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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 10-Q
_______________________________________________
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2020
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from________to________
Commission File Number 001-38069
CLOUDERA, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware | 26-2922329 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
_______________________________________________
5470 Great America Parkway
Santa Clara, CA 95054
(650) 362-0488
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_______________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.00005 par value | CLDR | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| | | | | | | | | | | | | | |
Large accelerated filer | ☒
| | Accelerated filer | ☐ |
Non-accelerated filer | ☐
| | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act | ☐ |
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 30, 2020, there were 312,754,747 shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
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| | Page |
| Part I. Financial Information | |
Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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| Part II. Other Information | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
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Item 6. | | |
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| | | | | | | | | | | |
CLOUDERA, INC. |
Condensed Consolidated Balance Sheets |
(in thousands, except share data) |
|
| | | |
| October 31, 2020 | | January 31, 2020 |
| (unaudited) | | |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 96,114 | | | $ | 107,638 | |
Marketable securities | 298,711 | | | 253,361 | |
Accounts receivable, net | 172,424 | | | 249,971 | |
| | | |
Deferred costs | 44,922 | | | 54,776 | |
Prepaid expenses and other current assets | 28,502 | | | 42,155 | |
Total current assets | 640,673 | | | 707,901 | |
Property and equipment, net | 20,247 | | | 21,988 | |
Marketable securities, non-current | 169,324 | | | 122,193 | |
Intangible assets, net | 551,835 | | | 605,236 | |
Goodwill | 599,291 | | | 590,361 | |
Deferred costs, non-current | 30,365 | | | 35,260 | |
| | | |
Operating lease right-of-use assets | 187,469 | | | 204,642 | |
Other assets | 10,961 | | | 12,209 | |
TOTAL ASSETS | $ | 2,210,165 | | | $ | 2,299,790 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
Current liabilities: | | | |
Accounts payable | $ | 2,556 | | | $ | 3,858 | |
Accrued compensation | 56,029 | | | 61,826 | |
Other contract liabilities | 7,895 | | | 12,225 | |
Other accrued liabilities | 22,902 | | | 22,297 | |
Operating lease liabilities | 29,422 | | | 19,181 | |
Deferred revenue | 401,943 | | | 460,561 | |
Total current liabilities | 520,747 | | | 579,948 | |
Operating lease liabilities, non-current | 176,244 | | | 192,324 | |
Deferred revenue, non-current | 57,958 | | | 81,926 | |
| | | |
Other accrued liabilities, non-current | 5,683 | | | 7,223 | |
TOTAL LIABILITIES | 760,632 | | | 861,421 | |
| | | |
| | | |
STOCKHOLDERS’ EQUITY: | | | |
Preferred stock, $0.00005 par value; 20,000,000 shares authorized, no shares issued and outstanding as of October 31, 2020 and January 31, 2020 | — | | | — | |
Common stock $0.00005 par value; 1,200,000,000 shares authorized as of October 31, 2020 and January 31, 2020; 312,718,408 and 295,167,761 shares issued and outstanding as of October 31, 2020 and January 31, 2020, respectively | 16 | | | 15 | |
Additional paid-in capital | 3,044,290 | | | 2,923,905 | |
Accumulated other comprehensive (loss) income | (195) | | | 273 | |
Accumulated deficit | (1,594,578) | | | (1,485,824) | |
TOTAL STOCKHOLDERS’ EQUITY | 1,449,533 | | | 1,438,369 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 2,210,165 | | | $ | 2,299,790 | |
See accompanying notes to condensed consolidated financial statements.
1
CLOUDERA, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2020 | | 2019 | | 2020 | | 2019 |
Revenue: | | | | | | | |
Subscription | $ | 197,355 | | | $ | 166,932 | | | $ | 575,962 | | | $ | 485,872 | |
Services | 20,544 | | | 31,360 | | | 66,733 | | | 96,599 | |
Total revenue | 217,899 | | | 198,292 | | | 642,695 | | | 582,471 | |
Cost of revenue:(1) (2) | | | | | | | |
Subscription | 25,243 | | | 30,224 | | | 81,808 | | | 88,636 | |
Services | 16,804 | | | 27,404 | | | 64,119 | | | 87,355 | |
Total cost of revenue | 42,047 | | | 57,628 | | | 145,927 | | | 175,991 | |
Gross profit | 175,852 | | | 140,664 | | | 496,768 | | | 406,480 | |
Operating expenses:(1) (2) | | | | | | | |
Research and development | 56,306 | | | 66,657 | | | 182,826 | | | 196,572 | |
Sales and marketing | 97,952 | | | 117,783 | | | 316,847 | | | 349,657 | |
General and administrative | 33,923 | | | 38,691 | | | 101,765 | | | 135,568 | |
Total operating expenses | 188,181 | | | 223,131 | | | 601,438 | | | 681,797 | |
Loss from operations | (12,329) | | | (82,467) | | | (104,670) | | | (275,317) | |
Interest income | 1,201 | | | 2,756 | | | 4,886 | | | 9,203 | |
Other income (expense), net | (1,398) | | | (46) | | | (2,915) | | | 291 | |
Loss before provision for income taxes | (12,526) | | | (79,757) | | | (102,699) | | | (265,823) | |
Provision for income taxes | (1,419) | | | (2,365) | | | (5,257) | | | (6,472) | |
Net loss | $ | (13,945) | | | $ | (82,122) | | | $ | (107,956) | | | $ | (272,295) | |
Net loss per share, basic and diluted | $ | (0.04) | | | $ | (0.29) | | | $ | (0.36) | | | $ | (0.98) | |
Weighted-average shares used in computing net loss per share, basic and diluted | 311,009 | | | 283,267 | | | 302,185 | | | 277,260 | |
(1) Amounts include stock-based compensation expense as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2020 | | 2019 | | 2020 | | 2019 |
Cost of revenue – subscription | $ | 3,384 | | | $ | 4,306 | | | $ | 11,060 | | | $ | 12,314 | |
Cost of revenue – services | 2,372 | | | 4,620 | | | 9,363 | | | 13,076 | |
Research and development | 16,372 | | | 19,697 | | | 53,253 | | | 55,991 | |
Sales and marketing | 11,806 | | | 17,400 | | | 41,660 | | | 46,199 | |
General and administrative | 7,922 | | | 8,191 | | | 26,575 | | | 37,238 | |
(2) Amounts include amortization of acquired intangible assets as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2020 | | 2019 | | 2020 | | 2019 |
| | | | | |
Cost of revenue – subscription | $ | 3,144 | | | $ | 2,761 | | | $ | 9,303 | | | $ | 8,358 | |
Sales and marketing | 16,605 | | | 17,264 | | | 49,798 | | | 51,764 | |
| | | | | | | |
See accompanying notes to condensed consolidated financial statements.
2
CLOUDERA, INC.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2020 | | 2019 | | 2020 | | 2019 |
Net loss | $ | (13,945) | | | $ | (82,122) | | | $ | (107,956) | | | $ | (272,295) | |
Other comprehensive (loss) income, net of tax: | | | | | | | |
Foreign currency translation (loss) gain | (241) | | | 473 | | | (1,162) | | | (157) | |
Unrealized (loss) gain on investments | (717) | | | 375 | | | 694 | | | 1,177 | |
Total other comprehensive (loss) income, net of tax | (958) | | | 848 | | | (468) | | | 1,020 | |
Comprehensive loss | $ | (14,903) | | | $ | (81,274) | | | $ | (108,424) | | | $ | (271,275) | |
See accompanying notes to condensed consolidated financial statements.
3
CLOUDERA, INC.
Condensed Consolidated Statements of Stockholders' Equity
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| Three Months Ended October 31, 2020 |
| Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Stockholders’ Equity |
Shares | | Amount |
Balance as of July 31, 2020 | 309,234 | | | $ | 15 | | | $ | 3,008,394 | | | $ | 763 | | | $ | (1,580,633) | | | $ | 1,428,539 | |
Shares issued under employee stock plans | 124 | | | | | 392 | | | — | | | — | | | 392 | |
Vested restricted stock units converted into shares | 3,939 | | | 1 | | | — | | | — | | | — | | | 1 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Stock-based compensation expense | — | | | — | | | 41,856 | | | — | | | — | | | 41,856 | |
| | | | | | | | | | | |
Shares withheld related to net settlement of restricted stock units | (579) | | | | | (6,352) | | | — | | | — | | | (6,352) | |
Unrealized loss on investments | — | | | — | | | — | | | (717) | | | — | | | (717) | |
Foreign currency translation loss | — | | | — | | | — | | | (241) | | | — | | | (241) | |
| | | | | | | | | | | |
Net loss | — | | | — | | | — | | | — | | | (13,945) | | | (13,945) | |
Balance as of October 31, 2020 | 312,718 | | | $ | 16 | | | $ | 3,044,290 | | | $ | (195) | | | $ | (1,594,578) | | | $ | 1,449,533 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended October 31, 2019 |
| Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | Total Stockholders’ Equity |
Shares | | Amount | |
Balance as of July 31, 2019 | 279,595 | | | $ | 14 | | | $ | 2,814,767 | | | $ | 130 | | | $ | (1,339,415) | | | $ | 1,475,496 | |
Shares issued under employee stock plans | 1,845 | | | — | | | 5,856 | | | — | | | — | | | 5,856 | |
Vested restricted stock units converted into shares | 6,378 | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | |
Stock-based compensation expense | — | | | — | | | 54,214 | | | — | | | — | | | 54,214 | |
| | | | | | | | | | | |
Shares withheld related to net settlement of restricted stock units | (700) | | | — | | | (5,431) | | | — | | | — | | | (5,431) | |
Unrealized gain on investments | — | | | — | | | — | | | 375 | | | — | | | 375 | |
Foreign currency translation gain | — | | | — | | | — | | | 473 | | | — | | | 473 | |
Net loss | — | | | — | | | — | | | — | | | (82,122) | | | (82,122) | |
Balance as of October 31, 2019 | 287,118 | | | $ | 14 | | | $ | 2,869,406 | | | $ | 978 | | | $ | (1,421,537) | | | $ | 1,448,861 | |
See accompanying notes to condensed consolidated financial statements.
4
CLOUDERA, INC.
Condensed Consolidated Statements of Stockholders' Equity
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, 2020 |
| Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Stockholders’ Equity |
Shares | | Amount | |
Balance as of January 31, 2020 | 295,168 | | | $ | 15 | | | $ | 2,923,905 | | | $ | 273 | | | $ | (1,485,824) | | | 1,438,369 | |
Shares issued under employee stock plans | 7,961 | | | — | | | 26,353 | | | — | | | — | | | 26,353 | |
Vested restricted stock units converted into shares | 16,035 | | | 1 | | | — | | | — | | | — | | | 1 | |
Shares issued under employee stock purchase plan | 800 | | | — | | | 7,730 | | | — | | | — | | | 7,730 | |
Repurchases of common stock | (3,945) | | | — | | | (25,974) | | | — | | | — | | | (25,974) | |
Stock-based compensation expense | — | | | — | | | 141,911 | | | — | | | — | | | 141,911 | |
| | | | | | | | | | | |
Shares withheld related to net settlement of restricted stock units | (3,301) | | | — | | | (29,635) | | | — | | | — | | | (29,635) | |
Unrealized gain on investments | — | | | — | | | — | | | 694 | | | — | | | 694 | |
Foreign currency translation loss | — | | | — | | | — | | | (1,162) | | | — | | | (1,162) | |
Cumulative effect of accounting change | — | | | — | | | — | | | — | | | (798) | | | (798) | |
Net loss | — | | | — | | | — | | | — | | | (107,956) | | | (107,956) | |
Balance as of October 31, 2020 | 312,718 | | | $ | 16 | | | $ | 3,044,290 | | | $ | (195) | | | $ | (1,594,578) | | | $ | 1,449,533 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended October 31, 2019 |
| Common Stock | | Additional Paid-In Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Stockholders’ Equity |
| Shares | | Amount | | | | |
Balance as of January 31, 2019 | 268,819 | | | $ | 13 | | | $ | 2,711,340 | | | $ | (42) | | | $ | (1,149,242) | | | $ | 1,562,069 | |
Shares issued under employee stock plans | 3,776 | | | 1 | | | 10,743 | | | — | | | — | | | 10,744 | |
Vested restricted stock units converted into shares | 16,558 | | | — | | | — | | | — | | | — | | | — | |
Shares issued under employee stock purchase plan | 735 | | | — | | | 3,590 | | | — | | | — | | | 3,590 | |
Stock-based compensation expense | — | | | — | | | 164,818 | | | — | | | — | | | 164,818 | |
| | | | | | | | | | | |
Shares withheld related to net settlement of restricted stock units | (2,770) | | | — | | | (21,085) | | | — | | | — | | | (21,085) | |
Unrealized gain on investments | — | | | — | | | — | | | 1,177 | | | — | | | 1,177 | |
Foreign currency translation loss | — | | | — | | | — | | | (157) | | | — | | | (157) | |
Net loss | — | | | — | | | — | | | — | | | (272,295) | | | (272,295) | |
Balance as of October 31, 2019 | 287,118 | | | $ | 14 | | | $ | 2,869,406 | | | $ | 978 | | | $ | (1,421,537) | | | $ | 1,448,861 | |
See accompanying notes to condensed consolidated financial statements.
5
CLOUDERA, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Nine Months Ended October 31, |
| 2020 | | 2019 |
| | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net loss | $ | (107,956) | | | $ | (272,295) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | |
Depreciation and amortization | 67,016 | | | 69,123 | |
Non-cash lease expense | 34,208 | | | 33,897 | |
Stock-based compensation expense | 141,911 | | | 164,818 | |
| | | |
| | | |
Amortization of deferred costs | 50,750 | | | 33,579 | |
| | | |
Other | 8,387 | | | (1,903) | |
| | | |
Changes in assets and liabilities: | | | |
Accounts receivable | 76,067 | | | 78,952 | |
| | | |
Prepaid expenses and other assets | 14,508 | | | (3,754) | |
Deferred costs | (36,001) | | | (37,200) | |
Accounts payable | (2,098) | | | 4,193 | |
Accrued compensation | (10,225) | | | (2,323) | |
Other accrued liabilities | (3,447) | | | 4,904 | |
Other contract liabilities | (4,330) | | | (9,445) | |
Operating lease liabilities | (24,731) | | | (27,898) | |
Deferred revenue | (84,889) | | | (62,058) | |
Net cash provided by (used in) operating activities | 119,170 | | | (27,410) | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | |
Purchases of marketable securities | (395,200) | | | (392,497) | |
Proceeds from sale of marketable securities | 110,322 | | | 56,741 | |
Maturities of marketable securities | 191,670 | | | 331,630 | |
Cash used in business combinations, net of cash acquired | (12,358) | | | (4,500) | |
| | | |
Capital expenditures | (7,305) | | | (6,488) | |
| | | |
Net cash used in investing activities | (112,871) | | | (15,114) | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | |
Repurchases of common stock | (25,974) | | | — | |
Taxes paid related to net share settlement of restricted stock units | (29,635) | | | (21,085) | |
Proceeds from employee stock plans | 38,191 | | | 19,633 | |
| | | |
Net cash used in financing activities | (17,418) | | | (1,452) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (405) | | | (1,508) | |
Net decrease in cash, cash equivalents and restricted cash | (11,524) | | | (45,484) | |
Cash, cash equivalents and restricted cash — Beginning of period | 110,990 | | | 162,039 | |
Cash, cash equivalents and restricted cash — End of period | $ | 99,466 | | | $ | 116,555 | |
| | | |
| | | |
| | | |
| | | |
| | | | | | | | | | | |
| | | |
| | | |
| | | |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | | | |
Purchases of property and equipment, accrued but not yet paid | $ | 60 | | | $ | 138 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 8,040 | | | $ | 3,741 | |
See accompanying notes to condensed consolidated financial statements.
6
CLOUDERA, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | | | | | | | | | | |
| As of October 31, |
| 2020 | | 2019 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the statement of cash flows | | | |
Cash and cash equivalents | $ | 96,114 | | | $ | 113,203 | |
Restricted cash included in Other assets | 3,352 | | | 3,352 | |
Total cash, cash equivalents and restricted cash | $ | 99,466 | | | $ | 116,555 | |
See accompanying notes to condensed consolidated financial statements.
7
CLOUDERA, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Summary of Business and Significant Accounting Policies
Description of Business
Cloudera, Inc. was incorporated in the state of Delaware on June 27, 2008 and is headquartered in Santa Clara, California. Cloudera is an enterprise data cloud company. We sell software subscriptions and public cloud services for the recently released Cloudera Data Platform (CDP) solution-set and software subscriptions for our traditional on-premises data platforms. Subscriptions include software access rights and technical support. We also provide professional services for the implementation and use of our software subscriptions, machine learning expertise and consultation, training and education services. Our offerings are based predominantly on open source software, utilizing data stored natively in public cloud object stores as well as in various open source data stores. Unless the context requires otherwise, the words “we,” “us,” “our”and “Cloudera” refer to Cloudera, Inc. and its subsidiaries taken as a whole.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States and the applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The condensed consolidated financial statements include the results of Cloudera, Inc. and its wholly owned subsidiaries, which are located in various countries, including the United States, Australia, China, India, Germany, Ireland, The Netherlands, Singapore, Hungary and the United Kingdom. All intercompany balances and transactions have been eliminated upon consolidation. The consolidated balance sheet as of January 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information contained herein reflects all adjustments necessary for a fair presentation of our results of operations, financial position, stockholders’ equity and cash flows. All such adjustments are of a normal, recurring nature. The results of operations for the three and nine months ended October 31, 2020 are not necessarily indicative of results to be expected for the full year ending January 31, 2021 or for any other interim periods or for any other future years.
The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K and Form 10-K/A for the year ended January 31, 2020, filed with the SEC on March 27, 2020, October 26, 2020, and November 6, 2020, respectively. There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K, as amended, for the year ended January 31, 2020 other than as noted below under “New Accounting Policies". We have enhanced the disclosure specific to our subscription revenue policy below under "Subscription Revenue".
Fiscal Year
Our fiscal year ends on January 31. References to fiscal 2021, for example, refer to the fiscal year ending January 31, 2021.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include the useful lives of property and equipment and intangible assets, allowance for credit losses, stock-based compensation expense, bonus attainment, self-insurance costs incurred, the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations, the evaluation for impairment of intangible assets and goodwill, the estimated period of benefit for deferred contract costs, estimates related to our revenue recognition, such as the assessment of elements in a multi-element arrangement and the value assigned to each element, contingencies, and the incremental borrowing rate used in discounting our lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates.
Due to the COVID-19 Coronavirus pandemic (COVID-19 or COVID-19 pandemic), there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of October 31, 2020. While there was not a material impact to our condensed consolidated financial statements as of and for the three and nine months ended October 31, 2020, these estimates may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 pandemic that could result in material impacts to our condensed consolidated financial statements in future reporting periods.
Segments
We operate as two operating segments – subscription and services. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and assess performance.
Concentrations of Credit Risk and Significant Customers
Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and accounts receivable. Our cash is deposited with high credit quality financial institutions. At times, such deposits may be in excess of the Federal Depository Insurance Corporation insured limits. We have not experienced any losses on these deposits.
Our trade receivables are recorded at the invoice amount, net of an allowance for credit losses, which is not material. The allowance for credit losses reflects our best estimate of probable losses inherent in the receivable portfolio determined based on various factors including historical experience, credit quality of the customer, current economic conditions and management’s expectations of future economic conditions. Receivables are written-off and charged against the recorded allowance when we have exhausted collection efforts without success.
The COVID-19 pandemic and the recent economic downturn prompted us to perform additional credit reviews of our existing customers. After performing our additional reviews, we determined that, while we may experience delays in our collections, the risk of credit loss on our trade receivables as of October 31, 2020 is not expected to materially differ from prior periods.
As of October 31, 2020 and January 31, 2020, no single customer represented more than 10% of accounts receivable. For each of the three and nine months ended October 31, 2020 and 2019, no single customer accounted for 10% or more of revenue.
Recently Adopted Accounting Standards
We adopted the following accounting standards as of February 1, 2020:
•ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment;
•ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820, Fair Value Measurement; and
• ASU No. 2018-15, Intangibles-Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)
The adoption of the above listed accounting standards did not have a material impact on our condensed consolidated financial statements as of and for the three and nine months ended October 31, 2020.
In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires an entity to utilize a new impairment model known as the current expected credit loss model in place of the currently used incurred loss method. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. For trade receivables, loans, and other financial instruments, an entity will be required to use a forward-looking expected loss model to recognize credit losses that are probable. It also eliminates the concept of other-than-temporary impairment and requires
credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. We adopted ASU 2016-13 using the modified retrospective approach as of February 1, 2020. As a result of the adoption, we recorded a $0.8 million adjustment to our beginning accumulated deficit balance to reflect the cumulative effect of the accounting change. The impact of the adoption was not material to our consolidated financial statements as credit losses are not expected to be significant based on historical collection trends, the financial condition of payment partners and external market factors. We will continue to actively monitor the impact of the recent COVID-19 pandemic on expected credit losses.
Recently Issued Accounting Standards
In October 2020, the FASB issued ASU No. 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs (ASU 2020-08) to provide further clarification and update the previously issued guidance in ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20: Premium Amortization on Purchased Callable Debt Securities” (ASU 2017-08). ASU 2017-08 shortened the amortization period for certain callable debt securities purchased at a premium by requiring that the premium be amortized to the earliest call date. ASU 2020-08 requires that at each reporting period, to the extent that the amortized cost of an individual callable debt security exceeds the amount repayable by the issuer at the next call date, the excess premium shall be amortized to the next call date. ASU 2020-08 is effective for annual reporting periods and interim periods within those years, beginning after December 15, 2020 and to be applied prospectively. We do not anticipate that ASU 2020-08 will have a material impact on our consolidated financial statements.
New Accounting Policies
Derivative contracts
During the first quarter of fiscal year 2021, we implemented a currency risk management program. We use derivative financial instruments as a part of our strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These derivative contracts consist of foreign currency forward contracts and are not designated as hedging instruments under the applicable accounting guidance. Accordingly, they are carried at fair value as either assets or liabilities on our condensed consolidated balance sheets. The changes in the fair value are included in Other income (expense), net within our condensed consolidated statements of operations and are intended to offset the foreign currency gains or losses associated with the underlying monetary assets and liabilities.
Our foreign currency forward contracts are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, including currency spot and forward rates.
Subscription Revenue
We sell subscriptions and services for an integrated suite of data analytics and management products. Our subscription offerings are based predominantly on open source software including Spark, Impala, Hive, HBase, Kafka, Hadoop, and more. The open source software is available from the Apache Software Foundation ("ASF”) or available through an Affero General Public License (“AGPL“). Certain subscriptions also include licenses of proprietary software that provide additional features and functionality not included in the open source software.
Subscription revenue relates to term (or time-based) subscriptions to our platform, which can include both open source and proprietary software and related support. Subscriptions include internet, email and phone support, bug fixes, and the right to receive unspecified software updates and upgrades released when and if available during the subscription term. Within our subscription arrangements, we account for the license to the proprietary software, if any, and support as two separate performance obligations. As the open source software is publicly available at no cost to the customer, we have determined that there is no value to be assigned to the open source software in our subscription arrangements. The proprietary software license represents a promise to provide a license to use functional intellectual property that is recognized at a point in time on the date access to the software is made available to the customer and the license period has begun. We have concluded the support is a stand-ready performance obligation that consists of a series of distinct days of service that are satisfied ratably over time as the services are provided. We use a time-based output method to measure progress because our efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. We recognize support revenue ratably, typically beginning on the start of the contractual term of the arrangement.
As part of our support offered under a subscription, we stand ready to help customers resolve technical issues related to the installed platform. The subscriptions are designed to assist throughout a customer’s lifecycle from development to proof-of-concept, to quality assurance and testing, to production and development. Our subscriptions are generally offered under renewable, fixed fee contracts where payments are typically due annually in advance and may have a term of one year or multiple years. The contracts generally do not contain refund provisions for fees earned related to services performed. Unearned subscription revenue is included in deferred revenue and other contract liabilities. On occasion, we may sell engineering services and/or a premium subscription agreement that provides a customer with development input and the opportunity to work more closely with our developers.
2. Revenue from Contracts with Customers
The following table reflects our contract liabilities balances (in thousands):
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| October 31, 2020 | | January 31, 2020 |
Deferred revenue | $ | 401,943 | | | $ | 460,561 | |
Other contract liabilities | 7,895 | | | 12,225 | |
Deferred revenue, non-current | 57,958 | | | 81,926 | |
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Total contract liabilities | $ | 467,796 | | | $ | 554,712 | |
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Significant changes in the contract liabilities balances during the period ended October 31, 2020 are as follows (in thousands):
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| | Contract Liabilities |
January 31, 2020 | | $ | 554,712 | |
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period | | (165,645) | |
Increases due to invoicing prior to satisfaction of performance obligations | | 125,655 | |
April 30, 2020 | | 514,722 | |
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period | | (166,692) | |
Increases due to invoicing prior to satisfaction of performance obligations | | 137,941 | |
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July 31, 2020 | | 485,971 | |
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period | | (172,525) | |
Increases due to invoicing prior to satisfaction of performance obligations | | 154,350 | |
October 31, 2020 | | $ | 467,796 | |
Remaining Performance Obligations
The transaction price allocated to remaining performance obligations represents contracted revenue that has been billed but not recognized, and unbilled non-cancelable amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals and average contract terms.
During the three and nine months ended October 31, 2020, net revenue recognized from our remaining performance obligations satisfied in previous periods was not material.
As of October 31, 2020, approximately $827.4 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $548.5 million over the next 12 months and approximately $278.9 million thereafter.
Contract Assets
Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer when that right is conditional on something other than the passage of time (e.g., performance prior to invoicing on fixed fee service arrangements with substantive acceptance terms). We record unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as we have an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. As of October 31, 2020 and January 31, 2020, contract assets were $3.0 million and $4.6 million, respectively, which are included in prepaid expenses and other current assets.
3. Business Combinations
On October 8, 2020, we acquired 100% voting interest in Eventador Labs, Inc. (Eventador), a provider of cloud-native services for enterprise-grade stream processing, for aggregate cash consideration of $18.0 million. We believe Eventador will accelerate innovation in our Cloudera DataFlow streaming platform and deliver more business value to our customers in real-time streaming analytics applications.
Under the terms of the agreement, $3.5 million of the aggregate consideration is payable to the former employees and is contingent upon their continued employment. As a result, these payments will be recorded as compensation expense over the contractual term of three years. Purchase consideration of $14.5 million has been preliminarily allocated primarily to goodwill and intangible assets of $8.9 million and $5.7 million, respectively. The intangible assets are being amortized over their respective useful lives ranging from 4 to 5 years.
The results of operations of Eventador have been included in our consolidated statements of operations from the acquisition date and were not material.
4. Cash Equivalents and Marketable Securities
The following are the fair values of our cash equivalents and marketable securities as of October 31, 2020 (in thousands):
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| Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value |
Cash equivalents: | | | | | | | |
Money market funds | $ | 27,618 | | | $ | — | | | $ | — | | | $ | 27,618 | |
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Marketable securities: | | | | | | | |
U.S. agency obligations | 65,965 | | | 51 | | | (32) | | | 65,984 | |
Asset-backed securities | 2,907 | | | 14 | | | — | | | 2,921 | |
Corporate notes and obligations | 226,352 | | | 1,634 | | | (14) | | | 227,972 | |
Commercial paper | 51,171 | | | 26 | | | (2) | | | 51,195 | |
Municipal securities | 18,284 | | | 156 | | | (5) | | | 18,435 | |
Certificates of deposit | 57,999 | | | 60 | | | — | | | 58,059 | |
U.S. treasury securities | 43,413 | | | 59 | | | (3) | | | 43,469 | |
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Total cash equivalents and marketable securities | $ | 493,709 | | | $ | 2,000 | | | $ | (56) | | | $ | 495,653 | |
The following are the fair values of our cash equivalents and marketable securities as of January 31, 2020 (in thousands):
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| Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Estimated Fair Value |
Cash equivalents: | | | | | | | |
Money market funds | $ | 34,596 | | | $ | — | | | $ | — | | | $ | 34,596 | |
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Marketable securities: | | | | | | | |
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Asset-backed securities | 68,194 | | | 235 | | | — | | | 68,429 | |
Corporate notes and obligations | 199,226 | | | 891 | | | — | | | 200,117 | |
Commercial paper | 46,460 | | | 7 | | | — | | | 46,467 | |
Municipal securities | 20,865 | | | 65 | | | — | | | 20,930 | |
Certificates of deposit | 14,996 | | | 19 | | | — | | | 15,015 | |
U.S. treasury securities | 24,563 | | | 33 | | | — | | | 24,596 | |
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Total cash equivalents and marketable securities | $ | 408,900 | | | $ | 1,250 | | | $ | — | | | $ | 410,150 | |
The contractual maturities of investments in available-for-sale securities were as follows (in thousands):
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| October 31, 2020 | | January 31, 2020 |
| Amortized Cost | | Estimated Fair Value | | Amortized Cost | | Estimated Fair Value |
Due within one year | $ | 325,444 | | | $ | 326,329 | | | $ | 273,582 | | | $ | 274,058 | |
Due after one year through five years | 168,265 | | | 169,324 | | | 135,318 | | | 136,092 | |
Total investments in marketable securities | $ | 493,709 | | | $ | 495,653 | | | $ | 408,900 | | | $ | 410,150 | |
The unrealized loss for each of these fixed rate marketable securities was not material as of October 31, 2020 and January 31, 2020. The unrealized losses on these investments were primarily due to changes in market interest rates. We expect to receive the full principal and interest on all of these marketable securities and have the ability and intent to hold these investments until a recovery of fair value. We determined that no credit losses related to our marketable securities was required for the three and nine months ended October 31, 2020 and 2019.
Realized gains and realized losses on our cash equivalents and marketable securities are included in other income (expense), net on the condensed consolidated statement of operations and were not material for the three and nine months ended October 31, 2020 and 2019.
Reclassification adjustments out of accumulated other comprehensive income into net loss were not material for the three and nine months ended October 31, 2020 and 2019.
5. Fair Value Measurement
Our financial assets and liabilities consist principally of cash and cash equivalents, marketable securities, accounts receivable and accounts payable. We measure and record certain financial assets and liabilities at fair value on a recurring basis. The estimated fair value of accounts receivable and accounts payable approximates their carrying value due to their short-term nature. Cash equivalents and marketable securities are recorded at estimated fair value.
All of our cash equivalents and marketable securities are classified within Level 1 or Level 2 because the cash equivalents and marketable securities are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs.
We follow a three-level valuation hierarchy for disclosure of fair value measurements as follows:
Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table represents our financial assets and liabilities according to the fair value hierarchy, measured at fair value as of October 31, 2020 (in thousands):
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| Level 1 | | Level 2 | | | | Total |
Financial assets | | | | | | | |
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Money market funds | $ | 27,618 | | | $ | — | | | | | $ | 27,618 | |
U.S. agency obligations | — | | | 65,984 | | | | | 65,984 | |
Asset-backed securities | — | | | 2,921 | | | | | 2,921 | |
Corporate notes and obligations | — | | | 227,972 | | | | | 227,972 | |
Commercial paper | — | | | 51,195 | | | | | 51,195 | |
Municipal securities | — | | | 18,435 | | | | | 18,435 | |
Certificates of deposit | — | | | 58,059 | | | | | 58,059 | |
U.S. treasury securities | — | | | 43,469 | | | | | 43,469 | |
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Total financial assets | $ | 27,618 | | | $ | 468,035 | | | | | $ | 495,653 | |
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The following table represents our financial assets according to the fair value hierarchy, measured at fair value as of January 31, 2020 (in thousands):
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| Level 1 | | Level 2 | | | | Total |
Financial assets | | | | | | | |
Money market funds | $ | 34,596 | | | $ | — | | | | | $ | 34,596 | |
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Asset-backed securities | — | | | 68,429 | | | | | 68,429 | |
Corporate notes and obligations | — | | | 200,117 | | | | | 200,117 | |
Commercial paper | — | | | 46,467 | | | | | |