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☒
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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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100 First Street, Suite 600
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26-4175727
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(State or Other Jurisdiction of
Incorporation or Organization)
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San Francisco
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(I.R.S. Employer
Identification Number)
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California
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94105
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(Address of Principal executive offices)
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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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Class A common stock, par value $0.0001 per share
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OKTA
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The NASDAQ Stock Market LLC
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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
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Part I
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Part II
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Part III
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Part IV
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•
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our future financial performance, including our revenue, costs of revenue, gross profit or gross margin and operating expenses;
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trends in our key business metrics;
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our growth strategy and ability to compete;
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the sufficiency of our cash and cash equivalents, investments and cash provided by sales of our products and services to meet our liquidity needs;
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market and other opportunities arising from business combinations;
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our ability to maintain the security and availability of our internal networks and platform;
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our ability to increase our number of customers;
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our ability to sell additional products to and retain our existing customers;
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our ability to successfully expand in our existing markets and into new markets;
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our ability to effectively manage our growth and future expenses;
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our ability to expand our network of channel partners;
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our ability to form and expand partnerships with independent software vendors and system integrators;
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our ability to introduce new products, enhance existing products and address new use cases;
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our ability to add new integration partners;
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our ability to grow our international business;
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our ability to maintain, protect and enhance our intellectual property;
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our ability to comply with modified or new laws and regulations applying to our business;
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the attraction and retention of qualified employees and key personnel;
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our anticipated investments in sales and marketing and research and development;
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our ability to comply with modified or new laws and regulations applying to our business, including GDPR (as defined below), and other privacy regulations that may be implemented in the future;
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the impact of recent accounting pronouncements on our financial statements; and
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our ability to successfully defend litigation brought against us.
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Drive New Customer Growth. To increase our market share, we intend to continue to grow our customer base using a land-and-expand sales model, with a focus on key markets by size of customers, as well as key verticals, including highly-regulated sectors.
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Deepen Relationships Within Our Existing Customer Base. We plan to further increase revenue from our existing customers by cross-selling and up-selling additional and new products. We also believe we can expand our footprint by focusing on current customers that have deployed the Okta Identity Cloud for workforce identity, and expanding those customers’ use of our platform for customer identity, or vice versa.
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Expand Our Channel Partner Ecosystem. We also plan to expand our indirect sales network to leverage the sales efforts of resellers, system integrators and other distribution partners, and to increase the contribution we receive from these channel partners.
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Expand Our International Footprint. With 16% of our revenue generated outside of the United States in fiscal 2020, comparable to 16% in fiscal 2019, we believe there is significant opportunity to grow our international business. We believe global demand for our products will continue to be a long-term opportunity as organizations
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Innovate and Extend Our Platform with New Products. We intend to continue making significant investments in research and development, hiring top technical talent and maintaining an agile organization. In addition, we intend to selectively pursue acquisitions and strategic investments in businesses and technologies to extend our platform. By continuing to innovate, introduce new products and extend our platform to additional use cases, we believe that we can offer increasing value to our existing and potential customers.
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•
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Extend Our Accessible Market with New Use Cases. As technology and our customers’ needs evolve, we plan to use our platform to help our customers address new challenges, regulatory requirements and use cases.
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Expand Our Integrations. The Okta Integration Network is an extensive partner ecosystem, which includes over 6,500 integrations with cloud, mobile and web applications and IT infrastructure providers. We plan to continue these partnerships as well as add new integration partners to enrich our user experience and expand our customer base. We view our investment in these partnerships as a force multiplier that enables us to build and promote complementary capabilities that benefit our customers.
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Leverage Our Unique Data Assets with Powerful Analytics. Our position at the intersection of people, devices, applications and infrastructure gives us unique access to powerful data, and the opportunity to provide differentiated insights based on that data. We expect the value of our analytics to our customer base will increase as customers continue to connect more devices, applications and users to their networks and as we add more customers. We do not currently derive direct revenue from our unique data assets, but we may explore opportunities for monetization in the future.
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Universal Directory. Universal Directory provides a centralized, cloud-based system of record to store and secure user, application and device profiles for an organization. Users and profiles stored in the directory can be used with our Single Sign-On product to manage passwords and authentication, or can be used by developers to store and authenticate the users of their applications. When used for workforce identity, Universal Directory becomes a customer’s system of record for all of its employees, contractors and partners. When used for customer identity, Universal Directory becomes a customer's system of record for all of its users.
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Single Sign-On. When used to manage and secure identities for a customer’s workforce, Single Sign-On enables users to access all of their applications, whether in the cloud or on-premise, from any device, with a single entry of their user credentials. We combine secure access, modern protocols, flexible policies and a consumer-like user experience to permit organizations to easily allow customers or partners to sign in to their applications with their existing identity information. Single Sign-On also enables built-in reporting and analytics that provide real-time search functionalities across users, devices, applications and the associated access and usage activity.
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Adaptive Multi-Factor Authentication. Adaptive Multi-Factor Authentication is a comprehensive, but simple-to-use, product that provides an additional layer of security for an organization’s cloud, mobile and web applications and data. We offer an intelligent approach to security, built on contextual data. Adaptive Multi-Factor Authentication includes a policy framework that is integrated with a broad set of cloud and on-premise applications and network infrastructures. It offers adaptive, risk-based authentication that leverages data intelligence from across the Okta network of thousands of organizations.
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Lifecycle Management. Lifecycle Management enables IT organizations or developers to manage a user's identity throughout its entire lifecycle. It automates IT processes and ensures user accounts are created and
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API Access Management. API Access Management enables organizations to secure APIs as systems connect to each other. Access to these APIs is managed based on the user, which enables organizations to centrally maintain one set of permissions for any employee, partner or customer across every point of access. API Access Management reduces development time, boosts security and enables seamless end-user experiences by providing a unified portable service for authorizing secure and always available access to any API.
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Advanced Server Access. Advanced Server Access offers continuous, contextual access management to secure cloud infrastructure. Organizations can continuously manage and secure access to on-premise Windows and Linux servers and across leading Infrastructure-as-a-Service vendors, including Amazon Web Services, Google Cloud Platform and Microsoft Azure. Advanced Server Access enables our customers to centralize access controls in a seamless manner to better mitigate the risk of credential theft, reuse, sprawl and abandoned administrative accounts.
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Access Gateway. Access Gateway enables organizations to extend the Okta Identity Cloud, which is a cloud native platform, from the cloud to their existing on-premise applications, so that they can harness the benefits of Okta to manage all of their critical systems, whether cloud, on-premise or a hybrid. Extending the benefits of the Okta Identity Cloud to hybrid IT environments delivers a single point of management for our customers’ administrators and a single location from which end users can access their critical applications.
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Authentication providers;
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Lifecycle Management providers;
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Multi-factor Authentication providers;.
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Infrastructure-as-a-service providers;
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Other customer identity and access management providers; and
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Solutions developed in-house by our potential customers.
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price our platform effectively so that we are able to attract and retain customers without compromising our profitability;
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attract new customers, successfully deploy and implement our platform, upsell or otherwise increase our existing customers’ use of our platform, obtain customer renewals and provide our customers with excellent customer support;
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increase our network of channel partners, which include resellers, system integrators and other distribution partners and ISVs;
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adequately expand our sales force, and maintain or increase our sales force’s productivity;
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successfully identify and enter into agreements with suitable acquisition targets, integrate any acquisitions and integrate acquired technologies into our existing products or use them to develop new products;
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successfully introduce new products, enhance existing products and address new use cases;
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introduce our platform to new markets outside of the United States;
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successfully compete against larger companies and new market entrants; and
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increase awareness of our brand on a global basis.
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Authentication providers;
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Access and lifecycle management providers;
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Multi-factor authentication providers;
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Infrastructure-as-a-service providers;
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Other customer identity and access management providers; and
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Solutions developed in-house by our potential customers.
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the level of demand for our platform;
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our ability to attract new customers, obtain renewals from existing customers and upsell or otherwise increase our existing customers’ use of our platform;
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health epidemics, such as the coronavirus outbreak stemming from China (COVID-19), influenza and other highly communicable diseases or viruses;
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the timing and success of new product introductions by us or our competitors or any other change in the competitive landscape of our market;
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pricing pressure as a result of competition or otherwise;
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seasonal buying patterns for IT spending;
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the mix of revenue attributable to larger transactions as opposed to smaller transactions, and the associated volatility and timing of our transactions;
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changes in remaining performance obligations (RPO), due to seasonality, the timing of and compounding effects of renewals, invoice duration, size and timing, new business linearity between quarters and within a quarter, average contract term or fluctuations due to foreign currency movements, all of which may impact implied growth rates;
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errors in our forecasting of the demand for our products, which could lead to lower revenue, increased costs or both;
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increases in and timing of sales and marketing and other operating expenses that we may incur to grow and expand our operations and to remain competitive;
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significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our platform and products;
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our ability to comply with privacy laws and requirements, including the General Data Protection Regulation and California Consumer Privacy Act;
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costs related to the acquisition of businesses, talent, technologies or intellectual property, including potentially significant amortization costs and possible write-downs;
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credit or other difficulties confronting our channel partners;
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adverse litigation judgments, settlements of litigation and other disputes or other litigation-related or dispute-related costs;
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the impact of new accounting pronouncements and associated system implementations;
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changes in the legislative or regulatory environment;
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fluctuations in foreign currency exchange rates;
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expenses related to real estate, including our office leases, and other fixed expenses; and
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general economic conditions in either domestic or international markets, including geopolitical uncertainty and instability.
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the need to raise awareness about the uses and benefits of our platform, including our customer identity products;
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the need to allay privacy, regulatory and security concerns;
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the discretionary nature of purchasing and budget cycles and decisions;
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the competitive nature of evaluation and purchasing processes;
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announcements or planned introductions of new products, features or functionality by us or our competitors; and
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often lengthy purchasing approval processes.
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delays or reductions in customer purchases for both us and the acquired business;
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disruption of partner and customer relationships;
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potential loss of key employees of the acquired company;
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claims by and disputes with the acquired company’s employees, customers, stockholders or third parties;
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unknown liabilities or risks associated with the acquired business, product or technology, such as contractual obligations, potential security vulnerabilities of the acquired company and its products and services, potential intellectual property infringement, costs arising from the acquired company’s failure to comply with legal or regulatory requirements and litigation matters;
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acquired technologies or products may not comply with legal or regulatory requirements and may require us to make additional investments to make them compliant;
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acquired technologies or products may not be able to provide the same support service levels that we generally offer with our other products;
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they could be viewed unfavorably by our partners, our customers, our stockholders or securities analysts;
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unforeseen integration or other expenses; and
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future impairment of goodwill or other acquired intangible assets.
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require costly litigation to resolve and/or the payment of substantial damages, ongoing royalty payments or other amounts to settle such disputes;
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require significant management time and attention;
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cause us to enter into unfavorable royalty or license agreements, if such arrangements are available at all;
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require us to discontinue the sale of some or all of our products, remove or reduce features or functionality of our products or comply with other unfavorable terms;
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require us to indemnify our customers or third-party service providers; and/or
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require us to expend additional development resources to redesign our products.
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unexpected costs and errors in the localization of our products, including translation into foreign languages and adaptation for local practices and regulatory requirements;
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lack of familiarity and burdens of complying with foreign laws, legal standards, privacy standards, regulatory requirements, tariffs and other barriers;
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laws and business practices favoring local competitors or commercial parties;
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costs and liabilities related to compliance with the GDPR and disparate data privacy standards and enforcement;
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greater risk that our foreign employees or partners will fail to comply with U.S. and foreign laws;
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practical difficulties of enforcing intellectual property rights in countries with fluctuating laws and standards and reduced or varied protection for intellectual property rights in some countries;
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restrictive governmental actions focusing on cross-border trade, including taxes, trade laws, tariffs, import and export restrictions or quotas, barriers, sanctions, custom duties or other trade restrictions;
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unexpected changes in legal and regulatory requirements;
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difficulties in managing systems integrators and technology partners;
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differing technology standards;
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longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
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difficulties in managing and staffing international operations and differing employer/employee relationships and local employment laws;
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political, economic and social instability, war, armed conflict or terrorist activities;
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health epidemics, such as the coronavirus outbreak stemming from China (COVID-19), influenza and other highly communicable diseases or viruses;
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fluctuations in exchange rates that may increase the volatility of our foreign-based revenue and expense; and
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potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems and restrictions on the repatriation of earnings.
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develop and enhance our products;
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continue to expand our product development, sales and marketing organizations;
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hire, train and retain employees;
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respond to competitive pressures or unanticipated working capital requirements; or
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pursue acquisition opportunities.
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overall performance of the equity markets and/or publicly-listed technology companies;
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actual or anticipated fluctuations in our revenue or other financial or operating metrics;
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changes in the financial projections we provide to the public or our failure to meet these projections;
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failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates and/or recommendations by any securities analysts who follow our company;
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our failure to meet the estimates or the expectations of securities analysts or investors;
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recruitment or departure of key personnel;
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significant security breaches, technical difficulties or interruptions of our service;
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the economy as a whole and market conditions in our industry;
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rumors and market speculation involving us or other companies in our industry;
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announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
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new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
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lawsuits threatened or filed against us;
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other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and
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sales of additional shares of our Class A common stock by us, our directors, our officers or our stockholders.
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provide that our board of directors is classified into three classes of directors with staggered three-year terms;
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permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;
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require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws;
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authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
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provide that only the Chairperson of our board of directors, our Chief Executive Officer, or a majority of our board of directors are authorized to call a special meeting of stockholders;
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provide for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
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provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
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advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
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•
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any derivative action or proceeding brought on our behalf;
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any action asserting a breach of fiduciary duty;
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any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; or
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or any action asserting a claim against us that is governed by the internal affairs doctrine.
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make us more vulnerable to adverse changes in general U.S. and worldwide economic, industry and competitive conditions and adverse changes in government regulation;
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limit our flexibility in planning for, or reacting to, changes in our business and our industry;
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place us at a disadvantage compared to our competitors who have less debt;
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limit our ability to borrow additional amounts to fund acquisitions, for working capital and for other general corporate purposes; and
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make an acquisition of our company less attractive or more difficult.
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Company/Index
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Base period
4/7/2017 |
|
4/30/2017
|
|
7/31/2017
|
|
10/31/2017
|
|
1/31/2018
|
|
4/30/2018
|
|
7/31/2018
|
|
10/31/2018
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1/31/2019
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4/30/2019
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7/31/2019
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10/31/2019
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1/31/2020
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||||||||||||||||||||||||||
Okta
|
|
$
|
100.00
|
|
|
$
|
110.80
|
|
|
$
|
93.36
|
|
|
$
|
123.01
|
|
|
$
|
125.27
|
|
|
$
|
182.09
|
|
|
$
|
211.19
|
|
|
$
|
248.23
|
|
|
$
|
350.62
|
|
|
$
|
442.49
|
|
|
$
|
556.49
|
|
|
$
|
463.93
|
|
|
$
|
544.66
|
|
S&P 500 Index
|
|
100.00
|
|
|
101.22
|
|
|
104.87
|
|
|
109.33
|
|
|
119.88
|
|
|
112.42
|
|
|
119.56
|
|
|
115.12
|
|
|
114.80
|
|
|
125.06
|
|
|
126.53
|
|
|
128.95
|
|
|
136.93
|
|
|||||||||||||
S&P 500 Information Technology Index
|
|
100.00
|
|
|
103.04
|
|
|
108.82
|
|
|
121.68
|
|
|
132.07
|
|
|
126.76
|
|
|
138.02
|
|
|
134.94
|
|
|
129.11
|
|
|
153.37
|
|
|
157.32
|
|
|
162.85
|
|
|
185.80
|
|
|
Year Ended January 31,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016(1)
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription
|
$
|
552,688
|
|
|
$
|
370,855
|
|
|
$
|
236,422
|
|
|
$
|
144,909
|
|
|
$
|
76,443
|
|
Professional services and other
|
33,379
|
|
|
28,399
|
|
|
20,125
|
|
|
15,897
|
|
|
9,464
|
|
|||||
Total revenue
|
586,067
|
|
|
399,254
|
|
|
256,547
|
|
|
160,806
|
|
|
85,907
|
|
|||||
Cost of revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription(2)
|
116,445
|
|
|
77,354
|
|
|
52,481
|
|
|
34,211
|
|
|
20,684
|
|
|||||
Professional services and other(2)
|
42,937
|
|
|
36,067
|
|
|
28,274
|
|
|
21,738
|
|
|
15,340
|
|
|||||
Total cost of revenue
|
159,382
|
|
|
113,421
|
|
|
80,755
|
|
|
55,949
|
|
|
36,024
|
|
|||||
Gross profit
|
426,685
|
|
|
285,833
|
|
|
175,792
|
|
|
104,857
|
|
|
49,883
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development(2)
|
159,269
|
|
|
102,385
|
|
|
70,821
|
|
|
38,659
|
|
|
28,761
|
|
|||||
Sales and marketing(2)
|
340,356
|
|
|
227,960
|
|
|
165,020
|
|
|
110,769
|
|
|
77,915
|
|
|||||
General and administrative(2)
|
112,892
|
|
|
75,110
|
|
|
51,803
|
|
|
30,099
|
|
|
19,195
|
|
|||||
Total operating expenses
|
612,517
|
|
|
405,455
|
|
|
287,644
|
|
|
179,527
|
|
|
125,871
|
|
|||||
Operating loss
|
(185,832
|
)
|
|
(119,622
|
)
|
|
(111,852
|
)
|
|
(74,670
|
)
|
|
(75,988
|
)
|
|||||
Interest expense
|
(27,017
|
)
|
|
(15,072
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest income and other, net
|
17,089
|
|
|
9,180
|
|
|
1,682
|
|
|
39
|
|
|
(19
|
)
|
|||||
Loss on early extinguishment of debt
|
(14,572
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense and other, net
|
(24,500
|
)
|
|
(5,892
|
)
|
|
1,682
|
|
|
39
|
|
|
(19
|
)
|
|||||
Loss before provision for (benefit from) income taxes
|
(210,332
|
)
|
|
(125,514
|
)
|
|
(110,170
|
)
|
|
(74,631
|
)
|
|
(76,007
|
)
|
|||||
Provision for (benefit from) income taxes
|
(1,419
|
)
|
|
(17
|
)
|
|
(321
|
)
|
|
425
|
|
|
295
|
|
|||||
Net loss
|
$
|
(208,913
|
)
|
|
$
|
(125,497
|
)
|
|
$
|
(109,849
|
)
|
|
$
|
(75,056
|
)
|
|
$
|
(76,302
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
(1.78
|
)
|
|
$
|
(1.17
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(3.94
|
)
|
|
$
|
(4.28
|
)
|
Weighted-average shares outstanding used to compute net loss per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
117,221
|
|
|
107,504
|
|
|
83,004
|
|
|
19,038
|
|
|
17,817
|
|
|
Year Ended January 31,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cost of subscription revenue
|
$
|
12,923
|
|
|
$
|
7,837
|
|
|
$
|
4,600
|
|
|
$
|
1,979
|
|
|
$
|
909
|
|
Cost of professional services and other revenue
|
7,164
|
|
|
4,983
|
|
|
3,137
|
|
|
1,283
|
|
|
553
|
|
|||||
Research and development
|
37,683
|
|
|
22,642
|
|
|
18,107
|
|
|
2,992
|
|
|
1,748
|
|
|||||
Sales and marketing
|
38,077
|
|
|
22,916
|
|
|
13,242
|
|
|
6,029
|
|
|
2,853
|
|
|||||
General and administrative
|
30,777
|
|
|
17,942
|
|
|
10,774
|
|
|
4,844
|
|
|
3,769
|
|
|||||
Total stock-based compensation expense
|
$
|
126,624
|
|
|
$
|
76,320
|
|
|
$
|
49,860
|
|
|
$
|
17,127
|
|
|
$
|
9,832
|
|
|
As of January 31,
|
||||||||||||||||||
|
2020(1)
|
|
2019(1)
|
|
2018
|
|
2017
|
|
2016(2)
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and short-term investments
|
$
|
1,403,024
|
|
|
$
|
563,768
|
|
|
$
|
229,714
|
|
|
$
|
37,672
|
|
|
$
|
87,945
|
|
Working capital
|
1,052,762
|
|
|
135,012
|
|
|
129,555
|
|
|
(35,456
|
)
|
|
38,528
|
|
|||||
Total assets
|
1,955,395
|
|
|
984,313
|
|
|
399,263
|
|
|
155,276
|
|
|
149,763
|
|
|||||
Deferred revenue, current and non-current portions
|
371,450
|
|
|
254,390
|
|
|
164,779
|
|
|
107,120
|
|
|
79,525
|
|
|||||
Redeemable convertible preferred stock warrant liability
|
—
|
|
|
—
|
|
|
—
|
|
|
304
|
|
|
237
|
|
|||||
Redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
227,954
|
|
|
227,954
|
|
|||||
Total stockholders’ equity (deficit)
|
405,344
|
|
|
252,377
|
|
|
199,340
|
|
|
(212,361
|
)
|
|
(181,062
|
)
|
|
Year Ended January 31,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016(2)
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Gross profit
|
$
|
426,685
|
|
|
$
|
285,833
|
|
|
$
|
175,792
|
|
|
$
|
104,857
|
|
|
$
|
49,883
|
|
Non-GAAP gross profit
|
$
|
452,260
|
|
|
$
|
299,485
|
|
|
$
|
183,533
|
|
|
$
|
108,309
|
|
|
$
|
51,535
|
|
Gross margin
|
73
|
%
|
|
72
|
%
|
|
69
|
%
|
|
65
|
%
|
|
58
|
%
|
|||||
Non-GAAP gross margin
|
77
|
%
|
|
75
|
%
|
|
72
|
%
|
|
67
|
%
|
|
60
|
%
|
|||||
Operating loss
|
$
|
(185,832
|
)
|
|
$
|
(119,622
|
)
|
|
$
|
(111,852
|
)
|
|
$
|
(74,670
|
)
|
|
$
|
(75,988
|
)
|
Non-GAAP operating loss
|
$
|
(48,525
|
)
|
|
$
|
(41,462
|
)
|
|
$
|
(61,234
|
)
|
|
$
|
(57,353
|
)
|
|
$
|
(65,935
|
)
|
Operating margin
|
(32
|
)%
|
|
(30
|
)%
|
|
(44
|
)%
|
|
(46
|
)%
|
|
(89
|
)%
|
|||||
Non-GAAP operating margin
|
(8
|
)%
|
|
(10
|
)%
|
|
(24
|
)%
|
|
(36
|
)%
|
|
(77
|
)%
|
|||||
Net loss
|
$
|
(208,913
|
)
|
|
$
|
(125,497
|
)
|
|
$
|
(109,849
|
)
|
|
$
|
(75,056
|
)
|
|
$
|
(76,302
|
)
|
Non-GAAP net loss
|
$
|
(36,674
|
)
|
|
$
|
(34,143
|
)
|
|
$
|
(59,231
|
)
|
|
$
|
(57,739
|
)
|
|
$
|
(66,249
|
)
|
Net margin
|
(36
|
)%
|
|
(31
|
)%
|
|
(43
|
)%
|
|
(47
|
)%
|
|
(89
|
)%
|
|||||
Non-GAAP net margin
|
(6
|
)%
|
|
(9
|
)%
|
|
(23
|
)%
|
|
(36
|
)%
|
|
(77
|
)%
|
|||||
Net cash provided by (used in) operating activities
|
$
|
55,603
|
|
|
$
|
15,172
|
|
|
$
|
(25,240
|
)
|
|
$
|
(42,101
|
)
|
|
$
|
(41,536
|
)
|
Net cash provided by (used in) investing activities
|
$
|
(688,041
|
)
|
|
$
|
(197,320
|
)
|
|
$
|
(99,704
|
)
|
|
$
|
6,965
|
|
|
$
|
1,160
|
|
Net cash provided by financing activities
|
$
|
853,385
|
|
|
$
|
357,762
|
|
|
$
|
237,408
|
|
|
$
|
457
|
|
|
$
|
76,841
|
|
Free cash flow
|
$
|
36,273
|
|
|
$
|
(6,750
|
)
|
|
$
|
(37,221
|
)
|
|
$
|
(53,843
|
)
|
|
$
|
(48,237
|
)
|
Customers (period end)
|
7,950
|
|
|
6,100
|
|
|
4,350
|
|
|
3,114
|
|
|
2,225
|
|
|||||
Customers with annual contract value (ACV) above $100,000
|
1,467
|
|
|
1,038
|
|
|
691
|
|
|
443
|
|
|
255
|
|
|||||
Dollar-based net retention rate for the trailing 12 months
|
119
|
%
|
|
120
|
%
|
|
121
|
%
|
|
123
|
%
|
|
120
|
%
|
|||||
Current remaining performance obligations(3)
|
$
|
592,309
|
|
|
$
|
385,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Remaining performance obligations(3)
|
$
|
1,209,659
|
|
|
$
|
728,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Calculated billings
|
$
|
703,558
|
|
|
$
|
488,217
|
|
|
$
|
314,934
|
|
|
$
|
194,524
|
|
|
$
|
118,023
|
|
(1)
|
A reconciliation for each non-GAAP financial measure is included in the "Non-GAAP Financial Measures" section of Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K.
|
(2)
|
The summary financial data for the year ended January 31, 2016 does not reflect the adoption of ASC 606.
|
(3)
|
As of January 31, 2020 and 2019, current remaining performance obligations and remaining performance obligations, which are GAAP financial measures, reflect our adoption of ASC 606 on February 1, 2018.
|
|
As of January 31,
|
|||||||||
|
2020
|
|
2019
|
|
2018
|
|||||
|
(dollars in thousands)
|
|||||||||
Customers with annual contract value (ACV) above $100,000
|
1,467
|
|
|
1,038
|
|
|
691
|
|
||
Dollar-based net retention rate for the trailing 12 months ended
|
119
|
%
|
|
120
|
%
|
|
121
|
%
|
||
Current remaining performance obligations(1)
|
$
|
592,309
|
|
|
$
|
385,600
|
|
|
—
|
|
Remaining performance obligations(1)
|
$
|
1,209,659
|
|
|
$
|
728,900
|
|
|
—
|
|
(1)
|
As of January 31, 2020 and 2019, current remaining performance obligations and remaining performance obligations, which are GAAP financial measures, reflect our adoption of ASC 606 on February 1, 2018.
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Calculated billings
|
$
|
703,558
|
|
|
$
|
488,217
|
|
|
$
|
314,934
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Subscription
|
$
|
552,688
|
|
|
$
|
370,855
|
|
|
$
|
236,422
|
|
Professional services and other
|
33,379
|
|
|
28,399
|
|
|
20,125
|
|
|||
Total revenue
|
586,067
|
|
|
399,254
|
|
|
256,547
|
|
|||
Cost of revenue
|
|
|
|
|
|
||||||
Subscription(1)
|
116,445
|
|
|
77,354
|
|
|
52,481
|
|
|||
Professional services and other(1)
|
42,937
|
|
|
36,067
|
|
|
28,274
|
|
|||
Total cost of revenue
|
159,382
|
|
|
113,421
|
|
|
80,755
|
|
|||
Gross profit
|
426,685
|
|
|
285,833
|
|
|
175,792
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development(1)
|
159,269
|
|
|
102,385
|
|
|
70,821
|
|
|||
Sales and marketing(1)
|
340,356
|
|
|
227,960
|
|
|
165,020
|
|
|||
General and administrative(1)
|
112,892
|
|
|
75,110
|
|
|
51,803
|
|
|||
Total operating expenses
|
612,517
|
|
|
405,455
|
|
|
287,644
|
|
|||
Operating loss
|
(185,832
|
)
|
|
(119,622
|
)
|
|
(111,852
|
)
|
|||
Interest expense
|
(27,017
|
)
|
|
(15,072
|
)
|
|
—
|
|
|||
Interest income and other, net
|
17,089
|
|
|
9,180
|
|
|
1,682
|
|
|||
Loss on early extinguishment of debt
|
(14,572
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense and other, net
|
(24,500
|
)
|
|
(5,892
|
)
|
|
1,682
|
|
|||
Loss before benefit from income taxes
|
(210,332
|
)
|
|
(125,514
|
)
|
|
(110,170
|
)
|
|||
Benefit from income taxes
|
(1,419
|
)
|
|
(17
|
)
|
|
(321
|
)
|
|||
Net loss
|
$
|
(208,913
|
)
|
|
$
|
(125,497
|
)
|
|
$
|
(109,849
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Cost of subscription revenue
|
$
|
12,923
|
|
|
$
|
7,837
|
|
|
$
|
4,600
|
|
Cost of professional services and other revenue
|
7,164
|
|
|
4,983
|
|
|
3,137
|
|
|||
Research and development
|
37,683
|
|
|
22,642
|
|
|
18,107
|
|
|||
Sales and marketing
|
38,077
|
|
|
22,916
|
|
|
13,242
|
|
|||
General and administrative
|
30,777
|
|
|
17,942
|
|
|
10,774
|
|
|||
Total stock-based compensation expense
|
$
|
126,624
|
|
|
$
|
76,320
|
|
|
$
|
49,860
|
|
|
Year Ended January 31,
|
|
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
552,688
|
|
|
$
|
370,855
|
|
|
$
|
181,833
|
|
|
49
|
%
|
Professional services and other
|
33,379
|
|
|
28,399
|
|
|
4,980
|
|
|
18
|
|
|||
Total revenue
|
$
|
586,067
|
|
|
$
|
399,254
|
|
|
$
|
186,813
|
|
|
47
|
%
|
Percentage of revenue:
|
|
|
|
|
|
|
|
|
|
|
||||
Subscription
|
94
|
%
|
|
93
|
%
|
|
|
|
|
|
|
|||
Professional services and other
|
6
|
|
|
7
|
|
|
|
|
|
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription
|
$
|
116,445
|
|
|
$
|
77,354
|
|
|
$
|
39,091
|
|
|
51
|
%
|
Professional services and other
|
42,937
|
|
|
36,067
|
|
|
6,870
|
|
|
19
|
|
|||
Total cost of revenue
|
$
|
159,382
|
|
|
$
|
113,421
|
|
|
$
|
45,961
|
|
|
41
|
%
|
Gross profit
|
$
|
426,685
|
|
|
$
|
285,833
|
|
|
$
|
140,852
|
|
|
49
|
%
|
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
||||
Subscription
|
79
|
%
|
|
79
|
%
|
|
|
|
|
|
|
|||
Professional services and other
|
(29
|
)
|
|
(27
|
)
|
|
|
|
|
|
|
|||
Total gross margin
|
73
|
%
|
|
72
|
%
|
|
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Research and development
|
$
|
159,269
|
|
|
$
|
102,385
|
|
|
$
|
56,884
|
|
|
56
|
%
|
Percentage of revenue
|
27
|
%
|
|
26
|
%
|
|
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Sales and marketing
|
$
|
340,356
|
|
|
$
|
227,960
|
|
|
$
|
112,396
|
|
|
49
|
%
|
Percentage of revenue
|
58
|
%
|
|
57
|
%
|
|
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
General and administrative
|
$
|
112,892
|
|
|
$
|
75,110
|
|
|
$
|
37,782
|
|
|
50
|
%
|
Percentage of revenue
|
20
|
%
|
|
19
|
%
|
|
|
|
|
|
|
|
Year Ended January 31,
|
|
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Interest expense
|
$
|
(27,017
|
)
|
|
$
|
(15,072
|
)
|
|
$
|
(11,945
|
)
|
|
79
|
%
|
Interest income and other, net
|
17,089
|
|
|
9,180
|
|
|
7,909
|
|
|
86
|
|
|||
Loss on early extinguishment of debt
|
(14,572
|
)
|
|
—
|
|
|
(14,572
|
)
|
|
100
|
|
|||
Interest expense and other, net
|
$
|
(24,500
|
)
|
|
$
|
(5,892
|
)
|
|
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr 30,
2018
|
|
Jul 31,
2018
|
|
Oct 31,
2018
|
|
Jan 31,
2019
|
|
Apr 30,
2019
|
|
Jul 31,
2019
|
|
Oct 31,
2019
|
|
Jan 31,
2020
|
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
76,841
|
|
|
$
|
87,854
|
|
|
$
|
97,698
|
|
|
$
|
108,462
|
|
|
$
|
117,163
|
|
|
$
|
132,494
|
|
|
$
|
144,517
|
|
|
$
|
158,514
|
|
Professional services and other
|
6,780
|
|
|
6,732
|
|
|
7,878
|
|
|
7,009
|
|
|
8,060
|
|
|
7,986
|
|
|
8,520
|
|
|
8,813
|
|
||||||||
Total revenue
|
83,621
|
|
|
94,586
|
|
|
105,576
|
|
|
115,471
|
|
|
125,223
|
|
|
140,480
|
|
|
153,037
|
|
|
167,327
|
|
||||||||
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Subscription(1)
|
16,332
|
|
|
19,211
|
|
|
20,265
|
|
|
21,546
|
|
|
24,540
|
|
|
27,917
|
|
|
30,124
|
|
|
33,864
|
|
||||||||
Professional services and other(1)
|
7,775
|
|
|
9,017
|
|
|
9,435
|
|
|
9,840
|
|
|
10,555
|
|
|
10,863
|
|
|
10,700
|
|
|
10,819
|
|
||||||||
Total cost of revenue
|
24,107
|
|
|
28,228
|
|
|
29,700
|
|
|
31,386
|
|
|
35,095
|
|
|
38,780
|
|
|
40,824
|
|
|
44,683
|
|
||||||||
Gross profit
|
59,514
|
|
|
66,358
|
|
|
75,876
|
|
|
84,085
|
|
|
90,128
|
|
|
101,700
|
|
|
112,213
|
|
|
122,644
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Research and development(1)
|
19,929
|
|
|
24,829
|
|
|
27,596
|
|
|
30,031
|
|
|
34,032
|
|
|
40,045
|
|
|
41,832
|
|
|
43,360
|
|
||||||||
Sales and marketing(1)
|
49,493
|
|
|
59,004
|
|
|
56,911
|
|
|
62,552
|
|
|
82,112
|
|
|
78,385
|
|
|
87,224
|
|
|
92,635
|
|
||||||||
General and administrative(1)
|
15,070
|
|
|
20,955
|
|
|
19,848
|
|
|
19,237
|
|
|
25,766
|
|
|
26,887
|
|
|
28,887
|
|
|
31,352
|
|
||||||||
Total operating expenses
|
84,492
|
|
|
104,788
|
|
|
104,355
|
|
|
111,820
|
|
|
141,910
|
|
|
145,317
|
|
|
157,943
|
|
|
167,347
|
|
||||||||
Operating loss
|
(24,978
|
)
|
|
(38,430
|
)
|
|
(28,479
|
)
|
|
(27,735
|
)
|
|
(51,782
|
)
|
|
(43,617
|
)
|
|
(45,730
|
)
|
|
(44,703
|
)
|
||||||||
Interest expense
|
(2,717
|
)
|
|
(4,058
|
)
|
|
(4,118
|
)
|
|
(4,179
|
)
|
|
(4,241
|
)
|
|
(4,304
|
)
|
|
(7,826
|
)
|
|
(10,646
|
)
|
||||||||
Interest income and other, net
|
1,502
|
|
|
2,296
|
|
|
2,413
|
|
|
2,969
|
|
|
2,900
|
|
|
3,464
|
|
|
4,982
|
|
|
5,743
|
|
||||||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,572
|
)
|
|
—
|
|
||||||||
Interest expense and other, net
|
(1,215
|
)
|
|
(1,762
|
)
|
|
(1,705
|
)
|
|
(1,210
|
)
|
|
(1,341
|
)
|
|
(840
|
)
|
|
(17,416
|
)
|
|
(4,903
|
)
|
||||||||
Loss before provision for (benefit from) income taxes
|
(26,193
|
)
|
|
(40,192
|
)
|
|
(30,184
|
)
|
|
(28,945
|
)
|
|
(53,123
|
)
|
|
(44,457
|
)
|
|
(63,146
|
)
|
|
(49,606
|
)
|
||||||||
Provision for (benefit from) income taxes
|
(231
|
)
|
|
(985
|
)
|
|
(667
|
)
|
|
1,866
|
|
|
(1,157
|
)
|
|
(1,477
|
)
|
|
349
|
|
|
866
|
|
||||||||
Net loss
|
$
|
(25,962
|
)
|
|
$
|
(39,207
|
)
|
|
$
|
(29,517
|
)
|
|
$
|
(30,811
|
)
|
|
$
|
(51,966
|
)
|
|
$
|
(42,980
|
)
|
|
$
|
(63,495
|
)
|
|
$
|
(50,472
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.25
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(0.42
|
)
|
(1)
|
Amounts include stock-based compensation expense as follows:
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Apr 30,
2018 |
|
Jul 31,
2018 |
|
Oct 31,
2018 |
|
Jan 31,
2019 |
|
Apr 30,
2019 |
|
Jul 31,
2019 |
|
Oct 31,
2019 |
|
Jan 31,
2020 |
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Cost of subscription revenue
|
$
|
1,529
|
|
|
$
|
1,901
|
|
|
$
|
2,383
|
|
|
$
|
2,024
|
|
|
$
|
2,422
|
|
|
$
|
3,111
|
|
|
$
|
3,604
|
|
|
$
|
3,786
|
|
Cost of professional services and other revenue
|
889
|
|
|
1,083
|
|
|
1,305
|
|
|
1,706
|
|
|
1,519
|
|
|
1,873
|
|
|
1,900
|
|
|
1,872
|
|
||||||||
Research and development
|
4,213
|
|
|
5,272
|
|
|
6,291
|
|
|
6,866
|
|
|
6,346
|
|
|
9,082
|
|
|
10,894
|
|
|
11,361
|
|
||||||||
Sales and marketing
|
4,153
|
|
|
5,471
|
|
|
6,228
|
|
|
7,064
|
|
|
6,786
|
|
|
9,236
|
|
|
10,937
|
|
|
11,118
|
|
||||||||
General and administrative
|
3,351
|
|
|
4,495
|
|
|
5,335
|
|
|
4,761
|
|
|
5,612
|
|
|
7,972
|
|
|
8,400
|
|
|
8,793
|
|
||||||||
Total stock-based compensation expense
|
$
|
14,135
|
|
|
$
|
18,222
|
|
|
$
|
21,542
|
|
|
$
|
22,421
|
|
|
$
|
22,685
|
|
|
$
|
31,274
|
|
|
$
|
35,735
|
|
|
$
|
36,930
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(dollars in thousands)
|
||||||||||
Gross profit
|
$
|
426,685
|
|
|
$
|
285,833
|
|
|
$
|
175,792
|
|
Add:
|
|
|
|
|
|
||||||
Stock-based compensation expense included in cost of revenue
|
20,087
|
|
|
12,820
|
|
|
7,737
|
|
|||
Amortization of acquired intangibles
|
5,488
|
|
|
832
|
|
|
4
|
|
|||
Non-GAAP gross profit
|
$
|
452,260
|
|
|
$
|
299,485
|
|
|
$
|
183,533
|
|
Gross margin
|
73
|
%
|
|
72
|
%
|
|
69
|
%
|
|||
Non-GAAP gross margin
|
77
|
%
|
|
75
|
%
|
|
72
|
%
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(dollars in thousands)
|
||||||||||
Operating loss
|
$
|
(185,832
|
)
|
|
$
|
(119,622
|
)
|
|
$
|
(111,852
|
)
|
Add:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
126,624
|
|
|
76,320
|
|
|
49,860
|
|
|||
Charitable contributions
|
1,746
|
|
|
1,008
|
|
|
754
|
|
|||
Amortization of acquired intangibles
|
5,488
|
|
|
832
|
|
|
4
|
|
|||
Acquisition-related expenses(1)
|
3,449
|
|
|
—
|
|
|
—
|
|
|||
Non-GAAP operating loss
|
$
|
(48,525
|
)
|
|
$
|
(41,462
|
)
|
|
$
|
(61,234
|
)
|
Operating margin
|
(32
|
)%
|
|
(30
|
)%
|
|
(44
|
)%
|
|||
Non-GAAP operating margin
|
(8
|
)%
|
|
(10
|
)%
|
|
(24
|
)%
|
(1)
|
We define acquisition-related expenses as costs associated with acquisitions, including transaction costs and other non-recurring incremental costs incurred.
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(dollars in thousands)
|
||||||||||
Net loss
|
$
|
(208,913
|
)
|
|
$
|
(125,497
|
)
|
|
$
|
(109,849
|
)
|
Add:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
126,624
|
|
|
76,320
|
|
|
49,860
|
|
|||
Charitable contributions
|
1,746
|
|
|
1,008
|
|
|
754
|
|
|||
Amortization of acquired intangibles
|
5,488
|
|
|
832
|
|
|
4
|
|
|||
Acquisition-related expenses(1)
|
3,449
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt discount
|
24,138
|
|
|
13,194
|
|
|
—
|
|
|||
Loss on early extinguishment of debt, net of debt issuance costs
|
10,794
|
|
|
—
|
|
|
—
|
|
|||
Non-GAAP net loss
|
$
|
(36,674
|
)
|
|
$
|
(34,143
|
)
|
|
$
|
(59,231
|
)
|
Net margin
|
(36
|
)%
|
|
(31
|
)%
|
|
(43
|
)%
|
|||
Non-GAAP net margin
|
(6
|
)%
|
|
(9
|
)%
|
|
(23
|
)%
|
(1)
|
We define acquisition-related expenses as costs associated with acquisitions, including transaction costs and other non-recurring incremental costs incurred.
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
55,603
|
|
|
$
|
15,172
|
|
|
$
|
(25,240
|
)
|
Less:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(15,442
|
)
|
|
(19,811
|
)
|
|
(6,550
|
)
|
|||
Capitalization of internal-use software costs
|
(3,888
|
)
|
|
(2,851
|
)
|
|
(5,431
|
)
|
|||
Proceeds from sales of property and equipment
|
—
|
|
|
740
|
|
|
—
|
|
|||
Free cash flow
|
$
|
36,273
|
|
|
$
|
(6,750
|
)
|
|
$
|
(37,221
|
)
|
Net cash used in investing activities
|
$
|
(688,041
|
)
|
|
$
|
(197,320
|
)
|
|
$
|
(99,704
|
)
|
Net cash provided by financing activities
|
$
|
853,385
|
|
|
$
|
357,762
|
|
|
$
|
237,408
|
|
Free cash flow margin
|
6
|
%
|
|
(2
|
)%
|
|
(15
|
)%
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Total revenue
|
$
|
586,067
|
|
|
$
|
399,254
|
|
|
$
|
256,547
|
|
Add:
|
|
|
|
|
|
||||||
Deferred revenue (end of period)
|
371,450
|
|
|
254,390
|
|
|
164,779
|
|
|||
Unbilled receivables (beginning of period)
|
1,457
|
|
|
809
|
|
|
1,537
|
|
|||
Less:
|
|
|
|
|
|
||||||
Unbilled receivables (end of period)
|
(1,026
|
)
|
|
(1,457
|
)
|
|
(809
|
)
|
|||
Deferred revenue (beginning of period)
|
(254,390
|
)
|
|
(164,779
|
)
|
|
(107,120
|
)
|
|||
Calculated billings
|
$
|
703,558
|
|
|
$
|
488,217
|
|
|
$
|
314,934
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
55,603
|
|
|
$
|
15,172
|
|
|
$
|
(25,240
|
)
|
Net cash used in investing activities
|
(688,041
|
)
|
|
(197,320
|
)
|
|
(99,704
|
)
|
|||
Net cash provided by financing activities
|
853,385
|
|
|
357,762
|
|
|
237,408
|
|
|||
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash
|
(209
|
)
|
|
(632
|
)
|
|
487
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
$
|
220,738
|
|
|
$
|
174,982
|
|
|
$
|
112,951
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less
Than
1 Year
|
|
1 to 3
Years
|
|
3 to 5
Years
|
|
More
Than
5 Years
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Convertible senior notes(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120,588
|
|
|
$
|
1,060,000
|
|
|
$
|
1,180,588
|
|
Interest obligations for convertible senior notes
|
1,561
|
|
|
3,253
|
|
|
2,939
|
|
|
1,218
|
|
|
8,971
|
|
|||||
Operating lease obligations(2)
|
31,421
|
|
|
71,492
|
|
|
70,367
|
|
|
98,322
|
|
|
271,602
|
|
|||||
Other obligations(3)
|
56,413
|
|
|
69,508
|
|
|
30,000
|
|
|
—
|
|
|
155,921
|
|
|||||
Total contractual obligations
|
$
|
89,395
|
|
|
$
|
144,253
|
|
|
$
|
223,894
|
|
|
$
|
1,159,540
|
|
|
$
|
1,617,082
|
|
(1)
|
The principal balances of the Notes are reflected in the payment periods in the table above based on their respective contractual maturities assuming no conversion. However, the conversion period for the 2023 Notes was open as of February 1, 2019, and as such the value of the 2023 Notes is included within current liabilities on our consolidated balance sheets. See Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.
|
(2)
|
Consists of future non-cancelable minimum rental payments under operating leases for our offices including operating leases that have not yet commenced. These payments have not been adjusted to reflect minimum sublease rental income of $14.2 million payable to us through 2024 pursuant to non-cancellable subleases.
|
(3)
|
Consists of future minimum payments under non-cancelable purchase commitments primarily related to data center, IT operations, and sales and marketing activities.
|
•
|
Identification of the contract, or contracts, with a customer;
|
•
|
Identification of the performance obligations in the contract;
|
•
|
Determination of the transaction price;
|
•
|
Allocation of the transaction price to the performance obligations in the contract; and
|
•
|
Recognition of revenue when, or as, we satisfy a performance obligation.
|
|
Page
|
|
|
Revenue recognition - Identifying and evaluating terms and conditions in contracts
|
Description of the Matter
|
|
As explained in Note 2 to the consolidated financial statements, the Company derives revenue from subscription fees and professional services fees. The Company’s arrangements are generally noncancelable and nonrefundable. In addition, the arrangements do not provide customers with the right to take possession of the software and, as a result, are accounted for as service arrangements. Subscription revenue, which includes support, is recognized on a straight-line basis over the noncancelable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer. Revenue for the Company’s professional services is recognized as services are performed in proportion to their pattern of transfer.
Auditing the Company’s accounting for revenue recognition was challenging, specifically related to the appropriate identification and evaluation of non-standard terms and conditions. For example, certain non-standard terms and conditions required judgment to identify the distinct performance obligations and determine the timing of revenue recognition.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over the identification and evaluation of terms and conditions in contracts that impact revenue recognition, including the identification of performance obligations and the determination of the timing of revenue recognition. This included testing relevant controls over the information systems that are used in the initiation, billing and recording of revenue transactions.
Among other procedures, on a sample basis, we tested the completeness and accuracy of management’s identification and evaluation of the non-standard terms and conditions in contracts. We also tested amounts recognized pursuant to contractual terms and conditions by examining the relationship between revenue recognized and accounts receivable and related cash collections. Further, we selected a sample of contractual arrangements to test that management had properly assessed the impact of any non-standard terms on the identified performance obligations and timing of revenue recognition. Additionally, to verify completeness of non-standard terms and conditions, we obtained confirmations of terms and conditions for a sample of arrangements with customers.
|
|
|
Convertible Notes
|
Description of the Matter
|
|
As explained in Note 9 to the consolidated financial statements, in September 2019 the Company issued $1,060 million of convertible senior notes due September 1, 2025 (2025 Notes), which permit the Company to settle in cash or stock at its option. Concurrent with the offering of the 2025 Notes, the Company entered into separate capped call transactions to reduce potential dilution upon conversion of the 2025 Notes. Simultaneous with the issuance of the 2025 Notes, the Company repurchased a portion of the convertible notes issued in February 2018, due February 25, 2023 (2023 Notes)(2023 Notes Partial Repurchase), and accounted for this transaction as a debt extinguishment. These transactions are collectively referred to as the Convertible Notes Transactions.
Auditing the Company’s accounting for the Convertible Notes Transactions was complex due to the significant judgment required in determining the liability component of the related convertible notes as well as the balance sheet classification of the elements of the 2025 Notes. The Company accounted for the Convertible Notes Transactions as separate liability and equity components, determined the fair value of the respective liability components based on an estimate of the fair value of a similar liability without a conversion option and assigned the residual value to the equity component.
The Company estimated the fair value of the liability component of the 2025 Notes and 2023 Notes using a discounted cash flow model with a risk adjusted yield for similar debt instruments, absent any embedded conversion feature. In estimating the risk adjusted yield, the Company used both an income and market approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate. For the market approach, the Company performed an evaluation of issuances of convertible debt securities by other comparable companies. Additionally, a detailed analysis of the terms of the 2025 Notes was required to determine existence of any derivatives that may require separate mark-to-market accounting under applicable accounting guidance.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s Convertible Notes Transactions. For example, we tested the Company’s controls over the initial recognition and measurement of the Convertible Notes Transactions, including the recording of the associated liability and equity components.
Our testing of the Company’s initial accounting for the Convertible Notes Transactions, among other procedures, included reading the underlying agreements and evaluating the Company’s accounting analysis of the initial accounting of the Convertible Notes Transactions, including the determination of the balance sheet classification of each transaction, identification of any derivatives included in the arrangements, and determination that the 2023 Notes Partial Repurchase was a debt extinguishment.
Our testing of the fair value of the liability components of the 2025 Notes and the 2023 Notes Partial Repurchase, included, among other procedures, evaluating the Company's selection of the valuation methodology and significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. Specifically, when assessing the key assumptions, we focused on the Company’s assumptions used to determine the risk adjusted yield as well as its analysis of comparable issuances of debt securities by other companies. In addition, we involved a valuation specialist to assist in our evaluation of the significant assumptions and methodology used by the Company.
|
|
As of January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
As Adjusted(1)
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
520,048
|
|
|
$
|
298,394
|
|
Short-term investments
|
882,976
|
|
|
265,374
|
|
||
Accounts receivable, net of allowances of $1,166 and $2,098
|
130,115
|
|
|
91,926
|
|
||
Deferred commissions
|
33,636
|
|
|
24,185
|
|
||
Prepaid expenses and other current assets
|
32,950
|
|
|
28,237
|
|
||
Total current assets
|
1,599,725
|
|
|
708,116
|
|
||
Property and equipment, net
|
53,535
|
|
|
52,921
|
|
||
Operating lease right-of-use assets
|
125,204
|
|
|
121,389
|
|
||
Deferred commissions, noncurrent
|
77,874
|
|
|
54,812
|
|
||
Intangible assets, net
|
32,529
|
|
|
13,897
|
|
||
Goodwill
|
48,023
|
|
|
18,089
|
|
||
Other assets
|
18,505
|
|
|
15,089
|
|
||
Total assets
|
$
|
1,955,395
|
|
|
$
|
984,313
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
3,837
|
|
|
$
|
2,431
|
|
Accrued expenses and other current liabilities
|
36,887
|
|
|
33,653
|
|
||
Accrued compensation
|
40,300
|
|
|
19,770
|
|
||
2023 convertible senior notes, net
|
100,703
|
|
|
271,628
|
|
||
Deferred revenue
|
365,236
|
|
|
245,622
|
|
||
Total current liabilities
|
546,963
|
|
|
573,104
|
|
||
2025 convertible senior notes, net
|
837,002
|
|
|
—
|
|
||
Operating lease liabilities, noncurrent
|
154,511
|
|
|
147,046
|
|
||
Deferred revenue, noncurrent
|
6,214
|
|
|
8,768
|
|
||
Other liabilities, noncurrent
|
5,361
|
|
|
3,018
|
|
||
Total liabilities
|
1,550,051
|
|
|
731,936
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|||
Preferred stock, par value $0.0001 per share; 100,000 shares authorized, no shares issued and outstanding as of January 31, 2020 and 2019
|
—
|
|
|
—
|
|
||
Class A Common stock, par value $0.0001 per share; 1,000,000 shares authorized; 113,990 and 101,093 shares issued and outstanding as of January 31, 2020 and 2019, respectively
|
11
|
|
|
10
|
|
||
Class B Common stock, par value $0.0001 per share; 120,000 shares authorized; 8,648 and 11,059 shares issued and outstanding as of January 31, 2020 and 2019, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
1,105,564
|
|
|
744,896
|
|
||
Accumulated other comprehensive income (loss)
|
892
|
|
|
(319
|
)
|
||
Accumulated deficit
|
(701,124
|
)
|
|
(492,211
|
)
|
||
Total stockholders’ equity
|
405,344
|
|
|
252,377
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,955,395
|
|
|
$
|
984,313
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Revenue
|
|
|
|
|
|
||||||
Subscription
|
$
|
552,688
|
|
|
$
|
370,855
|
|
|
$
|
236,422
|
|
Professional services and other
|
33,379
|
|
|
28,399
|
|
|
20,125
|
|
|||
Total revenue
|
586,067
|
|
|
399,254
|
|
|
256,547
|
|
|||
Cost of revenue
|
|
|
|
|
|
|
|||||
Subscription
|
116,445
|
|
|
77,354
|
|
|
52,481
|
|
|||
Professional services and other
|
42,937
|
|
|
36,067
|
|
|
28,274
|
|
|||
Total cost of revenue
|
159,382
|
|
|
113,421
|
|
|
80,755
|
|
|||
Gross profit
|
426,685
|
|
|
285,833
|
|
|
175,792
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|||||
Research and development
|
159,269
|
|
|
102,385
|
|
|
70,821
|
|
|||
Sales and marketing
|
340,356
|
|
|
227,960
|
|
|
165,020
|
|
|||
General and administrative
|
112,892
|
|
|
75,110
|
|
|
51,803
|
|
|||
Total operating expenses
|
612,517
|
|
|
405,455
|
|
|
287,644
|
|
|||
Operating loss
|
(185,832
|
)
|
|
(119,622
|
)
|
|
(111,852
|
)
|
|||
Interest expense
|
(27,017
|
)
|
|
(15,072
|
)
|
|
—
|
|
|||
Interest income and other, net
|
17,089
|
|
|
9,180
|
|
|
1,682
|
|
|||
Loss on early extinguishment of debt
|
(14,572
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense and other, net
|
(24,500
|
)
|
|
(5,892
|
)
|
|
1,682
|
|
|||
Loss before benefit from income taxes
|
(210,332
|
)
|
|
(125,514
|
)
|
|
(110,170
|
)
|
|||
Benefit from income taxes
|
(1,419
|
)
|
|
(17
|
)
|
|
(321
|
)
|
|||
Net loss
|
$
|
(208,913
|
)
|
|
$
|
(125,497
|
)
|
|
$
|
(109,849
|
)
|
|
|
|
|
|
|
|
|||||
Net loss per share, basic and diluted
|
$
|
(1.78
|
)
|
|
$
|
(1.17
|
)
|
|
$
|
(1.32
|
)
|
|
|
|
|
|
|
|
|||||
Weighted-average shares used to compute net loss per share, basic and diluted
|
117,221
|
|
|
107,504
|
|
|
83,004
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net loss
|
$
|
(208,913
|
)
|
|
$
|
(125,497
|
)
|
|
$
|
(109,849
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net change in unrealized gains or losses on available-for-sale securities
|
1,220
|
|
|
179
|
|
|
(202
|
)
|
|||
Foreign currency translation adjustments
|
(9
|
)
|
|
(889
|
)
|
|
760
|
|
|||
Other comprehensive income (loss)
|
1,211
|
|
|
(710
|
)
|
|
558
|
|
|||
Comprehensive loss
|
$
|
(207,702
|
)
|
|
$
|
(126,207
|
)
|
|
$
|
(109,291
|
)
|
|
Redeemable Convertible
Preferred Stock
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity (Deficit)
|
||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balances as of January 31, 2017
|
59,465,439
|
|
|
227,954
|
|
|
|
—
|
|
|
—
|
|
|
20,293,338
|
|
|
2
|
|
|
44,469
|
|
|
(167
|
)
|
|
(256,665
|
)
|
|
(212,361
|
)
|
||||||||
Issuance of common stock upon exercise of stock options and other activity, net
|
—
|
|
|
—
|
|
|
|
8,274,599
|
|
|
1
|
|
|
900,517
|
|
|
—
|
|
|
34,697
|
|
|
—
|
|
|
—
|
|
|
34,698
|
|
||||||||
Issuance of common stock upon net exercise of warrant
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
168,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs
|
—
|
|
|
—
|
|
|
|
12,650,000
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
194,344
|
|
|
—
|
|
|
—
|
|
|
194,345
|
|
||||||||
Issuance of Series B redeemable convertible preferred stock upon net exercise of warrants
|
26,201
|
|
|
408
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering
|
(59,491,640
|
)
|
|
(228,362
|
)
|
|
|
—
|
|
|
—
|
|
|
59,491,640
|
|
|
6
|
|
|
228,356
|
|
|
—
|
|
|
—
|
|
|
228,362
|
|
||||||||
Issuance of common stock and restricted stock in connection with acquisition
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,598,500
|
|
|
—
|
|
|
3,652
|
|
|
—
|
|
|
—
|
|
|
3,652
|
|
||||||||
Issuance of common stock pursuant to charitable donation
|
—
|
|
|
—
|
|
|
|
24,287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
708
|
|
|
—
|
|
|
—
|
|
|
708
|
|
||||||||
Issuance of common stock under employee stock purchase plan
|
—
|
|
|
—
|
|
|
|
569,373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,369
|
|
|
—
|
|
|
—
|
|
|
8,369
|
|
||||||||
Conversion of Class B common stock to Class A common stock
|
—
|
|
|
—
|
|
|
|
49,091,639
|
|
|
5
|
|
|
(49,091,639
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cumulative-effect adjustment in connection with the adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,858
|
|
|
—
|
|
|
—
|
|
|
50,858
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
558
|
|
|
—
|
|
|
558
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,849
|
)
|
|
(109,849
|
)
|
||||||||
Balances as of January 31, 2018
|
—
|
|
|
—
|
|
|
|
70,609,898
|
|
|
7
|
|
|
33,361,106
|
|
|
3
|
|
|
565,653
|
|
|
391
|
|
|
(366,714
|
)
|
|
199,340
|
|
||||||||
Issuance of common stock upon exercise of stock options and other activity, net
|
—
|
|
|
—
|
|
|
|
6,465,957
|
|
|
1
|
|
|
104,084
|
|
|
—
|
|
|
37,610
|
|
|
—
|
|
|
—
|
|
|
37,611
|
|
||||||||
Issuance of common stock under employee stock purchase plan
|
—
|
|
|
—
|
|
|
|
615,210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,727
|
|
|
—
|
|
|
—
|
|
|
13,727
|
|
||||||||
Issuance of common stock for settlement of RSUs
|
—
|
|
|
—
|
|
|
|
976,248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock pursuant to charitable donation
|
—
|
|
|
—
|
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,008
|
|
|
—
|
|
|
—
|
|
|
1,008
|
|
||||||||
Conversion of Class B common stock to Class A common stock
|
—
|
|
|
—
|
|
|
|
22,406,009
|
|
|
2
|
|
|
(22,406,009
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Redeemable Convertible
Preferred Stock
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity (Deficit)
|
||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Equity component of 2025 convertible senior notes, net of issuance costs
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,631
|
|
|
—
|
|
|
—
|
|
|
77,631
|
|
||||||||
Issuance of warrants related to 2023 convertible senior notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,440
|
|
|
—
|
|
|
—
|
|
|
52,440
|
|
||||||||
Purchases of hedges related to 2023 convertible senior notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,040
|
)
|
|
—
|
|
|
—
|
|
|
(80,040
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,867
|
|
|
—
|
|
|
—
|
|
|
76,867
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(710
|
)
|
|
—
|
|
|
(710
|
)
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,497
|
)
|
|
(125,497
|
)
|
||||||||
Balances as of January 31, 2019
|
—
|
|
|
—
|
|
|
|
101,093,322
|
|
|
10
|
|
|
11,059,181
|
|
|
1
|
|
|
744,896
|
|
|
(319
|
)
|
|
(492,211
|
)
|
|
252,377
|
|
||||||||
Issuance of common stock upon exercise of stock options and other activity, net
|
—
|
|
|
—
|
|
|
|
5,323,410
|
|
|
1
|
|
|
100,007
|
|
|
—
|
|
|
45,731
|
|
|
—
|
|
|
—
|
|
|
45,732
|
|
||||||||
Issuance of common stock under employee stock purchase plan
|
—
|
|
|
—
|
|
|
|
322,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,767
|
|
|
—
|
|
|
—
|
|
|
18,767
|
|
||||||||
Issuance of common stock for settlement of RSUs
|
—
|
|
|
—
|
|
|
|
1,716,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock for settlement of bonus
|
—
|
|
|
—
|
|
|
|
34,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,809
|
|
|
—
|
|
|
—
|
|
|
2,809
|
|
||||||||
Issuance of common stock pursuant to charitable donation
|
—
|
|
|
—
|
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,746
|
|
|
—
|
|
|
—
|
|
|
1,746
|
|
||||||||
Conversion of Class B common stock to Class A common stock
|
—
|
|
|
—
|
|
|
|
2,511,409
|
|
|
—
|
|
|
(2,511,409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity component of 2025 convertible senior notes, net of issuance costs
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,347
|
|
|
—
|
|
|
—
|
|
|
217,347
|
|
||||||||
Equity component of early extinguishment of 2023 convertible senior notes
|
—
|
|
|
—
|
|
|
|
2,973,311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,713
|
)
|
|
—
|
|
|
—
|
|
|
(26,713
|
)
|
||||||||
Proceeds from hedges related to 2023 convertible senior notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405,851
|
|
|
|
|
|
|
405,851
|
|
||||||||||
Payments for warrants related to 2023 convertible senior notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(358,622
|
)
|
|
—
|
|
|
—
|
|
|
(358,622
|
)
|
||||||||
Purchases of capped calls related to 2025 convertible senior notes
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(74,094
|
)
|
|
|
|
|
|
(74,094
|
)
|
||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,846
|
|
|
—
|
|
|
—
|
|
|
127,846
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,211
|
|
|
—
|
|
|
1,211
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(208,913
|
)
|
|
(208,913
|
)
|
||||||||
Balances as of January 31, 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
|
113,990,069
|
|
|
$
|
11
|
|
|
8,647,779
|
|
|
$
|
1
|
|
|
$
|
1,105,564
|
|
|
$
|
892
|
|
|
$
|
(701,124
|
)
|
|
$
|
405,344
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
|
|
As Adjusted(1)
|
|
As Adjusted(1)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(208,913
|
)
|
|
$
|
(125,497
|
)
|
|
$
|
(109,849
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation
|
126,624
|
|
|
76,320
|
|
|
49,860
|
|
|||
Depreciation, amortization and accretion
|
17,815
|
|
|
8,001
|
|
|
7,001
|
|
|||
Amortization of debt discount and issuance costs
|
25,892
|
|
|
14,279
|
|
|
—
|
|
|||
Amortization of deferred commissions
|
28,588
|
|
|
20,852
|
|
|
15,180
|
|
|||
Deferred income taxes
|
(2,253
|
)
|
|
(765
|
)
|
|
(534
|
)
|
|||
Write-off of intangible assets
|
119
|
|
|
—
|
|
|
1,114
|
|
|||
Non-cash charitable contributions
|
1,746
|
|
|
1,008
|
|
|
708
|
|
|||
Loss on early extinguishment of debt
|
14,572
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(130
|
)
|
|
640
|
|
|
719
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(37,515
|
)
|
|
(39,682
|
)
|
|
(18,321
|
)
|
|||
Deferred commissions
|
(61,224
|
)
|
|
(41,342
|
)
|
|
(26,986
|
)
|
|||
Prepaid expenses and other assets
|
(4,080
|
)
|
|
(10,334
|
)
|
|
(9,400
|
)
|
|||
Operating lease right-of-use assets
|
12,951
|
|
|
17,239
|
|
|
7,776
|
|
|||
Accounts payable
|
1,689
|
|
|
(1,437
|
)
|
|
(2,464
|
)
|
|||
Accrued compensation
|
23,034
|
|
|
7,429
|
|
|
3,582
|
|
|||
Accrued expenses and other liabilities
|
9,972
|
|
|
5,800
|
|
|
5,801
|
|
|||
Operating lease liabilities
|
(9,716
|
)
|
|
(6,642
|
)
|
|
(7,087
|
)
|
|||
Deferred revenue
|
116,432
|
|
|
89,303
|
|
|
57,660
|
|
|||
Net cash provided by (used in) operating activities
|
55,603
|
|
|
15,172
|
|
|
(25,240
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|||||
Capitalization of internal-use software costs
|
(3,888
|
)
|
|
(2,851
|
)
|
|
(5,431
|
)
|
|||
Purchases of property and equipment
|
(15,442
|
)
|
|
(19,811
|
)
|
|
(6,550
|
)
|
|||
Proceeds from sales of property and equipment
|
—
|
|
|
740
|
|
|
—
|
|
|||
Purchases of securities available for sale and other
|
(999,387
|
)
|
|
(631,488
|
)
|
|
(129,086
|
)
|
|||
Proceeds from maturities and redemption of securities available for sale
|
356,277
|
|
|
298,650
|
|
|
39,825
|
|
|||
Proceeds from sales of securities available for sale and other
|
27,271
|
|
|
173,072
|
|
|
1,538
|
|
|||
Purchase of intangible assets
|
(8,589
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for business acquisition, net of cash acquired
|
(44,283
|
)
|
|
(15,632
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(688,041
|
)
|
|
(197,320
|
)
|
|
(99,704
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|||||
Proceeds from initial public offering, net of underwriters' discounts and commissions
|
—
|
|
|
—
|
|
|
199,948
|
|
|||
Proceeds from issuance of convertible senior notes, net of issuance costs
|
1,040,660
|
|
|
334,980
|
|
|
—
|
|
|||
Payments for repurchases of 2023 convertible senior notes
|
(224,414
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of hedges related to 2023 convertible senior notes
|
—
|
|
|
(80,040
|
)
|
|
—
|
|
|||
Proceeds from hedges related to 2023 convertible senior notes
|
405,851
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of warrants related to 2023 convertible senior notes
|
—
|
|
|
52,440
|
|
|
—
|
|
|||
Payments for warrants related to 2023 convertible senior notes
|
(358,622
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of capped calls related to 2025 convertible senior notes
|
(74,094
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of deferred offering costs
|
—
|
|
|
—
|
|
|
(4,038
|
)
|
|||
Proceeds from stock option exercises, net of repurchases
|
45,363
|
|
|
36,861
|
|
|
33,646
|
|
|||
Proceeds from shares issued in connection with employee stock purchase plan
|
18,767
|
|
|
13,727
|
|
|
8,369
|
|
|||
Other, net
|
(126
|
)
|
|
(206
|
)
|
|
(517
|
)
|
|||
Net cash provided by financing activities
|
853,385
|
|
|
357,762
|
|
|
237,408
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
|
|
As Adjusted(1)
|
|
As Adjusted(1)
|
||||||
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash
|
(209
|
)
|
|
(632
|
)
|
|
487
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
220,738
|
|
|
174,982
|
|
|
112,951
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
311,215
|
|
|
136,233
|
|
|
23,282
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
531,953
|
|
|
$
|
311,215
|
|
|
$
|
136,233
|
|
|
|
|
|
|
|
||||||
Supplementary cash flow disclosure:
|
|
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
862
|
|
|
$
|
403
|
|
|
$
|
19
|
|
Income taxes
|
1,123
|
|
|
514
|
|
|
747
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||||
Issuance of common stock for repurchases of 2023 convertible senior notes
|
380,406
|
|
|
—
|
|
|
—
|
|
|||
Vesting of early exercised common stock options
|
370
|
|
|
763
|
|
|
1,335
|
|
|||
Issuance of common stock in connection with warrant exercises
|
—
|
|
|
—
|
|
|
272
|
|
|||
Common stock issued as charitable contribution
|
1,746
|
|
|
1,008
|
|
|
708
|
|
|||
Operating lease right-of-use assets exchanged for lease obligations
|
16,832
|
|
|
127,575
|
|
|
44,668
|
|
|||
Property and equipment acquired through tenant improvement allowances
|
304
|
|
|
22,236
|
|
|
—
|
|
|||
Property and equipment and other accrued but not yet paid
|
855
|
|
|
7,225
|
|
|
111
|
|
|||
Bonus settled through the issuance of common stock
|
2,809
|
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock in connection with business combination
|
—
|
|
|
—
|
|
|
2,160
|
|
|||
Conversion of redeemable convertible preferred stock to common stock
|
—
|
|
|
—
|
|
|
228,362
|
|
|||
Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
520,048
|
|
|
$
|
298,394
|
|
|
$
|
127,949
|
|
Restricted cash, current included in prepaid expenses and other current assets
|
467
|
|
|
1,384
|
|
|
—
|
|
|||
Restricted cash, noncurrent included in other assets
|
11,438
|
|
|
11,437
|
|
|
8,284
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
531,953
|
|
|
$
|
311,215
|
|
|
$
|
136,233
|
|
•
|
Identification of the contract, or contracts, with a customer;
|
•
|
Identification of the performance obligations in the contract;
|
•
|
Determination of the transaction price;
|
•
|
Allocation of the transaction price to the performance obligations in the contract; and
|
•
|
Recognition of revenue when, or as, the Company satisfies a performance obligation.
|
|
Useful lives
|
Capitalized internal-use software costs
|
3 years
|
Computers and equipment
|
3 years
|
Furniture and fixtures
|
7 years
|
Leasehold improvements
|
Shorter of estimated useful life or remaining lease term
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
United States
|
$
|
494,529
|
|
|
$
|
337,367
|
|
|
$
|
217,300
|
|
International
|
91,538
|
|
|
61,887
|
|
|
39,247
|
|
|||
Total
|
$
|
586,067
|
|
|
$
|
399,254
|
|
|
$
|
256,547
|
|
•
|
whether contractual arrangements that expired prior to or existed as of February 1, 2017, are or contain leases,
|
•
|
the classification of leases that expired prior to or existed as of February 1, 2017, and
|
•
|
initial direct costs for leases that existed as of February 1, 2017.
|
|
As of January 31, 2019
|
||||||||||
|
As Reported
|
|
Adoption of ASC 842
|
|
As Adjusted
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
29,451
|
|
|
$
|
(1,214
|
)
|
|
$
|
28,237
|
|
Total current assets
|
709,330
|
|
|
(1,214
|
)
|
|
708,116
|
|
|||
Operating lease right-of-use assets
|
—
|
|
|
121,389
|
|
|
121,389
|
|
|||
Other noncurrent assets
|
15,286
|
|
|
(197
|
)
|
|
15,089
|
|
|||
Total assets
|
$
|
864,335
|
|
|
$
|
119,978
|
|
|
$
|
984,313
|
|
|
|
|
|
|
|
||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accrued expenses and other liabilities
|
$
|
24,740
|
|
|
$
|
8,913
|
|
|
$
|
33,653
|
|
Total current liabilities
|
564,191
|
|
|
8,913
|
|
|
573,104
|
|
|||
Operating lease liabilities, noncurrent
|
—
|
|
|
147,046
|
|
|
147,046
|
|
|||
Other noncurrent liabilities
|
38,999
|
|
|
(35,981
|
)
|
|
3,018
|
|
|||
Total liabilities
|
611,958
|
|
|
119,978
|
|
|
731,936
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
864,335
|
|
|
$
|
119,978
|
|
|
$
|
984,313
|
|
|
As of January 31, 2020
|
||||||||||||||
|
Amortized
Cost
|
|
Unrealized
Gain
|
|
Unrealized
Loss
|
|
Estimated
Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
416,584
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
416,584
|
|
U.S. treasury securities
|
19,996
|
|
|
—
|
|
|
—
|
|
|
19,996
|
|
||||
Total cash equivalents
|
436,580
|
|
|
—
|
|
|
—
|
|
|
436,580
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities
|
575,920
|
|
|
686
|
|
|
(8
|
)
|
|
576,598
|
|
||||
Corporate debt securities
|
305,859
|
|
|
519
|
|
|
—
|
|
|
306,378
|
|
||||
Total short-term investments
|
881,779
|
|
|
1,205
|
|
|
(8
|
)
|
|
882,976
|
|
||||
Total
|
$
|
1,318,359
|
|
|
$
|
1,205
|
|
|
$
|
(8
|
)
|
|
$
|
1,319,556
|
|
|
As of January 31, 2019
|
||||||||||||||
|
Amortized
Cost
|
|
Unrealized
Gain
|
|
Unrealized
Loss
|
|
Estimated
Fair Value
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
247,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
247,426
|
|
Corporate debt securities
|
3,409
|
|
|
—
|
|
|
(1
|
)
|
|
3,408
|
|
||||
Total cash equivalents
|
250,835
|
|
|
—
|
|
|
(1
|
)
|
|
250,834
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. treasury securities
|
195,913
|
|
|
37
|
|
|
(53
|
)
|
|
195,897
|
|
||||
Corporate debt securities
|
69,483
|
|
|
13
|
|
|
(19
|
)
|
|
69,477
|
|
||||
Total short-term investments
|
265,396
|
|
|
50
|
|
|
(72
|
)
|
|
265,374
|
|
||||
Total
|
$
|
516,231
|
|
|
$
|
50
|
|
|
$
|
(73
|
)
|
|
$
|
516,208
|
|
|
As of January 31, 2020
|
|
As of January 31, 2019
|
||||||||||||
|
Amortized
Cost
|
|
Estimated
Fair Value
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||||||
Due within one year
|
$
|
881,779
|
|
|
$
|
882,976
|
|
|
$
|
265,396
|
|
|
$
|
265,374
|
|
|
As of January 31, 2020
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
416,584
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
416,584
|
|
U.S. treasury securities
|
$
|
—
|
|
|
$
|
19,996
|
|
|
$
|
—
|
|
|
19,996
|
|
|
Total cash equivalents
|
416,584
|
|
|
19,996
|
|
|
—
|
|
|
436,580
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities
|
—
|
|
|
576,598
|
|
|
—
|
|
|
576,598
|
|
||||
Corporate debt securities
|
—
|
|
|
306,378
|
|
|
—
|
|
|
306,378
|
|
||||
Total short-term investments
|
—
|
|
|
882,976
|
|
|
—
|
|
|
882,976
|
|
||||
Total cash equivalents and short-term investments
|
$
|
416,584
|
|
|
$
|
902,972
|
|
|
$
|
—
|
|
|
$
|
1,319,556
|
|
|
As of January 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
247,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
247,426
|
|
Corporate debt securities
|
—
|
|
|
3,408
|
|
|
—
|
|
|
3,408
|
|
||||
Total cash equivalents
|
247,426
|
|
|
3,408
|
|
|
—
|
|
|
250,834
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities
|
—
|
|
|
195,897
|
|
|
—
|
|
|
$
|
195,897
|
|
|||
Corporate debt securities
|
—
|
|
|
69,477
|
|
|
—
|
|
|
69,477
|
|
||||
Total short-term investments
|
—
|
|
|
265,374
|
|
|
—
|
|
|
265,374
|
|
||||
Total cash equivalents and short-term investments
|
$
|
247,426
|
|
|
$
|
268,782
|
|
|
$
|
—
|
|
|
$
|
516,208
|
|
|
As of January 31, 2020
|
||||||
|
Net Carrying Amount(1)
|
|
Estimated
Fair Value
|
||||
2023 Convertible senior notes
|
$
|
102,543
|
|
|
$
|
331,014
|
|
2025 Convertible senior notes
|
$
|
851,535
|
|
|
$
|
1,074,840
|
|
|
Goodwill
|
||
Balance at January 31, 2019
|
$
|
18,089
|
|
Goodwill recorded in connection with Azuqua acquisition
|
29,934
|
|
|
Balance at January 31, 2020
|
$
|
48,023
|
|
|
As of January 31, 2020
|
||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Write-offs
|
|
Net
|
||||||||
Capitalized internal-use software costs
|
$
|
24,890
|
|
|
$
|
(14,828
|
)
|
|
$
|
(119
|
)
|
|
$
|
9,943
|
|
Purchased developed technology
|
28,800
|
|
|
(6,321
|
)
|
|
—
|
|
|
22,479
|
|
||||
Software licenses
|
1,112
|
|
|
(1,005
|
)
|
|
—
|
|
|
107
|
|
||||
|
$
|
54,802
|
|
|
$
|
(22,154
|
)
|
|
$
|
(119
|
)
|
|
$
|
32,529
|
|
|
As of January 31, 2019
|
||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Write-offs
|
|
Net
|
||||||||
Capitalized internal-use software costs
|
$
|
19,838
|
|
|
$
|
(9,969
|
)
|
|
$
|
—
|
|
|
$
|
9,869
|
|
Purchased developed technology
|
4,600
|
|
|
(833
|
)
|
|
—
|
|
|
3,767
|
|
||||
Software licenses
|
1,023
|
|
|
(762
|
)
|
|
—
|
|
|
261
|
|
||||
|
$
|
25,461
|
|
|
$
|
(11,564
|
)
|
|
$
|
—
|
|
|
$
|
13,897
|
|
|
Remaining Amortization
|
||
2021
|
11,300
|
|
|
2022
|
8,403
|
|
|
2023
|
6,586
|
|
|
2024
|
5,356
|
|
|
2025
|
884
|
|
|
Total
|
$
|
32,529
|
|
|
As of January 31,
|
||||||
|
2020
|
|
2019
|
||||
Computers and equipment
|
$
|
3,567
|
|
|
$
|
3,668
|
|
Furniture and fixtures
|
11,014
|
|
|
11,012
|
|
||
Leasehold improvements
|
55,363
|
|
|
47,883
|
|
||
Property and equipment, gross
|
69,944
|
|
|
62,563
|
|
||
Less accumulated depreciation
|
(16,409
|
)
|
|
(9,642
|
)
|
||
Property and equipment, net
|
$
|
53,535
|
|
|
$
|
52,921
|
|
|
As of January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Balance, beginning of period
|
$
|
2,098
|
|
|
$
|
1,472
|
|
|
$
|
1,306
|
|
(Reductions) additions
|
(673
|
)
|
|
888
|
|
|
431
|
|
|||
Write-offs
|
(259
|
)
|
|
(262
|
)
|
|
(265
|
)
|
|||
Balance, end of period
|
$
|
1,166
|
|
|
$
|
2,098
|
|
|
$
|
1,472
|
|
|
As of January 31,
|
||||||
|
2020
|
|
2019(1)
|
||||
Accrued expenses
|
22,530
|
|
|
21,174
|
|
||
Accrued taxes payable
|
1,591
|
|
|
1,195
|
|
||
Operating lease liabilities
|
12,064
|
|
|
10,914
|
|
||
Other
|
702
|
|
|
370
|
|
||
Accrued expenses and other current liabilities
|
$
|
36,887
|
|
|
$
|
33,653
|
|
|
As of January 31,
|
||||||
|
2020
|
|
2019(1)
|
||||
Deferred tax liabilities
|
$
|
1,558
|
|
|
$
|
727
|
|
Other
|
3,803
|
|
|
2,291
|
|
||
Other liabilities, noncurrent
|
$
|
5,361
|
|
|
$
|
3,018
|
|
•
|
during any fiscal quarter commencing after the fiscal quarter ending on April 30, 2018 (and only during such fiscal quarter), if the last reported sale price of Class A common stock for at least 20 trading days (whether or not consecutive) during the 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 of the 2023 Notes on each applicable trading day;
|
•
|
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2023 Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on such trading day; or
|
•
|
upon the occurrence of specified corporate events, as described in the Indenture.
|
|
Year Ended January 31,
|
||||||
|
2020
|
|
2019
|
||||
Contractual interest expense
|
$
|
606
|
|
|
$
|
793
|
|
Amortization of debt issuance costs
|
985
|
|
|
1,085
|
|
||
Amortization of debt discount
|
11,219
|
|
|
13,194
|
|
||
Total
|
$
|
12,810
|
|
|
$
|
15,072
|
|
|
As of January 31, 2020
|
||
Liability component:
|
|
||
Principal
|
$
|
120,588
|
|
Less: unamortized debt issuance costs and debt discount
|
(19,885
|
)
|
|
Net carrying amount
|
$
|
100,703
|
|
|
|
||
Equity component:
|
|
||
2023 Notes
|
$
|
27,949
|
|
Less: issuance costs
|
(811
|
)
|
|
Carrying amount of the equity component(1)
|
$
|
27,138
|
|
•
|
during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2020 (and only during such fiscal quarter), if the last reported sale price of Class A common stock for at least 20 trading days (whether or not consecutive) during the 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 of the 2025 Notes on each applicable trading day;
|
•
|
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2025 Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on such trading day;
|
•
|
if the Company calls the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
|
•
|
upon the occurrence of specified corporate events, as described in the Indenture.
|
|
Year Ended January 31, 2020
|
||
Contractual interest expense
|
$
|
519
|
|
Amortization of debt issuance costs
|
769
|
|
|
Amortization of debt discount
|
12,919
|
|
|
Total
|
$
|
14,207
|
|
|
As of January 31, 2020
|
||
Liability component:
|
|
||
Principal
|
$
|
1,060,000
|
|
Less: unamortized debt issuance costs and debt discount
|
(222,998
|
)
|
|
Net carrying amount
|
$
|
837,002
|
|
|
|
||
Equity component:
|
|
||
2025 Notes
|
$
|
221,387
|
|
Less: issuance costs
|
(4,040
|
)
|
|
Carrying amount of the equity component(1)
|
$
|
217,347
|
|
|
|
Year Ended January 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
Operating lease costs(1)
|
|
$
|
23,193
|
|
|
$
|
23,290
|
|
|
$
|
10,588
|
|
|
|
Operating Leases
|
||
2021
|
|
$
|
21,225
|
|
2022
|
|
27,512
|
|
|
2023
|
|
27,532
|
|
|
2024
|
|
28,110
|
|
|
2025
|
|
25,768
|
|
|
Thereafter
|
|
81,209
|
|
|
Total lease payments
|
|
211,356
|
|
|
Less imputed interest
|
|
(44,781
|
)
|
|
Total operating lease liabilities
|
|
$
|
166,575
|
|
|
|
Purchase Obligations
|
||
2021
|
|
$
|
56,413
|
|
2022
|
|
39,110
|
|
|
2023
|
|
30,398
|
|
|
2024
|
|
30,000
|
|
|
Total contractual obligations
|
|
$
|
155,921
|
|
|
As of January 31, 2020
|
|
Options and unvested RSUs outstanding
|
17,252,543
|
|
Available for future stock option and RSU grants
|
16,456,003
|
|
Available for ESPP
|
3,653,857
|
|
|
37,362,403
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Stock options
|
$
|
21,888
|
|
|
$
|
23,466
|
|
|
$
|
24,186
|
|
RSUs
|
94,637
|
|
|
41,637
|
|
|
9,104
|
|
|||
ESPP
|
9,408
|
|
|
7,248
|
|
|
7,111
|
|
|||
Restricted stock awards
|
590
|
|
|
1,608
|
|
|
3,281
|
|
|||
Restricted common stock
|
101
|
|
|
2,361
|
|
|
6,178
|
|
|||
Total
|
$
|
126,624
|
|
|
$
|
76,320
|
|
|
$
|
49,860
|
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
12,923
|
|
|
$
|
7,837
|
|
|
$
|
4,600
|
|
Professional services and other
|
7,164
|
|
|
4,983
|
|
|
3,137
|
|
|||
Research and development
|
37,683
|
|
|
22,642
|
|
|
18,107
|
|
|||
Sales and marketing
|
38,077
|
|
|
22,916
|
|
|
13,242
|
|
|||
General and administrative
|
30,777
|
|
|
17,942
|
|
|
10,774
|
|
|||
Total
|
$
|
126,624
|
|
|
$
|
76,320
|
|
|
$
|
49,860
|
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding as of January 31, 2019
|
17,803,794
|
|
|
$
|
9.16
|
|
|
7.1
|
|
$
|
1,304,446
|
|
Granted
|
415,547
|
|
|
82.33
|
|
|
|
|
|
|||
Exercised
|
(5,422,281
|
)
|
|
8.37
|
|
|
|
|
|
|||
Canceled
|
(437,758
|
)
|
|
13.35
|
|
|
|
|
|
|||
Outstanding as of January 31, 2020
|
12,359,302
|
|
|
$
|
11.82
|
|
|
6.2
|
|
$
|
1,436,487
|
|
As of January 31, 2020:
|
|
|
|
|
|
|
|
|||||
Vested and expected to vest
|
12,359,302
|
|
|
$
|
11.82
|
|
|
6.2
|
|
$
|
1,436,487
|
|
Vested and exercisable
|
8,723,638
|
|
|
$
|
8.16
|
|
|
5.9
|
|
$
|
1,045,852
|
|
|
Year Ended January 31,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Expected volatility
|
43
|
%
|
|
40
|
%
|
|
40% - 41%
|
|
Expected term (in years)
|
6.3
|
|
|
6.3
|
|
|
6.3 - 6.4
|
|
Risk-free interest rate
|
1.55% - 2.27%
|
|
|
2.70
|
%
|
|
1.87% - 2.21%
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
Number of
RSUs |
|
Weighted-
Average Grant Date Fair Value Per Share |
|||
Outstanding as of January 31, 2019
|
4,835,536
|
|
|
$
|
44.49
|
|
Granted
|
2,458,095
|
|
|
114.07
|
|
|
Vested
|
(1,752,333
|
)
|
|
44.69
|
|
|
Forfeited
|
(648,057
|
)
|
|
54.94
|
|
|
Outstanding as of January 31, 2020
|
4,893,241
|
|
|
$
|
77.99
|
|
|
|
Year Ended January 31,
|
||||
|
|
2020
|
|
2019
|
|
2018
|
Expected volatility
|
|
43% - 59%
|
|
39% - 70%
|
|
32% - 38%
|
Expected term (in years)
|
|
0.5 - 1.0
|
|
0.5 - 1.0
|
|
0.5 - 1.2
|
Risk-free interest rate
|
|
1.53% - 2.05%
|
|
2.12% - 2.62%
|
|
0.95% - 1.73%
|
Expected dividend yield
|
|
—
|
|
—
|
|
—
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Domestic
|
$
|
(220,846
|
)
|
|
$
|
(128,214
|
)
|
|
$
|
(112,858
|
)
|
Foreign
|
10,514
|
|
|
2,700
|
|
|
2,688
|
|
|||
Loss before benefit from income taxes
|
$
|
(210,332
|
)
|
|
$
|
(125,514
|
)
|
|
$
|
(110,170
|
)
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
86
|
|
|
61
|
|
|
—
|
|
|||
Foreign
|
822
|
|
|
667
|
|
|
183
|
|
|||
Total current provision for income taxes
|
941
|
|
|
728
|
|
|
183
|
|
|||
Deferred:
|
|
|
|
|
|
|
|||||
Federal
|
(518
|
)
|
|
(620
|
)
|
|
(32
|
)
|
|||
State
|
(406
|
)
|
|
(130
|
)
|
|
10
|
|
|||
Foreign
|
(1,436
|
)
|
|
5
|
|
|
(482
|
)
|
|||
Total deferred benefit from income taxes
|
(2,360
|
)
|
|
(745
|
)
|
|
(504
|
)
|
|||
Total benefit from income taxes
|
$
|
(1,419
|
)
|
|
$
|
(17
|
)
|
|
$
|
(321
|
)
|
|
Year Ended January 31,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Tax at federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
33.8
|
%
|
State income taxes, net of federal benefit
|
4.0
|
|
|
3.8
|
|
|
3.4
|
|
Change in valuation allowance
|
(100.1
|
)
|
|
(68.5
|
)
|
|
(27.1
|
)
|
Stock-based compensation
|
59.8
|
|
|
45.5
|
|
|
42.4
|
|
Research and development credits
|
18.0
|
|
|
—
|
|
|
—
|
|
Tax Cuts and Jobs Act of 2017
|
—
|
|
|
—
|
|
|
(51.3
|
)
|
Other, net
|
(2.0
|
)
|
|
(1.8
|
)
|
|
(0.9
|
)
|
Effective tax rate
|
0.7
|
%
|
|
—
|
%
|
|
0.3
|
%
|
|
As of January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
As Adjusted(1)
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
370,705
|
|
|
$
|
202,471
|
|
Stock-based compensation
|
18,680
|
|
|
13,185
|
|
||
Deferred revenue
|
1,960
|
|
|
1,312
|
|
||
Operating lease liabilities
|
42,073
|
|
|
39,060
|
|
||
Other reserves and accruals
|
6,414
|
|
|
3,750
|
|
||
Research and development and other credits
|
39,918
|
|
|
791
|
|
||
Convertible debt
|
—
|
|
|
477
|
|
||
Disallowed interest
|
4,507
|
|
|
1,292
|
|
||
Total deferred tax assets
|
484,257
|
|
|
262,338
|
|
||
Valuation allowance
|
(361,606
|
)
|
|
(203,899
|
)
|
||
Total deferred tax assets, net
|
122,651
|
|
|
58,439
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Convertible debt
|
(50,963
|
)
|
|
—
|
|
||
Deferred commissions
|
(27,569
|
)
|
|
(19,424
|
)
|
||
Capitalized internal-use software costs
|
(2,248
|
)
|
|
(2,047
|
)
|
||
Goodwill
|
(262
|
)
|
|
(217
|
)
|
||
Operating lease right-of-use assets
|
(31,165
|
)
|
|
(29,697
|
)
|
||
Depreciation and amortization
|
(8,315
|
)
|
|
(6,492
|
)
|
||
Total deferred tax liabilities
|
(120,522
|
)
|
|
(57,877
|
)
|
||
Net deferred tax assets
|
$
|
2,129
|
|
|
$
|
562
|
|
(1)
|
Adjusted for adoption of ASC 842. See Note 2.
|
|
Year Ended January 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Gross amount of unrecognized tax benefits as of the beginning of the year
|
$
|
23,931
|
|
|
$
|
11,719
|
|
|
$
|
5,775
|
|
Additions based on tax positions related to a prior year
|
658
|
|
|
1,859
|
|
|
—
|
|
|||
Additions based on tax positions related to current year
|
6,866
|
|
|
10,353
|
|
|
5,944
|
|
|||
Reductions based on tax positions related to current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions based on tax positions taken in a prior year
|
(15,468
|
)
|
|
—
|
|
|
—
|
|
|||
Gross amount of unrecognized tax benefits as of the end of the year
|
$
|
15,987
|
|
|
$
|
23,931
|
|
|
$
|
11,719
|
|
|
Year Ended January 31,
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
(192,138
|
)
|
|
$
|
(16,775
|
)
|
|
$
|
(107,926
|
)
|
|
$
|
(17,571
|
)
|
|
$
|
(31,980
|
)
|
|
$
|
(77,869
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average shares outstanding, basic and diluted
|
107,809
|
|
|
9,412
|
|
|
92,452
|
|
|
15,052
|
|
|
24,165
|
|
|
58,839
|
|
||||||
Net loss per share, basic and diluted
|
$
|
(1.78
|
)
|
|
$
|
(1.78
|
)
|
|
$
|
(1.17
|
)
|
|
$
|
(1.17
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(1.32
|
)
|
|
Year Ended January 31,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Issued and outstanding stock options
|
12,359
|
|
|
17,804
|
|
|
24,917
|
|
Unvested RSUs issued and outstanding
|
4,893
|
|
|
4,836
|
|
|
2,863
|
|
Unvested restricted stock awards issued and outstanding
|
177
|
|
|
388
|
|
|
599
|
|
Unvested shares subject to repurchase
|
5
|
|
|
48
|
|
|
188
|
|
Unvested restricted common stock issued and outstanding
|
—
|
|
|
400
|
|
|
800
|
|
Shares committed under the ESPP
|
253
|
|
|
271
|
|
|
1,149
|
|
Shares related to 2023 convertible senior notes
|
2,494
|
|
|
7,134
|
|
|
—
|
|
Shares subject to warrants related to the issuance of 2023 convertible senior notes
|
2,494
|
|
|
—
|
|
|
—
|
|
Shares related to 2025 convertible senior notes
|
5,617
|
|
|
—
|
|
|
—
|
|
|
28,292
|
|
|
30,881
|
|
|
30,516
|
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
|
|
OKTA, INC.
|
|
|
|
March 5, 2020
|
|
/s/ William E. Losch
|
|
|
William E. Losch
Chief Financial Officer
|
|
|
|
||
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Todd McKinnon
Todd McKinnon
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 5, 2020
|
|
|
|
||
/s/ William E. Losch
William E. Losch
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
March 5, 2020
|
|
|
|
|
|
/s/ Christopher K. Kramer
Christopher K. Kramer
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
March 5, 2020
|
|
|
|
||
/s/ J. Frederic Kerrest
J. Frederic Kerrest
|
|
Executive Vice Chairperson,
Chief Operating Officer and Director
|
|
March 5, 2020
|
|
|
|
|
|
/s/ Shellye Archambeau
Shellye Archambeau |
|
Director
|
|
March 5, 2020
|
|
|
|
||
/s/ Robert L. Dixon, Jr.
Robert L. Dixon, Jr. |
|
Director
|
|
March 5, 2020
|
|
|
|
|
|
/s/ Patrick Grady
Patrick Grady
|
|
Director
|
|
March 5, 2020
|
|
|
|
||
/s/ Ben Horowitz
Ben Horowitz
|
|
Director
|
|
March 5, 2020
|
|
|
|
||
/s/ Michael Kourey
Michael Kourey
|
|
Director
|
|
March 5, 2020
|
|
|
|
||
/s/ Rebecca Saeger
Rebecca Saeger
|
|
Director
|
|
March 5, 2020
|
|
|
|
|
|
/s/ Michael Stankey
Michael Stankey
|
|
Director
|
|
March 5, 2020
|
|
|
|
||
/s/ Michelle Wilson
Michelle Wilson
|
|
Director
|
|
March 5, 2020
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Incorporated by Reference from Form
|
3.1
|
|
|
Exhibit 3.2 to Form S-1 filed on March 13, 2017
|
|
3.2
|
|
|
Exhibit 3.4 to Form S-1 filed on March 13, 2017
|
|
4.1
|
|
|
Exhibit 4.1 to Form S-1 filed on March 13, 2017
|
|
4.2
|
|
|
Exhibit 4.1 to Form 8-K filed February 27, 2018
|
|
4.3
|
|
|
Exhibit 4.1 to Form 8-K filed February 27, 2018
|
|
4.4
|
|
|
Exhibit 4.1 to Form 8-K filed September 10, 2019
|
|
4.5
|
|
|
|
Exhibit 4.1 to Form 8-K filed September 10, 2019
|
4.6
|
|
|
|
Filed herewith
|
10.1#
|
|
|
Exhibit 10.1 to Form S-1 filed on March 13, 2017
|
|
10.2#
|
|
|
Exhibit 10.2 to Form S-1 filed on March 13, 2017
|
|
10.3#
|
|
|
Exhibit 10.3 to Form S-1A filed on March 27, 2017
|
|
10.4#
|
|
|
Exhibit 10.4 to Form S-1A filed on March 27, 2017
|
|
10.5#
|
|
|
Exhibit 99.2 to Form 8-K filed on March 7, 2019
|
|
10.6#
|
|
|
Exhibit 10.8 to Form S-1 filed on March 13, 2017
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10.7#
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Exhibit 10.9 to Form S-1 filed on March 13, 2017
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10.8#
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Exhibit 10.10 to Form S-1 filed on March 13, 2017
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10.9
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Exhibit 10.1 to Form 8-K filed on December 6, 2017
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Exhibit Number
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Exhibit Description
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Incorporated by Reference from Form
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10.9.1
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Exhibit 10.2 to Form 10-Q filed on December 5, 2019
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10.10
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Exhibit 10.1 to Form 8-K filed February 27, 2018
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10.11
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Exhibit 10.2 to Form 8-K filed February 27, 2018
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10.12
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Exhibit 10.1 to Form 8-K filed
September 10, 2019
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21.1
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Filed herewith
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23.1
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Filed herewith
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31.1
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Filed herewith
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31.2
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Filed herewith
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32.1*
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Furnished herewith
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101.INS
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XBRL Instance Document
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Filed herewith
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101.SCH
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XBRL Taxonomy Extension Schema Document
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Filed herewith
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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Filed herewith
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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Filed herewith
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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Filed herewith
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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Filed herewith
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104
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Cover Page Interactive Data File (formatted as inline XBRL with applicable
taxonomy extension information contained in Exhibits 101.*)
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Filed herewith
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●
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if we were to seek to amend our amended and restated certificate of incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and
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if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.
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●
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Dual Class Stock. As described above in “-Class A Common Stock and Class B Common Stock-Voting Rights,” our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides our Class B common stockholders with significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company of its assets.
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●
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Board of Directors Vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions may prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This will make it more difficult to change the composition of our board of directors and promote continuity of management.
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●
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Classified Board. Our amended and restated certificate of incorporation and amended and restated bylaws provide that our board of directors is classified into three classes of directors. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors.
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Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws. Our amended and restated bylaws further provide that special meetings of our stockholders may be called only by a majority of our board of directors, the Chairperson of our board of directors or our Chief Executive Officer, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.
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Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provides advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws also specifies certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
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No Cumulative Voting. The Delaware General Corporation Law provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide for cumulative voting.
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Directors Removed Only for Cause. Our amended and restated certificate of incorporation provides that stockholders may remove directors only for cause.
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Amendment of Charter Provisions. Any amendment of the above provisions in our amended and restated certificate of incorporation would require approval by holders of at least two-thirds of the voting power of our then outstanding common stock.
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Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.
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(1)
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Registration Statement (Form S-8 No. 333-230288) pertaining to the 2017 Equity Incentive Plan and the 2017 Employee Stock Purchase Plan of Okta, Inc.
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(2)
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Registration Statement (Form S-8 No. 333-217188) pertaining to the Amended and Restated 2009 Stock Plan, the 2017 Equity Incentive Plan, and the 2017 Employee Stock Purchase Plan of Okta, Inc.
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(3)
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Registration Statement (Form S-8 No. 333-223598) pertaining to the 2017 Equity Incentive Plan and the 2017 Employee Stock Purchase Plan of Okta, Inc.
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(4)
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Registration Statement (Form S-3 ASR No. 333-230289) pertaining to the registration of Class A common stock, preferred stock, senior debt securities, warrants and units of Okta, Inc.
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/s/ Todd McKinnon
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Todd McKinnon
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ William E. Losch
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William E. Losch
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Chief Financial Officer
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(Principal Financial Officer)
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1.
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The Company’s Annual Report on Form 10-K for the year ended January 31, 2020, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
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2.
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The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Todd McKinnon
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Todd McKinnon
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ William E. Losch
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William E. Losch
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Chief Financial Officer
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(Principal Financial Officer)
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