Zoom Communications, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ZOOM VIDEO COMMUNICATIONS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 61 Consolidated Balance Sheets 63 Consolidated Statements of Operations 64 Consolidated Statements of Comprehensive Income 65 Consolidated Statements of Convertible Preferred Stock and Stockholders’ (Deficit) Equity 66 Consolidated Statements of Cash Flows 67 Notes to Consolidated Financial Statements 69 60 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Zoom Video Communications, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Zoom Video Communications, Inc. and subsidiaries (the Company) as of January 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, convertible preferred stock and stockholders’ (deficit) equity, and cash flows for each of the years in the three-year period ended January 31, 2021, and the related notes and financial statement schedule II: valuation and qualifying accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of January 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2021, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2021 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of February 1, 2019, due to the adoption of Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 842, Leases . Basis for Opinions The Company’s management is responsible for these consolidated financial statements, 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 consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 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 61 Table of Contents 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. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a 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. Sufficiency of Audit Evidence Over Revenue As discussed in Notes 1 and 2 to the consolidated financial statements, the Company’s revenue is principally derived from the sale of subscriptions to the Company’s video communications platform. The Company recorded $2,651 million of revenue for the year ended January 31, 2021. We identified the evaluation of sufficiency of audit evidence over revenue as a critical audit matter. This matter required especially subjective auditor judgment because the Company’s revenue recognition process is highly automated and is reliant upon a number of customized and proprietary information technology (IT) systems. Involvement of IT professionals with specialized skills and knowledge was required to assist with the performance of certain procedures and determination of IT applications subject to testing. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. We evaluated the design and tested the operating effectiveness of certain internal controls related to revenue recognition. This included certain controls related to the Company’s general information technology and application controls related to the systems utilized within the Company’s revenue recognition process. We involved IT professionals with specialized skills and knowledge, who assisted in testing the IT controls of the various systems interacting with the Company’s revenue recognition process. We recalculated revenue for system-generated sales transactions during the year using a software audit tool. For a sample of transactions, we compared the amounts recognized for consistency with underlying documentation, including contracts with customers and cash receipts, and recalculated the amount of revenue recognized in the period based on the terms of the arrangement and the satisfaction of the underlying performance obligation. In addition, we evaluated the sufficiency of audit evidence obtained over revenue by assessing the results of procedures performed. /s/ KPMG LLP We have served as the Company’s auditor since 2016. Santa Clara, California March 18, 2021 62 Table of Contents ZOOM VIDEO COMMUNICATIONS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) As of January 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 2,240,303 $ 283,134 Marketable securities 2,004,410 572,060 Accounts receivable, net of allowances of $ 36,844 and $ 7,634 as of January 31, 2021 and 2020, respectively 294,703 120,435 Deferred contract acquisition costs, current 136,630 44,885 Prepaid expenses and other current assets 116,819 75,008 Total current assets 4,792,865 1,095,522 Deferred contract acquisition costs, noncurrent 157,262 46,245 Property and equipment, net 149,924 57,138 Operating lease right-of-use assets 97,649 68,608 Goodwill 24,340 — Other assets, noncurrent 75,953 22,332 Total assets $ 5,297,993 $ 1,289,845 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 8,664 $ 1,596 Accrued expenses and other current liabilities 393,018 122,692 Deferred revenue, current 858,284 209,542 Total current liabilities 1,259,966 333,830 Deferred revenue, noncurrent 25,211 20,994 Operating lease liabilities, noncurrent 90,415 64,792 Other liabilities, noncurrent 61,634 36,286 Total liabilities 1,437,226 455,902 Commitments and contingencies (Note 8) Stockholders’ equity: Preferred stock, $ 0.001 par value per share, 200,000,000 shares authorized as of January 31, 2021 and 2020; zero shares issued and outstanding as of January 31, 2021 and 2020 — — Common stock, $ 0.001 par value per share, 2,000,000,000 Class A shares authorized as of January 31, 2021 and 2020; 215,737,924 and 123,391,114 shares issued and outstanding as of January 31, 2021 and 2020, respectively; 300,000,000 Class B shares authorized as of January 31, 2021 and 2020; 77,811,299 and 155,336,747 shares issued and outstanding as of January 31, 2021 and 2020, respectively 292 277 Additional paid-in capital 3,187,168 832,705 Accumulated other comprehensive income 839 809 Retained earnings 672,468 152 Total stockholders’ equity 3,860,767 833,943 Total liabilities and stockholders’ equity $ 5,297,993 $ 1,289,845 The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents ZOOM VIDEO COMMUNICATIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Year Ended January 31, 2021 2020 2019 Revenue $ 2,651,368 $ 622,658 $ 330,517 Cost of revenue 821,989 115,396 61,001 Gross profit 1,829,379 507,262 269,516 Operating expenses: Research and development 164,080 67,079 33,014 Sales and marketing 684,904 340,646 185,821 General and administrative 320,547 86,841 44,514 Total operating expenses 1,169,531 494,566 263,349 Income from operations 659,848 12,696 6,167 Interest income and other, net 18,186 13,666 2,182 Income before provision for income taxes 678,034 26,362 8,349 Provision for income taxes 5,718 1,057 765 Net income 672,316 25,305 7,584 Undistributed earnings attributable to participating securities ( 789 ) ( 3,555 ) ( 7,584 ) Net income attributable to common stockholders $ 671,527 $ 21,750 $ 0 Net income per share attributable to common stockholders: Basic $ 2.37 $ 0.09 $ 0.00 Diluted $ 2.25 $ 0.09 $ 0.00 Weighted-average shares used in computing net income per share attributable to common stockholders: Basic 283,853,654 233,641,336 84,483,094 Diluted 298,127,669 254,298,014 116,005,681 The accompanying notes are an integral part of these consolidated financial statements. 64 Table of Contents ZOOM VIDEO COMMUNICATIONS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended January 31, 2021 2020 2019 Net income $ 672,316 $ 25,305 $ 7,584 Other comprehensive income: Unrealized gain on available-for-sale marketable securities, net of tax 30 944 396 Comprehensive income $ 672,346 $ 26,249 $ 7,980 The accompanying notes are an integral part of these consolidated financial statements. 65 Table of Contents ZOOM VIDEO COMMUNICATIONS, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY (in thousands, except share data) Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income (Accumulated Deficit) Retained Earnings Total Stockholders’ (Deficit) Equity Shares Amount Shares Amount Balance as of January 31, 2018 152,665,804 $ 159,552 82,609,638 $ 80 $ 6,517 $ ( 531 ) $ ( 32,737 ) $ ( 26,671 ) Issuance of common stock upon exercise of stock options — — 7,717,797 9 2,302 — — 2,311 Stock-based compensation expense — — — — 8,941 — — 8,941 Other comprehensive income — — — — — 396 — 396 Net income — — — — — — 7,584 7,584 Balance as of January 31, 2019 152,665,804 $ 159,552 90,327,435 $ 89 $ 17,760 $ ( 135 ) $ ( 25,153 ) $ ( 7,439 ) Conversion of convertible preferred stock to common stock upon initial public offering ( 152,665,804 ) ( 159,552 ) 152,665,804 153 159,399 — — 159,552 Conversion of convertible promissory notes and accrued interest to common stock upon initial public offering — — 426,223 — 15,344 — — 15,344 Issuance of common stock upon initial public offering and private placement, net of underwriting discounts and commissions and other offering costs — — 15,819,646 16 541,483 — — 541,499 Issuance of common stock upon exercise of stock options, net of repurchases and release of restricted stock units — — 18,501,767 19 9,752 — — 9,771 Issuance of common stock reserved for charitable donations — — 500,000 — — — — — Issuance of common stock for employee stock purchase plan — — 490,268 — 15,482 — — 15,482 Stock-based compensation expense — — — — 73,485 — — 73,485 Other comprehensive income — — — — — 944 — 944 Net income — — — — — — 25,305 25,305 Balance as of January 31, 2020 — $ — 278,731,143 $ 277 $ 832,705 $ 809 $ 152 $ 833,943 Issuance of common stock upon follow-on public offering, net of underwriting discounts and commissions and other offering costs — — 5,882,353 6 1,979,538 — — 1,979,544 Issuance of common stock upon exercise of stock options — — 7,378,477 7 29,100 — — 29,107 Issuance of common stock upon release of restricted stock units — — 633,697 1 — — — 1 Charitable donation of common stock — — — — 23,312 — — 23,312 Issuance of common stock for employee stock purchase plan — — 923,553 1 38,432 — — 38,433 Stock-based compensation expense — — — — 284,081 — — 284,081 Other comprehensive income — — — — — 30 — 30 Net income — — — — — — 672,316 672,316 Balance as of January 31, 2021 — $ — 293,549,223 $ 292 $ 3,187,168 $ 839 $ 672,468 $ 3,860,767 The accompanying notes are an integral part of these consolidated financial statements. 66 Table of Contents ZOOM VIDEO COMMUNICATIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended January 31, 2021 2020 2019 Cash flows from operating activities: Net income $ 672,316 $ 25,305 $ 7,584 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation expense 275,818 73,109 8,941 Amortization of deferred contract acquisition costs 104,306 37,101 20,839 Provision for accounts receivable allowances 32,007 6,370 1,953 Depreciation and amortization 28,857 16,449 7,008 Charitable donation of common stock 23,312 — — Non-cash operating lease cost 10,887 6,885 — Other 3,822 ( 1,068 ) 37 Changes in operating assets and liabilities: Accounts receivable ( 219,039 ) ( 64,715 ) ( 41,040 ) Prepaid expenses and other assets ( 68,521 ) ( 24,805 ) ( 7,971 ) Deferred contract acquisition costs ( 307,068 ) ( 72,714 ) ( 45,769 ) Accounts payable 3,481 ( 2,030 ) 832 Accrued expenses and other liabilities 251,654 51,179 27,407 Deferred revenue 665,724 106,286 71,511 Operating lease liabilities, net ( 6,379 ) ( 5,460 ) — Net cash provided by operating activities 1,471,177 151,892 51,332 Cash flows from investing activities: Purchases of marketable securities ( 2,056,470 ) ( 800,228 ) ( 78,016 ) Maturities of marketable securities 580,795 343,554 68,747 Sales of marketable securities 36,897 — — Purchases of property and equipment ( 79,972 ) ( 38,084 ) ( 28,432 ) Cash paid for acquisition, net of cash acquired ( 26,486 ) — — Purchase of equity investment ( 8,000 ) ( 3,000 ) — Purchases of intangible assets ( 5,843 ) ( 141 ) ( 2,018 ) Purchase of convertible promissory note ( 5,000 ) — — Other 1,659 ( 1,569 ) — Net cash used in investing activities ( 1,562,420 ) ( 499,468 ) ( 39,719 ) Cash flows from financing activities: Proceeds from follow-on public offering, net of underwriting discounts and commissions and other offering costs 1,979,206 — — Proceeds from issuance of common stock for employee stock purchase plan 38,433 15,482 — Proceeds from exercise of stock options, net of repurchases 28,550 9,169 3,565 Proceeds from employee equity transactions to be remitted to employees and tax authorities, net 4,088 48,547 — Proceeds from initial public offering and private placement, net of underwriting discounts and commissions and other offering costs — 542,492 ( 939 ) Proceeds from issuance of convertible promissory notes and derivatives — — 15,000 Principal payments on capital lease obligations — — ( 92 ) Net cash provided by financing activities 2,050,277 615,690 17,534 Net increase in cash, cash equivalents, and restricted cash 1,959,034 268,114 29,147 Cash, cash equivalents, and restricted cash—beginning of year 334,082 65,968 36,821 Cash, cash equivalents, and restricted cash—end of year $ 2,293,116 $ 334,082 $ 65,968 67 Table of Contents Supplemental disclosures of cash flow information Cash paid for income taxes, net $ 3,181 $ 1,070 $ 214 Supplemental disclosures of non-cash investing and financing information Conversion of convertible preferred stock to Class B common stock upon initial public offering $ — $ 159,552 $ — Conversion of debt to Class A common stock $ — $ 15,344 $ — Purchase of equipment during the period included in accounts payable and accrued expenses $ 34,514 $ 1,422 $ 3,284 Vesting of early exercised stock options and restricted stock awards $ 558 $ 725 $ 277 Deferred offering costs, accrued but not paid $ — $ — $ 1,490 Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above: Cash and cash equivalents $ 2,240,303 $ 283,134 $ 63,624 Restricted cash, current included in prepaid expenses and other current assets 50,575 48,647 200 Restricted cash, noncurrent included in other assets, noncurrent 2,238 2,301 2,144 Total cash, cash equivalents, and restricted cash $ 2,293,116 $ 334,082 $ 65,968 The accompanying notes are an integral part of these consolidated financial statements. 68 Table of Contents ZOOM VIDEO COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Business and Significant Accounting Policies Description of Business Zoom Video Communications, Inc. and its subsidiaries (collectively, “Zoom,” the “Company,” “we,” “us,” or “our”) provide a video-first unified communications platform that delivers happiness and fundamentally changes how people interact. We connect people through frictionless and secure video, phone, chat, and content sharing and enable face-to-face video experiences for thousands of people in a single meeting across disparate devices and locations. We were incorporated in the state of Delaware in April 2011, and are headquartered in San Jose, California. Fiscal Year Our fiscal year ends on January 31. References to fiscal year 2021, for example, refer to the fiscal year ended January 31, 2021. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of Zoom Video Communications, Inc., its subsidiaries, and a variable interest entity for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. 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, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the estimated expected benefit period for deferred contract acquisition costs, the allowance for credit losses, the useful lives of long-lived assets, the incremental borrowing rate for operating leases, stock-based compensation expense, sales and other tax liabilities, the fair value of marketable securities, equity investment, convertible promissory note, acquired intangible assets and goodwill, and the valuation of deferred income tax assets and uncertain tax positions. Actual results could differ from those estimates. The COVID-19 pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions, and the extent of its impact on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on our customers and our sales cycles. During the fiscal years ended January 31, 2021 and 2020, our estimates and assumptions required increased judgment and carried a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Concentration of Risks Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash, and accounts receivable. We maintain our cash, cash equivalents, marketable securities, and restricted cash with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. No single customer accounted for more than 10% of accounts receivable at January 31, 2021 or 2020. No single customer accounted for 10% or more of total revenue during the fiscal years ended January 31, 2021, 2020, or 2019. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of cash in banks and highly liquid investments, primarily money market funds, purchased with an original maturity of three months or less. Restricted cash consists of certificates of deposit collateralizing our operating leases, corporate credit cards, and cash from proceeds from international employees’ sales of our common stock, and is included in prepaid expenses and other current assets and other assets, noncurrent in the consolidated balance sheets. As of January 31, 2021 and 2020, we had $ 50.5 million and $ 48.5 million, respectively, of cash from proceeds from international employees’ sales of our common stock. The amount is held in our bank account until it is remitted to the 69 Table of Contents employees and the tax authorities. Due to the restrictions on the use of the funds in the bank account, we have classified the amount as restricted cash included in prepaid expenses and other current assets, and a corresponding amount is included in accrued expenses and other current liabilities in the consolidated balance sheets. Allowance for Credit Losses We are exposed to credit losses primarily through our accounts receivable and investments in available-for-sale debt securities. See Note 3 for additional information related to our available-for-sale debt securities. Accounts receivable, net Accounts receivable are recorded for invoiced amounts and amounts for which revenue has been recognized, but not invoiced, net of allowances. Our short-term accounts receivable consist of the following: As of January 31, 2021 (in thousands) Accounts receivable, gross $ 331,547 Less: Allowance for credit losses ( 20,500 ) Less: Allowance for returns ( 16,344 ) Accounts receivable, net $ 294,703 We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable, and changes in such are classified as general and administrative expense in the consolidated statements of operations. The allowance for credit losses is based on management’s estimate for expected credit losses for outstanding accounts receivable. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, the establishment of specific reserves for customers in an adverse financial condition, and adjust based upon our expectations of changes in macroeconomic conditions that may impact the collectibility of outstanding receivables, including noncurrent accounts receivable. We also consider current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. We reassess the adequacy of the allowance for credit losses each reporting period. Furthermore, the allowance for sales returns is recorded as an offset to accounts receivable, and changes to the allowance are classified as a reduction in revenue in the consolidated statements of operations. We estimate returns from sales to customers based on historical chargebacks and return rates. For the fiscal year ended January 31, 2021, our assessment considered business and market disruptions caused by COVID-19 and estimates of credit and collectibility trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict, causing variability and volatility that may have a material impact on our allowance for credit losses in future periods. Below is a rollforward of our allowance for credit losses for the fiscal year ended January 31, 2021. (in thousands) Balance as of January 31, 2020 $ 5,150 Provision for credit losses 25,651 Write-offs ( 10,301 ) Balance as of January 31, 2021 $ 20,500 Available-for-sale Investments Available-for-sale investments consist primarily of high-grade commercial paper, agency bonds, corporate bonds, corporate and other debt securities, U.S. government agency securities, and treasury bills. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date. We may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, we classify our securities, including those with maturities beyond 12 months, as current assets in the consolidated balance sheets. We carry these securities at fair value and record unrealized gains and losses in accumulated other comprehensive income, which is reflected as a component of stockholders’ equity. We evaluate our securities with unrealized loss positions as to whether the declines in fair value were due to credit losses, and record the portion of impairment relating to the credit losses through allowance for credit losses limited to the amount that fair value was less than the amortized cost basis. Realized gains and losses from the sale of marketable securities are determined based on the specific identification method. Realized gains and losses are reported in interest income and other, net in the consolidated statements of operations. 70 Table of Contents Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial instruments consist of cash equivalents, restricted cash, marketable securities, accounts receivable, and accounts payable. Cash equivalents, restricted cash, and marketable securities are stated at fair value on a recurring basis. Accounts receivable and accounts payable are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the respective assets, determined to be three to five years . Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful life of five years . Expenditures for maintenance and repairs are expensed as incurred. Significant improvements and betterments that substantially enhance the life of an asset are capitalized. Software Development Costs We capitalize certain development costs related to our unified communications platform during the application development stage as long as it is probable the project will be completed, and the software will be used to perform the function intended. Capitalized software development costs are recorded as part of property and equipment, net. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Capitalized software development costs are amortized on a straight-line basis over the software’s estimated useful life, which is generally three years , and are recorded in cost of revenue in the consolidated statements of operations. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. We have capitalized $ 19.4 million, $ 3.1 million, and $ 2.5 million of software development costs during the fiscal years ended January 31, 2021, 2020, and 2019, respectively. Leases We adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) and applicable updates as of February 1, 2019, using the modified retrospective method of applying the new standard at the adoption date. Prior year comparative financial information was not recast under the new standard and continues to be presented under Accounting Standards Codification (“ASC”) 840. All lease arrangements are generally recognized at lease commencement. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized at commencement. For short-term leases (an initial term of 12 months or less), an ROU asset and corresponding lease liability are not recorded and we record rent expense in our consolidated statements of operations on a straight-line basis over the lease term and record variable lease payments as incurred. ROU assets represent our right to use an underlying asset during the reasonably certain lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of fixed payments not yet paid over the lease term. We use our incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as our leases generally do not provide an implicit rate. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease 71 Table of Contents incentives received. We reassess the lease term if and when a significant event or change in circumstances occurs within our control. We currently do not have any finance leases. Impairment of Long-Lived Assets We evaluate long-lived assets or asset groups for impairment whenever events indicate that the carrying value of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparing the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value, less costs to sell. There were no impairment charges recognized related to long-lived assets during the fiscal years ended January 31, 2021, 2020, or 2019. Business Combinations We account for our business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, we make estimates and assumptions, especially with respect to intangible assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred. Uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions quarterly. We will record any adjustments to our preliminary estimates to goodwill, provided that it is within the one-year measurement period. Goodwill and Intangible Assets Goodwill amounts are not amortized, but rather tested for impairment at least annually or more often if circumstances indicate that the carrying value may not be recoverable. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. We have one reporting unit and as a result, goodwill has been assigned to the single reporting unit. We conducted our annual impairment test of goodwill in the fourth quarter of fiscal year 2021 and determined that no adjustment to the carrying value of goodwill was required. Intangible assets consist of acquired identifiable intangible assets resulting from business combinations, as well as other intangible assets purchased outside of a business combination, such as domains and intellectual property addresses. Finite-lived intangible assets are initially recorded at fair value and are amortized on a straight-line basis over their estimated useful lives. Amortization expense of developed technology is recorded within cost of revenue in the consolidated statements of operations. We routinely evaluate the estimated remaining useful lives of our finite-lived intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Indefinite-lived intangible assets are recorded at fair value and are not amortized. We review the useful lives of indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support the indefinite useful life classification. If we determine that the life of an intangible asset is no longer indefinite, that asset would be tested for impairment and amortized prospectively over its estimated remaining useful life. There were no impairment charges to acquired intangible assets during the fiscal year ended January 31, 2021. Revenue Recognition We derive our revenue primarily from subscription agreements with customers for access to our unified communications platform and services. We also provide other services, which include professional services, consulting services, and online event hosting, which were immaterial to our consolidated financial statements. Revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration that we expect to receive in exchange for these services. We determine revenue recognition through the following steps: 72 Table of Contents 1. Identification of the contract, or contracts, with the customer We determine a contract with a customer to exist when the contract is approved, each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, we will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 2. Identification of the performance obligations in the contract Performance obligations committed in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services or products is separately identifiable from other promises in the contract. Promised services or products under which both of these two criteria are not met are recognized as a combined, single performance obligation. Our performance obligations primarily relate to access to our unified communications platform, which consists of one or more software-based services. Our customers do not have the ability to take possession of our software, and through access to our platform, we provide a series of distinct software-based services that are satisfied over the term of the subscription. 3. Determination of the transaction price The transaction price is determined based on the consideration to which we expect to be entitled in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. None of our contracts contain a significant financing component. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes). Our unified communications platform and related services are typically warranted to perform in a professional manner that will comply with the terms of the subscription agreements. In addition, we include service-level commitments to our customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that we fail to meet those service levels. These credits represent a form of variable consideration. We have not provided any material refunds related to these agreements in the consolidated financial statements during the periods presented. 4. Allocation of the transaction price to the performance obligations in the contract Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price. Our contracts with multiple performance obligations are generally sold over the same subscription term and have the same pattern of transfer to the customer, and so they are accounted for as one combined performance obligation in the context of the contract. Accordingly, the transaction price is allocated to this single performance obligation. 5. Recognition of the revenue when, or as, a performance obligation is satisfied Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue is recognized in an amount that reflects the consideration that we expect to receive in exchange for those services. Fees for access to our unified communications platform and related services are subscription revenue and are considered one performance obligation, and the related revenue is recognized ratably over the subscription period as we satisfy the performance obligation. Professional services are time-based arrangements and revenue is recognized as these services are performed. Fees for services represent less than 2 % of total revenue during the periods presented. Cost of Revenue Cost of revenue primarily consists of costs related to hosting our unified communications platform and providing general operating support services to our customers. These costs are composed of co-located data center costs, third-party cloud hosting costs, integrated third-party PSTN services, personnel-related expenses, amortization of capitalized software development costs and acquired intangible assets, royalty payments, and allocated overhead costs. Indirect overhead costs associated with corporate facilities and related depreciation is allocated to cost of revenue and operating expenses based on applicable headcount. 73 Table of Contents Research and Development Research and development costs include personnel-related expenses associated with our engineering personnel and consultants responsible for the design, development, and testing of our unified communications platform, depreciation of equipment used in research and development, and allocated overhead costs. Research and development costs are expensed as incurred. Advertising Costs Advertising costs are expensed as incurred in sales and marketing expense and amounted to $ 34.8 million, $ 42.0 million, and $ 36.1 million for the fiscal years ended January 31, 2021, 2020, and 2019, respectively. Stock-Based Compensation Stock-based compensation expense related to stock awards (including stock options, restricted stock awards (“RSAs”), RSUs, and ESPP) is measured based on the fair value of the awards granted and recognized as an expense on a straight-line basis over the requisite service period. The fair value of each option and ESPP award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the award, the expected volatility of the price of our common stock, risk-free interest rates, and the expected dividend yield of our common stock. The fair value of each RSA and RSU award is based on the fair value of the underlying common stock as of the grant date. The assumptions used to determine the fair value of the stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. We account for forfeitures as they occur instead of estimating the number of awards expected to be forfeited. Foreign Currency The functional currency of our foreign subsidiaries is the U.S. dollar. Accordingly, monetary assets and liabilities of our foreign subsidiaries are remeasured into U.S. dollars at the exchange rates in effect at the reporting date, non-monetary assets and liabilities are remeasured at historical rates, and revenue and expenses are remeasured at average exchange rates in effect during each reporting period. Foreign currency related gains and losses have been immaterial during the periods presented. Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe it is more likely than not that they will not be realized. We consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. We record uncertain tax positions in accordance with ASC 740, Income Taxes on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We consider many factors when evaluating our uncertain tax positions, which involve significant judgment and may require periodic adjustments. The resolution of these uncertain tax positions in a manner inconsistent with management's expectations could have a material impact on our consolidated financial statements. We recognize interest and penalties related to uncertain tax positions as a component of our provision for income taxes. Accrued interest and penalties are included with the related tax liability. Net Income Per Share Attributable to Common Stockholders We calculate our net income per share attributable to Class A and Class B common stock using the two-class method required for companies with participating securities. We consider our convertible preferred stock and unvested common stock, 74 Table of Contents which includes early exercised stock options and RSAs, to be participating securities as holders of such securities have non-forfeitable dividend rights in the event of our declaration of a dividend for shares of common stock. Distributed and undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of our Class A and Class B common stock outstanding. The diluted net income per share attributable to common stockholders is computed by giving effect to all dilutive securities. Diluted net income per share attributable to common stockholders is computed by dividing the resulting net income attributable to common stockholders by the weighted-average number of fully diluted common shares outstanding. Segment Information We operate in one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is our Chief Executive Officer (“CEO”), in deciding how to allocate resources and assessing performance. Our chief operating decision maker allocates resources and assesses performance based upon consolidated financial information. Revenue by geographical region can be found in the revenue recognition disclosures in Note 2 below. The following table presents our property and equipment, net of depreciation and amortization, by geographic region: As of January 31, 2021 2020 (in thousands) Americas $ 138,093 $ 48,519 APAC 10,033 7,464 EMEA 1,798 1,155 Total property and equipment, net $ 149,924 $ 57,138 Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which was subsequently amended by ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , in November 2018. Subsequently, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, and ASU No. 2019-11 to provide additional guidance on the credit losses standard. ASU No. 2016-13 and the related updates replace the existing incurred loss impairment model with an expected credit loss model, and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. We adopted the standard as of February 1, 2020, using the modified retrospective method of applying the new standard at the adoption date. Our adoption did not result in any cumulative effect adjustment in our consolidated financial statements upon adoption as of February 1, 2020. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract . The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We adopted ASU No. 2018-15, prospectively, as of February 1, 2020, and our adoption did not have a material impact on the consolidated financial statements. 75 Table of Contents 2. Revenue Recognition Disaggregation of Revenue The following table summarizes revenue by region based on the billing address of customers: Year Ended January 31, 2021 2020 2019 Amount Percentage of Revenue Amount Percentage of Revenue Amount Percentage of Revenue (in thousands, except percentages) Americas $ 1,831,694 69 % $ 500,622 81 % $ 270,132 82 % APAC 332,844 13 51,152 8 27,720 8 EMEA 486,830 18 70,884 11 32,665 10 Total $ 2,651,368 100 % $ 622,658 100 % $ 330,517 100 % Contract Balances We receive payments from customers based on a billing schedule as established in our customer contracts. Accounts receivable are recorded when we contractually have the right to consideration. In some arrangements, a right to consideration for our performance under the customer contract may occur before invoicing to the customer, resulting in an unbilled accounts receivable. The amount of unbilled accounts receivable included within accounts receivable, net of allowances in the consolidated balance sheets was $ 24.6 million and $ 12.5 million as of January 31, 2021 and 2020, respectively. Contract liabilities consist of deferred revenue. Revenue is deferred when we have the right to invoice in advance of performance under a customer contract. The current portion of deferred revenue balances is recognized over the next 12 months. The amount of revenue recognized during the fiscal years ended January 31, 2021, 2020, and 2019 that was included in deferred revenue at the beginning of each period was $ 222.0 million, $ 119.1 million, and $ 50.3 million, respectively. Remaining Performance Obligation The terms of our subscription agreements are monthly, annual, and multiyear and we may bill for the full term in advance or on an annual, quarterly, or monthly basis, depending on the billing terms with customers. As of January 31, 2021, the aggregate amount of the transaction price allocated to our remaining performance obligations was $ 1,750.9 million, which consists of both billed consideration in the amount of $ 883.5 million and unbilled consideration in the amount of $ 867.4 million that we expect to recognize as revenue. We expect to recognize 70 % of our remaining performance obligations as revenue over the next 12 months and the remainder thereafter. Cost to Obtain a Contract We primarily capitalize sales commissions and associated payroll taxes paid to internal sales personnel that are incremental costs from the acquisition of customer contracts. These costs are recorded as deferred contract acquisition costs in the consolidated balance sheets. We determine whether costs should be deferred based on our sales compensation plans and if the commissions are incremental and would not have occurred absent the customer contract. Sales commissions paid upon the initial acquisition of a customer contract are amortized over an estimated period of benefit of three years , which is typically greater than the contractual terms of the customer contracts. We do not pay sales commissions upon contract renewal. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. We determine the period of benefit for commissions paid for the acquisition of the initial customer contract by taking into consideration the initial estimated customer life and the technological life of our unified communications platform and related significant features. Amortization of deferred contract acquisition costs is included in sales and marketing expense in the consolidated statements of operations. We periodically review these deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented. 76 Table of Contents The following table represents a rollforward of deferred contract acquisition costs: Year Ended January 31, 2021 2020 (in thousands) Beginning balance $ 91,130 $ 55,516 Additions to deferred contract acquisition costs 307,068 72,715 Amortization of deferred contract acquisition costs ( 104,306 ) ( 37,101 ) Ending balance $ 293,892 $ 91,130 Deferred contract acquisition costs, current (to be amortized in next 12 months) $ 136,630 $ 44,885 Deferred contract acquisition costs, noncurrent 157,262 46,245 Total deferred contract acquisition costs $ 293,892 $ 91,130 3. Marketable Securities As of January 31, 2021 and 2020, our marketable securities consisted of the following: As of January 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Commercial paper $ 26,222 $ — $ — $ 26,222 Agency bonds 461,335 79 ( 49 ) 461,365 Corporate and other debt securities 465,207 1,113 ( 64 ) 466,256 U.S. government agency securities 834,894 28 ( 257 ) 834,665 Treasury bills 215,902 6 ( 6 ) 215,902 Marketable securities $ 2,003,560 $ 1,226 $ ( 376 ) $ 2,004,410 As of January 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Commercial paper $ 37,894 $ — $ — $ 37,894 Agency bonds 141,157 49 ( 43 ) 141,163 Corporate and other debt securities 320,407 775 ( 16 ) 321,166 U.S. government agency securities 71,794 45 ( 2 ) 71,837 Marketable securities $ 571,252 $ 869 $ ( 61 ) $ 572,060 We review the individual securities that have unrealized losses on a regular basis to evaluate whether or not any security has experienced, or is expected to experience, credit losses resulting in the decline in fair value. We evaluate, among other factors, whether we have the intention to sell any of these marketable securities and whether it is more likely than not that we will be required to sell any of them before recovery of the amortized cost basis. We have not recorded an allowance for credit losses, as we believe any such losses would be immaterial based on the high-grade credit rating for each of our marketable securities as of the end of each fiscal year. There were no material realized gains or losses from available-for-sale securities that were reclassified out of accumulated other comprehensive income for the fiscal years ended January 31, 2021, 2020, and 2019. 77 Table of Contents The following table presents the contractual maturities of our marketable securities as of January 31, 2021 and 2020: As of January 31, 2021 2020 (in thousands) Less than one year $ 1,017,048 $ 315,900 Due in one to five years 987,362 256,160 Total $ 2,004,410 $ 572,060 4. Fair Value Measurements The following tables present information about our financial instruments that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: As of January 31, 2021 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 958,357 $ 958,357 $ — $ — Treasury bills 618,498 — 618,498 — Cash equivalents 1,576,855 958,357 618,498 — Commercial paper 26,222 — 26,222 — Agency bonds 461,365 — 461,365 — Corporate and other debt securities 466,256 — 466,256 — U.S. government agency securities 834,665 — 834,665 — Treasury bills 215,902 — 215,902 — Marketable securities 2,004,410 — 2,004,410 — Certificate of deposit included in prepaid expenses and other current assets 100 — 100 — Certificates of deposit included in other assets, noncurrent 2,238 — 2,238 — Convertible note included in other assets, noncurrent 5,130 — — 5,130 Total financial assets $ 3,588,733 $ 958,357 $ 2,625,246 $ 5,130 As of January 31, 2020 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 96,486 $ 96,486 $ — $ — Commercial paper 4,994 — 4,994 — Agency bonds 9,999 — 9,999 — Cash equivalents 111,479 96,486 14,993 — Commercial paper 37,894 — 37,894 — Agency bonds 141,163 — 141,163 — Corporate and other debt securities 321,166 — 321,166 — U.S. government agency securities 71,837 — 71,837 — Marketable securities 572,060 — 572,060 — Certificate of deposit included in prepaid expenses and other current assets 100 — 100 — Certificates of deposit included in other assets, noncurrent 2,301 — 2,301 — Total financial assets $ 685,940 $ 96,486 $ 589,454 $ — 78 Table of Contents We classify our highly liquid money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. We classify our commercial paper, agency bonds, corporate and other debt securities, U.S. government agency securities, treasury bills, and certificates of deposit within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security, which may not be actively traded. We classify the convertible note as Level 3 due to the lack of relevant observable market data over fair value inputs, such as the probability weighting of the various scenarios that can impact settlement of the arrangement. We hold a non-marketable equity investment in a private company in the business of designing and developing video communications hardware. We do not have a controlling financial interest in the investee nor the ability to exercise significant influence over the operating and financial policies of the investee. We have elected to measure this investment, which does not have a readily determinable fair value, at its cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer (i.e., using the measurement alternative). As of January 31, 2021 and 2020, the carrying amount of the equity investment was $ 13.5 million and $ 3.0 million, respectively. We classify the equity investment as Level 3 within the fair value hierarchy only if an impairment or observable adjustment is recognized during the period, as it is based on an observable transaction price at the transaction date and other unobservable inputs, such as volatility. 5. Business Combinations On May 7, 2020, we acquired 100 % of the issued and outstanding share capital of Keybase, Inc. (“Keybase”), a secure messaging and file-sharing company, for purchase consideration of $ 42.9 million in cash. The acquisition helps us strengthen the security of our video communications platform by providing end-to-end encryption expertise. The acquisition has been accounted for as a business combination. In allocating the purchase consideration, $ 24.3 million was attributed to goodwill, $ 3.3 million to intangible assets, and $ 15.3 million to other net assets acquired primarily consisting of cash and cash equivalents of $ 16.4 million. The goodwill amount represents synergies related to our existing products expected to be realized from the acquisition and assembled workforce. The associated goodwill is not deductible for tax purposes. Acquired intangible assets consisted of developed technology with an estimated useful life of five years . The developed technology had a remaining useful life of 4.3 years as of January 31, 2021, and is amortized using the straight-line method over its estimated useful life. Not included in the purchase consideration, we also entered into holdback agreements with certain employees for $ 20.0 million in cash payments, which are subject to such employees’ continued service with us. The holdback amount of $ 20.0 million will be treated as compensation for research and development over the required service period ranging from one to three years . Transaction costs incurred in connection with the acquisition were immaterial. The results of operations of Keybase have been included in our consolidated financial statements from the date of the acquisition. Pro forma and historical results of operations of Keybase have not been presented, as the results do not have a material effect on any of the periods presented in our consolidated statements of operations. 79 Table of Contents 6. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: As of January 31, 2021 2020 (in thousands) Prepaid expenses 60,702 22,320 Restricted cash from international employee stock sales 50,475 48,547 Other 5,642 4,141 Prepaid expenses and other current assets $ 116,819 $ 75,008 Property and Equipment, Net Property and equipment consisted of the following: As of January 31, 2021 2020 (in thousands) Computer and office equipment $ 137,445 $ 51,375 Software 36,216 10,855 Leasehold improvements 23,593 18,215 Furniture and fixtures 4,625 3,949 Property and equipment, gross 201,879 84,394 Less: accumulated depreciation and amortization ( 51,955 ) ( 27,256 ) Property and equipment, net $ 149,924 $ 57,138 Depreciation and amortization expense was $ 28.4 million, $ 16.4 million, and $ 7.0 million for the fiscal years ended January 31, 2021, 2020, and 2019, respectively. 80 Table of Contents Other Assets, Noncurrent Other assets, noncurrent consisted of the following: As of January 31, 2021 2020 (in thousands) Accounts receivable, noncurrent $ 28,008 $ 9,011 Equity investment 13,538 3,000 Prepaid expense, noncurrent 12,386 2,945 Indefinite-lived intangible assets 8,002 2,159 Convertible note 5,130 — Intangible assets subject to amortization, net 2,814 — Other 6,075 5,217 Other assets, noncurrent $ 75,953 $ 22,332 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: As of January 31, 2021 2020 (in thousands) Accrued expenses $ 157,167 $ 17,475 Accrued compensation and benefits 118,640 36,732 Proceeds from employee equity transactions to be remitted to employees and tax authorities 54,174 49,287 Sales and other tax liabilities 27,453 3,774 Customer deposit liabilities 13,050 3,414 Operating lease liabilities, current 15,601 7,675 Other 6,933 4,335 Accrued expenses and other current liabilities $ 393,018 $ 122,692 Other Liabilities, Noncurrent Other liabilities, noncurrent consisted of the following: As of January 31, 2021 2020 (in thousands) Sales and other tax liabilities $ 58,133 $ 33,957 Other 3,501 2,329 Other liabilities, noncurrent $ 61,634 $ 36,286 7. Operating Leases We have entered into various operating lease agreements for office space, with remaining contractual periods of up to 9 years. We also enter into equipment operating lease agreements related to our HaaS offering. As a practical expedient, we account for HaaS with customers as a combined performance obligation with the right to access our unified communications platform under ASC 606, Revenue from Contracts with Customers . HaaS was immaterial to our consolidated financial statements. Many of our leases contain one or more options to extend. As leases approach maturity, we consider various factors such as market conditions and the terms of any renewal options that may exist to determine whether we are reasonably certain to exercise the options to extend the lease. Operating lease expense for the fiscal years ended January 31, 2021 and 2020 was $ 14.5 million and $ 9.7 million , respectively, excluding short-term lease costs, variable lease costs, and sublease income, each of which was immaterial for the fiscal years ended January 31, 2021 and 2020 . Rent expense was $ 7.2 million for the fiscal year ended January 31, 2019, u nder Topic 840. 81 Table of Contents Supplemental balance sheet information related to operating leases was as follows: As of January 31, 2021 2020 (in thousands) Reported as: Assets: Operating lease right-of-use assets $ 97,649 $ 68,608 Liabilities: Accrued expenses and other current liabilities $ 15,601 $ 7,675 Operating lease liabilities, noncurrent 90,415 64,792 Total operating lease liabilities $ 106,016 $ 72,467 Weighted average remaining lease term 6.1 years 7.5 years Weighted average discount rate 4.5 % 5.1 % Supplemental cash flow and other information related to operating leases was as follows: Year Ended January 31, 2021 2020 (in thousands) Cash payments included in the measurement of our operating lease liabilities $ 13,717 $ 9,774 Operating lease right-of-use assets recognized in exchange for new operating lease obligations $ 39,918 $ 34,993 As of January 31, 2021, the future minimum lease payments included in the measurement of our operating lease liabilities are as follows: As of January 31, 2021 (in thousands) Year Ending January 31, 2022 $ 19,949 2023 21,313 2024 20,310 2025 20,216 2026 15,384 Thereafter 24,808 Total operating lease payments $ 121,980 Less: imputed interest ( 15,964 ) Total operating lease liabilities $ 106,016 8. Commitments and Contingencies Non-cancelable Purchase Obligations In the normal course of business, we enter into non-cancelable purchase commitments with various parties to purchase primarily software-based services. As of January 31, 2021, we had outstanding non-cancelable purchase obligations with a term of 12 months or longer of $ 498.6 million. License Agreement In May 2020, we entered into a license agreement with MPEGLA to obtain the rights for future use of licensed intellectual property in exchange for periodic royalty payments. In connection with the license agreement, we made an initial 82 Table of Contents royalty payment of $ 9.8 million to use the technology until December 31, 2020 and we made an additional payment of $ 9.8 million in the fourth quarter of fiscal year 2021 to use the technology until December 31, 2021. Both payments were amortized in cost of revenue on a straight-line basis in our consolidated statements of operations. For the fiscal year ended January 31, 2021, we recorded $ 10.6 million of such costs. In addition, we made a one-time payment of $ 9.8 million for past use, which was recorded in general and administrative expenses in our consolidated statements of operations for the fiscal year ended January 31, 2021. Indemnifications and Contingency Our agreements with certain larger customers include certain provisions for indemnifying customers against liabilities if our services infringe a third party’s intellectual property rights. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances that may be involved in each particular agreement. To date, we have not incurred any material costs as a result of such provisions and have not accrued any liabilities related to such obligations in our consolidated financial statements. In addition, we have indemnification agreements with our directors and our executive officers that require us, among other things, to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of those 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 us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. We maintain director and officer insurance coverage that may enable us to recover a portion of any future indemnification amounts paid. To date, there have been no claims under any of our directors’ and executive officers’ indemnification provisions. Sales and Other Tax Liabilities We conduct operations in many tax jurisdictions. In many jurisdictions, non-income-based taxes, such as sales and use tax and other indirect taxes, are assessed on our operations. Although we are diligent in collecting and remitting such taxes, there is uncertainty as to what constitutes sufficient presence for a jurisdiction to levy taxes, fees, and surcharges for sales made over the Internet. As of January 31, 2021 and 2020, we recorded sales and other tax liabilities of $ 85.6 million and $ 37.7 million, respectively, of which $ 27.5 million and $ 3.7 million are included in accrued expenses and other current liabilities, respectively, and $ 58.1 million and $ 34.0 million are included in other liabilities, noncurrent, respectively, in our consolidated balance sheets, based on our best estimate of the probable liability for the loss contingency incurred as of those dates. Our estimate of a probable outcome under the loss contingency is based on analysis of our sales and marketing activities, revenue subject to sales tax, and applicable regulations in applicable jurisdictions in each period. No significant adjustments to the sales and other tax liabilities have been recognized in the accompanying consolidated financial statements for changes to the assumptions underlying the estimate; however, changes in our assumptions may occur in the future as we obtain new information, which can result in adjustments to the recorded liability. Other Contingencies Our platform and associated products are subject to various restrictions under U.S. export control and sanctions laws and regulations, including the U.S. Department of Commerce’s EAR and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls (“OFAC”). The U.S. export control laws and U.S. economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products and services to U.S. embargoed or sanctioned countries, governments, persons, and entities, and also require authorization for the export of certain encryption items. In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements and have enacted or could enact laws that could limit our ability to distribute our platform or could limit our hosts’ ability to implement our platform in those countries. Although we take precautions to prevent our platform and associated products from being accessed or used in violation of such laws, we have inadvertently allowed our platform and associated products to be accessed or used by some customers in apparent violation of U.S. economic sanction laws. In addition, we may have inadvertently made our software products available to some customers, including users in embargoed or sanctioned countries, in apparent violation of the EAR. As a result, we have submitted initial and final voluntary self-disclosures concerning potential violations of U.S. sanctions and export control laws and regulations to the OFAC and the U.S. Department of Commerce’s BIS. In June 2019, OFAC and BIS issued us warning letters as their final enforcement responses to these potential violations, but no fines or penalties were assessed. If we are found to be in violation of U.S. economic sanctions or export control laws in the future, it could result in fines and penalties. In June 2020 we received a grand jury subpoena from the Department of Justice’s U.S. Attorney’s Office for Eastern District of New York “EDNY”), which requested information regarding our interactions with foreign governments and foreign 83 Table of Contents political parties, including the Chinese government, as well as information regarding storage of and access to user data, the development and implementation of Zoom’s privacy policies, and the actions we took relating to the Tiananmen commemorations on Zoom. In July 2020, we received subpoenas from the Department of Justice’s U.S. Attorney’s Office for the Northern District of California (“NDCA”) and the SEC. Both subpoenas seek documents and information relating to various security, data protection and privacy matters, including our encryption, and our statements relating thereto, as well as calculation of usage metrics and related public statements. In addition, the NDCA subpoena seeks information relating to any contacts between our employees and representatives of the Chinese government, and any attempted or successful influence by any foreign government in our policies, procedures, practices, and actions as they relate to users in the United States. We have since received additional subpoenas from EDNY and NDCA seeking related information. We are fully cooperating with all of these investigations and have been conducting our own thorough internal investigation. These investigations are ongoing, and we do not know when they will be completed, which facts we will ultimately discover as a result of the investigations, or what actions the government may or may not take. We cannot predict the outcome of these investigations, and a negative outcome in any or all of these matters could cause us to incur substantial fines, penalties, or other financial exposure. Legal Proceedings Beginning on March 30, 2020, multiple putative class actions have been filed against us in various U.S. federal district courts and state courts relating to our alleged privacy and security practices, including alleged data sharing with third parties (the “U.S. Privacy Class Actions”). We have also been sued under the DC private attorney general statute on behalf of members of the general public. The plaintiffs claim violations of a variety of state consumer protection and privacy laws, and also assert state constitutional and common law claims such as negligence and unjust enrichment. The U.S. Privacy Class Actions seek to certify both nationwide and state-specific classes of individuals using our services in certain time periods. The plaintiffs seek various forms of injunctive and monetary relief, including restitution, statutory and actual damages, punitive damages, and attorneys’ fees. The federal cases have been transferred to and consolidated in the Northern District of California with our consent; lead plaintiffs’ counsel have been appointed; and plaintiffs filed their first amended consolidated class action complaint on October 28, 2020. We filed a motion to dismiss the first amended consolidated class action complaint on December 2, 2020, which is pending ruling by the court, and the parties are presently engaged in discovery, with plaintiffs’ motion for class certification due on June 25, 2021. On April 7, 2020, and April 8, 2020, securities class action complaints were filed against us and two of our officers in the United States District Court for the Northern District of California. The plaintiffs are purported stockholders of the Company. The complaints allege, among other things, that we violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 by making false and misleading statements and omissions of material fact about our data privacy and security measures. The complaints seek unspecified damages, interest, fees, and costs. On May 18, 2020, the actions were consolidated. On November 4, 2020, the court appointed a lead plaintiff. On December 23, 2020, the lead plaintiff filed a consolidated complaint. The response to the complaint is currently stayed while the court considers a motion for reconsideration regarding its lead plaintiff appointment. On June 11, 2020 and July 30, 2020, purported shareholder derivative complaints were filed in the United States District Court for the District of Delaware. The first complaint names as defendants nine of our officers and directors and the second complaint names eight of our officers and directors. The lawsuits assert state and federal claims and are based on the same alleged misstatements as the shareholder class action complaint. The lawsuits accuse our board of directors of failing to exercise reasonable and prudent supervision over our management, policies, practices, and internal controls. The plaintiffs seek unspecified monetary damages on behalf of us as well as governance reforms. On September 25, 2020, the derivative cases were consolidated. The consolidated case is stayed pending resolution of a forthcoming motion to dismiss the securities class action. We believe these lawsuits are without merit, and we are vigorously defending ourselves against them. Given the uncertainty of litigation, the preliminary stage of the cases, and the legal standards that must be met for, among other things, class certification and success on the merits, we cannot estimate the reasonably possible loss or range of loss that may result from these actions. In September 2019, the FTC issued a CID to us requiring us to produce certain documents and materials and to answer certain interrogatories relating to our privacy and security representations and practices. Since then, we have fully cooperated with the investigation. In October 2020, we reached a proposed settlement agreement with the FTC staff, which would resolve the FTC’s allegations that certain of our statements and practices about our security constituted deceptive and unfair acts or practices in violation of the FTC Act. On November 10, 2020, the FTC Commissioners voted to approve the settlement and, on November 13, 2020, the FTC published the settlement in the Federal Register for a 30-day public comment period, which ended on December 13, 2020. On January 19, 2021, the FTC voted to finalize the settlement. Under the terms of the settlement, we neither admit nor deny the FTC’s allegations, and the FTC does not impose any fine or penalty upon us. We are required to implement certain injunctive provisions, including, among other things, refraining from making any misrepresentations 84 Table of Contents regarding the privacy and security of our services or how we collect, maintain, use, delete, disclose, allow access to, and protect user information. It also requires us to implement a detailed information security program and obtain third-party security assessments periodically. We do not expect the settlement to have a material impact on our financial results. We will cooperate with the FTC’s requirements and work to ensure compliance. Any failure to comply with the settlement may increase the possibility of additional adverse consequences, including litigation, additional regulatory actions, injunctions, or monetary penalties, or require further changes to our business practices, significant management time, or the diversion of significant operational resources, all of which could result in a material loss or otherwise harm our business. In addition, from time to time, we are involved in various other legal proceedings arising from the normal course of business activities. We are not presently a party to any other such litigation the outcome of which, we believe, if determined adversely to us, would individually, or taken together, have a material adverse effect on our business, operating results, cash flows, or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. We may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. 9. Convertible Preferred Stock, Stockholders’ Equity (Deficit), and Equity Incentive Plans Convertible Preferred Stock Upon completion of the IPO in April 2019, all shares of convertible preferred stock outstanding, totaling 152,665,804 shares, were automatically converted into an equivalent number of shares of Class B common stock on a one-to-one basis and their carrying value of $ 159.6 million was reclassified into stockholders’ equity. As of January 31, 2021 and 2020, there were no shares of convertible preferred stock issued and outstanding. In connection with the IPO, our amended and restated certificate of incorporation became effective, which authorized the issuance of 200,000,000 shares of undesignated preferred stock with a par value of $ 0.001 with rights and preferences, including voting rights, designated from time to time by our board of directors. Dual-Class Common Stock Structure In November 2018, we implemented a dual class common stock structure pursuant to which all the then-outstanding shares of our common stock were reclassified as Class B common stock and a new class of Class A common stock was authorized. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to 10 votes per share. The Class A and Class B common stock have the same dividend and liquidation rights. Each share of Class B common stock will automatically convert into one share of Class A common stock upon (a) any transfer of such share, except for certain permitted transfers described in our amended and restated certificate of incorporation and (b) the death of the holder of such share. In addition, each share of Class B common stock will be automatically converted into one share of Class A common stock upon the earliest of (a) the date that is six months following the death or incapacity of Eric S. Yuan (our CEO), (b) the date that is six months following the date that Mr. Yuan is no longer providing services to us or his employment is terminated for cause, (c) the date specified by the holders of a majority of the then-outstanding shares of convertible preferred stock, voting together on an as-converted basis, and the holders of a majority of the then-outstanding shares of Class B common stock, voting as a separate class, and (d) the 15 -year anniversary of the closing of our IPO. In connection with the implementation of the dual-class common stock structure, each then-outstanding share of our convertible preferred stock became convertible into one share of Class B common stock, and all outstanding options to purchase shares of common stock became options to purchase an equivalent number of shares of Class B common stock. Upon the effectiveness of the amended and restated certificate of incorporation in November 2018, the number of shares of common stock that is authorized to be issued consisted of 320,000,000 shares of Class A common stock, $ 0.001 par value per share and 300,000,000 shares of Class B common stock, $ 0.001 par value per share. Class A and Class B common stock are collectively referred to as “common stock” throughout the notes to the consolidated financial statements, unless otherwise noted. Equity Financing On April 23, 2019, we completed our IPO, in which we issued and sold 9,911,434 shares of our Class A common stock at $ 36.00 per share. On April 18, 2019, the underwriters exercised their option to purchase an additional 3,130,435 shares of our Class A common stock at $ 36.00 per share. We received aggregate proceeds of $ 447.9 million, net of underwriters’ discounts and commissions. In connection with the IPO: • all of the shares of convertible preferred stock outstanding automatically converted into an aggregate of 152,665,804 shares of Class B common stock; 85 Table of Contents • outstanding convertible promissory notes and accrued interest automatically converted into 426,223 shares of Class A common stock based on the IPO price of $ 36.00 per share; and • Salesforce Ventures LLC purchased 2,777,777 shares of Class A common stock from us at $ 36.00 per share in a concurrent private placement. We received aggregate proceeds of $ 100.0 million and did not pay any underwriting discounts or commissions with respect to the shares of Class A common stock that were sold in this private placement. Deferred offering costs consist primarily of accounting, legal, and other fees related to our IPO. Prior to the IPO, all deferred offering costs were capitalized in other assets, noncurrent in the consolidated balance sheets. After the IPO, $ 6.4 million of deferred offering costs were reclassified into stockholders’ equity (deficit) as a reduction of the IPO proceeds in the consolidated balance sheets. We capitalized $ 2.4 million of deferred offering costs within other assets, noncurrent in the consolidated balance sheet as of January 31, 2019, which were reclassified into additional paid-in capital upon the completion of the IPO. On January 15, 2021, we completed our follow-on public offering, in which we issued and sold 5,882,353 shares of our Class A common stock, including 735,294 shares pursuant to the full exercise of the underwriter's option to purchase additional shares, at $ 340.00 per share. We received aggregate proceeds of $ 1,980.0 million, net of underwriters’ discounts and commissions. The other related offering costs were immaterial. Common Stock Upon the completion of the IPO in April 2019, our amended and restated certificate of incorporation became effective, which also authorized the issuance of 2,000,000,000 shares of Class A common stock, $ 0.001 par value per share and 300,000,000 shares of Class B common stock, $ 0.001 par value per share. We have the following shares of Class A common stock reserved for future issuance: As of January 31, 2021 2020 Stock options outstanding 9,239,504 16,833,009 RSUs outstanding 4,510,730 1,964,668 ESPP purchase rights outstanding 724,883 1,323,662 Remaining shares available for future issuance under the 2011 and 2019 plan 44,584,783 33,604,587 Remaining shares available for future issuance under the ESPP 9,648,574 7,186,070 Total shares of Class A common stock reserved 68,708,474 60,911,996 Equity Incentive Plans In 2011, we adopted the 2011 Global Share Plan (“2011 Plan”), under which officers, employees, and consultants were granted various forms of equity incentive compensation at the discretion of the board of directors, including stock options and restricted stock awards. In connection with the IPO, the shares of Class B common stock remaining available for issuance under the 2011 Plan became available for issuance for a corresponding number of shares of our Class A common stock under the 2019 Equity Incentive Plan (“2019 Plan”), which is a successor to and continuation of our 2011 Plan. In April 2019, we adopted the 2019 Plan, which became effective in connection with our IPO. Our 2019 Plan provides for the grant of stock options, stock appreciation rights, RSAs, RSU awards, performance awards, and other forms of awards. The maximum number of shares of our Class A common stock that may be issued under our 2019 Plan will not exceed 58,300,889 shares of our Class A common stock, which is the sum of (1) 34,000,000 new shares, plus (2) an additional number of shares not to exceed 24,300,889 , consisting of (A) shares that remain available for the issuance of awards under our 2011 Plan as of immediately prior to the time our 2019 Plan becomes effective and (B) shares of Class B common stock subject to outstanding stock options or other stock awards granted under our 2011 Plan that, on or after the 2019 Plan became effective, terminate, or expire prior to exercise or settlement; are not issued because the award is settled in cash; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. In addition, the number of shares of our Class A common stock reserved for issuance under our 2019 Plan automatically increases on February 1 of each calendar year, starting on February 1, 2020 through February 1, 2029, in an amount equal to (i) 5 % of the total number of shares of our common stock (both Class A and Class B) outstanding on January 31 of the fiscal year before the date of each automatic increase or (ii) a lesser number of shares determined by our board of directors prior to the applicable February 1. 86 Table of Contents Stock Options A summary of stock option activity under our equity incentive plan and related information is as follows: Stock Options Outstanding Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands, except share, life and per share data) Balance as of January 31, 2020 16,833,009 $ 5.73 7.6 $ 1,191,881 Granted — $ — Exercised ( 7,378,477 ) $ 3.87 $ 1,786,657 Canceled/forfeited/expired ( 215,028 ) $ 8.05 Balance as of January 31, 2021 9,239,504 $ 7.17 7.0 $ 3,371,457 Vested and exercisable as of January 31, 2021 4,641,908 $ 3.98 6.6 $ 1,708,663 There were no options granted for the fiscal year ended January 31, 2021. The weighted-average grant date fair value of options granted to employees during the fiscal years ended January 31, 2020 and 2019 was $ 25.17 and $ 6.28 , respectively. The intrinsic value of the options exercised, which represents the difference between the fair market value of our common stock on the date of exercise and the exercise price of each option, was $ 1,786.7 million, $ 767.3 million, and $ 60.8 million during the fiscal years ended January 31, 2021, 2020, and 2019, respectively. As of January 31, 2021, unrecognized stock-based compensation expense related to outstanding unvested stock options was $ 46.7 million, which is expected to be recognized over a weighted-average period of 1.4 years. The Black-Scholes assumptions used to value the employee options at the grant dates are as follows: Year ended January 31, 2020 2019 Expected term (years) 5.0 - 6.1 5.0 - 6.2 Expected volatility 49.9 % - 53.2 % 44.6 % - 48.2 % Risk-free interest rate 1.6 % - 2.5 % 2.6 % - 3.1 % Expected dividend yield — — These assumptions and estimates were determined as follows: • Fair Value of Common Stock. Prior to our IPO, the fair value was determined by our board of directors, with input from management and valuation reports prepared by third-party valuation specialists. Stock-based compensation for financial reporting purposes is measured based on updated estimates of fair value when appropriate, such as when additional relevant information related to the estimate becomes available in a valuation report issued as of a subsequent date. After our initial public offering, the fair value of each share of underlying common stock was based on the closing price of our Class A common stock as reported on the date of the grant. • Risk-Free Interest Rate. The risk-free interest rate for the expected term of the options was based on the U.S. Treasury yield curve in effect at the time of the grant. • Expected Term. The expected term of options represents the period of time that options are expected to be outstanding. Our historical stock option exercise experience does not provide a reasonable basis upon which to estimate an expected term due to a lack of sufficient data. For stock options granted to employees, we estimate the expected term by using the simplified method. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the stock options. For stock options granted to nonemployees, the expected term equals the contractual term of the stock option. • Expected Volatility. As we have a short trading history for our common stock, the expected volatility was estimated by taking the average historic price volatility for industry peers, consisting of several public companies in our industry that are similar in size, stage of life cycle, or financial leverage, over a period equivalent to the expected term of the awards. • Expected Dividend Yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used. 87 Table of Contents Restricted Stock Units A summary of RSU activity under our equity incentive plan and related information is as follows: RSUs Unvested RSUs Weighted-Average Grant Date Fair Value Per Share Unvested as of January 31, 2020 1,964,668 $ 79.11 Granted 3,351,979 $ 241.32 Vested ( 625,163 ) $ 86.29 Canceled/forfeited ( 180,754 ) $ 181.18 Unvested as of January 31, 2021 4,510,730 $ 194.57 As of January 31, 2021, unrecognized stock-based compensation expense related to outstanding unvested RSUs was $ 734.6 million, which is expected to be recognized over a weighted-average period of 2.7 years. 2019 Employee Stock Purchase Plan In April 2019, we adopted the 2019 ESPP, which became effective in connection with the IPO. A total of 9,000,000 shares of our Class A common stock were initially reserved for issuance under the ESPP. The number of shares of our Class A common stock reserved for issuance automatically increases on February 1 of each calendar year, beginning on February 1, 2020 through February 1, 2029, by the lesser of (1) 1 % of the total number of shares of our common stock (both Class A and Class B) outstanding on the last day of the fiscal year before the date of the automatic increase, and (2) 7,500,000 shares; provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Under our current ESPP, Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per share equal to the lesser of (1) 85 % of the fair market value of a share of our Class A common stock on the first date of an offering or (2) 85 % of the fair market value of a share of our Class A common stock on the date of purchase. No employee may purchase shares under the ESPP at a rate in excess of $ 25,000 worth of our Class A common stock based on the fair market value per share of our Class A common stock at the beginning of an offering for each calendar year such purchase right is outstanding or 3,000 shares. The 2019 ESPP provides for, at maximum, 27 months offering periods with four offering dates, generally in June and December of each year. The first offering period began on April 18, 2019. During the fiscal years ended January 31, 2021 and 2020, 923,553 and 490,268 shares, respectively, of our Class A common stock were purchased under the ESPP. As of January 31, 2021, unrecognized stock-based compensation expense related to the ESPP was $ 31.9 million, which is expected to be recognized over a weighted-average period of 0.4 years. We estimated the fair value of ESPP purchase rights using a Black-Scholes option-pricing model with the following assumptions: Year ended January 31, 2021 2020 Expected term (years) 0.5 - 2.1 0.5 - 2.1 Expected volatility 40.3 % - 75.0 % 40.3 % - 56.2 % Risk-free interest rate 0.1 % - 2.5 % 1.5 % - 2.5 % Expected dividend yield — — Shares Reserved for Charitable Donations During fiscal year 2020, our board of directors approved the issuance of 500,000 shares of Class A common stock for the sole purpose of being transferred to nonprofit organizations. As of January 31, 2021, 94,844 shares of Class A common stock have been transferred to a donor advised fund through an unaffiliated nonprofit organization. We recorded a non-cash charge of 88 Table of Contents $ 23.3 million for the fair value of the donated shares, which was recorded in general and administrative expense in the consolidated statements of operations for the fiscal year ended January 31, 2021. Stock-Based Compensation The stock-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Cost of revenue $ 34,960 $ 7,860 $ 1,119 Research and development 50,161 11,645 1,369 Sales and marketing 146,377 41,465 3,540 General and administrative 44,320 12,139 2,913 Total stock-based compensation expense $ 275,818 $ 73,109 $ 8,941 10. Income Taxes The components of the net income before the provision for income taxes were as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Domestic $ 663,909 $ 16,268 $ ( 204 ) Foreign 14,125 10,094 8,553 Total $ 678,034 $ 26,362 $ 8,349 The provision for income taxes was as follows: Year Ended January 31, 2021 2020 2019 (in thousands) Current: Federal $ — $ — $ — State 1,023 14 80 Foreign 3,933 2,226 685 Total current income tax expense 4,956 2,240 765 Deferred: Federal 689 — — State 248 — — Foreign ( 175 ) ( 1,183 ) — Total deferred income tax expense 762 ( 1,183 ) — Total provision for income taxes $ 5,718 $ 1,057 $ 765 The provision for income taxes differs from the amount computed by applying the statutory federal tax rate as follows: 89 Table of Contents Year Ended January 31, 2021 2020 2019 (in thousands) Tax at federal statutory rate $ 142,387 $ 5,536 $ 1,764 State taxes 636 14 67 Foreign rate differential 89 ( 2,096 ) ( 1,627 ) Stock-based compensation ( 302,362 ) ( 32,070 ) 1,662 Permanent items 2,228 1,009 809 Research and development credits ( 3,170 ) ( 2,808 ) ( 289 ) Tax uncertainties ( 607 ) 1,019 515 Change in valuation allowance 165,869 30,932 ( 1,438 ) Other 648 ( 479 ) ( 698 ) Total $ 5,718 $ 1,057 $ 765 Effective tax rate 0.8 % 4.0 % 9.2 % Deferred income taxes result from differences in the recognition of amounts for tax and financial reporting purposes, as well as operating loss and tax credit carryforwards. Significant components of our deferred income tax assets as of January 31, 2021 and 2020 are as follows: As of January 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 341,487 $ 37,507 Research and development credit carryforwards 12,191 5,701 Stock-based compensation 37,255 4,145 Accruals and reserves 29,195 11,586 Deferred revenue 6,565 5,234 Operating lease liabilities 27,842 17,716 Total deferred tax assets 454,535 81,889 Valuation allowance ( 335,051 ) ( 36,353 ) Total deferred tax assets net of valuation allowance 119,484 45,536 Deferred tax liabilities: Property and equipment and intangible assets ( 17,229 ) ( 6,744 ) Deferred contract acquisition costs ( 76,593 ) ( 21,156 ) Operating right-of-use assets ( 25,550 ) ( 16,453 ) Total deferred tax liabilities ( 119,372 ) ( 44,353 ) Net deferred tax assets $ 112 $ 1,183 We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Management believes it is more likely than not that some deferred tax assets will not be realized. Accordingly, a valuation allowance has been recorded on U.S. and U.K. deferred tax assets as of January 31, 2021 and 2020. The valuation allowance increased $ 298.7 million and $ 35.5 million during the fiscal years ended January 31, 2021 and 2020, respectively, and was primarily attributable to net operating losses generated as a result of stock-based compensation windfall benefits. The valuation allowance decreased $ 2.3 million during the fiscal year ended January 31, 2019 and was primarily attributable to deferred tax liabilities generated from the capitalization of commissions for GAAP purposes. 90 Table of Contents We intend to continue maintaining a full valuation allowance on our deferred tax assets in the U.S. and U.K. until there is sufficient evidence to support the reversal of all or some portion of these allowances. In our valuation allowance evaluation, we give more weight to evidence that can be objectively verified than to evidence that cannot be objectively verified. Our consideration of the evidence requires management to make a number of significant judgments, estimates, and assumptions about highly complex and inherently uncertain matters. Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that in the foreseeable future, sufficient positive evidence may become available that results in a conclusion that a portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability (pretax income adjusted for permanent differences) that we are able to actually achieve. As of January 31, 2021, we had net operating loss carryforwards of approximately $ 1,264.3 million for federal income tax purposes, a small portion of which will begin to expire in 2032 if unused. We had net operating loss carryforwards of approximately $ 797.0 million for state income tax purposes, which will begin to expire in the year 2027 if unused. We also had certain foreign net operating loss carryforwards of $ 34.1 million, which have an indefinite life. As of January 31, 2021, we also had research and development credit carryforwards of approximately $ 13.6 million for federal income tax and $ 11.4 million for state income tax purposes. The federal research and development tax credit will begin to expire in 2036 if unused. State research and development tax credits carry forward indefinitely. The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986 and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. We have completed a Section 382 review and determined that none of our operating losses will expire solely due to Section 382 limitation(s). We indefinitely reinvest earnings from our foreign subsidiaries and therefore no deferred tax liability has been recognized on the basis difference created by such earnings. We have not provided foreign withholding taxes for any undistributed earnings of our foreign subsidiaries. A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows: Unrecognized Tax Benefits (in thousands) Balance - January 31, 2018 $ 1,976 Increases related to current year’s tax positions 802 Balance - January 31, 2019 2,778 Increases related to current year’s tax positions 5,328 Balance - January 31, 2020 8,106 Increases related to current year’s tax positions 6,001 Increases related to prior year’s tax positions 314 Current year acquisitions 885 Lapse of statute of limitations ( 422 ) Balance - January 31, 2021 $ 14,884 Included in the balance of unrecognized tax benefits as of January 31, 2021, 2020, and 2019, are $ 2.0 million, $ 2.0 million, and $ 1.0 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. We recognize interest and penalties related to unrecognized tax benefits as income tax expense. During the fiscal year ended January 31, 2021, we recognized interest and penalties of $ 0.1 million, and had a cumulative liability of $ 0.2 million as of January 31, 2021. During the fiscal year ended January 31, 2020, we recognized interest and penalties of $ 0.3 million, and had a cumulative liability of $ 0.3 million as of January 31, 2020. During the fiscal year ended January 31, 2019, we recognized no interest and penalties. We file income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign jurisdictions. As of January 31, 2021, all of the years remain open to examination by the federal and state tax authorities, for three or four years from the tax year in which net operating losses or tax credits are utilized. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. Although the timing of the resolution, settlement, and closure of audits is not certain, we do not believe it is reasonably possible that our unrecognized tax benefits will materially change in the next 12 months. 91 Table of Contents On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act was passed into law. On December 27, 2020, the Consolidated Appropriations Act (2021) was passed into law. Both amended portions of relevant tax law and did not have a significant impact on the provision for income taxes for the fiscal year ended January 31, 2021. We will continue to monitor future guidance regarding these acts and other similar stimulus measures to determine any future impacts. 11. Net Income Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders for the periods presented: Year Ended January 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Numerator: (in thousands, except share and per share data) Net income $ 432,968 $ 239,348 $ 5,450 $ 19,855 $ — $ 7,584 Less: undistributed earnings attributable to participating securities — ( 789 ) — ( 3,555 ) — ( 7,584 ) Net income attributable to common stockholders, basic $ 432,968 $ 238,559 $ 5,450 $ 16,300 $ — $ 0 Reallocation of net income attributable to common stockholders ( 14,321 ) 14,321 ( 439 ) 439 — 0 Net income attributable to common stockholders, diluted $ 418,647 $ 252,880 $ 5,011 $ 16,739 $ — $ 0 Denominator: Weighted-average shares used in computing net income per share attributable to common stockholders, basic 183,015,245 100,838,409 58,541,269 175,100,067 — 84,483,094 Weighted-average shares used in computing net income per share attributable to common stockholders, diluted 185,860,412 112,267,257 58,583,874 195,714,140 — 116,005,681 Net income per share attributable to common stockholders, basic $ 2.37 $ 2.37 $ 0.09 $ 0.09 $ — $ 0.00 Net income per share attributable to common stockholders, diluted $ 2.25 $ 2.25 $ 0.09 $ 0.09 $ — $ 0.00 The potential shares of common stock that were excluded from the computation of diluted net income per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows: Year Ended January 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Outstanding stock options 51,444 — 141,782 — — 3,541,878 Unvested RSUs 98,941 — 606,971 — — — Purchase rights committed under the ESPP 14,951 — 1,180,664 — — — Total 165,336 — 1,929,417 — — 3,541,878 The table above does not include 405,156 and 500,000 shares of issued Class A common stock held by us as of January 31, 2021 and 2020, respectively, that are reserved for the sole purpose of being transferred to nonprofit organizations. In October 2018, we entered into a strategic partnership with Dropbox, Inc. (“Dropbox”), a global collaboration platform company, which involves the development of technology enabling integrated workflows for users between our platform and the Dropbox platform, as well as a strategic partnership with Atlassian, Inc. (“Atlassian”), a collaboration software company, which involves the development of technology enabling integrated workflows for users between our platform and Atlassian’s Jira Ops and Jira Service Desk products. As of January 31, 2019, we had issued unsecured three-year convertible promissory notes in the principal amounts of $ 5.0 million and $ 10.0 million to Dropbox and Atlassian, respectively, which accrued simple interest at 2.75 % and 5.0 % per annum, respectively. The convertible promissory notes are contingently convertible (convertible upon completion of an IPO or a qualified financing event), and the conditions for the convertible feature were not satisfied as of January 31, 2019. For fiscal year ended January 31, 2019, we have excluded these potential dilutive shares from the calculation of diluted net income per share attributable to common stockholders. 92 Table of Contents 12. Selected Quarterly Financial Data (Unaudited) Selected summarized quarterly financial information for the fiscal years 2021 and 2020 is as follows: Three Months Ended January 31, 2021 October 31, 2020 July 31, 2020 April 30, 2020 January 31, 2020 October 31, 2019 July 31, 2019 April 30, 2019 (in thousands) Revenue $ 882,485 $ 777,196 $ 663,520 $ 328,167 $ 188,251 $ 166,593 $ 145,826 $ 121,988 Gross profit $ 615,201 $ 518,469 $ 471,249 $ 224,460 $ 155,704 $ 135,748 $ 117,926 $ 97,884 Income (loss) from operations $ 256,117 $ 192,242 $ 188,104 $ 23,385 $ 10,553 $ ( 1,679 ) $ 2,265 $ 1,557 Net income attributable to common stockholders $ 260,393 $ 198,440 $ 185,742 $ 27,036 $ 15,313 $ 2,207 $ 5,521 $ 198 Net income per share attributable to common stockholders: Basic $ 0.91 $ 0.70 $ 0.66 $ 0.10 $ 0.06 $ 0.01 $ 0.02 $ 0.00 Diluted $ 0.87 $ 0.66 $ 0.63 $ 0.09 $ 0.05 $ 0.01 $ 0.02 $ 0.00 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.