Okta, Inc. 10-Q

Item 1. Financial Statements (unaudited) 4 Condensed Consolidated Balance Sheets as of April 30, 2021 and January 31, 2021 5 Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2021 and 20 20 6 Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended April 30, 2021 and 2020 7 Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended April 30, 202 1 and 2 020 8 Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2021 and 2020 9 Notes to Condensed Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures about Market Risk 43 Item 4. Controls and Procedures 45 PART II. OTHER INFORMATION Item 1. Legal Proceedings 46 Item 1A. Risk Factors 46 Item 6. Exhibits 79 Signatures 81 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook, product development, business strategy, plans, market trends, opportunities, positioning, and the anticipated impact on our business of the COVID-19 pandemic, related public health measures and any associated economic downturn. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, although not all forward-looking statements include these identifying words. The forward-looking statements are contained principally in “Management’s Discussion and Analysis of Financial Condition and Result of Operations” and “Risk Factors.” Forward-looking statements contained in this Form 10-Q include, but are not limited to, statements about: • our future financial performance, including our revenue, costs of revenue, gross profits, margins and operating expenses; • the impact of the global COVID-19 pandemic on our business and operations; • trends in our key business metrics; • the sufficiency of our cash and cash equivalents, investments and cash provided by sales of our products and services to meet our liquidity needs; • market or other opportunities arising from business combinations; • the impact of recent accounting pronouncements on our financial statements; and • our ability to successfully integrate and realize the benefits of strategic acquisitions or investments, including our acquisition of Auth0, Inc. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in “Risk Factors” in this Quarterly Report on Form 10-Q as well as other documents that may be filed by us from time to time with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations. PART I Item. 1 Financial Statements 4 OKTA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) April 30, 2021 January 31, 2021 (unaudited) Assets Current assets: Cash and cash equivalents $ 659,886 $ 434,607 Short-term investments 2,030,180 2,121,584 Accounts receivable, net of allowances of $ 1,321 and $ 3,451 218,474 194,818 Deferred commissions 47,822 45,949 Prepaid expenses and other current assets 55,777 81,609 Total current assets 3,012,139 2,878,567 Property and equipment, net 62,515 62,783 Operating lease right-of-use assets 145,462 149,604 Deferred commissions, noncurrent 110,098 108,555 Intangible assets, net 24,190 27,009 Goodwill 48,023 48,023 Other assets 28,020 24,256 Total assets $ 3,430,447 $ 3,298,797 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 9,542 $ 8,557 Accrued expenses and other current liabilities 108,727 53,729 Accrued compensation 48,244 71,906 Convertible senior notes, net 20,781 908,684 Deferred revenue 613,167 502,738 Total current liabilities 800,461 1,545,614 Convertible senior notes, net, noncurrent 1,751,326 857,387 Operating lease liabilities, noncurrent 173,467 179,518 Deferred revenue, noncurrent 11,745 10,860 Other liabilities, noncurrent 10,670 11,375 Total liabilities 2,747,669 2,604,754 Commitments and contingencies (Note 10) Stockholders’ equity: Preferred stock, par value $ 0.0001 per share; 100,000 shares authorized; no shares issued and outstanding as of April 30, 2021 and January 31, 2021 — — Class A common stock, par value $ 0.0001 per share; 1,000,000 shares authorized; 125,056 and 122,824 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively 13 12 Class B common stock, par value $ 0.0001 per share; 120,000 shares authorized; 7,524 and 8,159 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively 1 1 Additional paid-in capital 1,753,842 1,656,096 Accumulated other comprehensive income 5,610 5,390 Accumulated deficit ( 1,076,688 ) ( 967,456 ) Total stockholders’ equity 682,778 694,043 Total liabilities and stockholders' equity $ 3,430,447 $ 3,298,797 See Notes to Condensed Consolidated Financial Statements. 5 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (unaudited) Three Months Ended April 30, 2021 2020 Revenue: Subscription $ 240,058 $ 173,781 Professional services and other 10,948 9,078 Total revenue 251,006 182,859 Cost of revenue: Subscription 52,398 37,157 Professional services and other 13,725 11,329 Total cost of revenue 66,123 48,486 Gross profit 184,883 134,373 Operating expenses: Research and development 68,863 48,494 Sales and marketing 146,521 104,043 General and administrative 60,180 34,035 Total operating expenses 275,564 186,572 Operating loss ( 90,681 ) ( 52,199 ) Interest expense ( 22,760 ) ( 10,764 ) Interest income and other, net 4,355 4,899 Loss on conversion of debt ( 136 ) — Interest and other, net ( 18,541 ) ( 5,865 ) Loss before provision for (benefit from) income taxes ( 109,222 ) ( 58,064 ) Provision for (benefit from) income taxes 10 ( 402 ) Net loss $ ( 109,232 ) $ ( 57,662 ) Net loss per share, basic and diluted $ ( 0.83 ) $ ( 0.47 ) Weighted-average shares used to compute net loss per share, basic and diluted 131,777 123,494 See Notes to Condensed Consolidated Financial Statements. 6 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (unaudited) Three Months Ended April 30, 2021 2020 Net loss $ ( 109,232 ) $ ( 57,662 ) Other comprehensive income: Net change in unrealized gains or losses on available-for-sale securities ( 813 ) 4,634 Foreign currency translation adjustments 1,033 ( 1,784 ) Other comprehensive income 220 2,850 Comprehensive loss $ ( 109,012 ) $ ( 54,812 ) See Notes to Condensed Consolidated Financial Statements. 7 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (unaudited) Three Months Ended April 30, 2021 2020 Common stock and additional paid-in capital: Balance, beginning of period $ 1,656,109 $ 1,105,576 Issuance of common stock upon exercise of stock options and other activity, net 18,214 14,708 Issuance of common stock for bonus settlement — 9,818 Stock-based compensation 64,112 38,038 Equity component of conversion of convertible senior notes 15,420 — Proceeds from hedges related to convertible senior notes 1 — Balance, end of period 1,753,856 1,168,140 Accumulated deficit: Balance, beginning of period ( 967,456 ) ( 701,124 ) Net loss ( 109,232 ) ( 57,662 ) Balance, end of period ( 1,076,688 ) ( 758,786 ) Accumulated other comprehensive income: Balance, beginning of period 5,390 892 Other comprehensive income 220 2,850 Balance, end of period 5,610 3,742 Total stockholders’ equity $ 682,778 $ 413,096 See Notes to Condensed Consolidated Financial Statements. 8 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited) Three Months Ended April 30, 2021 2020 Cash flows from operating activities: Net loss $ ( 109,232 ) $ ( 57,662 ) Adjustments to reconcile net loss to net cash provided by operating activities: Stock-based compensation 64,112 37,728 Depreciation, amortization and accretion 13,134 5,466 Amortization of debt discount and issuance costs 21,331 10,357 Amortization of deferred commissions 11,816 8,680 Deferred income taxes ( 829 ) ( 905 ) Non-cash charitable contributions 2,024 536 Loss on conversion of debt 136 — Other, net ( 3,804 ) 915 Changes in operating assets and liabilities: Accounts receivable ( 22,747 ) 18,250 Deferred commissions ( 14,861 ) ( 11,865 ) Prepaid expenses and other assets ( 3,861 ) ( 3,493 ) Operating lease right-of-use assets 5,072 4,055 Accounts payable 1,627 3,943 Accrued compensation ( 23,837 ) 2,995 Accrued expenses and other liabilities 10,965 ( 2,773 ) Operating lease liabilities ( 6,285 ) ( 4,270 ) Deferred revenue 111,314 26,740 Net cash provided by operating activities 56,075 38,697 Cash flows from investing activities: Capitalization of internal-use software costs ( 10 ) ( 1,000 ) Purchases of property and equipment ( 3,259 ) ( 7,930 ) Purchases of securities available for sale and other ( 189,533 ) ( 129,079 ) Proceeds from maturities and redemption of securities available for sale 344,820 102,293 Proceeds from sales of securities available for sale and other — 86,320 Purchases of intangible assets ( 113 ) — Net cash provided by investing activities 151,905 50,604 Cash flows from financing activities: Payments for conversions of convertible senior notes ( 12 ) — Proceeds from hedges related to convertible senior notes 1 — Proceeds from stock option exercises 16,190 14,172 Other, net — ( 5 ) Net cash provided by financing activities 16,179 14,167 Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash 647 ( 1,128 ) Net increase in cash, cash equivalents and restricted cash 224,806 102,340 Cash, cash equivalents and restricted cash at beginning of period 448,630 531,953 Cash, cash equivalents and restricted cash at end of period $ 673,436 $ 634,293 Supplementary cash flow disclosure: Cash paid during the period for: Interest $ 707 $ 784 Income taxes 542 209 Non-cash activities: Issuance of common stock for repurchases and conversions of convertible senior notes 94,308 — Benefit from exercise of hedges related to convertible senior notes 30,623 — Operating lease right-of-use assets exchanged for lease liabilities 828 41,444 Issuance of common stock for bonus settlement — 9,818 Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above: Cash and cash equivalents $ 659,886 $ 619,221 Restricted cash, current included in prepaid expenses and other current assets 4,082 2,254 Restricted cash, noncurrent included in other assets 9,468 12,818 Total cash, cash equivalents and restricted cash $ 673,436 $ 634,293 See Notes to Condensed Consolidated Financial Statements. 9 OKTA, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Overview and Basis of Presentation Description of Business Okta, Inc. (the “Company”) is the leading independent identity management platform for the enterprise. The Okta Identity Cloud enables the Company’s customers to securely connect the right people to the right technologies and services at the right time. The Company was incorporated in January 2009 as Saasure Inc., a California corporation, and was later reincorporated in April 2010 under the name Okta, Inc. as a Delaware corporation. The Company is headquartered in San Francisco, California. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of January 31, 2021, included herein, was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the results of operations for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2022 or any future period. The Company’s fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 4, 2021. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the stand alone selling price (“SSP”) for each distinct performance obligation included in customer contracts with multiple performance obligations, the determination of the period of benefit for deferred commissions, the determination of the effective interest rate of the liability components of its convertible senior notes, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation of deferred income tax assets, and the valuation of acquired intangible assets. In March 2020, the World Health Organization (“WHO”) declared the outbreak of the novel coronavirus (“COVID-19”) a pandemic, which has continued to spread across the globe. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the condensed consolidated financial statements for the three months ended April 30, 2021 and 2020. As events continue to evolve and additional information becomes available, the Company’s assumptions and estimates may change materially in future periods. 2. Accounting Standards and Significant Accounting Policies Significant Accounting Policies The Company’s significant accounting policies are discussed in “Note 2. Summary of Significant Accounting Policies” in Item 8. Financial Statements and Supplementary Data of its Form 10-K for the fiscal year ended 10 January 31, 2021. The Company further described its accounting policy for strategic investments below. There have been no significant changes to the Company’s significant accounting policies for the three months ended April 30, 2021. Strategic Investments The Company holds strategic equity investments in privately held companies that are included in Other assets on the condensed consolidated balance sheets. Investments in privately held companies without readily determinable fair values in which the Company does not own a controlling interest or have significant influence over are measured using the measurement alternative. In applying the measurement alternative, the Company adjusts the carrying values of strategic investments based on observable price changes from orderly transactions for identical or similar investments of the same issuer. Additionally, the Company evaluates its strategic investments at least quarterly for impairment. Adjustments and impairments are recorded in Interest and other, net on the condensed consolidated statements of operations. In determining the estimated fair value of its strategic investments in privately held companies, the Company uses the most recent data available to the Company. Valuations of privately held securities are inherently complex due to the lack of readily available market data and require the use of judgment. The determination of whether an orderly transaction is for an identical or similar investment requires significant Company judgment. In its evaluation, the Company considers factors such as differences in the rights and preferences of the investments and the extent to which those differences would affect the fair values of those investments. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors including the investee's financial metrics, market acceptance of the investee's product or technology, general market conditions and liquidity considerations. Concentrations of Significant Customers As of April 30, 2021 and January 31, 2021, no single customer represented greater than 10% of accounts receivable. For the three months ended April 30, 2021 and 2020, no single customer represented greater than 10% of revenue. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature-related balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (“EPS”), which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and the Company intends to adopt this standard using the modified retrospective method in its first quarter of fiscal 2023. The Company is currently evaluating the overall impact of this standard on its consolidated financial statements. 11 3. Cash Equivalents and Investments Cash Equivalents and Short-term Investments The amortized cost, unrealized gain (loss) and estimated fair value of the Company’s cash equivalents and short-term investments as of April 30, 2021 and January 31, 2021 were as follows (in thousands): As of April 30, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value (unaudited) Cash equivalents: Money market funds $ 182,188 $ — $ — $ 182,188 Corporate debt securities 6,412 — ( 1 ) 6,411 Total cash equivalents 188,600 — ( 1 ) 188,599 Short-term investments: U.S. treasury securities 1,830,721 1,037 ( 11 ) 1,831,747 Corporate debt securities 198,294 171 ( 32 ) 198,433 Total short-term investments 2,029,015 1,208 ( 43 ) 2,030,180 Total $ 2,217,615 $ 1,208 $ ( 44 ) $ 2,218,779 As of January 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash equivalents: Money market funds $ 311,257 $ — $ — $ 311,257 Total cash equivalents 311,257 — — 311,257 Short-term investments: U.S. treasury securities 1,888,882 1,571 ( 22 ) 1,890,431 Corporate debt securities 230,726 429 ( 2 ) 231,153 Total short-term investments 2,119,608 2,000 ( 24 ) 2,121,584 Total $ 2,430,865 $ 2,000 $ ( 24 ) $ 2,432,841 All short-term investments were designated as available-for-sale securities as of April 30, 2021 and January 31, 2021. The following table presents the contractual maturities of the Company’s short-term investments as of April 30, 2021 (in thousands): As of April 30, 2021 Amortized Cost Estimated Fair Value (unaudited) Due within one year $ 1,439,815 $ 1,440,719 Due between one to five years 589,200 589,461 Total $ 2,029,015 $ 2,030,180 As of April 30, 2021 and January 31, 2021, the Company included $ 43.0 million and nil , respectively, of unsettled purchases of short-term investments in Accrued expenses and other current liabilities on the condensed consolidated balance sheets and nil and $ 31.0 million, respectively, of unsettled maturities of short-term investments included in Prepaid expenses and other current assets on the condensed consolidated balance sheets. 12 The Company included $ 9.5 million and $ 10.5 million of interest receivable in Prepaid expenses and other current assets on the condensed consolidated balance sheets as of April 30, 2021 and January 31, 2021, respectively. The Company did not recognize an allowance for credit losses against interest receivable as of April 30, 2021 and January 31, 2021 because such potential losses were not material. The Company had 32 and 10 short-term investments in unrealized loss positions as of April 30, 2021 and January 31, 2021, respectively. There were no material gross unrealized gains or losses from available-for-sale securities and no material realized gains or losses from available-for-sale securities that were reclassified out of accumulated other comprehensive income for the three months ended April 30, 2021 or 2020. For available-for-sale debt securities that have unrealized losses, the Company evaluates whether (i) the Company has the intention to sell any of these investments, (ii) it is not more likely than not that the Company will be required to sell any of these available-for-sale debt securities before recovery of the entire amortized cost basis and (iii) the decline in the fair value of the investment is due to credit or non-credit related factors. Based on this evaluation, the Company determined that for short-term investments, there were no material credit or non-credit related impairments as of April 30, 2021 and January 31, 2021. Strategic Investments The Company's investments also include strategic equity investments in privately held companies, which do not have a readily determinable fair value. As of April 30, 2021 and January 31, 2021, the balance of such strategic investments was $ 7.8 million and $ 3.1 million, respectively. 4. Fair Value Measurements The Company measures its financial assets at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure as follows: Level 1—Valuations based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2—Valuations based on other inputs that are directly or indirectly observable in the marketplace. Level 3—Valuations based on unobservable inputs that are supported by little or no market activity. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents information about the Company’s financial assets that were measured at fair value on a recurring basis using the above input categories (in thousands): As of April 30, 2021 Level 1 Level 2 Level 3 Total (unaudited) Assets: Cash equivalents: Money market funds $ 182,188 $ — $ — $ 182,188 Corporate debt securities — 6,411 — 6,411 Total cash equivalents 182,188 6,411 — 188,599 Short-term investments: U.S. treasury securities — 1,831,747 — 1,831,747 Corporate debt securities — 198,433 — 198,433 Total short-term investments — 2,030,180 — 2,030,180 Total cash equivalents and short-term investments $ 182,188 $ 2,036,591 $ — $ 2,218,779 13 As of January 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 311,257 $ — $ — $ 311,257 Total cash equivalents 311,257 — — 311,257 Short-term investments: U.S. treasury securities — 1,890,431 — 1,890,431 Corporate debt securities — 231,153 — 231,153 Total short-term investments — 2,121,584 — 2,121,584 Total cash equivalents and short-term investments $ 311,257 $ 2,121,584 $ — $ 2,432,841 The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable and accounts payable, approximate fair value due to their short-term maturities and are excluded from the fair value table above. Fair Value Measurements of Other Financial Instruments The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands): As of April 30, 2021 Net Carrying Amount (1) Estimated Fair Value (unaudited) 2023 convertible senior notes $ 21,004 $ 135,535 2025 convertible senior notes $ 894,165 $ 1,671,938 2026 convertible senior notes $ 878,956 $ 1,516,563 (1) Before unamortized debt issuance costs. The principal amounts of the 2023 convertible senior notes (“2023 Notes”), the 2025 convertible senior notes (“2025 Notes”), and the 2026 convertible senior notes (“2026 Notes”, and together with the 2023 Notes and 2025 Notes, the “Notes”) are $ 23.1 million, $ 1,060.0 million, and $ 1,150.0 million, respectively. The difference between the principal amounts and the respective net carrying amounts, before unamortized debt issuance costs, represents the unamortized debt discount (See Note 8 for additional details). The estimated fair values of the Notes, which are Level 2 financial instruments, were determined based on the quoted bid prices of the Notes in an over-the-counter market on the last trading day of the reporting period. As of April 30, 2021, the difference between the net carrying amount of the Notes and their estimated fair values represented the equity conversion value premium the market assigned to the Notes. Based on the closing price of the Company’s common stock of $ 269.70 on April 30, 2021, the if-converted values of the 2023 Notes, 2025 Notes and 2026 Notes exceeded the principal amounts of $ 23.1 million, $ 1,060.0 million and $ 1,150.0 million, respectively. 5. Deferred Commissions Sales commissions capitalized as contract costs totaled $ 14.9 million and $ 11.9 million in the three months ended April 30, 2021 and 2020, respectively. Amortization of contract costs was $ 11.8 million and $ 8.7 million for the three months ended April 30, 2021 and 2020, respectively. There was no impairment loss in relation to the costs capitalized. 6. Goodwill and Intangible Assets, net Goodwill As of April 30, 2021 and January 31, 2021, goodwill was $ 48.0 million. No goodwill impairments were recorded during the three months ended April 30, 2021 and 2020. 14 Intangible Assets, net Intangible assets consisted of the following (in thousands): As of April 30, 2021 Gross Accumulated Amortization Write-offs Net (unaudited) Capitalized internal-use software costs $ 30,272 $ ( 20,775 ) $ — $ 9,497 Purchased developed technology 28,800 ( 14,288 ) — 14,512 Software licenses 239 ( 58 ) — 181 $ 59,311 $ ( 35,121 ) $ — $ 24,190 As of January 31, 2021 Gross Accumulated Amortization Write-offs Net Capitalized internal-use software costs $ 30,259 $ ( 19,478 ) $ — $ 10,781 Purchased developed technology 28,800 ( 12,694 ) — 16,106 Software licenses 126 ( 4 ) — 122 $ 59,185 $ ( 32,176 ) $ — $ 27,009 As of April 30, 2021, and January 31, 2021, the remaining weighted-average useful life of all purchased developed technology was 2.9 years and 3.1 years, respectively. Amortization expense of intangible assets for the three months ended April 30, 2021 and 2020 was $ 2.9 million and $ 2.8 million, respectively . 7. Deferred Revenue and Performance Obligations Deferred Revenue Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met. Subscription revenue recognized during the three months ended April 30, 2021 and 2020 that was included in the deferred revenue balances at the beginning of the respective periods was $ 202.1 million and $ 147.0 million, respectively. Professional services and other revenue recognized in the three months ended April 30, 2021 and 2020 from deferred revenue balances at the beginning of the respective periods was not material. Transaction Price Allocated to the Remaining Performance Obligations Transaction price allocated to the remaining performance obligations represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. As of April 30, 2021, total remaining non-cancelable performance obligations under the Company’s subscription contracts with customers was approximately $ 1,889.8 million . Of this amount, the Company expects to recognize revenue of approximately $ 898.5 million, or 48 %, over the next 12 months, with the balance to be recognized as revenue thereafter. Remaining performance obligations for professional services and other contracts as of April 30, 2021 were not material. 8. Convertible Senior Notes, Net 2023 Convertible Senior Notes The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.25 % per year. Interest is payable in cash semi-annually in arrears on February 15 and August 15 of each year, beginning 15 on August 15, 2018. The 2023 Notes mature on February 15, 2023 unless earlier repurchased or converted. The Company may not redeem the 2023 Notes prior to maturity. The total net proceeds from the 2023 Notes, after deducting initial purchasers’ discounts and debt issuance costs, was $ 335.0 million. In September 2019, the Company used part of the net proceeds from the issuance of the 2025 Notes to repurchase a portion of the 2023 Notes, which consisted of a repurchase of $ 224.4 million aggregate principal amount of the 2023 Notes in privately-negotiated transactions, for aggregate consideration of $ 604.8 million, consisting of approximately $ 224.4 million in cash and approximately 3.0 million shares of Class A common stock (“First Partial Repurchase of 2023 Notes”). The $ 604.8 million in aggregate consideration was allocated between the debt and equity components in the amounts of $ 197.7 million and $ 407.1 million respectively, using an effective interest rate of 4.00 % to determine the fair value of the liability component. As of the repurchase date, the carrying value of the notes subject to the First Partial Repurchase of 2023 Notes, net of unamortized debt discount and issuance costs, was $ 183.1 million. The First Partial Repurchase of 2023 Notes resulted in a $ 14.6 million loss on early debt extinguishment during the year ended January 31, 2020, of which $ 3.8 million consisted of unamortized debt issuance costs. In June 2020, the Company used part of the net proceeds from the issuance of the 2026 Notes to repurchase a portion of the 2023 Notes, which consisted of a repurchase of $ 69.9 million aggregate principal amount of the 2023 Notes in privately-negotiated transactions, for aggregate consideration of $ 260.5 million, consisting of approximately $ 0.2 million in cash and approximately 1.4 million shares of Class A common stock (“Second Partial Repurchase of 2023 Notes”, and together with the First Partial Repurchase of 2023 Notes, the “2023 Notes Partial Repurchases”). The $ 260.5 million in aggregate consideration was allocated between the debt and equity components in the amounts of $ 61.8 million and $ 198.7 million respectively, using an effective interest rate of 4.90 % to determine the fair value of the liability component. As of the repurchase date, the carrying value of the notes subject to the Second Partial Repurchase of 2023 Notes, net of unamortized debt discount and issuance costs, was $ 59.6 million. The Second Partial Repurchase of 2023 Notes resulted in a $ 2.2 million loss on early debt extinguishment during the year ended January 31, 2021, of which $ 1.0 million consisted of unamortized debt issuance costs. The interest rates used in the 2023 Notes Partial Repurchases were based on the income and market based approaches used to determine the effective interest rate of the 2025 Notes and 2026 Notes, adjusted for the remaining tenor of the 2023 Notes. As of April 30, 2021, $ 23.1 million of principal remained outstanding on the 2023 Notes. The terms of the 2023 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the “2023 Indenture”). Upon conversion, the 2023 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election. The 2023 Notes are convertible at an initial conversion rate of 20.6795 shares of Class A common stock per $1,000 principal amount of the 2023 Notes, which is equal to an initial conversion price of approximately $ 48.36 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2023 Indenture. Prior to the close of business on the business day immediately preceding October 15, 2022, holders of the 2023 Notes may convert all or a portion of their 2023 Notes only in multiples of $1,000 principal amount, under the following circumstances: • 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 2023 Indenture. On or after October 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2023 Notes regardless of the foregoing 16 circumstances. For at least 20 trading days during the period of 30 consecutive trading days ended April 30, 2021, the last reported sale price of the Company’s common stock was equal to or exceeded 130 % of the conversion price of the 2023 Notes on each applicable trading day. As a result, the 2023 Notes are convertible at the option of the holders during the fiscal quarter ending July 31, 2021 and were classified as current liabilities on the condensed consolidated balance sheet as of April 30, 2021. During the three months ended April 30, 2021, the Company issued approximately 0.4 million shares of Class A common stock and paid an immaterial amount in cash to settle approximately $ 17.1 million principal amount of 2023 Notes. The loss on early note conversion was not material. During the three months ended April 30, 2021, the Company received additional conversion requests, and approximately $ 2.9 million aggregate principal amount of the 2023 Notes were primarily settled in shares of Class A common stock during the three months ending July 31, 2021. No requests to convert material amounts of the 2023 Notes are currently outstanding. Holders of the 2023 Notes who convert their 2023 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2023 Indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2023 Indenture), holders of the 2023 Notes may require the Company to repurchase all or a portion of their 2023 Notes at a price equal to 100 % of the principal amount of the 2023 Notes being repurchased, plus any accrued and unpaid interest. In accounting for the issuance of the 2023 Notes, the Company separated the 2023 Notes into liability and equity components, using an effective interest rate of 5.68 % to determine the fair value of the liability component. This interest rate was based on both an income and a market based 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 observed the price of the Note Hedges (see below) it purchased for its 2023 Notes and also performed an evaluation of issuances of convertible debt securities by other companies with similar credit risk ratings at the time of issuance. The following table sets forth total interest expense recognized related to the 2023 Notes (in thousands): Three Months Ended April 30, 2021 2020 (unaudited) Contractual interest expense $ 20 $ 75 Amortization of debt issuance costs 38 127 Amortization of debt discount 383 1,370 Total $ 441 $ 1,572 Total initial issuance costs of $ 10.0 million related to the 2023 Notes were allocated between liability and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2023 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company initially recorded liability issuance costs of $ 7.7 million and equity issuance costs of $ 2.3 million. 17 The 2023 Notes, net consisted of the following (in thousands): As of April 30, 2021 (unaudited) Liability component: Principal $ 23,112 Less: unamortized debt issuance costs and debt discount ( 2,331 ) Net carrying amount $ 20,781 As of April 30, 2021 (unaudited) Equity component: 2023 Notes $ 5,357 Less: issuance costs ( 155 ) Carrying amount of the equity component (1) $ 5,202 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. Note Hedges In connection with the pricing of the 2023 Notes, the Company entered into convertible note hedges with respect to its Class A common stock (the “Note Hedges”). The Note Hedges are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2023 Notes, approximately 7.1 million shares of its Class A common stock for approximately $ 48.36 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2023 Notes, exercisable upon conversion of the 2023 Notes. The Note Hedges will expire in 2023, if not exercised earlier. The Note Hedges are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2023 Notes under certain circumstances. The Note Hedges are separate transactions and are not part of the terms of the 2023 Notes. The Company paid an aggregate amount of $ 80.0 million for the Note Hedges. The amount paid for the Note Hedges was recorded as a reduction to Additional paid-in capital in the condensed consolidated balance sheets. In September 2019 and in June 2020, and in connection with the First Partial Repurchase of 2023 Notes and Second Partial Repurchase of 2023 Notes, the Company terminated Note Hedges corresponding to approximately 4.6 million and 1.4 million shares for cash proceeds of $ 405.9 million and $ 195.0 million, respectively. The proceeds were recorded as an increase to Additional paid-in capital in the condensed consolidated balance sheets. During the three months ended April 30, 2021, the Company exercised and net-share-settled Note Hedges corresponding to approximately $ 7.5 million principal amount of 2023 Notes and received approximately 0.1 million shares of Class A common stock and an immaterial cash payment. During the three months ended April 30, 2021, the Company exercised Note Hedges corresponding to approximately $ 9.6 million principal amount of 2023 Notes that are expected to be net-share-settled in the second quarter of fiscal 2022, and subsequent to April 30, 2021, the Company further exercised an immaterial amount of Note Hedges. As of April 30, 2021, Note Hedges giving the Company the option to purchase approximately 0.7 million shares (subject to adjustment), which excludes the exercised portion expected to be net-share-settled in the second quarter of fiscal 2022, remained outstanding. 18 Warrants In connection with the issuance of the 2023 Notes, the Company also entered into separate warrant transactions pursuant to which it sold net-share-settled (or, at the Company’s election subject to certain conditions, cash-settled) warrants (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 7.1 million shares over 80 scheduled trading days beginning in May 2023 of the Company’s Class A common stock at an initial exercise price of approximately $ 68.06 per share (subject to adjustment). If the Warrants are not exercised on their exercise dates, they will expire. If the market value per share of the Company’s Class A common stock exceeds the applicable exercise price of the Warrants, the Warrants could have a dilutive effect on the Company’s Class A common stock unless, subject to the terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants are separate transactions and are not part of the terms of the 2023 Notes or the Note Hedges. The Company received aggregate proceeds of $ 52.4 million from the sale of the Warrants in connection with the 2023 Notes. The proceeds from the sale of the Warrants were recorded as an increase to Additional paid-in capital in the condensed consolidated balance sheets. In September 2019 and in June 2020, and in connection with the First Partial Repurchase of 2023 Notes and Second Partial Repurchase of 2023 Notes, the Company terminated Warrants corresponding to approximately 4.6 million and 1.4 million shares for total cash payments of $ 358.6 million and $ 175.4 million, respectively. The termination payments were recorded as a decrease to Additional paid-in capital in the condensed consolidated balance sheets. As of April 30, 2021, Warrants to acquire up to approximately 1.0 million shares (subject to adjustment) remained outstanding. 2025 Convertible Senior Notes The 2025 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.125 % per year. Interest is payable in cash semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020. The 2025 Notes mature on September 1, 2025 unless earlier redeemed, repurchased or converted. The total net proceeds from the 2025 Notes, after deducting initial purchasers’ discounts and debt issuance costs, were $ 1,040.7 million. The terms of the 2025 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the “2025 Indenture”). Upon conversion, the 2025 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election. The 2025 Notes are convertible at an initial conversion rate of 5.2991 shares of Class A common stock per $1,000 principal amount of the 2025 Notes, which is equal to an initial conversion price of approximately $ 188.71 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2025 Indenture. Prior to the close of business on the business day immediately preceding June 1, 2025, holders of the 2025 Notes may convert all or a portion of their 2025 Notes only in multiples of $1,000 principal amount, under the following circumstances: • 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 2025 Indenture. 19 On or after June 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 Notes regardless of the foregoing circumstances. During the three months ended April 30, 2021, the conditions allowing holders of the 2025 Notes to convert during the three months ending July 31, 2021 were no longer met, and as a result, the 2025 Notes were classified as noncurrent liabilities as of April 30, 2021. No requests to convert material amounts of the 2025 Notes are currently outstanding. The Company may redeem for cash all or any portion of the 2025 Notes, at its option, on or after September 6, 2022, if the last reported sale price of the Company’s Class A common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. During the three months ended April 30, 2021, the Company did no t redeem any of the 2025 Notes. Holders of the 2025 Notes who convert their 2025 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2025 Indenture) or in connection with the Company’s issuance of a redemption notice are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase all or a portion of their 2025 Notes at a price equal to 100 % of the principal amount of the 2025 Notes being repurchased, plus any accrued and unpaid interest. In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components using an effective interest rate of 4.10 % to determine the fair value of the liability component. This interest rate was based on both an income and a market based 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 companies with similar credit risk ratings at the time of issuance. The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands): Three Months Ended April 30, 2021 2020 (unaudited) Contractual interest expense $ 331 $ 331 Amortization of debt issuance costs 556 506 Amortization of debt discount 8,700 8,354 Total $ 9,587 $ 9,191 Total issuance costs of $ 19.3 million related to the 2025 Notes were allocated between liability and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2025 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company recorded liability issuance costs of $ 15.3 million and equity issuance costs of $ 4.0 million. 20 The 2025 Notes, net consisted of the following (in thousands): As of April 30, 2021 (unaudited) Liability component: Principal $ 1,060,000 Less: unamortized debt issuance costs and debt discount ( 177,715 ) Net carrying amount $ 882,285 At Issuance Equity component: 2025 Notes $ 221,387 Less: issuance costs ( 4,040 ) Carrying amount of the equity component (1) $ 217,347 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. 2025 Capped Calls In connection with the pricing of the 2025 Notes, the Company entered into capped call transactions with respect to its Class A common stock (the “2025 Capped Calls”). The 2025 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2025 Notes, approximately 5.6 million shares of its Class A common stock for approximately $ 188.71 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2025 Notes, exercisable upon conversion of the 2025 Notes. The 2025 Capped Calls have initial cap prices of $ 255.88 per share (subject to adjustment) and will expire in 2025, if not exercised earlier. The 2025 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2025 Notes under certain circumstances. The 2025 Capped Calls are separate transactions and are not part of the terms of the 2025 Notes. The Company paid an aggregate amount of $ 74.1 million for the 2025 Capped Calls. The amount paid for the 2025 Capped Calls was recorded as a reduction to Additional paid-in capital in the condensed consolidated balance sheets. 2026 Convertible Senior Notes The 2026 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.375 % per year. Interest is payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2026 Notes mature on June 15, 2026 unless earlier redeemed, repurchased or converted. The total net proceeds from the 2026 Notes, after deducting initial purchasers’ discounts and debt issuance costs, were $ 1,134.8 million. The terms of the 2026 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the “2026 Indenture”, and together with the 2023 Indenture and 2025 Indenture, the “Indentures”). Upon conversion, the 2026 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election. The 2026 Notes are convertible at an initial conversion rate of 4.1912 shares of Class A common stock per $1,000 principal amount of the 2026 Notes, which is equal to an initial conversion price of approximately $ 238.60 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Prior to the close of business on the business day immediately preceding March 15, 2026, holders of the 2026 Notes may convert all or a portion of their 2026 Notes only in multiples of $1,000 principal amount, under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on October 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending 21 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 2026 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 2026 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 the Company’s 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 2026 Indenture. On or after March 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes regardless of the foregoing circumstances. During the three months ended April 30, 2021, the conditions allowing holders of the 2026 Notes to convert were not met. The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after June 20, 2023, if the last reported sale price of the Company’s Class A common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which we provide notice of redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. During the three months ended April 30, 2021, the Company did no t redeem any of the 2026 Notes. Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) or in connection with the Company’s issuance of a redemption notice are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the Indenture), holders of the 2026 Notes may require the Company to repurchase all or a portion of their 2026 Notes at a price equal to 100 % of the principal amount of the 2026 Notes being repurchased, plus any accrued and unpaid interest. In accounting for the issuance of the 2026 Notes, the Company separated the 2026 Notes into liability and equity components using an effective interest rate of 5.75 % to determine the fair value of the liability component. This interest rate was based on both an income and a market based approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility, the risk-free rate and observable trading activity for the Company’s existing Notes. For the market approach, the Company performed an evaluation of issuances of convertible debt securities by other companies with similar credit risk ratings at the time of issuance. The following table sets forth total interest expense recognized related to the 2026 Notes (in thousands): Three Months Ended April 30, 2021 (unaudited) Contractual interest expense $ 1,078 Amortization of debt issuance costs 340 Amortization of debt discount 11,314 Total $ 12,732 Total issuance costs of $ 15.2 million related to the 2026 Notes were allocated between liability and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2026 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company recorded liability issuance costs of $ 11.1 million and equity issuance costs of $ 4.1 million. 22 The 2026 Notes, net consisted of the following (in thousands): As of April 30, 2021 (unaudited) Liability component: Principal $ 1,150,000 Less: unamortized debt issuance costs and debt discount ( 280,959 ) Net carrying amount $ 869,041 At Issuance Equity component: 2026 Notes $ 310,311 Less: issuance costs ( 4,090 ) Carrying amount of the equity component (1) $ 306,221 (1) Included in the condensed consolidated balance sheets within Additional paid-in capital. 2026 Capped Calls In connection with the pricing of the 2026 Notes, the Company entered into capped call transactions with respect to its Class A common stock (the “2026 Capped Calls”). The 2026 Capped Calls are purchased call options that give the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2026 Notes, approximately 4.8 million shares of its Class A common stock for approximately $ 238.60 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2026 Notes, exercisable upon conversion of the 2026 Notes. The 2026 Capped Calls have initial cap prices of $ 360.14 per share (subject to adjustment) and will expire in 2026, if not exercised earlier. The 2026 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2026 Notes under certain circumstances. The 2026 Capped Calls are separate transactions and are not part of the terms of the 2026 Notes. The Company paid an aggregate amount of $ 134.0 million for the 2026 Capped Calls. The amount paid for the 2026 Capped Calls was recorded as a reduction to Additional paid-in capital in the condensed consolidated balance sheets. 9. Leases The Company has entered into various non-cancelable office space operating leases with original lease periods expiring between 2023 and 2028. These leases do not contain material variable rent payments, residual value guarantees, covenants or other restrictions. Operating lease costs were as follows (in thousands): Three Months Ended April 30, 2021 2020 (unaudited) Operating lease cost (1) $ 8,837 $ 7,370 (1) Amounts are presented exclusive of sublease income and include short-term leases, which are immaterial. The weighted-average remaining term of the Company’s operating leases was 6.6 years and 6.8 years as of April 30, 2021 and January 31, 2021, respectively, and the weighted-average discount rate used to measure the present value of the operating lease liabilities was 5.6 % as of April 30, 2021 and January 31, 2021. Maturities of the Company’s operating lease liabilities, which do not include short-term leases, were as follows (in thousands): 23 As of April 30, 2021 (unaudited) 2022 $ 25,396 2023 38,752 2024 38,856 2025 36,312 2026 26,863 Thereafter 73,135 Total lease payments 239,314 Less imputed interest ( 41,501 ) Total operating lease liabilities $ 197,813 Cash payments included in the measurement of the Company’s operating lease liabilities were $ 9.1 million and $ 7.1 million for the three months ended April 30, 2021 and 2020, respectively. No impairment charges for operating lease right-of-use assets were recorded during the three months ended April 30, 2021 and 2020, respectively. 10. Commitments and Contingencies Letters of Credit In conjunction with the execution of certain office space operating leases, letters of credit in the aggregate amount of $ 10.8 million and $ 11.2 million were issued and outstanding as of April 30, 2021 and January 31, 2021, respectively. No draws have been made under such letters of credit. Noncurrent restricted cash of $ 8.6 million associated with these letters of credit is included in Other assets on the condensed consolidated balance sheets as of April 30, 2021 and January 31, 2021. Legal Matters From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. There were no such material matters as of April 30, 2021 . 11. Employee Incentive Plans The Company’s equity incentive plans provide for granting stock options, restricted stock units (“RSUs”) and restricted stock awards to employees, consultants, officers and directors. In addition, the Company offers an Employee Stock Purchase Plan (“ESPP”) to eligible employees. Stock-based compensation expense was recorded in the following cost and expense categories in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended April 30, 2021 2020 (unaudited) Cost of revenue Subscription $ 7,250 $ 3,975 Professional services and other 2,342 1,811 Research and development 20,093 11,935 Sales and marketing 21,066 11,160 General and administrative 13,361 8,847 Total $ 64,112 $ 37,728 24 Equity Incentive Plans The Company has two equity incentive plans: the 2009 Stock Plan (“2009 Plan”) and the 2017 Equity Incentive Plan (“2017 Plan”). All shares that remain available for future grants are under the 2017 Plan. As of April 30, 2021, options to purchase 1,586,610 shares of Class A common stock and 6,522,253 shares of Class B common stock remained outstanding. Shares of common stock reserved for future issuance were as follows: As of April 30, 2021 (unaudited) Stock options and unvested RSUs outstanding 13,221,003 Available for future stock option and RSU grants 25,245,306 Available for ESPP 5,942,927 44,409,236 Stock Options A summary of the Company’s stock option activity and related information was as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2021 8,250,113 $ 18.93 5.6 $ 1,980,668 Granted 697,144 274.89 Exercised ( 786,753 ) 20.58 Canceled ( 51,641 ) 93.82 Outstanding as of April 30, 2021 (unaudited) 8,108,863 $ 40.30 5.7 $ 1,863,785 As of April 30, 2021 Vested and exercisable (unaudited) 6,665,149 $ 11.44 5.0 $ 1,721,356 As of April 30, 2021, there was a total of $ 111.6 million of unrecognized stock-based compensation expense related to options, which is being recognized over a weighted-average period of 2.6 years. Restricted Stock Units A summary of the Company’s RSU activities and related information was as follows: Number of RSUs Weighted- Average Grant Date Fair Value Per Share Outstanding as of January 31, 2021 4,452,107 $ 122.90 Granted 1,370,078 235.97 Vested ( 572,769 ) 91.76 Forfeited ( 137,276 ) 121.59 Outstanding as of April 30, 2021 (unaudited) 5,112,140 $ 156.75 As of April 30, 2021, there was $ 750.8 million of unrecognized stock-based compensation expense related to unvested RSUs, which is being recognized over a weighted-average period of 2.7 years based on vesting under the award service conditions. Employee Stock Purchase Plan 25 As of April 30, 2021, there was $ 6.7 million of unrecognized stock-based compensation expense related to the ESPP that is expected to be recognized over an average vesting period of 0.6 years. 12. Income Taxes For the three months ended April 30, 2021, the Company recorded an immaterial income tax provision on pretax losses of $ 109.2 million. The effective tax rate for the three months ended April 30, 2021 was approximately 0.0 %. The effective tax rate differs from the statutory rate primarily as a result of not recognizing deferred tax assets for U.S. losses due to a full valuation allowance against U.S. deferred tax assets and income tax expense related to profitable foreign jurisdictions, U.S. state taxes and excess tax benefits from stock-based compensation in the United Kingdom. For the three months ended April 30, 2020, the Company recorded a tax benefit of $ 0.4 million on a pretax losses of $ 58.1 million. The effective tax rate for the three months ended April 30, 2020 was 0.7 %. The effective tax rate differs from the statutory rate primarily as a result of not recognizing deferred tax assets for U.S. losses due to a full valuation allowance against U.S. deferred tax assets and excess tax benefits from stock-based compensation in the United Kingdom. The tax benefit recognized for the three months ended April 30, 2020 was partially offset by income tax expense in profitable foreign jurisdictions and U.S. state taxes. 13. Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended April 30, 2021 2020 Class A Class B Class A Class B (unaudited) Numerator: Net loss $ ( 102,612 ) $ ( 6,620 ) $ ( 53,684 ) $ ( 3,978 ) Denominator: Weighted-average shares outstanding, basic and diluted 123,791 7,986 114,975 8,519 Net loss per share, basic and diluted $ ( 0.83 ) $ ( 0.83 ) $ ( 0.47 ) $ ( 0.47 ) As the Company was in a 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 anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): As of April 30, 2021 2020 (unaudited) Issued and outstanding stock options 8,109 11,167 Unvested RSUs issued and outstanding 5,112 4,890 Unvested shares subject to repurchase — 3 Shares committed under the ESPP 131 244 Shares related to the 2023 Notes 478 2,494 Shares subject to warrants related to the issuance of the 2023 Notes 1,048 2,494 Shares related to the 2025 Notes 5,617 5,617 Shares related to the 2026 Notes 4,820 — 25,315 26,909 The Company uses the if-converted method for calculating any potential dilutive effect of the conversion options embedded in the Notes on diluted net income per share, if applicable. The conversion options of the 2023, 26 2025 and 2026 Notes are dilutive in periods of net income on a weighted average basis using an assumed conversion date equal to the later of the beginning of the reporting period and the date of issuance of the respective Notes. The exercise rights of the Warrants will have a dilutive impact on net income per share of common stock under the treasury-stock method when the average market price per share of the Company’s Class A common stock for a given period exceeds the conversion price of $ 68.06 per share. During the three months ended April 30, 2021, the average price per share of the Company’s Class A common stock exceeded the exercise price of the Warrants; however, since the Company is in a net loss position, there was no dilutive effect during any period presented. 14. Subsequent Events On May 3, 2021, the Company completed its acquisition of Auth0, Inc. ("Auth0"). The Company provided total consideration, net of acquired cash and subject to final adjustments, of approximately $ 6.5 billion, including approximately 20.4 million shares of the Company's Class A common stock (the "Stock Consideration"), $ 268.7 million in cash, and equity awards convertible into shares with a fair market value of $ 700.2 million based upon our closing stock price as of April 30, 2021. Approximately $ 325.0 million of the consideration was held back by the Company to secure the indemnification obligations of the Auth0 securityholders arising during the twelve months following the closing. In addition, the Company established a retention pool in an aggregate amount of approximately $ 25.0 million that will be allocated to certain Auth0 employees in accordance with the terms of the Merger Agreement. The retention awards will vest consistent with Okta’s standard RSU vesting periods and terms. 27