | 12 Months Ended |
Jan. 31, 2022Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Details) | 12 Months Ended |
Jan. 31, 2022 | |
Retirement Benefits [Abstract] | |
Maximum allowed percentage of employee's pre-tax salary contributed to the 401(k) plan | 100.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Mar. 14, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Nov. 27, 2021 | Jul. 09, 2021 |
Subsequent Event [Line Items] | ||||||
Common stock issued upon cashless exercise of stock options, shares | 886,644 | 1,994,667 | ||||
Weighted-average exercise price, per share | $ 9.59 | |||||
Aggregate intrinsic value of exercised options | $ 17,900,000 | $ 28,000,000 | $ 5,900,000 | |||
Class A Common Stock | Share Repurchase Plan | ||||||
Subsequent Event [Line Items] | ||||||
Authorized purchase amount | $ 200,000,000 | $ 500,000,000 | ||||
Remaining authorized purchase amount | $ 260,000,000 | |||||
Subsequent Event | Aaron Levie | ||||||
Subsequent Event [Line Items] | ||||||
Stock option expiration period | 2022-04 | |||||
Weighted-average exercise price, per share | $ 2.91 | |||||
Aggregate intrinsic value of exercised options | $ 46,200,000 | |||||
Subsequent Event | Class A Common Stock | Aaron Levie | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issued upon cashless exercise of stock options, shares | 1,100,000 | |||||
Subsequent Event | Class A Common Stock | Share Repurchase Plan | ||||||
Subsequent Event [Line Items] | ||||||
Authorized purchase amount | $ 150,000,000 |