Yext, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk represents the risk of loss that may affect our financial position due to adverse changes in financial market prices and rates. We are exposed to market risks related to foreign currency exchange rates, inflation and interest rates. Foreign Currency Risk Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where the local currency is the functional currency, are translated from foreign currencies into U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates for the period for revenue, costs and expenses. We record translation gains and losses in accumulated other comprehensive (loss) income as a component of stockholders' equity. We reflect net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency as a component of foreign currency exchange losses in other expense, net. Based on the size of our international operations and the amount of our expenses denominated in foreign currencies, we would not expect a 10% change in the value of the U.S. dollar from rates on January 31, 2024 to have a material effect on our financial position or results of operations. These exposures may change over time as business practices evolve and economic conditions change, including recent foreign currency impacts due to the macroeconomic environment. Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition or results of operations, other than its impact on the general economy which includes labor costs. Nonetheless, if our costs, in particular personnel-related costs, continue to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. Interest Rate Risk As of January 31, 2024, we had cash and cash equivalents of $210.2 million. The primary objective of our investments is the preservation of capital to fulfill liquidity needs. We do not enter into investments for trading or speculative purposes. We do not believe our cash equivalents have significant risk of default or illiquidity. While we believe our cash equivalents do not contain excessive risk, we cannot assure you that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits and are exposed to counterparty risk. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements. Financial Institution Risk While we seek to minimize our exposure to third-party losses of our cash and cash equivalents, we hold our balances in a number of large financial institutions. Notwithstanding, those institutions are subject to risk of failure and our balances may be uninsured in certain cases. For example, on March 10, 2023, SVB was unable to continue their operations and the FDIC was appointed as receiver for SVB. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. In addition, on May 1, 2023, the FDIC seized First Republic Bank and sold its assets to JPMorgan Chase & Co. We do not expect further developments with such banks to have a material impact on our cash and cash equivalents balance, expected results of operations or financial performance for the foreseeable future. However, if further failures in financial institutions occur where we hold deposits, we could experience additional risk. 54 Item 8. Consolidated Financial Statements and Supplementary Data Index to Consolidated Financial Statements PAGE Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 56 Consolidated Balance Sheets 59 Consolidated Statements of Operations and Comprehensive Loss 60 Consolidated Statements of Stockholders' Equity 61 Consolidated Statements of Cash Flows 62 Notes to Consolidated Financial Statements 63 55 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Yext, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Yext, Inc. (the Company) as of January 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 13, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition Description of the Matter The Company recorded consolidated revenue of $404.3 million for the year ended January 31, 2024, and $212.2 million of unearned revenue as of January 31, 2024. As described in Note 2 to the consolidated financial statements, the Company primarily earns revenue from subscriptions and associated support to the platform. The Company’s revenue contracts include contractual terms and conditions that can impact the amount allocated to each of its performance obligations and the timing of revenue recognition. Auditing the timing and measurement of the Company's revenue recognition was especially challenging due to the volume of executed contracts and the assessment of the unique terms. This involved assessing the contractual terms and conditions of both new and modified contracts to determine the contract period, identifying all performance obligations, and determine if the transaction price expected to be received was fixed or variable. 56 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s internal controls over the accounting for revenue. For example, we tested controls over the Company’s processes to evaluate contractual terms and conditions and determine the timing and amount of revenue to be recognized related to the performance obligations identified as services are transferred to the customer. This included testing relevant controls over the IT systems that are important to the initiation, processing and recording of revenue transactions. We performed audit procedures that included, among others, reading a sample of revenue contracts to evaluate the contractual terms and conditions, identify performance obligations, assess the fixed and variable components to determine the transaction price, and assess the measurement and timing of revenue recognized and unearned revenue recorded as of year-end. We tested the revenue recognized and unearned revenue as of year-end through tests of details and analytical procedures, including the recalculation of balances on a disaggregated basis. Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements. /s/ Ernst & Young, LLP We have served as the Company’s auditors since 2014. New York, New York March 13, 2024 57 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Yext, Inc. Opinion on Internal Control Over Financial Reporting We have audited Yext, Inc.’s internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Yext, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes and our report dated March 13, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young, LLP New York, New York March 13, 2024 58 YEXT, INC. Consolidated Balance Sheets (In thousands, except share and per share data) January 31, 2024 January 31, 2023 Assets Current assets: Cash and cash equivalents $ 210,184 $ 190,214 Accounts receivable, net of allowances of $ 1,013 and $ 868 , respectively 108,198 109,727 Prepaid expenses and other current assets 14,849 15,629 Costs to obtain revenue contracts, current 26,680 31,023 Total current assets 359,911 346,593 Property and equipment, net 48,542 62,071 Operating lease right-of-use assets 75,989 85,463 Costs to obtain revenue contracts, non-current 16,710 21,037 Goodwill 4,478 4,477 Intangible assets, net 168 193 Other long term assets 3,012 3,927 Total assets $ 508,810 $ 523,761 Liabilities and stockholders’ equity Current liabilities: Accounts payable, accrued expenses and other current liabilities $ 38,766 $ 49,017 Unearned revenue, current 212,210 223,706 Operating lease liabilities, current 16,798 18,155 Total current liabilities 267,774 290,878 Operating lease liabilities, non-current 89,562 100,534 Other long term liabilities 4,300 4,326 Total liabilities 361,636 395,738 Commitments and contingencies (Note 14) Stockholders’ equity: Preferred stock, $ 0.001 par value per share; 50,000,000 shares authorized at January 31, 2024 and 2023; zero shares issued and outstanding at January 31, 2024 and 2023 — — Common stock, $ 0.001 par value per share; 500,000,000 shares authorized at January 31, 2024 and 2023, respectively; 148,197,347 and 142,684,128 shares issued at January 31, 2024 and 2023, respectively; 124,867,093 and 122,334,515 shares outstanding at January 31, 2024 and 2023, respectively 148 142 Additional paid-in capital 942,622 897,368 Accumulated other comprehensive loss ( 4,183 ) ( 3,617 ) Accumulated deficit ( 679,172 ) ( 676,542 ) Treasury stock, at cost ( 112,241 ) ( 89,328 ) Total stockholders’ equity 147,174 128,023 Total liabilities and stockholders’ equity $ 508,810 $ 523,761 See the accompanying notes to the consolidated financial statements. 59 YEXT, INC. Consolidated Statements of Operations and Comprehensive Loss (In thousands, except share and per share data) Fiscal year ended January 31, 2024 2023 2022 Revenue $ 404,322 $ 400,850 $ 390,577 Cost of revenue 87,468 103,960 98,299 Gross profit 316,854 296,890 292,278 Operating expenses: Sales and marketing 178,830 211,479 230,467 Research and development 72,040 70,903 68,350 General and administrative 72,185 79,336 83,420 Total operating expenses 323,055 361,718 382,237 Loss from operations ( 6,201 ) ( 64,828 ) ( 89,959 ) Interest income 7,094 1,684 22 Interest expense ( 470 ) ( 589 ) ( 544 ) Other expense, net ( 761 ) ( 125 ) ( 1,501 ) Loss from operations before income taxes ( 338 ) ( 63,858 ) ( 91,982 ) Provision for income taxes ( 2,292 ) ( 2,080 ) ( 1,277 ) Net loss $ ( 2,630 ) $ ( 65,938 ) $ ( 93,259 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.02 ) $ ( 0.53 ) $ ( 0.73 ) Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted 124,056,949 125,250,723 127,814,447 Other comprehensive (loss) income: Foreign currency translation adjustment $ ( 568 ) $ ( 3,421 ) $ ( 2,609 ) Unrealized gain (loss) on marketable securities, net 2 ( 9 ) — Total comprehensive loss $ ( 3,196 ) $ ( 69,368 ) $ ( 95,868 ) See the accompanying notes to the consolidated financial statements. 60 YEXT, INC. Consolidated Statements of Stockholders' Equity (In thousands) Accumulated Common Stock Additional Paid-In Other Comprehensive Accumulated Treasury Total Stockholders’ Shares Amount Capital Income (Loss) Deficit Stock Equity Balance, January 31, 2021 123,989 $ 130 $ 733,933 $ 2,422 $ ( 517,345 ) $ ( 11,905 ) $ 207,235 Exercise of stock options 2,220 2 19,195 — — — 19,197 Vested restricted stock units converted to common shares 4,402 4 ( 4 ) — — — — Issuance of restricted stock 15 — — — — — — Issuance of common stock under employee stock purchase plan 531 1 6,484 — — — 6,485 Stock-based compensation — — 74,821 — — — 74,821 Other comprehensive loss — — — ( 2,609 ) — — ( 2,609 ) Net loss — — — — ( 93,259 ) — ( 93,259 ) Balance, January 31, 2022 131,157 137 834,429 ( 187 ) ( 610,604 ) ( 11,905 ) 211,870 Exercise of stock options 259 — 711 — — — 711 Vested restricted stock units converted to common shares, net of shares withheld for employee taxes 3,967 4 ( 5,137 ) — — — ( 5,133 ) Issuance of common stock under employee stock purchase plan 796 1 3,814 — — — 3,815 Stock-based compensation — — 63,551 — — — 63,551 Repurchase of common stock ( 13,844 ) — — — — ( 77,423 ) ( 77,423 ) Other comprehensive loss — — — ( 3,430 ) — — ( 3,430 ) Net loss — — — — ( 65,938 ) — ( 65,938 ) Balance, January 31, 2023 122,335 142 897,368 ( 3,617 ) ( 676,542 ) ( 89,328 ) 128,023 Exercise of stock options 1,704 2 9,376 — — — 9,378 Vested restricted stock units converted to common shares, net of shares withheld for employee taxes 2,952 3 ( 13,017 ) — — — ( 13,014 ) Issuance of restricted stock 75 — — — — — — Issuance of common stock under employee stock purchase plan 782 1 3,671 — — — 3,672 Stock-based compensation — — 45,224 — — — 45,224 Repurchase of common stock ( 2,981 ) — — — — ( 22,913 ) ( 22,913 ) Other comprehensive loss — — — ( 566 ) — — ( 566 ) Net loss — — — — ( 2,630 ) — ( 2,630 ) Balance, January 31, 2024 124,867 $ 148 $ 942,622 $ ( 4,183 ) $ ( 679,172 ) $ ( 112,241 ) $ 147,174 See the accompanying notes to the consolidated financial statements. 61 YEXT, INC. Consolidated Statements of Cash Flows (In thousands) Fiscal year ended January 31, 2024 2023 2022 Operating activities: Net loss $ ( 2,630 ) $ ( 65,938 ) $ ( 93,259 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 15,805 17,583 16,783 Bad debt expense 888 182 1,253 Stock-based compensation expense 44,961 63,078 73,480 Amortization of operating lease right-of-use assets 8,804 8,799 9,296 Other, net 540 1,195 582 Changes in operating assets and liabilities: Accounts receivable 518 ( 10,056 ) ( 6,106 ) Prepaid expenses and other current assets 755 ( 2,303 ) 4,238 Costs to obtain revenue contracts 8,818 8,034 ( 9,113 ) Other long term assets 896 1,140 ( 231 ) Accounts payable, accrued expenses and other current liabilities ( 10,176 ) 2,714 ( 494 ) Unearned revenue ( 11,252 ) 3,538 33,262 Operating lease liabilities ( 11,687 ) ( 10,986 ) ( 6,644 ) Other long term liabilities ( 83 ) 873 ( 1,198 ) Net cash provided by operating activities 46,157 17,853 21,849 Investing activities: Capital expenditures ( 2,728 ) ( 6,193 ) ( 13,418 ) Net cash used in investing activities ( 2,728 ) ( 6,193 ) ( 13,418 ) Financing activities: Proceeds from exercise of stock options 9,405 714 19,228 Repurchase of common stock ( 23,086 ) ( 77,250 ) — Payments for taxes related to net share settlement of stock-based compensation awards ( 13,015 ) ( 5,129 ) — Payments of deferred financing costs ( 452 ) ( 509 ) ( 263 ) Proceeds, net from employee stock purchase plan withholdings 3,894 3,153 5,652 Net cash (used in) provided by financing activities ( 23,254 ) ( 79,021 ) 24,617 Effect of exchange rate changes on cash and cash equivalents ( 205 ) ( 3,635 ) ( 2,249 ) Net increase (decrease) in cash and cash equivalents 19,970 ( 70,996 ) 30,799 Cash and cash equivalents at beginning of period 190,214 261,210 230,411 Cash and cash equivalents at end of period $ 210,184 $ 190,214 $ 261,210 Supplemental disclosure of cash flow data: Cash paid on interest $ — $ 41 $ 75 Cash paid on income taxes $ 2,716 $ 1,046 $ 1,325 See the accompanying notes to the consolidated financial statements. 62 YEXT, INC. Notes to Consolidated Financial Statements 1. Organization and Description of Business Description of Business Yext, Inc. ("Yext" or the "Company") empowers businesses to manage their knowledge so they can deliver relevant, actionable answers to consumer questions as well as consistent, accurate and engaging experiences to customers throughout the digital ecosystem. The Company's digital presence platform (also known as the Answers Platform) lets businesses structure and organize information about their brands in the Company's knowledge graph, Yext Content (also known as the Knowledge Graph), which is then delivered across first- and third-party websites and applications through its network of over 200 service and application providers, which the Company refers to as its Publisher Network. These publishers include, among others, Amazon Alexa, Apple Maps, Bing, Cortana, Facebook, Google, Google Assistant, Google Maps, Siri and Yelp. The Company's platform powers all of the Company's key products, including Listings, Reviews, Pages, and Search, each with robust analytics capabilities for businesses to easily track performance across customer experiences. Fiscal Year The Company's fiscal year ends on January 31 st . References to fiscal 2024, for example, are to the fiscal year ended January 31, 2024. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding financial reporting. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. There were no prior period amounts that have been reclassified to conform to the current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of those financial statements and the reported amounts of revenue and expense during the reporting period. These estimates include, but are not limited to, the standalone selling prices of performance obligations, the incremental borrowing rate associated with lease liabilities, the useful life of capitalized costs to obtain revenue contracts, income taxes, and the valuation and assumptions underlying stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. Segment Information The Company is the provider of the platform and operates as one operating segment. An operating segment is defined as a component of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers ("CODM"). The Company defines its CODM as its executive officers, and their role is to make decisions about allocating resources and assessing performance. The Company's business operates as one operating segment as all of the Company's offerings operate on the Company's platform and are deployed in an identical way, with its CODM evaluating the Company's financial information, resources and performance of these resources on a consolidated basis. Since the Company operates as one operating segment, all required financial segment information can be found in the consolidated financial statements. Revenue Recognition The Company derives its revenue primarily from its subscriptions and associated support to the Company's platform. The Company's subscriptions do not provide customers with the right to take possession of the software supporting the applications and, as a result, are accounted for as service contracts. The Company accounts for revenue in accordance with ASC Topic 606, "Revenue from Contracts with Customers". The Company recognizes revenue upon transfer of control of services to its customers in an amount that reflects the consideration it expects to receive in exchange for those services. The recognition of revenue is determined through application of the following five-step model: • Identification of the contract(s) with customers; • Identification of the performance obligation(s) in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligation(s) in the contract; and • Recognition of revenue when or as the performance obligation(s) are satisfied 63 The Company identifies the performance obligations in a contract with a customer and determines whether they are distinct or distinct within the context of the contract. When there is more than one distinct performance obligation in a contract, the Company allocates the transaction price to the performance obligations on a relative standalone selling price basis. The Company estimates the amount of consideration expected to be received in exchange for transferring services if the consideration promised in a contract includes a variable amount. Revenue is generally recognized ratably over the contract term beginning on the commencement date of each contract, which is the date the Company's platform is made available to customers. Contracts are typically one year in length, but may be up to three years or longer in length. At the beginning of each subscription term the Company invoices its customers, typically in annual installments but also monthly, quarterly, and semi-annually. Amounts that have been invoiced for non-cancelable contracts are recorded in accounts receivable and in unearned revenue or revenue. The Company reports revenue net of sales tax and other taxes collected from customers to be remitted to government authorities. Costs Capitalized to Obtain Revenue Contracts The Company capitalizes costs of obtaining revenue contracts that are incremental and recoverable. Incremental costs primarily include sales commissions for new and renewal revenue contracts, certain related incentives, and associated payroll tax and fringe benefit costs. Capitalized amounts are recoverable through future revenue streams under all customer contracts. Costs capitalized to obtain new revenue contracts are amortized on a straight-line basis over three years , which reflects the average benefit period, and may be longer than the initial contract period. The Company determined the average benefit period having considered both qualitative and quantitative factors, including the estimated life of capitalized software development costs resulting from additional functionality to the Company's platform and estimated customer life, among other such factors. The Company amortizes costs capitalized for contract renewals over the renewal term, reflecting the average benefit period for such renewals, which is typically one year . Amortization of costs capitalized to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss. The Company periodically evaluates whether there have been any changes in its business, market conditions, or other events which would indicate that its amortization period should be changed, or if there are potential indicators of impairment. During the fiscal years ended January 31, 2024 and 2023, the Company capitalized $ 27.7 million and $ 29.4 million of costs to obtain revenue contracts respectively, and amortized $ 36.4 million, $ 38.6 million and $ 39.5 million to sales and marketing expense as of January 31, 2024, 2023, and 2022, respectively. Costs capitalized to obtain revenue contracts on the Company's consolidated balance sheet totaled $ 43.4 million and $ 52.1 million at January 31, 2024 and 2023, respectively. There were no impairments of costs capitalized to obtain revenue contracts for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. Cost of Revenue Cost of revenue is generally expensed as incurred, including personnel-related costs, costs associated with the Company’s Publisher Network application providers, and data center costs. Capitalized software development costs incurred in connection with additional functionality to the Company's platform are recognized in cost of revenue as depreciation expense in accordance with the “capitalized software development costs” section of this Note. Cost of revenue also includes lease expenses, software expense, and depreciation expense, each of which are allocated based on employee headcount. Stock-Based Compensation Stock-based compensation for all employee stock-based awards, including restricted stock units, restricted stock, performance-based restricted stock units, and options to purchase common stock, is measured at fair value on the date of grant and recognized over the service period. The fair value of restricted stock units and restricted stock are estimated on the date of grant based on the fair value of the Company’s common stock. The fair value of performance-based restricted stock units are estimated on the date of grant using a Monte Carlo simulation model. The fair value of employee stock options is estimated on the date of grant using a Black-Scholes option-pricing model. Stock-based compensation expense is generally recognized over the requisite service periods of awards, which is typically one to four years for restricted stock units, restricted stock and performance-based restricted stock units, and four years for options. The estimated forfeiture rate applied is based on historical forfeiture rates. The estimated number of stock-based awards that will ultimately vest requires judgment, and to the extent actual results, or updated estimates, differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period actual results are realized or estimates are revised. Stock-based compensation expense associated with the Company's Employee Stock Purchase Plan (“ESPP”) is measured at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period. The Company measures stock-based compensation associated with stock-based awards issued to non-employees at the grant date, based on the estimated fair value of the award, and recognizes expense on a straight-line basis over the requisite service period. The Company does not apply a forfeiture rate assumption to value such awards, given the nature of the services provided. 64 Advertising and Other Promotional Costs Advertising and other promotional costs are expensed as incurred. Advertising expenses were $ 3.9 million, $ 3.5 million and $ 8.4 million for the fiscal years ended January 31, 2024, 2023 and 2022, respectively and are included within sales and marketing expense in the consolidated statement of operations and comprehensive loss. Research and Development Research and development costs are generally expensed as incurred, including personnel-related costs. Research and development expenses also include data centers costs associated with pre-production costs for testing and quality assurance, as well as lease expenses and software expense, each of which are allocated based on employee headcount. Research and development costs exclude capitalized software development costs. Capitalized Software Development Costs The Company capitalizes certain software development costs included as software in progress or computer software within property and equipment, net. These costs are incurred in connection with additional functionality to its platform, as well as internal-use projects during the application development stage and include elements of stock-based compensation. Computer software is recognized on a straight-line basis over an estimated useful life of 2 to 3 years. Capitalized software development costs incurred in connection with additional functionality to the Company's platform are recognized as depreciation expense in cost of revenue within the consolidated statement of operations and comprehensive loss. Capitalized software development costs incurred in internal-use projects are recognized as depreciation expense and are allocated based on employee headcount. Capitalized software development costs, net were $ 2.1 million and $ 3.9 million as of January 31, 2024 and 2023, respectively, and primarily related to costs incurred in connection with additional functionality to its platform. Depreciation expense associated with capitalized software development costs was $ 3.2 million, $ 4.9 million and $ 3.7 million during the fiscal years ended January 31, 2024, 2023 and 2022, respectively. Software costs that meet the cloud computing arrangements criteria are capitalized in accordance with ASC 350 “Intangibles—Goodwill and Other” and are recognized on a straight-line basis over the term of the arrangement, plus reasonably certain renewals. Capitalized costs included in prepaid expenses and other current assets were $ 0.5 million and $ 1.3 million as of January 31, 2024 and 2023 respectively, and $ 1.0 million, $ 2.5 million, and $ 2.1 million were amortized during the fiscal years ended January 31, 2024, 2023, and 2022, respectively. Software costs that do not meet the capitalization criteria, including costs incurred in the maintenance and minor upgrade and enhancement of software without additional functionality, are expensed as incurred. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes,” under which deferred income taxes are provided for temporary differences between the financial reporting and tax basis of the Company’s assets and liabilities. The Company classifies all deferred tax assets and liabilities as non-current on the consolidated balance sheet. The effect of a change in tax rates on deferred tax assets and liabilities is recognized within the provision for income taxes on the consolidated statement of operations and comprehensive loss in the period that includes the enactment date. The Company reduces deferred tax assets, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax assets. In making such a determination, the Company considers all available positive and negative evidence, including results of recent operations, future reversals of existing taxable temporary differences, projected future taxable income and tax-planning strategies. See Note 12 "Income Taxes" to the Company's consolidated financial statements for additional information on the composition of these valuation allowances. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest and penalties related to uncertain tax positions within the provision for income taxes on the consolidated statement of operations and comprehensive loss. Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Unvested restricted stock, restricted stock units and performance-based restricted stock units are excluded from the denominator of basic net loss per share. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares for the period, including any dilutive effect from such shares. See Note 15 "Net Loss Per Share Attributable to Common Stockholders" for further discussion. Foreign Currency The functional currency of the Company’s non-U.S. subsidiaries is generally the local currency. The Company translates the financial statements of its non-U.S. subsidiaries to U.S. dollars using month-end exchange rates for assets and liabilities, and average 65 exchange rates for revenue, costs and expenses. The Company records translation gains and losses in accumulated other comprehensive loss as a component of stockholders’ equity. Foreign currency transaction gains and losses are included within other expense, net in the consolidated statements of operations and comprehensive loss. Concentration of Credit Risk Certain financial instruments that could be exposed to a concentration of credit risk include cash and cash equivalents and accounts receivable. The Company deposits its cash with financial institutions, and such deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. Collateral is not required for accounts receivable. At January 31, 2024 and 2023, no single customer accounted for more than 10% of the Company's accounts receivable. No single customer accounted for more than 10% of the Company's revenue for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. Cash and Cash Equivalents Cash consists of cash on deposit with banks that is stated at cost, which approximates fair value. The Company considers all highly liquid investments purchased with original maturities of less than three months from the date of purchase to be cash equivalents. Marketable Securities The Company's investments in marketable securities may consist of debt securities, including U.S. treasury securities, corporate bonds, and commercial paper. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. The Company considers all of its investments in marketable securities, irrespective of the maturity date, as available for use in current operations, and therefore classifies these securities within current assets on the consolidated balance sheets. All marketable securities are carried at estimated fair value. Credit losses related to marketable securities are recorded, net in the consolidated statements of operations and comprehensive loss through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. As of January 31, 2024, 2023, and 2022 no credit losses related to marketable securities were recorded by the Company. Any remaining unrealized gains or losses for marketable securities are included in accumulated other comprehensive income (loss), as a component of stockholders’ equity. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. The Company estimates its allowance for doubtful accounts based on historical loss patterns, the number of days that billings are past due, current market conditions, and reasonable and supportable forecasts of future economic conditions, in accordance with ASC 326 "Financial Instruments-Credit Losses." Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. The following table summarizes the allowance for doubtful accounts activity: (in thousands) Fair Value Allowance for doubtful accounts as of January 31, 2022 $ 2,042 Additions 367 Deductions - write offs ( 1,541 ) Allowance for doubtful accounts as of January 31, 2023 868 Additions 888 Deductions - write offs ( 743 ) Allowance for doubtful accounts as of January 31, 2024 $ 1,013 Property and Equipment, Net Property and equipment are recorded at cost and depreciated or amortized on a straight-line basis over their estimated useful lives. Furniture and fixtures have an estimated useful life of five years . Office equipment has an estimated useful life of three years . Computer software, which includes capitalized software development costs, has an estimated useful life of two to three years . Leasehold improvements and assets held under operating leases are depreciated over the shorter of the term of the lease or their useful life. Upon retirement or sale of assets, the cost and related accumulated depreciation or amortization are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive loss. Repairs and maintenance costs are expensed as incurred. Leases The Company accounts for leases in accordance with ASC Topic 842, "Leases." Lease expense is recognized as a single lease cost on a straight-line basis over the lease term. The lease term consists of non-cancelable periods, and may include options to extend or terminate the lease term, when it is reasonably certain such options will be exercised. 66 The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. The Company classifies leases as operating or financing in nature, and records the associated lease liability and right-of-use asset on its balance sheet. The lease liability represents the present value of future lease payments, net of lease incentives, discounted using an incremental borrowing rate, which is a management estimate based on the information available at the commencement date of a lease arrangement. With respect to operating lease arrangements, the Company accounts for lease components, and non-lease components that are fixed, as a single lease component. Non-lease components that are variable are expensed as incurred in the statement of operations and comprehensive loss. The Company recognizes costs associated with lease arrangements having an initial term of 12 months or less ("short-term leases") on a straight-line basis over the lease term; such short-term leases are not recorded on the balance sheet. Goodwill and Intangible Assets Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350, “Intangibles-Goodwill and Other.” The Company’s goodwill is evaluated at the entity level as it is determined there is one reporting unit. The Company performs its annual impairment test on November 1 st of each year, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company considers the following potential indicators of impairment: significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of acquired assets or the strategy of the Company’s overall business, significant negative industry or economic trends and a significant decline in the value of the Company’s enterprise value for a sustained period. Intangible assets are amortized over their estimated useful lives. The Company assesses the impairment of long-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company has not recorded impairment charges on intangible assets for the periods presented in these consolidated financial statements. The Company's intangible assets included domains with a net book value of $ 0.2 million as of both January 31, 2024 and 2023. Deferred Financing Costs Financing costs incurred with securing a revolving line of credit are deferred and amortized to interest expense over the term of the agreement. Financing costs associated with revolving credit arrangements are deferred, regardless of whether a balance is outstanding. The Company includes deferred financing costs in prepaid and other current assets or other long term assets on the consolidated balance sheet. Legal and Other Contingencies From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, breach of contract claims and other asserted and unasserted claims. The Company investigates these claims as they arise and accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for the Company's annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning in fiscal 2026, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2023-09. 67 3. Revenue Geographic Region The Company disaggregates its revenue from contracts with customers by geographic region, as it believes this best depicts how the nature, amount, timing, and uncertainty of its revenues and cash flows are affected by economic factors. Revenue by geographic region is determined based on the region of the Company's contracting entity, which may be different than the region of its customers. The following table presents the Company's revenue by geographic region: Fiscal year ended January 31, (in thousands) 2024 2023 2022 North America $ 318,502 $ 322,318 $ 309,938 International 85,820 78,532 80,639 Total revenue $ 404,322 $ 400,850 $ 390,577 North America revenue is attributable to the United States. International revenue is predominantly attributable to European countries, but also includes Japan. The Company's revenue attributable to the United States represented 79 %, 80 %, and 79 % for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. Revenue attributable to the United Kingdom, which serves as the Company's main contracting entity for Europe, represented 20 %, 18 % and 19 % of total revenue for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. No other individual country represented more than 10% of total revenue during the fiscal years ended January 31, 2024, 2023 and 2022. Significant Judgments Significant judgments and estimates may be required to determine the appropriate application of accounting related to revenue, including whether performance obligations are distinct and assessments regarding the transaction price. Performance Obligations The Company has identified that it has two distinct performance obligations. The Company predominantly recognizes revenue through its performance obligation of a subscription and associated support to the Company's platform. The performance obligation is distinct because a customer's use of the Company's platform is fully functional upon access, does not require any additional development, modification or customization, and is often sold separately. In certain instances, the Company enters into a contract with a customer that includes a promise to provide certain technical or customized professional services, in addition to a promise to provide its subscription and associated support. The Company's professional services performance obligation is distinct as it does not significantly change or enhance the functionality of the Company's platform. In those instances when a contract includes more than one performance obligation, the Company must allocate the transaction price to the performance obligations on a relative standalone selling price basis ("SSP"). SSP represents the price at which a company would sell a promised product or service separately to a customer. The Company determines the SSP based on a series of complex factors. The Company's selling prices associated with its subscription and associated support are considered highly variable based on discounting practices, customer geography, customer size, and other such factors. In contrast, the Company's selling prices associated with its professional services are more observable, predictable and consistent. Accordingly, the Company uses the residual method, under which the total transaction price and observable SSP of the professional services performance obligation is used to arrive at the estimated SSP of the subscription and associated support performance obligation. The Company's revenue is predominantly related to its subscription and associated support to the Company's platform. Professional services revenue accounted for approximately 8 %, 9 % and 8 % of the Company's total revenue for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. Contract Assets The Company records a contract asset when revenue is recognized prior to being billed. Contract assets are included in prepaid expenses and other current assets on the consolidated balance sheet and were not significant as of January 31, 2024 and 2023. Contract Liabilities A contract liability is an obligation to transfer goods or services for which consideration has been received or is due to a customer. The Company's contract liabilities consist primarily of unearned revenue and, to a lesser extent, customer deposits. As of January 31, 2024 and 2023, unearned revenue, current was $ 212.2 million and $ 223.7 million, while unearned revenue, non-current, which is included within other long term liabilities on the Company's consolidated balance sheet was $ 0.7 million and $ 0.1 million, respectively. Unearned revenue represents amounts billed, or payments received, in advance of revenue recognition for which the Company has an unconditional obligation to transfer goods or services associated with a non-cancelable contract. Unearned 68 revenue is subsequently recognized as revenue when transfer of control to a customer has occurred. The unearned revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, and invoice duration, timing and size. The portion of unearned revenue expected to be recognized during the succeeding twelve-month period is classified as unearned revenue, current, and the remaining portion is classified within other long term liabilities in the Company’s consolidated balance sheet. Substantially all of the $ 223.7 million of unearned revenue, current as of January 31, 2023 was subsequently recognized as revenue during the fiscal year ended January 31, 2024. Customer deposits represent payments received in advance in instances where a revenue contract is cancelable in nature, and therefore the Company does not have an unconditional obligation to transfer control to a customer. As of January 31, 2024 and 2023, customer deposits of $ 0.2 million and $ 0.3 million were included in accounts payable, accrued expenses and other current liabilities on the Company's consolidated balance sheet, respectively. Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents amounts under non-cancelable contracts expected to be recognized as revenue in future periods, and may be influenced by several factors, including seasonality, the timing of renewals, and contract terms. As of January 31, 2024, the Company had $ 465.1 million of remaining performance obligations, of which $ 403.7 million is expected to be recognized as revenue over the next twenty-four months , with the remaining balance expected to be recognized thereafter. As of January 31, 2023, the Company had $ 447.7 million of remaining performance obligations. 4. Investments in Marketable Securities The following tables summarize the Company's investments in marketable securities: January 31, 2024 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 63,966 $ — $ — $ 63,966 U.S. treasury securities 82,642 — ( 7 ) 82,635 Total marketable securities $ 146,608 $ — $ ( 7 ) $ 146,601 January 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 68,165 $ — $ — $ 68,165 U.S. treasury securities 40,372 — ( 9 ) 40,363 Total marketable securities $ 108,537 $ — $ ( 9 ) $ 108,528 As of January 31, 2024 and 2023, the Company's marketable securities have a maturity of 90 days or less and are classified as cash and cash equivalents. During the fiscal years ended January 31, 2024, 2023 and 2022, the Company had no material reclassification adjustments from accumulated other comprehensive loss to net loss. The Company classifies interest income on investments in marketable securities, amortization of premiums and discounts, and realized gains and losses on securities available for sale within interest income in the consolidated statements of operations and comprehensive loss. The Company regularly reviews its debt securities and monitors the surrounding economic conditions to assess the risk of expected credit losses. As of January 31, 2024 and 2023, the unrealized losses and the related risk of expected credit losses were not significant. 5. Fair Value of Financial Instruments Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Subsequent changes in fair value of these financial assets and liabilities are recognized in earnings or other comprehensive (loss) income when they occur. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurement or assumptions that market participants would use in pricing the assets or liabilities, such as inherent risk, transfer restrictions, and credit risk. 69 The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs are based on quoted prices in active markets for identical assets or liabilities. Level 2 inputs are based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 inputs are based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The Company's assets measured at fair value on a recurring basis, by level, within the fair value hierarchy are as follows: January 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 63,966 $ — $ — $ 63,966 U.S. treasury securities — 82,635 — 82,635 Included in cash and cash equivalents $ 63,966 $ 82,635 $ — $ 146,601 January 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 68,165 $ — $ — $ 68,165 U.S. treasury securities — 40,363 — 40,363 Included in cash and cash equivalents $ 68,165 $ 40,363 $ — $ 108,528 The Company’s cash equivalents and marketable securities for the periods presented were valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs and were classified as Level 1 or Level 2, accordingly. 6. Goodwill The Company had goodwill of $ 4.5 million as of both January 31, 2024 and 2023. The changes to goodwill during these periods relate to foreign currency translation adjustments. Goodwill is not amortized but is subject to periodic testing for impairment at the reporting unit level, which is at or one level below the operating segment level. The Company operates as one operating segment, which represents its one reporting unit. The test for impairment is conducted annually each November 1 st , or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company determined that no events occurred or circumstances changed that would more likely than not reduce the fair value of the Company's reporting unit below its carrying amount during the fiscal years ended January 31, 2024 and 2023. However, if certain events occur or circumstances change, it may be necessary to record impairment charges in the future. 70 7. Property and Equipment, Net Property and equipment are recorded at cost and depreciated or amortized on a straight-line basis over their estimated useful lives. Property and equipment, net consisted of the following: (in thousands) January 31, 2024 January 31, 2023 Computer software $ 22,500 $ 21,049 Office equipment 22,674 21,533 Furniture and fixtures 7,930 8,523 Leasehold improvements 59,927 63,371 Construction in progress 249 107 Software in progress 370 699 Total property and equipment, gross 113,650 115,282 Less: accumulated depreciation ( 65,108 ) ( 53,211 ) Total property and equipment, net $ 48,542 $ 62,071 As of January 31, 2024 and 2023, the Company's property and equipment, net attributable to the United States was 90 % and 88 %, respectively. No other individual country represented more than 10% of the total property and equipment, net as of those periods. Depreciation expense was $ 15.8 million, $ 17.6 million and $ 16.2 million for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. 8. Accounts Payable, Accrued Expenses and Other Current Liabilities Accounts payable, accrued expenses and other current liabilities consisted of the following: (in thousands) January 31, 2024 January 31, 2023 Accounts payable $ 7,430 $ 7,264 Accrued employee compensation 15,961 23,621 Accrued Publisher Network fees 1,839 3,220 Accrued professional services and associated costs 2,307 2,328 Accrued employee stock purchase plan withholdings liability 1,958 1,736 Other current liabilities 9,271 10,848 Total accounts payable, accrued expenses and other current liabilities $ 38,766 $ 49,017 9. Stock-Based Compensation 2008 Equity Incentive Plan The Company's 2008 Equity Incentive Plan (the "2008 Plan"), as amended on March 10, 2016, allowed for the issuance of up to 25,912,531 shares of common stock. Awards granted under the 2008 Plan may be incentive stock options ("ISOs"), nonqualified stock options ("NQSOs"), restricted stock and restricted stock units. The 2008 Plan is administered by the Company's Board of Directors, which determines the terms of the options granted, the exercise price, the number of shares subject to option and the option vesting period. No ISO or NQSO is exercisable after 10 years from the date of grant, and option awards will typically vest over a four-year period. The 2008 Plan was terminated in connection with the adoption of the Company's 2016 Equity Incentive Plan (the "2016 Plan") in December 2016, and since the 2008 Plan termination the Company has not granted and will not grant any additional awards under the 2008 Plan. However, the 2008 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. 2016 Equity Incentive Plan In December 2016, the Company's Board of Directors adopted, and its stockholders approved, the 2016 Plan. The number of shares reserved for issuance under the 2016 Plan will increase on the first day of each fiscal year during the term of the 2016 Plan by the lesser of: (i) 10,000,000 shares, (ii) 4 % of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company's Board of Directors may determine. On February 1, 2023, the number of shares of common stock available for issuance under the 2016 Plan was automatically increased according to its terms by 4,893,381 shares. In addition, the shares reserved for issuance under the 2016 Plan also include shares returned to the 2008 Plan as the result of expiration or termination of options or other awards. As of January 31, 2024, the number of shares available for future award under the 2016 Plan is 4,844,507 . 71 Stock Options The following table summarizes the activity related to the Company's stock options: Options Outstanding Outstanding Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Balance, January 31, 2023 4,593,704 $ 6.45 3.09 $ 5,020 Granted — $ — Exercised ( 1,704,296 ) $ 5.50 Forfeited or canceled ( 867,914 ) $ 8.75 Balance, January 31, 2024 2,021,494 $ 6.26 2.20 $ 989 Vested and expected to vest 2,021,494 $ 6.26 2.20 $ 989 Exercisable at January 31, 2024 2,021,494 $ 6.26 2.20 $ 989 The aggregate intrinsic value of options vested and expected to vest and exercisable is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of January 31, 2024. The fair value of the common stock is the Company’s closing stock price as reported on the New York Stock Exchange. The aggregate intrinsic value of exercised options was $ 6.3 million, $ 0.9 million and $ 13.5 million for the fiscal years ended January 31, 2024, 2023 and 2022, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. Restricted Stock and Restricted Stock Units The following table summarizes the activity related to the Company's restricted stock and restricted stock units: Outstanding Weighted-Average Grant Date Fair Value Balance as of January 31, 2023 11,564,867 $ 8.00 Granted 4,571,233 $ 8.28 Vested and converted to shares ( 4,537,225 ) $ 8.97 Forfeited or canceled ( 1,808,127 ) $ 8.74 Balance as of January 31, 2024 9,790,748 $ 7.54 The estimated weighted-average grant date fair value of restricted stock and restricted stock units granted was $ 8.28 , $ 5.71 , and $ 12.94 per share for the fiscal years ended January 31, 2024, 2023, and 2022, respectively. The fair value of the common stock is the Company’s closing stock price as reported on the New York Stock Exchange. The total fair value of restricted stock and restricted stock units vested was $ 40.7 million, $ 63.5 million, and $ 69.8 million for the fiscal years ended January 31, 2024, 2023, and 2022, respectively. Employee Stock Purchase Plan In March 2017, the Company's Board of Directors adopted, and its stockholders approved, the 2017 Employee Stock Purchase Plan ("ESPP"), which became effective on the date it was adopted. The number of shares of the Company's common stock that will be available for sale to employees under the ESPP increases annually on the first day of each fiscal year, in an amount equal to the lesser of: (i) 2,500,000 shares; (ii) 1 % of the outstanding shares of the Company's common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the administrator may determine. On February 1, 2023, the number of shares of common stock available for issuance under the ESPP was automatically increased according to its terms by 1,223,345 shares. As of January 31, 2024, a total of 4,500,768 shares of the Company's common stock are available for sale to employees under the ESPP. A new offering period commences on the first trading day on or after March 15 th and September 15 th each year, or on such other date as the administrator will determine and will end on the first trading day, approximately six months later, on or after September 15 th and March 15 th , respectively. Participants may purchase the Company’s common stock through payroll deductions, up to a maximum of 15 % of their eligible compensation. Unless changed by the administrator, the purchase price for each share of common stock purchased under the ESPP will be 85 % of the lower of the fair market value per share on the first trading day of the applicable offering period or the fair market value per share on the last trading day of the applicable offering period. In connection with the offering period which ended on March 15, 2023, 491,600 shares of common stock were purchased under the ESPP at a purchase price of $ 4.31 per share for total proceeds of $ 2.1 million. In connection with the offering period which ended 72 on September 15, 2023, 289,628 shares of common stock were purchased under the ESPP at a purchase price of $ 5.36 per share for total proceeds of $ 1.6 million. A new offering period began on September 15, 2023 and will end on March 15, 2024. As of January 31, 2024, 487,529 shares are estimated to be purchased at the end of the offering period and $ 2.0 million has been withheld on behalf of employees for these future purchases under the ESPP and is included in accounts payable, accrued expenses and other current liabilities. The Black-Scholes option-pricing model assumptions used to calculate the fair value of shares, estimated at commencement of the offering period, to be purchased during an ESPP offering period were as follows: Fiscal year ended January 31, 2024 2023 2022 Expected life (years) 0.50 0.50 0.50 Expected volatility 55.12 % - 76.43 % 48.87 % - 63.52 % 45.54 % - 59.24 % Dividend yield — % — % — % Risk-free rate 4.73 % - 5.49 % 0.86 % - 3.78 % 0.05 % - 0.06 % The expected life assumptions were based on each offering period's respective purchase date. The Company estimated the expected volatility assumption based on the historical volatility of its stock price. The risk-free rate assumptions were based on the U.S. treasury yield curve in effect at commencement of the offering period. The dividend yield assumption was zero as the Company has not historically paid any dividends and does not expect to declare or pay any dividends in the foreseeable future. During the fiscal years ended January 31, 2024, 2023 and 2022, the Company recorded stock-based compensation expense associated with the ESPP of $ 1.7 million, $ 1.5 million and $ 2.2 million, respectively. As of January 31, 2024, total unrecognized compensation cost related to ESPP was $ 0.3 million, net of estimated forfeitures, which will be amortized over a weighted-average remaining period of 0.12 years. Performance-Based Restricted Stock Units In March 2022, the Company made a grant to an executive in the form of 2,000,000 performance-based restricted stock units ("PSUs"). This grant was outside of the Company’s 2016 Equity Incentive Plan, and will vest over approximately a four-year period following the achievement of certain stock price targets. During the fiscal year ended January 31, 2024, the Company granted additional PSUs to certain executives under the Company’s 2016 Equity Incentive Plan, which vest over approximately a one-year period following the achievement of certain stock price targets. In January 2024, the Company made an additional grant to an executive in the form of 1,250,000 target PSUs under the 2016 Equity Incentive Plan. The total number of shares that will be eligible to vest ranges from 0 % to 200 % of the target PSUs and is based on the total shareholder return ("TSR") of the Company, relative to the TSR of companies in the S&P Software and Services Select Index over specified performance periods. These awards vest over approximately a one to two-year period. The PSUs granted by the Company contain market and service conditions, and the fair value of these awards is determined using a Monte Carlo simulation model on the date of grant. Stock-based compensation expense associated with PSUs is recognized using the accelerated attribution method and recognized over the requisite service period. The following table summarizes the activity related to the Company’s PSUs: Number of Performance-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Balance as of January 31, 2023 2,000,000 $ 5.72 Granted 1,555,000 $ 6.31 Vested — $ — Forfeited or canceled — $ — Balance as of January 31, 2024 3,555,000 $ 5.98 As of January 31, 2024, the market conditions accompanying the PSUs were not satisfied and therefore, no shares vested. During the fiscal years ended January 31, 2024 and 2023, the Company recognized stock-based compensation expense related to PSUs of approximately $ 4.6 million and $ 2.9 million, respectively. As of January 31, 2024, the total unrecognized stock-based compensation expense related to unvested PSUs was $ 13.5 million, which will be amortized over a weighted-average remaining period of 1.98 years. Stock-Based Compensation Expense Stock-based compensation represents the cost related to stock-based awards granted in lieu of monetary payment. The Company measures stock-based compensation associated with stock-based awards issued to employees at the grant date, based on the estimated fair value of the award, and recognizes expense, net of estimated forfeitures, over the requisite service period of the applicable award generally using the straight-line method or accelerated attribution method. 73 The Company's stock-based compensation expense for the periods presented was as follows: Fiscal year ended January 31, (in thousands) 2024 2023 2022 Cost of revenue $ 2,900 $ 5,042 $ 7,099 Sales and marketing 15,067 22,961 26,496 Research and development 11,349 16,401 20,654 General and administrative 15,645 18,674 19,231 Total stock-based compensation expense $ 44,961 $ 63,078 $ 73,480 During the fiscal years ended January 31, 2024, 2023 and 2022, the Company capitalized $ 0.3 million, $ 0.5 million and $ 1.3 million, respectively, of stock-based compensation related to software development. As of January 31, 2024, there was approximately $ 78.2 million of total unrecognized compensation cost related to unvested stock-based awards, which is expected to be recognized over an estimated remaining weighted-average vesting period of approximately 2.48 years. 10. Equity Preferred Stock Effective April 2017, the Company’s Board of Directors is authorized to issue up to 50,000,000 shares of preferred stock, $ 0.001 par value, in one or more series without stockholder approval. The Company's Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of its common stock, impairing the liquidation rights of its common stock, or delaying or preventing changes in control or management of the Company. As of January 31, 2024 and 2023, no shares of preferred stock were issued or outstanding. Common Stock As of January 31, 2024 and 2023, the Company had authorized 500,000,000 shares of voting $ 0.001 par value common stock. Each holder of the Company's common stock is entitled to one vote for each share on all matters to be voted upon by the stockholders and there are no cumulative rights. Subject to any preferential rights of any outstanding preferred stock, holders of the Company's common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by the Company's Board of Directors out of legally available funds. If there is a liquidation, dissolution or winding up of the Company, holders of the Company's common stock would be entitled to share in the Company's assets remaining after the payment of liabilities and any preferential rights of any outstanding preferred stock. Holders of the Company's common stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of the Company's common stock will be fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company's common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which the Company may designate and issue in the future. Treasury Stock As of January 31, 2024, the Company had 23,330,254 shares of treasury stock carried at its cost basis of $ 112.2 million. As of January 31, 2023, the Company had 20,349,613 shares of treasury stock carried at its cost basis of $ 89.3 million. Share Repurchase Program In March 2022, the Company's Board of Directors authorized a $ 100.0 million share repurchase program of the Company’s common stock. In September 2023, the Board of Directors authorized an additional $ 50.0 million to the share repurchase program. During the fiscal year ended January 31, 2024, 2,980,641 shares were purchased for a total cost of $ 22.9 million, inclusive of broker commissions. As of January 31, 2024, a total of 16,824,920 shares have been purchased for a total cost of $ 100.3 million since the commencement of program, inclusive of broker commissions, and approximately $ 49.7 million remained available for future purchases. As part of the share repurchase program, shares may be purchased in open market transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing, manner, price and amount of any repurchases will be determined at the Company’s discretion, and the share repurchase program may be suspended, terminated or modified at any time for any reason. The repurchase program does not obligate the Company to acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases. 74 11. Debt On March 11, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with Silicon Valley Bank (“SVB”). In January 2021, the Company amended the Credit Agreement which modified the conditions pursuant to which subsidiaries are required to become guarantors. On December 22, 2022, the Company entered into a second amendment (“Amendment No. 2”) to the Credit Agreement, dated March 11, 2020, collectively referred to as the Credit Facility. No significant debt issuance costs were incurred in association with the December 2022 Credit Facility. Amendment No. 2 amends the Credit Facility to, among other things (i) extend the maturity date of the Credit Facility to December 22, 2025, (ii) amend the interest rate provisions to replace LIBOR with SOFR as the interest rate benchmark, and (iii) amend the recurring revenue growth rate financial covenant. The Credit Facility provides for a senior secured revolving loan facility of up to $ 50.0 million that matures three years after the effective date, with the right subject to certain conditions to add an incremental revolving loan facility of up to $ 50.0 million in the aggregate. The three year revolving loan facility provides for borrowings up to the amount of the facility with sub-limits of up to (i) $ 30.0 million to be available for the issuance of letters of credit and (ii) $ 10.0 million to be available for swingline loans. As amended, the revolving loans bear interest, at the Company’s election, at an annual rate based on SOFR or a base rate. Loans based on SOFR shall bear interest at a rate between SOFR plus 2.50 % and SOFR plus 3.00 %, depending on the Company’s average daily usage of the revolving loan facility and subject to a SOFR floor of 1.00 %. Loans based on the base rate shall bear interest at a rate between the base rate minus 0.50 % and the base rate plus 0.00 %, depending on the Company’s average daily usage of the revolving loan facility. The Company is also obligated to pay a commitment fee on the unused portion of the facility at a rate of 0.25 % per annum. The obligations under the Credit Facility are secured by a lien on substantially all of the tangible and intangible property of the Company and by a pledge of all of the equity interests of the Company's material direct and indirect domestic subsidiaries and 66 % of each class of capital stock of any material first-tier foreign subsidiaries, subject to limited exceptions. The Credit Facility contains customary affirmative and negative covenants and restrictions, as well as financial covenants that require the Company to maintain a year-over-year growth rate of its recurring revenue for a trailing four fiscal quarter period above specified rates when certain liquidity thresholds are not met and to maintain a consolidated quick ratio of at least 1.50 to 1.00 tested on a monthly basis. As of January 31, 2024, the Company was in compliance with all debt covenants. As of such date, the $ 50.0 million revolving loan facility had $ 36.4 million available and $ 13.6 million in letters of credit allocated as security in connection with office space. Following the closure of SVB by the California Department of Financial Protection and Innovation on March 10, 2023, and its subsequent receivership by the Federal Deposit Insurance Corporation (“FDIC”), the FDIC announced that all of SVB’s deposits and substantially all of its assets had been transferred to a newly created, full-service FDIC-operated bridge bank, Silicon Valley Bridge Bank N.A. (“SVBB”). On March 27, 2023, First Citizens Bank & Trust Company (“First Citizens”) acquired substantially all of the loans and certain other assets of SVBB, and assumed all customer deposits and certain other liabilities of SVBB. As such, First Citizens assumed SVB’s obligations under the Credit Facility. 75 12. Income Taxes The domestic and international components of the Company's loss from operations before income taxes are as follows: Fiscal year ended January 31, (in thousands) 2024 2023 2022 Domestic $ ( 4,444 ) $ ( 66,194 ) $ ( 95,062 ) International 4,106 2,336 3,080 Loss from operations before income taxes $ ( 338 ) $ ( 63,858 ) $ ( 91,982 ) The Company's provision for income taxes is comprised of the following: Fiscal year ended January 31, (in thousands) 2024 2023 2022 Current: Federal $ ( 43 ) $ ( 42 ) $ ( 9 ) State ( 912 ) ( 491 ) ( 184 ) International ( 1,262 ) ( 732 ) ( 884 ) Total current ( 2,217 ) ( 1,265 ) ( 1,077 ) Deferred: Federal ( 4 ) ( 4 ) ( 4 ) State ( 11 ) ( 3 ) ( 4 ) International ( 60 ) ( 808 ) ( 192 ) Total deferred ( 75 ) ( 815 ) ( 200 ) Total provision for income taxes $ ( 2,292 ) $ ( 2,080 ) $ ( 1,277 ) The Company’s current tax provision is primarily attributable to profitable jurisdictions outside of the United States (U.S.) and U.S. state income taxes due to limitations imposed on state net operating loss ("NOL") carryforwards and state margin tax. The Company reconciled its income taxes at the federal statutory income tax rate to the provision for income taxes included within its consolidated statements of operations and comprehensive loss. The Company elected to account for its Global Intangible Low-Taxed Income as an expense in the period it is incurred. The reconciliation is as follows: Fiscal year ended January 31, (in thousands) 2024 2023 2022 U.S. federal tax (provision) benefit at statutory rate $ 71 $ 13,410 $ 19,316 State taxes, net of federal benefit ( 1,286 ) 479 4,344 Foreign tax rate differential ( 191 ) ( 42 ) ( 132 ) Non-deductible expenses ( 1,902 ) ( 1,492 ) ( 1,244 ) R&D credit carryforward 15,656 — — Changes in valuation allowance ( 13,913 ) ( 4,399 ) ( 22,027 ) Rate change 386 62 ( 66 ) Stock-based compensation ( 1,593 ) ( 2,500 ) ( 1,489 ) Net excess tax benefits (shortfalls) from stock-based compensation 213 ( 6,498 ) ( 990 ) Return to provision adjustment ( 25 ) 235 1,718 Global intangible low-taxed income — ( 1,096 ) — Other, net 292 ( 239 ) ( 707 ) Total provision for income taxes $ ( 2,292 ) $ ( 2,080 ) $ ( 1,277 ) 76 Deferred Income Taxes Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating loss and tax credit carryforwards. The components of the Company's deferred income taxes were as follows: As of January 31, (in thousands) 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 109,415 $ 126,654 Tax credit carryforwards 19,668 — Stock-based compensation 3,329 5,075 Allowance for doubtful accounts 262 220 Operating lease liability 25,968 28,960 Accrued expenses 1,965 2,893 Unearned revenue 19 110 Capitalized research & experimental expenditures 25,409 12,781 Intangible assets 10,803 10,943 Other 227 169 Total deferred tax assets 197,065 187,805 Less: valuation allowance ( 169,517 ) ( 155,604 ) Deferred tax assets, net of valuation allowance 27,548 32,201 Deferred tax liabilities: Property and equipment ( 732 ) ( 1,411 ) Costs to obtain revenue contracts ( 7,679 ) ( 9,179 ) Operating lease right-of-use assets ( 18,573 ) ( 20,795 ) Other ( 700 ) ( 877 ) Total deferred tax liabilities ( 27,684 ) ( 32,262 ) Net deferred tax (liability) asset $ ( 136 ) $ ( 61 ) As of January 31, 2024, for federal income tax purposes, the Company had $ 384.0 million of gross U.S. federal NOL carryforwards, with pre-2018 NOLs expiring starting in fiscal 2037 with others indefinitely carried forward. As of January 31, 2024, for state income tax purposes, the Company had $ 20.1 million of post-apportioned, tax-effected NOL carryforwards, which expire in fiscal 2025 through fiscal 2043. As of January 31, 2024, the Company had $ 8.7 million of tax-effected foreign NOL carryforwards which expire starting in fiscal 2026. As of January 31, 2024, for federal income tax purposes, the Company had $ 24.5 million of gross U.S. federal research and development tax credits carryforwards which expire starting in fiscal 2037. Utilization of the Company’s NOLs and tax credit carryforwards in the future will be dependent upon its ability to generate taxable income and could be limited due to ownership changes, as defined under the provisions of Section 382 of the Code and similar state provisions. Utilization of the Company’s foreign NOL carryforwards in the future will be dependent upon local tax laws and regulations. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback, and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. During the fiscal year ended January 31, 2024, the valuation allowance had a net increase of $ 13.9 million from approximately $ 155.6 million to $ 169.5 million, primarily due to increases in U.S. deferred tax assets resulting from capitalization and amortization of research and development expenses, and generation of U.S. research and development tax credits, then netted with the impact of NOLs utilized in the current period. During the fiscal year ended January 31, 2023, the valuation allowance increased $ 4.4 million from approximately $ 151.2 million to $ 155.6 million, primarily due to a decrease in U.S. deferred tax liabilities and the recording of valuation allowance in certain foreign jurisdictions. The Company will continue to assess the realizability of the deferred tax assets in each applicable jurisdiction going forward. 77 The Company generally does not provide deferred income taxes for the undistributed earnings of its foreign subsidiaries where the Company intends to reinvest such earnings indefinitely. Should circumstances change and it becomes apparent that some or all of the undistributed earnings will no longer be indefinitely reinvested, the Company will accrue for income taxes not previously recognized, where applicable. Such earnings may be subject to state income taxes and withholding taxes upon distribution of non-U.S. earnings in the form of dividends. As of January 31, 2024, the Company's undistributed foreign earnings and unrecorded deferred income taxes with respect to its undistributed earnings are not material. A reconciliation of the beginning and ending balance of total unrecognized tax benefits for the fiscal years ended January 31, 2024, 2023, and 2022 is as follows: Fiscal year ended January 31, (in thousands) 2024 2023 2022 Beginning of period $ — $ 288 $ 267 Tax positions taken in prior period Gross increases 4,404 — — Gross decreases — ( 272 ) — Tax positions taken in current period Gross increases 516 — 20 Lapse of statute of limitations — — — Currency translation effect — ( 16 ) 1 End of period $ 4,920 $ — $ 288 During fiscal 2024, the Company completed an analysis of its historical U.S. research and development tax credits and recorded a corresponding increase in the uncertain tax position. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes and recognized insignificant interest and penalties in each of the fiscal years ended January 31, 2024, 2023, and 2022. As of January 31, 2024 and 2023, none of the accrued unrecognized tax benefits, if recognized, would reduce the provision for income taxes, and the Company's effective tax rate. As of January 31, 2022, accrued unrecognized tax benefits were $ 0.3 million, which if recognized, would reduce the provision for income taxes, and the Company's effective tax rate. The Company does not expect any unrecognized tax benefits to be recognized within the next 12 months. The Company is subject to income tax examinations in the United States and various state and foreign jurisdictions. The Company’s most significant operations are in the United States and the earliest open tax year subject to potential examination in the United States is 2008. 13. Leases The Company's operating lease arrangements are principally for office space. As of January 31, 2024, the Company had $ 16.8 million of operating lease liabilities, current, $ 89.6 million of operating lease liabilities, non-current, $ 76.0 million of operating lease right-of-use assets, and no financing leases, on its consolidated balance sheet. The operating lease arrangements included in the measurement of lease liabilities had a weighted-average remaining lease term of 6.9 years and a weighted-average discount rate of 6.1 %, as of January 31, 2024. During the fiscal year ended January 31, 2024, the Company paid $ 18.5 million for amounts included in the measurement of lease liabilities and did not enter into any new lease arrangements. During the fiscal years ended January 31, 2024, 2023 and 2022, the Company recognized lease expense, respectively, which consisted of the following: Fiscal year ended January 31, (in thousands) 2024 2023 2022 Operating lease expense $ 15,637 $ 16,196 $ 17,037 Short-term lease expense 709 792 763 Variable lease expense 10,082 9,550 8,943 Total lease expense $ 26,428 $ 26,538 $ 26,743 Operating lease expense is recognized on a straight-line basis over the term of the arrangement beginning on the lease commencement date for lease arrangements that have an initial term greater than twelve months and therefore are recorded on the balance sheet. Short-term lease expense is recognized on a straight-line basis over the lease term for lease arrangements that have an initial term of 12 months or less and therefore are not recorded on the balance sheet. Variable lease expense is recognized as incurred and includes real estate taxes and utilities, among other office space related expenses. 78 The total remaining operating lease payments included in the measurement of lease liabilities on the Company's consolidated balance sheet as of January 31, 2024, was as follows (in thousands): Fiscal year ending January 31: Operating Lease Payments 2025 $ 17,343 2026 19,229 2027 19,323 2028 19,420 2029 19,282 2030 and thereafter 36,480 Total gross operating lease payments 131,077 Less: tenant allowances — Total net operating lease payments 131,077 Less: imputed interest ( 24,717 ) Total lease liabilities, reflecting the present value of net lease payments $ 106,360 14. Commitments and Contingencies Contractual Obligations The Company is obligated to make payments under certain non-cancelable contractual obligations in the normal course of business. The Company's contractual obligations primarily relate to its operating and short-term lease arrangements for office space. Its other contractual obligations include contracts with its Publisher Network application providers, which generally have a term of one year, although some have a term of several years, and its software vendors, among others. These obligations represent minimum contractual payments, or the Company's best estimate for variable elements based on historical payments. The Company's contractual obligations have various expiry dates between fiscal years 2025 and 2035. As of January 31, 2024, the Company's contractual obligations are as follows (in thousands): Fiscal year ending January 31: Leases Other 2025 $ 17,746 $ 38,659 2026 19,229 15,167 2027 19,323 8,656 2028 19,420 4,488 2029 19,282 16 2030 and thereafter 36,480 93 Total $ 131,480 $ 67,079 Legal Proceedings The Company is and may be involved in various legal proceedings arising in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, currently, in the opinion of the Company, the likelihood of any material adverse impact on the Company's results of operations, cash flows or the Company's financial position for any such litigation or claims is deemed to be remote. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. Warranties and Indemnifications The Company's platform is in some cases warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company's product specifications. 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 and/or if the Company breaches its contractual agreements with a customer or in instances of negligence, fraud or willful misconduct by the Company. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any significant liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify certain of its directors and 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 79 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 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. 15. Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders: Fiscal year ended January 31, (in thousands, except share and per share data) 2024 2023 2022 Numerator: Net loss attributable to common stockholders $ ( 2,630 ) $ ( 65,938 ) $ ( 93,259 ) Denominator: Weighted-average common shares outstanding 124,056,949 125,250,723 127,814,447 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.02 ) $ ( 0.53 ) $ ( 0.73 ) Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Unvested restricted stock, restricted stock units, and performance-based restricted stock units where the market conditions have not been met are excluded from the denominator of basic net loss per share. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus common equivalent shares for the period, including any dilutive effect from such shares. Since the Company was in a net loss position for all periods presented, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: As of January 31, 2024 2023 2022 Options to purchase common stock 2,021,494 4,593,704 6,620,701 Restricted stock and restricted stock units 9,790,748 11,564,867 10,184,214 Shares estimated to be purchased under ESPP 487,529 517,140 291,079 Performance-based restricted stock units (1) 3,555,000 2,000,000 — Total anti-dilutive common equivalent shares 15,854,771 18,675,711 17,095,994 (1) An additional 1.3 million shares of common stock may be awarded for certain PSUs based on the Company's total shareholder return ("TSR") relative to the TSR of companies in the S&P Software and Services Select Index over specified performance periods. See Note 9. "Stock-Based Compensation", for further discussion . 80 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.