Cover
Cover shares in Millions | 6 Months Ended |
Jul. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jul. 31, 2023 |
Document Transition Report | false |
Entity File Number | 001-38451 |
Entity Registrant Name | Zuora, Inc |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 20-5530976 |
Entity Address, Address Line One | 101 Redwood Shores Parkway |
Entity Address, City or Town | Redwood City |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94065 |
City Area Code | 888 |
Local Phone Number | 976-9056 |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share |
Trading Symbol | ZUO |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Central Index Key | 0001423774 |
Current Fiscal Year End Date | --01-31 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Class A common stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 132.4 |
Class B common stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 8.1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 323,281 | $ 203,239 |
Short-term investments | 82,953 | 183,006 |
Accounts receivable, net of allowance for credit losses of $2,117 and $4,001 as of July 31, 2023 and January 31, 2023, respectively | 81,225 | 91,740 |
Deferred commissions, current portion | 15,330 | 16,282 |
Prepaid expenses and other current assets | 26,124 | 24,285 |
Total current assets | 528,913 | 518,552 |
Property and equipment, net | 25,915 | 27,159 |
Operating lease right-of-use assets | 26,628 | 22,768 |
Purchased intangibles, net | 11,724 | 13,201 |
Deferred commissions, net of current portion | 27,013 | 28,250 |
Goodwill | 57,148 | 53,991 |
Other assets | 4,511 | 4,677 |
Total assets | 681,852 | 668,598 |
Current liabilities: | ||
Accounts payable | 1,016 | 1,073 |
Accrued expenses and other current liabilities | 98,770 | 103,678 |
Accrued employee liabilities | 30,355 | 30,483 |
Deferred revenue, current portion | 164,564 | 167,145 |
Operating lease liabilities, current portion | 7,895 | 9,240 |
Total current liabilities | 302,600 | 311,619 |
Long-term debt | 214,401 | 210,403 |
Deferred revenue, net of current portion | 1,175 | 442 |
Operating lease liabilities, net of current portion | 39,865 | 37,924 |
Deferred tax liabilities | 3,720 | 3,717 |
Other long-term liabilities | 7,364 | 7,333 |
Total liabilities | 569,125 | 571,438 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Additional paid-in capital | 917,081 | 859,482 |
Accumulated other comprehensive loss | (1,094) | (919) |
Accumulated deficit | (803,274) | (761,417) |
Total stockholders’ equity | 112,727 | 97,160 |
Total liabilities and stockholders’ equity | 681,852 | 668,598 |
Class A common stock | ||
Stockholders’ equity: | ||
Common stock | 13 | 13 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 2,117 | $ 4,001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Revenue: | ||||
Total revenue | $ 108,048 | $ 98,775 | $ 211,143 | $ 191,974 |
Cost of revenue: | ||||
Total cost of revenue | 37,781 | 38,649 | 75,127 | 74,884 |
Gross profit | 70,267 | 60,126 | 136,016 | 117,090 |
Operating expenses: | ||||
Research and development | 26,256 | 26,354 | 51,924 | 49,226 |
Sales and marketing | 42,799 | 45,146 | 84,243 | 85,603 |
General and administrative | 19,451 | 18,816 | 38,267 | 36,106 |
Total operating expenses | 88,506 | 90,316 | 174,434 | 170,935 |
Loss from operations | (18,239) | (30,190) | (38,418) | (53,845) |
Change in fair value of warrant liability | (4,786) | 4,524 | (4,756) | 8,896 |
Interest expense | (4,607) | (4,419) | (8,994) | (6,203) |
Interest and other income (expense), net | 5,657 | 704 | 11,367 | (1,089) |
Loss before income taxes | (21,975) | (29,381) | (40,801) | (52,241) |
Income tax provision | 587 | 529 | 1,056 | 837 |
Net loss | (22,562) | (29,910) | (41,857) | (53,078) |
Comprehensive loss: | ||||
Foreign currency translation adjustment | (404) | (316) | (687) | (675) |
Unrealized gain (loss) on available-for-sale securities | 172 | (278) | 512 | (676) |
Comprehensive loss | $ (22,794) | $ (30,504) | $ (42,032) | $ (54,429) |
Net loss per share, basic (in dollars per share) | $ (0.16) | $ (0.23) | $ (0.30) | $ (0.41) |
Net loss per share, diluted (in dollars per share) | $ (0.16) | $ (0.23) | $ (0.30) | $ (0.41) |
Weighted-average shares outstanding used in calculating net loss per share, basic (in shares) | 138,605 | 130,280 | 137,417 | 129,384 |
Weighted-average shares outstanding used in calculating net loss per share, diluted (in shares) | 138,605 | 130,280 | 137,417 | 129,384 |
Subscription | ||||
Revenue: | ||||
Total revenue | $ 95,473 | $ 83,811 | $ 185,184 | $ 162,311 |
Cost of revenue: | ||||
Total cost of revenue | 21,338 | 19,572 | 41,926 | 38,297 |
Professional services | ||||
Revenue: | ||||
Total revenue | 12,575 | 14,964 | 25,959 | 29,663 |
Cost of revenue: | ||||
Total cost of revenue | $ 16,443 | $ 19,077 | $ 33,201 | $ 36,587 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Class A common stock | Class B common stock | Common Stock Class A common stock | Common Stock Class B common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Jan. 31, 2022 | 119,008 | 9,048 | ||||||
Beginning balance at Jan. 31, 2022 | $ 170,607 | $ 12 | $ 1 | $ 734,149 | $ (108) | $ (563,447) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 1,165 | (1,165) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 49 | 239 | ||||||
Issuance of common stock upon exercise of stock options | 1,522 | $ 0 | 1,522 | |||||
RSU releases (in shares) | 2,895 | 0 | ||||||
Issuance of common stock under the ESPP (in shares) | 615 | |||||||
Issuance of common stock under the ESPP | 4,485 | 4,485 | ||||||
Charitable donation of stock (in shares) | 101 | |||||||
Charitable donation of stock | 1,000 | 1,000 | ||||||
Stock-based compensation | 51,038 | 51,038 | ||||||
Issuance of warrants | 18,442 | 18,442 | ||||||
Other comprehensive loss | (1,351) | (1,351) | ||||||
Net loss | (53,078) | (53,078) | ||||||
Ending balance (in shares) at Jul. 31, 2022 | 123,833 | 8,122 | ||||||
Ending balance at Jul. 31, 2022 | 192,665 | $ 12 | $ 1 | 810,636 | (1,459) | (616,525) | ||
Beginning balance (in shares) at Apr. 30, 2022 | 121,133 | 8,014 | ||||||
Beginning balance at Apr. 30, 2022 | 188,856 | $ 12 | $ 1 | 776,323 | (865) | (586,615) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 45 | (45) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 0 | 153 | ||||||
Issuance of common stock upon exercise of stock options | 615 | 615 | ||||||
RSU releases (in shares) | 1,939 | |||||||
Issuance of common stock under the ESPP (in shares) | 615 | |||||||
Issuance of common stock under the ESPP | 4,485 | 4,485 | ||||||
Charitable donation of stock (in shares) | 101 | |||||||
Charitable donation of stock | 1,000 | 1,000 | ||||||
Stock-based compensation | 28,213 | 28,213 | ||||||
Other comprehensive loss | (594) | (594) | ||||||
Net loss | (29,910) | (29,910) | ||||||
Ending balance (in shares) at Jul. 31, 2022 | 123,833 | 8,122 | ||||||
Ending balance at Jul. 31, 2022 | 192,665 | $ 12 | $ 1 | 810,636 | (1,459) | (616,525) | ||
Beginning balance (in shares) at Jan. 31, 2023 | 127,384 | 8,121 | ||||||
Beginning balance at Jan. 31, 2023 | $ 97,160 | $ 13 | $ 1 | 859,482 | (919) | (761,417) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 203 | (203) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 202 | 0 | 201 | |||||
Issuance of common stock upon exercise of stock options | $ 962 | 962 | ||||||
RSU releases (in shares) | 3,950 | |||||||
RSU releases | 0 | $ 0 | ||||||
Issuance of common stock under the ESPP (in shares) | 911 | |||||||
Issuance of common stock under the ESPP | 4,765 | 4,765 | ||||||
Stock-based compensation | 51,872 | 51,872 | ||||||
Other comprehensive loss | (175) | (175) | ||||||
Net loss | (41,857) | (41,857) | ||||||
Ending balance (in shares) at Jul. 31, 2023 | 132,400 | 8,100 | 132,448 | 8,119 | ||||
Ending balance at Jul. 31, 2023 | 112,727 | $ 13 | $ 1 | 917,081 | (1,094) | (803,274) | ||
Beginning balance (in shares) at Apr. 30, 2023 | 129,123 | 8,121 | ||||||
Beginning balance at Apr. 30, 2023 | 103,683 | $ 13 | $ 1 | 885,243 | (862) | (780,712) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 107 | (107) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 105 | |||||||
Issuance of common stock upon exercise of stock options | 425 | 425 | ||||||
RSU releases (in shares) | 2,307 | |||||||
Issuance of common stock under the ESPP (in shares) | 911 | |||||||
Issuance of common stock under the ESPP | 4,765 | 4,765 | ||||||
Stock-based compensation | 26,648 | 26,648 | ||||||
Other comprehensive loss | (232) | (232) | ||||||
Net loss | (22,562) | (22,562) | ||||||
Ending balance (in shares) at Jul. 31, 2023 | 132,400 | 8,100 | 132,448 | 8,119 | ||||
Ending balance at Jul. 31, 2023 | $ 112,727 | $ 13 | $ 1 | $ 917,081 | $ (1,094) | $ (803,274) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (41,857) | $ (53,078) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 8,892 | 8,882 |
Stock-based compensation | 51,872 | 51,038 |
Provision for credit losses | 279 | 1,134 |
Donation of common stock to charitable foundation | 0 | 1,000 |
Amortization of deferred commissions | 9,746 | 9,346 |
Reduction in carrying amount of right-of-use assets | 3,116 | 4,070 |
Change in fair value of warrant liability | 4,756 | (8,896) |
Other | 186 | 267 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,726 | 13,436 |
Prepaid expenses and other assets | (4,317) | (2,823) |
Deferred commissions | (7,647) | (10,629) |
Accounts payable | (63) | 692 |
Accrued expenses and other liabilities | (5,102) | 1,848 |
Accrued employee liabilities | (128) | (3,228) |
Deferred revenue | (1,848) | (4,404) |
Operating lease liabilities | (7,630) | (6,473) |
Net cash provided by operating activities | 19,981 | 2,182 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,838) | (6,084) |
Purchases of short-term investments | (61,745) | (195,685) |
Maturities of short-term investments | 165,128 | 55,263 |
Cash paid for acquisition | (4,524) | 0 |
Net cash provided by (used in) investing activities | 95,021 | (146,506) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 233,901 |
Proceeds from issuance of common stock upon exercise of stock options | 962 | 1,522 |
Proceeds from issuance of common stock under employee stock purchase plan | 4,765 | 4,485 |
Principal payments on debt | 0 | (1,480) |
Net cash provided by financing activities | 5,727 | 238,428 |
Effect of exchange rates on cash and cash equivalents | (687) | (675) |
Net increase in cash and cash equivalents | 120,042 | 93,429 |
Cash and cash equivalents, beginning of period | 203,239 | 113,507 |
Cash and cash equivalents, end of period | 323,281 | 206,936 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment purchases accrued or in accounts payable | $ 6 | $ 322 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 6 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Note 1. Overview and Basis of Presentation Description of Business Zuora, Inc. was incorporated in the state of Delaware in 2006 and began operations in 2007. Zuora’s fiscal year ends on January 31. Zuora is headquartered in Redwood City, California. Zuora provides a cloud-based subscription management platform, built to help companies monetize new services and operate dynamic, recurring revenue business models. Our solution enables companies across multiple industries and geographies to launch, manage and scale a subscription business, automating the quote-to-cash and revenue recognition process, including quoting, billing, collections and revenue recognition, and improving the subscriber experience. With Zuora’s solution, businesses can change pricing and packaging for products and services to grow and scale, efficiently comply with revenue recognition standards, analyze customer data to optimize their subscription offerings, and build meaningful relationships with their subscribers. On September 2, 2022, Zuora acquired Zephr, a leading subscription experience platform used by global digital publishing and media companies. Additional information regarding the Zephr acquisition is contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, filed with the Securities and Exchange Commission (SEC) on April 3, 2023 (Annual Report on Form 10-K). References to “Zuora”, “us”, “our”, or “we” in these notes refer to Zuora, Inc. and its subsidiaries on a consolidated basis. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the accounts of Zuora and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated balance sheet as of January 31, 2023 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. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of comprehensive loss, statements of cash flows and statements of stockholders' equity for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2024 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Our most significant estimates and assumptions are related to revenue recognition with respect to the determination of the relative standalone selling prices for our services; the expected period of benefit over which deferred commissions are amortized; valuation of stock-based awards and our convertible senior notes and warrants; estimates of allowance for credit losses; estimates of the fair value of goodwill and long-lived assets when evaluating for impairments and for assets acquired from acquisitions; useful lives of intangibles and other long-lived |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 6 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements Our significant accounting policies are discussed in Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements |
Investments
Investments | 6 Months Ended |
Jul. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 3. Investments The amortized costs, unrealized gains and losses and estimated fair values of our short-term investments were as follows (in thousands): July 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 18,617 $ — $ (46) $ 18,571 Corporate bonds 7,995 — (18) 7,977 Commercial paper 56,405 — — 56,405 Total short-term investments $ 83,017 $ — $ (64) $ 82,953 January 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 34,865 $ — $ (377) $ 34,488 Corporate bonds 41,974 — (189) 41,785 Commercial paper 102,720 — — 102,720 Foreign government securities 4,023 — (10) 4,013 Total short-term investments $ 183,582 $ — $ (576) $ 183,006 There were no material realized gains or losses from sales of marketable securities that were reclassified out of accumulated other comprehensive loss into investment income during the three and six months ended July 31, 2023 and 2022. We had no significant unrealized losses on our available-for-sale securities as of July 31, 2023 and January 31, 2023, and we do not expect material credit losses on our current investments in future periods. All securities had stated effective maturities of less than one year as of July 31, 2023. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements The accounting guidance for fair value measurements establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level input Input definition Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. The following tables summarize our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis (in thousands): July 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 247,500 $ — $ — $ 247,500 Treasury bills 24,864 — — 24,864 Total cash equivalents $ 272,364 $ — $ — $ 272,364 Short-term investments: U.S. government securities $ — $ 18,571 $ — $ 18,571 Corporate bonds — 7,977 — 7,977 Commercial paper — 56,405 — 56,405 Total short-term investments $ — $ 82,953 $ — $ 82,953 Liabilities: Warrant liability $ — $ — $ 7,585 $ 7,585 January 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 184,580 $ — $ — $ 184,580 Short-term investments: U.S. government securities $ — $ 34,488 $ — $ 34,488 Corporate bonds — 41,785 — 41,785 Commercial paper — 102,720 — 102,720 Foreign government securities — 4,013 — 4,013 Total short-term investments $ — $ 183,006 $ — $ 183,006 Liabilities: Warrant liability $ — $ — $ 2,829 $ 2,829 Changes in our Level 3 fair value measurements were as follows (in thousands): Warrant Liability Balance, January 31, 2023 $ 2,829 Change in fair value 4,756 Balance, July 31, 2023 $ 7,585 Additional information about the Warrant liability, including the fair value inputs, is included in Note 17. Warrants to Purchase Shares of Common Stock . The carrying amounts of certain financial instruments, including cash held in bank accounts, accounts receivable, accounts payable, and accrued expenses, approximate fair value due to their relatively short maturities. As of July 31, 2023, the net carrying amount of the Initial Notes, defined in Note 9. Debt , was $214.4 million, and the estimated fair value was $188.5 million. The fair value of the Initial Notes is classified as a Level 3 measurement. Additional information regarding the Initial Notes is included in Note 9. Debt |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jul. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): July 31, 2023 January 31, 2023 Prepaid software subscriptions $ 7,651 $ 7,533 Taxes 4,234 3,860 Prepaid insurance 2,907 3,225 Insurance payments receivable 2,000 2,000 Contract assets 1,964 1,325 Deposits 1,510 1,168 Prepaid hosting costs 902 871 Other 4,956 4,303 Total $ 26,124 $ 24,285 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): July 31, 2023 January 31, 2023 Software $ 35,520 $ 32,778 Leasehold improvements 15,267 15,254 Computer equipment 11,787 11,780 Furniture and fixtures 4,510 3,793 67,084 63,605 Less: accumulated depreciation and amortization (41,169) (36,446) Total $ 25,915 $ 27,159 The following table summarizes the capitalized internal-use software costs included within the Software line item in the table above (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Internal-use software costs capitalized during the period $ 1,654 $ 2,247 $ 2,698 $ 4,149 July 31, 2023 January 31, 2023 Total capitalized internal-use software, net of accumulated amortization $ 13,922 $ 14,138 The following table summarizes total depreciation and amortization expense related to property and equipment, including amortization of internal-use software, included primarily in General and administrative and Cost of subscription revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Total depreciation and amortization expense $ 2,444 $ 2,186 $ 4,982 $ 4,367 |
Purchased Intangible Assets and
Purchased Intangible Assets and Goodwill | 6 Months Ended |
Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Purchased Intangible Assets and Goodwill | Note 7. Purchased Intangible Assets and Goodwill The following tables summarize the purchased intangible asset balances (in thousands): July 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,571 $ (10,192) $ 9,379 Customer relationships 5,187 (3,506) 1,681 Trade name 1,709 (1,045) 664 Total $ 26,467 $ (14,743) $ 11,724 January 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,571 $ (9,194) $ 10,377 Customer relationships 5,187 (3,225) 1,962 Trade name 1,709 (847) 862 Total $ 26,467 $ (13,266) $ 13,201 Purchased intangible assets are being amortized to Cost of subscription revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss on a straight-line basis over their estimated useful lives ranging from three Three Months Ended Six Months Ended 2023 2022 2023 2022 Purchased intangible assets amortization expense $ 738 $ 372 $ 1,476 $ 926 Estimated future amortization expense for purchased intangible assets as of July 31, 2023 was as follows (in thousands): Fiscal year ending: 2024 (remainder of the year) $ 1,476 2025 2,509 2026 1,874 2027 1,561 2028 1,561 Thereafter 2,743 Total estimated amortization expense $ 11,724 The following table represents the changes to goodwill (in thousands): Goodwill Balance, January 31, 2023 $ 53,991 Effects of foreign currency translation 2,647 Other 510 Balance, July 31, 2023 $ 57,148 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jul. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): July 31, 2023 January 31, 2023 Litigation settlement 1 $ 75,500 $ 75,000 Warrant liability 7,585 2,829 Accrued taxes 4,802 4,088 Accrued hosting and third-party licenses 4,374 4,374 Accrued outside services and consulting 1,311 3,507 Accrued interest 850 850 Accrued contingent consideration — 4,420 Other accrued expenses 1 4,348 8,610 Total $ 98,770 $ 103,678 _____________________________ (1) The litigation settlement accrual of $75.5 million as of July 31, 2023 represents the combined settlement of the federal and state securities class action litigation matters, which are pending final court approval, as compared to $76.0 million accrued as of January 31, 2023, of which $75.0 million was reported in "Litigation settlement" for the federal class action matter, and $1.0 million was reported in "Other accrued expenses" for the state class action matter. Refer to Note 13. Commitments and Contingencies |
Debt
Debt | 6 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 9. Debt 2029 Notes On March 24, 2022 (Initial Closing Date), we issued convertible senior notes (Initial Notes) in the aggregate principal amount of $250.0 million pursuant to an investment agreement (Investment Agreement) and indenture agreement (Indenture) to certain entities affiliated with Silver Lake Alpine II, L.P. (Silver Lake). Pursuant to the Investment Agreement, we agreed to issue additional convertible senior notes in the aggregate principal amount of $150.0 million (Additional Notes and together with the Initial Notes, the “2029 Notes”) in September 2023, with an earlier issuance upon our completion of a Material Acquisition that meets the conditions described in Section 2.02(a) of the Investment Agreement. In addition, in the event that a Change in Control (as defined in the Indenture) occurs prior to the Additional Notes being issued, the noteholder would have the right to receive, at the noteholder's election, the Additional Notes, a cash payment, or common stock, as described in Section 2.02(b) of the Investment Agreement. The Initial Notes and the Additional Notes, once issued, represent senior unsecured obligations of Zuora. As a condition of the Investment Agreement, we also issued warrants to Silver Lake to acquire up to 7.5 million shares of Class A common stock (Warrants). Refer to Note 17. Warrants to Purchase Shares of Common Stock for more information. The purchase price of the 2029 Notes is 98% of the par value. The 2029 Notes bear interest at a rate of 3.95% per annum, payable quarterly in cash, provided that we have the option to pay interest in kind at 5.50% per annum. The 2029 Notes will mature on March 31, 2029, subject to earlier conversion or repurchase. The Initial Notes are convertible at Silver Lake’s option into shares of our Class A common stock at an initial conversion rate of 50.0 shares per $1,000 principal amount ($20.00 per share, representing 12.5 million shares of Class A common stock), subject to customary anti-dilution adjustments. Any 2029 Notes that are converted in connection with a Make-Whole Fundamental Change (as defined in the Indenture) are subject to an increase in the conversion rate under certain circumstances. With certain exceptions, upon a Fundamental Change, the holders of the 2029 Notes may require that we repurchase all or part of the principal amount of the 2029 Notes at a purchase price equal to the principal amount and accrued but unpaid interest outstanding, plus the total sum of all remaining scheduled interest payments through the remainder of the term of the 2029 Notes, at the 5.50% paid in kind interest rate. At any time on or after the fifth anniversary of the Initial Closing Date, the holders of the 2029 Notes may require that we repurchase all or part of the principal amount of the Notes at a purchase price equal to the principal amount plus accrued interest through the date of repurchase. Upon certain events of default, the 2029 Notes may be declared due and payable (or will automatically become so under certain events of default), at a purchase price equal to the principal amount plus accrued interest through the date of repurchase. We have no right to redeem the 2029 Notes prior to maturity. Pursuant to the Investment Agreement, without our prior written consent, Silver Lake is restricted from converting any 2029 Note, exercising any Warrant or transferring any 2029 Note or Warrant to parties other than affiliates or members of Silver Lake (with certain limited exceptions) for 18 months following the Initial Closing Date, or if sooner, upon the consummation of any Change in Control (as defined in the Investment Agreement) or entry into a definitive agreement for a transaction that, if consummated, would result in a Change in Control. The 2029 Notes debt discount is being amortized using the effective interest rate method over the five year expected life of the 2029 Notes (representing the period from the contract date to the earliest noncontingent put date of May 24, 2027) and reflects an effective interest rate of 8.5%. The carrying value of the Initial Notes was classified as long-term and consisted of the following (in thousands): July 31, 2023 January 31, 2023 Initial Notes principal $ 250,000 $ 250,000 Unamortized debt discount (35,599) (39,597) Carrying value $ 214,401 $ 210,403 Interest expense related to the Initial Notes, included in Interest expense in the accompanying unaudited condensed consolidated statements of comprehensive loss, was as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Contractual interest expense $ 2,469 $ 2,469 $ 4,938 $ 3,484 Amortization of debt discount 2,094 1,926 3,998 2,667 Total interest expense $ 4,563 $ 4,395 $ 8,936 $ 6,151 Debt Agreement We have a $30.0 million revolving credit facility, which is currently undrawn, under an agreement (Debt Agreement) with First Citizens Bank & Trust Company (assumed from Silicon Valley Bank). This credit facility matures in October 2025. The interest rate under the credit facility is equal to the prime rate published by the Wall Street Journal minus 1.00%. We had not drawn down any amounts under the facility as of July 31, 2023. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 6 Months Ended |
Jul. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Note 10. Deferred Revenue and Performance Obligations The following table summarizes revenue recognized during the period that was included in the deferred revenue balance at the beginning of each respective period (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue recognized from deferred revenue $ 79,382 $ 77,680 $ 126,548 $ 115,461 As of July 31, 2023, total remaining non-cancellable performance obligations under our subscription contracts with customers was approximately $507.9 million and we expect to recognize revenue on approximately 58% of these remaining performance obligations over the next 12 months. Remaining performance obligations under our professional services contracts as of July 31, 2023 were not material. |
Geographical Information
Geographical Information | 6 Months Ended |
Jul. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Geographical Information | Note 11. Geographical Information Disaggregation of Revenue Revenue by country, based on the customer’s address at the time of sale, was as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 United States $ 69,348 $ 64,808 $ 134,755 $ 124,227 Others 38,700 33,967 76,388 67,747 Total $ 108,048 $ 98,775 $ 211,143 $ 191,974 Percentage of revenue by geographic area: United States 64 % 66 % 64 % 65 % Other 36 % 34 % 36 % 35 % Other than the United States, no individual country exceeded 10% of total revenue for the three and six months ended July 31, 2023 and 2022. Long-lived assets Long-lived assets, which consist of property and equipment, net, deferred commissions, purchased intangible assets, net and operating lease right-of-use assets by geographic location, are based on the location of the legal entity that owns the asset. As of July 31, 2023 and January 31, 2023, no individual country exceeded 10% of total long-lived assets other than the United States. |
Leases
Leases | 6 Months Ended |
Jul. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 12. Leases We have non-cancelable operating leases for our offices located in the U.S. and abroad. As of July 31, 2023, these leases expire on various dates between 2023 and 2030. Certain lease agreements include one or more options to renew, with renewal terms that can extend the lease up to seven years. We have the right to exercise or forego the lease renewal options. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of our long-term operating leases and related operating lease cost were as follows (in thousands): July 31, 2023 January 31, 2023 Operating lease right-of-use assets $ 26,628 $ 22,768 Operating lease liabilities, current portion $ 7,895 $ 9,240 Operating lease liabilities, net of current portion 39,865 37,924 Total operating lease liabilities $ 47,760 $ 47,164 Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease cost 1 $ 2,183 $ 2,618 $ 4,409 $ 5,252 _____________________________ (1) Includes costs related to our short-term operating leases and is net of sublease income as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Short-term operating lease costs $ 139 $ 109 $ 241 $ 199 Sublease income $ (98) $ — $ (195) $ — The future maturities of long-term operating lease liabilities for each fiscal year were as follows (in thousands): Maturities of Operating Lease Liabilities 2024 (remainder of the year) $ 5,533 2025 8,617 2026 8,557 2027 7,815 2028 7,910 Thereafter 17,487 Total lease payments 55,919 Less imputed interest (8,159) Present value of lease liabilities $ 47,760 Other supplemental information related to our long-term operating leases includes the following (dollars in thousands): July 31, 2023 January 31, 2023 Weighted-average remaining operating lease term 6.2 years 6.7 years Weighted-average operating lease discount rate 4.9 % 4.8 % Three Months Ended Six Months Ended 2023 2022 2023 2022 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases $ 4,038 $ 3,408 $ 7,528 $ 6,822 New right-of-use assets obtained in exchange for lease liabilities: Operating leases obtained $ — $ — $ 6,973 $ — |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Letters of Credit In connection with the execution of certain facility leases, we had bank issued irrevocable letters of credit for $4.5 million as of July 31, 2023 and January 31, 2023. No draws have been made under such letters of credit. Legal Proceedings From time to time, we may be subject to legal proceedings, as well as demands, claims and threatened litigation. The outcomes of legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. Regardless of the outcome, litigation can have an adverse impact on our business because of defense and settlement costs, diversion of management resources, and other factors. Other than the matters described below, we are not currently party to any legal proceeding that we believe could have a material adverse effect on our business, operating results, cash flows, or financial condition should such litigation or claim be resolved unfavorably. Securities Class Action Litigation In June 2019, a putative securities class action lawsuit was filed in the U.S. District Court for the Northern District of California naming Zuora and certain of its officers as defendants. The complaint purported to bring suit on behalf of stockholders who purchased or otherwise acquired Zuora's securities between April 12, 2018 and May 30, 2019. The complaint alleged that defendants made false and misleading statements about Zuora's business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act), and sought unspecified compensatory damages, fees and costs. In November 2019, the lead plaintiff filed a consolidated amended complaint asserting the same claims. This consolidated class action litigation was captioned Roberts v. Zuora, Inc. , Case No. 3:19-CV-03422 (hereinafter referred to as "Federal Class Action"). In April 2020, the court denied defendants’ motion to dismiss. In March 2023, Zuora entered into an agreement to settle the Federal Class Action as described below. In April and May 2020, two putative securities class action lawsuits were filed in the Superior Court of the State of California, County of San Mateo, naming as defendants Zuora and certain of its current and former officers, its directors and the underwriters of Zuora's initial public offering (IPO). The complaints purported to bring suit on behalf of stockholders who purchased or otherwise acquired Zuora's securities pursuant or traceable to the Registration Statement and Prospectus issued in connection with Zuora's IPO and allege claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The suits sought unspecified damages and other relief. In July 2020, the court entered an order consolidating the two lawsuits, and the lead plaintiffs filed a consolidated amended complaint asserting the same claims. The consolidated class action litigation was captioned Olsen v. Zuora, Inc ., Case No. 20-civ-1918 (hereinafter referred to as "State Class Action"). In October 2020, the court denied defendants’ demurrer as to the Section 11 and Section 15 claims and granted the demurrer as to the Section 12(a)(2) claim with leave to file an amended complaint. In November 2020, the lead plaintiffs filed an amended consolidated complaint. Defendants' demurrer to the Section 12(a)(2) claim was sustained with leave to amend. In October 2021, the court certified a class for the Section 11 and Section 15 claims, consisting of persons and entities who purchased or acquired Zuora common stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with Zuora’s IPO. The lead plaintiffs voluntarily dismissed the Section 12(a)(2) claim without prejudice. In June 2023, Zuora entered into an agreement to settle the State Class Action as described below. In March 2023, Zuora entered into an agreement to settle the Federal Class Action for a payment of $75.0 million by Zuora. In June 2023, Zuora reached an agreement to settle the State Class Action, with such matter to be resolved as part of a combined resolution with the Federal Class Action. Zuora agreed to contribute an additional $0.5 million to the Federal Class Action for purposes of the combined settlement. As a result, Zuora recorded a litigation accrual of $75.5 million, which is included in Accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets as of July 31, 2023. This represents a $0.5 million reduction to our prior accruals for these litigation matters as of January 31, 2023. Zuora expects approximately $6.6 million of the settlement to be funded by its remaining insurance coverage. Zuora entered into the settlement to eliminate the uncertainty, burden, and expense of further protracted litigation. Zuora denies the claims alleged in these litigation matters, and the settlement does not assign or reflect any admission of wrongdoing or liability by Zuora or the named defendants. The settlement is subject to court approval. In August 2023, the U.S. District Court for the Northern District of California provided preliminary court approval of the settlement. Final court approval is pending. Derivative Litigation In September 2019, two stockholder derivative lawsuits were filed in the U.S. District Court for the Northern District of California against certain of Zuora's directors and executive officers and naming Zuora as a nominal defendant. The derivative actions allege claims based on events similar to those in the securities class actions and assert causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and for making false and misleading statements about Zuora's business, operations, and prospects in violation of Section 14(a) of the Exchange Act. Plaintiffs seek corporate reforms, unspecified damages and restitution, and fees and costs. In November 2019, the stockholder derivative lawsuits, which are related to the federal securities class action, were assigned to the same judge who is overseeing the federal securities class action lawsuit. In February 2020, the court entered an order consolidating the two derivative lawsuits, and in March 2022, plaintiffs filed a consolidated complaint. In May and June 2020, two stockholder derivative lawsuits were filed in the U.S. District Court for the District of Delaware against certain of Zuora's directors and current and former executive officers. The derivative actions allege claims based on events similar to those in the securities class actions and the derivative actions pending in the Northern District of California and assert causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, waste of corporate assets, contribution, and for making false and misleading statements about Zuora's business, operations, and prospects in violation of Section 14(a) of the Exchange Act. Plaintiff seeks corporate reforms, unspecified damages and restitution, and fees and costs. In June 2020, the court entered an order consolidating the two District of Delaware derivative lawsuits. In February and March 2021, two additional stockholder derivative lawsuits were filed in Delaware Chancery Court alleging similar claims based on the same underlying events. The two Chancery Court cases were consolidated and an amended consolidated complaint was filed. In May 2022, a stockholder derivative lawsuit was filed in the U.S. District Court for the Northern District of California against certain of Zuora’s directors and executive officers and naming Zuora as a nominal defendant. The derivative action alleges claims based on events similar to those in the securities class actions and asserts causes of action against the individual defendants for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and contribution. Plaintiff seeks corporate reforms, unspecified damages and restitution, and fees and costs. In February 2023, Zuora reached an agreement to settle the derivative litigation matters without any admission or concession of wrongdoing or liability by Zuora or the named defendants. In connection with the settlement, Zuora agreed to adopt and implement certain corporate governance modifications and pay $2.0 million for certain plaintiffs' attorney fees, which amount was paid by Zuora's insurance carriers in August 2023. The settlement is subject to court approval. In July 2023, the U.S District Court for the Northern District of California provided preliminary court approval of the derivative settlement. Final court approval is pending. Other Contractual Obligations As of July 31, 2023, we have a contractual obligation to make $17.1 million in purchases of cloud computing services provided by one of our vendors by September 2024. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The following table reflects our income tax provision, pretax loss and effective tax rate for the periods presented (in thousands, except percentages): Three Months Ended Six Months Ended 2023 2022 2023 2022 Loss before income taxes $ (21,975) $ (29,381) $ (40,801) $ (52,241) Income tax provision 587 529 1,056 837 Effective tax rate (2.7) % (1.8) % (2.6) % (1.6) % |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Note 15. Stockholders’ Equity Preferred Stock As of July 31, 2023, Zuora had authorized 10 million shares of preferred stock, each with a par value of $0.0001 per share. As of July 31, 2023, no shares of preferred stock were issued and outstanding. Common Stock Prior to Zuora's IPO, which was effective in April 2018, all shares of common stock then outstanding were reclassified into Class B common stock. Shares offered and sold in the IPO consisted of newly authorized shares of Class A common stock. Holders of Class A and Class B common stock are entitled to one vote per share and ten votes per share, respectively, and the shares of Class A common stock and Class B common stock are identical, except for voting rights and the right to convert Class B common stock to Class A common stock. As of July 31, 2023, Zuora had authorized 500 million shares of Class A common stock and 500 million shares of Class B common stock, each with a par value of $0.0001 per share. As of July 31, 2023, 132.4 million shares of Class A common stock and 8.1 million shares of Class B common stock were issued and outstanding. Accumulated Other Comprehensive Loss Components of accumulated other comprehensive loss were as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Loss on Available-for-Sale Securities Total Balance, January 31, 2023 $ (343) $ (576) $ (919) Foreign currency translation adjustment (687) — (687) Unrealized gain on available-for-sale securities — 512 512 Balance, July 31, 2023 $ (1,030) $ (64) $ (1,094) There were no material reclassifications out of accumulated other comprehensive loss during the three and six months ended July 31, 2023. Additionally, there was no material tax impact on the amounts presented. |
Employee Stock Plans
Employee Stock Plans | 6 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Stock Plans | Note 16. Employee Stock Plans Equity Incentive Plans Our 2018 Equity Incentive Plan (2018 Plan) authorizes the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units (RSUs), performance awards, and stock bonuses. As of July 31, 2023, approximately 29.3 million shares of Class A common stock were reserved and available for issuance under the 2018 Plan. In addition, as of July 31, 2023, 4.0 million stock options and RSUs exercisable or settleable for Class B common stock were outstanding in the aggregate under our 2006 Stock Plan (2006 Plan) and 2015 Equity Incentive Plan (2015 Plan), which plans were terminated in May 2015 and April 2018, respectively. The 2006 Plan and 2015 Plan continue to govern outstanding equity awards granted thereunder. Stock Options The following tables summarize stock option activity and related information (in thousands, except weighted-average exercise price, weighted-average grant date fair value and average remaining contractual term): Shares Weighted-Average Average Aggregate Balance, January 31, 2023 7,761 $ 9.28 5.0 $ 14,505 Exercised (202) 4.67 Cancelled (775) 13.28 Forfeited (147) 12.99 Balance, July 31, 2023 6,637 8.87 4.2 29,412 Exercisable as of July 31, 2023 4,657 5.45 3.1 29,240 Vested and expected to vest as of July 31, 2023 6,598 $ 8.84 4.2 $ 29,402 Three Months Ended Six Months Ended 2023 1 2022 2023 1 2022 Weighted-average grant date fair value per share of options granted during each respective period $ — $ 5.54 $ — $ 5.54 Aggregate intrinsic value of options exercised during each respective period $ 651 $ 941 $ 1,030 $ 2,030 _________________________________ (1) No stock options were granted during the three and six months ended July 31, 2023. RSUs The following table summarizes RSU activity and related information (in thousands, except weighted-average grant date fair value): Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Balance, January 31, 2023 12,504 $ 12.98 Granted 7,392 8.10 Vested (3,950) 12.66 Forfeited (995) 13.17 Balance, July 31, 2023 14,951 $ 10.64 Performance Stock Units (PSUs) In March 2022 and July 2023, we granted PSUs to certain executives under our 2018 Plan. Each grant is divided into two or three tranches, each tranche having pre-established performance targets that if met, as determined quarterly by our Compensation Committee, would result in the shares attributable to such tranche being earned, subject to a service-based vesting condition. The shares attributable to unearned tranches will be forfeited on January 31, 2025 if the applicable performance criteria for such tranches are not met. Stock-based compensation expense is recognized if it is probable the performance targets (for each respective tranche) will be met during the performance period. As we previously disclosed in our Form 10-Q for the three months ended April 30, 2023 filed with the SEC on June 1, 2023, we modified the performance targets associated with the PSUs that were granted in March 2022. This resulted in $9.6 million of incremental compensation expense that is being recognized over the remaining vesting periods of the awards. The following table summarizes PSU activity and related information (in thousands, except weighted-average grant date fair value): Number of PSUs Outstanding Weighted-Average Grant Date Fair Value Balance, January 31, 2023 2,905 $ 15.21 Granted 300 10.68 Forfeited (350) 15.21 Balance, July 31, 2023 2,855 $ 14.73 2018 Employee Stock Purchase Plan Our 2018 Employee Stock Purchase Plan (ESPP) is broadly available to our employees in the United States and certain other countries in which we operate. A total of 4.9 million shares of Class A common stock were reserved and available for issuance under the ESPP as of July 31, 2023. The ESPP provides for 24-month offering periods beginning June 15 and December 15 of each year, and each offering period contains four six-month purchase periods. On each purchase date, ESPP participants will purchase shares of our Class A common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the Class A common stock on the offering date or (2) the fair market value of the Class A common stock on the purchase date. We estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Three and Six Months Ended July 31, 2023 Three and Six Months Ended July 31, 2022 Fair value of common stock $ 11.55 $ 8.91 Expected volatility 37.1% - 45.7% 44.4% - 52.3% Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Risk-free interest rate 3.0% - 4.8% 2.3% -3.2% Expected dividend yield — % — % Stock-Based Compensation Expense Stock-based compensation expense was recorded in the following cost and expense categories in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of subscription revenue $ 2,180 $ 2,281 $ 4,539 $ 4,080 Cost of professional services revenue 3,229 3,690 6,250 6,707 Research and development 6,752 7,465 13,496 13,431 Sales and marketing 8,689 9,959 16,666 17,415 General and administrative 5,798 4,818 10,921 9,405 Total stock-based compensation expense $ 26,648 $ 28,213 $ 51,872 $ 51,038 As of July 31, 2023, unrecognized compensation costs related to unvested equity awards and the weighted-average remaining period over which those costs are expected to be recognized were as follows (dollars in thousands): Stock Options RSUs PSUs ESPP Unrecognized compensation costs $ 2,796 $ 135,092 $ 22,061 $ 6,921 Weighted-average remaining recognition period 1.3 years 2.1 years 1.4 years 0.9 years |
Warrants to Purchase Shares of
Warrants to Purchase Shares of Common Stock | 6 Months Ended |
Jul. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Warrants to Purchase Shares of Common Stock | Note 17. Warrants to Purchase Shares of Common Stock In connection with the issuance of the 2029 Notes (discussed Note 9. Debt ), we issued to Silver Lake the Warrants to acquire up to 7.5 million shares of Class A common stock, exercisable for a period of approximately seven years from the Initial Closing Date, and of which (i) Warrants to purchase up to 2.5 million shares of Class A common stock are exercisable at $20.00 per share, (ii) Warrants to purchase up to 2.5 million shares of Class A common stock are exercisable at $22.00 per share and (iii) Warrants to purchase up to 2.5 million shares of Class A common stock are exercisable at $24.00 per share. In addition, Silver Lake can elect to exercise the Warrants on a net-exercise basis. If a Make-Whole Fundamental Change (as defined in the Form of Warrant) occurs, then the number of shares issuable upon exercise of the Warrants may be increased, and the exercise price for the Warrants adjusted. Beginning on the Initial Closing Date and ending on the earlier of (i) the date that is 18 months following the Initial Closing Date (such date will occur in September 2023) and (ii) the consummation of any Change in Control, except for certain limited exceptions, the Warrants are only exercisable with our written approval. As of July 31, 2023, all 7.5 million Warrants were outstanding. We have classified a portion of the Warrants as a current liability due to certain settlement provisions in the Warrants. Under certain Make-Whole Fundamental Change scenarios, we would be required to, at our option, either (i) obtain shareholder approval prior to issuing 20% or more of our outstanding common stock or (ii) pay cash in lieu of delivering any shares at or above such 20% threshold. As a result, we concluded that approximately 2.8 million Warrants valued at $12.0 million as of the Initial Closing Date do not qualify for equity classification under ASC 815-40, pursuant to our sequencing policy described in Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements in our Annual Report on Form 10-K . We will reassess the classification of the Warrant liability in future reporting periods to determine if any change is required. The liability-classified warrants fair value was remeasured using the Black-Scholes option pricing model using the following inputs: July 31, 2023 January 31, 2023 Fair value of common stock 1 $ 11.42 $ 7.24 Exercise price $22.00 - $24.00 $22.00 - $24.00 Expected volatility 42.0 % 41.2 % Expected term (in years) 5.7 6.2 Risk-free interest rate 4.2 % 3.6 % Expected dividend yield — — ______________ (1) The fair value of common stock was adjusted to reflect certain restrictions on the Warrants for 18 months following the issuance date. We recognized realized losses and gains on the revaluation of the liability-classified Warrants, summarized in the table below, which are included in Change in fair value of warrant liability in the accompanying unaudited condensed consolidated statements of comprehensive loss. Refer to Note 4. Fair Value Measurements for the fair value of the liability-classified Warrants. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 18. Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share for the periods presented (in thousands, except per share data): Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator: Net loss $ (22,562) $ (29,910) $ (41,857) $ (53,078) Denominator: Weighted-average common shares outstanding, basic and diluted 138,605 130,280 137,417 129,384 Net loss per share, basic and diluted $ (0.16) $ (0.23) $ (0.30) $ (0.41) Since we were in a net loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share, as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): July 31, 2023 2022 Unvested RSUs issued and outstanding 14,951 14,591 Initial Notes conversion 12,500 12,500 Warrants 7,500 7,500 Issued and outstanding stock options 6,637 8,098 Unvested PSUs issued and outstanding 2,855 2,905 Shares committed under ESPP 290 208 Total 44,733 45,802 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (22,562) | $ (29,910) | $ (41,857) | $ (53,078) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jul. 31, 2023 shares | Jul. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Robert J.E. Traube [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On May 31, 2023, Robert J.E. Traube, our President and Chief Revenue Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to (i) 31,024 shares of Class A common stock and (ii) the net shares (not yet determinable) after shares are withheld to satisfy tax obligations upon the vesting of 453,444 RSUs and 150,000 PSUs. This 10b5-1 trading arrangement is scheduled to expire on August 30, 2024. As of July 31, 2023, Mr. Traube held the following Zuora equity not subject to trading under his Rule 10b5-1 trading arrangement: 29,485 shares of Class A common stock, 335,135 unvested RSUs and 200,000 unvested PSUs. | |
Name | Robert J.E. Traube | |
Title | President and Chief Revenue Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 31, 2023 | |
Arrangement Duration | 457 days | |
Andrew Cohen [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On June 21, 2023, Andrew Cohen, our Chief Legal Officer and Corporate Secretary, adopted a Rule 10b5-1 trading arrangement for the sale of up to (i) 53,893 shares of Class A common stock and (ii) the net shares (not yet determinable) after shares are withheld to satisfy tax obligations upon the vesting of 154,167 RSUs and 75,000 PSUs. This trading arrangement, which is his first trading plan with Zuora, is scheduled to expire on August 30, 2024. As of July 31, 2023, Mr. Cohen held the following Zuora equity not subject to trading under his Rule 10b5-1 trading arrangement: 26,090 shares of Class A common stock, 101,666 unvested RSUs and 100,000 unvested PSUs. | |
Name | Andrew Cohen | |
Title | Chief Legal Officer and Corporate Secretary | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 21, 2023 | |
Arrangement Duration | 436 days | |
Todd McElhatton [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On June 21, 2023, Todd McElhatton, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to (i) 80,000 shares of Class A common stock, (ii) 50,000 shares of Class A stock upon the vesting of RSUs, and (iii) the net shares (not yet determinable) after shares are withheld to satisfy tax obligations upon the vesting of 350,000 PSUs. This trading arrangement is scheduled to expire on September 20, 2024. As of July 31, 2023, Mr. McElhatton held the following Zuora equity not subject to trading under his Rule 10b5-1 trading arrangement: 97,875 shares of Class A common stock, 584,843 unvested RSUs and 200,000 unvested PSUs. | |
Name | Todd McElhatton | |
Title | Chief Financial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 21, 2023 | |
Arrangement Duration | 457 days | |
Tien Tzuo [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On June 22, 2023, Tien Tzuo, our Chief Executive Officer and Chairman of the Board of Directors, adopted a Rule 10b5-1 trading arrangement primarily to exercise up to 250,000 shares quarterly under his Class B stock option that expires in November 2024 in order to minimize trading impacts from exercising the entire option at one time and to avoid triggering Hart-Scott-Rodino filing obligations that may arise if he were to acquire additional shares of Zuora as his RSU and PSU awards vest. Mr. Tzuo’s trading arrangement provides for the sale of up to (i) 250,000 shares subject to his Class B stock option quarterly over the one year duration of the plan, which includes shares sold to pay the exercise price and tax withholding obligations, and (ii) net shares (not yet determinable) after shares are withheld to satisfy tax obligations upon the vesting of 341,665 RSUs and 350,000 PSUs. This trading arrangement is scheduled to expire on September 6, 2024. As of July 31, 2023, Mr. Tzuo, through trusts of which he is a trustee, held the following aggregate Zuora equity not subject to trading under his Rule 10b5-1 trading arrangement: 7,759,945 shares of Class B common stock, 6,352 shares of Class A common stock, 1,083,691 options for Class B common stock, which are fully vested, 1.2 million options for Class A common stock, of which 915,625 shares were vested, 445,835 unvested RSUs and 350,000 unvested PSUs. | |
Name | Tien Tzuo | |
Title | Chief Executive Officer and Chairman of the Board of Directors | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 22, 2023 | |
Arrangement Duration | 442 days | |
Robert J.E. Traube Trading Arrangement, Class A Common Stock [Member] | Robert J.E. Traube [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 31,024 | 31,024 |
Robert J.E. Traube Trading Arrangement, Class A Common Stock, RSUs Vested [Member] | Robert J.E. Traube [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 453,444 | 453,444 |
Robert J.E. Traube Trading Arrangement, Class A Common Stock, PSUs Vested [Member] | Robert J.E. Traube [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 150,000 | 150,000 |
Andrew Cohen Trading Arrangement, Class A Common Stock [Member] | Andrew Cohen [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 53,893 | 53,893 |
Andrew Cohen Trading Arrangement, Class A Common Stock, RSUs Vested [Member] | Andrew Cohen [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 154,167 | 154,167 |
Andrew Cohen Trading Arrangement, Class A Common Stock, PSUs Vested [Member] | Andrew Cohen [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 75,000 | 75,000 |
Todd McElhatton Trading Arrangement, Class A Common Stock [Member] | Todd McElhatton [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 80,000 | 80,000 |
Todd McElhatton Trading Arrangement, Class A Common Stock, RSUs Vested [Member] | Todd McElhatton [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 50,000 | 50,000 |
Todd McElhatton Trading Arrangement, Class A Common Stock, PSUs Vested [Member] | Todd McElhatton [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 350,000 | 350,000 |
Tien Tzuo Trading Arrangement, Class B Common Stock [Member] | Tien Tzuo [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 250,000 | 250,000 |
Tien Tzuo Trading Arrangement, Class B Common Stock, RSUs Vested [Member] | Tien Tzuo [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 341,665 | 341,665 |
Tien Tzuo Trading Arrangement, Class B Common Stock, PSUs Vested [Member] | Tien Tzuo [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 350,000 | 350,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the accounts of Zuora and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States (GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated balance sheet as of January 31, 2023 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. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of comprehensive loss, statements of cash flows and statements of stockholders' equity for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2024 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Our most significant estimates and assumptions are related to revenue recognition with respect to the determination of the relative standalone selling prices for our services; the expected period of benefit over which deferred commissions are amortized; valuation of stock-based awards and our convertible senior notes and warrants; estimates of allowance for credit losses; estimates of the fair value of goodwill and long-lived assets when evaluating for impairments and for assets acquired from acquisitions; useful lives of intangibles and other long-lived |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Amortized Cost, Unrealized Gains and Losses and Estimated Fair Value of Short-term Investments | The amortized costs, unrealized gains and losses and estimated fair values of our short-term investments were as follows (in thousands): July 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 18,617 $ — $ (46) $ 18,571 Corporate bonds 7,995 — (18) 7,977 Commercial paper 56,405 — — 56,405 Total short-term investments $ 83,017 $ — $ (64) $ 82,953 January 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 34,865 $ — $ (377) $ 34,488 Corporate bonds 41,974 — (189) 41,785 Commercial paper 102,720 — — 102,720 Foreign government securities 4,023 — (10) 4,013 Total short-term investments $ 183,582 $ — $ (576) $ 183,006 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Hierarchy for Financial Assets Measured on a Recurring Basis | The following tables summarize our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis (in thousands): July 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 247,500 $ — $ — $ 247,500 Treasury bills 24,864 — — 24,864 Total cash equivalents $ 272,364 $ — $ — $ 272,364 Short-term investments: U.S. government securities $ — $ 18,571 $ — $ 18,571 Corporate bonds — 7,977 — 7,977 Commercial paper — 56,405 — 56,405 Total short-term investments $ — $ 82,953 $ — $ 82,953 Liabilities: Warrant liability $ — $ — $ 7,585 $ 7,585 January 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 184,580 $ — $ — $ 184,580 Short-term investments: U.S. government securities $ — $ 34,488 $ — $ 34,488 Corporate bonds — 41,785 — 41,785 Commercial paper — 102,720 — 102,720 Foreign government securities — 4,013 — 4,013 Total short-term investments $ — $ 183,006 $ — $ 183,006 Liabilities: Warrant liability $ — $ — $ 2,829 $ 2,829 |
Schedule of Changes in Level 3 Fair Value Measurements | Changes in our Level 3 fair value measurements were as follows (in thousands): Warrant Liability Balance, January 31, 2023 $ 2,829 Change in fair value 4,756 Balance, July 31, 2023 $ 7,585 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): July 31, 2023 January 31, 2023 Prepaid software subscriptions $ 7,651 $ 7,533 Taxes 4,234 3,860 Prepaid insurance 2,907 3,225 Insurance payments receivable 2,000 2,000 Contract assets 1,964 1,325 Deposits 1,510 1,168 Prepaid hosting costs 902 871 Other 4,956 4,303 Total $ 26,124 $ 24,285 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): July 31, 2023 January 31, 2023 Software $ 35,520 $ 32,778 Leasehold improvements 15,267 15,254 Computer equipment 11,787 11,780 Furniture and fixtures 4,510 3,793 67,084 63,605 Less: accumulated depreciation and amortization (41,169) (36,446) Total $ 25,915 $ 27,159 The following table summarizes the capitalized internal-use software costs included within the Software line item in the table above (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Internal-use software costs capitalized during the period $ 1,654 $ 2,247 $ 2,698 $ 4,149 July 31, 2023 January 31, 2023 Total capitalized internal-use software, net of accumulated amortization $ 13,922 $ 14,138 The following table summarizes total depreciation and amortization expense related to property and equipment, including amortization of internal-use software, included primarily in General and administrative and Cost of subscription revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Total depreciation and amortization expense $ 2,444 $ 2,186 $ 4,982 $ 4,367 |
Purchased Intangible Assets a_2
Purchased Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Purchased Intangible Assets | The following tables summarize the purchased intangible asset balances (in thousands): July 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,571 $ (10,192) $ 9,379 Customer relationships 5,187 (3,506) 1,681 Trade name 1,709 (1,045) 664 Total $ 26,467 $ (14,743) $ 11,724 January 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,571 $ (9,194) $ 10,377 Customer relationships 5,187 (3,225) 1,962 Trade name 1,709 (847) 862 Total $ 26,467 $ (13,266) $ 13,201 |
Schedule of Amortization Expense Related to Purchased Intangible Assets | The following table summarizes amortization expense recognized on purchased intangible assets during the periods indicated (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Purchased intangible assets amortization expense $ 738 $ 372 $ 1,476 $ 926 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for purchased intangible assets as of July 31, 2023 was as follows (in thousands): Fiscal year ending: 2024 (remainder of the year) $ 1,476 2025 2,509 2026 1,874 2027 1,561 2028 1,561 Thereafter 2,743 Total estimated amortization expense $ 11,724 |
Schedule of Goodwill | The following table represents the changes to goodwill (in thousands): Goodwill Balance, January 31, 2023 $ 53,991 Effects of foreign currency translation 2,647 Other 510 Balance, July 31, 2023 $ 57,148 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): July 31, 2023 January 31, 2023 Litigation settlement 1 $ 75,500 $ 75,000 Warrant liability 7,585 2,829 Accrued taxes 4,802 4,088 Accrued hosting and third-party licenses 4,374 4,374 Accrued outside services and consulting 1,311 3,507 Accrued interest 850 850 Accrued contingent consideration — 4,420 Other accrued expenses 1 4,348 8,610 Total $ 98,770 $ 103,678 _____________________________ (1) The litigation settlement accrual of $75.5 million as of July 31, 2023 represents the combined settlement of the federal and state securities class action litigation matters, which are pending final court approval, as compared to $76.0 million accrued as of January 31, 2023, of which $75.0 million was reported in "Litigation settlement" for the federal class action matter, and $1.0 million was reported in "Other accrued expenses" for the state class action matter. Refer to Note 13. Commitments and Contingencies |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Carry Value of Long-term Debt | The carrying value of the Initial Notes was classified as long-term and consisted of the following (in thousands): July 31, 2023 January 31, 2023 Initial Notes principal $ 250,000 $ 250,000 Unamortized debt discount (35,599) (39,597) Carrying value $ 214,401 $ 210,403 |
Schedule of Interest Expense | Interest expense related to the Initial Notes, included in Interest expense in the accompanying unaudited condensed consolidated statements of comprehensive loss, was as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Contractual interest expense $ 2,469 $ 2,469 $ 4,938 $ 3,484 Amortization of debt discount 2,094 1,926 3,998 2,667 Total interest expense $ 4,563 $ 4,395 $ 8,936 $ 6,151 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Recognized that was Previously Included In Deferred Revenue | The following table summarizes revenue recognized during the period that was included in the deferred revenue balance at the beginning of each respective period (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue recognized from deferred revenue $ 79,382 $ 77,680 $ 126,548 $ 115,461 |
Geographical Information (Table
Geographical Information (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Country Based on Customer Address at Time of Sale | Revenue by country, based on the customer’s address at the time of sale, was as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 United States $ 69,348 $ 64,808 $ 134,755 $ 124,227 Others 38,700 33,967 76,388 67,747 Total $ 108,048 $ 98,775 $ 211,143 $ 191,974 Percentage of revenue by geographic area: United States 64 % 66 % 64 % 65 % Other 36 % 34 % 36 % 35 % |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Leases and Lease Costs | The components of our long-term operating leases and related operating lease cost were as follows (in thousands): July 31, 2023 January 31, 2023 Operating lease right-of-use assets $ 26,628 $ 22,768 Operating lease liabilities, current portion $ 7,895 $ 9,240 Operating lease liabilities, net of current portion 39,865 37,924 Total operating lease liabilities $ 47,760 $ 47,164 Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease cost 1 $ 2,183 $ 2,618 $ 4,409 $ 5,252 _____________________________ (1) Includes costs related to our short-term operating leases and is net of sublease income as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Short-term operating lease costs $ 139 $ 109 $ 241 $ 199 Sublease income $ (98) $ — $ (195) $ — |
Schedule of Maturities of Operating Lease Liabilities | The future maturities of long-term operating lease liabilities for each fiscal year were as follows (in thousands): Maturities of Operating Lease Liabilities 2024 (remainder of the year) $ 5,533 2025 8,617 2026 8,557 2027 7,815 2028 7,910 Thereafter 17,487 Total lease payments 55,919 Less imputed interest (8,159) Present value of lease liabilities $ 47,760 |
Schedule of Supplemental Operating Lease Information | Other supplemental information related to our long-term operating leases includes the following (dollars in thousands): July 31, 2023 January 31, 2023 Weighted-average remaining operating lease term 6.2 years 6.7 years Weighted-average operating lease discount rate 4.9 % 4.8 % Three Months Ended Six Months Ended 2023 2022 2023 2022 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases $ 4,038 $ 3,408 $ 7,528 $ 6,822 New right-of-use assets obtained in exchange for lease liabilities: Operating leases obtained $ — $ — $ 6,973 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision, Pretax Loss, and Effective Tax Rate | The following table reflects our income tax provision, pretax loss and effective tax rate for the periods presented (in thousands, except percentages): Three Months Ended Six Months Ended 2023 2022 2023 2022 Loss before income taxes $ (21,975) $ (29,381) $ (40,801) $ (52,241) Income tax provision 587 529 1,056 837 Effective tax rate (2.7) % (1.8) % (2.6) % (1.6) % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Income | Components of accumulated other comprehensive loss were as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Loss on Available-for-Sale Securities Total Balance, January 31, 2023 $ (343) $ (576) $ (919) Foreign currency translation adjustment (687) — (687) Unrealized gain on available-for-sale securities — 512 512 Balance, July 31, 2023 $ (1,030) $ (64) $ (1,094) |
Employee Stock Plans (Tables)
Employee Stock Plans (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | ): Shares Weighted-Average Average Aggregate Balance, January 31, 2023 7,761 $ 9.28 5.0 $ 14,505 Exercised (202) 4.67 Cancelled (775) 13.28 Forfeited (147) 12.99 Balance, July 31, 2023 6,637 8.87 4.2 29,412 Exercisable as of July 31, 2023 4,657 5.45 3.1 29,240 Vested and expected to vest as of July 31, 2023 6,598 $ 8.84 4.2 $ 29,402 |
Schedule of Stock Option Grant Date Fair Value and Intrinsic Value of Options Exercised | Three Months Ended Six Months Ended 2023 1 2022 2023 1 2022 Weighted-average grant date fair value per share of options granted during each respective period $ — $ 5.54 $ — $ 5.54 Aggregate intrinsic value of options exercised during each respective period $ 651 $ 941 $ 1,030 $ 2,030 _________________________________ (1) No stock options were granted during the three and six months ended July 31, 2023. |
Schedule of RSU Activity | The following table summarizes RSU activity and related information (in thousands, except weighted-average grant date fair value): Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Balance, January 31, 2023 12,504 $ 12.98 Granted 7,392 8.10 Vested (3,950) 12.66 Forfeited (995) 13.17 Balance, July 31, 2023 14,951 $ 10.64 |
Schedule of PSU Activity | The following table summarizes PSU activity and related information (in thousands, except weighted-average grant date fair value): Number of PSUs Outstanding Weighted-Average Grant Date Fair Value Balance, January 31, 2023 2,905 $ 15.21 Granted 300 10.68 Forfeited (350) 15.21 Balance, July 31, 2023 2,855 $ 14.73 |
Schedule of Valuation Assumptions for Estimated Fair Value of Employee Stock Purchase Plan | We estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Three and Six Months Ended July 31, 2023 Three and Six Months Ended July 31, 2022 Fair value of common stock $ 11.55 $ 8.91 Expected volatility 37.1% - 45.7% 44.4% - 52.3% Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Risk-free interest rate 3.0% - 4.8% 2.3% -3.2% Expected dividend yield — % — % |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense was recorded in the following cost and expense categories in the accompanying unaudited condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of subscription revenue $ 2,180 $ 2,281 $ 4,539 $ 4,080 Cost of professional services revenue 3,229 3,690 6,250 6,707 Research and development 6,752 7,465 13,496 13,431 Sales and marketing 8,689 9,959 16,666 17,415 General and administrative 5,798 4,818 10,921 9,405 Total stock-based compensation expense $ 26,648 $ 28,213 $ 51,872 $ 51,038 |
Schedule of Unrecognized Compensation Costs Related to Unvested Equity Awards | As of July 31, 2023, unrecognized compensation costs related to unvested equity awards and the weighted-average remaining period over which those costs are expected to be recognized were as follows (dollars in thousands): Stock Options RSUs PSUs ESPP Unrecognized compensation costs $ 2,796 $ 135,092 $ 22,061 $ 6,921 Weighted-average remaining recognition period 1.3 years 2.1 years 1.4 years 0.9 years |
Warrants to Purchase Shares o_2
Warrants to Purchase Shares of Common Stock (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Fair Value Measurements Inputs and Valuation Techniques | The liability-classified warrants fair value was remeasured using the Black-Scholes option pricing model using the following inputs: July 31, 2023 January 31, 2023 Fair value of common stock 1 $ 11.42 $ 7.24 Exercise price $22.00 - $24.00 $22.00 - $24.00 Expected volatility 42.0 % 41.2 % Expected term (in years) 5.7 6.2 Risk-free interest rate 4.2 % 3.6 % Expected dividend yield — — ______________ (1) The fair value of common stock was adjusted to reflect certain restrictions on the Warrants for 18 months following the issuance date. |
Summary of Realized Losses and Gain on the Revaluation of the Liability-Classified Warrants | Three Months Ended Six Months Ended 2023 2022 2023 2022 (Loss) gain on revaluation of liability-classified Warrants $ (4,786) $ 4,524 $ (4,756) $ 8,896 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for the periods presented (in thousands, except per share data): Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator: Net loss $ (22,562) $ (29,910) $ (41,857) $ (53,078) Denominator: Weighted-average common shares outstanding, basic and diluted 138,605 130,280 137,417 129,384 Net loss per share, basic and diluted $ (0.16) $ (0.23) $ (0.30) $ (0.41) |
Schedule of Potential Dilutive Securities Not Included in the 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 (in thousands): July 31, 2023 2022 Unvested RSUs issued and outstanding 14,951 14,591 Initial Notes conversion 12,500 12,500 Warrants 7,500 7,500 Issued and outstanding stock options 6,637 8,098 Unvested PSUs issued and outstanding 2,855 2,905 Shares committed under ESPP 290 208 Total 44,733 45,802 |
Investments - Amortized Cost to
Investments - Amortized Cost to Fair Value (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 83,017 | $ 183,582 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (64) | (576) |
Fair Value | 82,953 | 183,006 |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 18,617 | 34,865 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (46) | (377) |
Fair Value | 18,571 | 34,488 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,995 | 41,974 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (18) | (189) |
Fair Value | 7,977 | 41,785 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 56,405 | 102,720 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 56,405 | 102,720 |
Foreign government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,023 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (10) | |
Fair Value | $ 4,013 |
Investments - Narrative (Detail
Investments - Narrative (Details) | Jul. 31, 2023 |
Maximum | |
Debt Securities, Available-for-sale [Line Items] | |
Securities stated effective maturities (in years) | 1 year |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Financial Assets (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Short-term investments: | ||
Short-term investments | $ 82,953 | $ 183,006 |
U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 18,571 | 34,488 |
Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 7,977 | 41,785 |
Commercial paper | ||
Short-term investments: | ||
Short-term investments | 56,405 | 102,720 |
Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 4,013 | |
Recurring | ||
Cash equivalents: | ||
Cash equivalents | 272,364 | |
Short-term investments: | ||
Short-term investments | 82,953 | 183,006 |
Recurring | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 247,500 | 184,580 |
Recurring | Treasury bills | ||
Cash equivalents: | ||
Cash equivalents | 24,864 | |
Recurring | U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 18,571 | 34,488 |
Recurring | Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 7,977 | 41,785 |
Recurring | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 56,405 | 102,720 |
Recurring | Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 4,013 | |
Recurring | Warrant liability | ||
Liabilities: | ||
Warrant liability | 7,585 | 2,829 |
Recurring | Level 1 | ||
Cash equivalents: | ||
Cash equivalents | 272,364 | |
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 1 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 247,500 | 184,580 |
Recurring | Level 1 | Treasury bills | ||
Cash equivalents: | ||
Cash equivalents | 24,864 | |
Recurring | Level 1 | U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 1 | Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 1 | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 1 | Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 0 | |
Recurring | Level 1 | Warrant liability | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Recurring | Level 2 | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Short-term investments: | ||
Short-term investments | 82,953 | 183,006 |
Recurring | Level 2 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Recurring | Level 2 | Treasury bills | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Recurring | Level 2 | U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 18,571 | 34,488 |
Recurring | Level 2 | Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 7,977 | 41,785 |
Recurring | Level 2 | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 56,405 | 102,720 |
Recurring | Level 2 | Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 4,013 | |
Recurring | Level 2 | Warrant liability | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Recurring | Level 3 | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 3 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Recurring | Level 3 | Treasury bills | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Recurring | Level 3 | U.S. government securities | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 3 | Corporate bonds | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 3 | Commercial paper | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Recurring | Level 3 | Foreign government securities | ||
Short-term investments: | ||
Short-term investments | 0 | |
Recurring | Level 3 | Warrant liability | ||
Liabilities: | ||
Warrant liability | $ 7,585 | $ 2,829 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Fair Value Measurements (Details) - Warrant liability $ in Thousands | 6 Months Ended |
Jul. 31, 2023 USD ($) | |
Changes in Level 3 Fair Value Measurements | |
Beginning balance | $ 2,829 |
Change in fair value | 4,756 |
Ending balance | $ 7,585 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt | $ 188,500 | |
Initial Notes | Convertible senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance on term loan | $ 214,401 | $ 210,403 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Prepaid expenses and other current assets | ||
Prepaid software subscriptions | $ 7,651 | $ 7,533 |
Taxes | 4,234 | 3,860 |
Prepaid insurance | 2,907 | 3,225 |
Insurance payments receivable | 2,000 | 2,000 |
Contract assets | 1,964 | 1,325 |
Deposits | 1,510 | 1,168 |
Prepaid hosting costs | 902 | 871 |
Other | 4,956 | 4,303 |
Total | $ 26,124 | $ 24,285 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 67,084 | $ 63,605 |
Less: accumulated depreciation and amortization | (41,169) | (36,446) |
Total | 25,915 | 27,159 |
Software | ||
Property and Equipment [Line Items] | ||
Property and equipment, gross | 35,520 | 32,778 |
Leasehold improvements | ||
Property and Equipment [Line Items] | ||
Property and equipment, gross | 15,267 | 15,254 |
Computer equipment | ||
Property and Equipment [Line Items] | ||
Property and equipment, gross | 11,787 | 11,780 |
Furniture and fixtures | ||
Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,510 | $ 3,793 |
Property and Equipment, Net - C
Property and Equipment, Net - Capitalized Internal-use Software Costs (Details) - Internal-use software - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Property and Equipment [Line Items] | |||||
Internal-use software costs capitalized during the period | $ 1,654 | $ 2,247 | $ 2,698 | $ 4,149 | |
Total capitalized internal-use software, net of accumulated amortization | $ 13,922 | $ 13,922 | $ 14,138 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Total depreciation and amortization expense | $ 2,444 | $ 2,186 | $ 4,982 | $ 4,367 |
Purchased Intangible Assets a_3
Purchased Intangible Assets and Goodwill - Summary of Purchased Intangible Assets (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,467 | $ 26,467 |
Accumulated Amortization | (14,743) | (13,266) |
Net Carrying Amount | 11,724 | 13,201 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 19,571 | 19,571 |
Accumulated Amortization | (10,192) | (9,194) |
Net Carrying Amount | 9,379 | 10,377 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,187 | 5,187 |
Accumulated Amortization | (3,506) | (3,225) |
Net Carrying Amount | 1,681 | 1,962 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,709 | 1,709 |
Accumulated Amortization | (1,045) | (847) |
Net Carrying Amount | $ 664 | $ 862 |
Purchased Intangible Assets a_4
Purchased Intangible Assets and Goodwill - Narrative (Details) | 6 Months Ended |
Jul. 31, 2023 | |
Minimum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful life | 3 years |
Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful life | 10 years |
Purchased Intangible Assets a_5
Purchased Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Purchased intangible assets amortization expense | $ 738 | $ 372 | $ 1,476 | $ 926 |
Purchased Intangible Assets a_6
Purchased Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (remainder of the year) | $ 1,476 | |
2025 | 2,509 | |
2026 | 1,874 | |
2027 | 1,561 | |
2028 | 1,561 | |
Thereafter | 2,743 | |
Net Carrying Amount | $ 11,724 | $ 13,201 |
Purchased Intangible Assets a_7
Purchased Intangible Assets and Goodwill - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 53,991 |
Effects of foreign currency translation | 2,647 |
Other | 510 |
Ending balance | $ 57,148 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Jan. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jul. 31, 2023 | |
Loss Contingencies [Line Items] | |||||
Litigation settlement | $ 75,000 | $ 75,500 | |||
Warrant liability | 2,829 | 7,585 | |||
Accrued taxes | 4,088 | 4,802 | |||
Accrued hosting and third-party licenses | 4,374 | 4,374 | |||
Accrued outside services and consulting | 3,507 | 1,311 | |||
Accrued interest | 850 | 850 | |||
Accrued contingent consideration | 4,420 | 0 | |||
Other accrued expenses | 8,610 | 4,348 | |||
Total | 103,678 | $ 98,770 | |||
Proposed settlement amount | 76,000 | ||||
Litigation settlement, amount awarded to other party | $ 2,000 | ||||
Federal Class Action | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement, amount awarded to other party | 75,000 | $ 75,000 | |||
State Class Action | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement, amount awarded to other party | $ 1,000 | $ 500 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions, converted_share in Millions | 6 Months Ended | |
Mar. 24, 2022 USD ($) converted_share $ / shares shares | Jul. 31, 2023 USD ($) shares | |
First Citizen Bank & Trust Company | WSJ Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate, minus (percent) | 1% | |
Revolving Loan | First Citizen Bank & Trust Company | ||
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | $ 30,000,000 | |
Amount drawn under credit facility | $ 0 | |
Silver Lake Warrants | ||
Debt Instrument [Line Items] | ||
Number of securities called by warrants (in shares) | shares | 7.5 | 7.5 |
Initial Notes | Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 250,000,000 | |
Initial conversion rate | 50 | |
Principal amount for conversion | $ 1,000 | |
Price per share conversion (in dollars per share) | $ / shares | $ 20 | |
Number of equity instruments upon conversion (in shares) | converted_share | 12.5 | |
Additional Notes | Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 150,000,000 | |
2029 Notes | Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Conversion percentage of par value | 98% | |
Interest rate (percent) | 3.95% | |
Optional in kind interest (percent) | 5.50% | |
Period for conversion restrictions | 18 months | |
Debt discount amortization period | 5 years | |
Effective interest rate (percent) | 8.50% |
Debt - Balances (Details)
Debt - Balances (Details) - Initial Notes - Convertible senior notes - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Debt Instrument [Line Items] | ||
Initial Notes principal | $ 250,000 | $ 250,000 |
Unamortized debt discount | (35,599) | (39,597) |
Carrying value | $ 214,401 | $ 210,403 |
Debt - Interest expense (Detail
Debt - Interest expense (Details) - Initial Notes - Convertible senior notes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Interest Expenses [Line Items] | ||||
Contractual interest expense | $ 2,469 | $ 2,469 | $ 4,938 | $ 3,484 |
Amortization of debt discount | 2,094 | 1,926 | 3,998 | 2,667 |
Total interest expense | $ 4,563 | $ 4,395 | $ 8,936 | $ 6,151 |
Deferred Revenue and Performa_3
Deferred Revenue and Performance Obligations - Deferred Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized from deferred revenue | $ 79,382 | $ 77,680 | $ 126,548 | $ 115,461 |
Deferred Revenue and Performa_4
Deferred Revenue and Performance Obligations - Performance Obligations (Details) $ in Millions | Jul. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 507.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-08-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation (percent) | 58% |
Revenue, remaining performance obligation, period | 12 months |
Geographical Information (Detai
Geographical Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 108,048 | $ 98,775 | $ 211,143 | $ 191,974 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 69,348 | 64,808 | 134,755 | 124,227 |
Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 38,700 | $ 33,967 | $ 76,388 | $ 67,747 |
Revenue | Geographic concentration | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk (percent) | 64% | 66% | 64% | 65% |
Revenue | Geographic concentration | Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk (percent) | 36% | 34% | 36% | 35% |
Leases - Narrative (Details)
Leases - Narrative (Details) | Jul. 31, 2023 extension_option |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Number of lease extension options | 1 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating renewal term (in years) | 7 years |
Leases - Components of Leases a
Leases - Components of Leases and Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Operating Leases | |||||
Operating lease right-of-use assets | $ 26,628 | $ 26,628 | $ 22,768 | ||
Operating lease liabilities, current portion | 7,895 | 7,895 | 9,240 | ||
Operating lease liabilities, net of current portion | 39,865 | 39,865 | 37,924 | ||
Total operating lease liabilities | 47,760 | 47,760 | $ 47,164 | ||
Lease Cost | |||||
Operating lease cost | 2,183 | $ 2,618 | 4,409 | $ 5,252 | |
Short-term operating lease costs | 139 | 109 | 241 | 199 | |
Sublease income | $ (98) | $ 0 | $ (195) | $ 0 |
Leases - Future Maturities of O
Leases - Future Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Maturities of Operating Lease Liabilities | ||
2024 (remainder of the year) | $ 5,533 | |
2025 | 8,617 | |
2026 | 8,557 | |
2027 | 7,815 | |
2028 | 7,910 | |
Thereafter | 17,487 | |
Total lease payments | 55,919 | |
Less imputed interest | (8,159) | |
Present value of lease liabilities | $ 47,760 | $ 47,164 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Lease Term and Discount Rate | |||||
Weighted-average remaining operating lease term | 6 years 2 months 12 days | 6 years 2 months 12 days | 6 years 8 months 12 days | ||
Weighted-average operating lease discount rate (percent) | 4.90% | 4.90% | 4.80% | ||
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Cash paid for operating leases | $ 4,038 | $ 3,408 | $ 7,528 | $ 6,822 | |
New right-of-use assets obtained in exchange for lease liabilities: | |||||
Operating leases obtained | $ 0 | $ 0 | $ 6,973 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 2 Months Ended | 6 Months Ended | |||||||||
Jan. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Jul. 31, 2020 lawsuit | Jun. 30, 2020 lawsuit | Feb. 29, 2020 lawsuit | Sep. 30, 2019 lawsuit | Mar. 31, 2021 lawsuit | Jun. 30, 2020 lawsuit | May 31, 2020 lawsuit | Jul. 31, 2023 USD ($) vendor | |
Other Commitments [Line Items] | ||||||||||||
Litigation settlement, amount awarded to other party | $ 2,000,000 | |||||||||||
Litigation settlement | $ 75,000,000 | $ 75,500,000 | ||||||||||
Proposed settlement amount | 76,000,000 | |||||||||||
Cloud computing services | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Contractual obligation | $ 17,100,000 | |||||||||||
Number of vendors related to contractual obligation | vendor | 1 | |||||||||||
Putative securities class action | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of lawsuits filed | lawsuit | 2 | |||||||||||
Number of lawsuits consolidated | lawsuit | 2 | |||||||||||
Litigation settlement | $ 75,500,000 | |||||||||||
Estimated litigation liability, current, reduction in estimate | 500,000 | |||||||||||
Litigation settlement, estimated amount to be funded by insurance coverage | 6,600,000 | |||||||||||
Stockholder derivative lawsuits, CA | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of lawsuits filed | lawsuit | 2 | |||||||||||
Number of lawsuits consolidated | lawsuit | 2 | |||||||||||
Stockholder derivative lawsuits, District Of Delaware | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of lawsuits filed | lawsuit | 2 | |||||||||||
Number of lawsuits consolidated | lawsuit | 2 | |||||||||||
Stockholder derivative lawsuits, Delaware Chancery Court | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of lawsuits filed | lawsuit | 2 | |||||||||||
Number of lawsuits consolidated | lawsuit | 2 | |||||||||||
Federal Class Action | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Litigation settlement, amount awarded to other party | 75,000,000 | $ 75,000,000 | ||||||||||
State Class Action | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Litigation settlement, amount awarded to other party | 1,000,000 | $ 500,000 | ||||||||||
Certain facility lease agreements | Irrevocable letters of credit | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Letters of credit available | 4,500,000 | 4,500,000 | ||||||||||
Letters of credit outstanding | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Loss before income taxes | $ (21,975) | $ (29,381) | $ (40,801) | $ (52,241) |
Income tax provision | $ 587 | $ 529 | $ 1,056 | $ 837 |
Effective tax rate | (2.70%) | (1.80%) | (2.60%) | (1.60%) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Jul. 31, 2023 vote $ / shares shares |
Class of Stock [Line Items] | |
Preferred stock authorized (in shares) | 10,000,000 |
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock issued (in shares) | 0 |
Preferred stock outstanding (in shares) | 0 |
Class A common stock | |
Class of Stock [Line Items] | |
Number of votes for each share of stock held (in votes) | vote | 1 |
Common stock authorized (in shares) | 500,000,000 |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock issued (in shares) | 132,400,000 |
Common stock outstanding (in shares) | 132,400,000 |
Class B common stock | |
Class of Stock [Line Items] | |
Number of votes for each share of stock held (in votes) | vote | 10 |
Common stock authorized (in shares) | 500,000,000 |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock issued (in shares) | 8,100,000 |
Common stock outstanding (in shares) | 8,100,000 |
Stockholders' Equity - Componen
Stockholders' Equity - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Components of accumulated other comprehensive loss | ||||
Beginning balance | $ 103,683 | $ 188,856 | $ 97,160 | $ 170,607 |
Foreign currency translation adjustment | (404) | (316) | (687) | (675) |
Unrealized gain on available-for-sale securities | 172 | (278) | 512 | (676) |
Ending balance | 112,727 | 192,665 | 112,727 | 192,665 |
AOCI | ||||
Components of accumulated other comprehensive loss | ||||
Beginning balance | (862) | (865) | (919) | (108) |
Ending balance | (1,094) | $ (1,459) | (1,094) | $ (1,459) |
Foreign Currency Translation Adjustment | ||||
Components of accumulated other comprehensive loss | ||||
Beginning balance | (343) | |||
Foreign currency translation adjustment | (687) | |||
Ending balance | (1,030) | (1,030) | ||
Unrealized Loss on Available-for-Sale Securities | ||||
Components of accumulated other comprehensive loss | ||||
Beginning balance | (576) | |||
Unrealized gain on available-for-sale securities | 512 | |||
Ending balance | $ (64) | $ (64) |
Employee Stock Plans - Narrativ
Employee Stock Plans - Narrative (Details) shares in Thousands | 3 Months Ended | 6 Months Ended |
Apr. 30, 2023 shares | Jul. 31, 2023 purchase_period tranche shares | |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 9,600 | 300 |
PSUs | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of tranches | tranche | 2 | |
PSUs | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of tranches | tranche | 3 | |
2018 Equity Incentive Plan | Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved and available for issuance (in shares) | 29,300 | |
2006 Stock Plan and 2015 Equity Incentive Plan | Stock Options and RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate equity awards outstanding (in shares) | 4,000 | |
2018 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved and available for issuance (in shares) | 4,900 | |
ESPP offering period (in months) | 24 months | |
Number of purchase periods in offering period | purchase_period | 4 | |
Term of purchase period (in months) | 6 months | |
Purchase price, percentage of fair market value | 85% |
Employee Stock Plans - Stock Op
Employee Stock Plans - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 31, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) $ / shares shares | |
Shares Subject To Outstanding Stock Options | ||
Outstanding, beginning balance (in shares) | shares | 7,761 | |
Exercised (in shares) | shares | (202) | |
Cancelled (in shares) | shares | (775) | |
Forfeited (in shares) | shares | (147) | |
Outstanding, ending balance (in shares) | shares | 6,637 | 7,761 |
Exercisable (in shares) | shares | 4,657 | |
Vested and expected to vest (in shares) | shares | 6,598 | |
Weighted-Average Exercise Price | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ / shares | $ 9.28 | |
Exercised (in dollars per share) | $ / shares | 4.67 | |
Cancelled (in dollars per share) | $ / shares | 13.28 | |
Forfeited (in dollars per share) | $ / shares | 12.99 | |
Weighted average exercise price, ending balance (in dollars per share) | $ / shares | 8.87 | $ 9.28 |
Exercisable (in dollars per share) | $ / shares | 5.45 | |
Vested and expected to vest (in dollars per share) | $ / shares | $ 8.84 | |
Average Remaining Contractual Term (Years) | ||
Average remaining contractual term (years), outstanding | 4 years 2 months 12 days | 5 years |
Average remaining contractual term (years), exercisable | 3 years 1 month 6 days | |
Average remaining contractual term (years), vested and expected to vest | 4 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, outstanding | $ | $ 29,412 | $ 14,505 |
Aggregate intrinsic value, exercisable | $ | 29,240 | |
Aggregate intrinsic value, vested and expected to vest | $ | $ 29,402 |
Employee Stock Plans - Grant Da
Employee Stock Plans - Grant Date Fair Value and Intrinsic Value of Options Exercised (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Weighted-average grant date fair value per share of options granted during each respective period (in dollars per share) | $ 0 | $ 5.54 | $ 0 | $ 5.54 |
Aggregate intrinsic value of options exercised during each respective period | $ 651 | $ 941 | $ 1,030 | $ 2,030 |
Employee Stock Plans - RSU and
Employee Stock Plans - RSU and PSU Activity (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Apr. 30, 2023 | Jul. 31, 2023 | |
RSUs | ||
Number Outstanding | ||
Outstanding, beginning balance (in shares) | 12,504 | 12,504 |
Granted (in shares) | 7,392 | |
Vested (in shares) | (3,950) | |
Forfeited (in shares) | (995) | |
Outstanding, ending balance (in shares) | 14,951 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 12.98 | $ 12.98 |
Granted (in dollars per share) | 8.10 | |
Vested (in dollars per share) | 12.66 | |
Forfeited (in dollars per share) | 13.17 | |
Outstanding, ending balance (in dollars per share) | $ 10.64 | |
PSUs | ||
Number Outstanding | ||
Outstanding, beginning balance (in shares) | 2,905 | 2,905 |
Granted (in shares) | 9,600 | 300 |
Forfeited (in shares) | (350) | |
Outstanding, ending balance (in shares) | 2,855 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 15.21 | $ 15.21 |
Granted (in dollars per share) | 10.68 | |
Forfeited (in dollars per share) | 15.21 | |
Outstanding, ending balance (in dollars per share) | $ 14.73 |
Employee Stock Plans - Valuatio
Employee Stock Plans - Valuation Assumptions for Estimated Fair Value of ESPP (Details) - 2018 ESPP - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of common stock (in dollars per share) | $ 11.55 | $ 8.91 | $ 11.55 | $ 8.91 |
Expected volatility, minimum (percent) | 37.10% | 44.40% | 37.10% | 44.40% |
Expected volatility, maximum (percent) | 45.70% | 52.30% | 45.70% | 52.30% |
Risk-free interest rate, minimum (percent) | 3% | 2.30% | 3% | 2.30% |
Risk-free interest rate, maximum (percent) | 4.80% | 3.20% | 4.80% | 3.20% |
Expected dividend yield (percent) | 0% | 0% | 0% | 0% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 months | 6 months | 6 months | 6 months |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 2 years | 2 years | 2 years | 2 years |
Employee Stock Plans - Stock-Ba
Employee Stock Plans - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Cost of Revenue | ||||
Stock-based compensation expense | $ 26,648 | $ 28,213 | $ 51,872 | $ 51,038 |
Cost of subscription revenue | ||||
Cost of Revenue | ||||
Stock-based compensation expense | 2,180 | 2,281 | 4,539 | 4,080 |
Cost of professional services revenue | ||||
Cost of Revenue | ||||
Stock-based compensation expense | 3,229 | 3,690 | 6,250 | 6,707 |
Research and development | ||||
Cost of Revenue | ||||
Stock-based compensation expense | 6,752 | 7,465 | 13,496 | 13,431 |
Sales and marketing | ||||
Cost of Revenue | ||||
Stock-based compensation expense | 8,689 | 9,959 | 16,666 | 17,415 |
General and administrative | ||||
Cost of Revenue | ||||
Stock-based compensation expense | $ 5,798 | $ 4,818 | $ 10,921 | $ 9,405 |
Employee Stock Plans - Unrecogn
Employee Stock Plans - Unrecognized Compensation Cost (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2023 USD ($) | |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost, stock options | $ 2,796 |
Weighted-average recognition period (in years) | 1 year 3 months 18 days |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 135,092 |
Weighted-average recognition period (in years) | 2 years 1 month 6 days |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 22,061 |
Weighted-average recognition period (in years) | 1 year 4 months 24 days |
2018 ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 6,921 |
Weighted-average recognition period (in years) | 10 months 24 days |
Warrants to Purchase Shares o_3
Warrants to Purchase Shares of Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Mar. 24, 2022 | Jul. 31, 2023 | Jan. 31, 2023 |
Class of Warrant or Right [Line Items] | |||
Warrant liability | $ 7,585 | $ 2,829 | |
Silver Lake Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of securities called by warrants (in shares) | 7.5 | 7.5 | |
Warrants term | 7 years | ||
Term after initial closing date for required written approval | 18 months | ||
Make-whole fundamental change scenarios, issuance of stock as percentage of outstanding shares for requirement of shareholder approval | 20% | ||
Warrants classified as liability (in shares) | 2.8 | ||
Warrant liability | $ 12,000 | ||
Silver Lake Warrants | Warrants, tranche one | |||
Class of Warrant or Right [Line Items] | |||
Number of securities called by warrants (in shares) | 2.5 | ||
Exercise price of warrants (in dollars per share) | $ 20 | ||
Silver Lake Warrants | Warrants, tranche two | |||
Class of Warrant or Right [Line Items] | |||
Number of securities called by warrants (in shares) | 2.5 | ||
Exercise price of warrants (in dollars per share) | $ 22 | ||
Silver Lake Warrants | Warrants, tranche three | |||
Class of Warrant or Right [Line Items] | |||
Number of securities called by warrants (in shares) | 2.5 | ||
Exercise price of warrants (in dollars per share) | $ 24 |
Warrants to Purchase Shares o_4
Warrants to Purchase Shares of Common Stock - Valuation Inputs (Details) - Warrant liability | Jul. 31, 2023 | Jan. 31, 2023 | Mar. 24, 2022 |
Fair value of common stock | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 11.42 | 7.24 | |
Restriction period (in months) | 18 months | 18 months | |
Exercise price (in dollars per share) | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 22 | 22 | |
Exercise price (in dollars per share) | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 24 | 24 | |
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.420 | 0.412 | |
Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, term | 5 years 8 months 12 days | 6 years 2 months 12 days | |
Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.042 | 0.036 | |
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 |
Warrants to Purchase Shares o_5
Warrants to Purchase Shares of Common Stock - Realized Losses and Gains on the Liability-Classified Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
(Loss) gain on revaluation of liability-classified Warrants | $ (4,786) | $ 4,524 | $ (4,756) | $ 8,896 |
Silver Lake Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
(Loss) gain on revaluation of liability-classified Warrants | $ (4,786) | $ 4,524 | $ (4,756) | $ 8,896 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Numerator: | ||||
Net loss | $ (22,562) | $ (29,910) | $ (41,857) | $ (53,078) |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 138,605 | 130,280 | 137,417 | 129,384 |
Weighted-average common shares outstanding, diluted (in shares) | 138,605 | 130,280 | 137,417 | 129,384 |
Net loss per share, basic (in dollars per share) | $ (0.16) | $ (0.23) | $ (0.30) | $ (0.41) |
Net loss per share, diluted (in dollars per share) | $ (0.16) | $ (0.23) | $ (0.30) | $ (0.41) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities Not Included in the Diluted Per Share Calculations (Details) - shares shares in Thousands | 6 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 44,733 | 45,802 |
Unvested RSUs issued and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 14,951 | 14,591 |
Initial Notes conversion | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 12,500 | 12,500 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 7,500 | 7,500 |
Issued and outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 6,637 | 8,098 |
Unvested PSUs issued and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 2,855 | 2,905 |
Shares committed under ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the diluted per share calculation (in shares) | 290 | 208 |