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1

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 April 30, 2021
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)
Delaware26-2922329
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00005 par valueCLDRThe 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 May 31, 2021, there were 292,214,572 shares of the registrant’s common stock outstanding.

Table of Contents
TABLE OF CONTENTS
Page
Part I. Financial Information
Item 1.
Item 2.
Item 3.
Item 4.
Part II. Other Information
Item 1.
Item 1A.
Item 2.
Item 6.

Table of Contents

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CLOUDERA, INC.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
April 30, 2021January 31, 2021
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$169,101 $298,672 
Marketable securities
348,712 297,721 
Accounts receivable, net
131,408 316,098 
Deferred contract costs
49,308 53,048 
Prepaid expenses and other current assets
32,763 32,382 
Total current assets
731,292 997,921 
Property and equipment, net
17,470 18,065 
Marketable securities, non-current
381,326 173,281 
Intangible assets, net
514,979 532,630 
Goodwill
599,291 599,291 
Deferred contract costs, non-current
27,053 31,170 
Operating lease right-of-use assets
138,994 146,424 
Other assets
10,206 9,819 
TOTAL ASSETS
$2,420,611 $2,508,601 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$1,477 $2,713 
Accrued compensation
52,351 56,643 
Other accrued liabilities
32,431 30,196 
Operating lease liabilities
19,550 19,574 
Contract liabilities
505,977 553,983 
Total current liabilities
611,786 663,109 
Long-term debt486,176 487,089 
Operating lease liabilities, non-current
162,356 169,296 
Contract liabilities, non-current
43,032 54,414 
Other accrued liabilities, non-current
6,290 6,763 
TOTAL LIABILITIES
1,309,640 1,380,671 
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.00005 par value; 20,000,000 shares authorized, no shares issued and outstanding as of April 30, 2021 and January 31, 2021
— — 
Common stock $0.00005 par value; 1,200,000,000 shares authorized as of April 30, 2021 and January 31, 2021; 293,061,577 and 291,220,735 shares issued and outstanding as of April 30, 2021 and January 31, 2021, respectively
15 15 
Additional paid-in capital
2,800,559 2,776,690 
Accumulated other comprehensive income
153 580 
Accumulated deficit
(1,689,756)(1,649,355)
TOTAL STOCKHOLDERS’ EQUITY
1,110,971 1,127,930 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$2,420,611 $2,508,601 

See accompanying notes to condensed consolidated financial statements.
1
Table of Contents
CLOUDERA, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

Three Months Ended April 30,
20212020
Revenue:
Subscription
$200,656 $187,085 
Services
23,627 23,375 
Total revenue
224,283 210,460 
Cost of revenue:(1) (2)
Subscription
23,592 28,636 
Services
19,526 25,605 
Total cost of revenue
43,118 54,241 
Gross profit
181,165 156,219 
Operating expenses:(1) (2)
Research and development
65,825 64,216 
Sales and marketing
107,828 113,135 
General and administrative
41,264 34,675 
Total operating expenses
214,917 212,026 
Loss from operations
(33,752)(55,807)
Interest (expense) income, net
(3,483)2,241 
Other expense, net
(700)(2,497)
Loss before provision for income taxes
(37,935)(56,063)
Provision for income taxes
(2,466)(1,951)
Net loss
$(40,401)$(58,014)
Net loss per share, basic and diluted
$(0.14)$(0.20)
Weighted-average shares used in computing net loss per share, basic and diluted
292,535 295,293 

(1) Amounts include stock-based compensation expense as follows (in thousands):
Three Months Ended April 30,
20212020
Cost of revenue – subscription
$4,292 $3,992 
Cost of revenue – services
2,695 3,987 
Research and development
21,261 19,824 
Sales and marketing
15,855 15,823 
General and administrative
14,521 9,812 

(2) Amounts include amortization of acquired intangible assets as follows (in thousands):
Three Months Ended April 30,
20212020
Cost of revenue – subscription $1,023 $3,079 
Sales and marketing 16,628 16,597 
See accompanying notes to condensed consolidated financial statements.
2
Table of Contents
CLOUDERA, INC.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
Three Months Ended April 30,
20212020
Net loss
$(40,401)$(58,014)
Other comprehensive (loss) income, net of tax:
Foreign currency translation gain (loss)
235 (836)
Unrealized (loss) gain on investments
(662)852 
Total other comprehensive (loss) income, net of tax
(427)16 
Comprehensive loss
$(40,828)$(57,998)

See accompanying notes to condensed consolidated financial statements.
3
Table of Contents
CLOUDERA, INC.
Condensed Consolidated Statements of Stockholders' Equity
(in thousands)
(unaudited)
Three Months Ended April 30, 2021
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income
Accumulated Deficit
Total Stockholders’ Equity
Shares
Amount
Balance as of January 31, 2021
291,221 $15 $2,776,690 $580 $(1,649,355)$1,127,930 
Shares issued under employee stock plans
370 2,246 — — 2,246 
Shares issued from restricted stock units vesting
4,448 — — — — — 
Repurchases of common stock(1,542)— (18,945)— — (18,945)
Stock-based compensation expense
— — 58,624 — — 58,624 
Shares withheld related to net settlement of equity awards
(1,435)(18,056)— — (18,056)
Unrealized loss on investments
— — — (662)— (662)
 Foreign currency translation gain — — — 235 — 235 
Net loss
— — — — (40,401)(40,401)
Balance as of April 30, 2021
293,062 $15 $2,800,559 $153 $(1,689,756)$1,110,971 

Three Months Ended April 30, 2020
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income
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
154 — 443 — — 443 
Shares issued from restricted stock units vesting
5,852 — — — — — 
Repurchases of common stock(3,945)— (25,974)— — (25,974)
Stock-based compensation expense
— — 53,438 — — 53,438 
Shares withheld related to net settlement of equity awards
(1,880)— (14,017)— — (14,017)
Unrealized gain on investments
— — — 852 — 852 
Foreign currency translation loss— — — (836)— (836)
Cumulative effect of accounting change— — — — (798)(798)
Net loss
— — — — (58,014)(58,014)
Balance as of April 30, 2020
295,349 $15 $2,937,795 $289 $(1,544,636)$1,393,463 

See accompanying notes to condensed consolidated financial statements.
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CLOUDERA, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Three Months Ended April 30,
20212020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$(40,401)$(58,014)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
19,628 22,573 
 Non-cash lease expense11,051 11,301 
Stock-based compensation expense
58,624 53,438 
Amortization of deferred contract costs16,620 16,625 
Other
1,182 3,522 
Changes in assets and liabilities:
Accounts receivable
185,514 81,828 
Prepaid expenses and other assets
(3,777)10,526 
Deferred contract costs(8,763)(10,623)
Accounts payable
(891)307 
Accrued compensation
(8,568)(18,412)
Other accrued liabilities
1,764 (2,895)
Operating lease liabilities
(10,571)(2,508)
Contract liabilities(59,202)(39,311)
Net cash provided by operating activities 162,210 68,357 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities
(382,013)(80,860)
Proceeds from sale of marketable securities
2,900 66,059 
Maturities of marketable securities
120,854 36,794 
Capital expenditures
(1,575)(1,089)
Net cash (used in) provided by investing activities (259,834)20,904 
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchases of common stock(18,945)(25,974)
Principal repayment of debt(1,250)— 
Taxes paid related to net share settlement of restricted stock units(18,056)(14,017)
Proceeds from employee stock plans
6,489 4,977 
Net cash used in financing activities
(31,762)(35,014)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(185)(960)
Net (decrease) increase in cash, cash equivalents and restricted cash(129,571)53,287 
Cash, cash equivalents and restricted cash — Beginning of period302,024 110,990 
Cash, cash equivalents and restricted cash — End of period $172,453 $164,277 
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Purchases of property and equipment, accrued but not yet paid
$— $606 
Right-of-use assets obtained in exchange for new operating lease liabilities
$1,833 $476 



See accompanying notes to condensed consolidated financial statements.
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CLOUDERA, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

As of April 30,
20212020
Reconciliation of cash, cash equivalents and restricted cash as shown in the statement of cash flows
Cash and cash equivalents$169,101 $160,925 
Restricted cash included in Other assets3,352 3,352 
Total cash, cash equivalents and restricted cash$172,453 $164,277 
See accompanying notes to condensed consolidated financial statements.
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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 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.
Agreement and Plan of Merger
On June 1, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sky Parent Inc., a Delaware corporation (“Parent”), and Project Sky Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Cloudera, Inc., with Cloudera, Inc. surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are subsidiaries of investment funds advised by Clayton, Dubilier & Rice, LLC (“CD&R”) and Kohlberg Kravis Roberts & Co. L.P. (“KKR”), US-based private equity firms. See Note 17 for further details.
Basis of Consolidation
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, 2021 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 months ended April 30, 2021 are not necessarily indicative of results to be expected for the full year ending January 31, 2022 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 for the year ended January 31, 2021, filed with the SEC on March 25, 2021. There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended January 31, 2021.
Our fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022.
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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 goodwill, intangible assets and other long-lived assets including operating lease right-of-use assets, the estimated period of benefit for deferred contract costs, estimates related to 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.
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.  
As of April 30, 2021, no single customer represented more than 10% of accounts receivable. As of January 31, 2021, one customer represented more than 10% of account receivable. For each of the three months ended April 30, 2021 and 2020, no single customer accounted for 10% or more of revenue.
Recently Adopted Accounting Standard
We adopted the accounting standard updated (ASU) 2020-08 Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs as of February 1, 2021. The adoption of the accounting standard did not have a material impact on our condensed consolidated financial statements as of and for the three months ended April 30, 2021.

2. Revenue from Contracts with Customers
Significant changes in the contract liabilities during the period ended April 30, 2021 are as follows (in thousands):
Contract Liabilities
January 31, 2021$608,397 
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period(188,443)
Increases due to invoicing prior to satisfaction of performance obligations129,055 
April 30, 2021$549,009 
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
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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 months ended April 30, 2021, net revenue recognized from our remaining performance obligations satisfied in previous periods was not material.
As of April 30, 2021, approximately $876.3 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $623.1 million over the next 12 months and approximately $253.2 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 April 30, 2021 and January 31, 2021, contract assets were $3.5 million and $5.0 million, respectively, which are included in prepaid expenses and other current assets.

3. Cash Equivalents and Marketable Securities
The following are the fair values of our cash equivalents and marketable securities as of April 30, 2021 (in thousands):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash equivalents:
Money market funds
$67,704 $— $— $67,704 
Certificates of deposit
13,001 — — 13,001 
Marketable securities:
U.S. agency obligations
83,963 50 (7)84,006 
Corporate notes and obligations
353,276 983 (277)353,982 
Commercial paper
67,445 9 (2)67,452 
Municipal securities
87,298 201 (128)87,371 
Certificates of deposit
86,049 29 (8)86,070 
U.S. treasury securities
51,143 15 (1)51,157 
Total cash equivalents and marketable securities
$809,879 $1,287 $(423)$810,743 
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The following are the fair values of our cash equivalents and marketable securities as of January 31, 2021 (in thousands):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash equivalents:
Money market funds
$186,127 $— $— $186,127 
Certificates of deposit
4,000 — — 4,000 
Marketable securities:
U.S. agency obligations
68,972 76 (4)69,044 
Asset-backed securities
2,901 2 — 2,903 
Corporate notes and obligations
210,321 1,215 (72)211,464 
Commercial paper
48,212 19 (6)48,225 
Municipal securities
40,031 213 (5)40,239 
Certificates of deposit
60,749 53 — 60,802 
U.S. treasury securities
38,291 34 — 38,325 
Total cash equivalents and marketable securities
$659,604 $1,612 $(87)$661,129 
The contractual maturities of investments in available-for-sale securities were as follows (in thousands):
April 30, 2021January 31, 2021
Amortized CostEstimated Fair ValueAmortized CostEstimated Fair Value
Due within one year$429,183 $429,417 $487,201 $487,848 
Due after one year through five years380,696 381,326 172,403 173,281 
Total cash equivalents and marketable securities
$809,879 $810,743 $659,604 $661,129 
The unrealized loss for each of these fixed rate marketable securities was not material as of April 30, 2021 and January 31, 2021. 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 allowance for credit losses related to our marketable securities was required for the three months ended April 30, 2021 and 2020.
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 months ended April 30, 2021 and 2020.
Reclassification adjustments out of accumulated other comprehensive income into net loss were not material for the three months ended April 30, 2021 and 2020.

4.     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.
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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 April 30, 2021 (in thousands):
Level 1Level 2Total
Financial assets
Money market funds
$67,704 $— $67,704 
U.S. agency obligations
— 84,006 84,006 
Corporate notes and obligations
— 353,982 353,982 
Commercial paper
— 67,452 67,452 
Municipal securities
— 87,371 87,371 
Certificates of deposit
— 99,071 99,071 
U.S. treasury securities
— 51,157 51,157 
Total financial assets
$67,704 $743,039 $810,743 
The following table represents our financial assets according to the fair value hierarchy, measured at fair value as of January 31, 2021 (in thousands):
Level 1Level 2Total
Financial assets
Money market funds
$186,127 $— $186,127 
U.S. agency obligations
— 69,044 69,044 
Asset-backed securities
— 2,903 2,903 
Corporate notes and obligations
— 211,464 211,464 
Commercial paper
— 48,225 48,225 
Municipal securities
— 40,239 40,239 
Certificates of deposit
— 64,802 64,802 
U.S. treasury securities
— 38,325 38,325 
Total financial assets
$186,127 $475,002 $661,129 

We value our Level 1 assets using quoted prices in active markets for identical instruments. We value our Level 2 assets with the help of a third-party pricing service using quoted market prices for similar instruments, non-binding market prices that are corroborated by observable market data, or pricing models such as discounted cash flow techniques. We use such pricing data as the primary input, to which we have not made any material adjustments during the periods presented, to make our determination and assessments as to the ultimate valuation of these assets.
Our foreign currency forward contract liabilities and assets are classified within Level 2 in 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. The fair value of these contracts were not material as of April 30, 2021.
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We have no Level 1 or 3 liabilities and no Level 3 assets measured on a recurring basis.
Assets Measured at Fair Value on a Nonrecurring Basis
Certain of our long-lived assets, including intangible assets, goodwill, and operating lease right-of-use assets are measured at fair value on a nonrecurring basis when there are indicators of impairment. There were no material impairment charges recognized during the three months ended April 30, 2021, and 2020.

5.     Goodwill and Intangible Assets
Goodwill
Goodwill balance was $599.3 million for both periods ending April 30, 2021 and January 31, 2021.
Intangible Assets
Intangible assets consisted of the following as of April 30, 2021 (in thousands):
Gross Fair
Value		Accumulated
Amortization		Net Book
Value		Weighted Average
Remaining Useful Life
(in years)
Developed technology
$14,350 $(7,417)$6,933 3.3
Customer relationships and other acquired intangible assets
663,146 (155,100)508,046 7.6
Total
$677,496 $(162,517)$514,979 7.5

Intangible assets consisted of the following as of January 31, 2021 (in thousands):
Gross Fair
Value		Accumulated
Amortization		Net Book
Value		Weighted Average
Remaining Useful Life
(in years)
Developed technology
$22,770 $(14,814)$7,956 3.3
Customer relationships and other acquired intangible assets
671,947 (147,273)524,674 7.9
Unbilled contracts
18,300 (18,300)— — 
Total
$713,017 $(180,387)$532,630 7.8
Amortization expense for intangible assets was $17.7 million and $19.7 million for the three months ended April 30, 2021 and 2020, respectively.
The expected future amortization expense of these intangible assets as of April 30, 2021 is as follows (in thousands):
Remaining nine months of fiscal 2022$52,588 
fiscal 202367,887 
fiscal 202467,376 
fiscal 202567,286 
fiscal 202666,875 
fiscal 2027 and thereafter192,967 
Total amortization expense$514,979 
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6.     Derivative Contracts
We generate revenues and incur expenses in numerous currencies and are exposed to foreign currency risk. To mitigate the impact of changes in foreign currency rates, we execute foreign currency forward contracts to offset the gains and losses on foreign currency denominated monetary assets and liabilities. The duration of our foreign currency forward contracts is less than 12 months. We do not enter into any derivatives for trading or speculative purposes.
During the three months ended April 30, 2021 and 2020, we recorded a loss of $0.3 million and $0.5 million, respectively, in other expense, net within our condensed consolidated statements of operations and are reported as part of other adjustments to reconcile net loss to net cash provided by operating activities in the condensed consolidated statements of cash flows. As of April 30, 2021 and January 31, 2021, we had outstanding foreign currency forward contracts not designated as hedges with a total notional value of $20.5 million and $18.7 million, respectively.

7. Balance Sheet Components
Property and Equipment, Net
The cost and accumulated depreciation of property and equipment are as follows (in thousands):
As of
April 30, 2021January 31, 2021
Computer equipment and software
$26,253 $24,974 
Office furniture and equipment
13,195 13,352 
Leasehold improvements
24,224 24,719 
Property and equipment, gross
63,672 63,045 
Less: accumulated depreciation
(46,202)(44,980)
Property and equipment, net
$17,470 $18,065 
Depreciation expense was $2.0 million and $2.9 million for the three months ended April 30, 2021 and 2020, respectively.
Accrued Compensation
Accrued compensation consists of the following (in thousands):
As of
April 30,
2021		January 31,
2021
Accrued salaries, benefits and commissions
$18,099 $22,538 
Accrued bonuses
13,078 14,956 
Accrued compensation-related taxes
10,825 10,834 
Employee stock purchase plan withholdings
6,877 2,634 
Other(1)
3,472 5,681 
Total accrued compensation
$52,351 $56,643 
(1) Other consists primarily of amounts owed for employment-related benefits.
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Other Accrued Liabilities
Other accrued liabilities consist of the following (in thousands):
As of
April 30,
2021		January 31,
2021
Accrued professional costs
$6,782 $3,790 
Current portion of debt3,613 3,610 
Accrued taxes
3,823 5,596 
Accrued self-insurance costs
4,862 4,720 
Acquisition related holdback payments (1)
2,660 3,368 
Other (2)
10,691 9,112 
Total other accrued liabilities
$32,431 $30,196 
(1) Business combination related payments held by Cloudera for indemnification purposes.
(2) Other relates primarily to amounts owed to third-party vendors that provide marketing, cloud-computing services and travel costs.

8. Debt
On December 22, 2020, we entered into a senior secured credit agreement (the “Credit Agreement”). The Credit Agreement provides for a seven years senior secured institutional term loan "B" for an aggregate principal amount of $500.0 million (the "Term Loan"). The Term Loan amortizes at a per annum rate equal to 1.0% payable quarterly, with the balance payable at maturity on December 22, 2027. The proceeds of the Term Loan will be used for general corporate purposes, including to fund repurchases of our common stock and to pay transaction costs and expenses in connection therewith.
At our option, the Term Loan will bear interest at a per annum rate equal to a Eurocurrency Rate plus 2.50% or a Base Rate plus 1.50%, both subject to a 3.25% floor. As of April 30, 2021, the Term Loan is bearing interest at a per annum rate of 3.25%. During three months ended April 30, 2021, we recognized interest expense of $4.1 million.
The Credit Agreement contains usual and customary representations and warranties, optional and mandatory prepayment provisions, and affirmative and negative covenants, including limitations on liens, investments, restricted payments, additional indebtedness, transactions with affiliates and asset sales and mergers. The Credit Agreement does not contain any financial covenants. Our obligations under the Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representations and warranties, violation of covenants, cross default and cross acceleration to material third party indebtedness, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control.
We incurred debt discount and issuance costs of approximately $9.5 million in connection with obtaining our Term Loan. These debt discount and issuance costs are amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the contractual term of the arrangement. Amortization of debt discount and issuance costs during the three months ended April 30, 2021 was immaterial.
As of April 30, 2021, the Term Loan had a carrying value of $489.8 million, of which $3.6 million is classified as current and recorded in other accrued liabilities and $486.2 million is classified as non-current on the condensed consolidated balance sheet.
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As of April 30, 2021, the expected future principal payments under the Term Loan are due as follows (in thousands):
Remaining nine months of fiscal 2022$3,750 
20235,000 
20245,000 
20255,000 
20265,000 
2027 and thereafter475,000 
Total $498,750 

9. Leases
We have entered into various non-cancelable operating lease agreements for our facilities. Our leases have various expiration dates through September 2031. Many leases include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement.
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease term is determined to be the non-cancelable period including any lessee renewal options which are considered to be reasonably certain of exercise. The interest rate implicit in the lease contracts is typically not readily determinable. As such, we utilized the appropriate incremental borrowing rate based on information available at the commencement date, which is the rate incurred to borrow on a collateralized basis over a similar term in a similar economic environment.
Components of lease expense are summarized as follows (in thousands):
Three Months Ended April 30,
20212020
Operating lease cost$11,051 $11,301 
Short-term lease cost327 479 
Sublease income(3,579)(3,922)
Net lease cost$7,799 $7,858 
Lease term and discount rate information are summarized as follows:
As of
April 30,
2021		January 31,
2021
Weighted Average Remaining Lease Term (years)5.96.1
Weighted Average Discount Rate5.9 %5.9 %

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Maturities of lease liabilities as of April 30, 2021 are as follows (in thousands):
Minimum Lease Payments, Gross
       Remaining nine months of fiscal 2022 $19,572 
       fiscal 202338,599 
       fiscal 202438,054 
       fiscal 202536,679 
       fiscal 202632,883 
       fiscal 2027 and thereafter52,823 
Total lease payments$218,610 
        Less imputed interest(36,704)
Present value of lease liabilities$181,906 
We expect to receive sublease rental proceeds of $8.5 million in the next nine months of fiscal 2022 and $28.5 million thereafter.
There were no material lease related right-of-use asset impairment losses in the three months ended April 30, 2021 or 2020.

10. Commitments and Contingencies
Letters of Credit
As of April 30, 2021 and January 31, 2021, we had a total of $19.1 million and $19.4 million, respectively, in letters of credit outstanding in favor of certain landlords for office space. These letters of credit renew annually and expire at various dates through 2027.
Legal Proceedings
On June 7, 2019, a purported class action complaint was filed in the United States District Court for the Northern District of California, entitled Christie v. Cloudera, Inc., et al., Case No. 5:19-cv-3221-LHK. The complaint named as defendants Cloudera, its former Chief Executive Officer, its Chief Financial Officer and a former officer and director, asserting alleged class claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (Exchange Act) and SEC Rule 10b-5. Two substantially similar class action complaints, entitled Zarantonello v. Cloudera, Inc., et al., Case No. 5:19-cv-4007-LHK, and Dvornic v. Cloudera, Inc., et al., Case No. 5:19-cv-4310-LHK, were subsequently filed against the same defendants in the same court on July 12, 2019 and July 26, 2019, respectively. The suits have been consolidated under the name, In re Cloudera, Inc. Securities Litigation, Case No. 5:19-cv-3221-LHK. The court subsequently appointed lead plaintiffs and lead counsel, and a consolidated complaint was filed on February 14, 2020. On March 18, 2020, the court vacated its prior order appointing lead plaintiffs and lead counsel and reopened the lead plaintiff process. On July 27, 2020, the court appointed new lead plaintiffs and lead counsel. On September 22, 2020, lead plaintiffs filed a consolidated amended complaint. The consolidated amended complaint asserted claims against Cloudera and four individual defendants under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5, based on allegedly false and misleading statements between April 28, 2017 and June 5, 2019. The consolidated amended complaint also asserted claims against Cloudera, Intel Corporation, and fourteen current and former officers and directors under the Securities Act of 1933, on behalf of all persons who acquired Cloudera stock pursuant or traceable to the S-4 registration statement filed in connection with Cloudera’s January 2019 merger with Hortonworks, and alleged that the registration statement contained untrue statements of material fact and omitted material facts. On April 2, 2021, the Court denied a motion filed by two additional plaintiffs seeking permission to file an additional class action complaint alleging claims under the Securities Act of 1933. On May 25, 2021, the Court granted defendants’ motions to dismiss the consolidated amended complaint with leave to amend. Plaintiffs have until June 24, 2021 to file an amended complaint.
On June 7, 2019, a purported class action complaint was filed in the Superior Court of California, County of Santa Clara, entitled Lazard v. Cloudera, Inc., et al., Case No. 19CV348674. The complaint named as defendants Cloudera, thirteen individuals who are current or former directors or officers of Cloudera, and Intel Corporation. Two substantially similar suits, entitled Franchi v. Cloudera, Inc., et al., Case No. 19CV348790, and Cannizzo v. Cloudera, Inc., et al., Case No.
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19CV348974, were subsequently filed in the same court on June 11, 2019 and June 14, 2019, respectively. The suits have been consolidated under the name In re Cloudera, Inc. Securities Litigation, Lead Case No. 19CV348674 and the consolidated amended complaint purports to assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 on behalf of all persons who acquired Cloudera stock pursuant or traceable to the S-4 registration statement filed in connection with Cloudera’s January 2019 merger with Hortonworks. The consolidated amended complaint alleges that the registration statement contained untrue statements of material fact and omitted material facts. Plaintiffs seek, among other things, an award of damages and attorneys’ fees and costs. On July 1, 2020, the court overruled Cloudera's demurrer to the consolidated amended complaint. On August 18, 2020, a purported shareholder class action captioned Stahl v. Cloudera, Inc., et al., Case No. 20CV369480 was filed in the Superior Court of California, County of Santa Clara, and was subsequently consolidated into the lead case. On November 5, 2020, the court entered a stipulated order certifying a class consisting of all persons who acquired Cloudera common stock in exchange for Hortonworks securities pursuant to the registration statement and prospectus issued in connection with Cloudera’s January 2019 merger and acquisition of Hortonworks. A further case management conference is currently scheduled for June 9, 2021. Cloudera believes that the allegations in the lawsuits are without merit.
On July 30, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Lee, et al. v. Cole, et al., Case No. 1:19-cv-01422-LPS. The complaint names as defendants eleven individuals who are current or former directors or officers of Cloudera, names Cloudera as a nominal defendant, and purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, and alleged violation of Sections 10(b) and 20(a) of the Exchange Act. On September 5, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Slattery v. Reilly, et al., Case No. 1:19-cv-01662-LPS. The complaint names as defendants thirteen individuals who are current or former directors or officers of Cloudera, names Cloudera as a nominal defendant, and purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, and alleged violations of Section 10(b), 14 and 20(a) of the Exchange Act. On October 16, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Frentzel v. Bearden, et al., Case No. 1:19-cv-01962-LPS. The complaint names as defendants thirteen individuals who are current or former directors or officers of Cloudera, and names Cloudera as a nominal defendant. The complaint purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, alleged violations of Section 14 of the Exchange Act, insider selling and misappropriation of information. All three derivative actions are based on allegations that are substantially similar to those in the class actions filed in the United States District Court for the Northern District of California, described above. All three derivative actions seek, among other things, an award of damages on behalf of Cloudera, corporate governance reforms and attorneys’ fees and costs. The Slattery and Frentzel actions additionally seek disgorgement on behalf of Cloudera. The suits have been consolidated under the name, In re Cloudera, Inc. Stockholder Derivative Litigation, Case No. 1:19-cv-01422-LPS. A consolidated amended complaint has not yet been filed and the case is currently stayed.
On September 3, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the Northern District of California, entitled Chen v. Reilly, et al., Case No. 5:19-cv-05536-LHK. That complaint names as defendants thirteen individuals who are current or former directors or officers of Cloudera, names Cloudera as a nominal defendant, and purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and alleged violation of Section 14(a) of the Exchange Act. On September 10, 2019, a purported shareholder derivative complaint that is substantially similar to the Chen action and is brought against the same defendants, was filed in the United States District Court for the Northern District of California, entitled Fu v. Reilly, et al., Case No. 5:19-cv-05705-LHK. Both derivative actions are based on allegations that are substantially similar to those in the class actions filed in the United States District Court for the Northern District of California, described above. Both derivative actions seek, among other things, an award of damages on behalf of Cloudera, corporate governance reforms and attorneys’ fees and costs. The suits have been consolidated under the name, In re Cloudera, Inc. Derivative Litigation, Case No. 5:19-cv-05536-LHK. A consolidated amended complaint has not yet been filed, and the case is currently stayed.
In the ordinary course of business, we are or may be involved in a variety of litigation matters, suits, investigations, and proceedings, including actions with respect to intellectual property claims, government investigations, labor and employment claims, breach of contract claims, tax, and other matters. Regardless of the outcome, these litigation matters can have an adverse impact on us because of defense costs, diversion of management resources, harm to reputation, and other factors. Future litigation may be necessary to defend ourselves, or our customers or partners on indemnity matters, by determining the scope, enforceability and validity of third-party proprietary rights or by establishing our proprietary rights. Further, the ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on us because of defense costs, potential negative publicity, diversion of management resources and other factors. While we are not
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aware of other pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on our business, consolidated financial position, results of operations or cash flows, our analysis of whether a claim may proceed to litigation cannot be predicted with certainty, nor can the results of litigation be predicted with certainty. Accordingly, there can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows in a particular period or subject us to an injunction that could seriously harm our business.
We record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to our outstanding legal matters, our management believes that the amount or estimable range of possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of litigation is inherently uncertain. Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management’s expectations, our results of operations and financial condition including in a particular reporting period, could be materially adversely affected.
Indemnification
From time to time, we enter into certain types of contracts that contingently require us to indemnify various parties against claims from third parties. These contracts primarily relate to (i) certain real estate leases under which we may be required to indemnify property owners for environmental and other liabilities and other claims arising from our use of the applicable premises, (ii) our amended and restated bylaws, under which we must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship with us, (iii) contracts under which we must indemnify directors and certain officers for liabilities arising out of their relationship with us, (iv) contracts under which we may be required to indemnify customers or partners against certain claims, including claims from third parties asserting, among other things, infringement of their intellectual property rights, and (v) procurement, consulting, or license agreements under which we may be required to indemnify vendors, consultants or licensors for certain claims, including claims that may be brought against them arising from our acts or omissions with respect to the supplied products, technology or services. From time to time, we may receive indemnification claims under these contracts in the normal course of business. In addition, under these contracts we may have to modify the accused infringing intellectual property and/or refund amounts received.
In the event that one or more of these matters were to result in a claim against us, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on our future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.
We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and certain officers.
To date, we have not incurred any material costs, and have not accrued any material liabilities in the condensed consolidated financial statements as a result of these provisions.

11.     Common Stock Repurchases
Our board of directors have authorized share repurchases of up to $600.0 million of our outstanding shares of common stock. For the three months ended April 30, 2021, we used $18.9 million to repurchase 1.5 million shares of common stock at an average repurchase price of $12.29 per share under the repurchase program. For the three months ended April 30, 2020, we used $26.0 million to repurchase 3.9 million shares of common stock at an average repurchase price of $6.56 per share under the repurchase program. As of April 30, 2021, there was approximately $240.9 million of authorized funds remaining under the repurchase programs.
Under the share repurchase programs, shares may be repurchased through open market purchases, block trades and/or privately negotiated transactions in compliance with Rule 10b-18 promulgated under the Exchange Act, subject to market conditions, applicable legal requirements, and other relevant factors. Repurchases may also be made under Rule 10b5-1 plans, which permit shares of common stock to be repurchased through pre-determined criteria. The timing, volume and nature of any repurchases will be at the discretion of our management based on their evaluation of our capital needs, market conditions, applicable legal requirements and other factors. The programs do not have an expiration date and may be suspended or discontinued at any time and do not obligate us to repurchase any shares.
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Pursuant to the Merger Agreement (see Note 17 for details), our share purchase programs are suspended.

12.     Stock-Based Compensation
We maintain two stock-based compensation plans: the 2017 Equity Incentive Plan (2017 Plan) and the 2008 Equity Incentive Plan (2008 Plan), collectively referred to as the Stock Plans. We do not expect to grant any additional awards under the 2008 Plan. Outstanding awards under the 2008 Plan continue to be subject to the terms and conditions of the 2008 Plan.
The number of shares reserved for issuance under our 2017 Plan increases automatically on the first day of February of each calendar year during the term of the 2017 Plan by a number of shares of common stock equal to the lesser of (i) 5% of the total outstanding shares of our common stock as of the immediately preceding January 31 or (ii) a number of shares determined by our board of directors. On February 1, 2021, the number of shares reserved for issuance under the 2017 Plan increased automatically by 14,561,036 additional shares. As of April 30, 2021, there were 24,594,562 shares of common stock reserved and available for future issuance under the Stock Plans.
On June 1, 2021, we entered into a definitive agreement to be acquired by affiliates of CD&R and KKR. See Note 17 for details of the merger and description of resulting changes to our equity award programs.
Stock Options
The following table summarizes stock option activity and related information under the Stock Plans:
Options Outstanding
Number of Shares
 (in thousands)		Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)Aggregate
Intrinsic 
Value
 (in thousands)
Balance — January 31, 20213,383 $9.27 3.0$21,982 
Exercised
(