Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 31, 2021 | Aug. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38069 | |
Entity Registrant Name | CLOUDERA, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-2922329 | |
Entity Address, Address Line One | 5470 Great America Parkway | |
Entity Address, City or Town | Santa Clara | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95054 | |
City Area Code | 650 | |
Local Phone Number | 362-0488 | |
Title of 12(b) Security | Common Stock, $0.00005 par value | |
Trading Symbol | CLDR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 296,216,908 | |
Entity Central Index Key | 0001535379 | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 134,075 | $ 298,672 |
Marketable securities | 302,989 | 297,721 |
Accounts receivable, net | 177,823 | 316,098 |
Deferred contract costs | 49,347 | 53,048 |
Prepaid expenses and other current assets | 29,907 | 32,382 |
Total current assets | 694,141 | 997,921 |
Property and equipment, net | 15,925 | 18,065 |
Marketable securities, non-current | 355,684 | 173,281 |
Intangible assets, net | 537,995 | 532,630 |
Goodwill | 620,724 | 599,291 |
Deferred contract costs, non-current | 24,112 | 31,170 |
Operating lease right-of-use assets | 131,668 | 146,424 |
Other assets | 10,498 | 9,819 |
TOTAL ASSETS | 2,390,747 | 2,508,601 |
Current liabilities: | ||
Accounts payable | 1,969 | 2,713 |
Accrued compensation | 56,463 | 56,643 |
Other accrued liabilities | 30,331 | 30,196 |
Operating lease liabilities | 23,152 | 19,574 |
Total current liabilities | 587,768 | 663,109 |
Long-term debt | 485,273 | 487,089 |
Operating lease liabilities, non-current | 155,446 | 169,296 |
Other accrued liabilities, non-current | 5,350 | 6,763 |
TOTAL LIABILITIES | 1,278,598 | 1,380,671 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.00005 par value; 20,000,000 shares authorized, no shares issued and outstanding as of July 31, 2021 and January 31, 2021 | 0 | 0 |
Common stock $0.00005 par value; 1,200,000,000 shares authorized as of July 31, 2021 and January 31, 2021; 296,212,583 and 291,220,735 shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively | 15 | 15 |
Additional paid-in capital | 2,835,956 | 2,776,690 |
Accumulated other comprehensive (loss) income | (861) | 580 |
Accumulated deficit | (1,722,961) | (1,649,355) |
TOTAL STOCKHOLDERS’ EQUITY | 1,112,149 | 1,127,930 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 2,390,747 | 2,508,601 |
Contract liabilities | ||
Current liabilities: | ||
Contract liabilities | 475,853 | 553,983 |
Contract liabilities, non-current | $ 44,761 | $ 54,414 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2021 | Jan. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.00005 | $ 0.00005 |
Preferred stock authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.00005 | $ 0.00005 |
Common stock authorized (in shares) | 1,200,000,000 | 1,200,000,000 |
Common stock issued (in shares) | 296,212,583 | 291,220,735 |
Common stock outstanding (in shares) | 296,212,583 | 291,220,735 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | ||
Revenue: | |||||
Total revenue | $ 236,057 | $ 214,336 | $ 460,340 | $ 424,796 | |
Cost of Revenue: | |||||
Total cost of revenue | [1],[2] | 44,973 | 49,639 | 88,091 | 103,880 |
Gross profit | [1],[2] | 191,084 | 164,697 | 372,249 | 320,916 |
Operating expenses: | |||||
Research and development | [1],[2] | 70,785 | 62,304 | 136,610 | 126,520 |
Sales and marketing | [1],[2] | 110,257 | 105,760 | 218,085 | 218,895 |
General and administrative | [1],[2] | 42,895 | 33,167 | 84,159 | 67,842 |
Total operating expenses | [1],[2] | 223,937 | 201,231 | 438,854 | 413,257 |
Loss from operations | (32,853) | (36,534) | (66,605) | (92,341) | |
Interest (expense) income, net | (3,621) | 1,444 | (7,104) | 3,685 | |
Other income (expense), net | 26 | 980 | (674) | (1,517) | |
Loss before provision for income taxes | (36,448) | (34,110) | (74,383) | (90,173) | |
Benefit (provision) for income taxes | 3,243 | (1,887) | 777 | (3,838) | |
Net loss | $ (33,205) | $ (35,997) | $ (73,606) | $ (94,011) | |
Net loss per share, basic (in usd per share) | $ (0.11) | $ (0.12) | $ (0.25) | $ (0.32) | |
Net loss per share, diluted (in usd per share) | $ (0.11) | $ (0.12) | $ (0.25) | $ (0.32) | |
Weighted-average shares used in computing net loss, per share basic ( in shares) | 294,330 | 300,103 | 293,447 | 297,724 | |
Weighted-average shares used in computing net loss, per share diluted (in shares) | 294,330 | 300,103 | 293,447 | 297,724 | |
Subscription | |||||
Revenue: | |||||
Total revenue | $ 213,300 | $ 191,522 | $ 413,956 | $ 378,607 | |
Cost of Revenue: | |||||
Total cost of revenue | [1],[2] | 25,457 | 27,929 | 49,049 | 56,565 |
Services | |||||
Revenue: | |||||
Total revenue | 22,757 | 22,814 | 46,384 | 46,189 | |
Cost of Revenue: | |||||
Total cost of revenue | [1],[2] | $ 19,516 | $ 21,710 | $ 39,042 | $ 47,315 |
[1] | Amounts include stock-based compensation expense as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Cost of revenue – subscription $ 4,162 $ 3,684 $ 8,454 $ 7,676 Cost of revenue – services 2,518 3,004 5,213 6,991 Research and development 22,506 17,057 43,767 36,881 Sales and marketing 16,024 14,031 31,879 29,854 General and administrative 13,339 8,841 27,860 18,653 | ||||
[2] | Amounts include amortization of acquired intangible assets as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Cost of revenue – subscription $ 2,058 $ 3,080 $ 3,081 $ 6,159 Sales and marketing 16,725 16,596 33,353 33,193 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Amortization expense of acquired intangible assets | $ 18,800 | $ 19,700 | $ 36,400 | $ 39,400 |
Research and development | ||||
Stock-based compensation expense | 22,506 | 17,057 | 43,767 | 36,881 |
Sales and marketing | ||||
Stock-based compensation expense | 16,024 | 14,031 | 31,879 | 29,854 |
Amortization expense of acquired intangible assets | 16,725 | 16,596 | 33,353 | 33,193 |
General and administrative | ||||
Stock-based compensation expense | 13,339 | 8,841 | 27,860 | 18,653 |
Subscription | ||||
Stock-based compensation expense | 4,162 | 3,684 | 8,454 | 7,676 |
Amortization expense of acquired intangible assets | 2,058 | 3,080 | 3,081 | 6,159 |
Services | ||||
Stock-based compensation expense | $ 2,518 | $ 3,004 | $ 5,213 | $ 6,991 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (33,205) | $ (35,997) | $ (73,606) | $ (94,011) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation loss | (662) | (85) | (427) | (921) |
Unrealized (loss) gain on investments | (352) | 559 | (1,014) | 1,411 |
Total other comprehensive (loss) income, net of tax | (1,014) | 474 | (1,441) | 490 |
Comprehensive loss | $ (34,219) | $ (35,523) | $ (75,047) | $ (93,521) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Balance at beginning of period (in shares) at Jan. 31, 2020 | 295,168,000 | ||||||
Stockholders' equity, beginning of period at Jan. 31, 2020 | $ 1,438,369 | $ (798) | $ 15 | $ 2,923,905 | $ 273 | $ (1,485,824) | $ (798) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued under employee stock plans (in shares) | 7,837,000 | ||||||
Shares issued under employee stock plans | 25,961 | $ 0 | 25,961 | ||||
Shares issued from restricted stock units vesting (in shares) | 12,096,000 | ||||||
Shares issued from restricted stock units vesting | 0 | ||||||
Shares issued under employee stock purchase plan (in shares) | 800,000 | ||||||
Shares issued under employee stock purchase plan | $ 7,730 | 7,730 | |||||
Repurchases of common stock (in shares) | (3,900,000) | (3,945,000) | |||||
Repurchases of common stock | $ (25,974) | (25,974) | |||||
Stock-based compensation expense | 100,055 | 100,055 | |||||
Shares withheld related to net settlement of restricted stock units (in shares) | (2,722,000) | ||||||
Shares withheld related to net settlement of equity awards | (23,283) | (23,283) | |||||
Other comprehensive income (loss) | 490 | 490 | |||||
Net loss | (94,011) | (94,011) | |||||
Balance at end of period (in shares) at Jul. 31, 2020 | 309,234,000 | ||||||
Stockholders' equity, end of period at Jul. 31, 2020 | 1,428,539 | $ 15 | 3,008,394 | 763 | (1,580,633) | ||
Balance at beginning of period (in shares) at Apr. 30, 2020 | 295,349,000 | ||||||
Stockholders' equity, beginning of period at Apr. 30, 2020 | 1,393,463 | $ 15 | 2,937,795 | 289 | (1,544,636) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued under employee stock plans (in shares) | 7,683,000 | ||||||
Shares issued under employee stock plans | 25,518 | 25,518 | |||||
Shares issued from restricted stock units vesting (in shares) | 6,244,000 | ||||||
Shares issued under employee stock purchase plan (in shares) | 800,000 | ||||||
Shares issued under employee stock purchase plan | $ 7,730 | 7,730 | |||||
Repurchases of common stock (in shares) | (3,900,000) | ||||||
Stock-based compensation expense | $ 46,617 | 46,617 | |||||
Shares withheld related to net settlement of restricted stock units (in shares) | (842,000) | ||||||
Shares withheld related to net settlement of equity awards | (9,266) | (9,266) | |||||
Other comprehensive income (loss) | 474 | 474 | |||||
Net loss | (35,997) | (35,997) | |||||
Balance at end of period (in shares) at Jul. 31, 2020 | 309,234,000 | ||||||
Stockholders' equity, end of period at Jul. 31, 2020 | 1,428,539 | $ 15 | 3,008,394 | 763 | (1,580,633) | ||
Balance at beginning of period (in shares) at Jan. 31, 2021 | 291,221,000 | ||||||
Stockholders' equity, beginning of period at Jan. 31, 2021 | 1,127,930 | $ 15 | 2,776,690 | 580 | (1,649,355) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued under employee stock plans (in shares) | 626,000 | ||||||
Shares issued under employee stock plans | 4,062 | 4,062 | |||||
Shares issued from restricted stock units vesting (in shares) | 8,935,000 | ||||||
Shares issued from restricted stock units vesting | 0 | $ 0 | |||||
Shares issued under employee stock purchase plan (in shares) | 709,000 | ||||||
Shares issued under employee stock purchase plan | $ 7,789 | 7,789 | |||||
Repurchases of common stock (in shares) | (2,400,000) | (2,389,000) | |||||
Repurchases of common stock | $ (29,088) | (29,088) | |||||
Stock-based compensation expense | 117,173 | 117,173 | |||||
Shares withheld related to net settlement of restricted stock units (in shares) | (2,889,000) | ||||||
Shares withheld related to net settlement of equity awards | (40,670) | (40,670) | |||||
Other comprehensive income (loss) | (1,441) | (1,441) | |||||
Net loss | (73,606) | (73,606) | |||||
Balance at end of period (in shares) at Jul. 31, 2021 | 296,213,000 | ||||||
Stockholders' equity, end of period at Jul. 31, 2021 | 1,112,149 | $ 15 | 2,835,956 | (861) | (1,722,961) | ||
Balance at beginning of period (in shares) at Apr. 30, 2021 | 293,062,000 | ||||||
Stockholders' equity, beginning of period at Apr. 30, 2021 | 1,110,971 | $ 15 | 2,800,559 | 153 | (1,689,756) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued under employee stock plans (in shares) | 256,000 | ||||||
Shares issued under employee stock plans | 1,815 | 1,815 | |||||
Shares issued from restricted stock units vesting (in shares) | 4,487,000 | ||||||
Shares issued under employee stock purchase plan (in shares) | 709,000 | ||||||
Shares issued under employee stock purchase plan | $ 7,789 | 7,789 | |||||
Repurchases of common stock (in shares) | (800,000) | (847,000) | |||||
Repurchases of common stock | $ (10,143) | (10,143) | |||||
Stock-based compensation expense | 58,549 | 58,549 | |||||
Shares withheld related to net settlement of restricted stock units (in shares) | (1,454,000) | ||||||
Shares withheld related to net settlement of equity awards | (22,613) | (22,613) | |||||
Other comprehensive income (loss) | (1,014) | (1,014) | |||||
Net loss | (33,205) | (33,205) | |||||
Balance at end of period (in shares) at Jul. 31, 2021 | 296,213,000 | ||||||
Stockholders' equity, end of period at Jul. 31, 2021 | $ 1,112,149 | $ 15 | $ 2,835,956 | $ (861) | $ (1,722,961) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (73,606) | $ (94,011) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 40,283 | 44,939 |
Non-cash lease expense | 21,365 | 22,692 |
Stock-based compensation expense | 117,173 | 100,055 |
Amortization of deferred contract costs | 32,935 | 33,410 |
Other | 2,927 | 5,126 |
Changes in assets and liabilities: | ||
Accounts receivable | 138,654 | 100,340 |
Prepaid expenses and other assets | 2,565 | 14,628 |
Deferred contract costs | (22,176) | (22,290) |
Accounts payable | (247) | (830) |
Accrued compensation | 2,757 | (6,646) |
Other accrued liabilities | (6,723) | (4,279) |
Operating lease liabilities | (16,893) | (21,206) |
Contract liabilities | (89,002) | (71,123) |
Net cash provided by operating activities | 150,012 | 100,805 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of marketable securities | (478,889) | (273,569) |
Proceeds from sale of marketable securities | 76,450 | 104,172 |
Maturities of marketable securities | 210,243 | 123,710 |
Cash used in business combinations, net of cash acquired | (56,427) | 0 |
Capital expenditures | (1,937) | (4,430) |
Net cash used in investing activities | (250,560) | (50,117) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repurchases of common stock | (29,088) | (25,974) |
Repayments of Debt | (2,500) | 0 |
Taxes paid related to net share settlement of restricted stock units | (40,670) | (23,283) |
Proceeds from employee stock plans | 9,191 | 33,639 |
Net cash used in financing activities | (63,067) | (15,618) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (982) | 463 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (164,597) | 35,533 |
Cash, cash equivalents and restricted cash — Beginning of period | 302,024 | 110,990 |
Cash, cash equivalents and restricted cash — End of period | 137,427 | 146,523 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Purchases of property and equipment, accrued but not yet paid | 6 | 127 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 2,647 | 6,060 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the statement of cash flows | ||
Cash and cash equivalents | 134,075 | 143,171 |
Restricted cash included in Other assets | 3,352 | 3,352 |
Total cash, cash equivalents and restricted cash | $ 137,427 | $ 146,523 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | Summary of Business and Significant Accounting Policies Description of Business Cloudera, Inc. was incorporated in the state of Delaware on June 27, 2008 and is headquartered in Santa Clara, California. Cloudera is an enterprise data cloud company. We sell software subscriptions and public cloud services for the Cloudera Data Platform (CDP) solution-set and software subscriptions for our traditional on-premises data platforms. Subscriptions include software access rights and technical support. We also provide professional services for the implementation and use of our software subscriptions, machine learning expertise and consultation, training and education services. Our offerings are based predominantly on open source software, utilizing data stored natively in public cloud object stores as well as in various open source data stores. Unless the context requires otherwise, the words “we,” “us,” “our” and “Cloudera” refer to Cloudera, Inc. and its subsidiaries taken as a whole. Agreement and Plan of Merger On June 1, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sky Parent Inc., a Delaware corporation (“Parent”), and Project Sky Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Cloudera, Inc., with Cloudera, Inc. surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are subsidiaries of investment funds advised by Clayton, Dubilier & Rice, LLC (“CD&R”) and Kohlberg Kravis Roberts & Co. L.P. (“KKR”), US-based private equity firms. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger: • each share of our common stock, par value $0.00005 per share (“Common Stock”) outstanding immediately prior to the Effective Time (subject to certain exceptions, including for shares of Common Stock owned by stockholders who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will, at the Effective Time, automatically be converted into the right to receive $16.00 in cash (the “Merger Consideration”), subject to applicable withholding taxes; • each then-outstanding, vested and unexercised option to purchase Common Stock (each a “Company Option”) shall be cancelled, with the holder of such Company Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the excess of the Merger Consideration over the per share exercise price of such Company Option, by (ii) the number of shares of Common Stock covered by such Company Option immediately prior to the Effective Time; • each award of restricted stock units granted under any of our equity incentive plans (“Company Restricted Stock Unit Award”) that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time by its terms and without any action by us shall be cancelled, with the holder of such Company Restricted Stock Unit Award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the number of shares of Common Stock covered by such Company Restricted Stock Unit Award immediately prior to the Effective Time; and • each Company Restricted Stock Unit Award and each performance-based restricted stock unit (“Company Performance Stock Unit Award”), in each case, that is outstanding immediately prior to the Effective Time and that does not vest upon the occurrence of the Effective Time by its terms and without any action by us shall, in each case, be cancelled and be converted into the contractual right to receive a payment in an amount in cash (the “Cash Based Award”) equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the number of shares of Company common stock covered by such Company Restricted Stock Unit Award or Company Performance Stock Unit Award immediately prior to the Effective Time (in the case of any Company Performance Stock Unit Award, based on 100% of the shares of Common Stock underlying such award), which Cash Based Award shall be subject to the terms and conditions applicable to such Cash Based Award (except as otherwise provided in the Merger Agreement), including the time-based vesting conditions and any accelerated vesting provisions applicable to such Company Restricted Stock Unit Award or Company Performance Stock Unit Award. Our board of directors unanimously approved and declared to be in the best interest of the company and its stockholders, the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommended that our stockholders adopt the Merger Agreement. Our stockholders approved the Merger on August 25, 2021. The total consideration for the Merger is approximately $5.3 billion. Closing of the deal is subject to customary closing conditions, including antitrust approval. Assuming the satisfaction of the remaining conditions set forth in the Merger Agreement, we expect the Merger to close in the second half of 2021. The Merger Agreement contains certain termination rights for both the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, including with respect to Cloudera’s entry into an agreement with respect to a Superior Proposal, the board of directors of Cloudera changing its recommendation or if Cloudera breaches its representations, warranties or covenants in a manner that would cause the related closing conditions to not be met, Cloudera will be required to pay Parent a termination fee of approximately $171.7 million . In addition to the foregoing termination rights, and subject to certain limitations, Cloudera or Parent may terminate the Merger Agreement if the Merger is not consummated by March 1, 2022 (the “Termination Date”). The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on June 1, 2021. The transaction costs associated with the merger were approximately $4.5 million, which were included in general and administrative expense in our condensed consolidated statement of operations for the three and six months ended July 31, 2021. Basis of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States and the applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The condensed consolidated financial statements include the results of Cloudera, Inc. and its wholly owned subsidiaries, which are located in various countries, including the United States, Australia, China, India, Germany, Ireland, The Netherlands, Singapore, Hungary and the United Kingdom. All intercompany balances and transactions have been eliminated upon consolidation. The consolidated balance sheet as of January 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information contained herein reflects all adjustments necessary for a fair presentation of our results of operations, financial position, stockholders’ equity and cash flows. All such adjustments are of a normal, recurring nature. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of results to be expected for the full year ending January 31, 2022 or for any other interim periods or for any other future years. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2021, filed with the SEC on March 25, 2021. There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended January 31, 2021. Our fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include the useful lives of property and equipment and intangible assets, allowance for credit losses, stock-based compensation expense, bonus attainment, self-insurance costs incurred, the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations, the evaluation for impairment of goodwill, intangible assets and other long-lived assets including operating lease right-of-use assets, the estimated period of benefit for deferred contract costs, estimates related to revenue recognition, such as the assessment of elements in a multi-element arrangement and the value assigned to each element, contingencies, and the incremental borrowing rate used in discounting our lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates. Segments We operate as two operating segments – subscription and services. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and assess performance. Concentrations of Credit Risk and Significant Customers Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and accounts receivable. Our cash is deposited with high credit quality financial institutions. At times, such deposits may be in excess of the Federal Depository Insurance Corporation insured limits. We have not experienced any losses on these deposits. Our trade receivables are recorded at the invoice amount, net of an allowance for credit losses, which is not material. The allowance for credit losses reflects our best estimate of probable losses inherent in the receivable portfolio determined based on various factors including historical experience, credit quality of the customer, current economic conditions and management’s expectations of future economic conditions. Receivables are written-off and charged against the recorded allowance when we have exhausted collection efforts without success. We had one customer accounting for more than 10% of accounts receivable at July 31, 2021 and January 31, 2021. For each of the three and six months ended July 31, 2021 and 2020 , no sin gle customer accounted for 10% or more of revenue. Recently Adopted Accounting Standard We adopted the accounting standard updated (ASU) 2020-08 Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Significant changes in our contract liabilities during the period ended July 31, 2021 are as follows (in thousands): Contract Liabilities January 31, 2021 $ 608,397 Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period (188,443) Increases due to invoicing prior to satisfaction of performance obligations 129,055 April 30, 2021 $ 549,009 Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period (200,148) Increases due to invoicing prior to satisfaction of performance obligations 171,753 July 31, 2021 $ 520,614 Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents contracted revenue that has been billed but not recognized, and unbilled non-cancelable amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals and average contract terms. During the three and six months ended July 31, 2021 , net revenue recognized from our remaining performance obligations satisfied in previous periods was not material. As of July 31, 2021, approximately $865.1 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $617.4 million over the next 12 months and approximately $247.7 million thereafter. Contract Assets Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer when that right is conditional on something other than the passage of time (e.g., performance prior to invoicing on fixed fee service arrangements with substantive acceptance terms). We record unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as we have an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. As of July 31, 2021 and January 31, 2021, contract assets were $2.7 million and $5.0 million, respectively, which are included in prepaid expenses and other current assets. |
Business Combinations
Business Combinations | 6 Months Ended |
Jul. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations In June 2021, we acquired 100% voting interest in Cazena, Inc. and Datacoral, Inc. for aggregate cash consideration of $57.8 million. The acquisitions were made to further accelerate innovation in our Cloudera offerings. The purchase consideration of $57.8 million has been preliminarily allocated primarily to intangible assets and goodwill of $41.8 million and $21.4 million , respectively. The intangible assets are being amortized over their respective useful lives ranging from 4 to 5 years. The transaction costs associated with both acquisitions were not material and were included in general and administrative expense in our condensed consolidated statement of operations for the three and six months ended July 31, 2021. The results of operations for both business combinations have been included in our consolidated statements of operations from the acquisition date and were not material. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 6 Months Ended |
Jul. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities The following are the fair values of our cash equivalents and marketable securities as of July 31, 2021 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 43,237 $ — $ — $ 43,237 Marketable securities: U.S. agency obligations 46,984 24 (2) 47,006 Corporate notes and obligations 350,890 476 (97) 351,269 Commercial paper 47,062 11 — 47,073 Municipal securities 85,741 187 (131) 85,797 Certificates of deposit 95,503 37 (7) 95,533 U.S. treasury securities 31,982 13 — 31,995 Total cash equivalents and marketable securities $ 701,399 $ 748 $ (237) $ 701,910 The following are the fair values of our cash equivalents and marketable securities as of January 31, 2021 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 186,127 $ — $ — $ 186,127 Certificates of deposit 4,000 — — 4,000 Marketable securities: U.S. agency obligations 68,972 76 (4) 69,044 Asset-backed securities 2,901 2 — 2,903 Corporate notes and obligations 210,321 1,215 (72) 211,464 Commercial paper 48,212 19 (6) 48,225 Municipal securities 40,031 213 (5) 40,239 Certificates of deposit 60,749 53 — 60,802 U.S. treasury securities 38,291 34 — 38,325 Total cash equivalents and marketable securities $ 659,604 $ 1,612 $ (87) $ 661,129 The contractual maturities of investments in available-for-sale securities were as follows (in thousands): July 31, 2021 January 31, 2021 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due within one year $ 346,010 $ 346,226 $ 487,201 $ 487,848 Due after one year through five years 355,389 355,684 172,403 173,281 Total cash equivalents and marketable securities $ 701,399 $ 701,910 $ 659,604 $ 661,129 The unrealized loss for each of these fixed rate marketable securities was not material as of July 31, 2021 and January 31, 2021. The unrealized losses on these investments were primarily due to changes in market interest rates. We expect to receive the full principal and interest on all of these marketable securities and have the ability and intent to hold these investments until a recovery of fair value. We determined that no allowance for credit losses related to our marketable securities was required for the three and six months ended July 31, 2021 and 2020. Realized gains and realized losses on our cash equivalents and marketable securities are included in other income (expense), net on the condensed consolidated statement of operations and were not material for the three and six months ended July 31, 2021 and 2020. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jul. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Our financial assets and liabilities consist principally of cash and cash equivalents, marketable securities, accounts receivable and accounts payable. We measure and record certain financial assets and liabilities at fair value on a recurring basis. The estimated fair value of accounts receivable and accounts payable approximates their carrying value due to their short-term nature. Cash equivalents and marketable securities are recorded at estimated fair value. All of our cash equivalents and marketable securities are classified within Level 1 or Level 2 because the cash equivalents and marketable securities are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs. We follow a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table represents our financial assets and liabilities according to the fair value hierarchy, measured at fair value as of July 31, 2021 (in thousands): Level 1 Level 2 Total Financial assets Money market funds $ 43,237 $ — $ 43,237 U.S. agency obligations — 47,006 47,006 Corporate notes and obligations — 351,269 351,269 Commercial paper — 47,073 47,073 Municipal securities — 85,797 85,797 Certificates of deposit — 95,533 95,533 U.S. treasury securities — 31,995 31,995 Total financial assets $ 43,237 $ 658,673 $ 701,910 The following table represents our financial assets according to the fair value hierarchy, measured at fair value as of January 31, 2021 (in thousands): Level 1 Level 2 Total Financial assets Money market funds $ 186,127 $ — $ 186,127 U.S. agency obligations — 69,044 69,044 Asset-backed securities — 2,903 2,903 Corporate notes and obligations — 211,464 211,464 Commercial paper — 48,225 48,225 Municipal securities — 40,239 40,239 Certificates of deposit — 64,802 64,802 U.S. treasury securities — 38,325 38,325 Total financial assets $ 186,127 $ 475,002 $ 661,129 We value our Level 1 assets using quoted prices in active markets for identical instruments. We value our Level 2 assets with the help of a third-party pricing service using quoted market prices for similar instruments, non-binding market prices that are corroborated by observable market data, or pricing models such as discounted cash flow techniques. We use such pricing data as the primary input, to which we have not made any material adjustments during the periods presented, to make our determination and assessments as to the ultimate valuation of these assets. Our foreign currency forward contract liabilities and assets are classified within Level 2 in the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, including currency spot and forward rates. The fair value of these contracts wer e not mater ial as of July 31, 2021 . We have no Level 1 or 3 liabilities and no Level 3 assets measured on a recurring basis. Assets Measured at Fair Value on a Nonrecurring Basis Certain of our long-lived assets, including intangible assets, goodwill, and operating lease right-of-use assets are measured at fair value on a nonrecurring basis when there are indicators of impairment. There were no material impairment charges recognized during the three and six months ended July 31, 2021, and 2020. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table represents the changes to goodwill (in thousands): Balance at January 31, 2021 $ 599,291 Acquisitions 21,433 Balance at July 31, 2021 $ 620,724 Intangible Assets Intangible assets consisted of the following as of July 31, 2021 (in thousands): Gross Fair Accumulated Net Book Weighted Average Developed technology $ 51,615 $ (7,740) $ 43,875 4.7 Customer relationships and other acquired intangible assets 665,946 (171,826) 494,120 7.4 Total $ 717,561 $ (179,566) $ 537,995 7.2 Intangible assets consisted of the following as of January 31, 2021 (in thousands): Gross Fair Accumulated Net Book Weighted Average Developed technology $ 22,770 $ (14,814) $ 7,956 3.3 Customer relationships and other acquired intangible assets 671,947 (147,273) 524,674 7.9 Unbilled contracts 18,300 (18,300) — — Total $ 713,017 $ (180,387) $ 532,630 7.8 Amortization expense for intangible assets was $18.8 million and $19.7 million for the three months ended July 31, 2021 and 2020, respectively, and $36.4 million and $39.4 million for the six months ended July 31, 2021 and 2020, respectively. The expected future amortization expense of these intangible assets as of July 31, 2021 is as follows (in thousands): Remaining six months of fiscal 2022 $ 39,245 fiscal 2023 76,387 fiscal 2024 75,876 fiscal 2025 75,786 fiscal 2026 74,927 fiscal 2027 and thereafter 195,774 Total amortization expense $ 537,995 |
Derivative Contracts
Derivative Contracts | 6 Months Ended |
Jul. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Contracts | Derivative ContractsWe generate revenues and incur expenses in numerous currencies and are exposed to foreign currency risk. To mitigate the impact of changes in foreign currency rates, we execute foreign currency forward contracts to offset the gains and losses on foreign currency denominated monetary assets and liabilities. The duration of our foreign currency forward contracts is less than 12 months. We do not enter into any derivatives for trading or speculative purposes. We recorded immaterial losses in both the three and six months ended July 31, 2021 and losses of |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net The cost and accumulated depreciation of property and equipment are as follows (in thousands): As of July 31, 2021 January 31, 2021 Computer equipment and software $ 25,905 $ 24,974 Office furniture and equipment 13,143 13,352 Leasehold improvements 19,557 24,719 Property and equipment, gross 58,605 63,045 Less: accumulated depreciation (42,680) (44,980) Property and equipment, net $ 15,925 $ 18,065 Depreciation expense was $1.8 million and $2.7 million for the three months ended July 31, 2021 and 2020, respectively, and $3.8 million and $5.6 million the six months ended July 31, 2021 and 2020, respectively. Accrued Compensation Accrued compensation consists of the following (in thousands): As of July 31, January 31, Accrued salaries, benefits and commissions $ 22,621 $ 22,538 Accrued bonuses 16,723 14,956 Accrued compensation-related taxes 13,182 10,834 Employee stock purchase plan (ESPP) withholdings (1) — 2,634 Other (2) 3,937 5,681 Total accrued compensation $ 56,463 $ 56,643 (1) As part of the planned merger discussed in Note 1 , our ESPP was suspended after our latest offering period ended June 21, 2021. (2) Other consists primarily of amounts owed for employment -related benefits. Other Accrued Liabilities Other accrued liabilities consist of the following (in thousands): As of July 31, January 31, Accrued professional costs $ 6,131 $ 3,790 Current portion of debt 3,616 3,610 Accrued taxes 3,262 5,596 Accrued self-insurance costs 4,041 4,720 Acquisition related holdback and retention payments (1) 3,492 3,368 Other (2) 9,789 9,112 Total other accrued liabilities $ 30,331 $ 30,196 (1) Business combination related payments held by Cloudera for indemnification and retention purposes. (2) Other relates primarily to am ounts owed to third-party vendors that provide marketing, cloud-computing services, and travel related services. |
Debt
Debt | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt On December 22, 2020, we entered into a senior secured credit agreement (the “Credit Agreement”). The Credit Agreement provides for a seven years senior secured institutional term loan "B" for an aggregate principal amount of $500.0 million (the "Term Loan"). The Term Loan amortizes at a per annum rate equal to 1.0% payable quarterly, with the balance payable at maturity on December 22, 2027. The proceeds of the Term Loan will be used for general corporate purposes, including to fund repurchases of our common stock and to pay transaction costs and expenses in connection therewith. At our option, the Term Loan will bear interest at a per annum rate equal to a Eurocurrency Rate plus 2.50% or a Base Rate plus 1.50%, both subject to a 3.25% floor. As of July 31, 2021, the Term Loan is bearing interest at a per annum rate of 3.25%. During three and six months ended July 31, 2021, we recognized interest expense of $4.1 million and $8.2 million, respectively. The Credit Agreement contains usual and customary representations and warranties, optional and mandatory prepayment provisions, and affirmative and negative covenants, including limitations on liens, investments, restricted payments, additional indebtedness, transactions with affiliates and asset sales and mergers. The Credit Agreement does not contain any financial covenants. Our obligations under the Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representations and warranties, violation of covenants, cross default and cross acceleration to material third party indebtedness, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control. We incurred debt discount and issuance costs of approximately $9.5 million in connection with obtaining our Term Loan. These debt discount and issuance costs are amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the contractual term of the arrangement. Amortization of debt discount and issuance costs during the three and six months ended July 31, 2021 were immaterial. As of July 31, 2021, the Term Loan had a carrying value of $488.9 million, of which $3.6 million is classified as current and recorded in other accrued liabilities and $485.3 million is classified as non-current on the condensed consolidated balance sheet. As of July 31, 2021, the expected future principal payments under the Term Loan are due as follows (in thousands): Remaining six months of fiscal 2022 $ 2,500 2023 5,000 2024 5,000 2025 5,000 2026 5,000 2027 and thereafter 475,000 Total $ 497,500 |
Leases
Leases | 6 Months Ended |
Jul. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We have entered into various non-cancelable operating lease agreements for our facilities. Our leases have various expiration dates throu gh September 2031. Many leases include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease term is determined to be the non-cancelable period including any lessee renewal options which are considered to be reasonably certain of exercise. The interest rate implicit in the lease contracts is typically not readily determinable. As such, we utilized the appropriate incremental borrowing rate based on information available at the commencement date, which is the rate incurred to borrow on a collateralized basis over a similar term in a similar economic environment. Components of lease expense are summarized as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Operating lease cost $ 10,314 $ 11,391 $ 21,365 $ 22,692 Short-term lease cost 386 480 713 959 Sublease income (3,478) (3,605) (7,057) (7,527) Net lease cost $ 7,222 $ 8,266 $ 15,021 $ 16,124 Lease term and discount rate information are summarized as follows: As of July 31, January 31, Weighted Average Remaining Lease Term (years) 5.7 6.1 Weighted Average Discount Rate 6.0 % 5.9 % Maturities of lease liabilities as of July 31, 2021 are as follows (in thousands): Minimum Lease Payments, Gross Remaining six months of fiscal 2022 $ 13,363 fiscal 2023 38,830 fiscal 2024 38,304 fiscal 2025 36,853 fiscal 2026 32,890 fiscal 2027 and thereafter 52,754 Total lease payments $ 212,994 Less imputed interest (34,396) Present value of lease liabilities $ 178,598 We expect to receive sublease rental proceeds of $5.8 million in the next six months of fiscal 2022 and $28.6 million thereafter. There were no material lease related right-of-use asset impairment losses in the three and six months ended July 31, 2021 or 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of July 31, 2021 and January 31, 2021, we had a total of $19.0 million and $19.4 million, respectively, in letters of credit outstanding in favor of certain landlords for office space. These letters of credit renew annually and expire at various dates through 2027. Legal Proceedings On June 7, 2019, a purported class action complaint was filed in the United States District Court for the Northern District of California, entitled Christie v. Cloudera, Inc., et al. , Case No. 5:19-cv-3221-LHK. The complaint named as defendants Cloudera, its former Chief Executive Officer, its Chief Financial Officer and a former officer and director, asserting alleged class claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (Exchange Act) and SEC Rule 10b-5. Two substantially similar class action complaints, entitled Zarantonello v. Cloudera, Inc., et al. , Case No. 5:19-cv-4007-LHK, and Dvornic v. Cloudera, Inc., et al. , Case No. 5:19-cv-4310-LHK, were subsequently filed against the same defendants in the same court on July 12, 2019 and July 26, 2019, respectively. The suits have been consolidated under the name, In re Cloudera, Inc. Securities Litigation , Case No. 5:19-cv-3221-LHK. The court subsequently appointed lead plaintiffs and lead counsel, and a consolidated complaint was filed on February 14, 2020. On March 18, 2020, the court vacated its prior order appointing lead plaintiffs and lead counsel and reopened the lead plaintiff process. On July 27, 2020, the court appointed new lead plaintiffs and lead counsel. On September 22, 2020, lead plaintiffs filed a consolidated amended complaint. The consolidated amended complaint asserted claims against Cloudera and four individual defendants under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5, based on allegedly false and misleading statements between April 28, 2017 and June 5, 2019. The consolidated amended complaint also asserted claims against Cloudera, Intel Corporation, and fourteen current and former officers and directors under the Securities Act of 1933, on behalf of all persons who acquired Cloudera stock pursuant or traceable to the S-4 registration statement filed in connection with Cloudera’s January 2019 merger with Hortonworks, and alleged that the registration statement contained untrue statements of material fact and omitted material facts. On April 2, 2021, the Court denied a motion filed by two additional plaintiffs seeking permission to file an additional class action complaint alleging claims under the Securities Act of 1933. On May 25, 2021, the Court granted defendants’ motions to dismiss the consolidated amended complaint with leave to amend. On June 24, 2021, plaintiffs filed their consolidated second amended complaint, asserting the same claims against the same defendants as in their previous complaint. On August 5, 2021, defendants filed their motion to dismiss. A hearing on that motion is scheduled for December 9, 2021. On June 7, 2019, a purported class action complaint was filed in the Superior Court of California, County of Santa Clara, entitled Lazard v. Cloudera, Inc., et al ., Case No. 19CV348674. The complaint named as defendants Cloudera, thirteen individuals who are current or former directors or officers of Cloudera, and Intel Corporation. Two substantially similar suits, entitled Franchi v. Cloudera, Inc., et a l., Case No. 19CV348790, and Cannizzo v. Cloudera, Inc ., et al., Case No. 19CV348974, were subsequently filed in the same court on June 11, 2019 and June 14, 2019, respectively. The suits have been consolidated under the name In re Cloudera, Inc. Securities Litigation , Lead Case No. 19CV348674 and the consolidated amended complaint purports to assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 on behalf of all persons who acquired Cloudera stock pursuant or traceable to the S-4 registration statement filed in connection with Cloudera’s January 2019 merger with Hortonworks. The consolidated amended complaint alleges that the registration statement contained untrue statements of material fact and omitted material facts. Plaintiffs seek, among other things, an award of damages and attorneys’ fees and costs. On July 1, 2020, the court overruled Cloudera's demurrer to the consolidated amended complaint. On August 18, 2020, a purported shareholder class action captioned Stahl v. Cloudera, Inc., et al. , Case No. 20CV369480 was filed in the Superior Court of California, County of Santa Clara, and was subsequently consolidated into the lead case. On November 5, 2020, the court entered a stipulated order certifying a class consisting of all persons who acquired Cloudera common stock in exchange for Hortonworks securities pursuant to the registration statement and prospectus issued in connection with Cloudera’s January 2019 merger and acquisition of Hortonworks. A further case management conference is currently scheduled for October 13, 2021. Cloudera believes that the allegations in the lawsuits are without merit. On July 30, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Lee, et al. v. Cole, et al ., Case No. 1:19-cv-01422-LPS. The complaint names as defendants eleven individuals who are current or former directors or officers of Cloudera, names Cloudera as a nominal defendant, and purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, and alleged violation of Sections 10(b) and 20(a) of the Exchange Act. On September 5, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Slattery v. Reilly, et al., Case No. 1:19-cv-01662-LPS. The complaint names as defendants thirteen individuals who are current or former directors or officers of Cloudera, names Cloudera as a nominal defendant, and purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, and alleged violations of Section 10(b), 14 and 20(a) of the Exchange Act. On October 16, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Frentzel v. Bearden, et al ., Case No. 1:19-cv-01962-LPS. The complaint names as defendants thirteen individuals who are current or former directors or officers of Cloudera, and names Cloudera as a nominal defendant. The complaint purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, alleged violations of Section 14 of the Exchange Act, insider selling and misappropriation of information. All three derivative actions are based on allegations that are substantially similar to those in the class actions filed in the United States District Court for the Northern District of California, described above. All three derivative actions seek, among other things, an award of damages on behalf of Cloudera, corporate governance reforms and attorneys’ fees and costs. The Slattery and Frentzel actions additionally seek disgorgement on behalf of Cloudera. The suits have been consolidated under the name, In re Cloudera, Inc. Stockholder Derivative Litigation , Case No. 1:19-cv-01422-LPS. A consolidated amended complaint has not yet been filed and the case is currently stayed. On September 3, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the Northern District of California, entitled Chen v. Reilly, et al ., Case No. 5:19-cv-05536-LHK. That complaint names as defendants thirteen individuals who are current or former directors or officers of Cloudera, names Cloudera as a nominal defendant, and purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and alleged violation of Section 14(a) of the Exchange Act. On September 10, 2019, a purported shareholder derivative complaint that is substantially similar to the Chen action and is brought against the same defendants, was filed in the United States District Court for the Northern District of California, entitled Fu v. Reilly, et al ., Case No. 5:19-cv-05705-LHK. Both derivative actions are based on allegations that are substantially similar to those in the class actions filed in the United States District Court for the Northern District of California, described above. Both derivative actions seek, among other things, an award of damages on behalf of Cloudera, corporate governance reforms and attorneys’ fees and costs. The suits have been consolidated under the name, In re Cloudera, Inc. Derivative Litigation , Case No. 5:19-cv-05536-LHK. A consolidated amended complaint has not yet been filed, and the case is currently stayed. Between July 9, 2021, and August 11, 2021, twelve purported stockholders of Cloudera commenced actions in the United States District Courts for the Southern District of New York, Northern District of California, Eastern District of New York, District of Delaware, and Eastern District of Pennsylvania. The twelve actions are captioned Wang v. Cloudera, Inc., et al. , Case No. 1:21-cv-05924 (S.D.N.Y.), Whitfield v. Cloudera, Inc. , et al. , Case No. 1:21-cv-06041 (S.D.N.Y.), Muniz v. Cloudera, Inc., et al. , Case No. 1:21-cv-06026 (S.D.N.Y.), Bercovici v. Cloudera, Inc., et al. , Case No. 3:21-cv-05457 (N.D. Cal.), Raffo v. Cloudera, Inc., et al. , Case No. 1:21-cv-06126 (S.D.N.Y.), Kortis v. Cloudera, Inc., et al. , Case No. 1:21- cv-04064 (E.D.N.Y.), Morgan v. Cloudera, Inc., et al. , Case No. 1:21-cv-01137 (D. Del.), Palkon v. Cloudera, Inc., et al. , Case No. 5:21-cv-06040 (N.D. Cal.), Justice v. Cloudera, Inc., et al. , Case No. 2:21-cv-03498 (E.D. Pa.), Christopher v. Cloudera, Inc. et al. , Case No. 1:21-cv-06661 (S.D.N.Y.), Shumacher v. Cloudera, Inc., et al. , Case No. 1:21-cv-06708 (S.D.N.Y.), and Jones v. Cloudera, Inc., et al. , Case No. 5:21-cv-06177 (N.D. Cal.) . The complaints name Cloudera and the members of the Cloudera board of directors as defendants. The complaints assert claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the proposed acquisition of Cloudera by affiliates of CD&R and KKR made in the Preliminary Proxy Statement and Definitive Proxy Statement filed with SEC on July 7, 2021, and July 19, 2021, respectively. The complaints seek, among other relief, an injunction preventing the parties from consummating the proposed transaction, damages in the event the transaction is consummated, and an award of attorneys’ fees. Cloudera believes that no further disclosure was required to supplement the Definitive Proxy Statement under applicable laws. However, to minimize the expense and distraction of responding to such actions, Cloudera provided additional disclosures related to the proposed acquisition and transactions related thereto, which were filed with the SEC on August 18, 2021. Nothing in the supplemental disclosures should be deemed an admission of the legal necessity or materiality of any of the supplemental disclosures. On August 20 and August 24, 2021, two stockholders of Cloudera commenced actions in the Court of Chancery for the State of Delaware under Section 220 of the Delaware General Corporation Law. The two actions are captioned Local 464A United Food and Commercial Workers Union Pension Fund v. Cloudera, Inc. , C.A. No. 2021-0716 (Del. Ch.), and Teamsters Local 677 Health Services & Insurance Plan v. Cloudera, Inc. , C.A. No. 2021-0726 (Del. Ch.). The complaints name Cloudera as the defendant and seek to inspect certain of Cloudera’s books and records related to the proposed acquisition of Cloudera beyond the books and records Cloudera has already provided, or already agreed to provide, to the stockholders in response to written demands sent to Cloudera on July 3 0, 2021, and August 13, 2021. Each stockholder moved for expedited proceedings in connection with its complaint. As of August 31, 2021, the Court has not yet ruled on plaintiffs’ motions for expedited proceedings and schedules for further proceedings have not been entered. In the ordinary course of business, we are or may be involved in a variety of litigation matters, suits, investigations, and proceedings, including actions with respect to intellectual property claims, government investigations, labor and employment claims, breach of contract claims, tax, and other matters. Regardless of the outcome, these litigation matters can have an adverse impact on us because of defense costs, diversion of management resources, harm to reputation, and other factors. Future litigation may be necessary to defend ourselves, or our customers or partners on indemnity matters, by determining the scope, enforceability and validity of third-party proprietary rights or by establishing our proprietary rights. Further, the ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on us because of defense costs, potential negative publicity, diversion of management resources and other factors. While we are not aware of other pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on our business, consolidated financial position, results of operations or cash flows, our analysis of whether a claim may proceed to litigation cannot be predicted with certainty, nor can the results of litigation be predicted with certainty. Accordingly, there can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows in a particular period or subject us to an injunction that could seriously harm our business. We record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to our outstanding legal matters, our management believes that the amount or estimable range of possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of litigation is inherently uncertain. Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management’s expectations, our results of operations and financial condition including in a particular reporting period, could be materially adversely affected. Indemnification From time to time, we enter into certain types of contracts that contingently require us to indemnify various parties against claims from third parties. These contracts primarily relate to (i) certain real estate leases under which we may be required to indemnify property owners for environmental and other liabilities and other claims arising from our use of the applicable premises, (ii) our amended and restated bylaws, under which we must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship with us, (iii) contracts under which we must indemnify directors and certain officers for liabilities arising out of their relationship with us, (iv) contracts under which we may be required to indemnify customers or partners against certain claims, including claims from third parties asserting, among other things, infringement of their intellectual property rights, and (v) procurement, consulting, or license agreements under which we may be required to indemnify vendors, consultants or licensors for certain claims, including claims that may be brought against them arising from our acts or omissions with respect to the supplied products, technology or services. From time to time, we may receive indemnification claims under these contracts in the normal course of business. In addition, under these contracts we may have to modify the accused infringing intellectual property and/or refund amounts received. In the event that one or more of these matters were to result in a claim against us, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on our future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and certain officers. To date, we have not incurred any material costs, and have not accrued any material liabilities i n the condensed consolidated financial statements as a result of these provisions. |
Common Stock Repurchases
Common Stock Repurchases | 6 Months Ended |
Jul. 31, 2021 | |
Equity [Abstract] | |
Common Stock Repurchases | Common Stock Repurchases Our board of directors have authorized share repurchases of up to $600.0 million of our outstanding shares of common stock . For the three months ended July 31, 2021, we used $10.2 million to repurchase 0.8 million shares of common stock at an average repurchase price of $11.97 per share under the repurchase program. For the six months ended July 31, 2021, we used $29.1 million to repurchase 2.4 million shares of common stock at an average repurchase price of $12.18. For both three and six months ended July 31, 2020, we used $26.0 million to repurchase 3.9 million shares of common stock at an average repurchase price of $6.56 per share u nder the repurchase program. As of July 31, 2021, there was approximately $230.8 million of authorized funds remaining under the repurchase programs. Pursuant to the Merger Agreement discussed in Note 1 , our share purchase programs have been suspended since June 1, 2021. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jul. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We maintain two stock-based compensation plans: the 2017 Equity Incentive Plan (2017 Plan) and the 2008 Equity Incentive Plan (2008 Plan), collectively referred to as the Stock Plans. We do not expect to grant any additional awards under the 2008 Plan. Outstanding awards under the 2008 Plan continue to be subject to the terms and conditions of the 2008 Plan. The number of shares reserved for issuance under our 2017 Plan increases automatically on the first day of February of each calendar year during the term of the 2017 Plan by a number of shares of common stock equal to the lesser of (i) 5% of the total outstanding shares of our common stock as of the immediately preceding January 31 or (ii) a number of shares determined by our board of directors. On February 1, 2021, the number of shares reserved for issuance under the 2017 Plan increased automatically by 14,561,036 additional shares. As of July 31, 2021, there were 23,307,369 shares of common stock reserved and available for future issuance under the Stock Plans. On June 1, 2021, we entered into a definitive agreement to be acquired by affiliates of CD&R and KKR. See Note 1 for details of the merger and description of resulting changes to our equity award programs and the treatment of our outstanding equity awards upon the closing of the merger. Stock Options The following table summarizes stock option activity and related information under the Stock Plans: Options Outstanding Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Balance — January 31, 2021 3,383 $ 9.27 3.0 $ 21,982 Exercised (626) 6.49 — — Canceled (139) 17.06 — — Balance — July 31, 2021 2,618 $ 9.52 2.7 $ 17,642 Restricted Stock Units (RSUs) The following table summarizes RSUs activity and related information under the Stock Plans: RSUs Outstanding Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance — January 31, 2021 34,764 $ 11.91 Granted 8,345 15.78 Canceled (2,642) 12.28 Vested and converted to shares (8,935) 12.17 Balance — July 31, 2021 31,532 $ 12.83 The unamortized stock-based compensation expense for RSUs of $372.4 million as of July 31, 2021 will be recognized over the weighted average remaining vesting period of 2.2 years. Performance Restricted Stock Units (PRSUs) In February 2021, our Compensation Committee authorized the granting of PRSUs to certain executive officers under the 2017 Plan. The PRSUs will vest based on Cloudera's achievement of certain performance goals during the performance period commencing on February 1, 2021 and ending on January 31, 2024. Upon achievement of performance goals, up to 1/6th of the PRSUs shall vest each half fiscal year subject to the executive’s continued service to Cloudera on the last day of the applicable half fiscal year. The number of PRSUs that will ultimately vest and be converted into shares of common stock will depend on Cloudera’s: (i) EBITDA excluding stock-based compensation; and (ii) Revenue. During the six months ended July 31, 2021, 2.2 million shares of PRSUs were granted at a weighted average grant date fair value of $17.29 per share. All shares were outstanding at July 31, 2021. The unamortized stock-based compensation expense for PRSUs of $32.2 million as of July 31, 2021 will be recognized over the weighted av erage remaining vesting period of 1.5 years. Employee Stock Purchase Plan In March 2017, we adopted our 2017 Employee Stock Purchase Plan (ESPP). Each offering period consists of a six-month purchase period (commencing each June 21 and December 21). We initially reserved 3,000,000 shares of our common stock for issuance under our ESPP. The number of shares reserved for issuance under our ESPP increases automatically on February 1 of each of the first 10 calendar years following the first offering date by the number of shares equal to the lesser of (i) 1% of the total outstanding shares of our common stock as of the immediately preceding January 31 (rounded to the nearest whole share) or (ii) a number of shares of our common stock determined by our board of directors. On February 1, 2021, the number of shares reserved for issuance under the ESPP increased automatically by 2,912,207 a dditional shares. As of July 31, 2021, the total number shares available for grant under the ESPP was 6,547,157 shares. As part of the planned merger discussed in Note 1 , our ESPP was suspended after our latest offering period ended June 21, 2021. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our quarterly income taxes reflect an estimate of our corresponding year’s annual effective tax rate and include, when applicable, adjustments for discrete items. For the three months ended July 31, 2021 and 2020, our tax benefit was $3.2 million and tax provision was $1.9 million, respectively. For the six months ended July 31, 2021 and 2020, our tax benefit was $0.8 million and tax provision was $3.8 million, respectively. Our tax benefit for the three and six months ended July 31, 2021 was primarily related to a reduction in our valuation allowance from an increase in deferred tax liabilities associated with the acquired intangible assets from our acquisitions of Cazena, Inc. and Datacoral, Inc. and reduced by withholding and foreign income taxes. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Certain members of our board of directors currently serve on the board of directors or as an executive officer of certain companies that are our customers. The aggregate revenue we recognized from these customers was $1.2 million and $2.1 million for the three months ended July 31, 2021 and 2020, respectively, and $2.8 million and $4.0 million for the six months ended July 31, 2021 and 2020. There was $0.8 million and $2.2 million in accounts receivable due from these customers as of July 31, 2021 and January 31, 2021, respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jul. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The results of the reportable segments are derived directly from our management reporting system and are based on our methods of internal reporting which are not necessarily in conformity with GAAP. Our management measures the performance of each segment based on several metrics, including contribution margin, as defined below. Our management does not use asset information to assess performance and make decisions regarding allocation of resources. Therefore, depreciation and amortization expense is not allocated among segments. Contribution margin is used, in part, to evaluate the performance of, and allocate resources to, each of the segments. Segment contribution margin includes segment revenue less the related cost of sales excluding certain operating expenses that are not allocated to segments because they are separately managed at the consolidated corporate level. These unallocated costs include stock-based compensation expense, amortization of acquired intangible assets, impairment of real estate lease related assets, direct sales and marketing costs, research and development costs, corporate general and administrative costs, such as legal and accounting, interest income, interest expense, and other income and expense. Financial information for each reportable segment was as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Revenue: Subscription $ 213,300 $ 191,522 $ 413,956 $ 378,607 Services 22,757 22,814 46,384 46,189 Total revenue $ 236,057 $ 214,336 $ 460,340 $ 424,796 Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Contribution margin: Subscription $ 194,063 $ 170,357 $ 376,442 $ 335,877 Services 5,759 4,108 12,555 5,865 Total segment contribution margin $ 199,822 $ 174,465 $ 388,997 $ 341,742 The reconciliation of segment financial information to our loss from operations is as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Segment contribution margin $ 199,822 $ 174,465 $ 388,997 $ 341,742 Amortization of acquired intangible assets (18,783) (19,676) (36,434) (39,352) Stock-based compensation expense (58,549) (46,617) (117,173) (100,055) Corporate costs, such as research and development, corporate general and administrative and other (155,343) (144,706) (301,995) (294,676) Loss from operations $ (32,853) $ (36,534) $ (66,605) $ (92,341) Sales outside of the United States represented approximatel y 45% and 40% of our total revenue for the three months ended July 31, 2021 and 2020, respectively, and 44% and 40% for the six months ended July 31, 2021 and 2020, respectivel y. No in dividual foreign country represented more than 10% of revenue in any period presented. All revenues from external customers are attributed to individual countries on an end-customer basis, based on domicile of the purchasing entity, if known, or the location of the customer’s headquarters if the specific purchasing entity within the customer is unknown. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jul. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the calculation of basic and diluted net loss per share during the periods presented (in thousands, except per share data): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Numerator: Net loss $ (33,205) $ (35,997) $ (73,606) $ (94,011) Denominator: Weighted-average shares used in computing net loss, per share basic and diluted 294,330 300,103 293,447 297,724 Net loss per share, basic and diluted $ (0.11) $ (0.12) $ (0.25) $ (0.32) The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive (in thousands): As of July 31, 2021 2020 Stock options to purchase common stock 2,618 4,989 Restricted stock awards 33,768 30,835 Shares issuable pursuant to the ESPP — 777 Total 36,386 36,601 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 30, 2021, we announced that Jim Frankola will step down as Chief Financial Officer effective as of the closing of the transactions contemplated by the Agreement and Plan of Merger as disclosed in Note 1 or, if earlier, November 15, 2021. After stepping down as Chief Financial Officer, Mr. Frankola will remain employed with Cloudera as Strategic Advisor. Kevin Cook, Senior Vice President Finance, Corporate Development and Investor Relations, will succeed Mr. Frankola as Chief Financial Officer effective as of the closing of the Proposed Merger. On August 30, 2021, we also announced that Arun Murthy has resigned as Chief Product Officer, effective as August 30, 2021. Mr. Murthy entered into a Separation Agreement with Cloudera pursuant to which, in exchange for a release of claims, he is entitled to a one-time cash severance payment of $2,120,000, less withholding obligations. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States and the applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The condensed consolidated financial statements include the results of Cloudera, Inc. and its wholly owned subsidiaries, which are located in various countries, including the United States, Australia, China, India, Germany, Ireland, The Netherlands, Singapore, Hungary and the United Kingdom. All intercompany balances and transactions have been eliminated upon consolidation. The consolidated balance sheet as of January 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information contained herein reflects all adjustments necessary for a fair presentation of our results of operations, financial position, stockholders’ equity and cash flows. All such adjustments are of a normal, recurring nature. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of results to be expected for the full year ending January 31, 2022 or for any other interim periods or for any other future years. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2021, filed with the SEC on March 25, 2021. There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended January 31, |
Fiscal Year | Our fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include the useful lives of property and equipment and intangible assets, allowance for credit losses, stock-based compensation expense, bonus attainment, self-insurance costs incurred, the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations, the evaluation for impairment of goodwill, intangible assets and other long-lived assets including operating lease right-of-use assets, the estimated period of benefit for deferred contract costs, estimates related to revenue recognition, such as the assessment of elements in a multi-element arrangement and the value assigned to each element, contingencies, and the incremental borrowing rate used in discounting our lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates. |
Segments | We operate as two operating segments – subscription and services. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and assess performance. |
Concentration of Credit Risk and Significant Customers | Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and accounts receivable. Our cash is deposited with high credit quality financial institutions. At times, such deposits may be in excess of the Federal Depository Insurance Corporation insured limits. We have not experienced any losses on these deposits. Our trade receivables are recorded at the invoice amount, net of an allowance for credit losses, which is not material. The allowance for credit losses reflects our best estimate of probable losses inherent in the receivable portfolio determined based on various factors including historical experience, credit quality of the customer, current economic conditions and management’s expectations of future economic conditions. |
Recently Adopted Accounting Standards | We adopted the accounting standard updated (ASU) 2020-08 Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs |
Fair Value Measurement | We value our Level 1 assets using quoted prices in active markets for identical instruments. We value our Level 2 assets with the help of a third-party pricing service using quoted market prices for similar instruments, non-binding market prices that are corroborated by observable market data, or pricing models such as discounted cash flow techniques. We use such pricing data as the primary input, to which we have not made any material adjustments during the periods presented, to make our determination and assessments as to the ultimate valuation of these assets. Our foreign currency forward contract liabilities and assets are classified within Level 2 in the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, including currency spot and forward rates. The fair value of these contracts wer e not mater ial as of July 31, 2021 . We have no Level 1 or 3 liabilities and no Level 3 assets measured on a recurring basis. Assets Measured at Fair Value on a Nonrecurring Basis |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Contract Liabilities Balances and Significant Changes in Contract Assets and Liabilities Balances | Significant changes in our contract liabilities during the period ended July 31, 2021 are as follows (in thousands): Contract Liabilities January 31, 2021 $ 608,397 Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period (188,443) Increases due to invoicing prior to satisfaction of performance obligations 129,055 April 30, 2021 $ 549,009 Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period (200,148) Increases due to invoicing prior to satisfaction of performance obligations 171,753 July 31, 2021 $ 520,614 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Fair Values of Cash Equivalents | The following are the fair values of our cash equivalents and marketable securities as of July 31, 2021 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 43,237 $ — $ — $ 43,237 Marketable securities: U.S. agency obligations 46,984 24 (2) 47,006 Corporate notes and obligations 350,890 476 (97) 351,269 Commercial paper 47,062 11 — 47,073 Municipal securities 85,741 187 (131) 85,797 Certificates of deposit 95,503 37 (7) 95,533 U.S. treasury securities 31,982 13 — 31,995 Total cash equivalents and marketable securities $ 701,399 $ 748 $ (237) $ 701,910 The following are the fair values of our cash equivalents and marketable securities as of January 31, 2021 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 186,127 $ — $ — $ 186,127 Certificates of deposit 4,000 — — 4,000 Marketable securities: U.S. agency obligations 68,972 76 (4) 69,044 Asset-backed securities 2,901 2 — 2,903 Corporate notes and obligations 210,321 1,215 (72) 211,464 Commercial paper 48,212 19 (6) 48,225 Municipal securities 40,031 213 (5) 40,239 Certificates of deposit 60,749 53 — 60,802 U.S. treasury securities 38,291 34 — 38,325 Total cash equivalents and marketable securities $ 659,604 $ 1,612 $ (87) $ 661,129 |
Schedule of Fair Values of Marketable Securities | The following are the fair values of our cash equivalents and marketable securities as of July 31, 2021 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 43,237 $ — $ — $ 43,237 Marketable securities: U.S. agency obligations 46,984 24 (2) 47,006 Corporate notes and obligations 350,890 476 (97) 351,269 Commercial paper 47,062 11 — 47,073 Municipal securities 85,741 187 (131) 85,797 Certificates of deposit 95,503 37 (7) 95,533 U.S. treasury securities 31,982 13 — 31,995 Total cash equivalents and marketable securities $ 701,399 $ 748 $ (237) $ 701,910 The following are the fair values of our cash equivalents and marketable securities as of January 31, 2021 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 186,127 $ — $ — $ 186,127 Certificates of deposit 4,000 — — 4,000 Marketable securities: U.S. agency obligations 68,972 76 (4) 69,044 Asset-backed securities 2,901 2 — 2,903 Corporate notes and obligations 210,321 1,215 (72) 211,464 Commercial paper 48,212 19 (6) 48,225 Municipal securities 40,031 213 (5) 40,239 Certificates of deposit 60,749 53 — 60,802 U.S. treasury securities 38,291 34 — 38,325 Total cash equivalents and marketable securities $ 659,604 $ 1,612 $ (87) $ 661,129 |
Schedule of Contractual Maturities of Investments in Available-for-Sale Securities | The contractual maturities of investments in available-for-sale securities were as follows (in thousands): July 31, 2021 January 31, 2021 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due within one year $ 346,010 $ 346,226 $ 487,201 $ 487,848 Due after one year through five years 355,389 355,684 172,403 173,281 Total cash equivalents and marketable securities $ 701,399 $ 701,910 $ 659,604 $ 661,129 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The following table represents our financial assets and liabilities according to the fair value hierarchy, measured at fair value as of July 31, 2021 (in thousands): Level 1 Level 2 Total Financial assets Money market funds $ 43,237 $ — $ 43,237 U.S. agency obligations — 47,006 47,006 Corporate notes and obligations — 351,269 351,269 Commercial paper — 47,073 47,073 Municipal securities — 85,797 85,797 Certificates of deposit — 95,533 95,533 U.S. treasury securities — 31,995 31,995 Total financial assets $ 43,237 $ 658,673 $ 701,910 The following table represents our financial assets according to the fair value hierarchy, measured at fair value as of January 31, 2021 (in thousands): Level 1 Level 2 Total Financial assets Money market funds $ 186,127 $ — $ 186,127 U.S. agency obligations — 69,044 69,044 Asset-backed securities — 2,903 2,903 Corporate notes and obligations — 211,464 211,464 Commercial paper — 48,225 48,225 Municipal securities — 40,239 40,239 Certificates of deposit — 64,802 64,802 U.S. treasury securities — 38,325 38,325 Total financial assets $ 186,127 $ 475,002 $ 661,129 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table represents the changes to goodwill (in thousands): Balance at January 31, 2021 $ 599,291 Acquisitions 21,433 Balance at July 31, 2021 $ 620,724 |
Schedule of Intangible Assets | Intangible assets consisted of the following as of July 31, 2021 (in thousands): Gross Fair Accumulated Net Book Weighted Average Developed technology $ 51,615 $ (7,740) $ 43,875 4.7 Customer relationships and other acquired intangible assets 665,946 (171,826) 494,120 7.4 Total $ 717,561 $ (179,566) $ 537,995 7.2 Intangible assets consisted of the following as of January 31, 2021 (in thousands): Gross Fair Accumulated Net Book Weighted Average Developed technology $ 22,770 $ (14,814) $ 7,956 3.3 Customer relationships and other acquired intangible assets 671,947 (147,273) 524,674 7.9 Unbilled contracts 18,300 (18,300) — — Total $ 713,017 $ (180,387) $ 532,630 7.8 |
Finite-lived Intangible Assets Amortization Expense | The expected future amortization expense of these intangible assets as of July 31, 2021 is as follows (in thousands): Remaining six months of fiscal 2022 $ 39,245 fiscal 2023 76,387 fiscal 2024 75,876 fiscal 2025 75,786 fiscal 2026 74,927 fiscal 2027 and thereafter 195,774 Total amortization expense $ 537,995 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cost and Accumulated Depreciation and Amortization of Property and Equipment | The cost and accumulated depreciation of property and equipment are as follows (in thousands): As of July 31, 2021 January 31, 2021 Computer equipment and software $ 25,905 $ 24,974 Office furniture and equipment 13,143 13,352 Leasehold improvements 19,557 24,719 Property and equipment, gross 58,605 63,045 Less: accumulated depreciation (42,680) (44,980) Property and equipment, net $ 15,925 $ 18,065 |
Schedule of Accrued Compensation and Other Accrued Liabilities | Accrued compensation consists of the following (in thousands): As of July 31, January 31, Accrued salaries, benefits and commissions $ 22,621 $ 22,538 Accrued bonuses 16,723 14,956 Accrued compensation-related taxes 13,182 10,834 Employee stock purchase plan (ESPP) withholdings (1) — 2,634 Other (2) 3,937 5,681 Total accrued compensation $ 56,463 $ 56,643 (1) As part of the planned merger discussed in Note 1 , our ESPP was suspended after our latest offering period ended June 21, 2021. (2) Other consists primarily of amounts owed for employment -related benefits. Other Accrued Liabilities Other accrued liabilities consist of the following (in thousands): As of July 31, January 31, Accrued professional costs $ 6,131 $ 3,790 Current portion of debt 3,616 3,610 Accrued taxes 3,262 5,596 Accrued self-insurance costs 4,041 4,720 Acquisition related holdback and retention payments (1) 3,492 3,368 Other (2) 9,789 9,112 Total other accrued liabilities $ 30,331 $ 30,196 (1) Business combination related payments held by Cloudera for indemnification and retention purposes. (2) Other relates primarily to am ounts owed to third-party vendors that provide marketing, cloud-computing services, and travel related services. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of July 31, 2021, the expected future principal payments under the Term Loan are due as follows (in thousands): Remaining six months of fiscal 2022 $ 2,500 2023 5,000 2024 5,000 2025 5,000 2026 5,000 2027 and thereafter 475,000 Total $ 497,500 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | Components of lease expense are summarized as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Operating lease cost $ 10,314 $ 11,391 $ 21,365 $ 22,692 Short-term lease cost 386 480 713 959 Sublease income (3,478) (3,605) (7,057) (7,527) Net lease cost $ 7,222 $ 8,266 $ 15,021 $ 16,124 Lease term and discount rate information are summarized as follows: As of July 31, January 31, Weighted Average Remaining Lease Term (years) 5.7 6.1 Weighted Average Discount Rate 6.0 % 5.9 % |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities as of July 31, 2021 are as follows (in thousands): Minimum Lease Payments, Gross Remaining six months of fiscal 2022 $ 13,363 fiscal 2023 38,830 fiscal 2024 38,304 fiscal 2025 36,853 fiscal 2026 32,890 fiscal 2027 and thereafter 52,754 Total lease payments $ 212,994 Less imputed interest (34,396) Present value of lease liabilities $ 178,598 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity and related information under the Stock Plans: Options Outstanding Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Balance — January 31, 2021 3,383 $ 9.27 3.0 $ 21,982 Exercised (626) 6.49 — — Canceled (139) 17.06 — — Balance — July 31, 2021 2,618 $ 9.52 2.7 $ 17,642 |
Schedule of Restricted Stock Activity | The following table summarizes RSUs activity and related information under the Stock Plans: RSUs Outstanding Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance — January 31, 2021 34,764 $ 11.91 Granted 8,345 15.78 Canceled (2,642) 12.28 Vested and converted to shares (8,935) 12.17 Balance — July 31, 2021 31,532 $ 12.83 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information by Reportable Segment | Financial information for each reportable segment was as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Revenue: Subscription $ 213,300 $ 191,522 $ 413,956 $ 378,607 Services 22,757 22,814 46,384 46,189 Total revenue $ 236,057 $ 214,336 $ 460,340 $ 424,796 Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Contribution margin: Subscription $ 194,063 $ 170,357 $ 376,442 $ 335,877 Services 5,759 4,108 12,555 5,865 Total segment contribution margin $ 199,822 $ 174,465 $ 388,997 $ 341,742 |
Reconciliation of Segment Financial Information to Loss from Operations | The reconciliation of segment financial information to our loss from operations is as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Segment contribution margin $ 199,822 $ 174,465 $ 388,997 $ 341,742 Amortization of acquired intangible assets (18,783) (19,676) (36,434) (39,352) Stock-based compensation expense (58,549) (46,617) (117,173) (100,055) Corporate costs, such as research and development, corporate general and administrative and other (155,343) (144,706) (301,995) (294,676) Loss from operations $ (32,853) $ (36,534) $ (66,605) $ (92,341) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of the Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the calculation of basic and diluted net loss per share during the periods presented (in thousands, except per share data): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Numerator: Net loss $ (33,205) $ (35,997) $ (73,606) $ (94,011) Denominator: Weighted-average shares used in computing net loss, per share basic and diluted 294,330 300,103 293,447 297,724 Net loss per share, basic and diluted $ (0.11) $ (0.12) $ (0.25) $ (0.32) |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive (in thousands): As of July 31, 2021 2020 Stock options to purchase common stock 2,618 4,989 Restricted stock awards 33,768 30,835 Shares issuable pursuant to the ESPP — 777 Total 36,386 36,601 |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021USD ($)customer$ / shares | Dec. 31, 2021USD ($)$ / shares | Jul. 31, 2021USD ($)customersegment$ / shares | Jun. 01, 2021$ / shares | Jan. 31, 2021customer$ / shares | |
Business Acquisition [Line Items] | |||||
Common stock par value (in dollars per share) | $ / shares | $ 0.00005 | $ 0.00005 | $ 0.00005 | $ 0.00005 | |
Number of operating segments | segment | 2 | ||||
Number of customers with 10% accounts receivable balance | customer | 1 | 1 | 1 | ||
Cloudera, Inc. merger with Project Sky Merger Sub Inc. | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Acquisition Related Costs | $ 4.5 | $ 4.5 | |||
Sky Parent Inc. | Cloudera, Inc. merger with Project Sky Merger Sub Inc. | Forecast | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, share price (in dollars per share) | $ / shares | $ 16 | ||||
Business combination, consideration transferred | $ 5,300 | ||||
Business combination, termination fee two | $ 171.7 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Significant Changes in Contract Assets and Liabilities Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 31, 2021 | Apr. 30, 2021 | |
Contract Liabilities | ||
Balance at beginning of period | $ 549,009 | $ 608,397 |
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period | (200,148) | (188,443) |
Increases due to invoicing prior to satisfaction of performance obligations | 171,753 | 129,055 |
Balance at end of period | $ 520,614 | $ 549,009 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Millions | Jul. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 865.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-08-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 617.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 247.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition period |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, asset, net, current | $ 2.7 | $ 5 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Jun. 30, 2021 | Jul. 31, 2021 | Jan. 31, 2021 | |
Business Acquisition [Line Items] | |||
Intangible assets, net | $ 537,995 | $ 532,630 | |
Goodwill | $ 620,724 | $ 599,291 | |
Minimum | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, estimated remaining useful life | 4 years | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, estimated remaining useful life | 5 years | ||
Cazena, Inc. And Datacoral, Inc. | |||
Business Acquisition [Line Items] | |||
Cash consideration paid | $ 57,800 | ||
Intangible assets, net | 41,800 | ||
Goodwill | $ 21,400 | ||
Cazena Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of outstanding shares acquired | 100.00% | ||
Datacoral Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of outstanding shares acquired | 100.00% |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Schedule of Fair Values of Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Marketable securities: | ||
Unrealized Gains | $ 748 | $ 1,612 |
Unrealized Losses | (237) | (87) |
Total cash equivalents and marketable securities, amortized cost | 701,399 | 659,604 |
Total cash equivalents and marketable securities, estimated fair value | 701,910 | 661,129 |
U.S. agency obligations | ||
Marketable securities: | ||
Amortized Cost | 46,984 | 68,972 |
Unrealized Gains | 24 | 76 |
Unrealized Losses | (2) | (4) |
Estimated Fair Value | 47,006 | 69,044 |
Asset-backed securities | ||
Marketable securities: | ||
Amortized Cost | 2,901 | |
Unrealized Gains | 2 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 2,903 | |
Corporate notes and obligations | ||
Marketable securities: | ||
Amortized Cost | 350,890 | 210,321 |
Unrealized Gains | 476 | 1,215 |
Unrealized Losses | (97) | (72) |
Estimated Fair Value | 351,269 | 211,464 |
Commercial paper | ||
Marketable securities: | ||
Amortized Cost | 47,062 | 48,212 |
Unrealized Gains | 11 | 19 |
Unrealized Losses | 0 | (6) |
Estimated Fair Value | 47,073 | 48,225 |
Municipal securities | ||
Marketable securities: | ||
Amortized Cost | 85,741 | 40,031 |
Unrealized Gains | 187 | 213 |
Unrealized Losses | (131) | (5) |
Estimated Fair Value | 85,797 | 40,239 |
Certificates of deposit | ||
Marketable securities: | ||
Amortized Cost | 95,503 | 60,749 |
Unrealized Gains | 37 | 53 |
Unrealized Losses | (7) | 0 |
Estimated Fair Value | 95,533 | 60,802 |
U.S. treasury securities | ||
Marketable securities: | ||
Amortized Cost | 31,982 | 38,291 |
Unrealized Gains | 13 | 34 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 31,995 | 38,325 |
Money market funds | ||
Cash equivalents: | ||
Amortized Cost | 43,237 | 186,127 |
Estimated Fair Value | $ 43,237 | 186,127 |
Certificates of deposit | ||
Cash equivalents: | ||
Amortized Cost | 4,000 | |
Estimated Fair Value | $ 4,000 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Schedule of Contractual Maturities of Investments in Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Amortized Cost | ||
Due within one year | $ 346,010 | $ 487,201 |
Due after one year through five years | 355,389 | 172,403 |
Total cash equivalents and marketable securities | 701,399 | 659,604 |
Estimated Fair Value | ||
Due within one year | 346,226 | 487,848 |
Due after one year through five years | 355,684 | 173,281 |
Total cash equivalents and marketable securities | $ 701,910 | $ 661,129 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets According to Fair Value Hierarchy, Measured at Fair Value (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 701,910 | $ 661,129 |
U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 47,006 | 69,044 |
U.S. agency obligations | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 47,006 | 69,044 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,903 | |
Asset-backed securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,903 | |
Corporate notes and obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 351,269 | 211,464 |
Corporate notes and obligations | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 351,269 | 211,464 |
Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 47,073 | 48,225 |
Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 85,797 | 40,239 |
Municipal securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 85,797 | 40,239 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 95,533 | 60,802 |
Certificates of deposit | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 95,533 | 64,802 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 31,995 | 38,325 |
U.S. treasury securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 31,995 | 38,325 |
Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 43,237 | 186,127 |
Level 1 | U.S. agency obligations | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Asset-backed securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Level 1 | Corporate notes and obligations | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Municipal securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Certificates of deposit | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | U.S. treasury securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 658,673 | 475,002 |
Level 2 | U.S. agency obligations | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 47,006 | 69,044 |
Level 2 | Asset-backed securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,903 | |
Level 2 | Corporate notes and obligations | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 351,269 | 211,464 |
Level 2 | Commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 47,073 | 48,225 |
Level 2 | Municipal securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 85,797 | 40,239 |
Level 2 | Certificates of deposit | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 95,533 | 64,802 |
Level 2 | U.S. treasury securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 31,995 | 38,325 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 43,237 | 186,127 |
Money market funds | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 43,237 | 186,127 |
Money market funds | Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 43,237 | 186,127 |
Money market funds | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 599,291 |
Acquisitions | 21,433 |
Ending balance | $ 620,724 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense of intangible assets | $ 18.8 | $ 19.7 | $ 36.4 | $ 39.4 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Fair Value | $ 717,561 | $ 713,017 |
Accumulated Amortization | (179,566) | (180,387) |
Net Book Value | $ 537,995 | $ 532,630 |
Weighted Average Remaining Useful Life (in years) | 7 years 2 months 12 days | 7 years 9 months 18 days |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Fair Value | $ 51,615 | $ 22,770 |
Accumulated Amortization | (7,740) | (14,814) |
Net Book Value | $ 43,875 | $ 7,956 |
Weighted Average Remaining Useful Life (in years) | 4 years 8 months 12 days | 3 years 3 months 18 days |
Customer relationships and other acquired intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Fair Value | $ 665,946 | $ 671,947 |
Accumulated Amortization | (171,826) | (147,273) |
Net Book Value | $ 494,120 | $ 524,674 |
Weighted Average Remaining Useful Life (in years) | 7 years 4 months 24 days | 7 years 10 months 24 days |
Unbilled contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Fair Value | $ 18,300 | |
Accumulated Amortization | (18,300) | |
Net Book Value | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining six months of fiscal 2022 | $ 39,245 | |
fiscal 2023 | 76,387 | |
fiscal 2024 | 75,876 | |
fiscal 2025 | 75,786 | |
fiscal 2026 | 74,927 | |
fiscal 2027 and thereafter | 195,774 | |
Net Book Value | $ 537,995 | $ 532,630 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2021 | Jan. 31, 2021 | |
Other Income (Expense) | |||
Derivative [Line Items] | |||
Derivative instruments not designated as hedging instruments, loss | $ 0.5 | $ 1 | |
Foreign currency derivative contracts | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 32.1 | $ 18.7 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Cost and Accumulated Depreciation and Amortization of Property and Equipment (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 58,605 | $ 63,045 |
Less: accumulated depreciation | (42,680) | (44,980) |
Property and equipment, net | 15,925 | 18,065 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 25,905 | 24,974 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,143 | 13,352 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 19,557 | $ 24,719 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation expense | $ 1.8 | $ 2.7 | $ 3.8 | $ 5.6 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Compensation and Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 31, 2021 |
Accrued Compensation | ||
Accrued salaries, benefits and commissions | $ 22,621 | $ 22,538 |
Accrued bonuses | 16,723 | 14,956 |
Accrued compensation-related taxes | 13,182 | 10,834 |
Employee stock purchase plan (ESPP) withholdings(1) | 0 | 2,634 |
Other | 3,937 | 5,681 |
Total accrued compensation | 56,463 | 56,643 |
Other Accrued Liabilities | ||
Accrued professional costs | 6,131 | 3,790 |
Current portion of debt | 3,616 | 3,610 |
Accrued taxes | 3,262 | 5,596 |
Accrued self-insurance costs | 4,041 | 4,720 |
Acquisition related holdback payment | 3,492 | 3,368 |
Other | 9,789 | 9,112 |
Other accrued liabilities | $ 30,331 | $ 30,196 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Dec. 22, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Jan. 31, 2021 |
Debt Instrument [Line Items] | ||||
Current portion of debt | $ 3,616,000 | $ 3,616,000 | $ 3,610,000 | |
Long-term debt, excluding current maturities | $ 485,273,000 | $ 485,273,000 | $ 487,089,000 | |
Secured Debt | Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, term | 7 years | |||
Debt instrument, face amount | $ 500,000,000 | |||
Debt instrument, annual principal payment, percentage | 1.00% | |||
Debt instrument, interest rate, effective percentage | 3.25% | 3.25% | ||
Interest expense, debt | $ 4,100,000 | $ 8,200,000 | ||
Debt instrument, unamortized discount (premium) and debt issuance costs, net | $ 9,500,000 | |||
Long-term debt | 488,900,000 | 488,900,000 | ||
Current portion of debt | 3,600,000 | 3,600,000 | ||
Long-term debt, excluding current maturities | $ 485,300,000 | $ 485,300,000 | ||
Secured Debt | Term Loan B | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.25% | |||
Secured Debt | Term Loan B | Eurodollar | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.50% | |||
Secured Debt | Term Loan B | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.50% |
Debt - Expected Future Principa
Debt - Expected Future Principal Payments (Details) $ in Thousands | Jul. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remaining six months of fiscal 2022 | $ 2,500 |
2023 | 5,000 |
2024 | 5,000 |
2025 | 5,000 |
2026 | 5,000 |
2027 and thereafter | 475,000 |
Total | $ 497,500 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Leases [Abstract] | ||||
Non-cash lease expense | $ 10,314 | $ 11,391 | $ 21,365 | $ 22,692 |
Short-term lease cost | 386 | 480 | 713 | 959 |
Sublease income | (3,478) | (3,605) | (7,057) | (7,527) |
Net lease cost | $ 7,222 | $ 8,266 | $ 15,021 | $ 16,124 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate Information (Details) | Jul. 31, 2021 | Jan. 31, 2021 |
Leases [Abstract] | ||
Weighted Average Remaining Lease Term (years) | 5 years 8 months 12 days | 6 years 1 month 6 days |
Weighted Average Discount Rate | 6.00% | 5.90% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Jul. 31, 2021USD ($) |
Operating Leases, After Adoption of 842 | |
Remaining six months of fiscal 2022 | $ 13,363 |
fiscal 2023 | 38,830 |
fiscal 2024 | 38,304 |
fiscal 2025 | 36,853 |
fiscal 2026 | 32,890 |
fiscal 2027 and thereafter | 52,754 |
Total lease payments | 212,994 |
Less imputed interest | (34,396) |
Present value of lease liabilities | $ 178,598 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Jul. 31, 2021USD ($) |
Leases [Abstract] | |
Sublease rental proceeds, remainder of fiscal year | $ 5.8 |
Sublease rental proceeds, thereafter | $ 28.6 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Aug. 24, 2021stockholder | Apr. 02, 2021plantiff | Sep. 22, 2020defendantdirectorOrOfficer | Aug. 11, 2021stockholder | Jul. 31, 2021USD ($) | Jan. 31, 2021USD ($) | Oct. 16, 2019derivativeActiondirectorOrOfficer | Sep. 05, 2019directorOrOfficer | Sep. 03, 2019directorOrOfficer | Jul. 30, 2019directorOrOfficer | Jun. 07, 2019directorOrOfficer |
Loss Contingencies [Line Items] | |||||||||||
Letters of credit | $ | $ 19 | $ 19.4 | |||||||||
Loss contingency, number of derivative actions | derivativeAction | 3 | ||||||||||
Subsequent Event | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, number of purported stockholders | stockholder | 2 | 12 | |||||||||
In re Cloudera, Inc. Securities Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, number of defendants | defendant | 4 | ||||||||||
Loss contingency, number of directors or officers | 14 | ||||||||||
Loss contingency, number of plaintiffs | plantiff | 2 | ||||||||||
Lazard v. Cloudera, Inc | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, number of directors or officers | 13 | ||||||||||
Lee, et al. v. Cole, et al. | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, number of directors or officers | 11 | ||||||||||
Slattery v. Reilly, et al. | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, number of directors or officers | 13 | ||||||||||
Frentzel v. Bearden, et al. | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, number of directors or officers | 13 | ||||||||||
Chen v. Reilly, et al. | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, number of directors or officers | 13 |
Common Stock Repurchases - Narr
Common Stock Repurchases - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Equity [Abstract] | ||||
Stock repurchase program, authorized amount | $ 600,000,000 | $ 600,000,000 | ||
Repurchase of common stock, including transaction fees | $ 10,200,000 | $ 26,000,000 | $ 29,100,000 | $ 26,000,000 |
Treasury stock, shares, acquired (in shares) | 0.8 | 3.9 | 2.4 | 3.9 |
Treasury stock acquired, average cost per share (in usd per share) | $ 11.97 | $ 6.56 | $ 12.18 | $ 6.56 |
Stock repurchase program, remaining authorized repurchase amount | $ 230,800,000 | $ 230,800,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | Feb. 01, 2021shares | Feb. 28, 2021 | Mar. 31, 2017annualShareIncreaseshares | Jul. 31, 2021USD ($)plan$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of plans | plan | 2 | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized stock-based compensation expense RSUs | $ | $ 372.4 | |||
Average remaining vesting period | 2 years 2 months 12 days | |||
Granted (in shares) | 8,345,000 | |||
Granted (in dollars per share) | $ / shares | $ 15.78 | |||
Performance Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized stock-based compensation expense RSUs | $ | $ 32.2 | |||
Average remaining vesting period | 1 year 6 months | |||
Granted (in shares) | 2,200,000 | |||
Granted (in dollars per share) | $ / shares | $ 17.29 | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting percentage | 16.67% | |||
Equity Incentive Plan 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restriction on increase to shares outstanding percentage | 5.00% | |||
Increase in shares reserved for grant (in shares) | 14,561,036 | |||
Reserved for issuance under plans (in shares) | 23,307,369 | |||
Employee Stock Purchase Plan 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restriction on increase to shares outstanding percentage | 1.00% | |||
Increase in shares reserved for grant (in shares) | 2,912,207 | |||
Reserved for issuance under plans (in shares) | 3,000,000 | |||
Purchase period, employee stock purchase plan | 6 months | |||
Number of annual automatic share increases | annualShareIncrease | 10 | |||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 6,547,157 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
Number of Shares (in thousands) | ||
Balance at beginning of period (in shares) | 3,383,000 | |
Exercised (in shares) | (626,000) | |
Canceled (in shares) | (139,000) | |
Balance at end of period (in shares) | 2,618,000 | 3,383,000 |
Weighted-Average Exercise Price | ||
Balance at beginning of period (in dollars per share) | $ 9.27 | |
Exercised (in dollars per share) | 6.49 | |
Canceled (in dollars per share) | 17.06 | |
Balance at end of period (in dollars per share) | $ 9.52 | $ 9.27 |
Additional Information | ||
Weighted-Average Remaining Contractual Term (Years) | 2 years 8 months 12 days | 3 years |
Aggregate Intrinsic Value (in thousands) | $ 17,642 | $ 21,982 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jul. 31, 2021$ / sharesshares | |
Number of Shares (in thousands) | |
Balance at beginning of period (in shares) | shares | 34,764,000 |
Granted (in shares) | shares | 8,345,000 |
Canceled (in shares) | shares | (2,642,000) |
Vested and converted to shares (in shares) | shares | (8,935,000) |
Balance at end of period (in shares) | shares | 31,532,000 |
Weighted-Average Grant Date Fair Value Per Share | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 11.91 |
Granted (in dollars per share) | $ / shares | 15.78 |
Canceled (in dollars per share) | $ / shares | 12.28 |
Vested and converted to shares (in dollars per share) | $ / shares | 12.17 |
Balance at end of period (in dollars per share) | $ / shares | $ 12.83 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Tax provision (benefit) | $ (3,243) | $ 1,887 | $ (777) | $ 3,838 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |||||
Revenue from related party | $ 1.2 | $ 2.1 | $ 2.8 | $ 4 | |
Accounts receivable related party | $ 0.8 | $ 0.8 | $ 2.2 |
Segment Information - Schedule
Segment Information - Schedule of Financial Information by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 236,057 | $ 214,336 | $ 460,340 | $ 424,796 |
Total segment contribution margin | 199,822 | 174,465 | 388,997 | 341,742 |
Subscription | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 213,300 | 191,522 | 413,956 | 378,607 |
Total segment contribution margin | 194,063 | 170,357 | 376,442 | 335,877 |
Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 22,757 | 22,814 | 46,384 | 46,189 |
Total segment contribution margin | $ 5,759 | $ 4,108 | $ 12,555 | $ 5,865 |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Financial Information to Loss from Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | ||
Segment Reporting Information [Line Items] | |||||
Segment contribution margin | $ 199,822 | $ 174,465 | $ 388,997 | $ 341,742 | |
Amortization of acquired intangible assets | (18,800) | (19,700) | (36,400) | (39,400) | |
Corporate costs, such as research and development, corporate general and administrative and other | [1],[2] | (223,937) | (201,231) | (438,854) | (413,257) |
Loss from operations | (32,853) | (36,534) | (66,605) | (92,341) | |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Segment contribution margin | 199,822 | 174,465 | 388,997 | 341,742 | |
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Amortization of acquired intangible assets | (18,783) | (19,676) | (36,434) | (39,352) | |
Stock-based compensation expense | (58,549) | (46,617) | (117,173) | (100,055) | |
Corporate costs, such as research and development, corporate general and administrative and other | $ (155,343) | $ (144,706) | $ (301,995) | $ (294,676) | |
[1] | Amounts include stock-based compensation expense as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Cost of revenue – subscription $ 4,162 $ 3,684 $ 8,454 $ 7,676 Cost of revenue – services 2,518 3,004 5,213 6,991 Research and development 22,506 17,057 43,767 36,881 Sales and marketing 16,024 14,031 31,879 29,854 General and administrative 13,339 8,841 27,860 18,653 | ||||
[2] | Amounts include amortization of acquired intangible assets as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Cost of revenue – subscription $ 2,058 $ 3,080 $ 3,081 $ 6,159 Sales and marketing 16,725 16,596 33,353 33,193 |
Segment Information - Narrative
Segment Information - Narrative (Details) - Non-US - Geographic Concentration | Jul. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 |
Revenue from Contract with Customer Benchmark | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 45.00% | 40.00% | 44.00% | 40.00% | ||
Property, Plant and Equipment | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 29.00% | 31.00% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of the Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Numerator: | ||||
Net loss | $ (33,205) | $ (35,997) | $ (73,606) | $ (94,011) |
Denominator: | ||||
Weighted-average shares used in computing net loss, per share basic ( in shares) | 294,330 | 300,103 | 293,447 | 297,724 |
Weighted-average shares used in computing net loss, per share diluted (in shares) | 294,330 | 300,103 | 293,447 | 297,724 |
Net loss per share, basic (in usd per share) | $ (0.11) | $ (0.12) | $ (0.25) | $ (0.32) |
Net loss per share, diluted (in usd per share) | $ (0.11) | $ (0.12) | $ (0.25) | $ (0.32) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 36,386 | 36,601 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,618 | 4,989 |
Restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 33,768 | 30,835 |
Shares issuable pursuant to the ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 777 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Aug. 30, 2021USD ($) |
Subsequent Event | Chief Product Officer | |
Subsequent Event [Line Items] | |
Severance payment | $ 2,120 |