Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 30, 2020 | Jun. 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | COUP | |
Entity Registrant Name | COUPA SOFTWARE INC | |
Entity Central Index Key | 0001385867 | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 67,073,897 | |
Entity File Number | 001-37901 | |
Entity Tax Identification Number | 20-4429448 | |
Entity Address, Address Line One | 1855 S. Grant Street | |
Entity Address, City or Town | San Mateo | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94402 | |
City Area Code | 650 | |
Local Phone Number | 931-3200 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 30, 2020 | Jan. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 295,806 | $ 268,045 |
Marketable securities | 409,974 | 499,160 |
Accounts receivable, net of allowances | 90,258 | 118,508 |
Prepaid expenses and other current assets | 25,963 | 31,636 |
Deferred commissions, current portion | 12,096 | 11,982 |
Total current assets | 834,097 | 929,331 |
Property and equipment, net | 21,040 | 18,802 |
Deferred commissions, net of current portion | 29,652 | 30,921 |
Goodwill | 443,086 | 442,112 |
Intangible assets, net | 119,795 | 128,660 |
Operating lease right-of-use assets | 30,176 | 32,026 |
Other assets | 13,316 | 12,221 |
Total assets | 1,491,162 | 1,594,073 |
Current liabilities: | ||
Accounts payable | 2,568 | 3,517 |
Accrued expenses and other current liabilities | 45,689 | 54,245 |
Deferred revenue, current portion | 240,680 | 257,692 |
Current portion of convertible senior notes, net (Note 9) | 114,165 | 187,115 |
Operating lease liabilities, current portion | 8,069 | 8,199 |
Total current liabilities | 411,171 | 510,768 |
Convertible senior notes, net (Note 9) | 571,897 | 562,612 |
Deferred revenue, net of current portion | 3,800 | 4,091 |
Operating lease liabilities, net of current portion | 23,451 | 25,490 |
Other liabilities | 14,969 | 28,620 |
Total liabilities | 1,025,288 | 1,131,581 |
Commitments and contingencies (Note 10) | ||
Temporary equity (Note 9) | 752 | 16,835 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share; 25,000,000 shares authorized at April 30, 2020 and January 31, 2020; zero shares issued and outstanding at April 30, 2020 and January 31, 2020 | ||
Common stock, $0.0001 par value per share; 625,000,000 shares authorized at April 30, 2020 and January 31, 2020; 66,827,590 and 64,528,970 shares issued and outstanding at April 30, 2020 and January 31, 2020, respectively | 7 | 7 |
Additional paid-in capital | 822,713 | 790,468 |
Accumulated other comprehensive income | 2,907 | 871 |
Accumulated deficit | (360,505) | (345,689) |
Total stockholders’ equity | 465,122 | 445,657 |
Total liabilities, temporary equity and stockholders’ equity | $ 1,491,162 | $ 1,594,073 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 30, 2020 | Jan. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 625,000,000 | 625,000,000 |
Common stock, shares issued | 66,827,590 | 64,528,970 |
Common stock, shares outstanding | 66,827,590 | 64,528,970 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Revenues: | ||
Revenues | $ 119,214,000 | $ 81,344,000 |
Cost of revenues: | ||
Cost of revenues | 42,838,000 | 27,329,000 |
Gross profit | 76,376,000 | 54,015,000 |
Operating expenses: | ||
Research and development | 26,719,000 | 21,014,000 |
Sales and marketing | 46,139,000 | 33,610,000 |
General and administrative | 9,144,000 | 17,198,000 |
Total operating expenses | 82,002,000 | 71,822,000 |
Loss from operations | (5,626,000) | (17,807,000) |
Interest expense | (12,289,000) | (3,175,000) |
Interest income and other, net | 3,328,000 | 924,000 |
Loss before provision for income taxes | (14,587,000) | (20,058,000) |
Provision for income taxes | 229,000 | 410,000 |
Net loss | $ (14,816,000) | $ (20,468,000) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.23) | $ (0.34) |
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted | 65,468 | 60,785 |
Subscription | ||
Revenues: | ||
Revenues | $ 105,735,000 | $ 72,957,000 |
Cost of revenues: | ||
Cost of revenues | 29,002,000 | 17,403,000 |
Professional Services and Other | ||
Revenues: | ||
Revenues | 13,479,000 | 8,387,000 |
Cost of revenues: | ||
Cost of revenues | $ 13,836,000 | $ 9,926,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Income Statement [Abstract] | ||
Net loss | $ (14,816) | $ (20,468) |
Other comprehensive gain (loss) in relation to defined benefit plans, net of tax | 397 | (539) |
Changes in unrealized gain (loss) on marketable securities, net of tax | 1,639 | (47) |
Comprehensive loss | $ (12,780) | $ (21,054) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at Jan. 31, 2019 | $ 313,281 | $ 6 | $ 567,797 | $ 335 | $ (254,857) |
Balance, shares at Jan. 31, 2019 | 60,455,381 | ||||
Cancellation of common stock issued from acquisitions, shares | (7,784) | ||||
Issuance of common stock for employee share purchase plan | 5,396 | 5,396 | |||
Issuance of common stock for employee share purchase plan, shares | 108,758 | ||||
Exercise of stock options | 4,482 | $ 1 | 4,481 | ||
Exercise of stock options, shares | 856,295 | ||||
Stock-based compensation expense | 17,061 | 17,061 | |||
Vested restricted stock units, shares | 227,923 | ||||
Other comprehensive income (loss) | (586) | (586) | |||
Net loss | (20,468) | (20,468) | |||
Balance at Apr. 30, 2019 | 319,166 | $ 7 | 594,735 | (251) | (275,325) |
Balance, shares at Apr. 30, 2019 | 61,640,573 | ||||
Balance at Jan. 31, 2020 | 445,657 | $ 7 | 790,468 | 871 | (345,689) |
Balance, shares at Jan. 31, 2020 | 64,528,970 | ||||
Issuance of common stock for acquisitions, shares | 37,568 | ||||
Issuance of common stock for employee share purchase plan | 7,391 | 7,391 | |||
Issuance of common stock for employee share purchase plan, shares | 104,818 | ||||
Exercise of stock options | 3,228 | 3,228 | |||
Exercise of stock options, shares | 404,858 | ||||
Stock-based compensation expense | 24,547 | 24,547 | |||
Vested restricted stock units, shares | 298,155 | ||||
Temporary equity reclassification | (752) | (752) | |||
Settlement of convertible senior notes | (2,169) | (2,169) | |||
Settlement of convertible senior notes, shares | 1,453,221 | ||||
Other comprehensive income (loss) | 2,036 | 2,036 | |||
Net loss | (14,816) | (14,816) | |||
Balance at Apr. 30, 2020 | $ 465,122 | $ 7 | $ 822,713 | $ 2,907 | $ (360,505) |
Balance, shares at Apr. 30, 2020 | 66,827,590 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (14,816) | $ (20,468) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 10,502 | 4,036 |
Accretion of discounts on marketable securities, net | 471 | 731 |
Amortization of deferred commissions | 3,162 | 1,980 |
Amortization of debt discount and issuance costs | 11,950 | 2,961 |
Stock-based compensation | 24,197 | 16,845 |
Gain on conversion of convertible senior notes | (2,571) | |
Repayments of convertible senior notes attributable to debt discount (Note 9) | (10,604) | |
Other | 881 | 92 |
Changes in operating assets and liabilities net of effects from acquisitions: | ||
Accounts receivable | 26,633 | 29,405 |
Prepaid expenses and other current assets | 5,945 | (4,370) |
Other assets | 595 | 1,895 |
Deferred commissions | (2,007) | (3,763) |
Accounts payable | (885) | (788) |
Accrued expenses and other liabilities | (20,742) | (3,519) |
Deferred revenue | (17,303) | (6,244) |
Net cash provided by operating activities | 15,408 | 18,793 |
Cash flows from investing activities | ||
Purchases of marketable securities | (49,514) | (64,789) |
Maturities of marketable securities | 137,143 | 44,796 |
Sales of marketable securities | 2,929 | 199,314 |
Acquisitions, net of cash acquired | (3,604) | |
Purchases of property and equipment | (3,599) | (2,654) |
Net cash provided by investing activities | 83,355 | 176,667 |
Cash flows from financing activities | ||
Repayments of convertible senior notes attributable to principal | (81,444) | |
Proceeds from the exercise of common stock options | 2,938 | 4,339 |
Proceeds from issuance of common stock for employee stock purchase plan | 7,391 | 5,396 |
Net cash provided by (used in) financing activities | (71,115) | 9,735 |
Net increase in cash, cash equivalents, and restricted cash | 27,648 | 205,195 |
Cash, cash equivalents, and restricted cash at beginning of year | 268,280 | 141,319 |
Cash, cash equivalents, and restricted cash at end of period | 295,928 | 346,514 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 295,806 | 346,446 |
Restricted cash included in other assets | $ 122 | $ 68 |
Restricted cash, asset, statement of financial position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Total cash, cash equivalents, and restricted cash | $ 295,928 | $ 346,514 |
Supplemental disclosure of cash flow data | ||
Cash paid for income taxes | 554 | 509 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property and equipment included in accounts payable and accrued expenses and other liabilities | $ 476 | $ 683 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Apr. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Coupa Software Incorporated (the “Company”) was incorporated in the state of Delaware in 2006. The Company provides a comprehensive, cloud-based business spend management (or “BSM”) platform that provides greater visibility into and control over how companies spend money. The BSM platform enables businesses to achieve savings that drive profitability. The Company is based in San Mateo, California . The Company’s fiscal year ends on January 31. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2020 filed with the SEC on March 20, 2020 (the “Form 10-K”). The condensed consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated during consolidation. The condensed consolidated balance sheet as of January 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. There have been no changes to the significant accounting policies described in the Form 10-K for the year ended January 31, 2020, other than the adoption of accounting pronouncements as described in the “Recently Adopted Accounting Pronouncements” section below. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates its significant estimates including, but not limited to, the lives of tangible and intangible assets, stock-based compensation, the fair value of the contingent purchase consideration, the estimate of credit losses on accounts receivable and marketable securities, the valuation of acquired intangible assets and the recoverability or impairment of intangible assets, including goodwill, revenue recognition, convertible senior notes fair value, the benefit period of deferred commissions, and provision for (benefit from) income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. Concentration of Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, marketable securities, and accounts receivable. Cash deposits exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. Refer to Note 14, “Significant Customers and Geographic Information” for additional information on significant customers during the period. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss consists of net loss, other comprehensive gain (loss) in relation to defined benefits plans, net of tax, and changes in unrealized gain (loss) on marketable securities, net of tax. The other comprehensive gain (loss) in relation to defined benefits plans represents net deferred gains and losses and prior service costs and credits for the defined benefit pension plans. Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Subsequent changes in fair value of these financial assets and liabilities are recognized in earnings or other comprehensive loss when they occur. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurement or assumptions that market participants would use in pricing the assets or liabilities, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than quoted price in active markets for identical assets or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially full term of assets or liabilities. • Level 3 - Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the assets or liabilities. Revenue Recognition The Company derives its revenues primarily from subscription fees and professional services fees. Revenues are recognized when control of these services are transferred to the Company’s customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. Revenues are recognized net of applicable taxes imposed on the related transaction. The Company’s revenue recognition policy follows guidance from Accounting Standards Codification 606, Revenue from Contracts with Customers (Topic 606) . The Company determines revenue recognition through the following five-step framework: • 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; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Subscription Revenues The Company offers subscriptions to its cloud-based business spend management platform, including procurement, invoicing and expense management. Subscription revenues consist primarily of fees to provide the Company’s customers access to its cloud-based platform, which includes routine customer support. Subscription contracts do not provide customers with the right to take possession of the software, are non-cancelable, and do not contain general rights of return. Generally, subscription revenues are recognized ratably over the contractual term of the arrangement, beginning on the date that the service is made available to the customer. Subscription contracts typically have a term of three years with invoicing occurring in annual installments at the beginning of each year in the subscription period. Subscription revenues also include fees to provide support and updates to legacy Exari customers. The support and update revenues associated with these customers are recognized ratably over the contract term. Professional Services Revenues and Other The Company offers professional services which primarily include deployment services, optimization services, and training. Professional services are generally sold on a fixed-fee or time-and-materials basis. For services billed on a fixed-fee basis, invoicing typically occurs in advance, and revenue is recognized over time based on the proportion performed. For services billed on a time-and-materials basis, revenue is recognized over time as services are performed. Refer to Note 14, “Significant Customers and Geographic Information” for additional information on disaggregated revenue during the period. Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Subscription and professional services are both distinct performance obligations that are accounted for separately. In contracts with multiple performance obligations, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis. The determination of standalone selling price (“SSP”) for each distinct performance obligation requires judgment. The Company determines SSP for performance obligations based on overall pricing objectives, which take into consideration market conditions and entity-specific factors. This includes a review of historical data related to the size of arrangements, the cloud applications being sold, customer demographics and the numbers and types of users within the arrangements. The Company uses a range of amounts to estimate SSP for performance obligations. There is typically more than one SSP for individual products and services due to the stratification of those products and services by considerations such as size and type of customer. Contract Balances The timing of revenue recognition may differ from the timing of invoicing for contracts with customers. The Company records a receivable when revenue is recognized prior to invoicing. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition. Subscription and fixed-fee professional services arrangements are commonly billed in advance, recognized as deferred revenue, and then amortized into revenue over time. However, other professional services arrangements, primarily those recognized on a time-and-materials basis, are billed in arrears following services that have been rendered. This may result in revenue recognition greater than invoiced amounts which results in a receivable balance. Receivables represent an unconditional right to payment. As of April 30, 2020 and January 31, 2020, the balance of accounts receivable, net of the allowance for doubtful accounts, was $90.3 million and $118.5 million, respectively. Of these balances, $5.6 million and $6.1 million represent short-term unbilled receivable amounts as of April 30, 2020 and January 31, 2020, respectively. As of April 30, 2020 and January 31, 2020, the Company had long-term unbilled receivables of approximately $310,000 and $350,000, respectively, which were included in Other assets on the condensed consolidated balance sheet. When the timing of revenue recognition differs from the timing of invoicing, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. Payment terms vary by contract type, however arrangements typically stipulate a requirement for the customer to pay within 30 days. At any point in the contract term, the transaction price may be allocated to performance obligations that are unsatisfied or are partially unsatisfied. These amounts relate to remaining performance obligations on non-cancelable contracts which include both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. As of April 30, 2020 , approximately $ million of revenue is expected to be recognized from remaining performance obligations, a majority of which is related to multi-year subscription arrangements . The Company expects to recognize revenue on approximately three-fourths of these remaining performance obligations within the next 24 months and the remainder thereafter. The Company applies the practical expedient to exclude remaining performance obligations that are part of contracts with an original expected duration of one year or less. During the three months ended April 30, 2020 , the revenue recognized from performance obligations satisfied in prior periods was approximately $ 3.4 million . Accounts Receivable and Allowances for Doubtful Accounts and Credit Losses The Company extends credit to its customers in the normal course of business and does not require cash collateral or other security to support the collection of customer receivables. The Company estimates the amount of uncollectible accounts receivable at the end of each reporting period and provides a reserve when needed based on an assessment of various factors including the aging of the receivable balance, historical experience, and expectations of forward-looking loss estimates. When developing the expectations of forward-looking loss estimates, the Company take into consideration forecasts of future economic conditions, information about past events, such as historical trends of write-offs, and customer-specific circumstances, such as bankruptcies and disputes. Accounts receivable are written off when deemed uncollectible. The allowances for doubtful accounts and credit losses were approximately $1.3 million as of April 30, 2020 and not material as of January 31, 2020. Marketable Securities Marketable securities consist of financial instruments such as U.S. treasury securities, U.S. agency obligations, corporate notes and bonds, commercial paper, asset backed securities and certificates of deposit. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at estimated fair value. Credit losses related to the marketable securities are recorded in interest income and other, net in the condensed consolidated statements of operations through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Any remaining unrealized losses, or any unrealized gains, for marketable securities are included in accumulated other comprehensive income, a component of stockholders’ equity. If quoted prices for identical instruments are available in an active market, marketable securities are classified within Level 1 of the fair value hierarchy. If quoted prices for identical instruments in active markets are not available, fair values are estimated using quoted prices of similar instruments and are classified within Level 2 of the fair value hierarchy. Deferred Revenue Deferred revenue consists of customer billings or payments received in advance of the recognition of revenue and is recognized as revenue as the revenue recognition criteria are met. The Company generally invoices its customers annually for the forthcoming year of service. Accordingly, the Company’s deferred revenue balance does not include revenue for future years of multiple year non-cancellable contracts that have not yet been billed. During the three months ended April 30, 2020, the Company recognized revenue of $83.3 million that was included in the deferred revenue balance as of January 31, 2020. Deferred Commissions Commissions are earned by sales personnel upon the execution of the sales contract by the customer, and commission payments are made shortly after they are earned. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit of five years. The Company determined the period of benefit by taking into consideration its past experience with customers, future cash flows expected from customers, industry peers and other available information. The Company capitalized commission costs of $2.0 million and $3.8 million and amortized $3.2 million and $2.0 million to sales and marketing expense in the accompanying condensed consolidated statements of operations during the three months ended April 30, 2020 and 2019, respectively. Leases Leases arise from contracts which convey the right to control the use of identified property or equipment for a period of time in exchange for consideration. The Company’s leasing arrangements are primarily for office space used to conduct operations. Leases are classified at commencement as either operating or finance leases. As of April 30, 2020, all of the Company’s leases are classified as operating leases. Rent expense for operating leases is recognized using the straight-line method over the term of the agreement beginning on the lease commencement date. At commencement, the Company records a lease liability at the present value of future lease payments, net of any future lease incentives to be received. Lease agreements may include options to renew the lease term, which is not included in the lease periods to calculate future lease payments unless it is reasonably certain the Company will renew the lease. The Company estimates its incremental borrowing rate (“IBR”) based on the information available at the lease commencement date in determining the present value of lease payments. In determining the appropriate IBR, the Company considers information including, but not limited to, the lease term and the currency in which the arrangement is denominated. At commencement, the Company also records a corresponding right-of-use asset, which is calculated based on the amount of the lease liability, adjusted for any advance lease payments made and initial direct costs incurred. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. As of April 30, 2020, the Company was not a lessor in leasing arrangements or a party to any sublease arrangements. Recent Accounting Guidance Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU No. 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard on February 1, 2020, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The standard simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for fiscal years, and interim period within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The Company early adopted this standard on February 1, 2020, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. New Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-14, which amends FASB ASC Topic 715, "Compensation - Retirement Benefits." The amendments in this guidance modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this guidance remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures and add disclosure requirements identified as relevant. This guidance is effective for annual reporting periods ending after December 15, 2020, with early adoption permitted, and is required to be adopted retrospectively. The Company is currently evaluating the timing and method of adoption and the related impact of ASU No. 2018-14 on its condensed consolidated financial statements. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Apr. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | Note 3 . Marketable Securities The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents on the condensed consolidated balance sheets (in thousands): April 30, 2020 Amortized Costs Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 273,635 $ 1,734 $ — $ 275,369 Corporate notes and bonds 120,234 559 (60 ) 120,733 Asset backed securities 5,014 21 — 5,035 U.S. agency obligations 5,001 — (2 ) 4,999 Certificates of deposit 3,838 — — 3,838 Total marketable securities $ 407,722 $ 2,314 $ (62 ) $ 409,974 January 31, 2020 Amortized Costs Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 306,871 $ 324 $ — $ 307,195 Corporate notes and bonds 155,751 272 — 156,023 Commercial paper 15,977 — — 15,977 Asset backed securities 15,501 17 — 15,518 Certificates of deposit 4,447 — — 4,447 Total marketable securities $ 498,547 $ 613 $ — $ 499,160 As of April 30, 2020, the fair values of available-for-sale marketable securities, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 331,806 Due in one year through five years 78,168 Total $ 409,974 The Company's marketable securities consist primarily of US Treasury securities and high credit quality corporate notes and bonds. As the Company views its marketable securities as available to support its current operations, it has classified all available for sale securities as short-term. The Company regularly reviews the changes to the rating of its debt securities by rating agencies as well as reasonably monitors the surrounding economic conditions to assess the risk of expected credit losses. As of April 30, 2020, the unrealized losses and the related risk of expected credit losses was insignificant. |
Business Combinations
Business Combinations | 3 Months Ended |
Apr. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Note 4 . Business Combinations Yapta, Inc. On December 13, 2019, the Company completed the acquisition of Yapta, Inc., (“Yapta”). Yapta developed technology that enables the Company to offer price assurance capabilities that dynamically track prices on airline and hotel reservations and instantly rebooks them at the lowest available price, without impacting the traveler experience. The purchase consideration comprised of approximately $98.7 million in cash and $12.5 million in cash contingent on the achievement of Yapta’s revenues target during the twelve months starting from the transaction closing date. Approximately $9.8 million of the purchase consideration is being held in escrow for fifteen months after the transaction closing day. The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The contingent cash consideration was classified as a liability and included in other liabilities on the Company’s condensed consolidated balance sheet, subject to measurement on a recurring basis at fair value. The valuation of the contingent consideration was determined based on the probable achievement of Yapta’s revenues target within a specified time period from the transaction date. As of the acquisition date and January 31, 2020, the fair value of the contingent consideration payable was determined to be $12.5 million. For the three months ended April 30, 2020, Yapta did not achieve the initially forecasted revenues, largely caused by the reduced business travel activity arising from the pandemic related to the novel strain of coronavirus (“ COVID-19 ”) . As of April 30, 2020, the Company estimated that Yapta will not be able to achieve the revenues target during the measurement period of twelve months starting from the transaction closing date. As a result, the fair value of the contingent consideration was determined to be zero as of April 30, 2020, resulting in a reversal of $ 12.5 million of contingent liabilities with an offset to g eneral and administrative expenses in the condensed consolidated statements of operations for the three months ended April 30, 2020. The Company will continue to track Yapta’s revenues and evaluate the fair value of the contingent consideration during the remaining revenues target measurement period. The major classes of assets and liabilities to which the Company has allocated the total fair value of purchase consideration of $111.2 million were as follows (in thousands): December 13, 2019 Cash and cash equivalents $ 333 Accounts receivable 3,700 Intangible assets 39,710 Other assets 1,648 Goodwill 70,694 Deferred tax liability, net (2,347 ) Accounts payable and other liabilities (2,554 ) Total consideration $ 111,184 The purchase price allocation is preliminary. The Company continues to collect information with regards to its estimates and assumptions, including potential liabilities and contingencies. The Company will record adjustments to the fair value of the net assets acquired and goodwill within the measurement period, if necessary. The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of Yapta and is not deductible for income tax purposes. The Company determined the fair values of intangible assets acquired and liabilities assumed with the assistance of third-party valuation consultants. Based on this valuation, the intangible assets acquired were (in thousands): Fair Value Useful life (in Years) Developed technology $ 31,300 4 Customer relationships 8,300 5 Trademarks 110 0.5 Total intangible assets $ 39,710 The Company incurred costs related to this acquisition of approximately $0.8 million for the year ended January 31, 2020. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in the accompanying consolidated statements of operations. The revenue and earnings of the acquired business have been included in the Company’s results since the acquisition date and are not material to the Company’s consolidated financial results. Pro forma results of operations for this acquisition have not been presented as the financial impact on the Company’s consolidated financial statements would be immaterial. Exari Group, Inc. On May 6, 2019, the Company completed the acquisition of Exari Group, Inc. (“Exari”) for consideration of approximately $214.6 million in cash. The acquisition extends the Company’s BSM platform with advanced contract lifecycle management capabilities to enable companies to comprehensively manage their contract lifecycle and operationalize their contracts against spend transactions. The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The major classes of assets and liabilities to which the Company has allocated the fair value of purchase consideration were as follows (in thousands): May 6, 2019 Cash and cash equivalents $ 6,337 Accounts receivable 7,863 Intangible assets 57,000 Other assets 5,646 Goodwill 163,170 Accounts payable and other current liabilities (6,232 ) Deferred revenue (4,443 ) Deferred tax liability, net (11,046 ) Other non-current liabilities (3,679 ) Total consideration $ 214,616 The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of Exari and is partially deductible for income tax purposes. The Company determined the fair values of intangible assets acquired and liabilities assumed with the assistance of third-party valuation consultants. Based on this valuation, the intangible assets acquired were (in thousands): Fair Value Useful life (in Years) Developed technology $ 45,400 3 to 5 Customer relationships 11,100 5 Trademarks 500 1 Total intangible assets $ 57,000 The Company incurred costs related to this acquisition of approximately $2.8 million for the year ended January 31, 2020. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in the accompanying consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 . Fair Value Measurements The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis at April 30, 2020 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 177,344 $ — $ — $ 177,344 Marketable securities: U.S. treasury securities — 275,369 — 275,369 Corporate notes and bonds — 120,733 — 120,733 Asset backed securities — 5,035 — 5,035 U.S. agency obligations — 4,999 — 4,999 Certificate of deposit — 3,838 — 3,838 Total assets $ 177,344 $ 409,974 $ — $ 587,318 (1) Included in cash and cash equivalents. The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis at January 31, 2020 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 120,242 $ — $ — $ 120,242 Corporate notes and bonds — 2,011 — 2,011 Marketable securities: U.S. treasury securities — 307,195 — 307,195 Corporate notes and bonds — 156,023 — 156,023 Commercial paper — 15,977 — 15,977 Asset backed securities — 15,518 — 15,518 Certificates of deposit — 4,447 — 4,447 Total assets $ 120,242 $ 501,171 $ — $ 621,413 Other liabilities: Contingent consideration payable $ — $ — $ 12,500 $ 12,500 Total liabilities $ — $ — $ 12,500 $ 12,500 (1) Included in cash and cash equivalents. The contingent consideration payable of $12.5 million as of January 31, 2020 represents the estimated fair value of the additional variable cash consideration payable in connection with the acquisition of Yapta that is contingent upon the achievement of Yapta’s revenues target during the twelve months from the transaction closing day. As of April 30, 2020, the contingent consideration payable of $12.5 million was reversed as a result of a reassessment of the fair value. Refer to Note 4, “Business Combinations”, for further details on the contingent consideration. The Company has $805.0 million in aggregate principal amount of 0.125% convertible senior notes due in 2025 (the “2025 Notes”) and $138.0 million in aggregate principal amount of 0.375% convertible senior notes due in 2023 (the “2023 Notes” and together with the 2025 Notes, the “Convertible Notes”), outstanding as of April 30, 2020. Refer to Note 9, “Convertible Senior Notes” for further details on the Convertible Notes. The Company carries the Convertible Notes at par value less the portion allocated to equity and the related unamortized discount and issuance costs on its condensed consolidated balance sheets and presents the fair value for disclosure purposes only. The estimated fair value of the 2025 Notes and 2023 Notes, based on a market approach as of April 30, 2020 was approximately $1,027.6 million and $546.0 million, respectively, which represents a Level 2 valuation. The estimated fair value of the 2025 Notes and 2023 Notes, based on a market approach as of January 31, 2020 was approximately $1,015.3 million and $858.3 million, respectively, which represents a Level 2 valuation. The estimated fair value was determined based on the estimated or actual bids and offers of the Convertible Notes in an over-the-counter market on the last trade completed prior to the end of the period. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Apr. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 6 . Property and Equipment, Net Property and equipment consisted of the following (in thousands): April 30, January 31, 2020 2020 Furniture and equipment $ 7,892 $ 6,767 Software development costs 35,947 33,326 Leasehold improvements 1,873 1,880 Construction in progress 471 45 Total property and equipment 46,183 42,018 Less: accumulated depreciation and amortization (25,143 ) (23,216 ) Property and equipment, net $ 21,040 $ 18,802 Depreciation and amortization expense related to property and equipment, excluding software development costs, was approximately $552,000 and $339,000 for the three months ended April 30, 2020 and 2019, respectively. Amortization expense related to software development costs was approximately $1.4 million and $657,000 for the three months ended April 30, 2020 and 2019, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Apr. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 7 . Goodwill and Other Intangible Assets Goodwill The following tables represent the changes in goodwill (in thousands): Balance at January 31, 2020 $ 442,112 Adjustment 974 Balance at April 30, 2020 $ 443,086 Other Intangible Assets The following table summarizes the other intangible assets balances (in thousands): As of April 30, 2020 January 31, 2020 Weighted Average Remaining Useful Lives (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.6 $ 125,135 $ (33,650 ) $ 91,485 $ 125,135 $ (26,840 ) $ 98,295 Customer relationships 3.9 38,294 (9,991 ) 28,303 38,294 (8,061 ) 30,233 Trademarks 0.1 955 (948 ) 7 955 (823 ) 132 Total other intangible assets $ 164,384 $ (44,589 ) $ 119,795 $ 164,384 $ (35,724 ) $ 128,660 Amortization expense related to other intangible assets was approximately $8.9 million and $3.2 million for the three months ended April 30, 2020 and 2019, respectively. As of April 30, 2020, the future amortization expense of other intangible assets is as follows (in thousands): Year Ending January 31, 2021 (remaining nine months) $ 26,228 2022 34,538 2023 29,985 2024 23,868 2025 5,176 Thereafter — Total $ 119,795 |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 3 Months Ended |
Apr. 30, 2020 | |
Equity [Abstract] | |
Common Stock and Stockholders' Equity | Note 8 . Common Stock and Stockholders’ Equity Common Stock Each share of common stock has the right to one vote. Preferred Stock As of April 30, 2020 2016 Equity Incentive Plan The 2016 Equity Incentive Plan (the “2016 Plan”) was approved by the Company’s stockholders in September 2016. The 2016 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights and performance cash awards. Awards could be granted under the 2016 Plan beginning on the effective date of the registration statement, October 5, 2016. The 2016 Plan replaced the Company’s 2006 Stock Plan; however, awards outstanding under the 2006 Stock Plan will continue to be governed by their existing terms. As of April 30, 2020, the Company had 10,051,349 shares of its common stock available for future issuance under the 2016 Plan. The number of shares reserved for issuance under the 2016 Plan will automatically increase on the first day of each fiscal year during the term of the 2016 Plan by a number of shares equal to 5% of its outstanding shares of common stock on the last day of the prior fiscal year. The number and class of shares reserved under the Company’s 2016 Plan will be adjusted in the event of a stock split, stock dividend or other changes in its capitalization. The following table summarizes stock option activity under the Company’s 2006 Stock Plan and the 2016 Plan during the three months ended April 30, 2020 (aggregate intrinsic value in thousands): Options Outstanding Outstanding Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual (in Years) Aggregate Intrinsic Value Balance at January 31, 2020 4,233,435 $ 17.28 6.36 $ 609,061 Option grants — — — — Options exercised (404,858 ) $ 7.97 — — Options forfeited (4,011 ) $ 12.52 — — Balance at April 30, 2020 3,824,566 $ 18.27 6.19 $ 603,589 Exercisable at April 30, 2020 3,075,574 $ 11.44 5.83 $ 506,393 ( 1) The above table includes 878,869 stock options with market and service based conditions. The options exercisable as of April 30, 2020 include options that can be exercised prior to vesting. The aggregate intrinsic value of options vested and exercisable as of April 30, 2020 is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of April 30, 2020. The aggregate intrinsic value of exercised options was $59.5 million and $76.8 million for the three months ended April 30, 2020 and 2019, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. No options were granted during the three months ended April 30, 2020. For the three months ended April 30, 2019, the weighted-average grant date fair value of options granted was $41.81 per share. The total grant date fair value of options vested was $1.5 million and $2.0 million for the three months ended April 30, 2020 and 2019, respectively. Restricted Stock Units (“RSUs”) The following table summarizes the activity related to the Company’s RSUs during the three months ended April 30, 2020: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Awarded and unvested at January 31, 2020 2,830,782 $ 70.90 Awards granted 922,039 $ 146.26 Awards vested (298,155 ) $ 55.06 Awards forfeited (55,192 ) $ 79.11 Awarded and unvested at April 30, 2020 3,399,474 $ 92.60 (1) The above table includes 100,178 restricted share units with market and service based conditions. Market-based Options and Awards In September 2016, the Board of Directors of the Company granted 544,127 stock options to the Chief Executive Officer (the “2016 CEO Grant”) under the 2006 Stock Plan with an exercise price of $13.04 per share is eligible to vest based on the achievement of market capital appreciation targets after the consummation of the initial public offering, as well as continuous service over a four-year an exercise price of $48.47 per share is eligible to vest based on the achievement of a stock price appreciation target as well as continuous service over a four-year In March 2020, the Board of Directors of the Company granted market-based restricted stock unit awards (the “2020 PSU Grant”) to certain members of management. The target number of market-based restricted stock unit awards granted was 100,178. The number of shares that could be earned will range from 0% to 200% of the target number of shares, based on the relative growth of the per share price of the Company’s common stock as compared to the NASDAQ Composite Index over the three-year performance period ending on the third anniversary of the date of grant and subject to continuous employment through such date. The fair value of the 2020 PSU Grant was determined using a Monte Carlo simulation approach. The Company amortizes the fair value of the 2020 PSU Grant using the straight-line method over the three-year As of April 30, 2020, all market-based milestones of the 2016 CEO Grant were achieved, resulting in 487,447 shares being vested and exercisable. As of April 30, 2020, the market-based milestone was not achieved on the 2018 CEO Grant or the 2020 PSU Grant, resulting in no shares being vested and exercisable. Stock-based compensation expense recognized for market-based awards was approximately $1.0 million and $410,000 for the three months ended April 30, 2020 and 2019, respectively. 2016 Employee Stock Purchase Plan The Board of Directors adopted the 2016 Employee Stock Purchase Plan (the “ESPP”) in September 2016 and it has been approved by the Company’s stockholders. The ESPP allows eligible employees to purchase shares of common stock through payroll deductions and is intended to qualify under Section 423 of the Internal Revenue Code. As of April 30, 2020, the Company had 1,860,302 shares of its common stock available for future issuance under the ESPP. The number of shares reserved for issuance under the ESPP will automatically increase on the first day of each fiscal year during the term of the ESPP by a number of shares equal to the least of (i) 1% of its outstanding shares of common stock on the last day of the prior fiscal year, (ii) 1,250,000 shares or (iii) a lesser number of shares determined by the Board of Directors. The number and class of shares reserved under the ESPP will be adjusted in the event of a stock split, stock dividend or other changes in its capitalization. Each offering period will last a number of months determined by the administrator, up to a maximum of 27 months. The initial offering period began on the effective date of the Company’s initial public offering, October 5, 2016, and ended on September 15, 2018, and new 24 month offering periods will begin on each March 16 and September 16 thereafter. Currently, each offering period consists of four consecutive purchase periods, of approximately six months duration, at the end of which payroll contributions are used to purchase shares of the Company’s common stock. Participants may purchase the Company’s common stock through payroll deductions, up to a maximum of 15% of their eligible compensation. Participants may withdraw from the ESPP and receive a refund of their accumulated payroll contributions at any time prior to a purchase date. Unless changed by the administrator, the purchase price for each share of common stock purchased under the ESPP will be 85% of the lower of the fair market value per share on the first day of the applicable offering period or the fair market value per share on the applicable purchase date. As of April 30, 2020, 1,267,131 shares of common stock were purchased under the 2016 ESPP. The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for the Company’s 2016 ESPP. As of April 30, 2020, total unrecognized compensation cost related to the 2016 ESPP was $9.2 million which will be amortized over a weighted-average period of approximately 1.5 years. Stock-based Compensation The Company’s total stock-based compensation expense as of the dates indicated was as follows (in thousands): Three Months Ended April 30, 2020 2019 Cost of revenue: Subscription $ 2,158 $ 1,388 Professional services and other 2,412 1,445 Research and development 6,124 4,048 Sales and marketing 7,513 4,839 General and administrative 5,990 5,125 Total $ 24,197 $ 16,845 Stock-based compensation capitalized in capitalized software development costs was approximately $2.4 million and $1.2 million at April 30, 2020 and 2019, respectively. As of April 30, 2020, there was approximately $9.6 million of total unrecognized compensation cost related to unvested stock options granted to employees under the Company’s 2006 Stock Plan and 2016 Equity Incentive Plan. This unrecognized compensation cost is expected to be recognized over an estimated weighted-average amortization period of approximately 2.0 years. As of April 30, 2020, there was approximately $295.8 million of total unrecognized compensation cost related to unvested restricted stock units granted to employees under the 2016 Equity Incentive Plan. This unrecognized compensation cost is expected to be recognized over an estimated weighted-average amortization period of approximately 2.7 years. The fair values of the Company’s stock options granted during the three months ended April 30, 2020 and 2019 were estimated using the following assumptions: Three Months Ended April 30, 2020 2019 Employee Stock Options: Expected term (in years) — 6.0 Volatility — 42.7% Risk-free interest rate — 2.4% Dividend yield — — Employee Stock Purchase Plan: Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Volatility 48.6% - 54.8% 45.5% - 65.9% Risk-free interest rate 0.3% - 0.4% 2.4% - 2.5% Dividend yield — — Market-based Award Expected term (in years) 3.0 — Volatility 48.4% — Risk-free interest rate 0.4% — Dividend yield — — These assumptions and estimates are as follows: • Fair Value of Common Stock . The Company used the publicly quoted price as reported on the Nasdaq Global Select Market as the fair value of its common stock. • Expected Term . The expected term represents the weighted-average period that the stock options are expected to remain outstanding. To determine the expected term for employee stock options, the Company generally applies the simplified approach in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award as the Company does not have sufficient historical exercise data to provide a reasonable basis for an estimate of expected term. The expected term for the employee stock purchase plan ranges from six months, the length of one purchase period, to two years, the length of one offering period. The market-based awards have a three-year • Risk-Free Interest Rate . The Company bases the risk-free interest rate on the yields of U.S. Treasury securities with maturities approximately equal to the term of employee stock option or market-based awards. • Expected Volatility. The Company uses its own sufficient historical trading prices to calculate the expected volatility in determining the fair value of the shares granted under the ESPP and market-based awards. The Company uses its own historical volatility in combination with publicly traded peers’ volatility to determine the expected volatility of stock options. In considering peer companies, characteristics such as industry, stage of development, size and financial leverage were considered. |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Apr. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Note 9. Convertible Senior Notes 2025 Notes In June 2019, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with certain counterparties relating to the Company’s sale of $805.0 million aggregate principal amount of its 0.125% Convertible Senior Notes due 2025 to the counterparties in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The 2025 Notes consisted of a $700.0 million initial placement and an overallotment option that provided the initial purchasers of the 2025 Notes with the option to purchase an additional $105.0 million of the 2025 Notes, which was exercised in full by the counterparties prior to the 2025 Notes issuance. On June 11, 2019, for a total of $805.0 million, the 2025 Notes were issued in accordance with an Indenture (the “Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The net proceeds from the issuance of the 2025 Notes were $667.4 million, net of debt issuance costs, including the underwriting discount and the cash used to purchase the capped call, discussed below. The 2025 Notes are senior, unsecured obligations of the Company, and interest is payable semi-annually in cash at a rate of 0.125% per annum on June 15 and December 15 of each year, beginning on December 15, 2019. The 2025 Notes will mature on June 15, 2025 unless redeemed, repurchased or converted prior to such date. Prior to the close of business on the business day immediately preceding March 15, 2025, the 2025 Notes are convertible at the option of holders during certain periods, upon satisfaction of certain conditions. On or after March 15, 2025, the 2025 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The 2025 Notes will have an initial conversion rate of 6.2658 shares of common stock per $1,000 principal (equivalent to an initial conversion price of approximately $159.60 per share of its common stock). The conversion rate is subject to customary adjustments for certain events as described in the Indenture. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. It is the Company’s current intent to settle conversions of the 2025 Notes through combination settlement, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares of its common stock. Holders may convert their 2025 Notes, at their option, prior to the close of business on the business day immediately preceding March 15, 2025, in multiples of $1,000 principal amount, only under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on July 31, 2019 (and only during such fiscal quarter), if the last reported sale price of its 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; • 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 the 2025 Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each such trading day; • after the Company’s issuance of a notice of redemption and prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events, as defined in the Indenture. If the Company undergoes a fundamental change, as described in the Indenture, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2025 Notes. The fundamental change repurchase price is equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. If holders elect to convert their 2025 Notes in connection with a make-whole fundamental change or during a redemption period, as described in the Indenture, the Company will, to the extent provided in the Indenture, increase the conversion rate applicable to the 2025 Notes. The 2025 Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of its indebtedness that is expressly subordinated in right of payment to the 2025 Notes, and equal in right of payment to any of its indebtedness that is not so subordinated. The 2025 Notes are effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of its current or future subsidiaries. The Indenture contains customary events of default with respect to the 2025 Notes and provides that upon certain events of default occurring and continuing, the Trustee may, and the Trustee at the request of holders of at least 25% in principal amount of the 2025 Notes shall declare all principal and accrued and unpaid interest, if any, of the 2025 Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company, all of the principal of and accrued and unpaid interest on the 2025 Notes will automatically become due and payable. In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature using a discounted cash flow model with a discount rate determined using observable yields for stand-alone debt instruments with a comparable credit rating and term. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2025 Notes as a whole. The difference between the principal amount of the 2025 Notes and the liability component, equal to $252.9 million (the “debt discount”), is amortized to interest expense using the effective interest method over the term of the 2025 Notes. The equity component of the 2025 Notes will not be remeasured as long as it continues to meet the conditions for equity classification. The Company incurred $18.8 million of transaction costs related to the issuance of the 2025 Notes. The Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds from the 2025 Notes. Issuance costs attributable to the liability component are being amortized to interest expense over the term of the 2025 Notes using the effective interest method, and issuance costs attributable to the equity component are included along with the equity component in stockholders' equity. The 2025 Notes were not convertible at April 30, 2020, as none of the 2025 Notes conversion conditions were met. 2023 Notes In January 2018, the Company issued 2023 Notes in aggregate principal amount of $230.0 million in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the Convertible Notes are $200.4 million, net of debt issuance costs, including the underwriting discount and the cash used to purchase the capped call, discussed below. The 2023 Notes have an initial conversion rate of 22.4685 shares of common stock per $1,000 principal (equivalent to an initial conversion price of approximately $44.5068 per share of its common stock). The interest rate is fixed at 0.375% per annum for the 2023 Notes and is payable semi-annually in arrears on July 15 and January 15 of each year, which commenced on July 15, 2018. Refer to the Company’s consolidated financial statements for the year ended January 31, 2019 for details of the issuance of 2023 Notes. For more than twenty trading days during the thirty consecutive trading days ended April 30, 2020, the last reported sale price of the Company’s common stock exceeded 130% of the conversion price of the 2023 Notes. As a result, the 2023 Notes were convertible at the option of the holders and remained classified as current liabilities on the condensed consolidated balance sheet as of April 30, 2020. The conversion condition for the 2023 Notes was initially met during the three months ended April 30, 2019, and has been met for each subsequent fiscal quarter. Through April 30 2020, the Company received conversion requests on the principal amount of the 2023 Notes totaling approximately $96.0 million, out of which approximately $92.0 million on the principal amount was settled during the quarter ended April 30, 2020 by paying cash for the principal amount of $92.0 million and issuing approximately 1.5 million shares of the Company’s common stock, bearing a fair value of approximately $203.4 million. During the quarter ended April 30, 2020, the Company recognized a gain on conversion of the convertible senior notes of approximately $2.6 million representing the net carrying amount in excess of the fair value of the liability component of the converted notes on the respective settlement dates. The amount is included in interest income and other, net in our condensed consolidated statement of operations. In relation to the $4.0 million principal amount of unsettled conversion requests, as of April 30, 2020, the Company reclassified a portion of the equity of approximately $752,000, representing the difference between the principal and net carrying amount of the notes requested for conversion, into temporary equity, as these requests will be settled during the subsequent quarter. In addition, from May 1, 2020 to the date of this filing, the Company has received additional conversion requests for $28.9 million principal amount, which are expected to be settled during the quarter ending July 31, 2020. The 2025 Notes and 2023 Notes consisted of the following (in thousands): As of As of April 30, 2020 January 31, 2020 2025 Notes 2023 Notes 2025 Notes 2023 Notes Liability: Principal $ 805,000 $ 137,953 $ 805,000 $ 230,000 Unamortized debt discount and issuance costs (1) (233,103 ) (23,788 ) (242,388 ) (42,885 ) Net carrying amount $ 571,897 $ 114,165 $ 562,612 $ 187,115 Carrying amount of the equity component (2) $ 246,967 $ 41,441 $ 246,967 $ 60,470 ( 1 ) Included in the condensed consolidated balance sheets within Convertible senior notes, net and amortized over the remaining lives of the Notes. The 2025 Notes are classified as long-term liabilities and the 2023 Notes are classified as current liabilities. ( 2 ) Included in the condensed consolidated balance sheets within additional paid-in capital and temporary equity. The effective interest rates of the liability component of the 2025 Notes and 2023 Notes, excluding each notes conversions options, is 7.05% and 7.66%, respectively. As of April 30, 2020 and January 31, 2020, the if-converted value of the 2025 Notes exceeded the principal amount by $83.2 million and $7.8 million, respectively. As of April 30, 2020 and January 31, 2020, the if-converted value of the 2023 Notes exceeded the principal amount by $407.9 million and $602.8 million, respectively. During the three months ended April 30, 2020 and 2019, the Company recognized $11.9 million and $3.0 million, respectively, of interest expense related to the amortization of debt discount and issuance costs, and $400,000 and $200,000, respectively, of coupon interest expense. As of April 30, 2020, the remaining life of the 2025 Notes and 2023 Notes is approximately 5.1 years and 2.7 years, respectively. Capped Calls In conjunction with the issuance of the 2025 Notes and 2023 Notes, the Company entered into capped call transactions (the “Capped Calls”) on the Company’s stock with certain counterparties at a price of $118.7 million and $23.3 million, respectively. The Capped Calls exercise price is equal to the initial conversion price of each of the Convertible Notes, and the cap price is $295.55 per share for 2025 Notes and $63.821 per share for 2023 Notes, both subject to certain adjustments under the terms of the Capped Call transactions. If either convertible notes conversion option is exercised, the corresponding convertible note capped call will become exercisable on the same date. As of the date of filing, the Company has not exercised the Capped Calls. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion its stock price exceeds the conversion price. The cost of the Capped Calls is not expected to be tax-deductible as the Company did not elect to integrate the Capped Calls into the respective convertible notes for tax purposes. The cost of the Capped Calls was recorded as a reduction of the Company’s additional paid-in capital in the accompanying condensed consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 . Commitments and Contingencies Commitments The Company leases office space under non-cancelable operating leases with various expiration dates through July 2027. For the three months ended April 30, 2020 and 2019, lease costs in relation to long-term leases were approximately $2.6 million and $1.8 million, respectively. For the three months ended April 30, 2020 and 2019, short-term leases costs were approximately $300,000 and $400,000, respectively. Variable lease costs were immaterial for the three months ended April 30, 2020 and 2019. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments or the lease right-of-use asset/lease liability. For the three months ended April 30, 2020 and 2019, cash paid for operating lease liabilities was approximately $2.7 million and $1.7 million, respectively. For the three months ended April 30, 2020 and 2019, right-of-use assets obtained in exchange of lease obligations was approximately $125,000 and $1.1 million, respectively. As of April 30, 2020, the weighted-average remaining lease term was 4.0 years, and the weighted-average discount rate was 6.36%. Additionally, the Company has current contractual purchase obligations for hosting services that support business operations. As of April 30, 2020, the remaining maturities of operating lease liabilities and future purchase obligations are as follows (in thousands): Year Ending January 31, Operating Lease Obligations Future Purchase Obligations of Hosting Services 2021 (remaining nine months) $ 7,453 $ 7,294 2022 9,108 14,121 2023 8,165 15,000 2024 7,262 2,500 2025 2,661 — Thereafter 917 — Total payments 35,566 $ 38,915 Less imputed interest (4,046 ) Total $ 31,520 Contingencies The Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Warranties and Indemnifications The Company’s cloud-based software platform and applications are typically warranted against material decreases in functionality and to perform in a manner consistent with general industry standards and in accordance with the Company’s online documentation under normal use and circumstances. The Company includes service level commitments to its customers, typically regarding certain levels of uptime reliability and performance and if the Company fails to meet those levels, customers can receive credits and in some cases, terminate their relationship with the Company. To date, the Company has not incurred any material costs as a result of such commitments. The Company generally agrees to defend and indemnify its customers against legal claims that the Company’s platform infringes patents, copyrights or other intellectual property rights of third parties. To date, the Company has not been required to make any payment resulting from such infringement claims and has not recorded any related liabilities. In addition, the Company has indemnification agreements with its directors and certain of its officers that require the Company to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, the Company has not incurred any material costs, and not accrued any liabilities in its condensed consolidated financial statements, as a result of these obligations. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 . Income Taxes The Company is subject to federal and various state income taxes in the United States as well as income taxes in foreign jurisdictions in which it conducts business. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company recorded a tax provision of approximately $229,000 and $410,000 for the three months ended April 30, 2020 and 2019, respectively, representing effective tax rates of (1.57%) and (2.04%), respectively. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in all periods presented is primarily due to a full valuation allowance related to the Company's U.S. deferred tax assets and foreign expense on the Company's profitable jurisdictions. The Company's material income tax jurisdictions are the United States (federal) and California. As a result of net operating loss carryforwards, the Company is subject to audits for tax years 2006 and onward for federal purposes and 2009 and onward for California purposes. There are tax years which remain subject to examination in various other state and foreign jurisdictions that are not material to the Company's financial statements. On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act). The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. The Company does not expect there to be a significant tax impact on its condensed consolidated financial statements at this time, and will continue to assess the implications of the CARES Act and its continuing developments and interpretations. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Apr. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 12 . Net Loss per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities as they do not share in losses. During periods when the Company is in a net loss position, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders as the effects of potentially dilutive securities are anti-dilutive given the net loss of the Company. The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): Three Months Ended April 30, 2020 2019 Numerator: Net loss attributable to common stockholders $ (14,816 ) $ (20,468 ) Denominator: Weighted-average common shares outstanding 65,468 60,785 Net loss per share attributable to common stockholders, basic and diluted $ (0.23 ) $ (0.34 ) Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of April 30, 2020 2019 Options to purchase common stock 3,824,566 6,097,917 RSUs 3,399,474 3,582,499 Unvested common shares subject to repurchase 66,450 161,651 Shares committed under the ESPP 30,751 30,913 Contingent stock consideration for DCR acquisition 377,138 377,138 Holdback shares for Aquiire acquisition — 37,570 Total 7,698,379 10,287,688 Additionally, approximately 5.0 million and 3.1 million shares underlying the conversion option in the 2025 Notes and 2023 Notes, respectively, are not considered in the calculation of diluted net loss per share as the effect would be anti-dilutive. These number of shares are subject to adjustment up to approximately 6.8 million and 4.1 million shares for the 2025 and 2023 Notes, respectively, if certain corporate events occur prior to the maturity date or if the Company issues a notice of redemption. The Company uses the treasury stock method for calculating any potential dilutive effect of the conversion option on diluted net income per share, if applicable. During the three months ended April 30, 2020, the average market price of the Company’s common stock exceeded the conversion price of the 2023 Notes of $44.51 per share and did not exceed the conversion price of the 2025 Notes of $159.60 per share. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Apr. 30, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Information | Note 13. Business Segment Information The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”). The CEO reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single |
Significant Customers and Geogr
Significant Customers and Geographic Information | 3 Months Ended |
Apr. 30, 2020 | |
Geographic Areas Revenues From External Customers [Abstract] | |
Significant Customers and Geographic Information | Note 14 . Significant Customers and Geographic Information No customer balance comprised 10% or more of total accounts receivable at April 30, 2020 or January 31, 2020. During the three months ended April 30, 2020 and April 30, 2019, revenues by geographic area, based on billing addresses of the customers, were as follows (in thousands): Three Months Ended April 30, 2020 2019 United States $ 78,716 $ 50,780 Foreign countries 40,498 30,564 Total revenues $ 119,214 $ 81,344 No single foreign country represented more than 10% of the Company’s revenues in any period. Additionally, no single customer represented more than 10% of the Company’s revenues in any period. |
Related Parties
Related Parties | 3 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 15. Related Parties Morgan Stanley was a counterparty to certain capped call transactions with the Company, an initial purchaser in the offering of the 2025 Notes and the 2023 Notes, a customer of the Company, and held more than 10% of the Company’s voting common stock during the quarter ended April 30, 2020. In June 2019 and January 2018, the Company paid fees of approximately $29.7 million and $7.0 million to Morgan Stanley who was one of the counterparties to the capped calls that the Company purchased in connection with the issuance of the 2025 Notes and 2023 Notes, respectively. Morgan Stanley also earned fees of $8.0 million and $2.8 million for acting as an initial purchaser of the 2025 Notes and 2023 Notes, respectively. As of and for the three months ended April 30, 2020 and 2019, the receivables balance and the Company’s revenue recognized from this customer were not material. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2020 filed with the SEC on March 20, 2020 (the “Form 10-K”). The condensed consolidated financial statements include the results of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated during consolidation. The condensed consolidated balance sheet as of January 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. There have been no changes to the significant accounting policies described in the Form 10-K for the year ended January 31, 2020, other than the adoption of accounting pronouncements as described in the “Recently Adopted Accounting Pronouncements” section below. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates its significant estimates including, but not limited to, the lives of tangible and intangible assets, stock-based compensation, the fair value of the contingent purchase consideration, the estimate of credit losses on accounts receivable and marketable securities, the valuation of acquired intangible assets and the recoverability or impairment of intangible assets, including goodwill, revenue recognition, convertible senior notes fair value, the benefit period of deferred commissions, and provision for (benefit from) income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, marketable securities, and accounts receivable. Cash deposits exceed amounts insured by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. Refer to Note 14, “Significant Customers and Geographic Information” for additional information on significant customers during the period. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss consists of net loss, other comprehensive gain (loss) in relation to defined benefits plans, net of tax, and changes in unrealized gain (loss) on marketable securities, net of tax. The other comprehensive gain (loss) in relation to defined benefits plans represents net deferred gains and losses and prior service costs and credits for the defined benefit pension plans. |
Fair Value Measurements | Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Subsequent changes in fair value of these financial assets and liabilities are recognized in earnings or other comprehensive loss when they occur. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurement or assumptions that market participants would use in pricing the assets or liabilities, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than quoted price in active markets for identical assets or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially full term of assets or liabilities. • Level 3 - Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the assets or liabilities. |
Revenue Recognition | Revenue Recognition The Company derives its revenues primarily from subscription fees and professional services fees. Revenues are recognized when control of these services are transferred to the Company’s customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. Revenues are recognized net of applicable taxes imposed on the related transaction. The Company’s revenue recognition policy follows guidance from Accounting Standards Codification 606, Revenue from Contracts with Customers (Topic 606) . The Company determines revenue recognition through the following five-step framework: • 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; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Subscription Revenues The Company offers subscriptions to its cloud-based business spend management platform, including procurement, invoicing and expense management. Subscription revenues consist primarily of fees to provide the Company’s customers access to its cloud-based platform, which includes routine customer support. Subscription contracts do not provide customers with the right to take possession of the software, are non-cancelable, and do not contain general rights of return. Generally, subscription revenues are recognized ratably over the contractual term of the arrangement, beginning on the date that the service is made available to the customer. Subscription contracts typically have a term of three years with invoicing occurring in annual installments at the beginning of each year in the subscription period. Subscription revenues also include fees to provide support and updates to legacy Exari customers. The support and update revenues associated with these customers are recognized ratably over the contract term. Professional Services Revenues and Other The Company offers professional services which primarily include deployment services, optimization services, and training. Professional services are generally sold on a fixed-fee or time-and-materials basis. For services billed on a fixed-fee basis, invoicing typically occurs in advance, and revenue is recognized over time based on the proportion performed. For services billed on a time-and-materials basis, revenue is recognized over time as services are performed. Refer to Note 14, “Significant Customers and Geographic Information” for additional information on disaggregated revenue during the period. Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Subscription and professional services are both distinct performance obligations that are accounted for separately. In contracts with multiple performance obligations, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis. The determination of standalone selling price (“SSP”) for each distinct performance obligation requires judgment. The Company determines SSP for performance obligations based on overall pricing objectives, which take into consideration market conditions and entity-specific factors. This includes a review of historical data related to the size of arrangements, the cloud applications being sold, customer demographics and the numbers and types of users within the arrangements. The Company uses a range of amounts to estimate SSP for performance obligations. There is typically more than one SSP for individual products and services due to the stratification of those products and services by considerations such as size and type of customer. Contract Balances The timing of revenue recognition may differ from the timing of invoicing for contracts with customers. The Company records a receivable when revenue is recognized prior to invoicing. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition. Subscription and fixed-fee professional services arrangements are commonly billed in advance, recognized as deferred revenue, and then amortized into revenue over time. However, other professional services arrangements, primarily those recognized on a time-and-materials basis, are billed in arrears following services that have been rendered. This may result in revenue recognition greater than invoiced amounts which results in a receivable balance. Receivables represent an unconditional right to payment. As of April 30, 2020 and January 31, 2020, the balance of accounts receivable, net of the allowance for doubtful accounts, was $90.3 million and $118.5 million, respectively. Of these balances, $5.6 million and $6.1 million represent short-term unbilled receivable amounts as of April 30, 2020 and January 31, 2020, respectively. As of April 30, 2020 and January 31, 2020, the Company had long-term unbilled receivables of approximately $310,000 and $350,000, respectively, which were included in Other assets on the condensed consolidated balance sheet. When the timing of revenue recognition differs from the timing of invoicing, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. Payment terms vary by contract type, however arrangements typically stipulate a requirement for the customer to pay within 30 days. At any point in the contract term, the transaction price may be allocated to performance obligations that are unsatisfied or are partially unsatisfied. These amounts relate to remaining performance obligations on non-cancelable contracts which include both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. As of April 30, 2020 , approximately $ million of revenue is expected to be recognized from remaining performance obligations, a majority of which is related to multi-year subscription arrangements . The Company expects to recognize revenue on approximately three-fourths of these remaining performance obligations within the next 24 months and the remainder thereafter. The Company applies the practical expedient to exclude remaining performance obligations that are part of contracts with an original expected duration of one year or less. During the three months ended April 30, 2020 , the revenue recognized from performance obligations satisfied in prior periods was approximately $ 3.4 million . |
Accounts Receivable and Allowances for Doubtful Accounts and Credit Losses | Accounts Receivable and Allowances for Doubtful Accounts and Credit Losses The Company extends credit to its customers in the normal course of business and does not require cash collateral or other security to support the collection of customer receivables. The Company estimates the amount of uncollectible accounts receivable at the end of each reporting period and provides a reserve when needed based on an assessment of various factors including the aging of the receivable balance, historical experience, and expectations of forward-looking loss estimates. When developing the expectations of forward-looking loss estimates, the Company take into consideration forecasts of future economic conditions, information about past events, such as historical trends of write-offs, and customer-specific circumstances, such as bankruptcies and disputes. Accounts receivable are written off when deemed uncollectible. The allowances for doubtful accounts and credit losses were approximately $1.3 million as of April 30, 2020 and not material as of January 31, 2020. |
Marketable Securities | Marketable Securities Marketable securities consist of financial instruments such as U.S. treasury securities, U.S. agency obligations, corporate notes and bonds, commercial paper, asset backed securities and certificates of deposit. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at estimated fair value. Credit losses related to the marketable securities are recorded in interest income and other, net in the condensed consolidated statements of operations through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Any remaining unrealized losses, or any unrealized gains, for marketable securities are included in accumulated other comprehensive income, a component of stockholders’ equity. If quoted prices for identical instruments are available in an active market, marketable securities are classified within Level 1 of the fair value hierarchy. If quoted prices for identical instruments in active markets are not available, fair values are estimated using quoted prices of similar instruments and are classified within Level 2 of the fair value hierarchy. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of customer billings or payments received in advance of the recognition of revenue and is recognized as revenue as the revenue recognition criteria are met. The Company generally invoices its customers annually for the forthcoming year of service. Accordingly, the Company’s deferred revenue balance does not include revenue for future years of multiple year non-cancellable contracts that have not yet been billed. During the three months ended April 30, 2020, the Company recognized revenue of $83.3 million that was included in the deferred revenue balance as of January 31, 2020. |
Deferred Commissions | Deferred Commissions Commissions are earned by sales personnel upon the execution of the sales contract by the customer, and commission payments are made shortly after they are earned. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit of five years. The Company determined the period of benefit by taking into consideration its past experience with customers, future cash flows expected from customers, industry peers and other available information. The Company capitalized commission costs of $2.0 million and $3.8 million and amortized $3.2 million and $2.0 million to sales and marketing expense in the accompanying condensed consolidated statements of operations during the three months ended April 30, 2020 and 2019, respectively. |
Leases | Leases Leases arise from contracts which convey the right to control the use of identified property or equipment for a period of time in exchange for consideration. The Company’s leasing arrangements are primarily for office space used to conduct operations. Leases are classified at commencement as either operating or finance leases. As of April 30, 2020, all of the Company’s leases are classified as operating leases. Rent expense for operating leases is recognized using the straight-line method over the term of the agreement beginning on the lease commencement date. At commencement, the Company records a lease liability at the present value of future lease payments, net of any future lease incentives to be received. Lease agreements may include options to renew the lease term, which is not included in the lease periods to calculate future lease payments unless it is reasonably certain the Company will renew the lease. The Company estimates its incremental borrowing rate (“IBR”) based on the information available at the lease commencement date in determining the present value of lease payments. In determining the appropriate IBR, the Company considers information including, but not limited to, the lease term and the currency in which the arrangement is denominated. At commencement, the Company also records a corresponding right-of-use asset, which is calculated based on the amount of the lease liability, adjusted for any advance lease payments made and initial direct costs incurred. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. As of April 30, 2020, the Company was not a lessor in leasing arrangements or a party to any sublease arrangements. |
Recently Adopted Accounting Pronouncements | Recent Accounting Guidance Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU No. 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard on February 1, 2020, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The standard simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for fiscal years, and interim period within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The Company early adopted this standard on February 1, 2020, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-14, which amends FASB ASC Topic 715, "Compensation - Retirement Benefits." The amendments in this guidance modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments in this guidance remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures and add disclosure requirements identified as relevant. This guidance is effective for annual reporting periods ending after December 15, 2020, with early adoption permitted, and is required to be adopted retrospectively. The Company is currently evaluating the timing and method of adoption and the related impact of ASU No. 2018-14 on its condensed consolidated financial statements. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Available-for-sale Marketable Securities Excluding Securities Classified within Cash and Cash Equivalents on Consolidated Balance Sheets | The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents on the condensed consolidated balance sheets (in thousands): April 30, 2020 Amortized Costs Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 273,635 $ 1,734 $ — $ 275,369 Corporate notes and bonds 120,234 559 (60 ) 120,733 Asset backed securities 5,014 21 — 5,035 U.S. agency obligations 5,001 — (2 ) 4,999 Certificates of deposit 3,838 — — 3,838 Total marketable securities $ 407,722 $ 2,314 $ (62 ) $ 409,974 January 31, 2020 Amortized Costs Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 306,871 $ 324 $ — $ 307,195 Corporate notes and bonds 155,751 272 — 156,023 Commercial paper 15,977 — — 15,977 Asset backed securities 15,501 17 — 15,518 Certificates of deposit 4,447 — — 4,447 Total marketable securities $ 498,547 $ 613 $ — $ 499,160 |
Schedule of Fair Values of Available-for-sale Marketable Securities by Remaining Contractual Maturity | As of April 30, 2020, the fair values of available-for-sale marketable securities, by remaining contractual maturity, were as follows (in thousands): Due within one year $ 331,806 Due in one year through five years 78,168 Total $ 409,974 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Yapta | |
Summary of Major Classes of Assets and Liabilities Allocated the Fair Value of Purchase Consideration | The major classes of assets and liabilities to which the Company has allocated the total fair value of purchase consideration of $111.2 million were as follows (in thousands): December 13, 2019 Cash and cash equivalents $ 333 Accounts receivable 3,700 Intangible assets 39,710 Other assets 1,648 Goodwill 70,694 Deferred tax liability, net (2,347 ) Accounts payable and other liabilities (2,554 ) Total consideration $ 111,184 |
Summary of Intangible Assets Acquired Based on Valuation | Based on this valuation, the intangible assets acquired were (in thousands): Fair Value Useful life (in Years) Developed technology $ 31,300 4 Customer relationships 8,300 5 Trademarks 110 0.5 Total intangible assets $ 39,710 |
Exari | |
Summary of Major Classes of Assets and Liabilities Allocated the Fair Value of Purchase Consideration | The major classes of assets and liabilities to which the Company has allocated the fair value of purchase consideration were as follows (in thousands): May 6, 2019 Cash and cash equivalents $ 6,337 Accounts receivable 7,863 Intangible assets 57,000 Other assets 5,646 Goodwill 163,170 Accounts payable and other current liabilities (6,232 ) Deferred revenue (4,443 ) Deferred tax liability, net (11,046 ) Other non-current liabilities (3,679 ) Total consideration $ 214,616 |
Summary of Intangible Assets Acquired Based on Valuation | Based on this valuation, the intangible assets acquired were (in thousands): Fair Value Useful life (in Years) Developed technology $ 45,400 3 to 5 Customer relationships 11,100 5 Trademarks 500 1 Total intangible assets $ 57,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis at April 30, 2020 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 177,344 $ — $ — $ 177,344 Marketable securities: U.S. treasury securities — 275,369 — 275,369 Corporate notes and bonds — 120,733 — 120,733 Asset backed securities — 5,035 — 5,035 U.S. agency obligations — 4,999 — 4,999 Certificate of deposit — 3,838 — 3,838 Total assets $ 177,344 $ 409,974 $ — $ 587,318 (1) Included in cash and cash equivalents. The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis at January 31, 2020 (in thousands): Level 1 Level 2 Level 3 Total Cash equivalents: (1) Money market funds $ 120,242 $ — $ — $ 120,242 Corporate notes and bonds — 2,011 — 2,011 Marketable securities: U.S. treasury securities — 307,195 — 307,195 Corporate notes and bonds — 156,023 — 156,023 Commercial paper — 15,977 — 15,977 Asset backed securities — 15,518 — 15,518 Certificates of deposit — 4,447 — 4,447 Total assets $ 120,242 $ 501,171 $ — $ 621,413 Other liabilities: Contingent consideration payable $ — $ — $ 12,500 $ 12,500 Total liabilities $ — $ — $ 12,500 $ 12,500 (1) Included in cash and cash equivalents. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): April 30, January 31, 2020 2020 Furniture and equipment $ 7,892 $ 6,767 Software development costs 35,947 33,326 Leasehold improvements 1,873 1,880 Construction in progress 471 45 Total property and equipment 46,183 42,018 Less: accumulated depreciation and amortization (25,143 ) (23,216 ) Property and equipment, net $ 21,040 $ 18,802 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill | The following tables represent the changes in goodwill (in thousands): Balance at January 31, 2020 $ 442,112 Adjustment 974 Balance at April 30, 2020 $ 443,086 |
Summary of Other Intangible Assets Balances | The following table summarizes the other intangible assets balances (in thousands): As of April 30, 2020 January 31, 2020 Weighted Average Remaining Useful Lives (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.6 $ 125,135 $ (33,650 ) $ 91,485 $ 125,135 $ (26,840 ) $ 98,295 Customer relationships 3.9 38,294 (9,991 ) 28,303 38,294 (8,061 ) 30,233 Trademarks 0.1 955 (948 ) 7 955 (823 ) 132 Total other intangible assets $ 164,384 $ (44,589 ) $ 119,795 $ 164,384 $ (35,724 ) $ 128,660 |
Future Amortization Expense of Other Intangible Assets | As of April 30, 2020, the future amortization expense of other intangible assets is as follows (in thousands): Year Ending January 31, 2021 (remaining nine months) $ 26,228 2022 34,538 2023 29,985 2024 23,868 2025 5,176 Thereafter — Total $ 119,795 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | Options Outstanding Outstanding Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual (in Years) Aggregate Intrinsic Value Balance at January 31, 2020 4,233,435 $ 17.28 6.36 $ 609,061 Option grants — — — — Options exercised (404,858 ) $ 7.97 — — Options forfeited (4,011 ) $ 12.52 — — Balance at April 30, 2020 3,824,566 $ 18.27 6.19 $ 603,589 Exercisable at April 30, 2020 3,075,574 $ 11.44 5.83 $ 506,393 ( 1) The above table includes 878,869 stock options with market and service based conditions. |
Summary of Activity Related to RSUs | Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Awarded and unvested at January 31, 2020 2,830,782 $ 70.90 Awards granted 922,039 $ 146.26 Awards vested (298,155 ) $ 55.06 Awards forfeited (55,192 ) $ 79.11 Awarded and unvested at April 30, 2020 3,399,474 $ 92.60 (1) The above table includes 100,178 restricted share units with market and service based conditions. |
Total Stock-Based Compensation Expense | The Company’s total stock-based compensation expense as of the dates indicated was as follows (in thousands): Three Months Ended April 30, 2020 2019 Cost of revenue: Subscription $ 2,158 $ 1,388 Professional services and other 2,412 1,445 Research and development 6,124 4,048 Sales and marketing 7,513 4,839 General and administrative 5,990 5,125 Total $ 24,197 $ 16,845 |
Assumptions used to Estimate Fair Values of Stock Options Granted | The fair values of the Company’s stock options granted during the three months ended April 30, 2020 and 2019 were estimated using the following assumptions: Three Months Ended April 30, 2020 2019 Employee Stock Options: Expected term (in years) — 6.0 Volatility — 42.7% Risk-free interest rate — 2.4% Dividend yield — — Employee Stock Purchase Plan: Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Volatility 48.6% - 54.8% 45.5% - 65.9% Risk-free interest rate 0.3% - 0.4% 2.4% - 2.5% Dividend yield — — Market-based Award Expected term (in years) 3.0 — Volatility 48.4% — Risk-free interest rate 0.4% — Dividend yield — — |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Debt Instruments [Abstract] | |
Schedule of Components of Convertible Senior Notes | The 2025 Notes and 2023 Notes consisted of the following (in thousands): As of As of April 30, 2020 January 31, 2020 2025 Notes 2023 Notes 2025 Notes 2023 Notes Liability: Principal $ 805,000 $ 137,953 $ 805,000 $ 230,000 Unamortized debt discount and issuance costs (1) (233,103 ) (23,788 ) (242,388 ) (42,885 ) Net carrying amount $ 571,897 $ 114,165 $ 562,612 $ 187,115 Carrying amount of the equity component (2) $ 246,967 $ 41,441 $ 246,967 $ 60,470 ( 1 ) Included in the condensed consolidated balance sheets within Convertible senior notes, net and amortized over the remaining lives of the Notes. The 2025 Notes are classified as long-term liabilities and the 2023 Notes are classified as current liabilities. ( 2 ) Included in the condensed consolidated balance sheets within additional paid-in capital and temporary equity. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Remaining Maturities of Operating Lease Liabilities and Future Purchase Obligations | Additionally, the Company has current contractual purchase obligations for hosting services that support business operations. As of April 30, 2020, the remaining maturities of operating lease liabilities and future purchase obligations are as follows (in thousands): Year Ending January 31, Operating Lease Obligations Future Purchase Obligations of Hosting Services 2021 (remaining nine months) $ 7,453 $ 7,294 2022 9,108 14,121 2023 8,165 15,000 2024 7,262 2,500 2025 2,661 — Thereafter 917 — Total payments 35,566 $ 38,915 Less imputed interest (4,046 ) Total $ 31,520 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): Three Months Ended April 30, 2020 2019 Numerator: Net loss attributable to common stockholders $ (14,816 ) $ (20,468 ) Denominator: Weighted-average common shares outstanding 65,468 60,785 Net loss per share attributable to common stockholders, basic and diluted $ (0.23 ) $ (0.34 ) |
Potentially Dilutive Securities Not Included in Diluted per Share Calculations | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of April 30, 2020 2019 Options to purchase common stock 3,824,566 6,097,917 RSUs 3,399,474 3,582,499 Unvested common shares subject to repurchase 66,450 161,651 Shares committed under the ESPP 30,751 30,913 Contingent stock consideration for DCR acquisition 377,138 377,138 Holdback shares for Aquiire acquisition — 37,570 Total 7,698,379 10,287,688 |
Significant Customers and Geo_2
Significant Customers and Geographic Information (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Geographic Areas Revenues From External Customers [Abstract] | |
Revenues by Geographic Area | During the three months ended April 30, 2020 and April 30, 2019, revenues by geographic area, based on billing addresses of the customers, were as follows (in thousands): Three Months Ended April 30, 2020 2019 United States $ 78,716 $ 50,780 Foreign countries 40,498 30,564 Total revenues $ 119,214 $ 81,344 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Jan. 31, 2020 | |
Significant Accounting Policies [Line Items] | |||
Subscriptions revenue contracts term | 3 years | ||
Accounts receivable, net of allowances | $ 90,258,000 | $ 118,508,000 | |
Short-term unbilled receivable | 5,600,000 | 6,100,000 | |
Revenue expected to be recognized from remaining performance obligation | 701,800,000 | ||
Revenue recognized from performance obligations satisfied in prior periods | 3,400,000 | ||
Allowances for doubtful accounts and credit losses | 1,300,000 | ||
Revenue recognized from deferred revenue | $ 83,300,000 | ||
Deferred commission, amortization period | 5 years | ||
Capitalized commission costs | $ 2,000,000 | $ 3,800,000 | |
Amortization of deferred commissions | $ 3,200,000 | $ 2,000,000 | |
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Payment terms of customers | 30 days | ||
Other Assets | |||
Significant Accounting Policies [Line Items] | |||
Long-term unbilled receivables | $ 310,000 | $ 350,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-05-01 | Apr. 30, 2020 |
Significant Accounting Policies [Line Items] | |
Revenue expected to be recognized from remaining performance obligation with in next 24 months | 75.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 24 months |
Marketable Securities - Summary
Marketable Securities - Summary of Available-for-sale Marketable Securities Excluding Securities Classified within Cash and Cash Equivalents on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Jan. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Costs | $ 407,722 | $ 498,547 |
Unrealized Gains | 2,314 | 613 |
Unrealized Losses | (62) | |
Fair Value | 409,974 | 499,160 |
U.S. treasury securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Costs | 273,635 | 306,871 |
Unrealized Gains | 1,734 | 324 |
Fair Value | 275,369 | 307,195 |
U.S. agency obligations | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Costs | 5,001 | |
Unrealized Losses | (2) | |
Fair Value | 4,999 | |
Corporate notes and bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Costs | 120,234 | 155,751 |
Unrealized Gains | 559 | 272 |
Unrealized Losses | (60) | |
Fair Value | 120,733 | 156,023 |
Asset backed securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Costs | 5,014 | 15,501 |
Unrealized Gains | 21 | 17 |
Fair Value | 5,035 | 15,518 |
Certificates of deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Costs | 3,838 | 4,447 |
Fair Value | $ 3,838 | 4,447 |
Commercial paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Costs | 15,977 | |
Fair Value | $ 15,977 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Fair Values of Available-for-sale Marketable Securities by Remaining Contractual Maturity (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Jan. 31, 2020 |
Available For Sale Securities Debt Maturities [Abstract] | ||
Due within one year | $ 331,806 | |
Due in one year through five years | 78,168 | |
Total fair values of available-for-sale investment securities | $ 409,974 | $ 499,160 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Dec. 13, 2019 | May 06, 2019 | Apr. 30, 2020 | Jan. 31, 2020 |
Yapta | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, effective date of acquisition | Dec. 13, 2019 | |||
Business acquisition consideration paid in cash | $ 98,700 | |||
Cash contingent achievement of target revenue | 12,500 | |||
Amount held in escrow deposit | $ 9,800 | |||
Escrow deposit held in period | 15 months | |||
Contingent consideration payable | $ 12,500 | $ 0 | $ 12,500 | |
Reversal of contingent liability | 12,500 | |||
Total fair value of purchase consideration | $ 111,184 | |||
Yapta | General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Reversal of contingent liability | $ 12,500 | |||
Acquisition related costs | 800 | |||
Exari | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, effective date of acquisition | May 6, 2019 | |||
Business acquisition consideration paid in cash | $ 214,600 | |||
Total fair value of purchase consideration | $ 214,616 | |||
Exari | General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 2,800 |
Business Combinations - Summary
Business Combinations - Summary of Major Classes of Assets and Liabilities Allocated the Purchase Price (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Jan. 31, 2020 | Dec. 13, 2019 | May 06, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 443,086 | $ 442,112 | ||
Yapta | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 333 | |||
Accounts receivable | 3,700 | |||
Intangible assets | 39,710 | |||
Other assets | 1,648 | |||
Goodwill | 70,694 | |||
Deferred tax liability, net | (2,347) | |||
Accounts payable and other liabilities | (2,554) | |||
Total consideration | $ 111,184 | |||
Exari | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 6,337 | |||
Accounts receivable | 7,863 | |||
Intangible assets | 57,000 | |||
Other assets | 5,646 | |||
Goodwill | 163,170 | |||
Deferred revenue | (4,443) | |||
Deferred tax liability, net | (11,046) | |||
Accounts payable and other liabilities | (6,232) | |||
Other non-current liabilities | (3,679) | |||
Total consideration | $ 214,616 |
Business Combinations - Summa_2
Business Combinations - Summary of Intangible Assets Acquired Based on Valuation (Details) - USD ($) $ in Thousands | Dec. 13, 2019 | May 06, 2019 |
Yapta | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Fair Value | $ 39,710 | |
Exari | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Fair Value | $ 57,000 | |
Developed technology | Yapta | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Fair Value | $ 31,300 | |
Useful life (in Years) | 4 years | |
Developed technology | Exari | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Fair Value | $ 45,400 | |
Developed technology | Exari | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Useful life (in Years) | 3 years | |
Developed technology | Exari | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Useful life (in Years) | 5 years | |
Customer relationships | Yapta | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Fair Value | $ 8,300 | |
Useful life (in Years) | 5 years | |
Customer relationships | Exari | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Fair Value | $ 11,100 | |
Useful life (in Years) | 5 years | |
Trademarks | Yapta | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Fair Value | $ 110 | |
Useful life (in Years) | 6 months | |
Trademarks | Exari | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Fair Value | $ 500 | |
Useful life (in Years) | 1 year |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Jan. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | $ 409,974 | $ 499,160 | |
Corporate notes and bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 120,733 | 156,023 | |
U.S. treasury securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 275,369 | 307,195 | |
U.S. agency obligations | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 4,999 | ||
Asset backed securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 5,035 | 15,518 | |
Fair value measurements recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets | 587,318 | 621,413 | |
Total liabilities | 12,500 | ||
Fair value measurements recurring | Certificates of deposit | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 3,838 | 4,447 | |
Fair value measurements recurring | Money market funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash equivalents | [1] | 177,344 | 120,242 |
Fair value measurements recurring | Corporate notes and bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash equivalents | [1] | 2,011 | |
Marketable securities | 120,733 | 156,023 | |
Fair value measurements recurring | U.S. treasury securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 275,369 | 307,195 | |
Fair value measurements recurring | U.S. agency obligations | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 4,999 | ||
Fair value measurements recurring | Commercial paper | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 15,977 | ||
Fair value measurements recurring | Asset backed securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 5,035 | 15,518 | |
Fair value measurements recurring | Contingent consideration payable | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Other liabilities | 12,500 | ||
Fair value measurements recurring | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets | 177,344 | 120,242 | |
Fair value measurements recurring | Level 1 | Money market funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash equivalents | [1] | 177,344 | 120,242 |
Fair value measurements recurring | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets | 409,974 | 501,171 | |
Fair value measurements recurring | Level 2 | Certificates of deposit | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 3,838 | 4,447 | |
Fair value measurements recurring | Level 2 | Corporate notes and bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash equivalents | [1] | 2,011 | |
Marketable securities | 120,733 | 156,023 | |
Fair value measurements recurring | Level 2 | U.S. treasury securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 275,369 | 307,195 | |
Fair value measurements recurring | Level 2 | U.S. agency obligations | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 4,999 | ||
Fair value measurements recurring | Level 2 | Commercial paper | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | 15,977 | ||
Fair value measurements recurring | Level 2 | Asset backed securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | $ 5,035 | 15,518 | |
Fair value measurements recurring | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total liabilities | 12,500 | ||
Fair value measurements recurring | Level 3 | Contingent consideration payable | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Other liabilities | $ 12,500 | ||
[1] | Included in cash and cash equivalents. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Apr. 30, 2020 | Jan. 31, 2020 | Dec. 13, 2019 | Jan. 31, 2018 | |
0.125% Convertible Senior Notes Due 2025 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, Principal amount | $ 805,000 | $ 805,000 | ||
Debt instrument, Interest rate | 0.125% | |||
0.125% Convertible Senior Notes Due 2025 | Level 2 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Estimated fair value of convertible notes | $ 1,027,600 | 1,015,300 | ||
0.375% Convertible Senior Notes Due 2023 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Debt instrument, Principal amount | $ 137,953 | 230,000 | $ 230,000 | |
Debt instrument, Interest rate | 0.375% | 0.375% | ||
0.375% Convertible Senior Notes Due 2023 | Level 2 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Estimated fair value of convertible notes | $ 546,000 | 858,300 | ||
Yapta | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration payable | 0 | $ 12,500 | $ 12,500 | |
Reversal of contingent liability | $ 12,500 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Jan. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 46,183 | $ 42,018 |
Less: accumulated depreciation and amortization | (25,143) | (23,216) |
Property and equipment, net | 21,040 | 18,802 |
Furniture and equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 7,892 | 6,767 |
Software development costs | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 35,947 | 33,326 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 1,873 | 1,880 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 471 | $ 45 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense excluding software development costs | $ 552,000 | $ 339,000 |
Amortization expense related to software development costs | $ 1,400,000 | $ 657,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in Goodwill (Details) $ in Thousands | 3 Months Ended |
Apr. 30, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 442,112 |
Adjustment | 974 |
Ending balance | $ 443,086 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2020 | Jan. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 164,384 | $ 164,384 |
Accumulated Amortization | (44,589) | (35,724) |
Net Carrying Amount | $ 119,795 | 128,660 |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in years) | 3 years 7 months 6 days | |
Gross Carrying Amount | $ 125,135 | 125,135 |
Accumulated Amortization | (33,650) | (26,840) |
Net Carrying Amount | $ 91,485 | 98,295 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in years) | 3 years 10 months 24 days | |
Gross Carrying Amount | $ 38,294 | 38,294 |
Accumulated Amortization | (9,991) | (8,061) |
Net Carrying Amount | $ 28,303 | 30,233 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in years) | 1 month 6 days | |
Gross Carrying Amount | $ 955 | 955 |
Accumulated Amortization | (948) | (823) |
Net Carrying Amount | $ 7 | $ 132 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense related to other intangible assets | $ 8.9 | $ 3.2 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future Amortization Expense of Other Intangible Assets (Details) $ in Thousands | Apr. 30, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 (remaining nine months) | $ 26,228 |
2022 | 34,538 |
2023 | 29,985 |
2024 | 23,868 |
2025 | 5,176 |
Total | $ 119,795 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 171 Months Ended | |||
Mar. 31, 2018$ / sharesshares | Sep. 30, 2016$ / sharesshares | Apr. 30, 2020USD ($)VotePeriod$ / sharesshares | Apr. 30, 2019USD ($)$ / shares | Apr. 30, 2020USD ($)Vote$ / sharesshares | Jan. 31, 2020$ / sharesshares | |
Class Of Stock [Line Items] | ||||||
Common stock voting rights | Each share of common stock has the right to one vote. | |||||
Number of common stock voting rights | Vote | 1 | 1 | ||||
Dividends declared | $ | $ 0 | |||||
Dividends paid | $ | $ 0 | |||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Aggregate intrinsic value of exercised options | $ | $ 59,500,000 | $ 76,800,000 | ||||
Number of stock options granted | 0 | |||||
Weighted-average grant date fair value of options granted | $ / shares | $ 41.81 | |||||
Total grant date fair value of options vested | $ | $ 1,500,000 | $ 2,000,000 | ||||
Stock-based compensation expense recognized for market-based awards | $ | 24,197,000 | 16,845,000 | ||||
Capitalized Software Development Costs | ||||||
Class Of Stock [Line Items] | ||||||
Stock-based compensation capitalized in capitalized software development costs | $ | $ 2,400,000 | $ 1,200,000 | ||||
2016 Employee Stock Purchase Plan | ||||||
Class Of Stock [Line Items] | ||||||
Common stock reserved for issuance | 1,860,302 | 1,860,302 | ||||
Increase in number of shares reserved for issuance as percentage of outstanding shares of common stock on last day of prior fiscal year | 1.00% | |||||
Increase in common stock reserved for issuance shares | 1,250,000 | 1,250,000 | ||||
Duration of maximum offering period | 27 months | |||||
Initial offering period end date | Sep. 15, 2018 | |||||
Duration of new offering period | 24 months | |||||
Number of consecutive purchase periods | Period | 4 | |||||
Duration of consecutive purchase period | 6 months | |||||
Maximum percentage of eligible compensation for participants to purchase common stock through payroll deductions | 15.00% | 15.00% | ||||
Purchase price for each share of common stock as percentage of lower of fair market value per share on first day of applicable offering period | 85.00% | |||||
Number of shares of common stock purchased | 1,267,131 | |||||
Total unrecognized compensation cost | $ | $ 9,200,000 | $ 9,200,000 | ||||
Total unrecognized compensation cost, weighted-average amortization period | 1 year 6 months | |||||
Minimum | 2016 Employee Stock Purchase Plan | ||||||
Class Of Stock [Line Items] | ||||||
Expected term (in years) | 6 months | 6 months | ||||
Maximum | 2016 Employee Stock Purchase Plan | ||||||
Class Of Stock [Line Items] | ||||||
Expected term (in years) | 2 years | 2 years | ||||
Employee Stock Options | ||||||
Class Of Stock [Line Items] | ||||||
Expected term (in years) | 6 years | |||||
Market-Based Award | ||||||
Class Of Stock [Line Items] | ||||||
Expected term (in years) | 3 years | |||||
2016 Equity Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Common stock reserved for issuance | 10,051,349 | 10,051,349 | ||||
Increase in number of shares reserved for issuance as percentage of outstanding shares of common stock on last day of prior fiscal year | 5.00% | |||||
2016 Equity Incentive Plan | Market Based Restricted Stock Unit Awards | ||||||
Class Of Stock [Line Items] | ||||||
Number of RSUs Outstanding, Awards granted | 100,178 | |||||
Performance term | 3 years | |||||
2016 Equity Incentive Plan | Market Based Restricted Stock Unit Awards | Minimum | ||||||
Class Of Stock [Line Items] | ||||||
Options earning percentage | 0.00% | |||||
2016 Equity Incentive Plan | Market Based Restricted Stock Unit Awards | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Options earning percentage | 200.00% | |||||
2016 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||||
Class Of Stock [Line Items] | ||||||
Number of RSUs Outstanding, Awards granted | 922,039 | |||||
Total unrecognized compensation cost, weighted-average amortization period | 2 years 8 months 12 days | |||||
Total unrecognized compensation cost related to unvested restricted stock units | $ | $ 295,800,000 | $ 295,800,000 | ||||
2006 Stock Plan | Market-Based Award | Chief Executive Officer | ||||||
Class Of Stock [Line Items] | ||||||
Number of stock options granted | 544,127 | |||||
Stock options granted, exercise price | $ / shares | $ 13.04 | |||||
Stock option vesting period | 4 years | |||||
Stock option, number of shares vested and exercisable | 487,447 | 487,447 | ||||
Stock-based compensation expense recognized for market-based awards | $ | $ 1,000,000 | $ 410,000 | ||||
2016 Equity Plan | Market-Based Award | Chief Executive Officer | ||||||
Class Of Stock [Line Items] | ||||||
Number of stock options granted | 334,742 | |||||
Stock options granted, exercise price | $ / shares | $ 48.47 | |||||
Stock option vesting period | 4 years | |||||
Stock option, number of shares vested and exercisable | 0 | 0 | ||||
2006 Stock Plan and 2016 Equity Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Total unrecognized compensation cost related to unvested stock options | $ | $ 9,600,000 | $ 9,600,000 | ||||
2006 Stock Plan and 2016 Equity Incentive Plan | Employee Stock Options | ||||||
Class Of Stock [Line Items] | ||||||
Total unrecognized compensation cost, weighted-average amortization period | 2 years |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Jan. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Options, grants | 0 | |
2006 Stock Plan and 2016 Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Options, Outstanding, Beginning Balance | 4,233,435 | |
Stock Options, exercised | (404,858) | |
Stock Options, forfeited | (4,011) | |
Stock Options, Outstanding, Ending Balance | 3,824,566 | 4,233,435 |
Stock Options, Exercisable | 3,075,574 | |
Weighted-Average Exercise Price, Options Outstanding, Beginning Balance | $ 17.28 | |
Weighted-Average Exercise Price, Options exercised | 7.97 | |
Weighted-Average Exercise Price, Options forfeited | 12.52 | |
Weighted-Average Exercise Price, Options Outstanding, Ending Balance | 18.27 | $ 17.28 |
Weighted-Average Exercise Price, Exercisable | $ 11.44 | |
Weighted-Average Remaining Contractual Life (in Years), Options Outstanding | 6 years 2 months 8 days | 6 years 4 months 9 days |
Weighted-Average Remaining Contractual Life (in Years), Exercisable | 5 years 9 months 29 days | |
Aggregate Intrinsic Value, Options Outstanding | $ 603,589 | $ 609,061 |
Aggregate Intrinsic Value, Exercisable | $ 506,393 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Equity - Summary of Stock Option Activity (Parenthetical) (Details) - 2006 Stock Plan and 2016 Plan - shares | Apr. 30, 2020 | Jan. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options outstanding number | 3,824,566 | 4,233,435 |
Market and Service Based Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options outstanding number | 878,869 |
Common Stock and Stockholders_6
Common Stock and Stockholders' Equity - Summary of Activity Related to RSUs (Details) - 2016 Equity Incentive Plan - Restricted Stock Units (RSUs) | 3 Months Ended |
Apr. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding, Awarded and unvested, Beginning balance | shares | 2,830,782 |
Number of RSUs Outstanding, Awards granted | shares | 922,039 |
Number of RSUs Outstanding, Awards vested | shares | (298,155) |
Number of RSUs Outstanding, Awards forfeited | shares | (55,192) |
Number of RSUs Outstanding, Awarded and unvested, Ending balance | shares | 3,399,474 |
Weighted-Average Grant Date Fair Value, Awarded and unvested, Beginning balance | $ / shares | $ 70.90 |
Weighted-Average Grant Date Fair Value, Awards granted | $ / shares | 146.26 |
Weighted-Average Grant Date Fair Value, Awards vested | $ / shares | 55.06 |
Weighted-Average Grant Date Fair Value, Awards forfeited | $ / shares | 79.11 |
Weighted-Average Grant Date Fair Value, Awarded and unvested, Ending balance | $ / shares | $ 92.60 |
Common Stock and Stockholders_7
Common Stock and Stockholders' Equity - Summary of Activity Related to RSUs (Parenthetical) (Details) | 3 Months Ended |
Apr. 30, 2020shares | |
2016 Equity Incentive Plan | Market and Service Based Restricted Share Stock Unit Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Outstanding, Awards granted | 100,178 |
Common Stock and Stockholders_8
Common Stock and Stockholders' Equity - Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 24,197 | $ 16,845 |
Subscription | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,158 | 1,388 |
Professional services and other | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,412 | 1,445 |
Research and development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 6,124 | 4,048 |
Sales and marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 7,513 | 4,839 |
General and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 5,990 | $ 5,125 |
Common Stock and Stockholders_9
Common Stock and Stockholders' Equity - Assumptions used to Estimate Fair Values of Stock Options Granted (Details) | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Employee Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | |
Volatility | 42.70% | |
Risk-free interest rate | 2.40% | |
Market-Based Award | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 3 years | |
Volatility | 48.40% | |
Risk-free interest rate | 0.40% | |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility, minimum | 48.60% | 45.50% |
Volatility, maximum | 54.80% | 65.90% |
Risk-free interest rate, minimum | 0.30% | 2.40% |
Risk-free interest rate, maximum | 0.40% | 2.50% |
Employee Stock Purchase Plan | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Employee Stock Purchase Plan | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 2 years | 2 years |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019USD ($)d$ / shares | Jul. 31, 2020USD ($) | Apr. 30, 2020USD ($)d$ / sharesshares | Jul. 31, 2019d | Apr. 30, 2019USD ($) | Jan. 31, 2020USD ($) | Jan. 31, 2018USD ($)$ / shares | Jun. 11, 2019USD ($) | |
Debt Instrument [Line Items] | ||||||||
Multiples of principal amount | $ 1,000 | |||||||
Temporary equity | $ 752,000 | $ 16,835,000 | ||||||
Interest expense | 11,900,000 | $ 3,000,000 | ||||||
Coupon interest expense | 400,000 | $ 200,000 | ||||||
0.125% Convertible Senior Notes Due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, Principal amount | $ 805,000,000 | 805,000,000 | ||||||
Debt instrument, Interest rate | 0.125% | |||||||
Debt instrument, Issued amount | $ 805,000,000 | |||||||
Net proceeds from issuance of convertible notes | $ 667,400,000 | |||||||
Debt instrument, Interest payment terms | interest is payable semi-annually in cash at a rate of 0.125% per annum on June 15 and December 15 of each year, beginning on December 15, 2019. | |||||||
Debt instrument, Frequency of periodic payment | semi-annually | |||||||
Debt Instrument, Date of first required payment | Dec. 15, 2019 | |||||||
Debt instrument, Maturity date | Jun. 15, 2025 | |||||||
Debt Instrument, Convertible terms | Prior to the close of business on the business day immediately preceding March 15, 2025, the 2025 Notes are convertible at the option of holders during certain periods, upon satisfaction of certain conditions. On or after March 15, 2025, the 2025 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. | |||||||
Debt instrument, Initial conversion rate of shares of common stock per $1,000 principal | 6.2658 | |||||||
Debt instrument, Initial conversion price per share | $ / shares | $ 159.60 | |||||||
Debt instrument, fundamental change, repurchase price, equals to principal amount of convertible notes | 100.00% | |||||||
Debt discount | $ 252,900,000 | |||||||
Transaction costs related to convertible notes | $ 18,800,000 | |||||||
Debt Conversion, shares issued | shares | 5 | |||||||
If-converted value in excess of principal amount | $ 83,200,000 | 7,800,000 | ||||||
Effective interest rate of the liability component, excluding notes conversions options | 7.05% | |||||||
Remaining life period | 5 years 1 month 6 days | |||||||
0.125% Convertible Senior Notes Due 2025 | Capped Call Options | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase price of capped call options | $ 118,700,000 | |||||||
Capped call exercise price | $ / shares | 295.55 | |||||||
0.125% Convertible Senior Notes Due 2025 | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, Initial conversion price per share | $ / shares | $ 159.60 | |||||||
0.125% Convertible Senior Notes Due 2025 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal amount shall be declare as due and payable upon certain events of default | 25.00% | |||||||
0.125% Convertible Senior Notes Due 2025 | Conversion Notes Holders Conversion Rights, Circumstances 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold trading/business days | d | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |||||||
Debt instrument, convertible, threshold percentage of sales price of common stock | 130.00% | |||||||
0.125% Convertible Senior Notes Due 2025 | Conversion Notes Holders Conversion Rights, Circumstances 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold trading/business days | d | 5 | |||||||
Debt instrument, convertible, threshold consecutive trading days | d | 5 | |||||||
Debt instrument, convertible, threshold percentage of sales price of common stock | 98.00% | |||||||
0.125% Convertible Senior Notes Due 2025 | Private Placement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, Principal amount | $ 805,000,000 | |||||||
Debt instrument, Interest rate | 0.125% | |||||||
0.125% Convertible Senior Notes Due 2025 | Initial Placement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, Principal amount | $ 700,000,000 | |||||||
0.125% Convertible Senior Notes Due 2025 | Overallotment Option | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, Principal amount | $ 105,000,000 | |||||||
0.375% Convertible Senior Notes Due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, Principal amount | $ 137,953,000 | 230,000,000 | $ 230,000,000 | |||||
Debt instrument, Interest rate | 0.375% | 0.375% | ||||||
Net proceeds from issuance of convertible notes | $ 200,400,000 | |||||||
Debt instrument, Interest payment terms | The interest rate is fixed at 0.375% per annum for the 2023 Notes and is payable semi-annually in arrears on July 15 and January 15 of each year, which commenced on July 15, 2018. | |||||||
Debt instrument, Frequency of periodic payment | semi-annually | |||||||
Debt Instrument, Date of first required payment | Jul. 15, 2018 | |||||||
Debt instrument, Initial conversion rate of shares of common stock per $1,000 principal | 22.4685 | |||||||
Debt instrument, Initial conversion price per share | $ / shares | $ 44.5068 | |||||||
Debt conversion, Principal amount | $ 96,000,000 | |||||||
Debt conversion, cash payment | $ 92,000,000 | |||||||
Debt Conversion, shares issued | shares | 3.1 | |||||||
Debt instrument, fair value | $ 203,400,000 | |||||||
Gain (loss) on conversion of debt | 2,600,000 | |||||||
Debt Conversion Convertible Instrument Outstanding Amount | 4,000,000 | |||||||
Temporary equity | 752,000 | |||||||
If-converted value in excess of principal amount | $ 407,900,000 | $ 602,800,000 | ||||||
Effective interest rate of the liability component, excluding notes conversions options | 7.66% | |||||||
Remaining life period | 2 years 8 months 12 days | |||||||
0.375% Convertible Senior Notes Due 2023 | Capped Call Options | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase price of capped call options | $ 23,300,000 | |||||||
Capped call exercise price | $ / shares | 63.821 | |||||||
0.375% Convertible Senior Notes Due 2023 | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, Initial conversion price per share | $ / shares | $ 44.51 | |||||||
Debt Conversion, shares issued | shares | 1.5 | |||||||
0.375% Convertible Senior Notes Due 2023 | Conversion Notes Holders Conversion Rights, Circumstances 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, threshold trading/business days | d | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |||||||
Debt instrument, convertible, threshold percentage of sales price of common stock | 130.00% | |||||||
0.375% Convertible Senior Notes Due 2023 | Scenario Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion, Principal amount | $ 28,900,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Components of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Jan. 31, 2020 | Jan. 31, 2018 | |
Liability: | ||||
Net carrying amount | $ 571,897 | $ 562,612 | ||
0.125% Convertible Senior Notes Due 2025 | ||||
Liability: | ||||
Principal | 805,000 | 805,000 | ||
Unamortized debt discount and issuance costs | [1] | (233,103) | (242,388) | |
Net carrying amount | 571,897 | 562,612 | ||
Carrying amount of the equity component | [2] | 246,967 | 246,967 | |
0.375% Convertible Senior Notes Due 2023 | ||||
Liability: | ||||
Principal | 137,953 | 230,000 | $ 230,000 | |
Unamortized debt discount and issuance costs | [1] | (23,788) | (42,885) | |
Net carrying amount | 114,165 | 187,115 | ||
Carrying amount of the equity component | [2] | $ 41,441 | $ 60,470 | |
[1] | Included in the condensed consolidated balance sheets within Convertible senior notes, net and amortized over the remaining lives of the Notes. The 2025 Notes are classified as long-term liabilities and the 2023 Notes are classified as current liabilities. | |||
[2] | Included in the condensed consolidated balance sheets within additional paid-in capital and temporary equity. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Non-cancelable operating leases expiration dates | through July 2027 | |
Long term leases costs | $ 2,600,000 | $ 1,800,000 |
Short term leases costs | 300,000 | 400,000 |
Cash paid for operating lease liabilities | 2,700,000 | 1,700,000 |
Operating lease,right-of-use assets obtained in exchange of lease obligations | $ 125,000 | $ 1,100,000 |
Operating lease, weighted-average remaining lease term | 4 years | |
Operating lease, weighted-average discount rate | 6.36% |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Remaining Maturities of Operating Lease Liabilities and Future Purchase Obligations (Details) $ in Thousands | Apr. 30, 2020USD ($) |
Operating Lease Obligations | |
2021 (remaining nine months) | $ 7,453 |
2022 | 9,108 |
2023 | 8,165 |
2024 | 7,262 |
2025 | 2,661 |
Thereafter | 917 |
Total payments | 35,566 |
Less imputed interest | (4,046) |
Total | 31,520 |
Future Purchase Obligations of Hosting Services | |
2021 (remaining nine months) | 7,294 |
2022 | 14,121 |
2023 | 15,000 |
2024 | 2,500 |
Total payments | $ 38,915 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 229,000 | $ 410,000 |
Effective tax rate | (1.57%) | (2.04%) |
U.S. federal statutory tax rate | 21.00% | |
Income tax examination, description | As a result of net operating loss carryforwards, the Company is subject to audits for tax years 2006 and onward for federal purposes and 2009 and onward for California purposes. |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (14,816) | $ (20,468) |
Denominator: | ||
Weighted-average common shares outstanding | 65,468 | 60,785 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.23) | $ (0.34) |
Net Loss per Share - Potentiall
Net Loss per Share - Potentially Dilutive Securities Not Included in Diluted per Share Calculations (Details) - shares | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 7,698,379 | 10,287,688 |
Options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 3,824,566 | 6,097,917 |
RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 3,399,474 | 3,582,499 |
Unvested common shares subject to repurchase | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 66,450 | 161,651 |
Shares committed under the ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 30,751 | 30,913 |
Contingent stock consideration for DCR acquisition | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 377,138 | 377,138 |
Holdback shares for Aquiire acquisition | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 37,570 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) - $ / shares shares in Millions | 3 Months Ended | ||
Apr. 30, 2020 | Jun. 30, 2019 | Jan. 31, 2018 | |
2025 Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Additionally shares underlying conversion option | 5 | ||
Convertible, conversion price per share | $ 159.60 | ||
2025 Notes | Maximum | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Number of shares subject to adjustment | 6.8 | ||
2023 Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Additionally shares underlying conversion option | 3.1 | ||
Convertible, conversion price per share | $ 44.5068 | ||
2023 Notes | Maximum | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Number of shares subject to adjustment | 4.1 | ||
Common Stock | 2025 Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Convertible, conversion price per share | $ 159.60 | ||
Common Stock | 2023 Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Additionally shares underlying conversion option | 1.5 | ||
Convertible, conversion price per share | $ 44.51 |
Business Segment Information -
Business Segment Information - Additional Information (Details) | 3 Months Ended |
Apr. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reporting segment | 1 |
Significant Customers and Geo_3
Significant Customers and Geographic Information - Additional Information (Details) - Customer | Apr. 30, 2020 | Jan. 31, 2020 |
Accounts Receivable | Customer | ||
Concentration Risk [Line Items] | ||
Number of customers comprising 10% or more of total accounts receivable | 0 | 0 |
Revenue | Customer | ||
Concentration Risk [Line Items] | ||
Number of customers comprising more than 10% of revenues | 0 | 0 |
Revenue | Geographic Concentration Risk | Foreign Countries | ||
Concentration Risk [Line Items] | ||
Number of customers comprising more than 10% of revenues | 0 | 0 |
Significant Customers and Geo_4
Significant Customers and Geographic Information - Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||
Total revenues | $ 119,214 | $ 81,344 |
United States | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Total revenues | 78,716 | 50,780 |
Foreign Countries | ||
Entity Wide Information Revenue From External Customer [Line Items] | ||
Total revenues | $ 40,498 | $ 30,564 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - Morgan Stanley - Capped Call Options - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2019 | Jan. 31, 2018 | Apr. 30, 2020 | |
Related Party Transaction [Line Items] | |||
Fees paid | $ 29.7 | $ 7 | |
2025 Notes | |||
Related Party Transaction [Line Items] | |||
Fees earned | $ 8 | ||
2023 Notes | |||
Related Party Transaction [Line Items] | |||
Fees earned | $ 2.8 | ||
Minimum | |||
Related Party Transaction [Line Items] | |||
Common stock, voting percentage | 10.00% |