☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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86-1106510
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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SPLK
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The NASDAQ Global Select Market
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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Page No.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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our future financial and operating results; including trends in and expectations regarding revenues, deferred revenue, billings, gross margins, operating income and the proportion of transactions that will be recognized ratably;
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•
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market opportunity;
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•
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expected benefits to customers and potential customers of our offerings and our user-driven ecosystem;
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•
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investment strategy, business strategy and growth strategy, including our business model transition and the use of acquisitions to expand our business;
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•
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our sales and marketing strategy, including our international sales and channel partner strategy;
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•
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management’s plans, beliefs and objectives for future operations;
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•
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our ability to provide compelling, uninterrupted and secure cloud services to our customers;
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•
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expectations about competition;
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•
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economic and industry trends or trend analysis;
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•
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expectations about the benefits of acquisitions;
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•
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expectations about seasonality;
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•
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revenue mix;
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•
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expected impact of changes in accounting rules or standards;
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•
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use of non-GAAP financial measures;
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•
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operating expenses, including changes in research and development, sales and marketing, facilities and general and administrative expenses;
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•
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sufficiency of cash to meet cash needs for at least the next 12 months;
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•
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exposure to interest rate changes;
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•
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inflation;
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•
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anticipated income tax rates, tax estimates and tax standards;
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•
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capital expenditures, cash flows and liquidity; and
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•
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the impact of natural disasters and actual or threatened public health emergencies, such as COVID-19.
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Item 1. Business
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•
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large cloud service providers, as well as small, specialized vendors, that provide complementary or competitive solutions in enterprise data analytics, security offerings, log aggregation and management, data warehousing, orchestration, automation, incident response and big data technologies that may compete with our offerings;
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•
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IT departments of potential customers which have undertaken custom software development efforts to analyze and manage their data;
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•
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companies targeting the big data market by commercializing open source software, such as Elastic;
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•
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security, systems management and other IT vendors, including BMC Software, IBM, Intel, Micro Focus, Microsoft and VMware;
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•
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business intelligence vendors, analytics and visualization vendors, including IBM and Oracle;
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•
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cloud monitoring and APM vendors, including Cisco AppDynamics, Datadog and New Relic; and
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•
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public cloud providers, including Amazon (Amazon Web Service), Google (Google Cloud Platform) and Microsoft (Microsoft Azure).
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Item 1A. Risk Factors
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•
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the impact of our business model transition on our revenue mix, which may impact our revenue, deferred revenue, cash collections, billings, remaining performance obligations, gross margins and operating income;
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•
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the timing of our sales during the quarter, particularly because a large portion of our sales occur toward the end of the quarter, or the loss or delay of a few large transactions;
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•
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the mix of revenues attributable to larger transactions as opposed to smaller transactions and the impact that a few large transactions or a change in mix may have on our overall financial results as well as the overall average selling price (“ASP”) of our offerings;
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•
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the renewal and usage rates of our customers;
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•
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changes in the competitive dynamics of our market;
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•
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changes in customers’ budgets and in the timing of their purchasing decisions;
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•
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changes in our pricing models and practices or those of our competitors;
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•
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changes to our invoicing practices;
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•
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customers delaying purchasing decisions in anticipation of new offerings or software enhancements by us or our competitors;
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•
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customer acceptance of and willingness to pay for new versions of our offerings or new solutions for specific product and end markets;
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•
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our ability to successfully introduce and monetize new offerings and licensing and service models for our new offerings;
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•
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network outages or actual or perceived security breaches or incidents;
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•
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the availability and performance of our cloud services, including Splunk Cloud;
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•
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our ability to control costs, including our operating expenses;
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•
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changes in laws and regulations that impact our business;
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•
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general economic and political conditions and uncertainty, both domestically and internationally, as well as economic and political conditions and uncertainty specifically affecting industries in which our customers participate;
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•
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the amount and timing of our stock-based compensation expenses;
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•
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changes in accounting standards, particularly those related to revenue recognition and sales commissions;
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•
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use of estimates, judgments and assumptions under current accounting standards;
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•
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the timing of satisfying revenue recognition criteria;
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•
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our ability to qualify and successfully compete for government contracts;
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•
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the collectability of receivables from customers and resellers, which may be hindered or delayed; and
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•
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the removal of metered license enforcement via our software, which could lead to customers delaying renewal or purchasing decisions.
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•
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improving our key business applications, processes and IT infrastructure to support our business needs and appropriately documenting such systems and processes;
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•
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enhancing information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other and our growing base of customers and partners; and
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•
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enhancing our internal controls to ensure timely and accurate reporting of all of our operations and financial results.
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•
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large cloud service providers, as well as small, specialized vendors, that provide complementary and competitive solutions in enterprise data analytics, security offerings, log aggregation and management, data warehousing, orchestration, automation, incident response and big data technologies that may compete with our offerings;
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•
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IT departments of potential customers which have undertaken custom software development efforts to analyze and manage their data;
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•
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companies targeting the big data market by commercializing open source software, such as Elastic;
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•
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security, systems management and other IT vendors, including BMC Software, IBM, Intel, Micro Focus, Microsoft and VMware;
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•
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business intelligence vendors, analytics and visualization vendors, including IBM and Oracle;
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•
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cloud monitoring and APM vendors, including Cisco AppDynamics, Datadog and New Relic; and
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•
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public cloud providers, including Amazon (Amazon Web Service), Google (Google Cloud Platform) and Microsoft (Microsoft Azure).
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•
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our failure to predict market demand accurately in terms of product functionality and to supply offerings that meet this demand in a timely fashion;
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•
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defects, errors or failures;
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•
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negative publicity about their performance or effectiveness;
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•
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delays in releasing to the market our new offerings or enhancements to our existing offerings to the market;
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•
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introduction or anticipated introduction of competing products by our competitors;
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•
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inability to scale and perform to meet customer demands;
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•
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poor business conditions for our end-customers, causing them to delay IT purchases; and
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•
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reluctance of customers to purchase products incorporating open source software.
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•
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increased management, travel, infrastructure and legal compliance costs associated with having multiple international operations;
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•
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reliance on partners, which may have different incentives or may sell competing products, as well as different approaches with respect to compliance with laws and regulations, business practices and other day-to-day activities;
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•
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longer payment cycles and difficulties in collecting accounts receivable or satisfying revenue recognition criteria, especially in emerging markets;
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•
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increased financial accounting and reporting burdens and complexities;
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•
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general economic conditions in each country or region;
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•
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political uncertainty around the world;
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•
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compliance with multiple and changing foreign laws and regulations, including those governing employment, tax, privacy and data protection, data transfer and the risks and costs of non-compliance with such laws and regulations;
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•
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compliance with laws and regulations for foreign operations, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our offerings in certain foreign markets, and the risks and costs of non-compliance, including as a result of any changes in trade relations, sanctioned parties or other restrictions;
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•
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heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;
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•
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fluctuations in currency exchange rates and the related effect on our financial results;
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•
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difficulties in repatriating or transferring funds from, or converting currencies in, certain countries;
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•
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the need for localized software and licensing programs;
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•
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reduced protection for intellectual property rights in some countries and practical difficulties of enforcing intellectual property and contract rights abroad; and
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•
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natural disasters, diseases and pandemics, such as COVID-19, that may disproportionately affect areas in which we do business.
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•
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changes in fiscal or contracting policies;
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•
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decreases in available government funding;
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•
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restrictions in the award of personal security clearances to our employees;
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•
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ability to adapt to public sector budgetary cycles and funding authorizations, with funding reductions or delays having an adverse impact on public sector demand for our products;
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•
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changes in government programs or applicable requirements;
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•
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changes in government sanctions programs and related policies;
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•
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the adoption of new laws or regulations or changes to existing laws or regulations;
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•
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noncompliance with laws, contract provisions or government procurement or other applicable regulations, or the perception that any such noncompliance has occurred or is likely;
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•
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ability to maintain the facility clearance required to perform on classified contracts for U.S. federal government agencies, or to maintain security clearances for our employees;
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•
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changes to government certification requirements;
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•
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ability to achieve or maintain one or more government certifications, including our existing FedRAMP certification;
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•
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an extended government shutdown or other potential delays or changes in the government appropriations or other funding authorization processes;
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•
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changes in the duration of our contracts with government customers; and
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•
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delays in the payment of our invoices by government payment offices.
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•
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third-party developers may not continue developing or supporting the software apps that they share on Splunkbase;
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•
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we cannot guarantee that if and as we change the architecture of our products and services, third-party developers will evolve their existing software apps to be compatible or that they will participate in the creation of new apps utilizing the new architecture;
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•
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we cannot provide any assurance that these apps meet the same quality and security standards that we apply to our own development efforts, and, to the extent they contain bugs, defects or security vulnerabilities, they may create disruptions in our customers’ use of our offerings or negatively affect our brand;
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•
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we do not currently provide support for software apps developed by third-party software developers, and users may be left without support and potentially disappointed by their experience of using our offerings if the third-party software developers do not provide appropriate support for these apps;
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•
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these third-party software developers may not possess the appropriate intellectual property rights to develop and share their apps or otherwise may not have assessed legal and compliance risks related to distributing their apps;
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•
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some of these apps are hosted in external sites for a fee and are not controlled or reviewed by us, which may lead to a negative experience by customers that may impact our reputation; and
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•
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some of these developers may use the insight they gain using our offerings and from documentation publicly available on our website to develop competing products.
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•
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an acquisition may negatively affect our financial results because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
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•
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potential goodwill impairment charges related to acquisitions;
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•
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costs and potential difficulties associated with the requirement to test and assimilate the internal control processes of the acquired business;
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•
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we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, infrastructure, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us or if we are unable to retain key personnel;
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•
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we may not realize the expected benefits of the acquisition;
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•
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an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
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•
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an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company;
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•
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the potential impact on relationships with existing customers, vendors and distributors as business partners as a result of acquiring another company or business that competes with or otherwise is incompatible with those existing relationships;
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•
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the potential that our due diligence of the acquired company or business does not identify significant problems or liabilities, or that we underestimate the costs and effects of identified liabilities;
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•
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exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to claims from former employees, customers or other third parties, which may differ from or be more significant than the risks our business faces;
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•
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we may encounter difficulties in, or may be unable to, successfully sell any acquired products;
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•
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an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;
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•
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an acquisition may require us to comply with additional laws and regulations, or to engage in substantial remediation efforts to cause the acquired company to comply with applicable laws or regulations, or result in liabilities resulting from the acquired company’s failure to comply with applicable laws or regulations;
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•
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our use of cash to pay for an acquisition would limit other potential uses for our cash;
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•
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if we incur debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and
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•
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to the extent that we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.
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•
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actual or anticipated fluctuations in our financial results;
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•
|
the financial projections we provide to the public, any changes in these projections or our failure to meet or exceed these projections;
|
•
|
the impact of our business model transition on our revenue mix, as well as increased annual invoicing and decreased multi-year upfront invoicing, which may impact our revenue, deferred revenue, cash collections, billings, remaining performance obligations, gross margin and operating income;
|
•
|
failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
ratings changes by any securities analysts who follow our company;
|
•
|
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
|
•
|
price and volume fluctuations in certain categories of companies or the overall stock market, including as a result of trends in the global economy;
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•
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any major change in our board of directors or management;
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•
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lawsuits threatened or filed against us;
|
•
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actual or perceived security breaches or incidents; and
|
•
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other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
|
•
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authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights and preferences determined by our board of directors;
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•
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require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
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•
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specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of our board of directors, or our Chief Executive Officer;
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•
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establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;
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•
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establish that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving three-year staggered terms;
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•
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prohibit cumulative voting in the election of directors;
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•
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provide that our directors may be removed only for cause;
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•
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provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and
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•
|
require the approval of our board of directors or the holders of a supermajority of our outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation.
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Item 1B. Unresolved Staff Comments
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Item 2. Properties
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Item 3. Legal Proceedings
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Item 4. Mine Safety Disclosures
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
l
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Splunk Inc.
|
n
|
NASDAQ Composite
|
▲
|
NASDAQ Computer
|
Company/Index
|
|
1/31/15
|
|
1/31/16
|
|
1/31/17
|
|
1/31/18
|
|
1/31/19
|
|
1/31/20
|
||||||||||||
Splunk Inc.
|
|
$
|
100.00
|
|
|
$
|
89.62
|
|
|
$
|
112.02
|
|
|
$
|
178.84
|
|
|
$
|
241.70
|
|
|
$
|
300.60
|
|
NASDAQ Composite
|
|
$
|
100.00
|
|
|
$
|
100.70
|
|
|
$
|
124.09
|
|
|
$
|
165.58
|
|
|
$
|
164.45
|
|
|
$
|
208.91
|
|
NASDAQ Computer
|
|
$
|
100.00
|
|
|
$
|
104.50
|
|
|
$
|
129.22
|
|
|
$
|
182.68
|
|
|
$
|
178.80
|
|
|
$
|
257.26
|
|
Item 6. Selected Financial Data
|
|
|
Fiscal Year Ended January 31,
|
||||||||||||||||||
(In thousands, except per share amounts)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
License
|
|
$
|
1,373,367
|
|
|
$
|
1,030,277
|
|
|
$
|
741,302
|
|
|
$
|
543,510
|
|
|
$
|
405,399
|
|
Maintenance and services
|
|
985,559
|
|
|
772,733
|
|
|
567,830
|
|
|
400,054
|
|
|
263,036
|
|
|||||
Total revenues
|
|
2,358,926
|
|
|
1,803,010
|
|
|
1,309,132
|
|
|
943,564
|
|
|
668,435
|
|
|||||
Cost of revenues (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
License
|
|
24,116
|
|
|
22,527
|
|
|
13,398
|
|
|
11,965
|
|
|
9,080
|
|
|||||
Maintenance and services
|
|
405,672
|
|
|
322,149
|
|
|
243,011
|
|
|
179,088
|
|
|
105,042
|
|
|||||
Total cost of revenues
|
|
429,788
|
|
|
344,676
|
|
|
256,409
|
|
|
191,053
|
|
|
114,122
|
|
|||||
Gross profit
|
|
1,929,138
|
|
|
1,458,334
|
|
|
1,052,723
|
|
|
752,511
|
|
|
554,313
|
|
|||||
Operating expenses (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
619,800
|
|
|
441,969
|
|
|
301,114
|
|
|
295,850
|
|
|
215,309
|
|
|||||
Sales and marketing
|
|
1,263,873
|
|
|
1,029,950
|
|
|
777,876
|
|
|
639,404
|
|
|
505,348
|
|
|||||
General and administrative
|
|
332,602
|
|
|
237,588
|
|
|
159,143
|
|
|
153,359
|
|
|
121,579
|
|
|||||
Total operating expenses
|
|
2,216,275
|
|
|
1,709,507
|
|
|
1,238,133
|
|
|
1,088,613
|
|
|
842,236
|
|
|||||
Operating loss
|
|
(287,137
|
)
|
|
(251,173
|
)
|
|
(185,410
|
)
|
|
(336,102
|
)
|
|
(287,923
|
)
|
|||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
54,142
|
|
|
31,458
|
|
|
8,943
|
|
|
5,720
|
|
|
3,166
|
|
|||||
Interest expense
|
|
(96,249
|
)
|
|
(41,963
|
)
|
|
(8,794
|
)
|
|
(8,549
|
)
|
|
(1,368
|
)
|
|||||
Other income (expense), net
|
|
(2,407
|
)
|
|
(1,513
|
)
|
|
(3,600
|
)
|
|
(3,022
|
)
|
|
(519
|
)
|
|||||
Total interest and other income (expense), net
|
|
(44,514
|
)
|
|
(12,018
|
)
|
|
(3,451
|
)
|
|
(5,851
|
)
|
|
1,279
|
|
|||||
Loss before income taxes
|
|
(331,651
|
)
|
|
(263,191
|
)
|
|
(188,861
|
)
|
|
(341,953
|
)
|
|
(286,644
|
)
|
|||||
Provision for income taxes (benefit)
|
|
5,017
|
|
|
12,386
|
|
|
1,357
|
|
|
5,507
|
|
|
(7,872
|
)
|
|||||
Net loss
|
|
$
|
(336,668
|
)
|
|
$
|
(275,577
|
)
|
|
$
|
(190,218
|
)
|
|
$
|
(347,460
|
)
|
|
$
|
(278,772
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
$
|
(2.22
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(1.36
|
)
|
|
$
|
(2.59
|
)
|
|
$
|
(2.20
|
)
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
151,949
|
|
|
145,707
|
|
|
139,866
|
|
|
133,910
|
|
|
126,746
|
|
(1)
|
Amounts include stock-based compensation expense as follows:
|
|
|
Fiscal Year Ended January 31,
|
||||||||||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Cost of revenues
|
|
$
|
44,399
|
|
|
$
|
37,501
|
|
|
$
|
33,605
|
|
|
$
|
30,971
|
|
|
$
|
26,057
|
|
Research and development
|
|
185,262
|
|
|
137,171
|
|
|
106,690
|
|
|
129,388
|
|
|
89,197
|
|
|||||
Sales and marketing
|
|
216,276
|
|
|
190,422
|
|
|
159,240
|
|
|
161,164
|
|
|
130,054
|
|
|||||
General and administrative
|
|
99,487
|
|
|
76,836
|
|
|
58,928
|
|
|
56,518
|
|
|
46,949
|
|
|
|
January 31,
|
||||||||||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Cash, cash equivalents and short-term investments
|
|
$
|
1,755,161
|
|
|
$
|
2,757,385
|
|
|
$
|
1,165,150
|
|
|
$
|
1,083,442
|
|
|
$
|
1,009,039
|
|
Working capital
|
|
1,510,519
|
|
|
2,333,325
|
|
|
953,086
|
|
|
874,405
|
|
|
719,503
|
|
|||||
Total assets
|
|
5,439,471
|
|
|
4,500,243
|
|
|
2,139,445
|
|
|
1,785,993
|
|
|
1,536,839
|
|
|||||
Deferred revenue, current and long-term
|
|
1,006,209
|
|
|
877,947
|
|
|
668,705
|
|
|
436,426
|
|
|
449,503
|
|
|||||
Total stockholders’ equity
|
|
1,999,429
|
|
|
1,520,457
|
|
|
1,131,321
|
|
|
1,060,292
|
|
|
859,414
|
|
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Extend our technological capabilities.
|
•
|
Continue to expand our direct and indirect sales organization, including our partner relationships, to increase our sales capacity and enable greater market presence.
|
•
|
Further penetrate our existing customer base and drive enterprise-wide adoption.
|
•
|
Enhance our value proposition through a focus on solutions which address core and expanded use cases.
|
•
|
Grow our user communities and partner ecosystem to increase awareness of our brand, target new use cases, drive operational leverage and deliver more targeted, higher value solutions.
|
•
|
Continue to deliver a rich developer environment to enable rapid development of enterprise applications that leverage data and the Splunk platform.
|
*
|
Refer to Non-GAAP Financial Measures and Reconciliations below for further information.
|
|
|
Fiscal Year Ended January 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
(287,636
|
)
|
|
$
|
296,454
|
|
Less purchases of property and equipment
|
|
(101,119
|
)
|
|
(23,160
|
)
|
||
Free cash flow (non-GAAP)
|
|
$
|
(388,755
|
)
|
|
$
|
273,294
|
|
Net cash used in investing activities
|
|
$
|
(707,981
|
)
|
|
$
|
(779,278
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
(100,234
|
)
|
|
$
|
1,813,425
|
|
(In thousands, except per share amounts)
|
|
GAAP
|
|
Stock-based compensation and related employer payroll tax
|
|
Amortization of acquired intangible assets
|
|
Acquisition-
related
adjustments
|
|
Adjustments related to restructuring charges and facility exits
|
|
Capitalized
software
development
costs
|
|
Legal
settlement
charge
|
|
Non-cash interest expense related to convertible senior notes
|
|
Income tax
effects related
to non-GAAP
adjustments (3)
|
|
Non-GAAP
|
||||||||||||||||||||
Cost of revenues
|
|
$
|
429,788
|
|
|
$
|
(46,478
|
)
|
|
$
|
(29,516
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
353,794
|
|
Gross margin
|
|
81.8
|
%
|
|
1.9
|
%
|
|
1.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
85.0
|
%
|
||||||||||
Research and development
|
|
619,800
|
|
|
(190,404
|
)
|
|
(697
|
)
|
|
(12
|
)
|
|
(5,628
|
)
|
|
2,589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425,648
|
|
||||||||||
Sales and marketing
|
|
1,263,873
|
|
|
(223,812
|
)
|
|
(8,324
|
)
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,031,565
|
|
||||||||||
General and administrative
|
|
332,602
|
|
|
(101,939
|
)
|
|
—
|
|
|
(7,408
|
)
|
|
(482
|
)
|
|
—
|
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
212,773
|
|
||||||||||
Operating income (loss)
|
|
(287,137
|
)
|
|
562,633
|
|
|
38,537
|
|
|
7,592
|
|
|
6,110
|
|
|
(2,589
|
)
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
335,146
|
|
||||||||||
Operating margin
|
|
(12.2
|
)%
|
|
23.9
|
%
|
|
1.6
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
(0.1
|
)%
|
|
0.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
14.2
|
%
|
||||||||||
Income tax provision
|
|
5,017
|
|
|
—
|
|
|
—
|
|
|
6,006
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,135
|
|
|
74,158
|
|
||||||||||
Net income (loss)
|
|
$
|
(336,668
|
)
|
|
$
|
562,633
|
|
|
$
|
38,537
|
|
|
$
|
1,586
|
|
|
$
|
6,110
|
|
|
$
|
(2,589
|
)
|
|
$
|
10,000
|
|
|
$
|
80,157
|
|
|
$
|
(63,135
|
)
|
|
$
|
296,631
|
|
Net income (loss) per share (1)
|
|
$
|
(2.22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.88
|
|
(1)
|
GAAP net loss per share calculated based on 151,949 weighted-average shares of common stock. Non-GAAP net income per share calculated based on 157,815 diluted weighted-average shares of common stock, which includes 5,866 potentially dilutive shares related to employee stock awards. GAAP to non-GAAP net income (loss) per share is not reconciled due to the difference in the number of shares used to calculate basic and diluted weighted-average shares of common stock.
|
(2)
|
Represents the partial release of the valuation allowance.
|
(3)
|
Represents the tax effect of the non-GAAP adjustments based on the estimated annual effective tax rate of 20%.
|
(In thousands, except per share amounts)
|
|
GAAP
|
|
Stock-based compensation and related employer payroll tax
|
|
Amortization of acquired intangible assets
|
|
Adjustments related to financing lease obligation
|
|
Acquisition-related adjustments
|
|
Non-cash interest expense related to convertible debt
|
|
Income tax effects related to non-GAAP adjustments (4)
|
|
Non-GAAP
|
||||||||||||||||
Cost of revenues
|
|
$
|
344,676
|
|
|
$
|
(39,429
|
)
|
|
$
|
(21,444
|
)
|
|
$
|
1,218
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
285,021
|
|
Gross margin
|
|
80.9
|
%
|
|
2.2
|
%
|
|
1.2
|
%
|
|
(0.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
84.2
|
%
|
||||||||
Research and development
|
|
441,969
|
|
|
(141,315
|
)
|
|
(1,041
|
)
|
|
2,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301,642
|
|
||||||||
Sales and marketing
|
|
1,029,950
|
|
|
(197,384
|
)
|
|
(2,740
|
)
|
|
4,573
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
834,399
|
|
||||||||
General and administrative
|
|
237,588
|
|
|
(79,045
|
)
|
|
—
|
|
|
1,002
|
|
|
(6,034
|
)
|
|
—
|
|
|
—
|
|
|
153,511
|
|
||||||||
Operating income (loss)
|
|
(251,173
|
)
|
|
457,173
|
|
|
25,225
|
|
|
(8,822
|
)
|
|
6,034
|
|
|
—
|
|
|
—
|
|
|
228,437
|
|
||||||||
Operating margin
|
|
(13.9
|
)%
|
|
25.4
|
%
|
|
1.4
|
%
|
|
(0.5
|
)%
|
|
0.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
12.7
|
%
|
||||||||
Income tax provision
|
|
12,386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,313
|
|
(3)
|
—
|
|
|
34,826
|
|
|
50,525
|
|
||||||||
Net income (loss)
|
|
$
|
(275,577
|
)
|
|
$
|
457,173
|
|
|
$
|
25,225
|
|
|
$
|
(636
|
)
|
(2)
|
$
|
2,721
|
|
|
$
|
28,019
|
|
|
$
|
(34,826
|
)
|
|
$
|
202,099
|
|
Net income (loss) per share (1)
|
|
$
|
(1.89
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.33
|
|
(1)
|
GAAP net loss per share calculated based on 145,707 weighted-average shares of common stock. Non-GAAP net income per share calculated based on 152,126 diluted weighted-average shares of common stock, which includes 6,419 potentially dilutive shares related to employee stock awards. GAAP to non-GAAP net income (loss) per share is not reconciled due to the difference in the number of shares used to calculate basic and diluted weighted-average shares of common stock.
|
(2)
|
Includes $8.2 million of interest expense related to the financing lease obligation.
|
(3)
|
Represents the partial release of the valuation allowance.
|
(4)
|
Represents the tax effect of the non-GAAP adjustments based on the estimated annual effective tax rate of 20%.
|
•
|
Maintenance revenues. When a term license is purchased, maintenance is bundled with the license for the term of the license period. Typically, when purchasing a perpetual license, a customer also purchases one year of maintenance for which we charge a percentage of the license fee. Customers with maintenance agreements are entitled to receive support and unspecified upgrades and enhancements when and if they become available during the maintenance period. We recognize the revenues associated with maintenance agreements ratably, on a straight-line basis, over the associated maintenance period.
|
•
|
Cloud services revenues. Cloud services allow customers to use hosted software over the contract period without taking possession of the software. We recognize the revenues associated with our cloud services ratably, over the associated subscription term. We expect revenues from cloud services to continue to increase as a percentage of total revenues.
|
•
|
Professional services and training revenues. We have a professional services organization focused on helping our customers deploy our software in highly complex operational environments and train their personnel. Training and professional services have stated billing rates per service hour or are provided on a subscription basis, accordingly, revenues are recognized as services are delivered or ratably over the subscription period. Professional services and training revenues as a percentage of total revenues were 7% and 8% for fiscal 2020 and 2019, respectively. We have experienced continued growth in our professional services revenues primarily due to the deployment of our software with some customers that have large, highly complex IT environments.
|
|
|
Fiscal Year Ended January 31,
|
|||||||||||||||||||
(In thousands and as % of revenues)
|
|
2020
|
|
2019
|
|
2018
|
|||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
License
|
|
$
|
1,373,367
|
|
|
58.2
|
%
|
|
$
|
1,030,277
|
|
|
57.1
|
%
|
|
$
|
741,302
|
|
|
56.6
|
%
|
Maintenance and services
|
|
985,559
|
|
|
41.8
|
|
|
772,733
|
|
|
42.9
|
|
|
567,830
|
|
|
43.4
|
|
|||
Total revenues
|
|
2,358,926
|
|
|
100.0
|
|
|
1,803,010
|
|
|
100.0
|
|
|
1,309,132
|
|
|
100.0
|
|
|||
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
License (1)
|
|
24,116
|
|
|
1.8
|
|
|
22,527
|
|
|
2.2
|
|
|
13,398
|
|
|
1.8
|
|
|||
Maintenance and services (1)
|
|
405,672
|
|
|
41.2
|
|
|
322,149
|
|
|
41.7
|
|
|
243,011
|
|
|
42.8
|
|
|||
Total cost of revenues
|
|
429,788
|
|
|
18.2
|
|
|
344,676
|
|
|
19.1
|
|
|
256,409
|
|
|
19.6
|
|
|||
Gross profit
|
|
1,929,138
|
|
|
81.8
|
|
|
1,458,334
|
|
|
80.9
|
|
|
1,052,723
|
|
|
80.4
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
|
619,800
|
|
|
26.3
|
|
|
441,969
|
|
|
24.5
|
|
|
301,114
|
|
|
23.0
|
|
|||
Sales and marketing
|
|
1,263,873
|
|
|
53.6
|
|
|
1,029,950
|
|
|
57.1
|
|
|
777,876
|
|
|
59.4
|
|
|||
General and administrative
|
|
332,602
|
|
|
14.1
|
|
|
237,588
|
|
|
13.2
|
|
|
159,143
|
|
|
12.2
|
|
|||
Total operating expenses
|
|
2,216,275
|
|
|
94.0
|
|
|
1,709,507
|
|
|
94.8
|
|
|
1,238,133
|
|
|
94.6
|
|
|||
Operating loss
|
|
(287,137
|
)
|
|
(12.2
|
)
|
|
(251,173
|
)
|
|
(13.9
|
)
|
|
(185,410
|
)
|
|
(14.2
|
)
|
|||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income
|
|
54,142
|
|
|
2.3
|
|
|
31,458
|
|
|
1.7
|
|
|
8,943
|
|
|
0.7
|
|
|||
Interest expense
|
|
(96,249
|
)
|
|
(4.1
|
)
|
|
(41,963
|
)
|
|
(2.3
|
)
|
|
(8,794
|
)
|
|
(0.7
|
)
|
|||
Other income (expense), net
|
|
(2,407
|
)
|
|
(0.1
|
)
|
|
(1,513
|
)
|
|
(0.1
|
)
|
|
(3,600
|
)
|
|
(0.2
|
)
|
|||
Total other income (expense), net
|
|
(44,514
|
)
|
|
(1.9
|
)
|
|
(12,018
|
)
|
|
(0.7
|
)
|
|
(3,451
|
)
|
|
(0.2
|
)
|
|||
Loss before income taxes
|
|
(331,651
|
)
|
|
(14.1
|
)
|
|
(263,191
|
)
|
|
(14.6
|
)
|
|
(188,861
|
)
|
|
(14.4
|
)
|
|||
Provision for income taxes
|
|
5,017
|
|
|
0.2
|
|
|
12,386
|
|
|
0.7
|
|
|
1,357
|
|
|
0.1
|
|
|||
Net loss
|
|
$
|
(336,668
|
)
|
|
(14.3
|
)%
|
|
$
|
(275,577
|
)
|
|
(15.3
|
)%
|
|
$
|
(190,218
|
)
|
|
(14.5
|
)%
|
(1)
|
Calculated as a percentage of the associated revenues.
|
Fiscal 2020 - 2019
|
+
|
increase of $343.1 million, or 33.3%, in license revenues
|
+
|
increase of $212.8 million, or 27.5%, in maintenance and services revenues
|
+
|
increase in the total number of orders greater than $1.0 million from 394 to 494
|
+
|
increase in the total number of customers from over 17,500 to over 19,400
|
Fiscal 2020 - 2019
|
Fiscal 2020 - 2019
|
+
|
increase of $138.7 million in salaries and benefits, which includes a $48.1 million increase in stock-based compensation expense as we increased headcount as part of our focus on further developing and enhancing our products and services
|
+
|
increase of $15.4 million related to facilities and overhead
|
+
|
increase of $11.3 million in hosting fees to support our product development efforts
|
+
|
increase of $8.2 million related to third-party consulting services
|
Fiscal 2020 - 2019
|
+
|
increase of $32.9 million related to facilities and overhead
|
+
|
increase of $21.5 million in marketing expenses
|
+
|
increase of $12.4 million in travel-related expenses due to increased travel from our growing field sales organization
|
+
|
increase of $3.1 million related to third-party consulting services
|
Fiscal 2020 - 2019
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Interest and other income (expense), net
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
54,142
|
|
|
$
|
31,458
|
|
|
$
|
8,943
|
|
Interest expense
|
|
(96,249
|
)
|
|
(41,963
|
)
|
|
(8,794
|
)
|
|||
Other income (expense), net
|
|
(2,407
|
)
|
|
(1,513
|
)
|
|
(3,600
|
)
|
|||
Total interest and other income (expense), net
|
|
$
|
(44,514
|
)
|
|
$
|
(12,018
|
)
|
|
$
|
(3,451
|
)
|
Fiscal 2020 - 2019
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Provision for income taxes
|
|
$
|
5,017
|
|
|
$
|
12,386
|
|
|
$
|
1,357
|
|
Fiscal 2020 - 2019
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(In thousands, except per share amounts)
|
|
Jan 31, 2020
|
|
Oct 31, 2019
|
|
Jul 31, 2019
|
|
Apr 30, 2019
|
|
Jan 31, 2019
|
|
Oct 31, 2018
|
|
Jul 31, 2018
|
|
Apr 30, 2018
|
||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
License
|
|
$
|
517,542
|
|
|
$
|
373,684
|
|
|
$
|
279,279
|
|
|
$
|
202,862
|
|
|
$
|
411,031
|
|
|
$
|
279,603
|
|
|
$
|
200,668
|
|
|
$
|
138,975
|
|
Maintenance and services
|
|
273,640
|
|
|
252,652
|
|
|
237,279
|
|
|
221,988
|
|
|
211,054
|
|
|
201,380
|
|
|
187,635
|
|
|
172,664
|
|
||||||||
Total revenues
|
|
791,182
|
|
|
626,336
|
|
|
516,558
|
|
|
424,850
|
|
|
622,085
|
|
|
480,983
|
|
|
388,303
|
|
|
311,639
|
|
||||||||
Cost of revenues (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
License
|
|
6,702
|
|
|
5,796
|
|
|
5,936
|
|
|
5,682
|
|
|
5,810
|
|
|
5,922
|
|
|
5,671
|
|
|
5,124
|
|
||||||||
Maintenance and services
|
|
121,136
|
|
|
102,023
|
|
|
92,372
|
|
|
90,141
|
|
|
87,923
|
|
|
83,303
|
|
|
78,077
|
|
|
72,846
|
|
||||||||
Total cost of revenues
|
|
127,838
|
|
|
107,819
|
|
|
98,308
|
|
|
95,823
|
|
|
93,733
|
|
|
89,225
|
|
|
83,748
|
|
|
77,970
|
|
||||||||
Gross profit
|
|
663,344
|
|
|
518,517
|
|
|
418,250
|
|
|
329,027
|
|
|
528,352
|
|
|
391,758
|
|
|
304,555
|
|
|
233,669
|
|
||||||||
Operating expenses (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
|
197,513
|
|
|
158,887
|
|
|
134,110
|
|
|
129,290
|
|
|
131,151
|
|
|
117,722
|
|
|
106,739
|
|
|
86,357
|
|
||||||||
Sales and marketing
|
|
367,116
|
|
|
319,023
|
|
|
298,773
|
|
|
278,961
|
|
|
303,861
|
|
|
264,223
|
|
|
243,830
|
|
|
218,036
|
|
||||||||
General and administrative
|
|
106,484
|
|
|
88,092
|
|
|
72,264
|
|
|
65,762
|
|
|
69,183
|
|
|
59,819
|
|
|
57,844
|
|
|
50,742
|
|
||||||||
Total operating expenses
|
|
671,113
|
|
|
566,002
|
|
|
505,147
|
|
|
474,013
|
|
|
504,195
|
|
|
441,764
|
|
|
408,413
|
|
|
355,135
|
|
||||||||
Operating income (loss)
|
|
(7,769
|
)
|
|
(47,485
|
)
|
|
(86,897
|
)
|
|
(144,986
|
)
|
|
24,157
|
|
|
(50,006
|
)
|
|
(103,858
|
)
|
|
(121,466
|
)
|
||||||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
|
8,769
|
|
|
12,612
|
|
|
16,415
|
|
|
16,346
|
|
|
16,136
|
|
|
8,571
|
|
|
3,564
|
|
|
3,187
|
|
||||||||
Interest expense
|
|
(24,722
|
)
|
|
(24,406
|
)
|
|
(24,104
|
)
|
|
(23,017
|
)
|
|
(25,562
|
)
|
|
(12,270
|
)
|
|
(2,058
|
)
|
|
(2,073
|
)
|
||||||||
Other income (expense), net
|
|
(999
|
)
|
|
(215
|
)
|
|
(654
|
)
|
|
(539
|
)
|
|
(856
|
)
|
|
(186
|
)
|
|
(336
|
)
|
|
(135
|
)
|
||||||||
Total interest and other income (expense), net
|
|
(16,952
|
)
|
|
(12,009
|
)
|
|
(8,343
|
)
|
|
(7,210
|
)
|
|
(10,282
|
)
|
|
(3,885
|
)
|
|
1,170
|
|
|
979
|
|
||||||||
Income (loss) before income taxes
|
|
(24,721
|
)
|
|
(59,494
|
)
|
|
(95,240
|
)
|
|
(152,196
|
)
|
|
13,875
|
|
|
(53,891
|
)
|
|
(102,688
|
)
|
|
(120,487
|
)
|
||||||||
Income tax provision (benefit)
|
|
(1,993
|
)
|
|
(1,855
|
)
|
|
5,632
|
|
|
3,233
|
|
|
11,749
|
|
|
1,814
|
|
|
811
|
|
|
(1,988
|
)
|
||||||||
Net income (loss)
|
|
$
|
(22,728
|
)
|
|
$
|
(57,639
|
)
|
|
$
|
(100,872
|
)
|
|
$
|
(155,429
|
)
|
|
$
|
2,126
|
|
|
$
|
(55,705
|
)
|
|
$
|
(103,499
|
)
|
|
$
|
(118,499
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
(0.15
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(1.04
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.71
|
)
|
|
$
|
(0.83
|
)
|
Diluted
|
|
$
|
(0.15
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(1.04
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.71
|
)
|
|
$
|
(0.83
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(In thousands)
|
|
Jan 31, 2020
|
|
Oct 31, 2019
|
|
Jul 31, 2019
|
|
Apr 30, 2019
|
|
Jan 31, 2019
|
|
Oct 31, 2018
|
|
Jul 31, 2018
|
|
Apr 30, 2018
|
||||||||||||||||
Cost of revenues
|
|
$
|
12,689
|
|
|
$
|
10,426
|
|
|
$
|
10,459
|
|
|
$
|
10,825
|
|
|
$
|
10,883
|
|
|
$
|
8,867
|
|
|
$
|
8,497
|
|
|
$
|
8,804
|
|
Research and development
|
|
58,540
|
|
|
45,003
|
|
|
40,451
|
|
|
41,268
|
|
|
42,072
|
|
|
35,088
|
|
|
33,597
|
|
|
26,416
|
|
||||||||
Sales and marketing
|
|
66,258
|
|
|
50,743
|
|
|
49,007
|
|
|
50,268
|
|
|
56,550
|
|
|
45,280
|
|
|
45,546
|
|
|
43,047
|
|
||||||||
General and administrative
|
|
29,009
|
|
|
26,680
|
|
|
23,096
|
|
|
20,702
|
|
|
25,080
|
|
|
18,449
|
|
|
16,953
|
|
|
16,354
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
|
Jan 31, 2020
|
|
Oct 31, 2019
|
|
Jul 31, 2019
|
|
Apr 30, 2019
|
|
Jan 31, 2019
|
|
Oct 31, 2018
|
|
Jul 31, 2018
|
|
Apr 30, 2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
License
|
|
65.4
|
%
|
|
59.7
|
%
|
|
54.1
|
%
|
|
47.7
|
%
|
|
66.1
|
%
|
|
58.1
|
%
|
|
51.7
|
%
|
|
44.6
|
%
|
Maintenance and services
|
|
34.6
|
|
|
40.3
|
|
|
45.9
|
|
|
52.3
|
|
|
33.9
|
|
|
41.9
|
|
|
48.3
|
|
|
55.4
|
|
Total revenues
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
License (1)
|
|
1.3
|
|
|
1.6
|
|
|
2.1
|
|
|
2.8
|
|
|
1.4
|
|
|
2.1
|
|
|
2.8
|
|
|
3.7
|
|
Maintenance and services (1)
|
|
44.3
|
|
|
40.4
|
|
|
38.9
|
|
|
40.6
|
|
|
41.7
|
|
|
41.4
|
|
|
41.6
|
|
|
42.2
|
|
Total cost of revenues
|
|
16.2
|
|
|
17.2
|
|
|
19.0
|
|
|
22.6
|
|
|
15.1
|
|
|
18.6
|
|
|
21.6
|
|
|
25.0
|
|
Gross profit
|
|
83.8
|
|
|
82.8
|
|
|
81.0
|
|
|
77.4
|
|
|
84.9
|
|
|
81.4
|
|
|
78.4
|
|
|
75.0
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
25.0
|
|
|
25.4
|
|
|
26.0
|
|
|
30.4
|
|
|
21.1
|
|
|
24.5
|
|
|
27.5
|
|
|
27.7
|
|
Sales and marketing
|
|
46.4
|
|
|
50.9
|
|
|
57.8
|
|
|
65.6
|
|
|
48.8
|
|
|
54.9
|
|
|
62.7
|
|
|
70.0
|
|
General and administrative
|
|
13.4
|
|
|
14.1
|
|
|
14.0
|
|
|
15.5
|
|
|
11.1
|
|
|
12.4
|
|
|
14.9
|
|
|
16.3
|
|
Total operating expenses
|
|
84.8
|
|
|
90.4
|
|
|
97.8
|
|
|
111.5
|
|
|
81.0
|
|
|
91.8
|
|
|
105.1
|
|
|
114.0
|
|
Operating income (loss)
|
|
(1.0
|
)
|
|
(7.6
|
)
|
|
(16.8
|
)
|
|
(34.1
|
)
|
|
3.9
|
|
|
(10.4
|
)
|
|
(26.7
|
)
|
|
(39.0
|
)
|
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
1.1
|
|
|
2.0
|
|
|
3.2
|
|
|
3.8
|
|
|
2.6
|
|
|
1.8
|
|
|
0.9
|
|
|
1.0
|
|
Interest expense
|
|
(3.1
|
)
|
|
(3.9
|
)
|
|
(4.7
|
)
|
|
(5.4
|
)
|
|
(4.1
|
)
|
|
(2.6
|
)
|
|
(0.5
|
)
|
|
(0.6
|
)
|
Other income (expense), net
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Total interest and other income (expense), net
|
|
(2.1
|
)
|
|
(1.9
|
)
|
|
(1.6
|
)
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|
(0.8
|
)
|
|
0.3
|
|
|
0.4
|
|
Income (loss) before income taxes
|
|
(3.1
|
)
|
|
(9.5
|
)
|
|
(18.4
|
)
|
|
(35.8
|
)
|
|
2.2
|
|
|
(11.2
|
)
|
|
(26.4
|
)
|
|
(38.6
|
)
|
Income tax provision (benefit)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
1.1
|
|
|
0.8
|
|
|
1.9
|
|
|
0.4
|
|
|
0.2
|
|
|
(0.6
|
)
|
Net income (loss)
|
|
(2.9
|
)%
|
|
(9.2
|
)%
|
|
(19.5
|
)%
|
|
(36.6
|
)%
|
|
0.3
|
%
|
|
(11.6
|
)%
|
|
(26.6
|
)%
|
|
(38.0
|
)%
|
(1)
|
This percentage is calculated as a percentage of the associated revenues.
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Cash and cash equivalents
|
|
$
|
778,653
|
|
|
$
|
1,876,165
|
|
|
$
|
545,947
|
|
Investments, current
|
|
976,508
|
|
|
881,220
|
|
|
619,203
|
|
|||
Investments, non-current
|
|
35,370
|
|
|
110,588
|
|
|
5,375
|
|
Fiscal 2020 - 2019
|
-
|
increase in accounts receivable due to the shift in our business model to renewable contracts, including term installment billings
|
-
|
increase in payments for prepaid expenses and other assets
|
-
|
reduction in deferred revenue
|
-
|
increase in payments for accrued expenses and other liabilities
|
-
|
increase in payments for accrued compensation
|
Fiscal 2020 - 2019
|
+
|
decrease of $350.2 million in purchases of investments, net of maturities
|
-
|
increase of $200.0 million in cash purchase price paid, net of cash acquired, from our acquisitions of Streamlio, SignalFx and Omnition
|
-
|
increase of $78.0 million in purchases of property and equipment
|
Fiscal 2020 - 2019
|
-
|
absence of the issuance of $2.11 billion in convertible senior notes, net of initial purchase discounts and issuance costs, partially offset by the absence of $274.3 million in cash used to purchase capped calls in connection with the issuance of our convertible senior notes from the prior year
|
-
|
increase in taxes paid related to net share settlement of equity awards
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less Than 1
year |
|
1-3 years
|
|
3-5 years
|
|
More Than 5
years |
||||||||||
0.5% Convertible Senior Notes due 2023 (1)
|
|
$
|
1,290,300
|
|
|
$
|
6,325
|
|
|
$
|
12,650
|
|
|
$
|
1,271,325
|
|
|
$
|
—
|
|
1.125% Convertible Senior Notes due 2025 (1)
|
|
920,719
|
|
|
9,703
|
|
|
19,406
|
|
|
19,406
|
|
|
872,204
|
|
|||||
Operating lease commitments (2)
|
|
362,563
|
|
|
37,799
|
|
|
105,014
|
|
|
66,448
|
|
|
153,302
|
|
|||||
Purchase obligations (3)
|
|
80,453
|
|
|
30,826
|
|
|
38,868
|
|
|
9,255
|
|
|
1,504
|
|
|||||
Total
|
|
$
|
2,654,035
|
|
|
$
|
84,653
|
|
|
$
|
175,938
|
|
|
$
|
1,366,434
|
|
|
$
|
1,027,010
|
|
(1)
|
Total future payments related to our Convertible Senior Notes due 2023 includes $1.265 billion principal amount and future interest payments of $25.3 million. Total future payments related to our Convertible Senior Notes due 2025 includes $862.5 million principal amount and future interest payments of $58.2 million. For more information on our convertible senior notes, refer to Note 7 of our accompanying Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
|
(2)
|
We have entered into sublease agreements for portions of our office space and the future rental income of $2.6 million from these agreements has been included as an offset to our future minimum rental payments.
|
(3)
|
Purchase obligations relate primarily to IT and product infrastructure costs, enterprise subscription agreements, and sales and marketing costs.
|
Fiscal Period (In thousands)
|
|
Future Payments (1)
|
||
Fiscal 2020
|
|
$
|
30,976
|
|
Fiscal 2021
|
|
48,195
|
|
|
Fiscal 2022
|
|
48,126
|
|
|
Fiscal 2023
|
|
44,018
|
|
|
Fiscal 2024
|
|
40,636
|
|
|
Thereafter
|
|
253,856
|
|
|
Total future minimum lease payments (2)
|
|
$
|
465,807
|
|
(1)
|
Amounts based on Topic 840, Leases.
|
(2)
|
We entered into sublease agreements for portions of our office space and the future rental income of $2.3 million from these agreements have been included as an offset to our future minimum rental payments.
|
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
|
Item 8. Financial Statements and Supplementary Data
|
|
|
Page No.
|
|
||
|
||
|
||
|
||
|
||
|
||
|
(In thousands, except share and per share amounts)
|
|
January 31, 2020
|
|
January 31, 2019
|
||||
Assets
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
778,653
|
|
|
$
|
1,876,165
|
|
Investments, current
|
|
976,508
|
|
|
881,220
|
|
||
Accounts receivable, net
|
|
838,743
|
|
|
469,658
|
|
||
Prepaid expenses and other current assets
|
|
129,839
|
|
|
73,197
|
|
||
Deferred commissions, current
|
|
99,072
|
|
|
78,223
|
|
||
Total current assets
|
|
2,822,815
|
|
|
3,378,463
|
|
||
Investments, non-current
|
|
35,370
|
|
|
110,588
|
|
||
Accounts receivable, non-current
|
|
468,934
|
|
|
155,471
|
|
||
Operating lease right-of-use assets
|
|
267,086
|
|
|
—
|
|
||
Property and equipment, net
|
|
156,928
|
|
|
158,276
|
|
||
Intangible assets, net
|
|
238,415
|
|
|
91,622
|
|
||
Goodwill
|
|
1,292,840
|
|
|
503,388
|
|
||
Deferred commissions, non-current
|
|
88,990
|
|
|
64,766
|
|
||
Other assets
|
|
68,093
|
|
|
37,669
|
|
||
Total assets
|
|
$
|
5,439,471
|
|
|
$
|
4,500,243
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
18,938
|
|
|
$
|
20,418
|
|
Accrued compensation
|
|
286,159
|
|
|
226,061
|
|
||
Accrued expenses and other liabilities
|
|
177,822
|
|
|
125,641
|
|
||
Deferred revenue, current
|
|
829,377
|
|
|
673,018
|
|
||
Total current liabilities
|
|
1,312,296
|
|
|
1,045,138
|
|
||
Convertible senior notes, net
|
|
1,714,630
|
|
|
1,634,474
|
|
||
Operating lease liabilities
|
|
235,631
|
|
|
—
|
|
||
Deferred revenue, non-current
|
|
176,832
|
|
|
204,929
|
|
||
Other liabilities, non-current
|
|
653
|
|
|
95,245
|
|
||
Total non-current liabilities
|
|
2,127,746
|
|
|
1,934,648
|
|
||
Total liabilities
|
|
3,440,042
|
|
|
2,979,786
|
|
||
Commitments and contingencies (Notes 3 and 4)
|
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
|
|
|
||
Preferred stock: $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding at January 31, 2020 and January 31, 2019
|
|
—
|
|
|
—
|
|
||
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 157,787,548 shares issued and outstanding at January 31, 2020, and 149,167,298 shares issued and outstanding at January 31, 2019
|
|
157
|
|
|
149
|
|
||
Accumulated other comprehensive loss
|
|
(5,312
|
)
|
|
(2,506
|
)
|
||
Additional paid-in capital
|
|
3,566,055
|
|
|
2,754,858
|
|
||
Accumulated deficit
|
|
(1,561,471
|
)
|
|
(1,232,044
|
)
|
||
Total stockholders’ equity
|
|
1,999,429
|
|
|
1,520,457
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
5,439,471
|
|
|
$
|
4,500,243
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands, except per share amounts)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|||
License
|
|
$
|
1,373,367
|
|
|
$
|
1,030,277
|
|
|
$
|
741,302
|
|
Maintenance and services
|
|
985,559
|
|
|
772,733
|
|
|
567,830
|
|
|||
Total revenues
|
|
2,358,926
|
|
|
1,803,010
|
|
|
1,309,132
|
|
|||
Cost of revenues (1)
|
|
|
|
|
|
|
|
|
|
|||
License
|
|
24,116
|
|
|
22,527
|
|
|
13,398
|
|
|||
Maintenance and services
|
|
405,672
|
|
|
322,149
|
|
|
243,011
|
|
|||
Total cost of revenues
|
|
429,788
|
|
|
344,676
|
|
|
256,409
|
|
|||
Gross profit
|
|
1,929,138
|
|
|
1,458,334
|
|
|
1,052,723
|
|
|||
Operating expenses (1)
|
|
|
|
|
|
|
|
|
|
|||
Research and development
|
|
619,800
|
|
|
441,969
|
|
|
301,114
|
|
|||
Sales and marketing
|
|
1,263,873
|
|
|
1,029,950
|
|
|
777,876
|
|
|||
General and administrative
|
|
332,602
|
|
|
237,588
|
|
|
159,143
|
|
|||
Total operating expenses
|
|
2,216,275
|
|
|
1,709,507
|
|
|
1,238,133
|
|
|||
Operating loss
|
|
(287,137
|
)
|
|
(251,173
|
)
|
|
(185,410
|
)
|
|||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
|
|||
Interest income
|
|
54,142
|
|
|
31,458
|
|
|
8,943
|
|
|||
Interest expense
|
|
(96,249
|
)
|
|
(41,963
|
)
|
|
(8,794
|
)
|
|||
Other income (expense), net
|
|
(2,407
|
)
|
|
(1,513
|
)
|
|
(3,600
|
)
|
|||
Total interest and other income (expense), net
|
|
(44,514
|
)
|
|
(12,018
|
)
|
|
(3,451
|
)
|
|||
Loss before income taxes
|
|
(331,651
|
)
|
|
(263,191
|
)
|
|
(188,861
|
)
|
|||
Provision for income taxes
|
|
5,017
|
|
|
12,386
|
|
|
1,357
|
|
|||
Net loss
|
|
$
|
(336,668
|
)
|
|
$
|
(275,577
|
)
|
|
$
|
(190,218
|
)
|
|
|
|
|
|
|
|
|
|
|
|||
Basic and diluted net loss per share
|
|
$
|
(2.22
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(1.36
|
)
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average shares used in computing basic and diluted net loss per share
|
|
151,949
|
|
|
145,707
|
|
|
139,866
|
|
(1)
|
Amounts include stock-based compensation expense, as follows:
|
Cost of revenues
|
|
$
|
44,399
|
|
|
$
|
37,501
|
|
|
$
|
33,605
|
|
Research and development
|
|
185,262
|
|
|
137,171
|
|
|
106,690
|
|
|||
Sales and marketing
|
|
216,276
|
|
|
190,422
|
|
|
159,240
|
|
|||
General and administrative
|
|
99,487
|
|
|
76,836
|
|
|
58,928
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Net loss
|
|
$
|
(336,668
|
)
|
|
$
|
(275,577
|
)
|
|
$
|
(190,218
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) on investments (net of tax)
|
|
1,114
|
|
|
1,279
|
|
|
(911
|
)
|
|||
Foreign currency translation adjustments
|
|
(3,920
|
)
|
|
(3,941
|
)
|
|
4,080
|
|
|||
Total other comprehensive income (loss)
|
|
(2,806
|
)
|
|
(2,662
|
)
|
|
3,169
|
|
|||
Comprehensive loss
|
|
$
|
(339,474
|
)
|
|
$
|
(278,239
|
)
|
|
$
|
(187,049
|
)
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
||||
Net loss
|
|
$
|
(336,668
|
)
|
|
$
|
(275,577
|
)
|
|
$
|
(190,218
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
67,661
|
|
|
52,430
|
|
|
40,941
|
|
|||
Amortization of deferred commissions
|
|
104,353
|
|
|
77,867
|
|
|
46,653
|
|
|||
Amortization of investment premiums, net (accretion of discounts)
|
|
(9,553
|
)
|
|
(4,743
|
)
|
|
259
|
|
|||
Amortization of debt discount and issuance costs
|
|
80,156
|
|
|
28,019
|
|
|
—
|
|
|||
Stock-based compensation
|
|
545,424
|
|
|
441,930
|
|
|
358,463
|
|
|||
Disposal of property and equipment
|
|
1,974
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(6,120
|
)
|
|
(4,064
|
)
|
|
(4,822
|
)
|
|||
Non-cash facility exit adjustment
|
|
—
|
|
|
—
|
|
|
(5,191
|
)
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(679,891
|
)
|
|
(220,940
|
)
|
|
(150,953
|
)
|
|||
Prepaid expenses and other assets
|
|
(78,582
|
)
|
|
6,970
|
|
|
(45,611
|
)
|
|||
Deferred commissions
|
|
(149,426
|
)
|
|
(130,485
|
)
|
|
(76,756
|
)
|
|||
Accounts payable
|
|
(5,441
|
)
|
|
9,240
|
|
|
3,409
|
|
|||
Accrued compensation
|
|
58,898
|
|
|
81,213
|
|
|
44,484
|
|
|||
Accrued expenses and other liabilities
|
|
(187
|
)
|
|
30,751
|
|
|
9,967
|
|
|||
Deferred revenue
|
|
119,766
|
|
|
203,843
|
|
|
232,279
|
|
|||
Net cash provided by (used in) operating activities
|
|
(287,636
|
)
|
|
296,454
|
|
|
262,904
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
||||
Purchases of investments
|
|
(1,086,317
|
)
|
|
(1,109,852
|
)
|
|
(645,762
|
)
|
|||
Maturities of investments
|
|
1,080,812
|
|
|
754,138
|
|
|
687,485
|
|
|||
Acquisitions, net of cash acquired
|
|
(594,870
|
)
|
|
(394,910
|
)
|
|
(59,350
|
)
|
|||
Purchases of property and equipment
|
|
(101,119
|
)
|
|
(23,160
|
)
|
|
(20,503
|
)
|
|||
Capitalized software development costs
|
|
(2,589
|
)
|
|
—
|
|
|
—
|
|
|||
Other investment activities
|
|
(3,898
|
)
|
|
(5,494
|
)
|
|
(375
|
)
|
|||
Net cash used in investing activities
|
|
(707,981
|
)
|
|
(779,278
|
)
|
|
(38,505
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
||||
Proceeds from the exercise of stock options
|
|
3,543
|
|
|
1,953
|
|
|
4,175
|
|
|||
Proceeds from employee stock purchase plan
|
|
60,383
|
|
|
46,342
|
|
|
34,044
|
|
|||
Proceeds from the issuance of convertible senior notes, net of issuance costs
|
|
—
|
|
|
2,105,296
|
|
|
—
|
|
|||
Purchase of capped calls
|
|
—
|
|
|
(274,275
|
)
|
|
—
|
|
|||
Taxes paid related to net share settlement of equity awards
|
|
(164,160
|
)
|
|
(63,369
|
)
|
|
(137,830
|
)
|
|||
Repayment of financing lease obligation
|
|
—
|
|
|
(2,522
|
)
|
|
(1,808
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(100,234
|
)
|
|
1,813,425
|
|
|
(101,419
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,661
|
)
|
|
(383
|
)
|
|
1,621
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(1,097,512
|
)
|
|
1,330,218
|
|
|
124,601
|
|
|||
Cash and cash equivalents at beginning of period
|
|
1,876,165
|
|
|
545,947
|
|
|
421,346
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
778,653
|
|
|
$
|
1,876,165
|
|
|
$
|
545,947
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures
|
|
|
|
|
|
|
|
|
||||
Cash paid for income taxes
|
|
$
|
17,413
|
|
|
$
|
6,639
|
|
|
$
|
6,480
|
|
Cash paid for interest
|
|
15,761
|
|
|
8,183
|
|
|
8,150
|
|
|||
Non-cash investing and financing activities
|
|
|
|
|
|
|
||||||
Increase in accrued purchases of property and equipment
|
|
1,329
|
|
|
666
|
|
|
132
|
|
|||
Equity consideration for acquisitions
|
|
364,275
|
|
|
—
|
|
|
—
|
|
|||
Vesting of early exercised options
|
|
784
|
|
|
—
|
|
|
—
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
(In thousands, except share amounts)
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|||||||||||
Balances at January 31, 2017
|
|
137,169,481
|
|
|
$
|
137
|
|
|
$
|
1,828,821
|
|
|
$
|
(3,013
|
)
|
|
$
|
(765,653
|
)
|
|
$
|
1,060,292
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
358,463
|
|
|
—
|
|
|
—
|
|
|
358,463
|
|
|||||
Issuance of common stock upon exercise of options
|
|
1,428,602
|
|
|
1
|
|
|
4,170
|
|
|
—
|
|
|
—
|
|
|
4,171
|
|
|||||
Vesting of restricted stock units
|
|
3,515,384
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Taxes paid related to net share settlement of equity awards
|
|
—
|
|
|
—
|
|
|
(138,604
|
)
|
|
—
|
|
|
—
|
|
|
(138,604
|
)
|
|||||
Issuance of common stock upon ESPP purchase
|
|
721,656
|
|
|
1
|
|
|
34,043
|
|
|
—
|
|
|
—
|
|
|
34,044
|
|
|||||
Unrealized loss from investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(911
|
)
|
|
—
|
|
|
(911
|
)
|
|||||
Net change in cumulative translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,080
|
|
|
—
|
|
|
4,080
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190,218
|
)
|
|
(190,218
|
)
|
|||||
Balances at January 31, 2018
|
|
142,835,123
|
|
|
143
|
|
|
2,086,893
|
|
|
156
|
|
|
(955,871
|
)
|
|
1,131,321
|
|
|||||
Cumulative-effect adjustment from adoption of ASU 2016-16
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(596
|
)
|
|
(603
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
441,930
|
|
|
—
|
|
|
—
|
|
|
441,930
|
|
|||||
Issuance of common stock upon exercise of options
|
|
267,226
|
|
|
—
|
|
|
1,951
|
|
|
—
|
|
|
—
|
|
|
1,951
|
|
|||||
Vesting of restricted stock units
|
|
4,583,333
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Issuance of restricted stock awards
|
|
824,605
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Fair value of replacement equity awards attributable to pre-acquisition service
|
|
—
|
|
|
—
|
|
|
15,776
|
|
|
—
|
|
|
—
|
|
|
15,776
|
|
|||||
Taxes paid related to net share settlement of equity awards
|
|
—
|
|
|
—
|
|
|
(62,590
|
)
|
|
—
|
|
|
—
|
|
|
(62,590
|
)
|
|||||
Issuance of common stock upon ESPP purchase
|
|
657,011
|
|
|
1
|
|
|
46,339
|
|
|
—
|
|
|
—
|
|
|
46,340
|
|
|||||
Equity component of convertible senior notes, net
|
|
—
|
|
|
—
|
|
|
498,841
|
|
|
—
|
|
|
—
|
|
|
498,841
|
|
|||||
Purchase of capped calls
|
|
—
|
|
|
—
|
|
|
(274,275
|
)
|
|
—
|
|
|
—
|
|
|
(274,275
|
)
|
|||||
Unrealized gain from investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,279
|
|
|
—
|
|
|
1,279
|
|
|||||
Net change in cumulative translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,941
|
)
|
|
—
|
|
|
(3,941
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275,577
|
)
|
|
(275,577
|
)
|
|||||
Balances at January 31, 2019
|
|
149,167,298
|
|
|
149
|
|
|
2,754,858
|
|
|
(2,506
|
)
|
|
(1,232,044
|
)
|
|
1,520,457
|
|
|||||
Cumulative-effect adjustment from adoption of ASU 2016-02
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,241
|
|
|
7,241
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
545,424
|
|
|
—
|
|
|
—
|
|
|
545,424
|
|
|||||
Capitalized software development costs
|
|
—
|
|
|
—
|
|
|
951
|
|
|
—
|
|
|
—
|
|
|
951
|
|
|||||
Issuance of common stock upon exercise of options
|
|
329,155
|
|
|
—
|
|
|
3,543
|
|
|
—
|
|
|
—
|
|
|
3,543
|
|
|||||
Vesting of restricted stock units
|
|
4,003,765
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Issuance of restricted stock awards
|
|
641,382
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Issuance of common stock from acquisitions
|
|
2,948,471
|
|
|
3
|
|
|
344,569
|
|
|
—
|
|
|
—
|
|
|
344,572
|
|
|||||
Fair value of replacement equity awards attributable to pre-acquisition service
|
|
—
|
|
|
—
|
|
|
19,703
|
|
|
—
|
|
|
—
|
|
|
19,703
|
|
|||||
Vesting of early exercised options
|
|
—
|
|
|
—
|
|
|
784
|
|
|
—
|
|
|
—
|
|
|
784
|
|
|||||
Taxes paid related to net share settlement of equity awards
|
|
—
|
|
|
—
|
|
|
(164,160
|
)
|
|
—
|
|
|
—
|
|
|
(164,160
|
)
|
|||||
Issuance of common stock upon ESPP purchase
|
|
697,477
|
|
|
—
|
|
|
60,383
|
|
|
—
|
|
|
—
|
|
|
60,383
|
|
|||||
Unrealized gain from investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,114
|
|
|
—
|
|
|
1,114
|
|
|||||
Net change in cumulative translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,920
|
)
|
|
—
|
|
|
(3,920
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(336,668
|
)
|
|
(336,668
|
)
|
|||||
Balances at January 31, 2020
|
|
157,787,548
|
|
|
$
|
157
|
|
|
$
|
3,566,055
|
|
|
$
|
(5,312
|
)
|
|
$
|
(1,561,471
|
)
|
|
$
|
1,999,429
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Balance at beginning of period
|
|
$
|
445
|
|
|
$
|
467
|
|
|
$
|
475
|
|
Add: bad debt expense
|
|
1,062
|
|
|
—
|
|
|
—
|
|
|||
Less: write-offs, net of recoveries
|
|
(504
|
)
|
|
(22
|
)
|
|
(8
|
)
|
|||
Balance at end of period
|
|
$
|
1,003
|
|
|
$
|
445
|
|
|
$
|
467
|
|
Property and Equipment
|
|
Useful Life
|
Computer equipment and software
|
|
3 years
|
Furniture and fixtures
|
|
5 years
|
Leasehold improvements
|
|
Shorter of the useful life of the asset or the lease term
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Consolidated Financial Statements (or Other Significant Matters)
|
Accounting Standards Update (“ASU”) No. 2018-15 (Subtopic 350-40), Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
|
The standard aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred for an internal-use software license.
|
|
We early adopted this new standard as of May 1, 2019.
|
|
The adoption of this new standard did not have a material impact on our consolidated financial statements.
|
ASU No. 2018-13 (Topic 820), Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
|
|
The new standard no longer requires disclosure of the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted-average used to develop significant unobservable inputs for Level 3 fair value measurements.
|
|
We adopted this new standard as of February 1, 2019.
|
|
The adoption of this new standard did not have a material impact on our consolidated financial statements.
|
ASU No. 2016-02 (Topic 842), Leases
|
|
The new standard supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840, Leases. The standard requires an entity to recognize right-of-use assets and lease liabilities arising from a lease for operating leases, initially measured at the present value of the lease payments on the consolidated balance sheets. The impact of such leases on the consolidated statements of operations and cash flows will continue to be treated in a similar manner under current GAAP. The standard also requires additional qualitative and quantitative disclosures. In July 2018, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, was issued which clarifies the codification or corrects unintended application of the guidance.
|
|
We adopted this new standard as of February 1, 2019, using the cumulative-effect transition method recognized as of the date of initial application, as amended by ASU No. 2018-11. Under this method, we are not required to restate or disclose the effects of applying Topic 842 for comparative periods.
|
|
As the result of our adoption, we recognized Operating lease right-of-use assets of $199.8 million and current and non-current Operating lease liabilities of $211.9 million on our consolidated balance sheets at February 1, 2019. Additionally, we recorded a decrease to our opening accumulated deficit of approximately $7.2 million related to the derecognition of build-to-suit lease assets and liabilities.
We have updated our accounting policies, systems, processes and internal controls, and have allocated internal and external resources to assist us during our implementation efforts.
We applied the following practical expedients as permitted under Topic 842: (i) we elected to account for lease and non-lease components as a single lease component, and (ii) we elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward (1) our historical lease classification, (2) our assessment on whether a contract was or contains a lease, and (3) our initial direct costs for leases that existed prior to January 31, 2019.
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Consolidated Financial Statements (or Other Significant Matters)
|
ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
|
|
The amendments in this ASU simplify the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance to improve consistent application. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis.
|
|
First quarter of fiscal 2022.
|
|
We are currently evaluating the impact of this standard on our consolidated financial statements.
|
ASU No. 2016-13 (Topic 326), Financial Instruments - Credit Losses
|
|
The amendments in this update require a financial asset (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans and held-to-maturity debt securities.
|
|
First quarter of fiscal 2021.
|
|
We do not expect a material impact on our consolidated financial statements upon adoption.
|
|
|
January 31,
|
||||||||||||||||||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||||||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
138,999
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
138,999
|
|
|
$
|
46,310
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,310
|
|
U.S. treasury securities
|
|
—
|
|
|
875,180
|
|
|
—
|
|
|
875,180
|
|
|
—
|
|
|
980,940
|
|
|
—
|
|
|
980,940
|
|
||||||||
Corporate bonds
|
|
—
|
|
|
124,972
|
|
|
—
|
|
|
124,972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Commercial paper
|
|
—
|
|
|
4,994
|
|
|
—
|
|
|
4,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|
4,744
|
|
|
4,744
|
|
||||||||
Reported as:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
$
|
147,034
|
|
|
|
|
|
|
|
|
|
|
|
$
|
46,311
|
|
||||||
Investments, current
|
|
|
|
|
|
|
|
976,508
|
|
|
|
|
|
|
|
|
881,220
|
|
||||||||||||||
Investments, non-current
|
|
|
|
|
|
|
|
22,603
|
|
|
|
|
|
|
|
|
104,463
|
|
||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
1,146,145
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,031,994
|
|
(In thousands)
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
$
|
8,035
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,035
|
|
Investments, current:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
866,578
|
|
|
590
|
|
|
(23
|
)
|
|
867,145
|
|
||||
Corporate bonds
|
|
103,848
|
|
|
521
|
|
|
—
|
|
|
104,369
|
|
||||
Commercial paper
|
|
4,991
|
|
|
3
|
|
|
—
|
|
|
4,994
|
|
||||
Investments, non-current:
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
|
20,444
|
|
|
159
|
|
|
—
|
|
|
20,603
|
|
||||
Total available-for-sale investments
|
|
$
|
1,003,896
|
|
|
$
|
1,273
|
|
|
$
|
(23
|
)
|
|
$
|
1,005,146
|
|
(In thousands)
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Investments, current:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
$
|
881,206
|
|
|
$
|
131
|
|
|
$
|
(117
|
)
|
|
$
|
881,220
|
|
Investments, non-current:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
99,597
|
|
|
134
|
|
|
(11
|
)
|
|
99,720
|
|
||||
Total available-for-sale investments
|
|
$
|
980,803
|
|
|
$
|
265
|
|
|
$
|
(128
|
)
|
|
$
|
980,940
|
|
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
January 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury securities
|
|
$
|
129,149
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129,149
|
|
|
$
|
(23
|
)
|
Corporate bonds
|
|
7,504
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,504
|
|
|
—
|
|
||||||
Total
|
|
$
|
136,653
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
136,653
|
|
|
$
|
(23
|
)
|
January 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury securities
|
|
$
|
582,761
|
|
|
$
|
(128
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
582,761
|
|
|
$
|
(128
|
)
|
Total
|
|
$
|
582,761
|
|
|
$
|
(128
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
582,761
|
|
|
$
|
(128
|
)
|
(In thousands)
|
|
January 31, 2020
|
||
Due within one year
|
|
$
|
984,543
|
|
Due within one to two years
|
|
20,603
|
|
|
Total
|
|
$
|
1,005,146
|
|
|
|
January 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Equity investments without readily determinable fair values
|
|
$
|
10,744
|
|
|
$
|
5,000
|
|
Equity investments under the equity method of accounting
|
|
2,023
|
|
|
1,125
|
|
||
Total
|
|
$
|
12,767
|
|
|
$
|
6,125
|
|
|
|
January 31, 2020
|
|
Weighted-average remaining lease term (in years)
|
|
8.00
|
|
Weighted-average discount rate
|
|
5.98
|
%
|
Fiscal Period (In thousands)
|
|
Future Payments (1)
|
||
Fiscal 2021
|
|
$
|
37,799
|
|
Fiscal 2022
|
|
55,970
|
|
|
Fiscal 2023
|
|
49,044
|
|
|
Fiscal 2024
|
|
36,800
|
|
|
Fiscal 2025
|
|
29,648
|
|
|
Thereafter
|
|
153,302
|
|
|
Total lease payments
|
|
362,563
|
|
|
Less imputed interest
|
|
(82,136
|
)
|
|
Total current and non-current operating lease liabilities (2)
|
|
$
|
280,427
|
|
(1)
|
Amounts based on Topic 842, Leases, which we adopted on February 1, 2019.
|
(2)
|
The current portion of our operating lease liabilities is included in “Accrued expenses and other liabilities” on our consolidated balance sheets.
|
Fiscal Period (In thousands)
|
|
Future Payments (1)
|
||
Fiscal 2020
|
|
$
|
30,976
|
|
Fiscal 2021
|
|
48,195
|
|
|
Fiscal 2022
|
|
48,126
|
|
|
Fiscal 2023
|
|
44,018
|
|
|
Fiscal 2024
|
|
40,636
|
|
|
Thereafter
|
|
253,856
|
|
|
Total future minimum lease payments (2)
|
|
$
|
465,807
|
|
(1)
|
Amounts based on Topic 840, Leases.
|
(2)
|
We entered into sublease agreements for portions of our office space and the future rental income of $2.3 million from these agreements were included as an offset to our future minimum rental payments.
|
|
|
Fiscal Year Ended
|
||
(In thousands)
|
|
January 31, 2020
|
||
Cash paid for operating lease liabilities
|
|
$
|
51,929
|
|
Operating lease liabilities arising from obtaining right-of-use assets
|
|
90,320
|
|
|
|
January 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Computer equipment and software
|
|
$
|
109,892
|
|
|
$
|
79,887
|
|
Furniture and fixtures
|
|
28,568
|
|
|
18,872
|
|
||
Leasehold and building improvements (1)
|
|
141,965
|
|
|
79,064
|
|
||
Building (2)
|
|
—
|
|
|
82,250
|
|
||
Property and equipment, gross
|
|
280,425
|
|
|
260,073
|
|
||
Less: accumulated depreciation and amortization
|
|
(123,497
|
)
|
|
(101,797
|
)
|
||
Property and equipment, net
|
|
$
|
156,928
|
|
|
$
|
158,276
|
|
(1)
|
Includes costs related to assets not yet placed into service of $46.5 million and $11.3 million, as of January 31, 2020 and 2019, respectively.
|
(2)
|
This relates to the capitalization of construction costs under ASC Topic 840, Leases, in connection with our financing lease obligation, where we were considered the owner of the asset, for accounting purposes only, during the period ended January 31, 2019. The corresponding long-term liability for this obligation was included in “Other liabilities, non-current" on our consolidated balance sheets. As part of our adoption of Topic 842, we derecognized the assets and liabilities related to the financing lease obligation at February 1, 2019. Refer to Note 4 “Leases” for details.
|
|
|
January 31,
|
||||||
(In thousands)
|
|
2020 (1)
|
|
2019
|
||||
United States
|
|
$
|
362,586
|
|
|
$
|
147,659
|
|
International
|
|
61,428
|
|
|
10,617
|
|
||
Total long-lived assets
|
|
$
|
424,014
|
|
|
$
|
158,276
|
|
(1)
|
Includes operating lease right-of-use assets under ASC Topic 842, Leases, which we adopted on February 1, 2019.
|
(In thousands, except useful life)
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
108,800
|
|
|
84
|
Customer relationships
|
|
60,900
|
|
|
60
|
|
Other acquired intangible assets
|
|
4,000
|
|
|
36
|
|
Total intangible assets acquired
|
|
$
|
173,700
|
|
|
|
(In thousands, except useful life)
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
8,000
|
|
|
60
|
Total intangible assets acquired
|
|
$
|
8,000
|
|
|
|
(In thousands, except useful life)
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
3,600
|
|
|
36
|
Total intangible assets acquired
|
|
$
|
3,600
|
|
|
|
(In thousands, except useful life)
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
34,400
|
|
|
84
|
Customer relationships
|
|
9,700
|
|
|
60
|
|
Total intangible assets acquired
|
|
$
|
44,100
|
|
|
|
(In thousands, except useful life)
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
11,700
|
|
|
84
|
Customer relationships
|
|
9,400
|
|
|
60
|
|
Total intangible assets acquired
|
|
$
|
21,100
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
||||||
(In thousands, except per share amounts)
|
|
2020
|
|
2019
|
||||
Revenue
|
|
$
|
2,376,181
|
|
|
$
|
1,822,576
|
|
Net loss
|
|
$
|
(434,998
|
)
|
|
$
|
(421,198
|
)
|
(In thousands, except useful life)
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
8,320
|
|
|
36
|
Other acquired intangible assets
|
|
1,790
|
|
|
24
|
|
Total intangible assets acquired
|
|
$
|
10,110
|
|
|
|
(In thousands, except useful life)
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
3,500
|
|
|
48
|
Other acquired intangible assets
|
|
300
|
|
|
24
|
|
Total intangible assets acquired
|
|
$
|
3,800
|
|
|
|
(In thousands, except useful life)
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
11,310
|
|
|
36
|
Total intangible assets acquired
|
|
$
|
11,310
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Beginning balance
|
|
$
|
503,388
|
|
|
$
|
161,382
|
|
Goodwill acquired
|
|
789,452
|
|
|
342,006
|
|
||
Ending balance
|
|
$
|
1,292,840
|
|
|
$
|
503,388
|
|
(In thousands, except useful life)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-Average Remaining Useful Life
(months)
|
||||||
Developed technology
|
|
$
|
252,530
|
|
|
$
|
(87,112
|
)
|
|
$
|
165,418
|
|
|
68
|
Customer relationships
|
|
81,810
|
|
|
(12,403
|
)
|
|
69,407
|
|
|
53
|
|||
Other acquired intangible assets
|
|
7,270
|
|
|
(3,680
|
)
|
|
3,590
|
|
|
32
|
|||
Total intangible assets subject to amortization
|
|
$
|
341,610
|
|
|
$
|
(103,195
|
)
|
|
$
|
238,415
|
|
|
|
(In thousands, except useful life)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-Average Remaining Useful Life
(months)
|
||||||
Developed technology
|
|
$
|
132,100
|
|
|
$
|
(57,596
|
)
|
|
$
|
74,504
|
|
|
52
|
Customer relationships
|
|
20,910
|
|
|
(4,523
|
)
|
|
16,387
|
|
|
52
|
|||
Other acquired intangible assets
|
|
3,270
|
|
|
(2,539
|
)
|
|
731
|
|
|
9
|
|||
Total intangible assets subject to amortization
|
|
$
|
156,280
|
|
|
$
|
(64,658
|
)
|
|
$
|
91,622
|
|
|
|
Fiscal Period
(In thousands)
|
|
Expected Amortization Expense
|
||
Fiscal 2021
|
|
$
|
55,706
|
|
Fiscal 2022
|
|
45,567
|
|
|
Fiscal 2023
|
|
41,525
|
|
|
Fiscal 2024
|
|
37,015
|
|
|
Fiscal 2025
|
|
31,182
|
|
|
Thereafter
|
|
27,420
|
|
|
Total amortization expense
|
|
$
|
238,415
|
|
•
|
during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the relevant series of Notes on each applicable trading day;
|
•
|
during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price (as defined in the indenture governing the relevant series of notes) per $1,000 principal amount of the relevant series of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the relevant series of Notes on each such trading day;
|
•
|
if we call the relevant series of Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
|
•
|
upon the occurrence of specified corporate events as set forth in the relevant indenture.
|
(In thousands)
|
|
2023 Notes
|
|
2025 Notes
|
||||
Liability component:
|
|
|
|
|
||||
Principal amount
|
|
$
|
1,265,000
|
|
|
$
|
862,500
|
|
Unamortized discount
|
|
(201,093
|
)
|
|
(198,468
|
)
|
||
Unamortized issuance costs
|
|
(7,848
|
)
|
|
(5,461
|
)
|
||
Net carrying amount
|
|
$
|
1,056,059
|
|
|
$
|
658,571
|
|
|
|
|
|
|
||||
Equity component, net of purchase discounts and issuance costs
|
|
$
|
264,129
|
|
|
$
|
234,712
|
|
(In thousands)
|
|
Fiscal Year Ended January 31, 2020
|
|
Fiscal Year Ended January 31, 2019
|
||||
2023 Notes:
|
|
|
|
|
||||
Coupon interest expense
|
|
$
|
6,324
|
|
|
$
|
2,266
|
|
Amortization of debt discount (conversion option)
|
|
48,767
|
|
|
17,055
|
|
||
Amortization of debt issuance costs and purchase discounts
|
|
1,904
|
|
|
666
|
|
||
Total interest expense related to the 2023 Notes
|
|
$
|
56,995
|
|
|
$
|
19,987
|
|
|
|
|
|
|
||||
2025 Notes:
|
|
|
|
|
||||
Coupon interest expense
|
|
$
|
9,704
|
|
|
$
|
3,477
|
|
Amortization of debt discount (conversion option)
|
|
28,697
|
|
|
10,023
|
|
||
Amortization of debt issuance costs and purchase discounts
|
|
789
|
|
|
276
|
|
||
Total interest expense related to the 2025 Notes
|
|
$
|
39,190
|
|
|
$
|
13,776
|
|
|
|
|
|
Options Outstanding
|
|
RSUs and PSUs
Outstanding |
|||||||||||||
|
|
Available
for Grant |
|
Shares
|
|
Weighted-
Average Exercise Price Per Share |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (1) |
|
Shares
|
|||||||
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|||||||
Balances as of January 31, 2019
|
|
17,082,136
|
|
|
409,039
|
|
|
$
|
10.69
|
|
|
3.36
|
|
$
|
46,693
|
|
|
13,098,607
|
|
Additional shares authorized
|
|
7,458,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options granted (2)
|
|
(814,160
|
)
|
|
814,160
|
|
|
11.04
|
|
|
|
|
|
|
|
||||
Options exercised
|
|
|
|
|
(329,155
|
)
|
|
10.82
|
|
|
|
|
|
|
|
||||
Options forfeited and expired
|
|
70,503
|
|
|
(70,503
|
)
|
|
12.97
|
|
|
|
|
|
|
|
||||
RSUs and PSUs granted
|
|
(7,147,792
|
)
|
|
|
|
|
|
|
|
|
|
|
|
7,147,792
|
|
|||
RSUs and PSUs vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,378,003
|
)
|
|||
RSAs issued
|
|
(421,533
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Shares withheld related to net share settlement of RSUs and PSUs
|
|
1,374,238
|
|
|
|
|
|
|
|
|
|
|
|
||||||
RSUs and PSUs forfeited and canceled
|
|
1,726,746
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,726,746
|
)
|
|||
Balances as of January 31, 2020
|
|
19,328,502
|
|
|
823,541
|
|
|
$
|
10.79
|
|
|
6.61
|
|
$
|
118,978
|
|
|
13,141,650
|
|
Vested and expected to vest
|
|
|
|
791,073
|
|
|
$
|
10.76
|
|
|
6.53
|
|
$
|
114,311
|
|
|
12,213,148
|
|
|
Exercisable as of January 31, 2020
|
|
|
|
283,022
|
|
|
$
|
9.78
|
|
|
3.01
|
|
$
|
41,173
|
|
|
|
(1)
|
The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the closing market price of our common stock as of January 31, 2020.
|
(2)
|
All options granted during fiscal 2020 were equity awards assumed in connection with our acquisitions.
|
|
|
Shares
|
|
Outstanding as of January 31, 2019
|
|
824,605
|
|
RSAs issued (1)
|
|
641,382
|
|
RSAs vested
|
|
(607,965
|
)
|
RSAs forfeited and canceled
|
|
(229
|
)
|
Outstanding as of January 31, 2020
|
|
857,793
|
|
(1)
|
All RSAs issued during fiscal 2020 were equity awards assumed in connection with our acquisitions.
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Cost of revenues
|
|
$
|
44,399
|
|
|
$
|
37,501
|
|
|
$
|
33,605
|
|
Research and development
|
|
185,262
|
|
|
137,171
|
|
|
106,690
|
|
|||
Sales and marketing
|
|
216,276
|
|
|
190,422
|
|
|
159,240
|
|
|||
General and administrative
|
|
99,487
|
|
|
76,836
|
|
|
58,928
|
|
|||
Total stock-based compensation expense
|
|
$
|
545,424
|
|
|
$
|
441,930
|
|
|
$
|
358,463
|
|
|
|
Fiscal Year Ended January 31,
|
||||
|
|
2020
|
|
2019
|
||
Expected volatility (1)
|
|
37.9 - 40.2%
|
|
|
39.5
|
%
|
Risk-free rate
|
|
2.3
|
%
|
|
2.5
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
Expected term (in years)
|
|
4.0
|
|
|
4.0
|
|
(1)
|
Equal weighting of Splunk historical and implied volatility.
|
|
|
Fiscal Year Ended January 31,
|
||||
|
|
2020
|
|
2019
|
||
Expected volatility
|
|
38.5 - 42.8%
|
|
|
33.8 - 44.6%
|
|
Risk-free rate
|
|
1.5 - 1.8%
|
|
|
0.5 - 2.9%
|
|
Dividend yield
|
|
—
|
|
|
—
|
|
Expected term (in years)
|
|
3.0 - 6.4
|
|
|
6.1
|
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
|
2020
|
|
2019
|
|
2018
|
|||
Expected volatility
|
|
37.4 - 46.6%
|
|
|
33.1 - 53.8%
|
|
|
28.4 - 34.5%
|
|
Risk-free rate
|
|
1.6 - 2.0%
|
|
|
2.1 - 2.7%
|
|
|
1.1 - 1.7%
|
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected term (in years)
|
|
0.5 - 1.0
|
|
|
0.5 - 1.0
|
|
|
0.5 - 1.0
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
License
|
|
$
|
1,373,367
|
|
|
$
|
1,030,277
|
|
|
$
|
741,302
|
|
Maintenance, professional services and training
|
|
673,201
|
|
|
601,533
|
|
|
475,330
|
|
|||
Cloud services
|
|
312,358
|
|
|
171,200
|
|
|
92,500
|
|
|||
Total revenues
|
|
$
|
2,358,926
|
|
|
$
|
1,803,010
|
|
|
$
|
1,309,132
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
United States
|
|
$
|
1,676,395
|
|
|
$
|
1,274,361
|
|
|
$
|
931,281
|
|
International
|
|
682,531
|
|
|
528,649
|
|
|
377,851
|
|
|||
Total revenues
|
|
$
|
2,358,926
|
|
|
$
|
1,803,010
|
|
|
$
|
1,309,132
|
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
|
2020
|
|
2019
|
|
2018
|
|||
Channel Partner A
|
|
29
|
%
|
|
32
|
%
|
|
31
|
%
|
Channel Partner B
|
|
19
|
%
|
|
18
|
%
|
|
17
|
%
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
United States
|
|
$
|
(363,053
|
)
|
|
$
|
(289,896
|
)
|
|
$
|
(207,607
|
)
|
International
|
|
31,402
|
|
|
26,705
|
|
|
18,746
|
|
|||
Total
|
|
$
|
(331,651
|
)
|
|
$
|
(263,191
|
)
|
|
$
|
(188,861
|
)
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Current tax provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
316
|
|
|
$
|
7,532
|
|
|
$
|
—
|
|
State
|
|
627
|
|
|
422
|
|
|
301
|
|
|||
Foreign
|
|
10,194
|
|
|
8,496
|
|
|
5,878
|
|
|||
Total current tax provision
|
|
11,137
|
|
|
16,450
|
|
|
6,179
|
|
|||
Deferred tax provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
(2,124
|
)
|
|
(3,313
|
)
|
|
(2,825
|
)
|
|||
State
|
|
(2,213
|
)
|
|
—
|
|
|
(362
|
)
|
|||
Foreign
|
|
(1,783
|
)
|
|
(751
|
)
|
|
(1,635
|
)
|
|||
Total deferred tax provision
|
|
(6,120
|
)
|
|
(4,064
|
)
|
|
(4,822
|
)
|
|||
Total tax provision (benefit)
|
|
$
|
5,017
|
|
|
$
|
12,386
|
|
|
$
|
1,357
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Expected provision (benefit) at U.S. federal statutory rate
|
|
$
|
(69,692
|
)
|
|
$
|
(55,270
|
)
|
|
$
|
(39,661
|
)
|
State income taxes - net of federal benefit
|
|
(10,647
|
)
|
|
(8,904
|
)
|
|
(6,454
|
)
|
|||
Stock-based compensation
|
|
(23,306
|
)
|
|
(26,554
|
)
|
|
(18,893
|
)
|
|||
Research and development tax credits
|
|
(44,274
|
)
|
|
(32,819
|
)
|
|
(18,463
|
)
|
|||
Change in valuation allowance
|
|
146,765
|
|
|
122,614
|
|
|
(104,672
|
)
|
|||
Non-deductible expenses
|
|
5,814
|
|
|
4,767
|
|
|
2,145
|
|
|||
Release of valuation allowance due to acquisitions
|
|
(4,337
|
)
|
|
(3,313
|
)
|
|
(3,187
|
)
|
|||
Impact of the Act
|
|
—
|
|
|
—
|
|
|
190,920
|
|
|||
Base erosion anti-abuse tax
|
|
316
|
|
|
7,532
|
|
|
—
|
|
|||
Non-U.S. tax rate differential
|
|
4,378
|
|
|
4,333
|
|
|
(378
|
)
|
|||
Total tax provision (benefit)
|
|
$
|
5,017
|
|
|
$
|
12,386
|
|
|
$
|
1,357
|
|
|
|
Fiscal Year Ended January 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
594,967
|
|
|
$
|
472,153
|
|
Accrued liabilities
|
|
12,934
|
|
|
13,622
|
|
||
Tax credit carryforwards
|
|
158,250
|
|
|
108,769
|
|
||
Stock-based compensation
|
|
33,245
|
|
|
34,319
|
|
||
Deferred revenue
|
|
37,932
|
|
|
21,549
|
|
||
Operating lease right-of-use assets
|
|
67,233
|
|
|
—
|
|
||
Valuation allowance
|
|
(643,395
|
)
|
|
(481,279
|
)
|
||
Total deferred tax assets
|
|
261,166
|
|
|
169,133
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
(51,033
|
)
|
|
(15,965
|
)
|
||
Deferred revenue
|
|
—
|
|
|
—
|
|
||
Operating lease liabilities
|
|
(64,017
|
)
|
|
—
|
|
||
Deferred commissions
|
|
(45,882
|
)
|
|
(35,125
|
)
|
||
Convertible senior notes
|
|
(96,465
|
)
|
|
(116,023
|
)
|
||
Total deferred tax liabilities
|
|
(257,397
|
)
|
|
(167,113
|
)
|
||
Net deferred taxes
|
|
3,769
|
|
|
2,020
|
|
||
Recorded as:
|
|
|
|
|
||||
Non-current deferred tax assets
|
|
647,164
|
|
|
483,299
|
|
||
Non-current valuation allowance
|
|
(643,395
|
)
|
|
(481,279
|
)
|
||
Net deferred tax assets
|
|
$
|
3,769
|
|
|
$
|
2,020
|
|
(Dollars in thousands)
|
|
Amount
|
|
Expiration years
|
||
Net operating loss, federal (generated in taxable years ended after December 31, 2017)
|
|
$
|
898,398
|
|
|
No expiration
|
Net operating loss, federal (generated in taxable years ended before December 31, 2017)
|
|
1,474,047
|
|
|
2025 - 2037
|
|
Net operating loss, state
|
|
1,576,278
|
|
|
2028 - 2040
|
|
Tax credit, federal (before reserve)
|
|
118,825
|
|
|
2026 - 2040
|
|
Tax credit, state (before reserve, before federal benefits)
|
|
95,214
|
|
|
No expiration
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Balance at beginning of year
|
|
$
|
32,905
|
|
|
$
|
31,802
|
|
|
$
|
16,755
|
|
Increase related to prior year tax positions
|
|
—
|
|
|
—
|
|
|
6,355
|
|
|||
Decrease related to prior year tax positions
|
|
—
|
|
|
(6,035
|
)
|
|
—
|
|
|||
Increase related to current year tax positions
|
|
6,869
|
|
|
7,138
|
|
|
8,692
|
|
|||
Balance at end of year
|
|
$
|
39,774
|
|
|
$
|
32,905
|
|
|
$
|
31,802
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
(In thousands, except per share amounts)
|
|
2020
|
|
2019
|
|
2018
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(336,668
|
)
|
|
$
|
(275,577
|
)
|
|
$
|
(190,218
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
152,653
|
|
|
145,737
|
|
|
139,921
|
|
|||
Less: Weighted-average unvested common shares subject to repurchase or forfeiture
|
|
(704
|
)
|
|
(30
|
)
|
|
(55
|
)
|
|||
Weighted-average shares used to compute net loss per share, basic and diluted
|
|
151,949
|
|
|
145,707
|
|
|
139,866
|
|
|||
Net loss per share, basic and diluted
|
|
$
|
(2.22
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(1.36
|
)
|
|
|
Fiscal Year Ended January 31,
|
|||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
|||
Shares subject to outstanding common stock options
|
|
824
|
|
|
409
|
|
|
623
|
|
Shares subject to outstanding RSUs, PSUs and RSAs
|
|
13,999
|
|
|
13,923
|
|
|
13,080
|
|
Employee stock purchase plan
|
|
548
|
|
|
554
|
|
|
543
|
|
Total
|
|
15,371
|
|
|
14,886
|
|
|
14,246
|
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A. Controls and Procedures
|
Item 9b. Other Information
|
Item 10. Directors, Executive Officers and Corporate Governance
|
Item 11. Executive Compensation
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
|
Item 14. Principal Accountant Fees and Services
|
Item 15. Exhibits and Financial Statement Schedules
|
1.
|
Consolidated Financial Statements: Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” Under Part II, Item 8 of this report.
|
2.
|
Financial Statement Schedules: Financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
|
3.
|
Exhibits: The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
|
Item 16. Form 10-K Summary
|
Exhibit
Number
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Schema Linkbase Document
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Definition Linkbase Document
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Labels Linkbase Document
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
#
|
|
Indicates management contract or compensatory plan.
|
|
|
|
*
|
|
The schedules and other attachments to this exhibit have been omitted. The Registrant agrees to furnish a copy of any omitted schedules or attachments to the SEC upon request.
|
|
|
|
†
|
|
Certain portions of this exhibit have been omitted as the Registrant has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Registrant if publicly disclosed.
|
|
|
|
SIGNATURES
|
|
SPLUNK INC.
|
|
|
|
|
|
By:
|
/s/ Douglas S. Merritt
|
|
|
Douglas S. Merritt
President and Chief Executive Officer |
Signature
|
Title
|
Date
|
|
|
|
/s/ Douglas S. Merritt
|
President and Chief Executive Officer (Principal Executive Officer)
|
March 26, 2020
|
Douglas S. Merritt
|
|
|
|
|
|
/s/ Jason E. Child
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
March 26, 2020
|
Jason E. Child
|
|
|
|
|
|
/s/ Timothy C. Emanuelson
|
Chief Accounting Officer (Principal Accounting Officer)
|
March 26, 2020
|
Timothy C. Emanuelson
|
|
|
|
|
|
/s/ Graham V. Smith
|
Chairman and Director
|
March 26, 2020
|
Graham V. Smith
|
|
|
|
|
|
/s/ Sara J. Baack
|
Director
|
March 26, 2020
|
Sara J. Baack
|
|
|
|
|
|
/s/ Mark T. Carges
|
Director
|
March 26, 2020
|
Mark T. Carges
|
|
|
|
|
|
/s/ John G. Connors
|
Director
|
March 26, 2020
|
John G. Connors
|
|
|
|
|
|
/s/ Patricia B. Morrison
|
Director
|
March 26, 2020
|
Patricia B. Morrison
|
|
|
|
|
|
/s/ Stephen G. Newberry
|
Director
|
March 26, 2020
|
Stephen G. Newberry
|
|
|
|
|
|
/s/ Elisa A. Steele
|
Director
|
March 26, 2020
|
Elisa A. Steele
|
|
|
|
|
|
/s/ Sri Viswanath
|
Director
|
March 26, 2020
|
Sri Viswanath
|
|
|
|
|
|
•
|
1,000,000,000 shares are designated as common stock; and
|
•
|
20,000,000 shares are designated as preferred stock.
|
•
|
prior to the date of the transaction, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
•
|
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
19.
|
Adjustments, Dissolution, Liquidation, Merger or Change in Control.
|
Entity Name
|
Jurisdiction
|
Splunk Cayman Holding Ltd.
|
Cayman Islands
|
Splunk Information Technology (Shanghai) Co., Ltd.
|
Shanghai, PRC
|
Splunk Ireland Limited
|
Ireland
|
Splunk Services Australia Pty. Ltd.
|
Australia
|
Splunk Services Belgium BVBA
|
Belgium
|
Splunk Serviços do Brasil Ltda.
|
Brazil
|
Splunk Services Canada Inc.
|
British Columbia, Canada
|
Splunk Services Cayman Ltd.
|
Cayman Islands
|
Splunk Services France SAS
|
France
|
Splunk Services FZ-LLC
|
Dubai, UAE
|
Splunk Services Germany GmbH
|
Germany
|
Splunk Services Hong Kong Limited
|
Hong Kong
|
Splunk Services India Private Limited
|
India
|
Splunk Services Israel Ltd.
|
Israel
|
Splunk Services Japan GK
|
Japan
|
Splunk Services Korea
|
Republic of Korea
|
Splunk Services LLC
|
Delaware, U.S.
|
Splunk Services Malaysia Sdn. Bhd.
|
Malaysia
|
Splunk Services Netherlands B.V.
|
The Netherlands
|
Splunk Services New Zealand Limited
|
New Zealand
|
Splunk Services Poland sp. z.o.o.
|
Poland
|
Splunk Services Singapore Pte. Ltd.
|
Singapore
|
Splunk Services South Africa (PTY) Ltd.
|
South Africa
|
Splunk Services Sweden AB
|
Sweden
|
Splunk Services UK Limited
|
United Kingdom
|
Splunk Technology Consulting (Beijing) Co., Ltd.
|
Beijing, PRC
|
Caspida, Inc.
|
Delaware, U.S.
|
Drastin Inc.
|
Delaware, U.S.
|
Omnition LLC
|
Delaware, U.S.
|
Phantom Cyber Corporation
|
Delaware, U.S.
|
Phantom International, LLC
|
Delaware, U.S.
|
SignalFx Australia Pty Ltd
|
Australia
|
SignalFx France SARL
|
France
|
SignalFx Germany GmbH
|
Germany
|
SignalFx LLC
|
Delaware, U.S.
|
SignalFx Netherlands B.V.
|
The Netherlands
|
SignalFx Sweden AB
|
Sweden
|
SignalFx UK Limited
|
United Kingdom
|
SignalSense, Inc.
|
Washington, U.S.
|
VictorOps, Inc.
|
Delaware, U.S.
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
Date: March 26, 2020
|
|
|
/s/ Douglas S. Merritt
|
|
Douglas S. Merritt
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: March 26, 2020
|
|
|
/s/ Jason E. Child
|
|
Jason E. Child
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
/s/ Douglas S. Merritt
|
|
|
Douglas S. Merritt
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
/s/ Jason E. Child
|
|
|
Jason E. Child
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|