CrowdStrike Holdings, Inc. 10-Q

Item 1. Financial Statements CrowdStrike Holdings, Inc. Condensed Consolidated Balance Sheets (in thousands, except per share data) (unaudited) July 31, January 31, 2021 2021 Assets Current assets: Cash and cash equivalents $ 1,787,051 $ 1,918,608 Accounts receivable, net of allowance for credit losses of $ 1.4 million and $ 1.2 million as of July 31, 2021 and January 31, 2021, respectively 266,540 239,199 Deferred contract acquisition costs, current 95,470 80,850 Prepaid expenses and other current assets 102,964 53,617 Total current assets 2,252,025 2,292,274 Strategic investments 14,165 2,500 Property and equipment, net 215,832 167,014 Operating lease right-of-use assets 34,854 36,484 Deferred contract acquisition costs, noncurrent 140,443 117,906 Goodwill 374,310 83,566 Intangible assets, net 85,580 15,677 Other long-term assets 18,836 17,112 Total assets $ 3,136,045 $ 2,732,533 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable 19,642 12,065 Accrued expenses 70,162 51,117 Accrued payroll and benefits 95,462 71,907 Operating lease liabilities, current 9,374 8,977 Deferred revenue 882,969 701,988 Other current liabilities 59,219 17,499 Total current liabilities 1,136,828 863,553 Long-term debt 738,772 738,029 Deferred revenue, noncurrent 281,388 209,907 Operating lease liabilities, noncurrent 29,378 31,986 Other liabilities, noncurrent 38,278 17,184 Total liabilities 2,224,644 1,860,659 Commitments and contingencies (Note 10) Stockholders’ Equity Preferred stock, $ 0.0005 par value; 100,000 shares authorized as of July 31, 2021 and January 31, 2021; no shares issued and outstanding as of July 31, 2021 and January 31, 2021 — — Class A common stock, $ 0.0005 par value; 2,000,000 shares authorized as of July 31, 2021 and January 31, 2021; 205,736 shares and 195,039 shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively; Class B common stock, $ 0.0005 par value; 300,000 shares authorized as of July 31, 2021 and January 31, 2021; 22,416 shares and 28,685 shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively. 114 112 Additional paid-in capital 1,775,087 1,598,259 Accumulated deficit ( 872,483 ) ( 730,116 ) Accumulated other comprehensive income 1,550 2,319 Total CrowdStrike Holdings, Inc. stockholders’ equity 904,268 870,574 Non-controlling interest 7,133 1,300 Total stockholders’ equity 911,401 871,874 Total liabilities and stockholders’ equity $ 3,136,045 $ 2,732,533 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents CrowdStrike Holdings, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited) Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Revenue Subscription $ 315,836 $ 184,256 $ 597,064 $ 346,478 Professional services 21,854 14,715 43,469 30,571 Total revenue 337,690 198,971 640,533 377,049 Cost of revenue Subscription 75,993 44,037 140,896 81,281 Professional services 14,439 10,354 28,041 20,005 Total cost of revenue 90,432 54,391 168,937 101,286 Gross profit 247,258 144,580 471,596 275,763 Operating expenses Sales and marketing 153,861 95,127 288,992 183,265 Research and development 90,455 50,483 168,635 91,061 General and administrative 50,345 28,961 92,719 54,004 Total operating expenses 294,661 174,571 550,346 328,330 Loss from operations ( 47,403 ) ( 29,991 ) ( 78,750 ) ( 52,567 ) Interest expense ( 6,296 ) ( 174 ) ( 12,526 ) ( 317 ) Other income, net 619 732 5,387 5,265 Loss before provision for income taxes ( 53,080 ) ( 29,433 ) ( 85,889 ) ( 47,619 ) Provision for income taxes 4,238 441 54,300 1,477 Net loss ( 57,318 ) ( 29,874 ) ( 140,189 ) ( 49,096 ) Net income attributable to noncontrolling interest — — 2,178 — Net loss attributable to CrowdStrike $ ( 57,318 ) $ ( 29,874 ) $ ( 142,367 ) $ ( 49,096 ) Net loss per share attributable to CrowdStrike common stockholders, basic and diluted $ ( 0.25 ) $ ( 0.14 ) $ ( 0.63 ) $ ( 0.23 ) Weighted-average shares used in computing net loss per share attributable to CrowdStrike common stockholders, basic and diluted 226,362 216,695 225,276 214,932 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents CrowdStrike Holdings, Inc. Condensed Consolidated Statements of Comprehensive Loss (in thousands) (unaudited) Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Net loss $ ( 57,318 ) $ ( 29,874 ) $ ( 140,189 ) $ ( 49,096 ) Other comprehensive income (loss): Foreign currency translation adjustments ( 567 ) 2,119 ( 769 ) 1,426 Reversal of unrealized gain upon sale of debt securities, net of tax — — — ( 1,320 ) Other comprehensive income (loss) ( 567 ) 2,119 ( 769 ) 106 Less: Comprehensive income attributable to noncontrolling interest — — 2,178 — Total comprehensive loss attributable to CrowdStrike $ ( 57,885 ) $ ( 27,755 ) $ ( 143,136 ) $ ( 48,990 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents CrowdStrike Holdings, Inc. Condensed Consolidated Statements of Stockholders’ Equity Three Months Ended July 31, 2021 and 2020 (in thousands) (unaudited) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Non-controlling Interest Total Stockholders’ Equity Shares Amount Balances at April 30, 2021 225,743 $ 113 $ 1,662,199 $ ( 815,165 ) $ 2,117 $ 4,133 $ 853,397 Issuance of common stock upon exercise of options 992 1 6,461 — — — 6,462 Issuance of common stock under RSU release 728 — — — — — — Issuance of common stock under employee stock purchase plan 689 — 27,452 — — — 27,452 Vesting of early exercised options — — 797 — — — 797 Stock-based compensation expense — — 75,364 — — — 75,364 Capitalized stock-based compensation — — 2,814 — — — 2,814 Net loss — — — ( 57,318 ) — — ( 57,318 ) Non-controlling interest — — — — — 3,000 3,000 Other comprehensive loss — — — — ( 567 ) — ( 567 ) Balances at July 31, 2021 228,152 $ 114 $ 1,775,087 $ ( 872,483 ) $ 1,550 $ 7,133 $ 911,401 Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Non-controlling Interest Total Stockholders’ Equity Shares Amount Balances at April 30, 2020 215,505 $ 108 $ 1,409,758 $ ( 656,709 ) $ ( 1,004 ) $ 1,000 $ 753,153 Issuance of common stock upon exercise of options 2,633 2 10,206 — — — 10,208 Issuance of common stock under RSU release 491 — — — — — — Issuance of common stock under employee stock purchase plan 565 — 17,284 — — — 17,284 Vesting of early exercised options — — 849 — — — 849 Stock-based compensation expense — — 37,713 — — — 37,713 Capitalized stock-based compensation — — 513 — — — 513 Net loss — — — ( 29,874 ) — — ( 29,874 ) Non-controlling interest — — — — — 50 50 Other comprehensive income — — — — 2,119 — 2,119 Balances at July 31, 2020 219,194 $ 110 $ 1,476,323 $ ( 686,583 ) $ 1,115 $ 1,050 $ 792,015 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents CrowdStrike Holdings, Inc. Condensed Consolidated Statements of Stockholders’ Equity Six Months Ended July 31, 2021 and 2020 (in thousands) (unaudited) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Non-controlling Interest Total Stockholders’ Equity Shares Amount Balances at January 31, 2021 223,724 $ 112 $ 1,598,259 $ ( 730,116 ) $ 2,319 $ 1,300 $ 871,874 Issuance of common stock upon exercise of options 1,761 2 10,214 — — — 10,216 Issuance of common stock under RSU release 1,921 — — — — — — Issuance of common stock under employee stock purchase plan 689 — 27,452 — — — 27,452 Issuance of common stock related to early exercised options 57 — — — — — — Vesting of early exercised options — — 1,594 — — — 1,594 Stock-based compensation expense — — 129,010 — — — 129,010 Capitalized stock-based compensation — — 4,547 — — — 4,547 Fair value of replacement equity awards attributable to pre-acquisition service — — 4,011 — — — 4,011 Net loss — — — ( 142,367 ) — 2,178 ( 140,189 ) Non-controlling interest — — — — 3,655 3,655 Other comprehensive loss — — — — ( 769 ) — ( 769 ) Balances at July 31, 2021 228,152 $ 114 $ 1,775,087 $ ( 872,483 ) $ 1,550 $ 7,133 $ 911,401 Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Non-controlling Interest Total Stockholders’ Equity Shares Amount Balances at January 31, 2020 212,948 $ 106 $ 1,378,479 $ ( 637,487 ) $ 1,009 $ 500 $ 742,607 Issuance of common stock upon exercise of options 4,689 4 16,597 — — — 16,601 Issuance of common stock under RSU release 992 — — — — — — Issuance of common stock under employee stock purchase plan 565 — 17,284 — — — 17,284 Vesting of early exercised options — — 1,722 — — — 1,722 Stock-based compensation expense — — 61,351 — — — 61,351 Capitalized stock-based compensation — — 890 — — — 890 Net loss — — — ( 49,096 ) — — ( 49,096 ) Non-controlling interest — — — — — 550 550 Other comprehensive loss — — — — 106 — 106 Balances at July 31, 2020 219,194 $ 110 $ 1,476,323 $ ( 686,583 ) $ 1,115 $ 1,050 $ 792,015 The accompanying notes are an integral part of these condensed consolidated financial statements. 10 Table of Contents CrowdStrike Holdings, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Six Months Ended July 31, 2021 2020 Operating activities Net loss $ ( 140,189 ) $ ( 49,096 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 24,725 17,621 Loss on disposal of property and equipment 244 — Amortization of intangible assets 5,735 207 Amortization of deferred contract acquisition costs 50,419 28,171 Non-cash operating lease cost 4,469 4,939 Provision for credit losses 354 ( 269 ) Stock-based compensation expense 130,649 61,351 Gain on sale of debt securities, net — ( 1,347 ) Accretion of marketable securities purchased at a premium — 578 Non-cash interest expense 1,199 320 Change in fair value of strategic investments ( 4,356 ) — Changes in operating assets and liabilities, net of impact of acquisition Accounts receivable ( 24,257 ) 16,020 Deferred contract acquisition costs ( 87,576 ) ( 48,988 ) Prepaid expenses and other assets ( 47,883 ) ( 1,953 ) Accounts payable 5,383 9,634 Accrued expenses and other current liabilities 55,242 ( 8,112 ) Accrued payroll and benefits 22,853 ( 711 ) Operating lease liabilities ( 5,022 ) 1,315 Deferred revenue 251,742 118,672 Other liabilities 12,277 5,250 Net cash provided by operating activities 256,008 153,602 Investing activities Purchases of property and equipment ( 55,793 ) ( 30,334 ) Capitalized internal-use software and website development ( 9,273 ) ( 3,850 ) Purchase of strategic investments ( 7,309 ) ( 1,000 ) Business acquisition, net of cash acquired ( 353,746 ) — Purchases of marketable securities — ( 84,904 ) Proceeds from sales of marketable securities — 639,586 Maturities of marketable securities — 91,605 Net cash (used in) provided by investing activities ( 426,121 ) 611,103 Financing activities Payment of debt issuance costs related to revolving line of credit ( 219 ) — Payment of debt issuance costs related to Senior Notes ( 1,581 ) — Proceeds from issuance of common stock upon exercise of stock options 9,492 16,601 Proceeds from issuance of common stock under the employee stock purchase plan 27,452 17,284 Capital contributions from non-controlling interest holders 3,655 550 Net cash provided by financing activities 38,799 34,435 Effect of foreign exchange rates on cash and cash equivalents ( 243 ) 796 Net (decrease) increase in cash and cash equivalents ( 131,557 ) 799,936 Cash and cash equivalents, beginning of period 1,918,608 264,798 Cash and cash equivalents, end of period $ 1,787,051 $ 1,064,734 Supplemental disclosure of cash flow information: Interest paid $ 78 $ — Income taxes paid, net of refunds received 2,337 663 Supplemental disclosure of non-cash investing and financing activities: Net increase (decrease) in property and equipment included in accounts payable and accrued expenses 4,480 ( 1,020 ) Vesting of early exercised stock options 1,594 1,722 Equity consideration for acquisitions 4,011 — Operating lease liabilities arising from obtaining operating right of-use assets 3,121 — The accompanying notes are an integral part of these condensed consolidated financial statements . 11 Table of Contents CrowdStrike Holdings, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 1. Description of Business and Basis of Presentation Business CrowdStrike Holdings, Inc. (the “Company”) was formed on November 7, 2011. The Company provides a leading cloud-delivered solution for next-generation endpoint and cloud workload protection that offers 19 cloud modules and its Falcon platform via a software as a service (“SaaS”) subscription-based model that spans multiple security markets, including corporate workload security, security and vulnerability management, managed security services, IT operations management, threat intelligence services, identity protection and log management. The Company is headquartered in Sunnyvale, California. The Company conducts its business in the United States, as well as locations internationally, including in Australia, Germany, India, Israel, Romania, and the United Kingdom. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of January 31, 2021, and related disclosures, have been derived from the audited consolidated financial statements at that date but do not include all of the information required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments that are necessary for the fair statement of the Company’s condensed consolidated financial information. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of the results to be expected for the year ending January 31, 2022 or for any other interim period or for any other future year. 2. Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable required disclosures and regulations of the SEC. Therefore, the accompanying interim unaudited condensed consolidated financial statements and related financial information should be read in conjunction with Item 8, “Financial Statements and Supplementary Data” included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the SEC on March 18, 2021. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. These estimates are based on information available as of the date of the condensed consolidated financial statements. On a regular basis, management evaluates these estimates and assumptions. Actual results may differ from these estimates and such difference could be material to the Company’s condensed consolidated financial statements. Estimates and assumptions used by management include, but are not limited to, revenue recognition, the allowance for credit losses, the useful lives of long-lived assets, the fair values of strategic investments, the period of benefit for deferred contract acquisition costs, the discount rate used for operating leases, the recognition and disclosure of contingent liabilities, income taxes, stock-based compensation, the fair value of assets acquired and liabilities assumed for business combinations, and the fair value and effective interest rate for the Senior Notes. 12 Table of Contents Due to the Coronavirus (“COVID-19”) pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require a material update to its estimates or judgments or an adjustment of the carrying value of its assets or liabilities as of July 31, 2021. While there was not a material impact to the Company’s condensed consolidated financial statements as of and for the three and six months ended July 31, 2021, these estimates may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 that could result in material impacts to the Company’s condensed consolidated financial statements in future reporting periods. Concentration of Credit Risk and Geographic Information The Company generates revenue from the sale of subscriptions to access its cloud platform and professional services. The Company’s sales team, along with its channel partner network of system integrators and value-added resellers (collectively, “channel partners”), sells the Company’s services worldwide to organizations of all sizes. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, accounts receivable, and strategic investments. The Company’s cash is placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company has not experienced any credit loss relating to its cash equivalents and strategic investments. The Company performs periodic credit evaluations of its customers and generally does not require collateral. Channel partners or direct customers who represented 10% or more of the Company’s accounts receivable were as follows: July 31, January 31, 2021 2021 Channel partner A (1) 14 % 10 % Customer A (1) — % 17 % __________________________________ (1) Channel Partner A and Customer A are controlled by the same company. There were no direct customers or channel partners who represented 10% or more of the Company’s total revenue during the three and six months ended July 31, 2021 and July 31, 2020. Significant Accounting Policies The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended January 31, 2021. There have been no significant changes to these policies that have had a material impact on the Company’s condensed consolidated financial statements and related notes for the three and six months ended July 31, 2021. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The Company adopted this guidance on February 1, 2021, which did not have a material effect on its condensed consolidated financial statements. 13 Table of Contents 3. Investments and Fair Value Measurements The Company follows ASC 820 , Fair Value Measurements , with respect to marketable securities that are measured at fair value on a recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or a liability in an orderly transaction between market participants as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels as follows: Level 1 Assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in active markets Level 2 Assets and liabilities whose values are based on quoted prices in markets that are not active or inputs that are observable for substantially the full term of the asset or liability Level 3 Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands): July 31, 2021 January 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents (1) Money market funds $ 396,011 $ — $ — $ 396,011 $ — $ — $ — $ — Total assets $ 396,011 $ — $ — $ 396,011 $ — $ — $ — $ — __________________________________ (1) Included in “Cash and cash equivalents” on the condensed consolidated balance sheets. There were no transfers between the levels of the fair value hierarchy during the periods presented. The following summarizes the changes in strategic investments (in thousands): July 31, January 31, 2021 2021 Total initial cost $ 9,809 $ 2,500 Unrealized gains due to changes in fair value 4,356 — Carrying value $ 14,165 $ 2,500 14 Table of Contents 4. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): July 31, 2021 January 31, 2021 Other current assets $ 38,178 $ 4,566 Prepaid marketing 23,104 10,852 Prepaid software licenses 17,785 20,596 Prepaid expenses 19,008 12,220 Prepaid hosting services 4,889 5,383 Prepaid expenses and other current assets $ 102,964 $ 53,617 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): July 31, 2021 January 31, 2021 Data center and other computer equipment $ 175,359 $ 146,220 Capitalized internal-use software and website development 54,839 44,358 Leasehold improvements 19,319 19,733 Purchased software 5,219 3,211 Furniture and equipment 6,469 6,498 Construction in process 67,602 35,528 328,807 255,548 Less: Accumulated depreciation and amortization ( 112,975 ) ( 88,534 ) Property and equipment, net $ 215,832 $ 167,014 Construction in process primarily includes data center equipment purchased that has not yet been placed in service. As of July 31, 2021, $ 57.4 million of data center equipment was purchased but not yet been placed into service. Depreciation and amortization expense of property and equipment was $ 12.7 million and $ 9.4 million during the three months ended July 31, 2021 and July 31, 2020, respectively, and $ 24.7 million and $ 17.6 million during the six months ended July 31, 2021 and July 31, 2020, respectively. There was no impairment of website and internal-use software during the three and six months ended July 31, 2021 and July 31, 2020. The Company capitalized $ 7.6 million and $ 2.4 million in website and internal-use software during the three months ended July 31, 2021 and July 31, 2020, and $ 13.8 million and $ 4.7 million during the six months ended July 31, 2021 and July 31, 2020, respectively. Amortization expense associated with website and internal-use software totaled $ 2.8 million and $ 1.8 million during the three months ended July 31, 2021 and July 31, 2020, respectively, and $ 5.3 million and $ 3.7 million during the six months ended July 31, 2021 and July 31, 2020, respectively. The net book value of capitalized website and internal-use software was $ 28.8 million and $ 20.1 million as of July 31, 2021 and January 31, 2021, respectively. 15 Table of Contents Intangible Assets, Net Total intangible assets, net consisted of the following (dollar in thousands): July 31, 2021 Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Amount (in months) Developed technology $ 82,416 $ 6,062 $ 76,354 87 Customer relationships 9,084 1,215 7,869 77 Other acquired intangible assets 1,774 417 1,357 55 Total $ 93,274 $ 7,694 $ 85,580 January 31, 2021 Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Amount (in months) Developed technology $ 14,513 $ 2,193 $ 12,320 56 Customer relationships 3,769 649 3,120 54 Other acquired intangible assets 399 162 237 185 Total $ 18,681 $ 3,004 $ 15,677 Amortization of developed technology, customer relationships, and other acquired intangible assets are recorded within cost of revenue, sales and marketing expense, and research and development expense, respectively, in the condensed consolidated statements of operations. Amortization expense of intangible assets was $ 3.3 million and $ 0.1 million during the three months ended July 31, 2021 and July 31, 2020, and $ 5.7 million and $ 0.2 million during the six months ended July 31, 2021 and July 31, 2020, respectively. The estimated aggregate future amortization expense of intangible assets as of July 31, 2021 is as follows (in thousands): Total Fiscal 2022 (remaining six months) $ 6,634 Fiscal 2023 13,199 Fiscal 2024 12,502 Fiscal 2025 12,418 Fiscal 2026 11,331 Thereafter 29,496 Total amortization expense $ 85,580 The developed technology, customer relationships, and other acquired intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 2 to 20 years. Goodwill Goodwill during the six months ended July 31, 2021 consisted of the following (in thousands): Amounts Goodwill as of January 31, 2021 $ 83,566 Goodwill acquired (1) 291,273 Foreign currency translation ( 529 ) Goodwill as of July 31, 2021 $ 374,310 __________________________________ (1) Goodwill acquired resulted from the acquisition of Humio. Refer to Note 12 for additional information. 16 Table of Contents Accrued Expenses Accrued expenses consisted of the following (in thousands): July 31, 2021 January 31, 2021 Web hosting services $ 17,795 $ 14,187 Other accrued expenses 14,671 11,372 Accrued interest expense 11,937 687 Accrued marketing 10,970 14,592 Accrued purchases of property and equipment 8,979 4,570 Accrued legal and accounting 5,810 5,709 Accrued expenses $ 70,162 $ 51,117 Accrued Payroll and Benefits Accrued payroll and benefits consisted of the following (in thousands): July 31, 2021 January 31, 2021 Accrued payroll and related expenses $ 40,694 $ 16,528 Accrued commissions 32,588 32,300 Accrued bonuses 13,518 12,110 Employee Stock Purchase Plan 8,662 10,969 Accrued payroll and benefits $ 95,462 $ 71,907 In April 2020, the Company began deferring payment on its share of payroll taxes owed, as permitted by the CARES Act through December 31, 2020. As of July 31, 2021 and January 31, 2021, the Company had deferred $ 5.1 million of payroll taxes in other current liabilities and $ 5.1 million of payroll taxes in other liabilities, noncurrent on the condensed consolidated balance sheet. 5. Debt Secured Revolving Credit Facility In April 2019, the Company entered into a Credit Agreement with Silicon Valley Bank and other lenders, to provide a revolving line of credit of up to $ 150.0 million, including a letter of credit sub-facility in the aggregate amount of $ 10.0 million, and a swingline sub-facility in the aggregate amount of $ 10.0 million. On January 4, 2021, the Company amended and restated its existing credit agreement (the “A&R Credit Agreement” and the facility thereunder the “Revolving Facility”) among CrowdStrike, Inc., as borrower, CrowdStrike Holdings, Inc., as guarantor, and Silicon Valley Bank and the other lenders party thereto, providing the Company with a revolving line of credit of up to $ 750.0 million, including a letter of credit sub-facility in the aggregate amount of $ 100.0 million, and a swingline sub-facility in the aggregate amount of $ 50.0 million. The Company also has the option to request an incremental facility of up to an additional $ 250.0 million from one or more of the lenders under the A&R Credit Agreement. The A&R Credit Agreement is guaranteed by all of the Company’s material domestic subsidiaries. The A&R Credit Agreement extended the maturity date of April 19, 2022 to January 2, 2026. Under the A&R Credit Agreement, revolving loans may be either Eurodollar Loans or Alternate Base Rate (“ABR”) Loans. Outstanding Eurodollar Loans incur interest at the Eurodollar Rate, which is defined as LIBOR (or any successor thereto), subject to a 0.00 % LIBOR floor, plus a margin between 1.50 % and 2.00 %, depending on the Company’s senior secured leverage ratio. Outstanding ABR Loans incur interest at the highest of (a) the Prime Rate, as published by the Wall Street Journal, (b) the federal funds rate in effect for such day plus 0.50 %, and (c) the Eurodollar Rate plus 1.00 %, in each case plus a margin between ( 0.25 )% and 0.25 %, depending on the senior secured leverage ratio. The Company will be charged a commitment fee of 0.15 % to 0.25 % per year for committed but unused amounts, depending on the senior secured leverage ratio. The financial covenants require the Company to maintain a minimum consolidated interest coverage ratio of 3.00 :1.00, a maximum senior secured leverage ratio of 3.00 :1.00 (through January 31, 2023), and a maximum total leverage ratio of 5.50 :1.00 stepping down to 3.50 :1.00 over time. The Company was in compliance with the financial covenants as of July 31, 2021. 17 Table of Contents The A&R Credit Agreement is secured by substantially all of the Company’s current and future consolidated assets, property and rights, including, but not limited to, intellectual property, cash, goods, equipment, contractual rights, financial assets, and intangible assets of the Company and certain of its subsidiaries. The A&R Credit Agreement contains customary covenants limiting the Company’s ability and the ability of its subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock, and make investments, in each case subject to certain exceptions. No amounts were outstanding under the A&R Credit Agreement as of July 31, 2021 and January 31, 2021. Senior Notes On January 20, 2021, the Company issued $ 750.0 million in aggregate principal amount of 3.00 % Senior Notes maturing in February 2029. The Senior Notes are guaranteed by the Company’s subsidiary, CrowdStrike, Inc. and will be guaranteed by each of the Company’s existing and future domestic subsidiaries that becomes a borrower or guarantor under the A&R Credit Agreement. The Senior Notes were issued at par and bear interest at a rate of 3.00 % per annum. Interest payments are payable semiannually on February 15 and August 15 of each year, commencing on August 15, 2021. The Company may voluntarily redeem the Senior Notes, in whole or in part, 1) at any time prior to February 15, 2024 at (a) 100.00 % of their principal amount, plus a “make whole” premium or (b) with the net cash proceeds received from an equity offering at a redemption price equal to 103.00 % of the principal amount, provided the aggregate principal amount of all such redemptions does not exceed 40 % of the original aggregate principal amount of the Senior Notes; 2) at any time on or after February 15, 2024 at a prepayment price equal to 101.50 % of the principal amount; 3) at any time on or after February 15, 2025 at a prepayment price equal to 100.75 % of the principal amount; and 4) at any time on or after February 15, 2026 at a prepayment price equal to 100.00 % of the principal amount; in each case, plus accrued and unpaid interest, if any, to but excluding, the date of redemption. The net proceeds from the debt offering were $ 738.0 million after deducting underwriting commissions of $ 9.4 million and $ 2.6 million of issuance costs. The debt issuance costs are being amortized to interest expense using the effective interest method over the term of the Senior Notes. Interest expense related to contractual interest expense, amortization of debt issuance costs and accretion of debt discount was $ 6.0 million and $ 12.0 million during the three and six months ended July 31, 2021, respectively. In certain circumstances involving a change of control event, the Company will be required to make an offer to repurchase all or, at the holder’s option, any part, of each holder’s notes of that series at 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The indenture governing the Senior Notes (the “Indenture”) contain covenants limiting the Company’s ability and the ability of its subsidiaries to create liens on certain assets to secure debt; grant a subsidiary guarantee of certain debt without also providing a guarantee of the Senior Notes; declare dividends; and consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of its assets to, another person. These covenants are subject to a number of limitations and exceptions. Certain of these covenants will not apply during any period in which the notes are rated investment grade by Fitch Ratings, Inc. (“Fitch”), Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”). As of July 31, 2021, the Company was in compliance with all of its financial covenants under the Indenture associated with the Senior Notes. Based on the trading prices of the Senior Notes, the fair value of the Senior Notes as of July 31, 2021 was approximately $ 761.1 million. While the Senior Notes are recorded at cost, the fair value of the Senior Notes was determined based on quoted prices in markets that are not active; accordingly, the Senior Notes is categorized as Level 2 for purposes of the fair value measurement hierarchy. 6. Income Taxes The Company recognized an income tax expense of $ 4.2 million and $ 0.4 million for the three months ended July 31, 2021 and July 31, 2020, respectively, and $ 54.3 million and $ 1.5 million for the six months ended July 31, 2021 and July 31, 2020, respectively. The tax expense for the three months ended July 31, 2021 was primarily attributable to pre-tax foreign earnings. The tax expense for the six months ended July 31, 2021 was primarily attributable to pre-tax foreign earnings and the intercompany sale of intellectual property from Humio. The Company transferred acquired intellectual property from the foreign subsidiary to the U.S. Although the transfer of the intellectual property between consolidated entities did not result in any gain in the consolidated results of operations, the Company generated a taxable gain in the foreign jurisdiction resulting in an additional 18 Table of Contents tax expense of $ 48.8 million. The Company’s effective tax rates of ( 8.0 )% and ( 1.5 )% for the three months ended July 31, 2021 and July 31, 2020, respectively, and ( 61.7 )% and ( 3.1 )% for the six months ended July 31, 2021 and July 31, 2020, respectively, differ from the U.S. statutory tax rate primarily due to U.S. losses for which there is no benefit and the tax impact from the intercompany sale of intellectual property from Humio for the six months ended July 31, 2021. The Company has a full valuation allowance on its U.S. federal and state and its U.K. deferred tax assets. As a result, consistent with the prior year, the Company does not record a tax benefit on these losses because it is more likely than not that the benefit will not be realized. The balance of gross unrecognized tax benefits was $ 56.9 million and $ 24.4 million as of July 31, 2021 and January 31, 2021, respectively. The increase was primarily due to establishing an uncertain tax position associated with the intercompany sale of intellectual property. As of July 31, 2021 and January 31, 2021, approximately $ 22.9 million and $ 0.6 million, respectively of the unrecognized tax benefits including interest and penalties would affect the Company’s effective tax rate if favorably resolved. Given the uncertainty of the timing of resolving the issue, the Company is unable to estimate the range of possible changes to the balance of our unrecognized tax benefits within the next 12 months. In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax jurisdictions, the Company recognizes potential liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes and interest will be due. If the Company’s estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes in the condensed consolidated statements of operations. Accrued interest and penalties are included within other liabilities, noncurrent on the condensed consolidated balance sheet. 7. Leases Operating Leases The Company has entered into non-cancelable operating lease agreements with various expiration dates through fiscal 2027. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments. Cash paid for amounts included in the measurement of operating lease liabilities was $ 3.0 million for both the three months ended July 31, 2021 and July 31, 2020 and $ 5.9 million and $ 5.4 million for the six months ended July 31, 2021 and July 31, 2020, respectively. Operating lease liabilities arising from obtaining operating right-of-use assets was $ 0.5 million and $ 6.2 million for the three months ended July 31, 2021 and July 31, 2020, respectively, and $ 3.1 million and $ 6.2 million for the six months ended July 31, 2021 and July 31, 2020, respectively. As of July 31, 2021, the weighted-average remaining lease term is 3.7 years, and the weighted-average discount rate is 5.6 %. The component of lease costs was as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Lease cost Operating lease cost $ 2,845 $ 2,671 $ 5,611 $ 4,954 Short-term lease cost 466 492 962 985 Variable lease cost 887 518 1,736 1,354 Total lease cost $ 4,198 $ 3,681 $ 8,309 $ 7,293 There was no sublease income for the three and six months ended July 31, 2021 or July 31, 2020. As of July 31, 2021, the Company has not entered into any non-cancelable operating leases with a term greater than 12 months that have not yet commenced. 19 Table of Contents The maturities of the Company’s non-cancelable operating lease liabilities are as follows (in thousands): July 31, 2021 Fiscal 2022 (remaining six months) $ 4,307 Fiscal 2023 11,660 Fiscal 2024 11,627 Fiscal 2025 10,518 Fiscal 2026 4,521 Thereafter 456 Total operating lease payments 43,089 Less: imputed interest ( 4,337 ) Present value of operating lease liabilities $ 38,752 8. Stock-Based Compensation Stock Incentive Plan In May 2019, the Company’s board of directors adopted, and the stockholders approved the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) with the purpose of granting stock-based awards to employees, directors, officers and consultants, including stock options, restricted stock awards, restricted stock units and performance-based restricted stock units. A total of 8,750,000 shares of Class A common stock were initially available for issuance under the 2019 Plan. The Company’s compensation committee administers the 2019 Plan. The number of shares of the Company’s common stock available for issuance under the 2019 Plan is subject to an annual increase on the first day of each fiscal year beginning on February 1, 2020, equal to the lesser of: (i) two percent ( 2.0 %) of outstanding shares of the Company’s capital stock as of the last day of the immediately preceding fiscal year or (ii) such other amount as the Company’s board of directors may determine. The 2011 Plan was terminated on June 10, 2019, which was the business day prior to the effectiveness of the Company’s registration statement on Form S-1 used in connection with the Company’s IPO, and stock-based awards are no longer granted under the 2011 Plan. Any shares underlying stock options that expire or terminate or are forfeited or repurchased under the 2011 Plan will be automatically transferred to the 2019 Plan. Stock Options The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The expected term represents the period that the Company’s share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms, and contractual lives of the options. The expected stock price volatility is based upon comparable public company data. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated option life. The fair value of each option was estimated on the date of grant using the following assumptions during the period: Six Months Ended July 31, 2021 2020 Expected term (in years) 3.8 - 5.6 6.05 Risk-free interest rate 0.6 % - 1.0 % 0.4 % Expected stock price volatility 36.1 % - 37.1 % 36.0 % Dividend yield — % — % 20 Table of Contents The following table is a summary of stock option activity for the six months ended July 31, 2021: Number of Shares Weighted-Average Exercise Price Per Share (in thousands) Options outstanding at January 31, 2021 6,646 $ 8.24 Granted 93 $ 3.19 Exercised ( 1,761 ) $ 5.80 Canceled ( 111 ) $ 10.01 Options outstanding at July 31, 2021 4,867 $ 8.99 Options vested and expected to vest at July 31, 2021 4,867 $ 8.99 Options exercisable at July 31, 2021 2,811 $ 6.19 Options outstanding include 393,656 options that were unvested as of July 31, 2021. The aggregate intrinsic value of options vested and exercisable was $ 695.4 million and $ 711.4 million as of July 31, 2021 and January 31, 2021, respectively. The weighted-average remaining contractual term of options vested and exercisable was 6.2 years and 6.4 years as of July 31, 2021 and January 31, 2021, respectively. No options were granted during the three months ended July 31, 2021. The weighted-average grant date fair values of all options granted was $ 32.91 per share during the three months ended July 31, 2020, and $ 180.08 and $ 32.91 per share during the six months ended July 31, 2021 and July 31, 2020, respectively. The total intrinsic value of all options exercised was $ 234.0 million and $ 242.8 million during the three months ended July 31, 2021 and July 31, 2020, respectively, and $ 388.4 million and $ 354.0 million during the six months ended July 31, 2021 and July 31, 2020, respectively. The aggregate intrinsic value of stock options outstanding as of July 31, 2021 and January 31, 2021 was $ 1.2 billion and $ 1.4 billion, respectively, which represents the excess of the fair value of the Company’s common stock over the exercise price of the options multiplied by the number of options outstanding. The weighted-average remaining contractual term of stock options outstanding was 6.6 years and 7.0 years as of July 31, 2021 and January 31, 2021, respectively. Total unrecognized stock-based compensation expense related to unvested options was $ 23.0 million as of July 31, 2021. This expense is expected to be amortized on a straight-line basis over a weighted-average vesting period of 1.5 years. Total unrecognized stock-based compensation expense related to unvested options was $ 24.3 million as of January 31, 2021. This expense is expected to be amortized on a straight-line basis over a weighted-average vesting period of 1.7 years. Early Exercise of Employee Options The 2011 Stock Plan allows for the early exercise of stock options for certain individuals as determined by the Board of Directors. The consideration received for an early exercise of an option is a deposit of the exercise price and the related dollar amount is recorded as a liability for early exercise of unvested stock options in the condensed consolidated balance sheets. This liability is reclassified to additional paid-in capital as the awards vest. If a stock option is early exercised, the unvested shares may be repurchased by the Company in case of employment termination or for any reason, including death and disability, at the price paid by the purchaser for such shares. There were no issued shares of common stock related to early exercised stock options for the three and six months ended July 31, 2021 or July 31, 2020. As of July 31, 2021, the number of shares of common stock related to early exercised stock options subject to repurchase was 368,532 shares for $ 3.8 million. As of January 31, 2021, the number of shares of common stock related to early exercised stock options subject to repurchase was 548,028 shares for $ 5.4 million. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The Company includes unvested shares subject to repurchase in the number of shares outstanding in the condensed consolidated balance sheet and statements of stockholders’ equity. Restricted Stock Units Restricted Stock Units (“RSUs”) granted under the 2019 Plan are generally subject to only service-based vesting condition. The service-based vesting condition is generally satisfied based on one of four vesting schedules: (i) vesting of one-fourth of the RSUs on the first “Company vest date” (defined as March 20, June 20, September 20, or December 20) on or following the one-year anniversary of the vesting commencement date with the remainder of the RSUs vesting in twelve equal 21 Table of Contents quarterly installments thereafter, subject to continued service, (ii) vesting in sixteen equal quarterly installments, subject to continued service, (iii) vesting in eight equal quarterly installments, subject to continued service, or (iv) vesting sixteen quarterly installments with 10 % in the first year, 15 % in the second year, 25 % in the third year and 50 % in the fourth year, subject to continued service. The valuation of such RSUs is based solely on the fair value of the Company’s stock price on the date of grant. Expense for RSUs that have a service-based vesting condition only are being amortized on a straight-line basis. Expense for RSUs that have both a service-based and a performance-based vesting condition are being amortized under the accelerated attribution method. Total unrecognized stock-based compensation expense related to unvested RSUs was $ 557.7 million as of July 31, 2021. This expense is expected to be amortized (subject to acceleration or straight-line basis) over a weighted-average vesting period of 2.4 years. Performance-based Stock Units Performance-based stock units (“PSUs”) granted under the 2019 Plan are generally subject to both a service-based vesting condition and a performance-based vesting condition. PSUs will vest upon the achievement of specified performance targets and subject to continued service through the applicable vesting dates. The compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied. Expense for PSUs are being amortized under the accelerated attribution method and may be adjusted over the vesting period based on interim estimates of performance against pre-set objectives. Total unrecognized stock-based compensation expense related to unvested PSUs was $ 71.6 million as of July 31, 2021. This expense is expected to be amortized over a weighted-average vesting period of 1.5 years. The following table is a summary of RSU and PSU activities for the six months ended July 31, 2021: Number of Shares Weighted- Average Grant Date Fair Value Per Share (in thousands) RSUs and PSUs outstanding at January 31, 2021 8,449 $ 59.27 Granted 1,554 $ 205.49 Vested ( 1,921 ) $ 55.41 Performance adjustment (1) 153 $ 58.15 Forfeited ( 216 ) $ 92.80 RSUs and PSUs outstanding at July 31, 2021 8,019 $ 87.60 RSUs and PSUs expected to vest at July 31, 2021 8,019 $ 87.60 __________________________________ (1) Performance adjustment represents adjustments in shares outstanding due to the actual achievement of performance based awards, the achievement of which was based upon predefined financial performance targets. Employee Stock Purchase Plan In May 2019, the board of directors adopted, and the stockholders approved the CrowdStrike Holdings, Inc. 2019 Employee Stock Purchase Plan (“ESPP”), which became effective on June 10, 2019, which was the business day prior to the effectiveness of the Company’s registration statement on Form S-1 used in connection with the Company’s IPO. A total of 3,500,000 shares of Class A common stock were initially reserved for issuance under the ESPP. The Company’s compensation committee administers the ESPP. The number of shares of common stock available for issuance under the ESPP is subject to an annual increase on the first day of each fiscal year beginning on February 1, 2020, equal to the lesser of: (i) one percent ( 1 %) of outstanding shares of the Company’s capital stock as of the last day of the immediately preceding fiscal year or (ii) such other amount as its board of directors may determine. In May 2021, the Company’s compensation committee adopted an amendment and restatement of the ESPP, which was approved by the Company’s stockholders in June 2021. The amended and restated ESPP clarified the original intent that the annual increase will in no event exceed 5,000,000 shares of the Company’s Class A common stock in any year. 22 Table of Contents The ESPP provides for consecutive offering periods that will typically have a duration of approximately 24 months in length and is comprised of four purchase periods of approximately six months in length. The offering periods are scheduled to start on the first trading day on or after June 11 and December 11 of each year. The first offering period commenced on June 11, 2019 and ended on June 10, 2021. The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s Class A common stock through payroll deductions of up to 15 % of their eligible compensation. A participant may purchase a maximum of 2,500 shares of common stock during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each six-month purchase period. The purchase price of the shares shall be 85 % of the lower of the fair market value of the Class A common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The ESPP allows for up to one increase in contribution during each purchase period. If an employee elects to increase his or her contribution, the Company treats this as an accounting modification. The pre- and post-modification fair values are calculated on the date of the modification, and the incremental expense is then amortized over the remaining purchase period. Incremental expense as a result of such modification was $ 1.8 million and $ 0.8 million for the three months ended July 31, 2021 and July 31, 2020, respectively, and $ 4.3 million and $ 0.8 million for the six months ended July 31, 2021 and July 31, 2020, respectively. Employee payroll contributions ultimately used to purchase shares are reclassified to stockholders’ equity on the purchase date. ESPP employee payroll contributions accrued at July 31, 2021 and January 31, 2021 totaled $ 8.7 million and $ 11.0 million are included within accrued payroll and benefits in the condensed consolidated balance sheets. The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of the Company’s common shares to be issued under the ESPP for the offering periods beginning in June 2019: Six Months Ended July 31, 2021 2020 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Risk-free interest rate 0.0 % - 1.9 % 0.2 % - 2.0 % Expected stock price volatility 33.0 % - 55.9 % 30.1 % - 54.3 % Dividend yield — % — % Stock-Based Compensation Expense Stock-based compensation expense included in the condensed consolidated statements of operations is as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Subscription cost of revenue $ 5,294 $ 2,635 $ 9,579 $ 4,630 Professional services cost of revenue 2,389 1,425 4,417 2,396 Sales and marketing 25,265 13,603 42,679 22,290 Research and development 25,808 9,029 43,609 13,929 General and administrative 17,531 11,021 30,365 18,106 Total stock-based compensation expense $ 76,287 $ 37,713 $ 130,649 $ 61,351 23 Table of Contents 9. Revenue, Deferred Revenue and Remaining Performance Obligations The following table summarizes the revenue from contracts by type of customer (in thousands, except percentages): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue Channel Partners $ 251,768 75 % $ 153,412 77 % $ 478,823 75 % $ 283,692 75 % Direct Customers 85,922 25 % 45,559 23 % 161,710 25 % 93,357 25 % Total revenue $ 337,690 100 % $ 198,971 100 % $ 640,533 100 % $ 377,049 100 % The Company uses channel partners to complement direct sales and marketing efforts. The partners place an order with the Company after negotiating the order directly with an end customer. The partners negotiate pricing with the end customer and in some rare instances are responsible for certain support levels directly with the end customer. The Company’s contract is with the partner and payment to the Company is not contingent on the receipt of payment from the end customer. The Company recognizes the contractual amount charged to the partners as revenue ratably over the term of the arrangement once access to the Company’s solution has been provided to the end customer. The Company also uses referral partners who refer customers in exchange for a referral fee. The Company negotiates pricing and contracts directly with the end customer. The Company recognizes revenue from the sales to the end customers, ratably over the term of the contract, once access to the Company’s solution has been provided to the end customer. The following table summarizes the revenue by region based on the shipping address of customers who have contracted to use the Company’s platform or service (in thousands, except percentages): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Amount % Revenue Amount % Revenue Amount % Revenue Amount % Revenue United States $ 244,668 72 % $ 141,733 71 % $ 464,470 73 % $ 271,214 72 % Europe, Middle East, and Africa 46,550 14 % 28,552 14 % 88,199 14 % 53,594 14 % Asia Pacific 32,998 10 % 17,733 9 % 61,998 9 % 32,634 9 % Other 13,474 4 % 10,953 6 % 25,866 4 % 19,607 5 % Total revenue $ 337,690 100 % $ 198,971 100 % $ 640,533 100 % $ 377,049 100 % No single country other than the United States represented 10% or more of the Company’s total revenue during the three and six months ended July 31, 2021 and July 31, 2020. Contract Balances Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. The Company recognized revenue of $ 281.4 million and $ 165.1 million for the three months ended July 31, 2021 and July 31, 2020, respectively, and $ 447.2 million and $ 261.9 million for the six months ended July 31, 2021 and July 31, 2020, respectively, that were included in the corresponding contract liability balance at the beginning of the period. The Company receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 - 60 days. Contract assets include amounts related to the contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced. 24 Table of Contents Changes in deferred revenue were as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Carrying Amount Beginning Balance $ 1,021,991 $ 635,973 $ 911,895 $ 571,168 Additions to deferred revenue 480,056 252,838 892,995 495,721 Recognition of deferred revenue ( 337,690 ) ( 198,971 ) ( 640,533 ) ( 377,049 ) Ending Balance $ 1,164,357 $ 689,840 $ 1,164,357 $ 689,840 Remaining Performance Obligations The Company’s subscription contracts with its customers have a typical term of one to three years and most subscription contracts are non-cancelable. Customers typically have the right to terminate their contracts for cause as a result of the Company’s failure to perform. As of July 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 1.7 billion. The Company expects to recognize 71 % of the remaining performance obligations in the next 12 months and 28 % between 13 to 36 months, with the remainder to be recognized thereafter. Costs to Obtain and Fulfill a Contract The Company capitalizes referral fees paid to partners and sales commission and associated payroll taxes paid to internal sales personnel, contractors or sales agents that are incremental to the acquisition of channel partner and direct customer contracts and would not have occurred absent the customer contract. These costs are recorded as deferred contract acquisition costs, current and deferred contract acquisition costs, noncurrent on the condensed consolidated balance sheets. Sales commissions for renewal of a contract are not considered commensurate with the commissions paid for the acquisition of the initial contract or follow-on upsell given the substantive difference in commission rates in proportion to their respective contract values. Commissions, including referral fees paid to channel partners, earned upon the initial acquisition of a contract or subsequent upsell are amortized over an estimated period of benefit of 4 years while commissions earned for renewal contracts are amortized over the contractual term of the renewals. Sales commissions associated with professional service contracts are amortized ratably over an estimated period of benefit of six months and included in sales and marketing expense in the condensed consolidated statements of operations. In determining the period of benefit for commissions paid for the acquisition of the initial contract, the Company took into consideration the expected subscription term and expected renewals of customer contracts, the historical duration of relationships with customers, customer retention data, and the life of the developed technology. The Company periodically reviews the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did no t recognize any material impairment losses of deferred contract acquisition costs during the three and six months ended July 31, 2021 and July 31, 2020. The following table summarizes the activity of deferred contract acquisition costs (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Beginning balance $ 210,780 $ 123,318 $ 198,756 $ 114,206 Capitalization of contract acquisition costs 51,176 26,425 87,576 48,988 Amortization of deferred contract acquisition costs ( 26,043 ) ( 14,720 ) ( 50,419 ) ( 28,171 ) Ending balance $ 235,913 $ 135,023 $ 235,913 $ 135,023 Deferred contract acquisition costs, current $ 95,470 $ 53,837 $ 95,470 $ 53,837 Deferred contract acquisition costs, noncurrent 140,443 81,186 140,443 81,186 Total deferred contract acquisition costs $ 235,913 $ 135,023 $ 235,913 $ 135,023 25 Table of Contents 10. Commitments and Contingencies Purchase Obligations The Company enters into long-term non-cancelable agreements with providers to purchase data center capacity, such as bandwidth and colocation space, for the Company’s cloud platform. As of July 31, 2021, the Company is committed to spend $ 63.5 million on such agreements through fiscal 2027. These obligations are included in purchase obligations below. In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties to purchase products and services such as technology, equipment, office renovations, corporate events, and consulting services. A summary of noncancellable purchase obligations in excess of one year as of July 31, 2021 with expected date of payment is as follows (in thousands): Total Commitments Fiscal 2022 (remaining six months) $ 35,965 Fiscal 2023 48,291 Fiscal 2024 43,672 Fiscal 2025 8,853 Fiscal 2026 6,766 Thereafter 2,181 Total purchase commitments $ 145,728 Letters of Credit As of July 31, 2021 and January 31, 2021, the Company had an unused standby letter of credit for $ 0.4 million securing its headquarters facility in Sunnyvale, California, as well as an unused standby letter of credit for $ 1.0 million securing its facility in Austin, Texas. Litigation In November 2016, Fair Isaac Corporation (“FICO”) filed a petition before the Trademark Trial and Appellate Board (“TTAB”) at the U.S. Patent and Trademark Office, seeking cancellation of the Company’s registration of its “CrowdStrike Falcon” trademark, and a notice of opposition of the Company’s trademark application for “Falcon OverWatch.” The Company denies that any of the relief FICO seeks is appropriate, and has itself moved to cancel, or in the alternative amend, FICO’s “Falcon” trademark registrations before the TTAB. The proceedings have been consolidated and are in the discovery phase with trial periods scheduled to begin in December 2021. The Company is vigorously defending the case, but given the early stage, although a loss may reasonably be possible, the Company is unable to predict the likelihood of success of FICO’s claims or estimate a loss or range of loss. As a result, no liability has been recorded as of July 31, 2021 or January 31, 2021. In addition, the Company is involved in various other legal proceedings and subject to claims that arise in the ordinary course of business. For any claims for which the Company believes a liability is both probable and reasonably estimable, the Company records a liability in the period for which it makes this determination. There is no pending or threatened legal proceeding to which the Company is a party that, in the Company’s opinion, is likely to have a material adverse effect on its condensed consolidated financial statements; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on the Company’s business because of defense and settlement costs, diversion of management resources, and other factors. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect the Company’s condensed consolidated financial statements. Warranties and Indemnification The Company’s cloud computing services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s online help documentation under normal use and circumstances. 26 Table of Contents The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party’s intellectual property rights. In addition, for its Falcon Complete customers, the Company offers a limited warranty, subject to certain conditions, to cover certain costs incurred by the customer in case of a cybersecurity breach. The Company has entered into an insurance policy to reduce its potential liability arising from this limited warranty arrangement. To date, the Company has not incurred any material costs because of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements. The Company has also agreed to indemnify its directors and certain executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. No liabilities have been accrued associated with this indemnification provision as of July 31, 2021 or January 31, 2021. 11. Related Party Transactions Subscription and Professional Services Revenue from Related Parties During the three and six months ended July 31, 2021 and July 31, 2020, certain investors and companies with whom the Company’s Board of Directors are affiliated with, purchased subscriptions and professional services. The Company recorded revenue from subscriptions and professional services from related parties of $ 1.8 million and $ 1.0 million during the three months ended July 31, 2021 and July 31, 2020, respectively, and $ 3.6 million and $ 1.9 million during the six months ended July 31, 2021 and July 31, 2020, respectively. Accounts receivable associated with these related parties was $ 4.2 million and $ 1.3 million as of July 31, 2021 and January 31, 2021, respectively. Accounts Payable to Related Parties The Company purchased goods and services totaling $ 2.0 million and $ 0.1 million, respectively, from certain investors and companies with whom its Board of Directors are affiliated with during the three months ended July 31, 2021 and July 31, 2020, respectively, and $ 13.5 million and $ 0.9 million during the six months ended July 31, 2021 and July 31, 2020, respectively. The accounts payable to such vendors was immaterial as of July 31, 2021 and January 31, 2021 . 12. Acquisitions Humio Limited On March 5, 2021, the Company acquired 100 % of the equity interest of Humio Limited (“Humio”), a privately-held company that is a leading provider of high-performance cloud log management and observability technology. The total consideration transferred was $ 370.3 million which consisted of $ 353.8 million in cash, net of $ 12.5 million cash acquired, and $ 4.0 million representing the fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated, on a preliminary basis, to identified intangible assets, which include developed technology, customer relationships, and trade names, of $ 75.6 million, net tangible assets acquired of $ 3.4 million, and goodwill of $ 291.3 million allocated to the Company’s one reporting unit, representing the excess of the purchase price over the fair value of net tangible and intangible assets acquired. The goodwill was primarily attributable to the assembled workforce of Humio, planned growth in new markets, and synergies expected to be achieved from the integration of Humio. Goodwill is not deductible for income tax purposes. Per the terms of the share purchase agreement with Humio, certain unvested stock options held by Humio employees were canceled and exchanged for replacement stock options under the 2019 Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards to entities affiliated with certain Humio employees were exchanged for replacement RSAs of the Company, which are subject to future vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of Humio’s employees represented a component of the total purchase consideration. The remaining fair value of these issued awards is subject to the recipients’ continued service and thus were excluded from the purchase price. In addition, Humio employees were granted RSUs and PSUs under the 2019 Plan. The awards which are subject to continued service will be recognized ratably as stock-based compensation expense over the requisite service period. The awards which are based on specified performance targets will be recognized under the accelerated attribution method. 27 Table of Contents The following table sets forth the preliminary fair value of the identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollar in thousands): Fair Value Useful Life (in months) Developed technology $ 68,800 96 Customer relationships 5,400 96 Trade names 1,400 24 Total intangible assets acquired $ 75,600 The Company incurred non-consideration acquisition expense of $ 0.7 million and $ 4.7 million during the three and six months ended July 31, 2021, respectively. The acquisition costs are recorded in general and administrative expenses in the Company’s condensed consolidated statement of operations. The results of operations of Humio have been included in the Company’s condensed consolidated financial statements from the date of acquisition. The acquisition of Humio did not have a material impact on the Company’s condensed consolidated financial statements, and therefore historical and pro forma disclosures have not been presented. Preempt Security, Inc. On September 30, 2020, the Company acquired 100 % of the equity interest of Preempt Security, Inc. (“Preempt Security”), a privately-held Delaware corporation that developed real-time access control and threat prevention technology. The acquisition has been accounted for as a business combination. The total consideration transferred was $ 91.2 million which consisted of $ 87.4 million in cash and $ 3.8 million representing the fair value of replacement equity awards attributable to pre-acquisition service. The Company completed the valuation of the acquired identified intangible assets as of September 30, 2020. The purchase price was allocated to identified intangible assets, which include developed technology, customer relationships and trade names, of $ 16.4 million, net tangible assets acquired of $( 0.5 ) million and goodwill of $ 75.3 million allocated to the Company’s one reporting segment, representing the excess of the purchase price over the fair value of net tangible and intangible assets acquired. The goodwill was primarily attributable to the assembled workforce of Preempt Security, planned growth in new markets and synergies expected to be achieved from the integration of Preempt Security. Goodwill is not deductible for income tax purposes. Per the terms of the merger agreement with Preempt Security, certain unvested stock options held by Preempt Security employees were canceled and exchanged for replacement stock options under the 2019 Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards to key employees of Preempt Security were canceled and exchanged for replacement RSUs of the Company, which are subject to future vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of Preempt Security’s employees represented a component of the total purchase consideration. The remaining fair value of these issued awards is subject to the recipients’ continued service with the Company and the achievement of specified performance targets, and thus were excluded from the purchase price. The awards which are subject to continued service will be recognized ratably as stock-based compensation expense over the requisite service period. The awards which are based on specified performance targets will be recognized under the accelerated attribution method. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollar in thousands): Fair Value Useful Life (in months) Developed technology $ 13,200 60 Customer relationships 3,100 60 Trade names 85 12 Total intangible assets acquired $ 16,385 The Company did no t incur non-consideration acquisition expense during the three months ended July 31, 2021.The Company incurred non-consideration acquisition expense of $ 0.3 million during the six months ended July 31, 2021. The acquisition costs are recorded in general and administrative expenses in the Company’s condensed consolidated statement of operations. 28 Table of Contents The results of operations of Preempt Security have been included in the Company’s condensed consolidated financial statements from the date of acquisition. The acquisition of Preempt Security did not have a material impact on the Company’s condensed consolidated financial statements, and therefore historical and pro forma disclosures have not been presented. 13 . Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Class A Common Stock Net loss attributable to CrowdStrike $ ( 51,078 ) $ ( 23,059 ) $ ( 125,898 ) $ ( 33,407 ) Weighted-average shares used in computing net loss per share attributable to CrowdStrike, basic and diluted 201,720 167,262 199,216 146,249 Net loss per share attributable to CrowdStrike, basic and diluted $ ( 0.25 ) $ ( 0.14 ) $ ( 0.63 ) $ ( 0.23 ) Class B Common Stock Net loss attributable to CrowdStrike $ ( 6,240 ) $ ( 6,815 ) $ ( 16,469 ) $ ( 15,689 ) Weighted-average shares used in computing net loss per share attributable to CrowdStrike, basic and diluted 24,642 49,433 26,060 68,683 Net loss per share attributable to CrowdStrike, basic and diluted $ ( 0.25 ) $ ( 0.14 ) $ ( 0.63 ) $ ( 0.23 ) Since the Company was in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been antidilutive. The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows (in thousands): July 31, 2021 July 31, 2020 Shares of common stock subject to repurchase from outstanding stock options 369 728 RSUs and PSUs subject to future vesting 8,019 8,311 Shares of common stock issuable from stock options 4,867 9,871 Share purchase rights under the employee stock purchase plan 575 1,154 Potential common shares excluded from diluted net loss per share 13,830 20,064 The above table excludes founder holdbacks related to business combinations. A variable number of shares will be issued upon vesting to settle a fixed monetary amount of $ 11.4 million which are contingent upon continued employment with the Company for two years . The share price will be determined based on the Company’s average stock price 5 days prior to each vesting date. 14. Subsequent Events On August 28, 2021, recognizing the significant potential impact Mr. Kurtz is anticipated to make toward achieving the Company’s strategic and business goals going forward, as well as his instrumental role in the Company’s achievements to date, the Board approved an award of 540,000 PSUs under the 2019 Plan to George Kurtz, the Company’s President and Chief Executive Officer (which grant was amended and restated on September 1, 2021). The number of shares is comprised of four equal tranches, each of which will be earned and vested upon the satisfaction of the Company’s achievement of specified stock price hurdles and a service-based vesting condition. For more information on this grant, see Part II Item 5 Other information included in this Quarterly Report on Form 10-Q. 29 Table of Contents