What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-02-28 compared with 2021-03-02 · 14 added, 72 removed, 27 unchanged (76% of the section changed)

9 unchanged sentences

Securities Authorized for Issuance under Equity Compensation Plans

See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for more information regarding securities authorized for issuance.

See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for more information regarding securities authorized for issuance.

Stock Performance Graph

3 unchanged sentences

The stock price performance on the following graph is not necessarily indicative of future stock price performance.

Table of Conten t s

Company/Index 1/31/2017 1/31/2018 1/31/2019 1/31/2020 1/31/2021 1/31/2022

4 unchanged sentences

Recent Sales of Unregistered Securities

During the three months ended January 31, 2021, we issued 1.4 million shares of our unregistered Class A common stock to warrant holders who net exercised their warrants related to our 1.50% convertible senior notes due July 15, 2020 (“2020 Notes”).

This share amount represents the number of warrants exercised multiplied by the difference between the exercise price of the warrants and their daily volume weighted-average stock price.

For further information regarding the above transactions, see Note 11, Debt, of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

These shares of our Class A common stock were issued in an exchange pursuant to Section 3(a)(9) of the Securities Act.

We did not receive any proceeds from the warrant exercises, nor were they subject to underwriting discounts or commissions.

During the three months ended January 31, 2022, we issued 109 shares of our unregistered Class A common stock to holders of our 2022 Notes upon settlement of conversion of an immaterial aggregate principal amount of such notes.

This share amount represents the conversion value of the 2022 Notes in excess of the principal amount converted.

These shares of our Class A common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

For further information, see Note 11, Debt , of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

Additionally, in connection with our acquisition of VNDLY during the three months ended January 31, 2022, we agreed to issue 152,384 shares of our Class A common stock to certain key VNDLY employees (“VNDLY reserved shares”), with 50% of such shares to be issued following the first anniversary of the closing date of the acquisition and the remaining 50% to be issued following the second anniversary of the closing date, subject to service conditions.

These shares of our Class A common stock will be issued in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act:

Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act.

For further information, see Note 7, Business Combinations , of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

Table of Conten t s

Purchases of Equity Securities by the Issuer and Affiliated Purchases

The table below sets forth information regarding our purchases of our Class A common stock during the three months ended January 31, 2022.

The shares purchased represent the exercise of the convertible note hedges relating to the partial early conversion of the 2022 Notes.

For further information, see Note 11, Debt , of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

2 unchanged sentences

January 1, 2022 - January 31, 2022 — — — —

164 228.56 — —

Total 164 $ 228.56 — —

(1) The shares purchased represent the exercise of the convertible note hedges relating to the partial early conversion of the 2022 Notes.

For further information, see Note 11, Debt, of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

SELECTED CONSOLIDATED FINANCIAL DATA

The consolidated statements of operations data and the consolidated balance sheets data are derived from our audited consolidated financial statements and should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements, and the related notes included elsewhere in this filing.

Our historical results are not necessarily indicative of our results in any future period.

Year Ended January 31,

2021 2020 2019 2018 2017

As Adjusted (2)

(in thousands, except per share data)

Consolidated Statements of Operations Data:

Subscription services $ 3,788,452 $ 3,096,389 $ 2,385,769 $ 1,787,833 $ 1,290,733

Professional services 529,544 530,817 436,411 355,217 283,707

Total revenues 4,317,996 3,627,206 2,822,180 2,143,050 1,574,440

Costs and expenses (1) :

Costs of subscription services 611,912 488,513 379,877 273,461 213,389

Costs of professional services 586,220 576,745 455,073 355,952 270,156

Product development 1,721,222 1,549,906 1,211,832 910,584 680,531

Sales and marketing 1,233,173 1,146,548 891,345 683,367 565,328

General and administrative 414,068 367,724 347,337 222,909 198,122

Total costs and expenses 4,566,595 4,129,436 3,285,464 2,446,273 1,927,526

Operating income (loss) (248,599) (502,230) (463,284) (303,223) (353,086)

Other income (expense), net (26,535) 19,783 39,532 (11,563) (32,427)

Loss before provision for (benefit from) income taxes (275,134) (482,447) (423,752) (314,786) (385,513)

Provision for (benefit from) income taxes 7,297 (1,773) (5,494) 6,436 (814)

Net loss $ (282,431) $ (480,674) $ (418,258) $ (321,222) $ (384,699)

Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (1.19) $ (2.12) $ (1.93) $ (1.55) $ (1.94)

Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders 237,019 227,185 216,789 207,774 198,214

(1) Costs and expenses include share-based compensation expenses as follows (in thousands):

Year Ended January 31,

2021 2020 2019 2018 2017

Costs of subscription services $ 63,253 $ 49,919 $ 36,754 $ 26,280 $ 20,773

Costs of professional services 101,869 80,401 55,535 37,592 26,833

Product development 505,376 434,188 320,876 229,819 166,529

Sales and marketing 202,819 176,758 132,810 100,762 86,229

General and administrative 131,537 118,614 127,443 83,972 78,265

(2) The summary consolidated statement of operations data for the year ended January 31, 2017, reflects the adoption of Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (Topic 606) .

As of January 31,

2021 2020 2019 2018 2017

As Adjusted (3)

(in thousands)

Consolidated Balance Sheet Data:

Cash and cash equivalents $ 1,384,181 $ 731,141 $ 638,554 $ 1,134,355 $ 539,923

Marketable securities 2,151,472 1,213,432 1,139,864 2,133,495 1,456,822

Working capital 519,413 125,218 269,905 1,898,104 1,239,202

Property and equipment, net 972,403 936,179 796,907 546,609 365,877

Operating lease right-of-use assets 414,143 290,902 — — —

Total assets 8,718,411 6,816,365 5,520,746 4,947,424 3,268,282

Total unearned revenue 2,636,735 2,309,203 1,949,270 1,537,147 1,221,543

Total debt 1,795,014 1,262,286 1,204,778 1,491,354 534,423

Total operating lease liabilities 443,051 307,572 — — —

Total liabilities 5,440,577 4,329,814 3,562,304 3,367,059 1,991,674

Total stockholders’ equity 3,277,834 2,486,551 1,958,442 1,580,365 1,276,608

(3) The summary consolidated balance sheet data as of January 31, 2017, reflects the adoption of ASU No.

2014-09, Revenue from Contracts with Customers (Topic 606).

Year Ended January 31,

2021 2020 2019 2018 2017

As Adjusted (4)

(in thousands)

Cash Flow Data:

Net cash provided by (used in) operating activities $ 1,268,441 $ 864,598 $ 606,658 $ 465,727 $ 350,626

(4) The summary consolidated cash flow data for the year ended January 31, 2017, reflects the adoption of ASU No.

2016-18, Statement of Cash Flows (Topic 230):

Restricted Cash .

Table of Conten t s

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity